<PAGE>

                                                                   EXHIBIT 10.15

PLEASE NOTE THAT WE HAVE REQUESTED  CONFIDENTIAL  TREATMENT FOR CERTAIN PORTIONS
OF THIS EXHIBIT,  WHICH PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES  AND  EXCHANGE  COMMISSION  PURSUANT TO RULE 24b-2 OF THE  SECURITIES
EXCHANGE ACT OF 1934,  AS AMENDED.  A [*]  INDICATES  THE PLACES IN THIS EXHIBIT
WHERE MATERIAL HAS BEEN OMITTED.


    Sara Lee Foods                  Phone 513.936.2000
    10151 Carver Road
    Cincinnati, OH 45242-4719


    May 22, 2002


    Mr. Ethan Hokit
    Military Resale Group, Inc.
    2517 Durango Drive
    Colorado Springs, CO 80910


    Re:  MILITARY DISTRIBUTION AGREEMENT
         -------------------------------

    Dear Mr. Hokit:

    This letter will serve as your company's  distribution agreement with us. If
    it is acceptable,  please sign arid date it where indicated below and return
    it to me. The extra copy is for your records.

         1.  DESIGNATION  AS  DISTRIBUTOR.  Your  company is hereby  designated.
subject to the following terms and conditions,  as our exclusive non-distributor
to solicit  orders for and distribute our products under the labels set forth in
Exhibit A. attached hereto and made a part hereof (the "Products") solely to the
military  commissaries set forth in Exhibit A. (the "Customers").  Modifications
to the list of Products and  Customers may be made from time to time as mutually
agreed upon by both of us.

         2. ACCEPTANCE;  GENERAL  RESPONSIBILITIES  AND DUTIES. Your company any
hereby accepts such  designation and further  represents and warrants to as that
it is  experienced in the military  commissary  distribution  business,  that it
possesses  and will  continue to possess  during the term  hereof the  requisite
knowledge,  facilities and staff to enable it to comply with such guidelines and
to  fulfill  all its  obligations  hereunder,  and that the  performance  of its
obligations  hereunder  win not  require  it to  incur  any  additional  capital
expenditures.  Your  company  covenants  and agrees that at all times daring the
tern, or thin  agreement,  it will (i) maintain,  at its expense,  all licenses.



<PAGE>

permits,  insurance  and consents  required to conduct its business and to carry
out  its  obligations  hereunder,  (ii)  comply  with  all of our  policies  and
procedures  made  known to it in  writing  from time to time and to not make any
guaranties  or  warranties  with  respect  to  the  Products  other  than  those
prescribed  by u.s.  (iii) keep us informed of any change in its  management  or
ownership,  and (iv) conduct its business in its own name, in an ethical manner,
in full  compliance with all applicable  foreign and United States laws,  rules,
ordinances,  regulations  and orders.  including the federal Trade  Commission's
guidelines, the Packers and Stockyards Act and the laws regulating merchandising
and sale of good in bulk. It is further  understood and agreed that your company
will at all times  during the term of this  agreement  maintain an  inventory of
Products  adequate to permit the prompt  filling of all orders for Products from
the Customers that may be reasonably  anticipated and that all in vestments made
by your company in the performance of its obligations  hereunder will be made at
its own risk and not in reliance upon the  expectation of  continuation  of this
agreement.

         3. TERM. Your company's designation as our exclusive distributor of the
Products to the Customers will be for a period of one (1) year.  commencing June
10, 2002 and ending June 28, 2003 (the "Initial  Term").  and thereafter wilt be
renewed for  consecutive  one (1) year  periods  (each such 1 year period  being
referred to herein as a "Renewal Period"),  unless earlier  terminated  pursuant
hereto.

         4. ORDERS. Unless otherwise approved by us, we will not accept an order
from your company that is less than 2500 pounds (based on cube adjusted weight -
CAW).  All orders must be forwarded to us in writing,  by facsimile,  electronic
data  interchange.  or be placed  orally,  followed by written  confirmation  if
requested by us, addressed as follows,

                                       Sara Lee Foods - U.S..
                                       10151 Carver Road
                                       Cincinnati, OH 45242
                                       Attn.:  Treavor Smith
                                       Telephone No. 513-936-2439
                                       Facsimile No. 866-891-0627

and will be subject to our normal credit approval process.  We reserve the right
to  reject  any order for any  reason  or for no  reason,  and will use our best
efforts to fill orders which we accept.  However, we will not be responsible for
any order that is not filled due to a strike,  labor dispute.  accident,  act of
God,  scarcity  of raw  materials  or other  causes  beyond  our  control  which
interferes  with our ability to produce and supply the Products.  In such event,
we reserve the right to (i)  postpone  the  delivery  date(s) of your  company's
orders,  (ii) allocate  available  quantities of the Products as we, in our sole
discretion,  believe  reasonable under the circumstances  amongst our customers,
including your company.  or (iii) cancel your company's  orders of the Products,
in whole or in part,  all without any obligation or liability to your company or
its  Customers.  We also  reserve  the right,  at any time or times,  to suspend
performance of any order or require payment in cash,  security or other adequate
assurance satisfactory to us when, in our sole opinion, your company's financial
condition or other grounds for insecurity warrant such action.

         5. SALES  TERMS.  All orders  placed by your company will be subject to
the prices and other terms and conditions of sale, including any allowances,  in
effect on the date they are  accepted  by us. The  prices  charged by us for the

<PAGE>

Products and our terms and  conditions  of sale may be changed by us at any time
on written notice to your company, and may vary as to Product sold and Customer.
The prices  charged by us for the Products  will include all  applicable  United
States sales taxes. Our warranty and indemnification  obligation with respect to
the  Products is set forth at Exhibit B attached  hereto and made a part hereof.
This  agreement,  including  the  exhibits  hereto,  is the sole  and  exclusive
statement of our understanding with respect to your company's designation as our
exclusive distributor of the Products to the Customers notwithstanding any terms
and  conditions  that may be contained in any purchase  order or other  document
received from your company.  No additional terms and conditions proposed by your
company,  either  orally or in  writing.  will  become a part of this  agreement
unless they are expressly agreed to in writing by us.

         6. PAYMENT TERMS. Your company's payments for Product purchases will be
due  within  [*] days  ([*])  after the date we  deliver  the  Product to you as
evidenced  by the date which  appears  on the  delivery  receipt  signed by your
company and should be  remitted  to us at the address set forth in our  invoice.
All invoices  not paid by their due date may be assessed a late payment  service
charge of eighteen  percent (18%) per annum or the maximum allowed by applicable
law,  whichever  is lower.  In the event a suit for the  collection  of past due
invoices is  instituted  by us, we will be  entitled  to recover any  reasonable
attorneys fees, disbursements and court costs we incur with respect thereto from
your company.

         7.  SHIPPING  TERMS.  All Products  produced and supplied by us to your
company  will be  shipped  F.O.B.  - your  dock.  Risk of loss or  damage to the
Products  while in transit  from us to your  company  will be borne by us.  Each
shipment will be accompanied  by a delivery  receipt and the count and/or weight
reflected on such receipt will be  conclusive  unless we are notified in writing
within forty-eight (48) hours following delivery of a discrepancy.

         8. CUSTOMER  ORDERS,  DRAYAGE  SERVICES AND FEES.  Upon your  company's
receipt  of an  order  for  the  Products  from  a  Customer  or  an  authorized
representative  thereof,  your company  agrees to (i) promptly  fill such order,
(ii) deliver the Product a covered thereby to the Customer within the time frame
set forth, therein, time being of the essence for purposes thereof, (iii) obtain
a signed copy of the delivery receipt  accompanying  each such delivery from the
Customer  acknowledging  its receipt and acceptance of such  Products,  and (iv)
provide us with a copy of such  receipt(s)  along with a statement  showing your
company's cost for the Products  covered  thereby and the Drayage Fee associated
therewith (as such term is hereinafter defined). Upon our receipt of a statement
and the supporting delivery receipt(s), we will issue an invoice to the Customer
for the Products  delivered and will be responsible  for all costs of collection
associated  therewith.  In consideration for the foregoing drayage services,  we
will reimburse your company,  within, fifteen (15) days following our receipt of
a statement and the supporting delivery receipt(s), for the cost of the Products
delivered  in  connection  with the orders  filled by your  company and pay your
company the Drayage Fees associated  therewith.  For purposes hereof,  the count
and weight  reflected  on each  delivery  receipt  will be  conclusive  unless a
notation is made  thereon by the Customer at the time of receipt or your company

<PAGE>

is notified by the Customer within  forty-eight (48) hours following delivery of
a  discrepancy.  Risk of loss or damage to the  Products  while in Iran sit from
your company to a Customer will be borne by your company.  For purposes  hereof,
the  drayage fee  payable to your  company  for the storage and  delivery of the
Products  to the  Customers  will be equal to the rate(s) set forth on Exhibit C
attached  hereto  and  made a part  hereof  for each  pound  or ease of  Product
delivered by your company to the Customers (the "Drayage Fee"). It is recognized
and understood that the Drayage Fee may be changed from time to time as mutually
agreed  upon by both of us, and may vary as to Product  sold and  Customer.  The
Drayage  Fee paid on any  products  added to the list of  Products  set forth on
Exhibit A hereto will be paid at a rate mutually agreed upon by both of us. Your
company  will not be  reimbursed  for the cost of any  Products  delivered  to a
Customer nor will any Drayage Fees be paid on any orders  filled by your company
pursuant  here to  involving  a dispute  as to  payment  until  such time as the
dispute has been resolved to our satisfaction, and in no event will your company
be reimbursed for Products delivered to a Customer nor will Drayage Fees be paid
with  respect  to any  order,  including  any order  involving  a dispute  as to
payment,  more than twelve (12) months after the date your  company  filled such
order.  If any Products  (other than  non-conforming  or  out-of-date  Products)
delivered to a Customer  that are invoiced by us for which your company has been
reimbursed or has been paid Drayage Fees are subsequently returned by a Customer
to your company,  the amount which your company was reimbursed for such Products
together with the Drayage Fees associated therewith may be set-off by us against
any amounts due your company hereunder.  In the event a negative balance results
from any such set-off, your company will be liable to us for the negative amount
until it is fully paid,  and will remit such  negative  amount to us within five
(5) days following its receipt of notice thereof from us.

         9. NON-CONFORMING  PRODUCT. Your company agrees to inspect the Products
upon  receipt and to notify us in writing  within seven (7) days  following  the
date of receipt of any non-conforming Product. Any non-conforming Product may be
returned to us, at your company's  risk and expense,  for full credit or refund,
as the case may be, or may. at our option,  be replaced with conforming  Product
within a reasonable period of time. Any non-conforming  Product bearing our name
and/or  trademark  may  not be  disposed  of by  your  company  (other  than  by
destruction)  without our prior  written  consent.  The  foregoing  will be your
company's sole and cite exclusive  remedy for any  non-conforming  Product,  and
will be  conditioned  upon the proper  storage,  handling and  inspection of the
Product by your company.

         10. PRODUCT RECALL. In the event of any corrective  action,  withdrawal
or recall with  respect to the  Products  (collectively  referred to herein as a
"Recall"),  your company  agrees to assist and cooperate with us in all respects
in  connection  therewith,  including,  but  not  limited  to,  assisting  us in
developing  a strategy  for such Recall and working  with us and any  applicable
governmental  agency in monitoring  the Recall and in preparing  and  furnishing
such  reports,  records or other  information  as may be necessary in connection
therewith.

         11. TRADEMARKS. It is understood that our tradename and trademarks, and
the label-s. logos and designs associated there-with,  are owned by us, and that
no grant of any license or right to use such name, marks, labels, logos, designs
or any copyrights or other proprietary right or interest  (collectively referred
to  hereinafter as the  "Trademarks")  is made to your company by virtue of this
agreement.  Your company hereby acknowledges the validity and ownership by us of
the trademarks,  and the goodwill associated therewith,  and agrees that it will
not contest or question the validity and ownership thereof. Your company further
acknowledges  that  the  acceptance  and  maintenance  of our  tradename  by our

<PAGE>

customers  is  of  paramount  importance  to  us,  and  accordingly,  agrees  to
immediately  inform us of any  unauthorized  use of the  Trademarks  of which it
becomes  aware and to not take any  action or permit any action to be taken that
will  impair  our rights in and to the  Trademarks  or the  goodwill  associated
therewith.  Upon the expiration or termination of this agreement for any reason.
your  company  will  immediately  discontinue  its  use  of  the  trademarks  as
authorized pursuant hereto.

         12. CONFIDENTIAL  INFORMATION.  During the term of this agreement, your
company  will  receive,  have  access  to or  learn  of  documents  records  and
information that is of a confidential and proprietary  nature to us,  including,
but not limited to, our  customers,  marketing and  promotional  plans,  product
formulas, pricing and general policies and procedures, all of which would not be
available to it were it not for the relationship created by this agreement. Your
company hereby  acknowledges  and agrees that such  information is not generally
known to the trade, is of a confidential and proprietary nature, and to preserve
our  goodwill  must be kept  confidential  and  used  only in  carrying  out its
obligations hereunder and that it will not he disclosed or made available to any
third party without our prior written consent. Upon our request at any time, and
upon the  expiration  or  termination  of this  agreement  for any reason,  your
company, agrees to promptly return to us all such information, and any copies or
reproductions  thereof and to make no further use of it. Any of the  information
which becomes known to the public through no fault of your company, is disclosed
to your  company  without  our  consent  by a third  party  who does not have an
obligation to keep it confidential, or which your company has knowledge of prior
to our  disclosure as evidenced by dated and written  material  lawfully in your
company's  possession will not he considered  confidential  for purposes of this
agreement.

         13. INDEMNIFICATION.  Your company will indemnify,  defend and hold us,
our share holders directors,  officers,  employees,  agents and representatives,
and each of  them,  harmless  from  and  against  any and all  claims,  demands,
damages,  liabilities,  losses,  actions,  suits,  fines,  penalties,  costs and
expenses,  including,  but  not  limited  to.  reasonable  attorneys'  fees  and
disbursements (collectively referred to hereinafter as "Damages"), whether known
or unknown. foreseen or unforeseen, actual or contingent, direct or indirect, or
consequential,  incurred  by us or  such  persons,  which  arise  out  of or are
otherwise  attributable  to (i) a breach by your company of any of its promises,
covenants, agreements, representations, warren and obligations contained herein,
(ii)  any  act  or  failure  to  act  by  your  company.   or   employees,   age
representatives,  distributors or other persons acting on your company a behalf,
whether or not related to your company,  in the  performance  of your  company's
obligations  under this  agreement,  including.  but not limited to, any actions
which your company or such persons take that are not properly  authorized  by us
pursuant  hereto,  or  (iii)  the use and  consumption  of the  Products  by the
Customers or any other person.  including any illness, injury or death resulting
therefrom,  unless  the  liability  for  such  Damages  is  caused  by our  sole
negligence or the sole negligence of our employees,  agents or  representatives,
including,  but not limited to, the improper  production,  handling,  storage or
distribution of the Products.

         14. INSURANCE.  Your company agrees to maintain, at its expense, at all
times during the term of this agreement  commercial general liability  insurance
coverage,  including products and contractual  liability  insurance with limited
form vend ors  coverage,  with  limits of at least  $5,000,000  combined  single
limit, and will provide us, prior to the commencement of this agreement,  with a
certificate of insurance from a financially sound insurance  company  acceptable

<PAGE>

to us evidencing  such  coverage,  which names tins an additional  insured under
your  company's  policy or policies  and  provides  for at least sixty (60) days
prior written notice to us of any cancellation or material  modification of such
policy or policies.

         15. EARLY TERMINATION.  This agreement may be terminated by us. for any
reason or for no reason,  on thirty (30) days prior written notice. In addition,
this agreement may be immediately terminated.  at our option, in the event that:
(i) your  company  fails to fulfill  any of its payment  obligations  under this
agreement  and such  failure is not cured  within ten (10) days  following  your
receipt of written  notice from us of such  failure,  (ii) your company fails to
fulfill any of its other  obligations  under this  agreement and such failure is
not cured within thirty (30) days  following your receipt of written notice from
us of  such  failure,  (iii)  your  company  ceases  or  suspends  its  business
operations or voluntarily abandons the distributor  relationship  established by
this  agreement,  (iv) your company becomes or is declared  insolvent,  makes an
assignment or other  arrangement  for the benefit of creditors,  consents to the
appointment of a receiver, trustee or liquidator of any or all of its assets, is
adjudicated  bankrupt or seeks relief  under any  applicable  bankruptcy  law or
statute.  (v) your company is convicted of a criminal or civil offense  directly
related to its  business,  or (vi) your company  takes any action or permits any
action to be taken which materially  impairs our rights in and to the Trademarks
or the goodwill associated therewith.

         16. EFFECT OF TERMINATION.  Upon  termination of this agreement for any
reason,  your company will remain  liable for any amounts due and owing to us at
such time for  purchases of the Products and for any other amounts due and owing
us at  such  time,  and  all  continuing  obligations  hereunder  will  continue
notwithstanding   such   termination.   including,   but  not  limited  to,  the
indemnification and confidentiality  obligations set forth in Sections 12 and 13
hereof. Except for any reimbursement for the cost of the Products delivered to a
Customer and any Drayage Fees due your company  hereunder,  no remuneration will
be paid your company on account of its termination under this agreement. In such
event,  any Product bearing  trademarks may only be disposed of by your company,
consistent with our past pricing practices  hereunder,  through such channels of
distribution and such class of customers as are approved by us.

         17.  AUDITS.  Your  company  will at all times  during the term of this
agreement  maintain  full and  accurate  books and  records in  accordance  with
generally accepted accounting  practices showing your company's purchases of the
Products from us and the delivery thereof by your company to Customers  pursuant
hereto,  and will furnish  periodic reports with respect thereto in such form as
may be reasonably  specified by us. At our request.  your company will afford us
or our outside auditors a reasonable opportunity,  no more often than once every
three (3) months,  during your  company's  normal  business  hours,  on at least
forty-eight (48) hours prior notice, to conduct an examination of such books and
records and the inventory of Products relating to this agreement in order for us
to  satisfy  ourselves  as to your  company  compliance  with the  terms of this
agreement.

         18. WAIVER OF CONSEQUENTIAL  DAMAGES.  In no event will we be liable to
your company for any special, incidental or consequential damages resulting from
or relating to Products  produced and supplied by us to your company  under this
agreement,   including,   without   limitation,   any  lost  profits,   business

<PAGE>

interruption  or any claim or demand  again at your  company by any third  party
relating  to any  non-conforming  Product,  even if we have been  advised of the
possibility of such damages.

         19. FORCE MAJUERE. In the event a strike, labor dispute,  accident, act
of Cod,  scarcity of raw materials or other cause beyond our control  interferes
with our ability to produce and supply the  Products for a period of ninety (90)
or more days,  we reserve the right to  terminate  this  agreement,  without any
obligation or liability to your company.

         20. INDEPENDENT  CONTRACTOR.  Your company will at all times during the
term of this agreement be and remain an independent  contractor of ours,  solely
responsible  for the  manner  in,  and the  form  by,  which  it  performs  this
agreement.  In no event  will the  relationship  created  by this  agreement  be
construed  as  creating  a joint  venture  or  partnership  between  us and your
company.  Your company  will at all times  during the term of this  agreement be
responsible  for its costs and expenses,  and the withholding and payment of any
applicable  taxes.  Your company will not have,  and will not hold itself out as
having,  any right,  power or authority  to create any  contract or  obligation,
either express or implied, on behalf of, or in the name of, or binding upon, us,
our parent,  if any, and any of our or our parent's  subsidiaries or affiliates.
Under no circumstances will any employees, agents, representatives, distributors
or other persons acting on your company's behalf, whether or not related to your
company,  be considered to be acting on our brims 1 54 and we will not be liable
or otherwise accountable for any obligations incurred by your company through or
as a result  of your  company's  appointment  of,  and/or  dealings  with,  such
employees, agents, representatives, distributors or other persons.

         21. NOTICES.  Any notice,  consent or other  communication  required or
permitted  to be given  under  this  agreement  must be in  writing  and must be
delivered personally,  or be sent by facsimile or overnight express courier with
a confirmable means of delivery, or by certified mail, return receipt requested,
postage prepaid, addressed in our case to:

                                      Sara Lee Foods-U.S.
                                      10151 Carver Road
                                      Cincinnati, OH 452-42
                                      Attn.: Director of Sales Operations
                                      Facsimile No. 513-936-2480

          and in your company's  case to you at the address set forth above,  or
          the following facsimile number:

         22.  SEVERABILITY.  If any  provision  of this  agreement is held to be
invalid, unenforceable or in conflict with any law governing the terms hereof in
any respect,  such provision will be carried out and enforced only to the extent
to which it shall be valid,  enforceable  and not in conflict with such law, and
any such  invalidity,  unenforceability  or  conflict  will not affect any other
provisions of this agreement.

         23.  ASSIGNMENT.  Your company hereby  acknowledges that the duties and
obligations   to  he  performed  by  it  hereunder   are  unique  and  personal.
Accordingly,  no right or  interest  under this  agreement  may be  assigned  or
transferred by your company  without our prior written  consent.  Any attempt by
<PAGE>

your company to make any such disposition of this agreement or any of the rights
granted  hereunder  without our prior  written  consent  will be void and may be
treated as grounds for termination of this agreement.

         24. BENEFIT.  This agreement will be binding upon and will inure to the
benefit of the parties hereto,  their successors and permitted assigns.  Nothing
herein is intended to create any rights with  respect to any party other than us
and your  company  nor  shall  this  agreement  be  construed  as a  third-party
beneficiary contract.

         25. MODIFICATION:  WAIVER. This agreement n-lay not be modified, or any
provision  hereof  waived,  without the prior  written  consent of an authorized
officer or  representative  of both of us. No party's act, conduct or failure to
act will constitute a waiver of any provision of this agreement.

         26. ENTIRE AGREEMENT.  This letter, including the exhibits hereto, sets
forth our entire understanding with respect to your company's designation as our
exclusive distributor for those Products and Customers set forth in the exhibits
hereto, and supercedes any prior understanding,  whether written or oral, we may
have had.

         27.  GOVERNING  LAW VENUE.  Except as may otherwise be provided by law,
this agreement will be governed by and construed in accordance with the laws and
decisions of the State of Ohio, as applied to agreements  entered into and fully
performed  within such state,  We both agree and consent 10 the  jurisdiction of
the federal and state courts, as appropriate,  sitting in Hamilton County, State
of  Ohio,  for  the  adjudication  of any  disputes,  controversies,  claims  or
differences  arising out of or in connection  with this  agreement,  and further
agree that any legal action  relating  thereto n-may not be brought  unless such
action  is  commenced   within  one  (1)  year  after  the  date  such  dispute,
controversy, claim or difference first arises.

         28. HEADINGS. The sections and other headings and captions contained in
this  agreement  arc-- for  reference  purposes  only and shall not  affect  the
meaning or interpretation of this agreement.  If any conflict exists between the
headings and the contents of a provision, the contents shall prevail.

If you have any  questions  regarding  any of the above terms,  please give me a
call. We look forward to working with you.

Sincerely,

Sara Lee Foods - U.S.

/s/ Ed Smith

C. Edwin Smith
Vice President -- Sales
<PAGE>


Military Resale Group, Inc.

Accepted By:   /S/ ETHAN D. HOKIT
            ----------------------

Title:   PRESIDENT
         -------------------------
Date:    MAY 30TH, 2002
         -------------------------


<PAGE>




                                                                Exhibit A


                         PRODUCTS, LABELS AND CUSTOMERS

LABELS                                 PRODUCTS
------                                 --------

All Authorized Hillshire Farm & Kahn's Branded Products

CUSTOMERS
---------

ELLSWORTH AFB
PETERSON AFB
USAF ACADEMY
BUCKLEY
FT. CARSON
F.E. WARREN A.F.B.





<PAGE>



                                                                    Exhibit B

                 FOOD AND DRUG ACT WARRANTY AND INDEMNIFICATION

In consideration of the purchases from Sara Lee Foods - U.S., a division of Sara
Lee  Corporation  ("Seller"),  by Military Resale Group,  Inc.  ("Distributor"),
Seller hereby represents, warrants and guarantees that all food products and all
food packaging and labeling  materials  (collectively,  the "Products") sold to,
constituting  or being a part of any shipment or other delivery now or hereafter
made by  Seller  to or on the order of  Distributor  shall,  at the time of such
shipment or delivery:  (i) be manufactured in accordance with good manufacturing
practices and any  specifications  for the Products  provided by  Distributor to
Seller; (ii.) not be adulterated or misbranded within the meaning of the Federal
Food, fling and Cosmetic Act (the "Act"),  as amended and including its food and
color  additive  amendments,  or within the meaning of any  applicable  state or
local  law  in  which  the  definitions  of  adulteration  and  misbranding  are
substantially  the same as those  contained in the Act, as the Act and such laws
are  constituted  and effective at the time of such shipment or delivery;  (iii)
not be articles which may not, under the provisions of Section 404 or 505 of the
Act, be introduced into interstate commerce; and (iv) not be in violation of the
requirements  imposed ~ Seller by the  California  Safe Drinking Water and Toxic
Enforcement  Act of 1986  ("California  Proposition  65") and any other state or
local laws imposing  requirements on Seller which are  substantially the same as
California Proposition 65.

Seller hereby agrees to indemnify,  defend and hold Distributor.  its directors,
officers,  employees and agents.  harmless from and against any and all actions,
claims,  proceedings,  suits, fines, penalties,  damages,  liabilities,  losses,
costs and expenses  (including  reasonable  attorneys'  fees and  disbursements)
(collectively,  the "Damages"). paid or incurred by Distributor or such persons,
arising out of or  incidental to the use and/or  consumption  of the Products by
Distributor or Distributor's  customers,  including,  but not limited to. bodily
injury to any person (including death) and property damage,  provided,  however,
that such  Damages  result  from or are  caused  by the  breach by Seller of the
foregoing  warranties.  Seller  shall not be liable to  Distributor  under  this
indemnification  for any Damages to the extent that such Damages  result from or
are caused by (i) the negligence of  Distributor,  its employees,  agents or any
third  party,  including,  but not limited to, the improper  handling,  storage,
preparation  or  distribution  of the  Products,  (ii) any  further  processing,
repackaging  or  relabeling  of  the  Products  performed  by  Distributor,  its
employees,  agents or any third  party,  under  conditions  or in  packaging  or
labeling not furnished or approved by Seller which are riot in  conformity  with
the  requirements  of the Act, or (iii) the use by Seller in connection with the
manufacture of the Products of any label designed and/or provided by Distributor
which is not in conformity with the requirements of the Act. In addition, Seller
shall not be liable to Distributor for any damages under this indemnification to
the extent that (i)  Distributor  fails to notify  Seller of any action,  claim,
proceeding or suit which is or could be covered by this indemnification promptly
after Distributor  receives notice thereof.,  such that Seller's defense thereof
is prejudiced thereby, or (ii) Distributor fails to cooperate with Seller in the
investigation and defense of any such action, claim, proceeding or suit.

This guaranty replaces any guaranty previously provided by Seller to Distributor
and shall  continue in effect and be binding  upon  Seller  with  respect to all
Products  shipped or  delivered  by Seller to  Distributor  prior the receipt by
Distributor of written notice of revocation thereof.


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                                                                       Exhibit C

                                  DRAYAGE FEES


[*] CENTS PER POUND




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