REVOLVING CREDIT NOTE


$5,625,000                                     East Brunswick, New Jersey 
                                                         December 3, 1997


FOR VALUE RECEIVED, the undersigned, GUEST SUPPLY, INC., a New Jersey
corporation, GUEST PACKAGING, INC., a New Jersey corporation, and
BRECKENRIDGE-REMY CO., a Delaware corporation, and GUEST DISTRIBUTION
SERVICE, INC., a Delaware corporation, collectively, the "Borrower"), hereby
jointly and severally, unconditionally promise to pay to the order of First 
Union National Bank ("FUNB") at the Payment Office, in lawful money of the 
United States of America and in immediately available funds, the principal 
amount of FIVE MILLION SIX HUNDRED TWENTY FIVE THOUSAND AND 00/1000
($5,625,000) DOLLARS, or, if less, the aggregate unpaid principal amount of all
revolving credit Loans made by FUNB to the Borrower pursuant to Section 2.1 of
the Credit Agreement on the dates and in the amounts specified in the Credit
Agreement.  The Borrower further agrees to pay interest on the unpaid principal
amount outstanding hereunder from time to time from and including the date
hereof in like money at such office at the rates and on the dates specified in 
the Credit Agreement.

The holder of this Note is authorized to endorse on the schedule annexed hereto
and made a part hereof or on a continuation thereof which shall be attached
hereto and made a part hereof (the "Grid") the date, Type and amount of each
Revolving Credit Loan made pursuant to the Credit Agreement, each continuation
thereof, each conversion of all or a portion thereof to another Type, the date 
and amount of each payment or prepayment of principal thereof and, in the case 
of Eurodollar Loans, the length of each Interest Period with respect thereto, 
which endorsement shall constitute rebuttable presumptive evidence of the 
accuracy of the information endorsed; provided, however, that the failure to 
make any such endorsement shall not affect the obligations of the Borrower in 
respect of such Revolving Credit Loan.

This Note is one of the Revolving Credit Notes referred to in the Revolving 
Credit Agreement dated the date hereof among the Borrower, PNC Bank, National
Association ("PNC"), FUNB, as Lenders, and PNC, as Agent (as the same may
hereafter be amended, modified or supplemented from time to time, the "Credit
Agreement") is entitled to the benefits thereof, is secured as provided therein 
and is subject to optional and mandatory prepayment as set forth therein.

Upon the occurrence and during the continuance of any one or more the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on
this note shall become, or may be declared to be, immediately due and payable,
all as provided therein.

All parties now and hereafter liable with respect to this Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

Terms defined in the Credit Agreement are used herein with their defined
meanings unless otherwise defined herein.  This Note shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
Jersey.


GUEST SUPPLY, INC.

By:  s/ Paul Xenis               
Name:  Paul Xenis
Title: Secretary and Vice President-Finance

GUEST PACKAGING, INC.

By:  s/ Paul Xenis               
Name:  Paul Xenis
Title: Secretary and Vice President-Finance

BRECKENRIDGE-REMY, CO.

By:  s/ Paul Xenis               
Name:  Paul Xenis
Title: Secretary and Vice President-Finance

GUEST DISTRIBUTION SERVICES, INC.

By:  s/ Paul Xenis               
Name:  Paul Xenis
Title: Authorized Signatory







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