EXHIBIT 10

                            DISTRIBUTION AGREEMENT

     This Agreement is made and entered into this 29th day of July, 1998,
     between Clark Foodservice, Inc., and Illinois corporation, with
     headquarters at 950 Arthur Avenue, Elk Grove Village, Illinois 60007
     (hereinafter, "CLARK") and SUBperior Distribution Systems, Inc.,
     (hereinafter, "SDS"), a wholly owned subsidiary of Tubby's, Inc., a
     Michigan corporation, with headquarters at 6029 14th Mile Road, Sterling
     Heights, Michigan 48312-5081 (hereinafter "TUBBY'S").

                                  WITNESSETH

     WHEREAS, CLARK distributes food, paper and chemical products to the food
     service industry.

     WHEREAS, TUBBY'S is a restaurant chain which uses large quantities of
     food, produce, paper, chemical, fountain, dough and dough products in
     its restaurant units.

     WHEREAS, SDS desires CLARK to inventory and distribute certain
     quantities of food, paper, and chemical products on its behalf and CLARK
     desires to inventory and distribute such food, paper and chemical
     products on behalf of SDS to TUBBY'S restaurant units.

     WHEREAS, CLARK will be obligated to make substantial capital
     improvements in its facilities and fleet to handle the increased volume
     of such food, paper and chemical products.

     NOW, THEREFORE, in consideration of the mutual covenants contained in
     this Agreement and for other good and valuable consideration the receipt
     and sufficiency of which are hereby acknowledged, CLARK and SDS hereby
     agree as follows.

     one: GENERAL OBLIGATIONS. Clark agrees that it will order, on behalf of
        SDS, the product necessary to meet the needs of TUBBY'S restaurant
        units. All purchase orders will be reviewed with SDS. Furthermore,
        CLARK agrees to receive such product, inventory such product, take
        orders from, ship such product, and bill each TUBBY'S restaurant, on
        behalf of SDS, for the product that each restaurant orders.

        CLARK agrees to provide customer service representatives on behalf of
        SDS between the hours of 8:30 a.m. and 5:00 p.m., Monday through
        Friday, to take orders and resolve issues relative to delivery,
        products, and collections, etc., and to reschedule special
        deliveries. SDS agrees that it will negotiate and approve all product
        and product specifications, rebate, growth and price programs
        directly with its vendors and pay such vendors for the product
        ordered by CLARK for TUBBY'S restaurant units.

     two: WAREHOUSING. CLARK agrees to inventory the product purchased by,
        and owned by, SDS. Such product while in the care, custody and
        control of CLARK shall be handled in a manner which is consistent
        with the standards of the food service industry: freezer temperatures
        shall be maintained at 0(Degree) F or below; cooler temperatures
        shall be maintained between 32(Degree) and 40(Degree) F; product
        shall be properly rotated to ensure freshness; and code dates shall
        be recorded as received. Out of date code product shall be promptly
        discarded and CLARK shall identify all receiving times to SDS.

        If product owned by SDS and inventoried by CLARK must be discarded
        because of improper ordering by CLARK, then CLARK shall issue to SDS
        a credit for such product.

        SDS, however, shall be responsible for discarded product if SDS
        requests additional inventory in excess of the normal ordering
        sequence of CLARK. Any excess inventory requests (those made in
        excess of CLARK'S normal ordering sequence) by SDS must be made in
        writing to CLARK. If such excess inventory request by SDS results in
        out of date product that must be discarded then no credit shall be
        issued to SDS.

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     three: DISTRIBUTION. CLARK agrees to distribute to the TUBBY'S
        restaurant units product which has been inventoried by CLARK for SDS.
        CLARK agrees that such distribution shall occur between the hours of
        7:30 a.m. and 5:30 p.m., Monday through Friday. Routes identifying
        the dates and approximate times for delivery to TUBBY'S restaurant
        units are attached as Exhibit "A".

        CLARK, furthermore, agrees that such distribution shall be consistent
        with the standards of the food service industry: trucks and tractor
        trailers shall be reefer equipped; drivers shall be properly licensed
        and trained; and product shall be delivered within 48 hours of
        receipt of an order. Drivers shall wear T- shirts and/or sweatshirts,
        with a TUBBY'S/SDS logo, supplied by CLARK. Trucks solely dedicated
        to such TUBBY'S business shall bear the TUBBY'S/SDS logo.

        CLARK shall, at its own expense, make special deliveries, if such
        deliveries are the result of CLARKS'S mistake. Such deliveries shall
        be made within a 24 hour time period. Charges for special deliveries
        which are the result of a restaurant units mistake shall be disclosed
        to that restaurant unit and added to the invoice for that delivery.
        In addition, CLARK shall offer "cash and carry" for pickups by
        restaurant units for a charge to be negotiated between SDS and CLARK
        if such pickups exceed 5 per week.

     four: BILLING & COLLECTIONS. CLARK agrees to create for SDS an invoice
        for each order rendered by a TUBBY'S restaurant. CLARK also agrees to
        post such invoices on behalf of SDS and make a reasonable effort to
        collect such sums on behalf of SDS. Any invoice which is not
        collected within a 14 day period shall be turned over to SDS for
        collection. Finally, CLARK will, upon written request by SDS, make
        C.O.D. collections from individual TUBBY'S restaurant units and
        deposit such sums into SDS's bank account on a daily basis.

     five: TERM. This Agreement shall run for a term of five (5) years. It
        shall begin on November 1st, 1998 and end October 31st, 2003. It may
        be extended beyond this date for a period of two years at the
        discretion of both CLARK and SDS.

     six: COST. SDS agrees to pay to CLARK a "drop price" according to the
        following schedule:
<TABLE>
<CAPTION>
                       <S>      <C>                    <C>
                        0 - 43  pieces................. $  75.00
                       44 - 73  pieces................. $ 85.00
                       74 - 88  pieces................. $ 90.00
                       89 - 103 pieces................. $100.00
</TABLE>

         An additional charge of $5.00 per order shall be added for every 15
         pieces per order in excess if 103 pieces. Both CLARK and SDS agree
         that such "drop prices" shall be increased by one and one-half
         percent (1 1/2 %) each year at the anniversary date (November 1st)
         of this Agreement. However, if CLARK is able to demonstrate that its
         costs have increased by more than such 1 1/2 %, or if SDS is able to
         demonstrate that such costs have increased by less than 1 1/2 %,
         then, CLARK and SDS agree to negotiate a reasonable increase or
         decrease.

         Such "drop prices" are intended to cover labor, trucking,
         warehousing, insurance, access to the CLARK computer system,
         billing, tracking, and the movement of goods from the current SDS
         warehouse to the CLARK warehouse in Detroit. "Drop price" is
         intended to mean a per stop basis by a CLARK truck at one of the
         TUBBY'S restaurant units.

     seven: TERMS. SDS agrees to pay CLARK all monies owed on the following
        terms: net 15 days from date of invoice.

     eight: MINIMUM YEARLY BILLINGS. SDS agrees that the minimum yearly
        billings by CLARK for services rendered to the TUBBY'S restaurants
        shall equal or exceed FOUR HUNDRED AND TWENTY FIVE THOUSAND DOLLARS
        ($425,000.00). SDS and CLARK further agree that a failure to generate
        the volume necessary to meet such minimum yearly billings by CLARK to
        TUBBY'S will not be resolved by additional payments to equal the
        $425,000.00 but shall constitute a termination of this Agreement and
        shall trigger provisions of paragraph 9(a) through 9(f) of this
        Agreement.

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     nine: CAPITAL IMPROVEMENTS. SDS acknowledges that CLARK will be
        obligated to make immediate capital improvements in its warehouse; to
        expand its freezer; to expand its cooler; to add new labor; and to
        add new refrigerated trucks. SDS also acknowledges that if this
        Agreement were terminated before September 1st, 2002, that CLARK
        would not be able to recoup its cost of capital improvements in its
        warehouse, its expansion of its freezer/cooler, and its new
        refrigerated trucks.

        SDS, therefore agrees to pay to CLARK the following sums of money if
        this contract is terminated without cause by TUBBY'S or SDS prior to
        September 1st, 2002.


         a) Prior to September 1, 1999 - Two Hundred and Twenty Five Thousand
            Dollars ($225,000.00).
         b) September 1, 1999 to August 31, 2000 - One Hundred and Fifty
            Thousand ($150,000.00) Dollars.
         c) September 1, 2000 to August 31, 2001 - Seventy Five Thousand and
            00/100 ($75,000.00) Dollars.
         d) September 1, 2001 to August 31, 2002 - Fifty Thousand and 00/100
            ($50,000.00) Dollars.
         e) September 1, 2002 to October 31, 2003 - Zero ($0) Dollars.

         Such sums of money shall be paid by SDS to CLARK within thirty (30)
         days of such termination.

     ten: CONFIDENTIAL INFORMATION/TRADE SECRETS. SDS acknowledges that some
        of its employees will be trained in, and given access to , certain
        CLARK procedure manuals, certain CLARK inventory programs, and
        certain CLARK MIS programs and procedures used in areas of accounts
        receivable, accounts payable, inventory control, and inventory
        ordering. SDS further acknowledges that much of the information,
        manuals, procedures and programs that CLARK will share with SDS is
        confidential in nature and proprietary to CLARK. SDS also
        acknowledges that such confidential and proprietary material gives
        CLARK a competitive advantage over other companies which do not have
        access to this information and these programs.

        SDS therefore agrees that it will not at anytime, in any form,
        fashion or manner, either directly or indirectly, divulge, disclose,
        or communicate to any person, firm or corporation in any manner
        whatsoever any information of any kind, nature, or description
        concerning any matters affecting or relating to CLARK'S business,
        customer lists, or any "trade secrets", confidential information
        and/or proprietary information regarding Clark.

        "Trade secrets" as used herein shall mean any information, process or
        idea that is not generally known in the industry, that CLARK
        considers confidential and that gives CLARK a competitive advantage.
        Examples of trade secrets include, but are not limited to, the
        following:

         a) purchasing techniques and sources;
         b) information relating to sales programs;
         c) customer lists and records;

         d) management tools and problem solving techniques SDS understands
            that the above list is intended to be illustrative and that other
            trade secrets, which shall also be held confidential, may 
            currently exist or arise in the future.

        SDS agrees that upon termination of this Agreement, for whatever
        reason, SDS will surrender to CLARK all confidential and proprietary
        information and data, in whatever form it may exist. Finally,
        subsequent to the termination of this Agreement, SDS agrees not to
        use any trade secrets of CLARK.

        In return, CLARK agrees and acknowledges that some of its employees
        will be trained and given access to certain SDS procedure manuals,
        inventory programs, procedures and customer lists and that these
        documents, programs and procedures are confidential in nature and
        proprietary to SDS. CLARK further acknowledges that such confidential
        and proprietary material gives SDS a competitive advantage over other
        companies who do not have access to this information or these
        programs.

        CLARK therefore agrees that it will not at any time, in any form,
        fashion or manner, either directly or indirectly, divulge, disclose
        or communicate to any person, firm or corporation in any manner
        whatsoever any information of any kind, nature, or description
        concerning any matters affecting or 

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        relating to SDS business, customer lists, or any "trade secrets",
        confidential information and/or proprietary information regarding
        SDS. Examples of "trade secrets" include, but are not limited to, the
        following: 

                a) Food preparation techniques 
                b) Product specifications
                c) Product prices 
                d) New product research and development
                e) New market development 
                f) Merger and/or acquisition information 
                g) Co-branding relationship information

             "Trade Secrets" as used herein shall mean any information,
        process or idea that is not generally known in the industry, that SDS
        considers confidential and that gives SDS a competitive advantage.

             CLARK understands that the above list is intended to be
        illustrative and that other trade secrets, which shall also be held
        confidential may currently exist or arise in the future.

             CLARK agrees that upon termination of this Agreement, for
        whatever reason, CLARK will surrender to SDS all confidential and
        proprietary information and data, in whatever form it may exist.
        Finally, subsequent to the termination of this Agreement, CLARK
        agrees not to use any trade secrets of SDS.

     eleven: DEDICATED SPACE. CLARK agrees to dedicate approximately 2,500
        square feet of currently vacant warehouse space which shall be
        equipped with a desk, a chair, and a terminal connected to CLARK'S
        mainframe. Such space may be used to create a prototype TUBBY'S
        franchise store. TUBBY'S may use this prototype store for
        informational and training services for potential franchisees. CLARK
        agrees to dedicate the offices in this space for SDS and TUBBY'S use.
        CLARK agrees to maintain and clean all warehouse space on the same
        standards and procedures as CLARK'S warehouse.

     twelve: REPORTS. CLARK agrees to provide to SDS all monthly sales
        reports currently generated by the CLARK MIS system that pertain to
        the SDS business. Such reports shall include the following: inventory
        reports; usage reports; vendor lists; stock status reports (re-order
        guides); receiving reports; and rebate tracking reports. In the event
        of a termination of this Agreement CLARK shall promptly supply to SDS
        a series of final reports that pertain to the SDS business and its
        inventory.

     thirteen: INSURANCE. CLARK agrees to maintain insurance for worker's
        compensation, fire, property loss, casualty loss and automotive. Such
        insurance shall meet or exceed the standards of the food service
        industry and shall be acceptable to SDS.

     fourteen: OFFER OF EMPLOYMENT. Both CLARK and TUBBY'S/SDS agree that
        neither will offer employment to the others employee(s) during the
        term of this Agreement and for a period of twelve (12) months
        following the termination of this Agreement.

     fifteen: TERMINATION FOR CAUSE. Either party may terminate this
        agreement, upon a material breach and significant breach or default
        of this Agreement by the other party which is not cured within thirty
        (30) days after receipt by the defaulting party of a Notice from the
        Non-Defaulting party specifying the nature of such breach or default.

     sixteen: FORCE MAJEURE. Each party to this Agreement shall be excused
        for failures and delays in performance caused by war, governmental
        proclamations, ordinances, or regulations, strikes, lockouts, floods,
        fires, explosions, or other events beyond the reasonable control and
        without the fault of such party. This section shall not, however,
        relieve any party from using reasonable efforts to remove or avoid
        any such events, and any party so affected shall continue performance
        hereunder as soon as reasonably practicable whenever such causes are
        eliminated. Any party claiming any such excuse for failure or delay
        in performance shall give notice thereof to the other party.

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     seventeen: CONSTRUCTION OF AGREEMENT. Nothing in this Agreement shall be
        deemed or constructed to constitute or create between the parties
        hereto a partnership, association, joint venture, franchise or
        agency. CLARK is not a legal representative of TUBBY'S nor SDS. CLARK
        agrees not to use the SDS logo(s), trademark(s), or tradename(s) in
        any manner which would indicate that CLARK has any rights in, or to,
        such logo, trademark, or tradename.

     eighteen: GOOD FAITH. No employee of either party shall solicit, offer
        and/or accept any compensation or anything of value from any employee
        of the other party, from any vendor, or any other person which is in
        any way related to either party's performance under this Agreement,
        whether in the form of a kickback, rebate, gift and/or any other
        form.

        Both parties agree that, in the event they become aware, or have a
        strong suspicion, that such a solicitation, offer and/or acceptance
        has occurred, they shall promptly notify the other party. A breach of
        this provision shall constitute a material breach of this Agreement
        and shall be cause to terminate this Agreement pursuant to Section
        15.

     nineteen: NOTICE. Any notice required or permitted under this Agreement
        shall be deemed to have been sufficiently given if mailed by
        registered or certified mail, postage prepaid to the other parties
        address shown at the beginning of this Agreement.

     twenty: GOVERNING LAW. This Agreement shall be governed by the laws of
        the State of Michigan.

     twenty-one: ENTIRE AGREEMENT. This Agreement constitutes the entire
        agreement between CLARK and SDS with respect to the warehousing and
        distribution of SDS products.

     AGREED TO AND ACCEPTED BY:

     CLARK FOODSERVIC, INC.        SDS/DBA SUBPERIOR DISTRIBUTION SYSTEMS, INC.
     By: Herman Baergen            By:  Robert M. Paganes
         --------------                 -----------------
         Herman Baergen                 Robert M. Paganes

     TUBBY'S, INC., a New Jersey corporation, by executing this Agreement
     agrees to guarantee the obligations of SDS to CLARK FOODSERVICE, INC.,
     pursuant to this AGREEMENT.

     In witness whereof, CLARK and SDS, and TUBBY'S, have caused this
     Agreement to be executed by a duly authorized officer on the day and
     year first herein written.

     CLARK FOODSERVICE, INC.           SUBPERIOR DISTRIBUTION SYSTEMS, INC.
     By: Herman Baergen                By: Robert M. Paganes
     Its: President                    Its: President CEO

                                       TUBBY'S, INC.
                                       By: Robert M. Paganes
                                       Its: President CEO

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