EXHIBIT 10(m)
     
                      GENERAL COUNSEL AGREEMENT
     
     
               AGREEMENT dated the 6th day of August, 1997 by and
     between THOMAS M. HAYTHE ("TMH") and GUEST SUPPLY, INC., a
     New Jersey corporation (the "Company").
     
                        W I T N E S S E T H :
     
               WHEREAS, TMH is engaged in the practice of law and
     has served as counsel to the Company since 1982;
     
               WHEREAS, TMH's knowledge and experience in the
     business and legal affairs of the Company as well as his
     expertise and judgment are a valuable asset to the Company;
     and
          
               WHEREAS, the Company desires to retain TMH as
     General Counsel to the Company, and TMH desires to serve as
     General Counsel to the Company, on the terms and conditions
     set forth herein.
     
               NOW, THEREFORE, in consideration of the premises
     and the mutual agreements hereinafter set forth, the parties
     hereto hereby agree as follows:
     
               
     1.   Services; Term.     
     
               1.1  The Company agrees to retain TMH, and TMH
     agrees to serve as General Counsel to the Company, for the
     term set forth in Section 1.2, in the position and with the
     responsibilities, duties and authority set forth in Section
     2 and on the other terms and conditions set forth in this
     Agreement.
     
               1.2  The term of this Agreement shall commence as
     of August 1, 1997 and shall terminate on July 31, 2000,
     unless sooner terminated in accordance with this Agreement.
     
               1.3  As of July 31, 1998 and each subsequent July
     31 during the term of this Agreement (each, an "Automatic
     Renewal date"), unless either party shall have given a
     notice of non-extension not less than two (2) months prior
     to such Automatic Renewal Date, the term of this Agreement
     shall be extended automatically for a period of one (1) year
     to the first anniversary of the expiration date of the then-
     current term of this Agreement. Once a notice of non-
     extension shall have been given by either party, there shall
     be no further automatic extension of this Agreement.
     
               2.   Duties; Independent Contractor.
     
               2.1  During the Term, TMH shall serve in the
     position of General Counsel of the Company.  TMH shall
     perform such legal services as shall be required by the
     Company.  TMH shall provide such services through the law
     firm of Haythe & Curley.  TMH shall also retain such other
     special or local counsel as shall be necessary or
     appropriate from time to time.  TMH shall report directly to
     the Chief Executive Officer of the Company and to the Board
     of Directors of the Company.
     
               2.2  In performing services under this Agreement,
     TMH shall be acting at all times as an independent
     contractor and not as an employee of the Company.  Under no
     circumstances shall TMH be considered an employee of the
     Company, nor is this Agreement intended to, and shall not,
     create any type of joint venture or partnership between TMH
     and the Company.  TMH shall not be entitled to any of the
     benefits, including, but not limited to, fringe benefits and
     workers' compensation benefits, afforded by the Company to
     its employees.  The Company shall not exercise any control
     or direction over the exercise of professional judgement
     used by TMH in providing services under this Agreement.  TMH
     shall be exclusively responsible for the payment of all
     taxes, withholding payments, penalties, fees, fringe
     benefits, professional liability insurance premiums,
     contributions to insurance and pension or other deferred
     compensation plans, including, but not limited to, workers'
     compensation and Social Security obligations, licensing
     fees, and the like, and the filing of all necessary
     documents, forms, and returns pertinent to the services
     performed and fees earned pursuant to this Agreement.  
     
               3.   Compensation.  In consideration of the
     services to be performed by TMH hereunder, the Company shall
     pay to TMH a General Counsel fee of $7,500.00 per month,
     payable on or about the 15th day of each month during the
     Term.  The General Counsel fee shall be credited on a
     current basis against the fees of Haythe & Curley for
     services rendered to the Company and, to the extent that the
     General Counsel fee exceeds the fees of Haythe & Curley on a
     current basis, it shall be credited against future fees of
     Haythe & Curley for services rendered to the Company.
     
               4.   Termination.  
     
               4.1  In the event of termination of TMH's services
     as General Counsel under this Agreement by the Company at
     any time during the term of this Agreement prior to a Change
     in Control (as defined in Section 4.3 of this Agreement),
     the Company shall pay to TMH the monthly General Counsel fee
     set forth in Section 3 of this Agreement payable for the
     month in which such termination occurs and not theretofore
     paid.  Neither TMH nor the Company shall have any further
     rights or obligations under this Agreement, except as set
     forth in Sections 5, 6 and 13 of this Agreement.
     
               4.2  In the event of termination of TMH's services
     as General Counsel under this Agreement by the Company upon
     or subsequent to a Change in Control, other than by reason
     of (i) the death or permanent disability of TMH or (ii) Due
     Cause (as hereinafter defined), the Company shall pay to
     TMH, on the date of such termination, a lump sum amount in
     cash equal to $270,000.  The parties agree that the amount
     set forth in the preceding sentence shall constitute
     liquidated damages, it being agreed that TMH's damages in
     the event of termination of his services as General Counsel
     under this Agreement might be impossible to ascertain and
     that the amount set forth in the preceding sentence
     constitutes a fair and reasonable amount of damages under
     the circumstances and is not a penalty.  Neither TMH nor the
     Company shall have any further rights or obligations under
     this Agreement, except as set forth in Sections 5, 6 and 13
     of this Agreement.  For purposes hereof, "Due Cause" shall
     mean (i) gross neglect or gross misconduct in TMH's
     discharge of his duties and responsibilities under this
     Agreement, or (ii) TMH's commission of (x) a felony or (y)
     any crime or offense involving moral turpitude.
     
               4.3  For purposes of this Agreement, a Change in
     Control of the Company shall be deemed to have occurred if:
     
                    (A)  a "person" (meaning an individual, a
     partnership, or other group or association as defined in
     Sections 13(d) and 14(d) of the Securities Exchange Act of
     1934, other than TMH or a group including TMH), acquires
     twenty percent (20%) or more of the combined voting power of
     the outstanding securities of the Company having a right to
     vote in elections of directors; or
     
                    (B)  Continuing Directors shall for any
     reason cease to constitute two-thirds of the Board of
     Directors of the Company; or
     
                    (C)  the business of the Company is disposed
     of by the Company to a party or parties other than a
     subsidiary or other affiliate of the Company, in which the
     Company owns less than a majority of the equity, pursuant to
     a partial or complete liquidation of the Company, sale of
     assets (including stock of a subsidiary of the Company) or
     otherwise. 
     
               For purposes of this Agreement, the term
     "Continuing Director" shall mean a member of the Board of
     Directors of the Company who either was a member of the
     Board of Directors on the date hereof or who subsequently
     became a Director and whose election, or nomination for
     election, was approved by a vote of at least two-thirds of
     the Continuing Directors then in office, other than in
     connection with an event specified in clauses (A) or (C)
     above.
     
               4.4  For a period of five years following
     termination of the services of TMH as General Counsel under
     this Agreement pursuant to Section 4.1 or 4.2 (the
     "Consulting Period"), the Company shall retain TMH to
     provide such consulting services, on such projects, at such
     compensation and at such times as are mutually agreed to
     from time to time by TMH and the Company.  During the
     Consulting Period, TMH shall be deemed an employee of the
     Company for purposes of the stock option plans and incentive
     plans of the Company (the "Plans").  Any options to purchase
     common stock, no par value (the "Common Stock"), of the
     Company (the "Options") heretofore or hereafter granted to
     TMH pursuant to the Plans shall become fully exercisable and
     shall remain exercisable upon the termination of TMH's
     services as General Counsel under this Agreement until the
     first to occur of (a) the expiration of the term of such
     Options or (b) the expiration of the Consulting Period.  In
     the event the Company terminates TMH's services as a
     consultant hereunder prior to the expiration of the
     Consulting Period, TMH shall be entitled to receive payment
     from the Company of liquidated damages in an amount equal to
     the aggregate Adjusted Option Spread (as hereinafter
     defined), it being agreed that TMH's damages might be
     impossible to ascertain and that such amount constitutes a
     fair and reasonable amount of damages under the
     circumstances and is not a penalty.  Any damages payable to
     TMH hereunder shall be paid by the Company to TMH within
     fifteen (15) days following the original expiration date of
     the Consulting Period.  For purposes hereof, the Adjusted
     Option Spread with respect to each Option held by TMH on the
     date of termination of TMH's services as a consultant
     hereunder shall be equal to the product of (a) the number of
     shares of Common Stock which are subject to such Option
     multiplied by (b) the excess of (i) the highest Market Price
     (as hereinafter defined) of the Common Stock during the
     period commencing on the date on which such Option ceases to
     be exercisable as a result of the termination of TMH's
     services as a consultant hereunder and terminating on the
     original expiration date of the Consulting Period over
     (ii) the greater of (x) the option exercise price per share
     of Common Stock under such Option or (y) the highest Market
     Price of the Common Stock during the period commencing on
     the date of termination of TMH's services as a consultant
     hereunder and terminating on the date on which such Option
     ceases to be exercisable as a result of such termination. 
     For purposes hereof, Market Price on any date shall mean the
     closing price per share of Common Stock on the New York
     Stock Exchange (or such other national securities exchange
     on which the Common Stock may be listed, if not listed on
     the New York Stock Exchange, or in the over-the-counter
     market, if not listed on a national securities exchange).
     
               5.   Confidential Information.
     
               5.1  TMH shall, during the term of this Agreement
     and thereafter, treat all confidential material
     confidentially and, except in accordance with the terms of
     this Agreement and as required in the performance of his
     duties hereunder, shall not, without the prior written
     consent of a majority of the Board of Directors of the
     Company, disclose such material, directly or indirectly, to
     any party not at the time of such disclosure either an
     employee or agent of the Company or a partner or employee of
     Haythe & Curley. TMH agrees that all confidential material,
     together with all notes and records of TMH relating thereto,
     and all copies or facsimiles thereof in the possession of
     TMH (whether made by the foregoing or other means) are the
     exclusive property of the Company.  TMH shall not in any
     manner use any confidential material, or any other property
     of the Company, in any manner not specifically directed by
     the Company. 
     
               5.2  For the purposes hereof, the term
     "confidential material" shall mean all information in any
     way concerning the activities, business or affairs of the
     Company or the Company's customers and clients, including,
     without limitation, information concerning trade secrets and
     the preparation of raw material for, manufacture of, and/or
     finishing processes utilized in the production of, the
     products or projects of the Company and/or any improvements
     therein, together with all sales and financial information
     concerning the Company and any and all information
     concerning projects in research and development or marketing
     plans for any such products or projects, and all information
     concerning the practices, customers and clients of the
     Company, and all information in any way concerning the
     activities, business or affairs of any of such customers or
     clients, as such, which is furnished to TMH by the Company
     or any of its agents, customers or clients, as such, or
     otherwise acquired by TMH in the course of his service as
     General Counsel to the Company; provided, however, that the
     term "confidential material" shall not include information
     which (i) becomes generally available to the public other
     than as a result of a disclosure by TMH, (ii) was available
     to TMH on a non-confidential basis prior to his service as
     General Counsel to the Company or (iii) becomes available to
     TMH on a non-confidential basis from a source other than the
     Company or any of its agents, customers or clients, as such,
     provided that such source is not bound by a confidentiality
     agreement with the Company or any of such agents, customers
     or clients.
     
               5.3  The obligations of TMH under this Section 5
     are in addition to and not in any way in limitation of the
     professional obligations of TMH relating to the
     confidentiality of attorney-client communications.
     
               6.   Equitable Relief.  In the event of a breach
     or threatened breach by TMH of any of the provisions of
     Section 5 of this Agreement, TMH hereby consents and agrees
     that the Company shall be entitled to an injunction or
     similar equitable relief from any court of competent
     jurisdiction restraining TMH from committing or continuing
     any such breach or threatened breach or granting specific
     performance of any act required to be performed by TMH under
     any of such provisions, without the necessity of showing any
     actual damage or that money damages would not afford an
     adequate remedy and without the necessity of posting any
     bond or other security.  Nothing herein shall be construed
     as prohibiting the Company from pursuing any other remedies
     at law or in equity which it may have.
     
               7.   Failure to Make Payments.  If the Company
     shall fail to pay to TMH the General Counsel fee under
     Section 3 of this Agreement or the termination payment under
     Section 4 of this Agreement for a period of thirty (30) days
     after the same shall become due and payable, such amount
     shall bear interest at the rate of eighteen percent (18%)
     per annum or, if less, the highest legal rate per annum
     permitted under the laws of the State of New Jersey, from
     and after the date that such amount shall have become due
     and payable to and including the date that such amount shall
     have been paid in full.
     
               8.   Successors and Assigns.
     
               8.1  This Agreement shall be binding upon and
     shall inure to the benefit of the parties hereto and their
     respective heirs, legal representatives, successors and
     assigns.
     
               8.2  The Company shall require any successors
     (whether direct or indirect, by purchase, merger,
     consolidation or otherwise) to all or substantially all of
     the business and/or assets of the Company to assume and
     agree to perform this Agreement in the same manner and to
     the same extent that the Company would be required to
     perform if no such succession had taken place.  As used in
     this Section, the "Company" shall mean the Company as
     hereinbefore defined and any successor to its business
     and/or assets as aforesaid which otherwise becomes bound by
     all the terms and provisions of this Agreement by operation
     of law and this Agreement shall be binding upon, and inure
     to the benefit of, the Company, as so defined.
     
               9.   Governing Law.  This Agreement shall be
     deemed a contract made under, and for all purposes shall be
     construed in accordance with, the laws of the State of New
     Jersey applicable to contracts to be performed entirely
     within such State.  In the event that a court of any
     jurisdiction shall hold any of the provisions of this
     Agreement to be wholly or partially unenforceable for any
     reason, such determination shall not bar or in any way
     affect each party's right to relief as provided for herein
     in the courts of any other jurisdiction.  Such provisions,
     as they relate to each jurisdiction, are, for this purpose,
     severable into diverse and independent covenants.  Service
     of process on the parties hereto at the addresses set forth
     herein shall be deemed adequate service of such process.
     
               10.  Entire Agreement.  This Agreement contains
     all the understandings and representations between the
     parties hereto pertaining to the subject matter hereof and
     supersedes all undertakings and agreements, whether oral or
     in writing, if any there be, previously entered into by them
     with respect thereto.
     
               11.  Amendment, Modification, Waiver.  No
     provision of this Agreement may be amended or modified
     unless such amendment or modification is agreed to in
     writing and signed by TMH and by a duly authorized
     representative of the Company.  Except as otherwise
     specifically provided in this Agreement, no waiver by either
     party hereto of any breach by the other party hereto of any
     condition or provision of this Agreement to be performed by
     such other party shall be deemed a waiver of a similar or
     dissimilar provision or condition at the same or any prior
     or subsequent time, nor shall the failure of or delay by
     either party hereto in exercising any right, power or
     privilege hereunder operate as a waiver thereof to preclude
     any other or further exercise thereof or the exercise of any
     other such right, power or privilege.
     
               12.  Arbitration.  Any controversy or claim
     arising out of or relating to this Agreement, or any breach
     thereof, shall be settled by binding arbitration in
     accordance with the rules of the American Arbitration
     Association then in effect and judgment upon such award
     rendered by the arbitrator may be entered in any court
     having jurisdiction thereof.  The arbitration shall be held
     in New York, New York.  
     
               13.  Attorneys' Fees and Costs.  All attorneys'
     fees, costs and expenses incurred by the prevailing party in
     connection with any litigation pursuant to Section 6 or any
     arbitration pursuant to Section 12 shall be borne by the
     non-prevailing party.
     
     
               14.  Notices.  Any notice to be given hereunder
     shall be in writing and delivered personally or sent by
     certified mail, postage prepaid, return receipt requested,
     addressed to the party concerned at the address indicated
     below or at such other address as such party may
     subsequently designate by like notice:
     
               If to the Company:
     
                    Guest Supply, Inc.
                    4301 U.S. Highway One
                    P.O.  Box 902
                    Monmouth Junction, New Jersey 08852-0902
                    Attention: Mr. Clifford W. Stanley
                               Chairman and 
                               Chief Executive Officer
     
               If to TMH:
     
                    Thomas M. Haythe, Esq.
                    21 Mayfair Lane
                    Greenwich, Connecticut 06831
     
               15.  Severability.  Should any provision of this
     Agreement be held by a court or arbitration panel of
     competent jurisdiction to be enforceable only if modified,
     such holding shall not affect the validity of the remainder
     of this Agreement, the balance of which shall continue to be
     binding upon the parties hereto with any such modification
     to become a part hereof and treated as though originally set
     forth in this Agreement.  The parties further agree that any
     such court or arbitration panel is expressly authorized to
     modify any such unenforceable provision of this Agreement in
     lieu of severing such unenforceable provision from this
     Agreement in its entirety, whether by rewriting the
     offending provision, deleting any or all of the offending
     provision, adding additional language to this Agreement, or
     by making such other modifications as it deems warranted to
     carry out the intent and agreement of the parties as
     embodied herein to the maximum extent permitted by law.  The
     parties expressly agree that this Agreement as so modified
     by the court or arbitration panel shall be binding upon and
     enforceable against each of them.  In any event, should one
     or more of the provisions of this Agreement be held to be
     invalid, illegal or unenforceable in any respect, such
     invalidity, illegality or unenforceability shall not affect
     any other provisions hereof, and if such provision or
     provisions are not modified as provided above, this
     Agreement shall be construed as if such invalid, illegal or
     unenforceable provisions had never been set forth herein.
     
               16.  Authority.  The Company represents and
     warrants to TMH that the execution and delivery of this
     Agreement by the Company and the performance by the Company
     of its covenants and agreements hereunder have been duly
     authorized by all necessary corporate action and that this
     Agreement has been duly executed and delivered on behalf of
     the Company.
     
               17.  Survivorship.  The respective rights and
     obligations of the parties hereunder shall survive any
     termination of this Agreement to the extent necessary to the
     intended preservation of such rights and obligations.
     
               18.  Titles.  Titles of the sections of this
     Agreement are intended solely for convenience and no
     provision of this Agreement is to be construed by reference
     to the title of any section.
     
               IN WITNESS WHEREOF, the parties hereto have
     executed this Agreement as of the date first above written. 
     
     
                                   GUEST SUPPLY, INC.
     
     
     
                                   By     /s/ Clifford W. Stanley   
                                          -----------------------
                                   Name:  Clifford W. Stanley
                                   Title: President
     
     
     
                                          /s/ Thomas M. Haythe        
                                          --------------------
                                          Thomas M. Haythe 
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