<PAGE>                                             EXECUTION COPY

     
                         AMENDMENT NO. 1
                               TO
                      AMENDED AND RESTATED
                       SECURITY AGREEMENT


          This Amendment No. 1 to Amended and Restated Security
Agreement (this "Amendment"), made as of the 8th day of January,
1997, between FISHER PROPERTIES, INC., an Ohio corporation (herein
the "Grantor"), the Banks which are party to the Credit Agreement
(as hereinafter defined) and KEYBANK NATIONAL ASSOCIATION (as
successor by merger to Society National Bank), as agent for the
Banks (in such capacity, the "Agent"),

                           WITNESSETH:

          WHEREAS, the parent company of the Grantor, Rini-Rego
Supermarkets, Inc., has been extended certain financial
accommodations pursuant to that certain Amended and Restated Credit
Agreement, dated as of May 27, 1993, as amended pursuant to (i)
that certain Amendment No. 1 to Amended and Restated Credit
Agreement, dated as of May 16, 1994, and (ii) that certain
Amendment No. 2 to Amended and Restated Credit Agreement, dated as
of October 6, 1994, (iii) that certain Amendment No. 3 to Amended
and Restated Credit Agreement, dated as of April 28, 1995 and (iv)
that certain Amendment No. 4 to Amended and Restated Credit
Agreement, dated as of the date hereof (as so amended, the "Credit
Agreement"), among Rini-Rego Supermarkets, Inc., the financial
institutions which are a party thereto (the "Banks") and the Agent;


          WHEREAS, the sister company of the Grantor, American
Seaway Foods, Inc., has been extended certain financial
accommodations pursuant to that certain Amended and Restated Credit
Agreement, dated as of May 27, 1993, as amended pursuant to (i)
that certain Amendment No. 1 to Amended and Restated Credit
Agreement, dated as of October 6, 1994, and (ii) that certain
Amendment No. 2 to Amended and Restated Credit Agreement, dated as
of April 28, 1995, and (iii) that certain Amendment No. 3 to
Amended and Restated Credit Agreement, dated as of the date hereof
(as so amended, the "Credit Agreement"), among American Seaway
Foods, Inc., the financial institutions which are a party thereto
(the "Banks") and the Agent;

          WHEREAS, the Grantor is a wholly-owned subsidiary of
Rini-Rego Supermarkets, Inc. and American Seaway Foods, Inc. is a
wholly-owned subsidiary of Rini-Rego Supermarkets, Inc. and the
Grantor will benefit from the financial accommodations made
available to each of the above-referenced companies;
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          WHEREAS, the Grantor has granted to the Agent for the
benefit of the Banks a security interest in its assets pursuant to
that certain Amended and Restated Security Agreement, dated as of
May 27, 1993 (the "Security Agreement");

          WHEREAS, it is a condition to the effectiveness of that
certain Amendment No. 3 to Credit Agreement, dated as of the date
hereof, between American Seaway Foods, Inc. and certain lenders and
that certain Amendment No. 4 to Amended and Restated Credit
Agreement, dated as of the date hereof, between Rini-Rego
Supermarkets, Inc. and certain lenders, that the Security Agreement
be amended as herein provided; and

          NOW THEREFORE, in consideration of the mutual promises
and agreements contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Grantor, the Banks and the Agent do hereby agree
as follows:

                   SECTION 1.  DEFINED TERMS.

          Each defined term used herein and not otherwise defined
herein shall have the meaning ascribed to such term in the Security
Agreement.

        SECTION 2.  AMENDMENTS TO THE SECURITY AGREEMENT.

          The Grantor, the Banks and the Agent hereby agree that
the Security Agreement shall be amended, effective as of the date
hereof and subject to the terms and conditions hereof, as follows:

          2.1  Amendment to Security Agreement.  Each reference to
"Society" or "Society National Bank" in the Security Agreement
shall be amended to read "KeyBank"  or "KeyBank National
Association" as the case may be.  Each reference to "Seaway", "Cash
Collateral Account", "Lockbox" and "Lockbox Account" shall be
deleted.

          2.2  Amendment to Section 1(d).  Section 1(d) shall be
deleted in its entirety and "[Intentionally Deleted]" shall be
substituted in lieu thereof.

          2.3  Amendment to Sections 4, 5.01, 5.02 and 7.  Each of
Sections 4, 5.01, 5.02 and 7 shall be deleted in its entirety and
"[Intentionally Deleted]" shall be substituted in lieu thereof.

          2.4  Amendment to Section 10.  Each of Subsections 10(d)
and 10(e) shall be deleted in its entirety and "[Intentionally
Deleted]" shall be substituted in lieu thereof.

          2.5  Amendment to Section 11.  Section 11(a) shall be
amended to delete clause (ii)(b) of the proviso in its entirety and
"[Intentionally Deleted]" shall be substituted in lieu thereof.<PAGE>
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          2.6  Amendment to Section 12.  Section 12 shall be
amended to delete the second and third sentences of clause (b) in
its entirety and "[Intentionally Deleted]" shall be substituted in
lieu thereof.

          2.7  Amendment to Section 23.  Section 23 shall be
amended by deleting the address of the Agent and inserting the
following in lieu thereof:

               KeyBank National Association
               127 Public Square
               Cleveland, Ohio 44114
               Attention: Large Corporate Department
                          Mr. Richard Pohle

          SECTION 3. REPRESENTATIONS AND WARRANTIES.

          The Grantor hereby represents and warrants to the Banks
and the Agent as follows: 

          3.1  The Amendment.  This Amendment has been duly and
validly executed by an authorized executive officer of the Grantor
and constitutes the legal, valid and binding obligation of the
Grantor enforceable against the Grantor in accordance with its
terms.  The Security Agreement, as amended by this Amendment,
remains in full force and effect and remains the valid and binding
obligation of the Grantor enforceable against the Grantor in
accordance with its terms.  The Grantor hereby ratifies and
confirms the Security Agreement as amended by this Amendment.

          3.2  Nonwaiver.  The execution, delivery, performance and
effectiveness of this Amendment shall not operate nor be deemed to
be nor construed as a waiver (i) of any right, power or remedy of
the Banks or the Agent under the Security Agreement, nor (ii) of
any term, provision, representation, warranty or covenant contained
in the Security Agreement or any other documentation executed in
connection therewith.  Further, none of the provisions of this
Amendment shall constitute, be deemed to be or construed as, a
waiver of any Default or Event of Default under the Security
Agreement as amended by this Amendment.

          3.3  Reference to and Effect on the Security Agreement.
Upon the Effectiveness of this Amendment, each reference in the
Security Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and be a reference to
the Credit Agreement, as amended by this Amendment and each
reference to the Security Agreement in any other document,
instrument or agreement executed and/or delivered in connection
with the Security Agreement shall mean and be a reference to the
Security Agreement, as amended by this Amendment.
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        SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS
                    OF THIS AMENDMENT NO. 1.

          In addition to all of the other conditions and agreements
set forth herein, the effectiveness of this Amendment is subject to
the following conditions precedent:

          4.1  The Amendment.  The Banks and the Agent shall have
received this Amendment No. 1 to Amended and Restated Security
Agreement, executed and delivered by a duly authorized officer of
the Grantor.

          4.2  Other Amendments.  The Banks and the Agent shall
have received each of (i) Amendment No. 5 to Amended and Restated
Guaranty Agreement, executed and delivered by a duly authorized
officer of Riser, (ii) Amendment No. 4 to Credit Agreement in
respect of the Rini-Rego Agreement, executed and delivered by a
duly authorized officer of Rini-Rego, (iii) Amendment No. 3 to
Amended and Restated Credit Agreement, executed and delivered by a
duly authorized officer of American and (iv) the amendments to the
other Security Agreements, each executed by a duly authorized
officer of the company which is a party thereto and all of the
conditions precedent to such Amendments shall have been satisfied.

          4.3  Acknowledgement of Guarantors.  The Banks and the
Agent shall have received the Acknowledgement of Guarantors
attached to this Amendment, executed and delivered by a duly
authorized officer of each of the Guarantors of the indebtedness of
the Grantor to the Banks and the Agent.

          4.4  Other Documents.  The Banks and the Agent shall have
received each additional document, instrument or piece of
information reasonably requested by the Agent, including, without
limitation, any financing statements as may be necessary to
continue the perfection of the security interests created by the
Security Agreements.

                    SECTION 5 MISCELLANEOUS.

          5.1  Governing Law.  This Amendment shall be governed by
and construed in accordance with the laws of the State of Ohio.

          5.2  Severability.  In the event any provision of this
Amendment should be invalid, the validity of the other provisions
hereof and of the Credit Agreement shall not be affected thereby.

          5.3  Counterparts.  This Amendment may be executed in one
or more counterparts, each of which, when taken together, shall
constitute but one and the same agreement.

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          IN WITNESS WHEREOF, the Grantor has caused this Amendment
No. 1 to Amended and Restated Security Agreement to be duly
executed and delivered by its duly authorized officer as of the
date first above written.


                              FISHER PROPERTIES, INC.




                              By:
                              Title:

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ACCEPTED AND AGREED as of
the date and year first above written by:


KEYBANK NATIONAL ASSOCIATION, as a
Bank and as Agent




By:
Title:


NATIONAL CITY BANK,
as a Bank



By:
Title:


NBD BANK, as a Bank



By:
Title:


STAR BANK NATIONAL ASSOCIATION, as a Bank



By:
Title:


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                  ACKNOWLEDGEMENT OF GUARANTORS

          Each of the undersigned, RISER FOODS, INC., RINI-REGO
SUPERMARKETS, INC. (formerly known as Fisher Foods, Inc.), and
AMERICAN SEAWAY FOODS, INC. (formerly known as Heritage
Wholesalers, Inc. and successor by merger to Seaway Food Service,
Inc.), each of which being a guarantor of indebtedness of the
Grantor to the Banks and the Agent, hereby acknowledges and agrees
to the terms of the foregoing Amendment No. 1 to Amended and
Restated Security Agreement.  Each of the undersigned represents
and warrants to the Banks and the Agent that the respective Amended
and Restated Guaranty Agreements (as amended), executed and
delivered by each of the undersigned, each dated as of May 27,
1993, remain the valid and binding obligations of each of the
undersigned, respectively, enforceable against it in accordance
with their terms.


                              RISER FOODS, INC. 



                              By:
                              Title:


                              AMERICAN SEAWAY FOODS, INC. (formerly
                              known as Heritage Wholesalers, Inc.
                              and successor by merger to Seaway
                              Food Service, Inc.)



                              By:
                              Title:


                              RINI-REGO SUPERMARKETS, INC.
                              (formerly known as Fisher Foods,
                              Inc.)




                              By:
                              Title:

Executed:  January    , 1997