EXHIBIT 10.50


THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH "*" AND BRACKETS AND HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION



            WAREHOUSING, DISTRIBUTION AND RELATED SERVICES AGREEMENT
            --------------------------------------------------------

      THIS   WAREHOUSING,   DISTRIBUTION  AND  RELATED  SERVICES  AGREEMENT  the
"Agreement") is made as of March 7,  2008  between  THE GREAT ATLANTIC & PACIFIC
TEA COMPANY, INC., a Maryland corporation with principal  offices  located  at 2
Paragon  Drive,  Montvale,  New  Jersey 07645 ("A&P") and C&S WHOLESALE GROCERS,
INC., a Vermont corporation with principal offices located at 7 Corporate Drive,
Keene, New Hampshire 03431 ("C&S" and together with A&P, the "Parties").

                              W I T N E S S E T H:

      WHEREAS,  C&S  operates  warehouse   and  distribution  centers,  performs
procurement  and  wholesale supply services, and  provides  related  operational
services to its customers; and

      WHEREAS, A&P  has  agreed to retain C&S to provide A&P certain warehousing
and  distribution services,  and  certain  wholesale  supply  services,  on  the
conditions set forth in this Agreement and the schedules hereto.

      NOW,  THEREFORE,  in consideration of the mutual covenants and obligations
hereinafter set forth, the Parties hereto, intending to be legally bound, hereby
agree as follows:

1. PRELIMINARY MATTERS.   The  Parties agree that as of the Effective Date, this
   Agreement shall supersede all  prior  agreements  between  C&S  and  A&P, and
   between  C&S  and Pathmark Stores, Inc. ("Pathmark"), as more fully described
   in Schedule 1.2  hereto.  The Parties also agree that future Approved Budgets
   will  comport with  the  form  of  the  Interim  Budget  attached  hereto  as
   Exhibits 1.4(a)-(g)  so  as  to  facilitate  the  budget process described in
   Schedule 8.

2. WAREHOUSING SERVICES.  During the Term of this Agreement,  C&S  shall provide
   to A&P comprehensive, managed warehouse, distribution and related services on
   the  terms  and  conditions  set  forth  in  this Agreement and the schedules
   hereto,  as  more  particularly  described  in  Schedule 2.    Together,  the
   Warehousing Services, the Transportation Services, the Procurement  Services,
   the Purchasing Services and the Additional Services shall be referred  to  as
   the "Services."

3. FACILITIES  AND  FIXED ASSETS.  Commencing upon the Effective Date, C&S shall
   perform the Warehousing  Services  from  the Facilities listed in Schedule 3,
   and/or from such other warehouse facilities as the Parties may determine from
   time to time, subject to the terms and conditions  set forth in Schedule 3 of
   this Agreement.  C&S shall maintain the Facilities,  and shall invest in such
   Fixed  Assets  in  support  of  the  operations  at the Facilities,  as  more
   particularly described in Schedule 3.

4. TRANSPORTATION SERVICES.  The Parties agree that A&P  will be responsible for
   the overall direction of all outbound transportation to  the  A&P Stores, and
   that  C&S  will  hire,  on  a sub-contracted basis, common carriers  for  the
   delivery of Merchandise to certain  A&P  Stores  all  in  accordance with the
   terms  and  conditions  set  forth  in Schedule 4.  C&S shall manage  inbound
   transportation for the account of A&P  in accordance with the terms set forth
   in  Schedule 4.   In  all  events,  A&P  shall   have  the  right  to  assume
   responsibility  for  all inbound and outbound transportation  and  C&S  shall
   perform such transportation services as A&P may direct.

5. OTHER SERVICES.  C&S agrees  to  provide  certain Other Services on behalf of
   A&P in accordance with the terms and conditions  set forth in Schedule 5.  In
   consideration  for  providing  the  Other  Services, C&S  shall  receive  the
   remuneration set forth in Schedule 5.

6. SERVICES  FEES.   As consideration for performing  the  Services  under  this
   Agreement, C&S shall  receive  from  A&P  payment of the Services Fees as set
   forth in Schedule 6 hereof.

7. PROCUREMENT  AND  PURCHASING  SERVICES; [[*]].   Subject  to  the  terms  and
   conditions of this Agreement, A&P  agrees to buy from C&S certain Merchandise
   for use or resale at the A&P Stores.   The allocation of responsibilities for
   the procurement and purchase of such Merchandise between A&P and C&S shall be
   as set forth in Schedule 7 hereof.  [*].

8. PREPARATION  OF  INITIAL  BUDGET AND ANNUAL  BUDGETS;  SHARED  SAVINGS.   The
   Parties shall agree upon and regularly review annual budgets for all Services
   prepared  to  an engineered standard  on  a  facility-by  facility  basis  in
   accordance with  Schedule 8.   The Initial Approved Budget and all subsequent
   Approved Budgets shall be prepared  and reviewed in accordance with the terms
   and conditions set forth in Schedule 8.

9. REMUNERATION AND PAYMENT OF SERVICES  FEES AND OPERATING COSTS.  A&P will pay
   C&S all Services Fees and will pay or reimburse C&S for all Costs incurred by
   C&S in the provision of the Services under  this  Agreement,  as set forth in
   Schedule 9 hereto.

10.INDEMNIFICATION  AND  INSURANCE;  FORCE  MAJEURE.   Schedule 10  sets   forth
   indemnification rights and insurance arrangements between the Parties.

11.TERM  AND  TERMINATION.   This Agreement will commence on March 30, 2008 (the
   "Effective Date"), and shall  remain  in  effect  through September 29, 2018,
   unless earlier terminated in accordance with Schedule 11.

12.MISCELLANEOUS.   The  general  conditions  and  definitions   set   forth  in
   Schedule 12 are incorporated herein by reference and made a part hereof.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       2

<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the  date
first written above.

THE GREAT ATLANTIC AND                          C&S WHOLESALE GROCERS, INC.
PACIFIC TEA COMP.


By:/s/ Eric Claus                               By:/s/ Richard B. Cohen
   --------------                                  --------------------
Name:  Eric Claus                               Name:  Richard B. Cohen
Title: President and Chief                      Title: Chairman and Chief
       Executive Officer                               Executive Officer






                                       3

<PAGE>
                                   SCHEDULE 1

                              PRELIMINARY MATTERS
                              -------------------

PRELIMINARY  STATEMENT.  The Parties wish to materially change their contracting
relationship as  it  exists  under  the  Prior  Agreements  (as  defined below).
Specifically,  the  Parties  wish  to  establish,  as  of the Effective Date,  a
strategic  "open-book"  relationship  to  merchandise,  procure,  warehouse  and
distribute  supermarket  products to the A&P Stores in the  most  cost-efficient
manner possible.  The Parties  further desire to collaborate with respect to the
exploration, evaluation and implementation of practices and procedures to reduce
A&P's total supply chain costs and  allow  each  Party to share equitably in the
benefits of such practices and procedures.

1.1   EFFECTIVE DATE.  The "Effective Date" shall mean March 30, 2008.

1.2   PRIOR AGREEMENTS.  The Parties agree that, subject  to  the  terms hereof,
      and  except  as expressly provided herein, the Master Supply Agreement  by
      and between A&P  and  C&S dated October 27, 2003 (the "Master Agreement"),
      the Supply Agreement by  and  between A&P and C&S dated June 27, 2005 (the
      "Ocean Agreement"), and the First Amended and Restated Supply Agreement by
      and  between  Pathmark  and  C&S dated  January 29,  1998  (the  "Pathmark
      Agreement"),  together  with all  amendments  thereto  (collectively,  the
      "Prior Agreements") shall  remain  in force and effect until the Effective
      Date.  On the Effective Date, this Agreement  shall  replace and supersede
      the  Prior  Agreements  in  all  respects, the Prior Agreements  shall  be
      terminated and no longer in effect  as  of the Effective Date, and neither
      of  the  Parties  hereto  shall  thereafter have  any  rights,  duties  or
      obligations under the Prior Agreements; provided, however, with respect to
      any  claim  or  cause  of action that  becomes  known  subsequent  to  the
      Effective  Date  (and  should   not  have  been  known,  through  ordinary
      diligence, prior to the Effective  Date)  and arises from or is related to
      any set of facts or circumstances which arose  or  existed  prior  to  the
      Effective Date, the terms and conditions of the respective Prior Agreement
      (including  those  related  to  dispute resolution) shall control.  [[*]].
      All claims that were known to a complaining  Party,  or  through  ordinary
      diligence  should  have  been  known by such Party, prior to the Effective
      Date shall be deemed waived and  the  complaining  Party  shall be forever
      barred from raising such claims as against the other, except  as otherwise
      set  forth  in this Schedule 1.2 or with respect to such amounts  as  have
      been properly  billed  before  the date hereof but not paid as of the date
      hereof.  For the avoidance of doubt,  no  Affiliates of the Parties are or
      shall  be  deemed  to be Parties to this Agreement.   Notwithstanding  the
      foregoing, each Party represents and warrants to the other Party that none
      of its Affiliates possesses  any  claims  against  such  other Party.  A&P
      hereby represents that as the sole shareholder of Pathmark,  A&P  has  all
      proper  right  and authority to consent to the termination of the Pathmark
      Agreement and to waive any and all potential Pathmark claims and causes of
      action in accordance with the terms of this Schedule 1.2.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       4

<PAGE>

1.3   SUPPLY CHAIN EVALUATION.   A&P  and  C&S wish to work together to create a
      network of distribution centers that, to the greatest extent possible, are
      dedicated exclusively to the service of  A&P  and the delivery of products
      to  the  A&P  Stores.   [[*]].   The  Parties  further  wish  to  identify
      opportunities to achieve warehousing and distribution  efficiencies and to
      implement practices and policies that will minimize A&P's costs throughout
      the  supply  chain.  In furtherance of these goals, the Parties  agree  to
      jointly retain during the "Ramp-Up Period" (defined in Schedule 1.4 below)
      and annually thereafter  the  consulting firm of [*] or an equivalent firm
      ("Consultant") to conduct a comprehensive  evaluation  of  the  entire A&P
      supply  chain  and  to  make  recommendations with respect to, among other
      areas, supply chain network configuration,  facilities  design, technology
      and  systems  design,  loss  prevention and health and safety,  budgeting,
      operating best practices and policies,  performance  standards  and shared
      cost-savings/incentive-sharing   opportunities.   The  Parties  by  mutual
      agreement shall retain Consultant  and  shall each pay fifty percent (50%)
      of  the  fees  incurred by Consultant in providing  services  pursuant  to
      Schedule 1.3.  The  Parties  anticipate  that they will spend no more than
      [*]  annually,  in  the  aggregate,  in  fees and  expenses  paid  to  the
      Consultant.   The  Parties  shall  incorporate   the   recommendations  of
      Consultant in the creation of the Initial Approved Budget  and  subsequent
      Approved Budgets, the Service Specifications and Performance Measures, and
      other  warehousing practices and policies that will be implemented  on  or
      after the Effective Date.

1.4   RAMP-UP  PERIOD  AND  INTERIM  BUDGET.   The  period  commencing  with the
      Effective Date and continuing through September 28, 2008 shall be referred
      to as the "Ramp-Up Period."  During the Ramp-Up Period, the Parties  shall
      operate  in  accordance with the budgeted costs and income items set forth
      in   the   following    Exhibits:     Exhibit 1.4(a)   (Budget   Summary),
      Exhibit 1.4(b)   (Total   Warehousing   Costs),    Exhibit 1.4(c)   (Total
      Transportation  Costs);  Exhibit 1.4(d)  (Total  Direct  Overhead  Costs);
      Exhibit 1.4(e)  (Capital  Expenditures);  Exhibit 1.4(f)  (Total  Services
      Fees); and Exhibit 1.4(g) ([*]) (collectively,  Exhibits 1.4(a)-(g)  shall
      be  referred  to  as  the  "Interim  Budget").   Certain components of the
      Interim Budget shall also serve as the "Baseline Budget" which the Parties
      shall use for the purpose of computing whether and  to  what extent a Cost
      Savings  Gainshare  Incentive  Fee  is  payable  to  C&S  as described  in
      Schedule 8.11 hereof.  The Initial Approved Budget and all future Approved
      Budgets will comport with the form of the Interim Budget, and will include
      the same Budget Summary and categories of line item expenses and revenues.

1.5   INITIAL  APPROVED  BUDGET.  Commencing promptly after the Effective  Date,
      the Parties shall conduct  meetings  for  the  preparation  of the Initial
      Approved  Budget  and  the  Service  Specifications  in  accordance   with
      Schedule 8 hereof.  The Parties shall collaborate with the Consultant with
      respect  to the preparation of the Initial Approved Budget and the Service
      Specifications  and  the  Parties shall make best efforts to complete them
      not later than thirty (30)  days  prior  to  the commencement of the First
      Contract Year.  In the event


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       5

<PAGE>

      that any of the Initial Approved Budget and/or  the Service Specifications
      have not been agreed upon by the Parties at least  thirty (30)  days prior
      to  the  first  day of the First Contract Year, any such dispute shall  be
      resolved in accordance  with  the dispute resolutions provisions set forth
      in Schedule 12 of this Agreement.   The  Initial  Approved Budget shall be
      the Approved Budget for the First Contract Year.  The  Parties  agree that
      the  Initial  Approved  Budget  and  each subsequent Approved Budget shall
      cover  periods corresponding to C&S's fiscal  year,  which  is  a  52-week
      period (or  53-week  period every five to six years) that runs through the
      last  Saturday  in  September.   The  Parties  will  make  any  prorations
      necessary to account  for the Ramp-Up Period or any 53-week Contract Year.
      The schedule of Contract  Years  for  the Term is set forth on Exhibit 1.5
      attached hereto.





                                       6

<PAGE>
                                   SCHEDULE 2

                              WAREHOUSING SERVICES
                              --------------------

2.1   WAREHOUSING AND LOGISTICS SERVICES.  During  the  Term  of this Agreement,
      C&S shall provide to A&P (and, with respect to any A&P Operated  Facility,
      A&P  shall  perform  on its own account) comprehensive managed warehousing
      and logistics services  on  the  terms  and  conditions  set forth in this
      Agreement (the "Warehousing Services"), including but not limited to:  the
      daily operation and maintenance of the Facilities; handling and confirming
      receipt  of  inbound  orders;  loading and unloading; storage;  selection;
      pallet building; case labelling  (where  applicable);  providing  off-site
      resources  for  logistics  management  or  analytical services; processing
      claims  for recovery of lost or damaged Merchandise,  as  applicable;  the
      Recyclable   Material  Processing  Services;  providing  trained,  skilled
      personnel; and  interfacing with A&P personnel, all in accordance with the
      performance standards  set  forth  below  and the operating procedures and
      Service Specifications (the "Services Standards") and targeted performance
      levels (the "Performance Measures") that shall be set forth in the Service
      Specifications   and  made  a  part  of  this  Agreement.    The   Service
      Specifications shall  also  set forth (i) A&P's obligations that relate to
      the  Services performed by C&S  including,  but  not  limited  to,  timely
      provision  of  orders,  ad  forecasts,  resolving  issues with short-coded
      product, product discontinuances, new items, etc., and  (ii) the penalties
      that shall be assessed to C&S for its failure to perform  the  Services in
      compliance  with  the  Service  Specifications; provided that in no  event
      shall C&S be required to pay any  such  penalty to the extent:  y) C&S has
      already borne Costs resulting directly from  the  failure  to  perform for
      which  the  penalty  is  being assessed (i.e., in the case of controllable
      Costs in excess of the Approved  Budget);  and z) the amount of such Costs
      exceeds  the  amount  of  the  penalty  prescribed   under   the   Service
      Specifications.   The  Service Specifications may be revised from time  to
      time in accordance with Schedule 8.

2.2   ADDITIONAL SERVICES.  From  time to time, A&P may request the provision of
      additional  services  not  within   the  scope  of  Services  ("Additional
      Services").  In such event, A&P and C&S  shall  negotiate in good faith to
      mutually agree upon a description of such Additional  Services,  including
      revisions  to  the Service Specifications, if necessary, and an adjustment
      of the Approved  Budget,  as  determined  or  adjusted  in accordance with
      Schedule 8.   For  the  purposes  of  this  Agreement,  to the extent  the
      Additional  Services  are  mutually  acceptable  to  C&S  and  A&P,   such
      Additional  Services  shall  form  part  of the Services hereunder and the
      Parties will mutually determine an appropriate  adjustment to the Services
      Fee, if applicable.

2.3   EXCLUSIVITY.   Except as may be otherwise stated in  this  Agreement,  A&P
      agrees that for  the Term of this Agreement it shall not contract with any
      third party other  than C&S for the rendering of the Warehousing Services,
      except with regard to  promotional,  seasonal,  cross-dock,  DSD and other
      high-velocity  or  specialty  Merchandise.  Notwithstanding the foregoing,
      nothing in this Agreement shall be deemed to prohibit or restrict A&P from
      performing Warehousing Services on its own account or from contracting for
      any Warehousing Services with any  Affiliate of A&P, provided that neither
      the Base Management Fee nor the Administrative  Management  Fee payable to
      C&S under this



                                       7

<PAGE>

      Agreement shall be reduced as a result of A&P exercising its  rights under
      this Schedule 2.3.  Without limiting the foregoing in any way,  the  Costs
      related to the Facilities and Fixed Assets shall continue to be chargeable
      to  A&P  during  the  Term  of  the  Agreement even to the extent such are
      underutilized in the event of A&P's exercise  of  its  rights  under  this
      Schedule 2.3.

2.4   PERFORMANCE   STANDARDS.   In  addition  to  the  Services  Standards  and
      Performance Measures, C&S covenants and agrees to perform the Services and
      to maintain and operate the Facilities (including the cleanliness thereof)
      with  the  degree   of  care,  skill  and  diligence  consistent  with  an
      experienced, reputable warehouseman operating a warehouse and distribution
      service network in the  Northeast  United  States,  to  the  extent  C&S's
      ability  to  perform  the  Warehouse  Services  in  accordance  with  such
      standards is not prohibited by the Approved Budget, the Flex Budget or the
      withholding  by  A&P  of  any required approval.  C&S covenants and agrees
      that it shall use commercially  reasonable efforts to identify for A&P all
      necessary and desirable steps and  measures  to  permit C&S to comply with
      its obligations under this Schedule so as to provide  A&P  the opportunity
      to  include  such  steps and measures in the Approved Budget or  the  Flex
      Budget and to provide any required approvals.

2.5   WAREHOUSING SERVICES  TO BE PROVIDED FROM THE FACILITIES.  The Warehousing
      Services will be provided from the Facilities (as defined in Schedule 3.1)
      and from such other applicable  facilities  as  may be permitted under the
      terms of this Agreement.

2.6   C&S COVENANTS.  In addition to any of its other obligations  as set out in
      this  Agreement,  C&S covenants and agrees that during the Term  it  will,
      consistent with the performance standards set forth in Schedule 2.4 above:

      (a)   take all necessary  and  desirable  steps and precautions to protect
            Merchandise  from weather, water, theft,  vandalism  and  all  other
            reasonably foreseeable hazards and damages;

      (b)   comply with all federal, provincial and municipal governmental laws,
            rules,  regulations,   by-laws,   zoning   legislation,  guidelines,
            ordinances, orders of any municipal or other  government  body,  and
            any  other restrictions, covenants and other limitations (including,
            without  limit,  those  in  respect  of environmental and health and
            safety matters) applicable to the occupation  and  operation  of the
            Facilities, the providing of the Services and the Other Services and
            to otherwise comply with the terms and conditions of this Agreement.
            C&S  shall keep in full force and effect all licenses, registrations
            and other  qualifications  imposed  by  any  applicable governmental
            authorities necessary to occupy and operate the  Facilities,  and to
            provide  the  Services  and  to  otherwise  fulfill  the  terms  and
            conditions of this Agreement;

      (c)   except  as otherwise instructed by A&P, not place any Merchandise in
            proximity  to  any  other products or any material that is or may be
            noxious, flammable, hazardous or whose characteristics may adversely
            affect the quality, fitness or intended purpose, merchantability and
            other characteristics of the Merchandise or





                                       8

<PAGE>

            otherwise  cause  in  any   manner   whatsoever  Merchandise  to  be
            adulterated or deteriorate; provided that C&S shall use commercially
            reasonable  efforts  to  notify  A&P  where   any   of  the  Service
            Specifications or provisions in the Approved Budget are inconsistent
            with the protections referred to in this sub-schedule (c); and

      (d)   maintain all of the Fixed Assets in good working order  and promptly
            (or  as  soon as practicable in the case of refrigeration equipment)
            repair and/or  replace  any  Fixed Assets that may prevent or hinder
            C&S's ability to provide the Services  in  accordance with the terms
            and conditions of this Agreement.  C&S covenants  and agrees that it
            shall use commercially reasonable efforts to identify  all necessary
            and desirable maintenance and repair requirements outlined  in  this
            sub-schedule (d)  for  A&P and to provide A&P with an opportunity to
            include such requirements in the Approved Budget.

2.7   INDEPENDENT CONTRACTOR.  It is  expressly  intended  by the Parties hereto
      and each Party hereby specifically warrants, represents  and  agrees, that
      each  Party (the "Performing Party" for the purposes of this Schedule)  is
      an independent contractor having its own established place of business and
      all persons  assisting  the  Performing  Party  in  the performance of its
      obligations under this Agreement are and shall be deemed  the employees of
      the  Performing  Party or under contract to the Performing Party  for  all
      purposes, and not  of the other Party or any Affiliate of the other Party.
      It is further intended  and  agreed  between  the  Parties that each Party
      shall  have  sole  control  of  the  manner  and  means of performing  its
      obligations under this Agreement.  The specific means of accomplishing the
      purposes  of  this  Agreement  shall  be  left  to the discretion  of  the
      Performing  Party,  provided  that  the  purpose  of  this   Agreement  is
      accomplished in a cost-effective manner and otherwise in a manner intended
      to benefit A&P and C&S.  Each Party agrees that its officers, managers, or
      other  management  or supervisory personnel employed by them shall  effect
      such management, direction and control in the sole and complete discretion
      of such Party.

2.8   INVENTORY CONTROL.   The  Parties  hereto  agree  that  they will agree to
      appropriate inventory control procedures (e.g., physical  inventories  and
      cycle  counts,  as applicable) as part of the Service Specifications.  The
      Parties will further  include in the Service Specifications procedures for
      regulating inventory levels  (including  investment  buy  formulas, taking
      into  account  the  cost  of money, and allocations of responsibility  for
      inventory level overages or shortfalls) and handling short-coded or excess
      product.

2.9   RECYCLABLE MATERIAL PROCESSING.   C&S  agrees  that throughout the Term of
      this  Agreement  it shall manage the processing of  certain  non-hazardous
      recyclable materials  located  at the A&P Stores or held at the Facilities
      for  use  or  resale at the A&P Stores  including,  but  not  limited  to,
      cardboard, pallets  and  plastic  materials (the "Recyclable Material") on
      A&P's behalf (the "Recyclable Material  Processing Services") and shall be
      considered to be part of the Warehousing  Services.   Recyclable  Material
      expressly excludes:  (i) Merchandise and other items traditionally handled
      through reclamation; and (ii) environmentally hazardous materials or  food
      waste.   Specifically, A&P agrees to bale or package in an orderly fashion
      all Recyclable Material at the A&P Stores, and to label





                                       9

<PAGE>

      all such packages,  so  as  to permit their collection, inventory, and the
      tracking of their movement, as  set  forth  in the Service Specifications.
      C&S agrees to package Recyclable Materials at  the  Facilities in the same
      manner.   C&S  agrees  to recover all Recyclable Materials  from  the  A&P
      Stores, and to assemble  the  packages  of all Recyclable Materials at the
      Facilities, and shall arrange for the transport  of  all such materials to
      an appropriate location for processing.  All Recyclable  Materials will be
      processed  by  C&S  in  accordance  with the Service Specifications.   C&S
      agrees to establish and maintain a means  of  tracking  and  reporting the
      movement  of  all  Recyclable  Materials  from  the  A&P  Stores  and  the
      Facilities,  as  well  as  the  redemption  or  other  processing  of such
      Recyclable Materials on a unit-by-unit basis.  The Parties acknowledge and
      agree  that  such  a  tracking  process does not exist as of the Effective
      Date, but in no event will C&S establish  and  deploy  a  tracking  system
      later  than  ninety (90) days after the Effective Date.  [[*]]. All labor,
      transportation   and  other  costs  incurred  by  C&S  in  performing  the
      Recyclable Material  Processing  Services  shall  be  deemed to constitute
      Costs,  as that term is hereinafter defined.  Unless otherwise  agreed  in
      the Service  Specifications, the A&P Stores will not load dunnage or other
      refuse on C&S's or its contractors' trailers.  [*].


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       10

<PAGE>

                                   SCHEDULE 3

                          FACILITIES AND FIXED ASSETS
                          ---------------------------

3.1   FACILITIES.  Commencing  on  the  Effective Date and continuing throughout
      the Term of this Agreement, C&S (and,  in  the  case  of  the  Edison GMDC
      Facility,  A&P)  shall perform all Warehousing Services and Transportation
      Services  hereunder  from  the  following  warehouse  and/or  distribution
      centers that  are owned or leased by C&S or one of its Affiliates, and any
      new or replacement  warehouse  and/or  distribution  centers,  subject  to
      Schedule 3.5 (the "Facilities"):

      (a)   Facilities  Dedicated  Exclusively to Service of A&P Stores (each, a
            --------------------------------------------------------------------
            "Dedicated Facility"):
            ----------------------

                  Facility                       Product Category(ies)
                  --------                       ---------------------

            [*]                                  [*]

      *   [*]

      **  [*]

      (b)   Facilities Servicing A&P  and at least one other C&S Customer (each,
            --------------------------------------------------------------------
            a "Shared Facility"):
            ---------------------

                  Facility                       Product Category(ies)
                  --------                       ---------------------

            [*]                                  [*]

      (c)   Facilities Operated by A&P (each, an "A&P Operated Facility"):
            --------------------------------------------------------------

                  Facility                       Product Category(ies)
                  --------                       ---------------------

            [*]                                  [*]

      (d)   Shipping Origin.  A schedule  setting  forth  each of the A&P Stores
            that are serviced by each of the Facilities listed  above  has  been
            annexed  to  this  Agreement as Exhibit 3.1.  Subject to a change in
            the roster of Facilities  set  forth  in 3.1(a) and (b) above by the
            establishment of new, replacement or additional  Facilities  as  set
            forth  in  Schedule 3.5,  the  shipping  origin of A&P Stores may be
            changed in accordance with this Schedule 3.1(d).   A&P  may instruct
            C&S  to  change  the  shipping  origin  of  one  or more A&P Stores;
            provided, however, any change to the shipping origin  of A&P Stores,
            whether  singly  or  in  the  aggregate,  that  could reasonably  be
            expected to (a) increase or decrease the volume of any Shared


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       11

<PAGE>

      Facility  by [*]  or more [[*]] shall require  the  mutual
      written consent of C&S and A&P.  In  addition,  the  Parties may agree, at
      any  time, to change the shipping origin of any one or  more  A&P  Stores.
      Changes  of  shipping origin of A&P Stores that occur during the course of
      any Contract Year shall be reflected in a Flex Budget.

3.2   DEDICATED  FACILITIES.    The  Parties  acknowledge  and  agree  that  the
      Dedicated Facilities are exclusively  utilized  to  support the A&P Stores
      serviced from such Facilities.  C&S covenants and agrees  that it will not
      perform any services or other activities of any sort whatsoever  at any of
      the Dedicated Facilities (a) on behalf of its other customers, (b) on  its
      own  account,  or  (c) for  A&P Stores other than the A&P Stores which are
      normally  serviced by such Dedicated  Facilities,  except  to  the  extent
      expressly consented to in advance and in writing by A&P.  Furthermore, C&S
      agrees it will  not, without A&P's prior written approval, warehouse at or
      transfer to or from  any  Dedicated  Facility  any Merchandise that is not
      intended for use or resale at the A&P Stores serviced  by  such  Dedicated
      Facility,   nor  will  C&S  otherwise  transfer  Merchandise  between  any
      Facilities.   To  the extent A&P gives written approval to C&S with regard
      to  the  activities  for  other  customers  otherwise  prohibited  in  the
      preceding  two (2)  sentences,   C&S  will  account  for  and  record  any
      incremental expense incurred in connection  with  such activities and such
      expenses  will  not  be  considered  Costs under this Agreement  and  will
      therefore not be chargeable to A&P.  The Parties will periodically explore
      additional  opportunities  to  transfer  the   A&P   Volume  to  Dedicated
      Facilities.   To  the  extent  any  Shared  Facility ceases  to  hold  any
      significant amount of case volume for C&S customers  other than A&P Volume
      for a period of time not less than one Contract Quarter, A&P and C&S shall
      jointly determine if such Shared Facility shall be treated  as a Dedicated
      Facility for the purposes of this Agreement.

3.3   A&P OPERATED FACILITIES.  A&P shall be permitted to occupy and operate any
      A&P  Operated  Facility,  and to perform the Warehousing Services  or  any
      other activities at such A&P  Operated  Facility  in  any  manner  of  its
      choosing, subject to A&P's obligations under this Agreement.  [*].

3.4   REAL ESTATE OBLIGATIONS.  A statement of all Real Estate Obligations as of
      the  Effective  Date  has  been  annexed to this Agreement as Exhibit 3.4.
      Subject to Schedule 3.5, below, C&S covenants and agrees that it shall not
      alter or add to any of the terms of  the  current  Real Estate Obligations
      (or  any  of  the future Real Estate Obligations established  pursuant  to
      Schedule 3.5 below)  without first notifying A&P in writing.  Furthermore,
      C&S agrees that to the  extent  it  enters  into any real estate financing
      transactions  with  respect  to  an existing Facility  for  the  exclusive
      benefit of C&S (e.g., a sale-leaseback  transaction) which would give rise
      to Costs in excess of what is set forth in  the  Approved  Budget  for the
      Contract  Year in which such real estate financing transaction was entered
      into, C&S will  hold  A&P  cost  neutral  with respect to such real estate
      financing transactions for such


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       12

<PAGE>

      Contract Year and for all future Contract Years.   The  preceding sentence
      shall not apply to renewals, extensions or modifications  of  existing  or
      future Real Estate Obligations in the ordinary course of business.

3.5   FACILITY RELOCATION, CLOSURE, OPENING OR CONSTRUCTION.  From time to time,
      C&S  may  propose  to  undertake  a  relocation  or closure of a Facility;
      material enhancement of a dedicated Facility requiring capital expenditure
      that is not already reflected in the Capital Expenditures component of the
      Approved Budget; or opening or construction of a new Facility dedicated to
      A&P  (each,  a  "Facility  Decision").   Prior to undertaking  a  Facility
      Decision, C&S covenants and agrees that it  will  consult  with  A&P  with
      regard to such Facility Decision.  The Parties shall discuss in detail and
      in  good  faith  (a) any  capital  expenditure requirements related to the
      Facility Decision and the impact of  such  expenditures  on  the Capex and
      Approved Budgets, including ROI assumptions; (b) the costs related  to the
      Facility   Decision,  including  any  applicable  shut-down  expenses  and
      liabilities,   severance,   [[*]]  and  pension  contributions  for  prior
      underfunding, start-up costs,  stranded  facility costs, and cost of money
      for  either party (their respective "Facility  Decision  Costs");  (c) the
      projected  operational savings that will accrue once the Facility Decision
      Costs have been  fully  mitigated;  and  (d) the  impact  of  the Facility
      Decision  on  C&S's  compliance with the Service Specifications and  other
      performance of the Services under the Agreement. [*]

                     (i)   [*]

                     (ii)  [*]

                     (iii) [*]

                     (iv)  [*]

      [*].

3.6   FIXED ASSETS.  A&P recognizes,  understands  and  agrees  that  C&S may be
      required  to  purchase, lease or license equipment or systems specifically
      dedicated to support  the Services and necessary to meet C&S's obligations
      to  A&P  under this Agreement.   Except  with  respect  to  any  Emergency
      Expenditures,  the  Parties  agree  that  C&S  shall  not purchase, lease,
      license or otherwise acquire any new Fixed Assets, or change the financing
      terms of any current Fixed Asset financing arrangements,  which would give
      rise  to Costs in any Fiscal Accounting Period in excess of  what  is  set
      forth in  the  Approved Budget without first obtaining the written consent
      of A&P, which consent  shall  not  be  unreasonably  withheld,  delayed or
      conditioned.  Any and all Fixed Assets which give rise to Costs chargeable
      to   A&P   hereunder   shall  be  depreciated  in  accordance  with  C&S's
      depreciation  schedule  for   such  Fixed  Assets  as  set  forth  on  the
      Depreciation Schedule annexed hereto this Agreement as Exhibit 3.6.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       13

<PAGE>

                                   SCHEDULE 4

                            TRANSPORTATION SERVICES
                            -----------------------

4.1   GENERAL.  For so long as A&P may direct during the Term of this Agreement,
      C&S shall be responsible for inbound transportation of Merchandise to such
      Facilities  and A&P Stores as A&P  may  direct,  and  shall  provide  such
      services in accordance  with  the  terms  of  this  Schedule 4.   C&S will
      further  be responsible for the routing and overall management of outbound
      transportation  and  delivery  of Merchandise from such Facilities to such
      A&P Stores as A&P may direct, and  C&S  shall  hire  third-party  contract
      carriers  to  deliver  certain  Merchandise  to  the  A&P  Stores,  all in
      accordance   with  this  Schedule 4  or  otherwise  as  directed  by  A&P.
      Notwithstanding  the  foregoing,  the  A&P  Stores bannered "Pathmark" are
      currently  serviced  by  Grocery Haulers, Inc. ("GHI")  under  a  contract
      directly with A&P, and C&S  has  no management or oversight responsibility
      with respect to GHI or the outbound  transportation  of Merchandise to the
      A&P  Stores  bannered "Pathmark".  Until such time as A&P  may  amend  its
      contract with  GHI,  GHI shall be responsible for the routing and delivery
      of all shipments of Merchandise  to  the  A&P  Stores  bannered  Pathmark.
      Together, C&S's management of the inbound and outbound transportation  and
      hiring  of  contract  carriers as set forth herein shall be referred to as
      the "Transportation Services".   The  Parties  agree that, in its sole and
      exclusive discretion, A&P may elect, upon commercially  reasonable  notice
      to  C&S,  to  assume exclusive responsibility for, or to contract with any
      third party to manage, the Transportation Services; provided that any Base
      Management Fee  or  Administrative Management Fee payable to C&S hereunder
      this Agreement shall  not  be  reduced  as  a result of A&P exercising its
      right  under this Schedule 4.1; and provided further  that  A&P  shall  be
      responsible  for  assuming  from  C&S  such  tractors,  trailers and other
      similar  assets  owned  or  leased  by  C&S that C&S can demonstrate  were
      utilized in its performance of the Transportation  Services and which will
      not  be  used by C&S as a result of A&P exercising its  rights  hereunder.
      C&S agrees  to  act  in  a commercially reasonable fashion to mitigate any
      expense or losses associated  with  such  assets prior to A&P's assumption
      thereof.

4.2   INBOUND TRANSPORTATION.  Subject to A&P's rights  in  Schedule 4.1  above,
      C&S  shall  manage  inbound  delivery of Merchandise as it is shipped from
      A&P's vendors to the Facilities.   C&S  shall  use commercially reasonable
      efforts to solicit bids from, and to otherwise negotiate  with,  reputable
      third-party  contract  carriers  for  inbound transport rate proposals  to
      obtain the lowest possible rate for the  delivery  of Merchandise from the
      A&P vendors to the Facilities.  A&P shall have the right  to  audit and/or
      monitor  C&S's  bidding  processes  with regard to inbound transportation.
      [[*]].  C&S shall provide to A&P, on  a  continuous  and  ongoing basis, a
      report  setting forth all negotiated contract rates for the  transport  of
      Merchandise  from  the  A&P  vendors  to  the  Facilities (the "Negotiated
      Inbound  Rates").   Subject  to  the  availability and  capacity  of  such
      contract carriers, C&S


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       14

<PAGE>

      shall  invoice  A&P  the Negotiated Inbound  Rates  for  any  delivery  of
      Merchandise from the A&P vendors to the Facilities.

4.3   OUTBOUND TRANSPORTATION.   The Parties agree that C&S, in cooperation with
      A&P and subject to A&P's strategic direction and right to assume exclusive
      responsibility for the Transportation  Services,  shall be responsible for
      the design, development and implementation of the outbound  transportation
      activities,   including,   but  not  limited  to,  transportation  network
      configuration   and  routing,  and   for   the   overall   management   of
      Transportation Services  supporting  the  A&P  Stores,  except for the A&P
      Stores  serviced  by  GHI  as  set forth in Schedule 4.1.  C&S  agrees  to
      arrange,  through the hiring of reputable  contract  carriers  on  a  sub-
      contracted basis, for the diligent, professional and expeditious transport
      of such Merchandise  to the A&P Stores, except for the A&P Stores serviced
      by GHI.  C&S agrees to  arrange,  through  its  contract carriers, for the
      provision  of  transportation  services,  including such  accessorial  and
      special services that may relate to transportation  services  and  may  be
      requested  by A&P, and to adhere to, and to cause its contract carriers to
      adhere to, the  standards  of  service, delivery specifications, and other
      service requirements as set forth  in  the  Service  Specifications.   C&S
      acknowledges  and  agrees  that  it  will  be  responsible  to A&P for the
      performance  of  the  transportation  services  by such contract carriers.
      C&S's performance of the Transportation Services set forth herein shall be
      based  upon the Service Specifications and other projections,  information
      and directions provided by A&P to C&S.  All costs associated with outbound
      transportation  to  the A&P Stores shall be estimated and agreed to by the
      Parties, shall be regarded as Costs herein, and shall be incorporated into
      and made a part of the  Interim  Budget and any Approved Budget.  Title to
      Merchandise shall remain with C&S  until  (i) such  time  as  the  trailer
      containing  Merchandise exits the loading dock of the applicable Facility,
      in the case of  Merchandise  that  is  picked  up  from  the Facility by a
      contract  carrier  arranged for by A&P; or (ii) such time as  the  trailer
      containing Merchandise  is  received  at the destination A&P Store, in the
      case of Merchandise that is picked up from  the  Facility  by  a  contract
      carrier arranged for by C&S.  Theft of Merchandise or Fixed Assets from an
      A&P  Store  location shall not be the responsibility of C&S, unless it  is
      theft committed  by  a  contract  carrier  or  other party for whom C&S is
      responsible under this Schedule.



                                       15

<PAGE>

                                   SCHEDULE 5

                                 OTHER SERVICES
                                 --------------

5.1   GENERAL.  C&S agrees to perform certain services (the "Other Services") on
      A&P's  behalf  that  are incidental or in addition  to  the  Services,  as
      specified in this Schedule 5.   The  Parties agree that the costs incurred
      by C&S in connection with the rendering  of  the  Other  Services, and all
      compensation earned by C&S in connection therewith, shall  not  constitute
      Costs  but  shall  remain  the  sole  responsibility  of  C&S and shall be
      excluded  from  the  calculation  of the Interim Budget and shall  not  be
      incorporated into or made a part of  any subsequent Approved Budgets under
      Schedule 8.

5.2   COUPON  PROCESSING  SERVICES.  C&S agrees  that  it  will  perform  coupon
      processing services with respect to all of the A&P Stores (excluding those
      stores that as of the  Effective  Date  are  bannered  as  "Pathmark"  and
      excluding  stores that A&P may acquire, unless otherwise agreed in writing
      by the Parties).   C&S  agrees  that  it  shall  commence  performing such
      services  as  soon as reasonably practicable following the Effective  Date
      (which shall be  no  later  than August 2008) [[*]]. The Coupon Processing
      Services  will  be  performed in  accordance  with  terms  and  conditions
      established by A&P and  C&S  and  set forth in the Service Specifications,
      [*]. A&P will pay to C&S a fee of [*] per Contract Year for such services,
      which  will  be  payable  in  accordance  with  Schedule 9  hereof.   [*].
      Notwithstanding the foregoing, the Parties further agree that:  (a) if the
      coupon business materially changes during the Term and there is a material
      reduction in the prevalence of  paper  coupons, [*] then the Parties shall
      discuss  an  appropriate modification to the  coupon  processing  services
      and/or the fee payable by A&P to C&S hereunder.

5.3   ACCOUNTS RECEIVABLES  DEDUCTIONS.   C&S agrees that throughout the Term of
      this Agreement it shall process and collect  on  A&P's behalf all accounts
      receivable  deductions  that are due A&P from the A&P  vendors  ("Accounts
      Receivables Deductions") and which A&P may direct C&S to so collect.  [*].

5.4   RECLAMATION.  C&S agrees  that  throughout  the  Term of this Agreement it
      shall  perform  reclamation  services  (the "Reclamation  Services")  with
      respect to all damaged, discontinued or  unsalable  Merchandise located at
      the A&P Stores in accordance with the terms and conditions  set  forth  in
      Exhibit 5.4 hereto.  [*].


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


                                       16

<PAGE>

                                   SCHEDULE 6

                                 SERVICES FEES
                                 -------------

6.1   GENERAL.    In  addition  to  any  other  amounts  payable  hereunder,  as
      consideration  for  performing  the  obligations under this Agreement, A&P
      shall pay to C&S the Services Fees, as  set  forth  and defined below.  In
      addition to the Base Management Fee and the Administrative Management Fee,
      A&P  shall also pay to C&S the Incremental Volume Fee,  the  Cost  Savings
      Gainshare  Incentive  Fee and the [*] if certain conditions are satisfied,
      as described below.  For  purposes  of this Agreement, the Base Management
      Fee, the Administrative Management Fee,  the  Incremental  Volume Fee, the
      Cost  Savings  Gainshare  Incentive  Fee and the [*] shall be referred  to
      herein as the "Services Fees."  Services  Fees  shall also include (a) the
      fees and/or [*] by A&P with respect to the Other Services as
      set  forth in Schedules 5.2, 5.3 and 5.4 (together,  the  "Other  Services
      Fee")  and  (b) any  fees  later  agreed  to by the Parties, including for
      Additional Services.

6.2   FEES.

      (a)   Base Management Fee.  The "Base Management  Fee"  will  be [[*]] per
            Contract  Year (prorated for the Ramp-Up Period) commencing  on  the
            Effective Date,  as  adjusted  pursuant to Schedule 6.4 hereof.  The
            Base Management Fee shall be payable  to  C&S in accordance with the
            terms and conditions set forth in Schedule 9 hereof.

      (b)   Administrative Management Fee.  In connection  with  C&S's provision
            of corporate and administrative services and personnel, C&S shall be
            entitled to an "Administrative Management Fee" in an amount equal to
            [*]  per Contract Year (prorated for the Ramp-Up Period)  commencing
            on the  Effective Date, as adjusted pursuant to Schedule 6.4 hereof.
            The Administrative  Management  Fee  shall  be  payable  to  C&S  in
            accordance  with  the  terms  and conditions set forth in Schedule 9
            hereof.

6.3   INCENTIVE COMPENSATION FEES.  In addition  to  the Base Management Fee and
      the Administrative Management Fee and the Other  Services  Fee, C&S may be
      entitled  to  receive  the  following  fees  (the  "Incentive Compensation
      Fees").

      (a)   Incremental  Volume Fee.  To the extent A&P's total  net  sales  (as
            defined by US  Generally  Accepted  Accounting  Principles ("GAAP"),
            consistently  applied)  exceeds  [*]  (the "Incremental  Volume  Fee
            Trigger")  in  any  Contract  Year,  C&S  will  be  entitled  to  an
            "Incremental  Volume  Fee"  in  the  amount  equal   to   [*].   The
            Incremental  Volume  Fee,  if any, shall be calculated in connection
            with the reconciliation performed  by  A&P  and  C&S  following  the
            completion of the year-


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       17

<PAGE>

            end reconciliation at the end of each Contract Year, as set forth in
            Schedule 8.5.3  and  the  Incremental Volume Fee will be invoiced to
            A&P on the Weekly Statement immediately following completion of such
            year-end reconciliation.  The  Incremental Volume Fee will not be in
            effect  for  the Ramp-Up Period, but  will  be  in  effect  for  the
            remainder of the  Term.   The Incremental Volume Fee Trigger will be
            equitably adjusted by the Parties for any acquisition or divestiture
            by A&P.

      (b)   Cost Savings Gainshare Incentive Fee.  During the Ramp-Up Period and
            in any Contract Year, C&S may be entitled to receive a "Cost Savings
            Gainshare  Incentive  Fee"  as   calculated   in   accordance   with
            Schedule 8.11 hereof.

      (c)   [*].  During the Ramp-Up Period and in any Contract Year, C&S may be
            entitled   to  receive  a  [*]  as  calculated  in  accordance  with
            Schedule 7.15(c) hereof.

6.4   CPI ADJUSTMENTS TO CERTAIN SERVICES FEES.

      (a)   The Base Management  Fee and the Administrative Management Fee shall
            be adjusted at the beginning  of  each  Contract Year, including the
            First Contract Year, by a percentage equal  to  that  percentage  by
            which  the non-seasonally adjusted Northeast Urban Average All Items
            Consumer Price Index for All Urban Consumers (1982 - 1984 = 100), as
            available  on the first day of the new Contract Year from the Bureau
            of Labor Statistics of the United States Department of Labor, or any
            successor index  ("CPI"),  varies  from  the same on such day of the
            prior year.  The Parties agree that they will use the CPI report for
            the  month of August each year as the basis  for  comparing  to  the
            prior  year,  as  such report becomes available generally within two
            weeks of the close of August.  For purposes of illustration, for the
            CPI adjustment that  will  occur  effective  upon  the  second  full
            Contract Year commencing September 26, 2009, assume that the CPI for
            August  2008 is 258.1 and the CPI for August 2009 is 260.4, then the
            CPI adjustment effective September 26, 2009 is 260.4 - 258.1 = 2.3 /
            258.1 = 0.89%.   The  then  current  Base  Management  Fee  would be
            multiplied by 0.89% to arrive at the increase to the Base Management
            Fee.   If  the then current Base Management Fee was [[*]], then  the
            adjustment would  be  [*]  and  the new Base Management Fee would be
            [*].  Notwithstanding the above, the adjustment shall have an annual
            cap of (i) 2.5% for the Base Management  Fee  only and (ii) 1.5% for
            the Administrative Management Fee only, provided  in  each case that
            the excess over the capped amount shall be accumulated  and  applied
            to  future adjustments to the extent the CPI adjustment in any  year
            is less  than  the  capped  amount.   For  example,  if in the first
            adjustment  cycle the CPI is 3.0%, the second adjustment  cycle  the
            CPI is 3.2% and  the  third  adjustment  cycle  the CPI is 0.5%, for
            purposes  of calculating the adjustment in the third  cycle  to  the
            Base Management Fee, the accumulated excess for the prior two cycles
            is 1.2%, thus the adjustment is 0.5%


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       18

<PAGE>

            + 1.2% = 1.7%.   In  the  case of the Administrative Management Fee,
            the accumulated excess would be 3.2%, so the adjustment in the third
            adjustment cycle would be 0.5% + 1.0% = 1.5%, leaving an accumulated
            excess of 2.2% (3.2% less the applied deficit of 1.0%).

      (b)   The Incentive Volume Fee Trigger  shall be adjusted at the beginning
            of each Contract Year, including the  First  Contract  Year, for the
            "CPI for All Food" for most recent period for which such calculation
            is   "Final"   as  reported  by  the  United  States  Department  of
            Agriculture Economic Research Service (or, if not available from the
            USDA, then as reported by such other similar authority).

            As set forth in  Schedule 8.11,  the Baseline Budget is also subject
            to a CPI adjustment pursuant to this Schedule 6.4.



                                       19

<PAGE>

                                   SCHEDULE 7

                   PROCUREMENT AND PURCHASING SERVICES; [*]
                   ----------------------------------------

I.    GENERAL

7.1   MERCHANDISE.   Subject  to  the terms and conditions  set  forth  in  this
      Agreement, A&P agrees to purchase from C&S, and C&S agrees to sell to A&P,
      certain quantities of grocery,  produce,  dry  bakery,  candy, fresh meat,
      fresh deli, fresh seafood, dairy, frozen (mainline), frozen bakery, frozen
      meat, frozen commodities, ice cream, ice, HBC/GM, private  label products,
      spices  and  supplies,  and  certain  other  merchandise  in  the  product
      categories carried by C&S or A&P, but excluding the products set forth  in
      Schedule 7.4(a) (collectively, "Merchandise") for use or resale at the A&P
      Stores.

7.2   EXCLUSIVITY.   Except  as  may  be  otherwise  expressly  stated  in  this
      Agreement,  A&P  agrees  that  for the Term of this Agreement it shall not
      contract with any unaffiliated third  party  other  than  C&S  to  procure
      and/or purchase Merchandise.

7.3   A&P STORES.  The term "A&P Stores" means all supermarket stores owned  and
      operated  by  A&P  or  any  of its Affiliates as set forth on Exhibit 3.1,
      attached hereto.  In addition, the term "A&P Stores" shall include any new
      or replacement stores of A&P  or  any  of its Affiliates in the geographic
      region of any of the A&P Stores, except  that  A&P  Stores  shall  not  be
      deemed  to  include any acquisition of ten (10) or more stores at one time
      by A&P, nor shall  it  include  those stores which are acquired by A&P and
      which, at the time of such acquisition,  are  already  serviced by a third
      party  logistics,  procurement and/or purchasing services  provider  other
      than C&S and A&P was  required  to  assume  such third party contract as a
      condition  of  acquiring  such stores.  Likewise,  should  C&S  acquire  a
      business that supplies A&P, whatever contracts are then in existence shall
      continue and shall not be automatically subsumed into this Agreement.

7.4   EXCLUSIONS.

      (a)   Merchandise does not include the following products:

                     (i)   products  that  are  available  for  purchase  by A&P
                           through  direct  store delivery ("DSD") or from cross
                           dock vendors and designated  as  DSD or cross dock by
                           A&P from time to time;

                     (ii)  certain seasonal GM or specialty products,  which may
                           include  natural, organic and private label products,
                           which are  procured  and  purchased  by  A&P (such as
                           those products stored at the A&P Crown Facility) from
                           specialty suppliers who at the time of this Agreement
                           are, or in the future may become, authorized


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       20

<PAGE>

                         by A&P in A&P's sole discretion to procure such product
                         on  behalf  of A&P, provided however that A&P  will  in
                         good  faith support  C&S  and  purchase  such  products
                         through  C&S  if, in the reasonable opinion of A&P, C&S
                         is cost competitive  and  provides  similar services to
                         the other vendors of such products;

                   (iii) Floral;

                   (iv)  Tobacco;

                   (v)   Pharmacy (prescription medications); or

                   (vi)  Liquor.

      (b)   Nothing  in this Agreement shall prohibit or otherwise  limit  A&P's
            ability to (i) purchase either now or in the future any item that is
            available  to  A&P  via  DSD  or  cross dock, or (ii) designate on a
            temporary or long term basis any Merchandise as DSD or cross dock.

7.5   PROCUREMENT GENERALLY.  For purposes of this Agreement, to "procure" shall
      mean to negotiate directly or indirectly  with  the applicable vendor with
      respect to all terms of the purchase of goods including,  but  not limited
      to  (as  applicable),  price, specifications, quantity, freight and  [[*]]
      (the  "Purchase  Terms").    Both  Parties  shall,  with  respect  to  the
      Merchandise  it procures hereunder:   (a) procure  such  Merchandise,  and
      otherwise operate,  in accordance with all applicable law and with prudent
      and ethical business  practices;  (b) maintain  a  right-sized procurement
      organization staffed with competent and appropriately  skilled buyers, and
      supported by a commercially reasonable systems infrastructure,  all taking
      into account the level and nature of procurement activity; and (c) in  all
      cases  negotiate  for its most competitive price available with respect to
      the Merchandise that it procures.  The Parties acknowledge and agree that,
      in its sole and exclusive  discretion,  A&P  may  elect  upon commercially
      reasonable   written   notice  to  C&S  to  assume  exclusive  or  partial
      responsibility for procuring  any  or  all of the Merchandise intended for
      use or resale at the A&P Stores as more fully set forth in Schedule 7.7(e)
      hereof; provided that any Base Management Fee or Administrative Management
      Fee payable to C&S under this Agreement  shall  not be reduced as a result
      of  A&P  exercising  its right under this Schedule 7.5.   Subject  to  any
      exceptions contained in this Agreement, C&S shall continue to purchase all
      such Merchandise as set  forth  in  Schedule 7.6,  below.   A&P shall have
      exclusive  responsibility  for procuring the goods that are excluded  from
      Merchandise as set forth in Schedule 7.4(a), hereof.  C&S shall not engage
      in the procurement of any Merchandise  in  connection  with the A&P Volume
      except as is expressly stated in this Agreement.

      [*].


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       21

<PAGE>


7.6   PURCHASING GENERALLY.  For the purposes of this Agreement,  to  "purchase"
      shall  mean to:  (a) perform the physical act of purchasing goods  through
      the execution  and  tender  of  purchase  orders  to an applicable vendor;
      (b) to  pay  for  such  goods; and (c) to own such goods  for  the  period
      immediately  preceding their  resale  to  A&P.  [*].  A&P
      shall  have  exclusive  responsibility for purchasing the goods  that  are
      excluded from Merchandise as set forth in Schedule 7.4(a), hereof.

II.    PROCUREMENT AND PURCHASE OF CENTER-STORE CATEGORIES OF PRODUCTS

7.7   CENTER-STORE PROCUREMENT AND PURCHASING.

      (a)   [*].

      (b)   C&S shall purchase and manage the regular turn Center-Store Products
            inventory intended  for  use  or  resale  at  the A&P Stores.  C&S's
            management  of  A&P's  regular turn Center-Store Products  inventory
            shall be based upon historic  Center-Store Products turn information
            maintained by C&S, volume forecast  requirements  provided  by  A&P,
            product  specifications  supplied  by A&P, and other projections and
            other information and direction provided by A&P to C&S.

      (c)   C&S shall purchase promotional or other  high-velocity  Center-Store
            Products inventory intended for use or resale at the A&P  Stores  as
            directed  by  A&P.   C&S's  purchase of promotional or high-velocity
            Center-Store Products shall be based upon A&P's advance estimates of
            promotional volumes, product  specifications,  purchase  quantities,
            delivery  dates,  store-specific volume allocations (as further  set
            forth in the Service Specifications) and other Center-Store Products
            information supplied  by A&P to C&S, and other projections and other
            information and direction provided by A&P to C&S.

      (d)   C&S agrees that it shall  maintain  and provide A&P on a daily basis
            detailed inventory date code viewing  and  close  dated reports with
            respect to all Center-Store Products that have code  dates, intended
            for use or resale at the A&P Stores, along with any other reports or
            information required under the Service Specifications.   The Parties
            recognize that C&S as of the Effective Date does not have a systemic
            solution  for this obligation and is working with vendors on  "open"
            code dating  and  external  labeling  to  facilitate  more efficient
            tracking of code dates on Center-Store Products, but that  C&S shall
            establish  such  a  system  within  a  commercially  reasonable time
            following the Effective Date.

      (e)   [*].


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       22

<PAGE>


      (f)  [*].

7.8   [*] WITH RESPECT TO CENTER-STORE PRODUCTS.

      (a)   [*].   On  the  first  Tuesday  following  the  end  of  each Fiscal
            Accounting Period (but in no event sooner than 2 days following  the
            end  of  the  Fiscal  Accounting  Period),  C&S  will provide to A&P
            movement reports that will permit A&P to bill vendors  for A&P's [*]
            for  all Center-Store Products.  C&S will not collect any  [*]  from
            A&P vendors  with  respect to Center-Store Products unless expressly
            consented to in writing by A&P.

      (b)   [*].  C&S agrees it shall not make
            any communication to any vendor or  other  third party, or engage in
            any other conduct, that directly or indirectly  reduces any economic
            benefits realized by A&P under its [*] programs in  connection  with
            the  Center-Store  Products  Volume or that otherwise has an adverse
            impact on A&P's negotiations regarding  such  [*]  programs.   In no
            event shall any [*] program negotiated by C&S on its own account  or
            that  of  its  customers  in  any  way  prevent,  interfere with, or
            otherwise  take from A&P's realization of the full economic  benefit
            of the [*] programs  A&P  may  negotiate  for  its  own account with
            respect to the Center-Store Products Volume.  A&P shall  provide  or
            substantiate a direct nexus between the prohibited actions described
            in  this Schedule 7.8(b) and any adverse economic impact suffered by
            A&P.

III.    PROCUREMENT AND PURCHASE OF FRESH CATEGORIES OF PRODUCTS

7.9   FRESH PRODUCTS PROCUREMENT AND PURCHASING.

      (a)   Terms Applicable to all Fresh Products.

                     (i)   General.   [*].   Under  no  circumstances  shall C&S
                           substitute  for any Fresh Products alternative  goods
                           that   do   not   possess   the   identical   product
                           specifications as those  designated  by  A&P  without
                           A&P's express written consent.  A&P agrees to respond
                           in  a  timely  manner  to  C&S requests to substitute
                           Fresh  Products  in  order  to  meet   A&P's  service
                           requirements in the event a vendor designated  by A&P
                           is unable to fulfill an order.  The


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       23

<PAGE>

                         processes  governing the substitution of Fresh Products
                         shall be set forth in the Service Specifications.

                     (ii)  Procurement.   [[*]].   C&S  shall purchase all Fresh
                           Products  as  instructed  by  A&P,   all   in  strict
                           accordance  with  the product specifications,  vendor
                           designations and other  terms of purchase established
                           by A&P.

                     (iii) Purchases  -  Regular  Turn   Inventory.   C&S  shall
                           purchase and manage the regular  turn  Fresh Products
                           inventory  intended  for  use  or resale at  the  A&P
                           Stores.  C&S's management of A&P's regular turn Fresh
                           Products inventory shall be based upon historic Fresh
                           Products turn information maintained  by  C&S, volume
                           forecast   requirements   provided  by  A&P,  product
                           specifications  and vendor designations  supplied  by
                           A&P, and other projections  and other information and
                           direction  provided  by A&P to  C&S.   C&S  shall  be
                           responsible for determining the quantity and delivery
                           date of regular turn inventory  for  Fresh  Products.
                           C&S's   purchase   of  replenishment  Fresh  Products
                           inventory  shall be in  strict  accordance  with  all
                           terms  of  purchase   established   by   A&P  in  its
                           procurement of Fresh Products.

                     (iv)  Purchases   -   Promotional.    C&S   shall  purchase
                           promotional  or  other  high-velocity Fresh  Products
                           inventory  intended for use  or  resale  at  the  A&P
                           Stores.   C&S's  purchase  of  promotional  or  high-
                           velocity Fresh  Products (which shall include turkey,
                           shrimp, crab and  other  high-tonnage  categories  of
                           frozen commodities) shall be based upon A&P's advance
                           estimates    of    promotional    volumes,    product
                           specifications,    vendor    designations,   purchase
                           quantities,  delivery  dates, store  specific  volume
                           allocations (as further  set  forth  in  the  Service
                           Specifications), and other Fresh Products information
                           supplied  by  A&P  to  C&S, and other projections and
                           other information and direction  provided  by  A&P to
                           C&S.

                     (v)   Short  Supply.   If  C&S  fails to maintain the Fresh
                           Products turn inventory, or to otherwise purchase any
                           Fresh  Products  in  accordance   with   instructions
                           received  from  A&P  hereunder,  so  as to result  in
                           "stock-outs" or short supplies of Fresh Products, C&S
                           shall promptly notify A&P of such fact  and A&P shall
                           instruct  C&S as to the manner and vendor  from  whom
                           C&S shall purchase such amount of replenishment Fresh
                           Products as may be required to cure the short supply.
                           In the case of a short


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       24

<PAGE>

                           supply, at  A&P's  request  C&S  shall be required to
                           prove that it made a good faith attempt  to  purchase
                           all  Fresh  Products  from the Fresh Products vendors
                           designated by A&P.

                     (vi)  Inventory; Purchase Orders;  Inspections.  Subject to
                           the  confidentiality provisions  set  forth  in  this
                           Agreement,  C&S  will provide A&P, at the end of each
                           business day, a report providing detailed transaction
                           information with respect  to  the purchase orders for
                           Fresh Products processed during  such  business  day.
                           A&P  will  review  such  purchase  order  information
                           provided by the reports for Fresh Products  and  will
                           provide  C&S with such changes to the purchase orders
                           as A&P may  request  prior  to 10:00 a.m. on the next
                           day  following the delivery of  such  reports.   Such
                           reports  will  enable  A&P  to  verify  that  C&S  is
                           purchasing  Fresh Products in conformity with product
                           specifications  and  vendor  designations supplied by
                           A&P.  C&S will be responsible  for  the inspection of
                           all Fresh Products prior to their acceptance  at  the
                           Facilities  by  C&S  to ensure strict compliance with
                           A&P's  Fresh  Products  specifications.    C&S   will
                           provide A&P prompt notice of any Fresh Products that,
                           in   C&S's  judgment,  warrant  complete  or  partial
                           refusal.   A&P  and  C&S  shall  collaborate, in good
                           faith, to interact with vendors with  respect to such
                           Fresh Products and the Parties will minimize any out-
                           of-code  Fresh  Products,  including distribution  of
                           such  Fresh  Products  to  the A&P  Stores.   If  A&P
                           requests that C&S accept any  Fresh Products that C&S
                           would otherwise reject, A&P and  C&S  will agree on a
                           plan of distribution for such Fresh Products  and C&S
                           will  not  be  responsible for out-of-code or quality
                           issues related to such product.

                     (vii) Forward Buying.  [*].

                     (viii)Information  and  Reports.  C&S agrees that it  shall
                           maintain and provide to A&P on a daily basis detailed
                           inventory date code  viewing  with  respect  to short
                           coded  items and close dated reports with respect  to
                           all Fresh  Products intended for use or resale at the
                           A&P  Stores,   along   with   any  other  reports  or
                           information     required     under    the     Service
                           Specifications.  In addition, C&S will provide A&P on
                           a daily basis a daily inventory  report  on all fresh
                           seafood slots/SKUs at the Facilities, which  shall be
                           prepared and maintained by C&S in accordance



                                       25

<PAGE>

                           with mutually agreed upon polling schedules and other
                           specifications.   The  Parties  agree  to collaborate
                           closely on minimizing out-of-code Fresh Product.

                     (ix)  Exact Weight - Meat.  C&S shall invoice  A&P  for the
                           exact weight of all fresh and frozen meat products in
                           Facilities  with  voice  selection  technology, which
                           information shall be scanned from the  case packaging
                           of the meat products as they are selected  by C&S for
                           delivery  to  the A&P Stores.  In Facilities that  do
                           not  have  voice   selection   technology,  C&S  will
                           continue  to  bill on an average weight  basis.   The
                           Parties will agree on a method of calculating average
                           weight,  which will  be  set  forth  in  the  Service
                           Specifications.

                     (x)   Product Handling  Requirements.   C&S  shall receive,
                           store,  handle  and distribute all Fresh Products  in
                           strict accordance  with  the  Fresh Products handling
                           requirements set forth in the Service Specifications.

7.10  FLORAL  PRODUCTS  PROCUREMENT  AND  PURCHASING.  A&P shall  determine  all
      Floral Product specifications and shall exclusively negotiate with vendors
      all terms of purchase for Floral Products  including,  but not limited to,
      cost and quantity, delivery date and allowances, rebates,  [[*]]  and  any
      other monetary or non-monetary funding for all Floral Product intended for
      use or resale at A&P Stores.  A&P shall purchase all Floral Products.  A&P
      shall  purchase  and  manage  the  regular  turn Floral Products inventory
      intended  for use or resale at the A&P Stores.   C&S  shall  have  neither
      procurement  nor purchasing responsibility with respect to Floral Products
      under this Agreement.   C&S  agrees  that,  except  as otherwise expressly
      stated herein, C&S shall not communicate in any fashion,  whether directly
      or  indirectly, with any of A&P's vendors with respect to Floral  Products
      volume intended for use or resale at the A&P Stores.

7.11  [*] WITH RESPECT TO FRESH PRODUCTS.

      (a)   [*].

      (b)   [*].  In no event shall any [*] program negotiated by C&S on its own
            account or that of its customers in any way prevent, interfere with,
            or  otherwise  take  from  A&P's  realization  of  the full economic
            benefit  of the [*] programs A&P may negotiate for its  own  account
            with respect  to  A&P's Fresh Products Volume.  A&P shall provide or
            substantiate a direct nexus between the prohibited actions described
            in this Schedule 7.11(b) and any adverse economic impact suffered by
            A&P.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       26

<PAGE>


      (c)   [*].

      (d)   [*].

IV    TERMS COMMON TO ALL PROCUREMENT AND PURCHASING

7.12  PROCUREMENT SERVICE LEVELS.

      (a)   Target  and  Required  Purchasing  Service  Level.  C&S agrees that,
            commencing on the Effective Date and continuing  during  the Term of
            this  Agreement,  the  targeted  service  level  for all Merchandise
            purchased  by  C&S  on  A&P's  behalf  will  be  [*] (the  "Targeted
            Purchasing  Service  Level"),  and  the Required Purchasing  Service
            Level shall be [*] for the first 18 months  following  the Effective
            Date  and [*] thereafter (the "Required Purchasing Service  Level").
            The punitive  service  level  shall  be  [*] for the first 18 months
            following  the  Effective  Date  and [*] thereafter  (the  "Punitive
            Service Level").  The Purchasing Service Level will be measured each
            Contract Week (the "Measurement Period")  during  the  Contract Year
            for  all  A&P  Volume purchased from C&S:  (i) by Facility;  (ii) by
            Department  within   Facilities;   and   (iii) aggregated   for  all
            Facilities.

      (b)   Definitions.

            The "Purchasing Service Level" in each instance is calculated  as  a
            quotient,  the  numerator  of which shall be the number of cases (or
            shipping  units,  in  the  case   of   HBC/GM)  invoiced,  plus  "Ad
            Overpulls,"  short  supplies due to untimely  or  inaccurate  volume
            forecasts provided by  A&P  (subject to the information requirements
            set forth in the Service Specifications),  and "Manufacturer Out-of-
            Stocks,"  and  the  denominator  shall be the number  of  cases  (or
            shipping units, in the case of HBC/GM)  ordered,  less  unauthorized
            cases   and   discontinued  items.   The  Purchasing  Service  Level
            calculation shall be adjusted at the end of each


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


                                       27

<PAGE>

            week to reflect any shortages from the prior week that are in excess
            of [*] (based on audited results).

            "Ad Overpull" shall  be  defined as any promotional volume in excess
            of the forecast timely provided  by A&P (with respect to whether A&P
            has provided information "timely"  being  determined  in  accordance
            with  the  Service Specifications and the subject vendor's lead-time
            requirements).

            An item will  qualify as a "Manufacturer Out-of-Stock" if:  (i) such
            item was subject  to a product recall; (ii) such Fresh Products item
            was rejected by C&S  on quality-based grounds and such rejection was
            confirmed by A&P or a  USDA  inspector;  (iii) C&S  provides  within
            seven (7)  days  after  shipment  to the A&P Stores written proof of
            out-of-stock status (e.g., a letter from the manufacturer indicating
            the quantity of the item that was unavailable  from the manufacturer
            for  the  period  in question, or a received purchase  order  issued
            within proper lead time indicating the quantity of the item that was
            cut by the manufacturer);  or  (iv)  the manufacturer has refused to
            ship product due to a dispute over an Accounts Receivables Deduction
            as  set  forth  in Schedule 5.3 and C&S provides  such  evidence  as
            described in sub-schedule (iii) in this paragraph.

            "Department" shall  mean  each  of  the following [*] groupings of
            product categories:

                 [*]

      (c)   Calculation  and Reporting.  C&S will provide  A&P,  throughout  the
            Term of this Agreement,  on  a  weekly  and Fiscal Accounting Period
            basis, a "Purchasing Service Level Reconciliation  Report"  showing,
            with  respect  to  all  orders  processed  for the given period, the
            actual Purchasing Service Levels
            (each,  respectively,  the  "Actual  Purchasing  Service
            Level") [*].


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


                                       28

<PAGE>

      (d)   Service Level Breaches.

            A  "Minor  Service  Level Violation" [*]
            shall  occur   when  C&S  fails  to  meet  the  Required
            Purchasing  Service Level [*]  in  any
            Contract Week.

            [*]

            [*]

            A  "Punitive  Service Level Breach" is a failure  to  meet  Punitive
            Service Level measured  across  all Facilities in the aggregate for:
            a) [*] consecutive Contract Weeks  during  any  twelve month rolling
            period; or b) any [*] Contract Weeks during any twelve month rolling
            period.

      (e)   Penalties.

            Minor Service Level Violation:  [*].

            [*]


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       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


                                       29

<PAGE>


            Punitive Service Level Breach:   [*]  for  every  [*] (pro-rated) by
            which the Punitive Service Level measured across all  Facilities  is
            not  met, for each week comprising the Punitive Service Level Breach
            and for  each  additional week thereafter that C&S fails to meet the
            Punitive Service  Level  (measured across all Facilities) during any
            twelve month rolling period.

            Termination Level Breach:   A&P  shall  have  the right to terminate
            this  Agreement  in  the  event  that the Purchasing  Service  Level
            measured  across  all  Facilities in  the  aggregate  is  below  the
            Punitive Service Level for [*] consecutive Contract Weeks or any [*]
            Contract Weeks during any twelve month rolling period.  However, A&P
            shall have the right to  terminate  this Agreement in the event that
            the Purchasing Service Level measured  across  all Facilities in the
            aggregate is below [*] for [*] consecutive Contract Weeks or any [*]
            Contract Weeks during any twelve month rolling period.

            Measurement Periods must be distinct and not overlapping.  Penalties
            likewise may be assessed only a single time for  cases or units that
            comprise  a  Service  Level  Shortfall,  meaning  that if  C&S  been
            assessed  a  penalty for such volume, it cannot be assessed  another
            penalty for that same volume shortfall.

      (f)   Exceptions.  This  Schedule 7.12  shall  be void with respect to any
            Merchandise  for  which  A&P  assumes  responsibility  for  turn  or
            promotional  buying.   If  A&P  assumes a portion  of  the  turn  or
            promotional buying responsibility,  this  Schedule 7.12  shall apply
            only  to  that  A&P  Volume  with  respect to which C&S has retained
            buying responsibility.  With regard  to  Merchandise  for  which A&P
            assumes   turn  or  promotional  buying  responsibility,  C&S  shall
            notwithstanding be responsible for shipping (or making available for
            pickup where  outbound transportation is arranged for by A&P) [*] of
            all Merchandise  ordered  by  A&P,  unless  C&S can provide adequate
            proof that there was not sufficient inventory of such Merchandise at
            the  Facility  to  meet the order placed by A&P  and  such  was  not
            attributable to C&S's failure to properly execute purchase order.

7.13  LEFTOVER AD.  For the purposes  of  this  Agreement,  "Leftover Ad Volume"
      shall  mean  the  volume  of  any  Merchandise  originally  comprising   a
      promotional order that remains


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       30

<PAGE>

      unshipped  as  of  the  date upon which the applicable promotion concluded
      minus the average regular  turn  inventory on-hand of such Merchandise for
      the prior Contract Quarter.  C&S and  A&P  will  work together to minimize
      Leftover  Ad  Volume,  including,  remerchandising items  where  possible,
      canceling  trucks  and having vendors  pick  up  Leftover  Ad  Volume,  or
      providing other instructions to C&S with regard to the disposition of such
      items prior to any Merchandise  going out of code.  If the Parties are not
      successful in disposing of such Leftover  Ad  Volume,  A&P shall reimburse
      C&S  for its [[*]] for such items, less any salvage value  received.   The
      specific procedures to be followed by the Parties shall be as set forth in
      the Service Specifications.

7.14  [*].

      (a)   [*].

                     (i)   [*].

                         (x)   [*].

                         (y)   [*].

                     (ii)  [*].

                     (iii) [*].

                     (iv)  [*].  For the purpose of clarification, to the extent
                           an A&P Store changes banner during the period between
                           the  date  hereof  and  the commencement of the third
                           Contract Year, the terms applicable to such A&P Store
                           shall be those terms set forth in the Prior Agreement
                           in  effect with respect to  such  A&P  Store  on  the
                           Effective  Date.   As  of the commencement of the [*]
                           Contract   Year,   all  such   pre-existing   billing
                           practices will be terminated  and C&S will charge A&P
                           the [*] for such Center-Store Products,  as set forth
                           in Schedule 7.14(a)(i)(x).

                     (v)   With    respect    to   sub-schedule (iv)   in   this
                           Schedule 7.14(a), the  Parties  agree  that they will
                           re-examine such practices in light of the [*] results
                           as  measured  in  the  year-end  reconciliation   and
                           mutually  determine  whether  such  practices  may be
                           terminated  before  the end of the [*] Contract Year,
                           making any necessary changes to the [*].

      (b)   [*].


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       31

<PAGE>

      (c)   Audit Rights.  A&P may audit C&S's records  in order to confirm that
            [*] are calculated and administered in accordance with the terms and
            conditions  of this Agreement.  Such audits shall  be  conducted  in
            accordance with  the  terms  of  Schedule 12.5 hereof.  [*].  To the
            extent A&P seeks to review any contracts  or  other records pursuant
            to  such  an  audit  and  which  are  subject  to  a confidentiality
            agreement between C&S and any of C&S's vendors, A&P  will execute an
            appropriate "clean room" protocol or other confidentiality agreement
            that will permit access to such confidential information but only to
            members of A&P's internal audit team or to any third-party  external
            auditor  A&P  has engaged for that purpose and that are approved  by
            C&S.

      (d)   Restricted Information.  A&P understands and agrees that information
            related to [*]  ("Restricted  Information")  is highly sensitive and
            shall  be  subject  to  a  heightened  level of confidentiality  and
            restricted  access.   Accordingly, in order  for  C&S  to  agree  to
            provide such Restricted  Information,  A&P agrees that it will allow
            access to such Restricted Information only to those A&P employees or
            third  party  agents  who  have  a  need  to  know  such  Restricted
            Information in connection with A&P's confirmation  of  [*]  and  [*]
            (the  "Permitted  Use"),  who  have been approved of by C&S, and who
            will each individually be required  to  execute  affirmations of the
            confidentiality obligations stated herein ("Permitted Individuals").
            A&P agrees that other than to the Permitted Individuals,  A&P  shall
            not  disclose  such  information  to any other person or party.  All
            such Restricted Information may not  be  copied or reproduced by A&P
            in any form, and may only be used pursuant to the Permitted Use.

      (e)   Interim  Pricing  Methodology.  C&S shall complete  testing  of  and
            shall be prepared to  commercially  deploy its Lot Management System
            within  ninety (90)  days  of  the  Effective   Date  (the  "Interim
            Period").   However,  A&P  shall  have the right to conduct  a  pre-
            deployment  LMS  audit  and  the LMS shall  not  be  deployed  until
            approved by A&P (which approval shall not be unreasonably withheld).
            [*].

      (f)   [*].

      (g)   [*].

7.15  C&S [*].

      (a)   [*].

      (b)   [*].  In connection with the year-end  reconciliations,  A&P and C&S
            shall  determine  whether  any  amounts  are  due  and  owing to A&P
            pursuant  to  this  Schedule 7.15(b).   Any  amounts  due to A&P  in
            connection with the [*] shall be paid to A&P in accordance with this
            Schedule 7.15(b) and Schedule 9 hereof and

------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       32

<PAGE>

            shall  be  credited  to A&P on the next Weekly Statement immediately
            following the conclusion of the year-end reconciliation. [*].

      (c)  [*].  This sub-schedule "c"  shall  be  deemed null and void to the
            extent A&P elects to assume control over all  aspects of procurement
            of Center-Store Products pursuant to Schedule 7.5 hereof.

      (d)   [*].

7.16  [*].

7.17  STANDARD CREDIT POLICY.  The Parties agree to the terms  and conditions of
      the Standard Credit Policy attached hereto as Exhibit 7.17.   A&P  and C&S
      will  work  together  in  good  faith to revise the Standard Credit Policy
      currently in effect to the Parties'  mutual  satisfaction.  The purpose of
      such  revision  is  to agree upon terms that comport  with  the  open-book
      nature of the relationship between the Parties and to create costs savings
      and efficiencies wherever  possible,  while at the same time ensuring high
      quality selection and service level to  the A&P Stores.  When such revised
      terms have been mutually agreed to in writing by the Parties, such revised
      Standard Credit Policy will be included in the Service Specifications.



------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       33

<PAGE>

                                   SCHEDULE 8

        PREPARATION OF INITIAL BUDGET AND ANNUAL BUDGETS; SHARED SAVINGS
        ----------------------------------------------------------------

8.1   BUDGET AND REMUNERATION PROCEDURES.  The  procedures for the establishment
      of the Initial Approved Budget and subsequent  Approved  Budgets, and Flex
      Budgets and budget variances which the Parties agree shall  apply  for the
      Term  is  set  forth  below.   A&P  agrees  to  pay  to  C&S the Costs and
      remuneration due under this Agreement in the time and manner  set forth in
      Schedule 9.

8.2   INITIAL APPROVED BUDGET.  Not less than thirty (30) days prior  to the end
      of the Ramp-Up Period and the commencement of the First Contract Year, C&S
      and  A&P  will  agree  upon a budget that has been developed in accordance
      with the form of the Interim  Budget  attached  hereto as Exhibits 1.4(a)-
      (g).   The "Approved Budget" shall be comprised of  the  budgets  for  the
      Total Warehousing Costs, Total Transportation Costs, Total Direct Overhead
      Costs, Capital  Expenditures,  Total  Services Fees and [*].  The Approved
      Budget for the First Contract Year shall  be  referred  to  herein  as the
      "Initial Approved Budget".  The Initial Approved Budget and all subsequent
      Approved  Budgets  will  be prepared in accordance with the Interim Budget
      format.  For the purposes  of  this Agreement, all calculations related to
      the Approved Budget and any other  matters in connection with the terms of
      this Agreement shall be calculated consistent with GAAP.

8.3   BUDGETED COSTS.  The Initial Approved  Budget, and all subsequent Approved
      Budgets, shall set forth in absolute dollars  all Costs agreed upon by the
      Parties to be incurred in connection with the performance of the Services,
      the  operation  of  the  Facilities  by  C&S,  and  purchases   and  other
      investments in Fixed Assets (in the applicable Contract Year) and shall be
      broken out on a Facility-by-Facility basis (except for the [*] and  Direct
      Overhead).   The  Approved  Budgets  shall  be  prepared  according  to an
      engineered  standard,  provided  however  that the Parties acknowledge and
      agree  that C&S, as of the Effective Date, has  partially  embarked  on  a
      project  to  convert  its  facilities  from  a cost-per-piece compensation
      system to engineered standards.  Accordingly,  to  the  extent that costs,
      bargaining  obligations,  and  other  factors  bear  on  the  rollout   of
      engineered  standards  across  the  Facilities, C&S shall provide to A&P a
      business case setting forth all such  costs and obligations as well as the
      return on investment (ROI) associated with such costs and obligations, and
      the  Parties  shall  agree on an appropriate  capital  expenditure  budget
      addressing such costs and obligations.

      (a)   Costs  will  include  costs  and  expenses  reasonably  incurred  in
            connection with the performance of the Services and the operation of
            the Facilities  during the Term as further set forth on the Approved
            Budget.  Without  limiting  the  foregoing,  the  term "Costs" shall
            include the following categories of costs and expenses:


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       34

<PAGE>

                     (i)   "occupancy costs" for all Facilities,  which shall be
                           comprised of:

                  a.  With  respect to leased Facilities - all rent,  additional
                      rent, leasehold  improvements,  rental subsidies and other
                      costs, liabilities and obligations  relating to any leases
                      or subleases of the Facilities;

                  b.  With  respect  to  owned  Facilities - an  imputed  rental
                      amount for the applicable Facility; and

                  c.  such other customary periodic  real  estate carrying costs
                      including,  but not limited to, common  area  maintenance,
                      real  estate,   personal   property  and  business  taxes,
                      utilities, insurance and customary  maintenance and repair
                      expenses;

                     (ii)  imputed rental amount for all Fixed  Assets  owned by
                           C&S;

                     (iii) all equipment maintenance, repair and rentals and all
                           charges under any leases of equipment assumed  by C&S
                           or  entered  into by C&S in accordance with the terms
                           of  this  Agreement   (including  without  limitation
                           leases which constitute  capital  leases  under GAAP)
                           and relating to the provision of the Services;

                     (iv)  all  reasonable  and  necessary  transportation   and
                           freight  costs,  including  fuel,  tolls and payments
                           made  to  contract  carriers  for  freight  services,
                           directly   relating   to   the   provision   of   the
                           Transportation Services;

                     (v)   all   direct  and  indirect  labor  costs  (including
                           without   limitation   salaries,   wages,   benefits,
                           worker's compensation expenses incurred or accrued by
                           C&S on a GAAP basis) relating to the provision of the
                           Services,  provided  however  that  the Parties agree
                           beginning with the First Contract Year  A&P  shall be
                           responsible   to   pay   the   amount   of   workers'
                           compensation   expense  set  forth  in  the  Approved
                           Budget, plus or  minus a maximum of [*] (meaning that
                           if the expense is  greater than [*] over the budgeted
                           amount, C&S will be  responsible for such excess over
                           [*], and if the amount  is greater than [*] below the
                           budgeted amount, C&S shall  retain  the benefit below
                           [*]);

                     (vi)  costs of third party contractors;


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       35

<PAGE>

                     (vii) all  reasonable  pay  in  lieu of notice,  reasonable
                           termination and severance payments  and  like amounts
                           (other than those resulting from termination  of this
                           Agreement  in  accordance  with  Schedule 11  of this
                           Agreement  or  from  any  Facility  Decision,  unless
                           otherwise  agreed  to  by  the  Parties  pursuant  to
                           Schedule 3.5),  and all related costs and expenses in
                           accordance  with  C&S's   procedures   and  policies,
                           relating to the termination of employment  of any one
                           or  more  employees  employed in connection with  the
                           provision of the Services;

                     (viii)direct overhead charges  representing  the reasonable
                           and   necessary  administrative  and  systems   costs
                           incurred  by  C&S to the extent they are necessary to
                           directly support  the rendering of Services performed
                           by  C&S hereunder but  shall  not  include  those  in
                           support of C&S's rendering of the Other Services (the
                           "Direct  Overhead  Costs").   These  costs  primarily
                           relate  to  the  use  of  financial, human resources,
                           procurement,   purchasing   and    other   management
                           personnel and information systems;

                     (ix)  premiums  payable  with  respect to the  policies  of
                           insurance  referred  to  in  Schedule 10.2   of  this
                           Agreement;

                     (x)   deductibles,  retentions,  expenses and out-of-pocket
                           settlements  paid  by  C&S from  time  to  time  with
                           respect to any of the policies  of insurance referred
                           to in Schedule 10.2 of this Agreement;

                     (xi)  product  shrink,  out of code, damaged  or  unsalable
                           Merchandise;

                     (xii) all reasonable and  necessary  costs  with respect to
                           any information processing and related communications
                           devices,  equipment, systems, information,  data,  or
                           software (collectively  "Systems") used in connection
                           with the Services; and

                     (xiii)all other costs of whatever  nature properly incurred
                           by  C&S  in  connection  with the  provision  of  the
                           Services and approved in advance  by  A&P, other than
                           in  the  case  of an Emergency Expenditure  or  other
                           exigent circumstances,  which,  in C&S's commercially
                           reasonable judgment, such costs were  required  to be
                           incurred prior to such approval by A&P.

      (b)   "Costs" shall not include:

                     (i)   imputed   rent   or   depreciation   related  to  any
                           additional capital expenditures not included  in  the
                           Capital  Expenditures portion of the Approved Budget,
                           unless C&S and A&P otherwise agree in writing, except
                           in the case of an Emergency Expenditure;


                                       36

<PAGE>

                     (ii)  Subject   to   Schedule 1.2,   any   costs,   claims,
                           liabilities,  charges  or  obligations  of  any  sort
                           whatsoever  that  have  been incurred by C&S, or have
                           accrued  or  arisen, prior  to  the  Effective  Date,
                           regardless  of   when  asserted  or  when  effective,
                           whether in connection  with  the Prior Agreements, or
                           in connection with Services rendered by C&S on behalf
                           of A&P, Pathmark, any of C&S's other customers, or in
                           connection with C&S's other activities  prior  to the
                           Effective   Date,   including   but  not  limited  to
                           judgments,   claims,   suits,   actions    or   other
                           obligations,  subject  to  the  treatment of workers'
                           compensation     expense    as    set    forth     in
                           Schedule 8.3(a)(v)   above;  provided,  however  that
                           claims such as personal  injury  claims  in which the
                           triggering  incident occurred prior to the  Effective
                           Date   but   expenses    associated   therewith   are
                           experienced  during  the  Term,   such   expenses  as
                           incurred and recorded on a GAAP basis during the Term
                           shall  properly  be  included  as  Costs  under  this
                           Agreement,  but  in no event shall A&P be responsible
                           for any such expenses incurred and recorded on a GAAP
                           basis outside the Term of this Agreement;

                     (iii) except for the pension  plan contribution obligations
                           as set forth in the applicable  collective bargaining
                           agreements,  any costs, claims, liabilities,  charges
                           [*]   or  any  underfunded   pension   plan   payment
                           obligations  and  any  surcharges or assessments from
                           multi-employer funds, subject  to agreements that may
                           be entered into pursuant to Schedule 3.5 [*];

                     (iv)  costs resulting from any violation  of Law, any labor
                           or    employment    claims   (other   than   workers'
                           compensation claims),  any  costs related to C&S's or
                           its  subcontractors'  negligence   or   third   party
                           personal injury claims outside of the Costs set forth
                           in   Schedule 8.3(a)(v)  or  Schedule 8.3(a)(ix)-(x),
                           third-party  contractual  claims or other third-party
                           judgments, claims, losses,  suits,  actions, or other
                           obligations  of  any sort whatsoever, except  to  the
                           extent such cost is  subject to A&P's indemnification
                           obligation to C&S under Schedule 10 hereof;

                     (v)   any costs resulting from  any  breach  by  C&S of its
                           obligations under this Agreement, or from C&S's  acts
                           or omissions constituting gross negligence or willful
                           misconduct; or

                     (vi)  costs  in  connection  with  the performance of Other
                           Services by C&S.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       37

<PAGE>

      (c)   Costs for Shared Facilities.

                     (i)   Costs in connection with any Shared Facility during a
                           Fiscal Accounting Period shall  be  allocated  to A&P
                           according  to  a  ratio  (expressed  as a percentage)
                           equal  to  (x) A&P's actual shipped case  volume  for
                           such Shared  Facility  for  the trailing twelve-month
                           period  ending  on  the  last  day   of  such  Fiscal
                           Accounting  Period  divided  by  (y) the  total  case
                           volume,   expressed  as  a  percentage  (the  "Actual
                           Allocation    Amount").    For   purposes   of   this
                           Schedule 8.3(c),  the  "Baseline  Allocation  Amount"
                           shall  mean A&P's Actual Allocation Amount as of  the
                           last day of the first Fiscal Accounting Period of the
                           Term.  In the event of a change of shipping origin of
                           one or more  A&P  Stores  that  results in a material
                           volume  shift, including but not limited  to  changes
                           that occur  as  a  result of a Facility Decision, the
                           Actual Allocation Amount  will be reset in accordance
                           with A&P's volume in the new  Facilities  and will be
                           modified  every  Fiscal Accounting Period using  only
                           the trailing volumes  that  reflect  such  changes in
                           shipping origin.

                     (ii)  To the extent a reduction in the case volume of other
                           C&S  customers  at  a  Shared Facility results in  an
                           increase of A&P's Actual  Allocation Amount by [*] or
                           more compared to the Baseline  Allocation  Amount for
                           such  Facility,  A&P's  Actual Allocation Amount  for
                           such Fiscal Accounting Period  shall  be deemed to be
                           no more than the Baseline Allocation Amount plus [*].
                           For  the  avoidance  of  doubt, any increase  in  the
                           Actual Allocation Amount due  to  an  increase in A&P
                           Volume  at  such  Facility  shall not be counted  for
                           purposes of the aforementioned calculation.

      (d)   The  Parties  agree  that  to  the  extent the Actual  Costs  in  an
            Aggregate Cost Grouping (as set forth  on Exhibit 1.4(a)) exceed the
            Approved Budget for such Aggregate Cost  Grouping  in  any  Contract
            Year  (or  the  Ramp-Up Period) after taking into account the budget
            Flex as described  below  (the  "Excess Costs"), A&P will not pay or
            reimburse C&S for such Excess Costs,  unless:   (i) the Excess Costs
            were necessary or advisable in the discretion of  C&S to perform the
            Services  or  to  otherwise comply with its obligations  under  this
            Agreement and C&S obtained  A&P's  prior  written  authorization  to
            incur  the  Excess  Costs,  to  the  extent  obtaining  such advance
            authorization was feasible under the circumstances; (ii) the  Excess
            Costs  were  of  the  nature  of an uncontrollable cost, which shall
            include all costs that are not within the reasonable control of C&S,
            including but not limited to inflation  in  the  cost  rate of fuel,
            electricity or like commodities


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       38

<PAGE>

            (e.g.,  natural  gas); medical costs; out of code product  resulting
            from investment buys  made  in accordance with the agreed investment
            buy procedures, provided such  product  is  located in the Dedicated
            Facilities  or  is product unique to A&P in the  Shared  Facilities;
            costs  related  to  materially  adverse  weather  conditions;  costs
            related to actions or omissions on the part of A&P; or costs related
            to  Force Majeure;  or  (iii) the  Excess  Cost  is  related  to  an
            Emergency  Expenditure.   In  the  case  of  (iii), above, C&S shall
            provide  notice  to  A&P  promptly  after incurring  such  Emergency
            Expenditure and A&P shall have the right  to  direct  C&S  to  cease
            incurring such non-budgeted Costs; provided, however, that C&S shall
            have  no  liability  for  any loss or adverse consequences resulting
            from such cessation.  Notwithstanding  the foregoing, A&P shall have
            no responsibility for any uncontrollable  cost  to  the  extent such
            uncontrollable  cost  is  incurred or exacerbated by the negligence,
            gross negligence or intentional misconduct of C&S.

      (e)   With respect to Direct Overhead  Costs only, it is the intent of the
            Parties that Direct Overhead Costs  will  be budgeted by the Parties
            each  Contract  Year in the Approved Budget,  subject  to  Flex  for
            material changes  that occur during such Contract Year, and A&P will
            be responsible to pay only such budgeted amount (as Flexed) and such
            amounts will not be  subject to true-up to actuals or reconciliation
            (as set forth in Schedule 8.5 hereof).

8.4   FLEX BUDGETS, FUEL, EMERGENCY EXPENDITURES.

      8.4.1 Flexing an Approved Budget.   Prior  to  the  commencement  of  each
            Fiscal  Accounting  Period  and  in  connection  with  the  year end
            reconciliation, or as otherwise agreed to by the Parties hereto, the
            Approved Budget will be adjusted (a "Flex Budget") for the following
            factors:

                  i)  changes in regulatory requirements, compliance with  GAAP,
                      and compliance with Laws (provided such adjustment is  not
                      required  to  correct  C&S's  non-compliance for any prior
                      Fiscal Accounting Period),

                  ii) market fluctuations in C&S's actual  cost  of fuel (except
                      to the extent of A&P's participation in C&S's fuel hedging
                      program), or other uncontrollable costs,

                  iii)Emergency Expenditures (defined below),

                  iv) changes  in  Facilities'  case volumes, Daily Peaking  and
                      other volume fluctuations,

                  v)  changes to the Product Mix or Service Specifications, and

                  vi) any other such similar factors  as  may  be appropriate or
                      mutually agreed to by the Parties hereto.



                                       39

<PAGE>

            The  Capital  Expenditures  portion  of the Approved Budget  is  not
            subject to budget Flexing, but shall be  subject to amendment at the
            mutual agreement of the Parties.

      8.4.2 Fuel Cost Adjustment.  It is the intent of  the parties that A&P pay
            the  actual  delivered  cost  of fuel, exclusive  of  any  financial
            hedging unless the Parties otherwise agree in writing.  Prior to the
            Ramp-Up  Period  and each Contract  Year,  as  part  of  the  budget
            process, the parties  shall agree upon a "Base Cost of Fuel" for the
            Approved Budget for the  forthcoming Ramp-Up Period or Contract Year
            (as applicable).  Each Contract  Quarter, the Base Cost of Fuel used
            to calculate fuel costs as a component  of  the Total Transportation
            Costs for such Contract Quarter will be adjusted  for any changes to
            reflect  the  actual  delivered  cost  of fuel incurred  by  C&S  in
            connection with the Services hereunder.   The Service Specifications
            shall set forth in detail the formula for calculating  Base  Cost of
            Fuel for each Facility.

      8.4.3 Emergency  Expenditures.   An  "Emergency  Expenditure" shall be any
            cost,  expense  or  liability  incurred by C&S in  an  emergency  in
            connection with the performance  of the Services which C&S deems, in
            its reasonable business judgment,  necessary in order to (a) protect
            or preserve the Merchandise, any Facility  or  any Fixed Assets used
            in connection with the performance of the Services,  (b) comply with
            any Laws, or (c) avoid harm to persons or property, whether C&S, A&P
            or  a  third  party.   To  the extent feasible, C&S will attempt  to
            obtain  A&P's  prior written consent  before  undertaking  any  such
            Emergency Expenditure,  and  C&S  shall  use commercially reasonable
            best efforts to mitigate the costs of such  Emergency  Expenditures.
            Where  it  was  not  feasible for C&S to obtain A&P's prior  written
            consent  before  incurring  the  Emergency  Expenditure,  C&S  shall
            provide  notice to  A&P  promptly  after  incurring  such  Emergency
            Expenditure.   In  such case, A&P shall have the right to direct C&S
            to cease incurring such  non-budgeted Costs; provided, however, that
            C&S shall have no liability  for  any  loss  or adverse consequences
            resulting from cessation of such Cost.  The Parties will make a good
            faith effort to include Emergency Expenditures in a Flex Budget.  In
            any  event,  Emergency  Expenditures  will  be  billed   to  A&P  in
            accordance   with   the  monthly  reconciliation  as  set  forth  in
            Schedule 8.5.1.

8.5   REPORTING OF VARIANCES.
      -----------------------

      8.5.1 Monthly Reconciliations.  Within twenty (20) days of the end of each
            Fiscal Accounting Period, C&S shall provide to A&P a detailed report
            (the "Monthly P&L") containing  a  comparison  of  variances between
            (i) Costs actually incurred by C&S in performing the  Services  (the
            "Actual  Costs");  (ii) the  Approved  Budget  Costs; and (iii) Flex
            Budget Costs for the immediately preceding period,  on  a  line item
            basis.   A&P  will  either  (a) receive  a credit on its next Weekly
            Statement equal to the amount of C&S's Actual Costs set forth on the
            Monthly P&L for such month were less than  the Approved Budget Costs
            (or Flex Budget Costs, as applicable) paid by  A&P for such month or
            (b) pay  C&S,  in  connection  with the next Weekly  Statement,  any
            amount by which C&S's Actual Costs set



                                       40

<PAGE>

            forth on the Monthly P&L for such  month were greater than the Costs
            set  forth on the Approved Budget (or  Flex  Budget  as  applicable)
            which   were   paid  by  A&P  for  such  month  less  any  Emergency
            Expenditures not reflected in a Flex Budget.

      8.5.2 Quarterly Reconciliations.   Within  forty-five (45) days of the end
            of each Contract Quarter, C&S will reconcile  the  Monthly  P&Ls for
            such  Contract  Quarter  and  either (i) provide to A&P a credit  on
            A&P's next Weekly Statement equal  to  the amount C&S's Actual Costs
            set forth on the Monthly P&Ls for such Contract  Quarter  were  less
            than  the  amount of Costs set forth on the Approved Budget (or Flex
            Budget as applicable)  for  such  Contract  Quarter  paid  by A&P or
            (ii) A&P will pay C&S any amount C&S's Actual Costs set forth on the
            Monthly  P&Ls for such Contract Quarter were in excess of the  Costs
            set forth  on the Approved Budget (or Flex Budget as applicable) for
            such Contract  Quarter and paid by A&P for such Contract Quarter, in
            either case (i)  or (ii) taking into account any amounts credited to
            or  paid by A&P in  connection  with  the  monthly  reconciliations.
            Quarterly  reconciliations will be completed in conjunction with the
            closing of the  accounts  for  the  C&S fiscal quarter in which such
            Contract Quarter concludes.

      8.5.3 Year-End Reconciliations.  Within ninety (90)  days  of  the  end of
            each  Contract  Year,  C&S will reconcile the final Contract Quarter
            for such Contract Year and  either  (i) provide  to  A&P a credit on
            A&P's next Weekly Statement equal to the amount C&S's  Actual  Costs
            for  such Contract Year were less than the amount of Costs set forth
            on the  Approved  Budget  (or  Flex  Budget, as applicable) for such
            Contract Year paid by A&P, plus any Excess  Costs previously paid by
            A&P or (ii) A&P will pay C&S any amount C&S's  Actual Costs for such
            Contract Year were in excess of the Costs set forth  on the Approved
            Budget  (or  Flex Budget as applicable) for such Contract  Year  and
            paid  by  A&P  for  such  Contract  Year,  minus  any  Excess  Costs
            previously paid  by  A&P,  in  either  case (i)  or (ii) taking into
            account  any amounts credited to or paid by A&P in  connection  with
            the   monthly   and   quarterly   reconciliations.    The   year-end
            reconciliations will be completed in conjunction with the closing of
            the accounts  for the C&S fiscal year, which is coterminous with the
            Contract Year.   The  Parties  shall  also  include a reconciliation
            pursuant to Schedule 8.3(d) as a part of the year-end reconciliation
            to  determine  whether and to what extent there  were  Excess  Costs
            during such Contract Year.

      8.5.4 Review of Reconciliations.   Within seven (7) days after the receipt
            of  each  of  the monthly and quarterly  reconciliation  reports  or
            within  fourteen (14)   days   after   the  receipt  of  the  yearly
            reconciliation report, representatives of  the parties shall meet to
            review the report.  The Flex Budget shall be  subject  to adjustment
            based  on  such  review.   A&P  shall  have  access  to C&S internal
            accounting records to verify Costs incurred by C&S and  presented to
            A&P  are  accurate.   C&S  will  bring  to  each  meeting sufficient
            authentic documentation of costs incurred (e.g., general  ledger  to
            verify  depreciation  taken  on  equipment,  invoices  to verify any
            material/equipment  purchased, etc.) to support and permit  analysis
            of all reconciliations.


                                       41

<PAGE>

8.6   FORECASTING.  On a quarterly  basis  (or  more often as needed), C&S shall
      provide  to  A&P an updated estimate of Actual  Costs  and  Services  Fees
      compared against the Approved Budget, which shall include material changes
      in budget assumptions with respect to case volume, Daily Peaking and other
      volume fluctuations,  as  well  as  Product  Mix,  Service Specifications,
      timeliness of order advice, level of stocking and other  factors as may be
      appropriate.

8.7   RECONCILIATION OF VARIANCES.  Any dispute between the parties  relating to
      this Schedule 8 which cannot be resolved after the parties have  used  all
      reasonable  efforts  to  do  so  shall  be  resolved  in  accordance  with
      Schedule 12 hereof.

8.8   PREPARATION  OF  SUBSEQUENT  APPROVED  BUDGETS.   A&P  and  C&S  will meet
      annually,  beginning  at  least  90  days prior to the end of the Contract
      Year, to negotiate subsequent Approved  Budgets,  which shall be completed
      within thirty (30) days prior to the commencement of the upcoming Contract
      Year.   The  parties understand and agree that timely  completion  of  the
      Approved Budget  is a critical component of the open-book relationship and
      that if there is a  delay  in  the  budgeting  process  the  parties  will
      dedicate  whatever  executive-level  resources  are  necessary  to  ensure
      completion.   In  the  event  the  parties  cannot  agree  on a subsequent
      Approved  Budget  then  either  Party  may  invoke  the dispute resolution
      procedure set forth in Schedule 12 to determine or establish  an  Approved
      Budget.  Until such subsequent Approved Budget is determined, the Approved
      Budget  for  the immediately preceding Contract Year shall remain in  full
      force and effect.

8.9   FAILURE TO SETTLE SERVICE SPECIFICATIONS.  If, at any time during the Term
      of this Agreement,  C&S  and  A&P  are  unable to agree on revised Service
      Specifications,  the  matter  shall be resolved  in  accordance  with  the
      dispute resolution procedures set forth in Schedule 12 and current Service
      Specifications shall continue to  apply to the provision of Services until
      such time as new Service Specifications are established.

8.10  QUARTERLY CHANGES TO INFORMATION.   Prior  to  each  Contract Quarter, A&P
      shall  advise  C&S  of  any  anticipated  changes  to the forecasted  case
      volumes,   and   other   volume   fluctuations,   Product   Mix,   Service
      Specifications and other information used as the basis for preparation  of
      the Approved Budget.

8.11  SHARED SAVINGS; COST SAVINGS GAINSHARE INCENTIVE FEE.

      (a)   Baseline Budget.  The "Baseline Budget" is defined as the sum of the
            Interim  Budgets  for  the:   a) Total  Warehousing Costs (excluding
            HBC/GM and occupancy); b) Total Occupancy  Costs (excluding HBC/GM);
            c) Total  Transportation Costs (excluding HBC/GM);  d) Total  HBC/GM
            Operating Costs  (warehousing,  transportation  and  occupancy); and
            e) Total  Direct  Overhead Costs.  The Baseline Budget (as  adjusted
            under sub-schedule (c) below) will be utilized in this Agreement for
            the  calculation  of   the  Cost  Savings  Gainshare  Incentive  Fee
            ("Gainshare"),  if any, payable  to  C&S  for  actual  cost  savings
            realized by A&P against  such  Baseline Budget in the Ramp-Up Period
            or  any  Contract  Year,  as  calculated  in  accordance  with  this
            Schedule 8.11.



                                       42

<PAGE>

            The Baseline Budget is annexed to this Agreement as Exhibit 8.11(a).
            The Baseline Budget for the below categories are expressed either on
            a rate basis expressed as cost  per case or as a percentage of sales
            (the  "Cost  Rate")  or on the basis  of  absolute  dollars  ("Fixed
            Absolute Dollars"), as follows:

                  a.  Total Warehousing Costs (excluding HBC/GM and occupancy) -
                      cost per case
                  b.  Total Occupancy  Costs (excluding HBC/GM) - Fixed Absolute
                      Dollars
                  c.  Total Transportation  Costs  (excluding HBC/GM) - cost per
                      case
                  d.  Total  HBC/GM  Operating  Costs  -   cost   expressed   as
                      percentage of sales
                  e.  Total Direct Overhead Costs - Fixed Absolute Dollars

            The Cost Rate or Fixed Absolute Dollars measure shall be utilized in
            calculating  the  Shared Savings and the resulting Gainshare payable
            to C&S, if any, in  the  Ramp-Up  period  or  any  Contract  Year in
            accordance with sub-schedule (d) below.

      (b)   Non-C&S    Managed    Outbound    Transportation.     The   outbound
            transportation  expense  to  the  Pathmark-bannered  stores  is  not
            included  in the Interim Budget, as that is an A&P-managed  function
            currently performed  by GHI and paid for directly by A&P.  [*].  The
            parties agree further  that all savings associated with the non-C&S-
            managed  outbound  transportation  (the  "Non-C&S  Managed  Outbound
            Transportation") shall  be  calculated  as  part  of  the Gainshare,
            including  the  savings  that  may  later  result  from relocations,
            openings or closures of Facilities, except that the  Gainshare shall
            not include fee or cost reductions that A&P negotiates directly with
            GHI,  or  that  A&P  negotiates on its own, and that do not  include
            C&S's participation or cooperation.  As more fully set forth in sub-
            schedule "d" below, the  savings associated with the Non-C&S Managed
            Outbound Transportation shall  be calculated as a separate component
            of  the  Shared  Savings and added  to  the  Gainshare  calculation.
            Further, the base  cost  (non-fuel) for the Non-C&S-Managed Outbound
            Transportation shall be adjusted for CPI (as defined in Schedule 6.4
            above).  Fuel will be adjusted  as  set  forth  in sub-schedule "c",
            below.  Attached as Exhibit 8.11(b) are the base  costs  of the Non-
            C&S  Managed  Outbound  Transportation  which  shall operate as  the
            baseline  for  the  calculation  of  this  component of  the  Shared
            Savings.   The  Costs  outlined on Exhibit 8.11(b)  are  subject  to
            further due diligence and  confirmation  by C&S and will be adjusted
            if necessary pursuant to sub-schedule "c"  below.  C&S shall further
            have  the  right to audit the actual costs related  to  the  Non-C&S
            Managed Outbound Transportation for the purpose of the Gainshare.

      (c)   Adjustments  to  Baseline  Budget.   The  Baseline  Budget  will  be
            adjusted annually as follows ("Adjusted Baseline Budget"):


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       43

<PAGE>

                     (i)   All  costs  (other than fuel) comprising the Baseline
                           Budget will be  adjusted  annually  in  the following
                           manner:

                  Total  Warehousing  Costs  -  adjusted for CPI (as defined  in
                      Schedule 6.4, above)
                  Total  Occupancy  Costs - adjusted  for  CPI  (as  defined  in
                      Schedule 6.4 above)
                  Total Transportation  Costs  - adjusted for CPI (as defined in
                      Schedule 6.4, above)
                  Total Direct Overhead Costs -  adjusted for CPI (as defined in
                      Schedule 6.4, above)

                  Fuel  will  be  adjusted  in  the  Baseline   Budget  annually
                  consistent with Schedule 8.4.2 above to accurately reflect the
                  actual current cost of fuel.

                  Total HBC/GM Operating Costs will be adjusted only for fuel.

                     (ii)  If  there  is  any  material change in A&P's  service
                           requirements that increases  the  cost  of  providing
                           services  to  A&P (including, by way of example  only
                           and not limited  to,  C&S's  assumption of the Edison
                           GMDC operation), the parties will  meet  and  in good
                           faith negotiate a revision to the savings calculation
                           and,  if necessary, a revision to the Baseline Budget
                           to better reflect the performance of C&S against such
                           Baseline Budget.

                     (iii) For any  fifty-three (53)  week  Contract  Year,  the
                           Baseline  Budget  will be adjusted for the additional
                           Costs arising from an additional week of operation.

                     (iv)  If there is case or  unit  volume  deviation  of more
                           than  [*]  from  the volume reflected in the Baseline
                           Budget, up or down,  the Parties agree that they will
                           examine the fixed and variable cost components within
                           the   Baseline   Budget  and   make   any   necessary
                           adjustments  to  the  Baseline  Budget  to  allow  an
                           appropriate comparison  of  the costs incurred in the
                           applicable Contract Year to the  costs  set  forth in
                           the Baseline Budget.

                     (v)   If  there  is  any  other  matter or development that
                           prevents  a legitimate and meaningful  comparison  of
                           the Baseline  Budget  to  the  Actual Costs, then the
                           parties  shall  meet  and  in good faith  adjust  the
                           Baseline   Budget   to  permit  such   a   meaningful
                           comparison.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       44

<PAGE>

                  The  Cost Rates or Fixed Absolute  Dollars  for  the  Baseline
                  Budget  shall be re-calculated following any adjustment to the
                  Baseline Budget in accordance with this sub-schedule (c).

      (d)   Calculation of  Shared  Savings and Cost Savings Gainshare Incentive
            Fee.  In the event that the Actual Costs paid by A&P for the Ramp-Up
            Period or any Contract Year  are  lower  than  the Adjusted Baseline
            Budget,  as  calculated in accordance with sub-schedules 8.11(d)(i)-
            (vi) below, thereby  resulting  in  cost  savings  as  against  such
            Adjusted  Baseline Budget, then the favorable difference between the
            Actual Costs  paid  by  A&P  and  the  Adjusted Baseline Budget (the
            "Shared Savings") shall be allocated between  A&P  and  C&S  on  [*]
            basis.

                     (i)   Total  Warehousing Cost savings (non HBC/GM) shall be
                           calculated by multiplying:  A) the difference between
                           the Cost  Rate  for Total Warehousing Costs under the
                           Adjusted Baseline  Budget  and  the Cost Rate for the
                           actual Total Warehousing Cost paid  by  A&P  for  the
                           Contract  Year  for  which  the  Gainshare  is  being
                           determined;  and  B) the  number  of  cases  for  the
                           Contract  Year  for  which  the  Gainshare  is  being
                           determined.

                     (ii)  Total  Occupancy Cost savings shall be calculated  by
                           taking the  difference,  in  Fixed  Absolute Dollars,
                           between the Total Occupancy Cost under  the  Adjusted
                           Baseline Budget and the actual Total Occupancy  Costs
                           paid  by  A&P  for  the  Contract  Year for which the
                           Gainshare is being determined

                     (iii) Total Transportation Cost savings (non  HBC/GM) shall
                           be  calculated  by  multiplying:   A) the  difference
                           between  the  Cost  Rate for the Total Transportation
                           Cost under the Adjusted  Baseline Budget and the Cost
                           Rate for the actual Total Transportation Cost paid by
                           A&P for the Contract Year  for which the Gainshare is
                           being determined; and B) the  number of cases for the
                           Contract  Year  for  which  the  Gainshare  is  being
                           determined.

                     (iv)  Total   HBC/GM  Operating  Cost  savings   shall   be
                           calculated by multiplying:  A) the difference between
                           the Cost  Rate  for  the  Total HBC/GM Operating Cost
                           under the Adjusted Baseline  Budget and the Cost Rate
                           for the actual Total HBC/GM Operating  Cost  paid  by
                           A&P  for the Contract Year for which the Gainshare is
                           being  determined;  and B) the total HBC/GM sales for
                           the Contract Year for  which  the  Gainshare is being
                           determined.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       45

<PAGE>

                     (v)   Direct Overhead Cost savings shall be  calculated  by
                           taking  the  difference,  in  Fixed Absolute Dollars,
                           between  the  Total Direct Overhead  Cost  under  the
                           Adjusted Baseline  Budget and the actual Total Direct
                           Overhead Cost paid by  A&P  for the Contract Year for
                           which the Gainshare is being determined.

                     (vi)  The Non-C&S-Managed Outbound  Transportation  savings
                           shall be calculated by multiplying A) the difference,
                           on  a cost-per-case basis, the costs that existed  as
                           of  the   Effective   Date,   as  adjusted  per  sub-
                           schedule 8.11(b) above, with the  cost  per  case for
                           the  Contract  Year  for which the Gainshare is being
                           determined; and B) the  number of cases applicable to
                           the Non-C&S-Managed Outbound  Transportation  for the
                           Contract  Year  for  which  the  Gainshare  is  being
                           determined.   Savings  that  do  not  qualify for the
                           Gainshare as set forth in sub-schedule 8.11(b) hereof
                           shall not be included in the calculation  of  savings
                           under this sub-schedule 8.11(d)(vi).

                  The Shared Savings for the Ramp-Up Period or any Contract Year
                  shall  be  determined  by  adding  (i) through (vi) above.  An
                  illustrative example of the calculation  of the Shared Savings
                  has been annexed hereto as Exhibit 8.11(d).

      (e)   Payment of Cost Savings Gainshare Incentive Fee.

                     (i)   C&S   and  A&P  shall  reconcile  the  Gainshare   in
                           connection  with  the year-end reconciliation (as set
                           forth in Schedule 8.5.3  hereof).   To the extent any
                           portion of the Cost Savings Gainshare  Incentive  Fee
                           is  disputed,  A&P  shall  nonetheless pay to C&S the
                           undisputed portion of such Fee  on  the  next  Weekly
                           Statement  and the parties shall resolve any disputed
                           portion in accordance  with  the terms and conditions
                           as set forth in Schedule 12 hereof;

                     (ii)  Payment of the Cost Savings Gainshare  Incentive  Fee
                           shall be made to C&S in accordance with the terms and
                           conditions   set  forth  in  this  Schedule 8.11  and
                           Schedule 9 hereof.



                                       46

<PAGE>

                                   SCHEDULE 9

         REMUNERATION AND PAYMENT OF SERVICES FEES AND OPERATING COSTS
         -------------------------------------------------------------

9.1   PAYMENT OF COSTS AND SERVICES FEES.
      ----------------------------------

      (a)   Weekly Statements.  Commencing  on  the  Effective  Date and on each
            Sunday  thereafter  during  the  Term  of this Agreement,  C&S  will
            electronically transmit to A&P a statement  (the  "Weekly Estimate")
            setting forth (a) the estimated amounts payable to  C&S  for the [*]
            of  A&P's  purchases  of  Merchandise and (b) the Costs and Services
            Fees for the forthcoming Contract Week, as set forth in the Approved
            Budget (or Flex Budget, as  the  case may be) (the "Estimated Weekly
            Payment Amount").  In addition, each  Sunday  during  the  Term, C&S
            will  electronically  transmit  to  A&P  files (such files shall  be
            referred  to collectively as the "Weekly Statement")  setting  forth
            all amounts  actually  due  to  C&S  (including  the  [*]  of  A&P's
            purchases   of  Merchandise,  Services  Fees,  and  Costs)  for  the
            immediately preceding  Contract  Week  (the "Weekly Actual Amount").
            The  Weekly  Statement  will  include  a  shipment   file  with  all
            Merchandise  charged  to  the A&P Stores at the [*]; a gross  profit
            file indicating the [*]; and  an  Expense/Charge File with all Costs
            and the Services Fees allocated to  such  week  as  set forth on the
            Approved Budget or Flex Budget, as applicable.  With  respect to the
            Cost  Savings  Gainshare Incentive Fee, for the First Contract  Year
            only, such amounts  will be paid to C&S in connection with the year-
            end reconciliation related  to  any  Contract Year.  Thereafter, the
            Cost  Savings  Gainshare  Incentive  Fee will  be  budgeted  in  the
            Approved  Budget  (or  the  Flex  Budget, if  applicable)  for  each
            succeeding  Contract Year, based on  the  amounts  realized  in  the
            immediately preceding  Contract Year and trued up in connection with
            the year-end reconciliations.   Each week, the Weekly Statement will
            reflect, and A&P will pay in accordance  with Schedule 9.1(b) below,
            [*] of the budgeted amount of the Cost Savings  Gainshare  Incentive
            Fee budgeted for the preceding Contract Week.

      (b)   Payment.  [*]


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       47

<PAGE>

            Should the due date of A&P's payment fall
            on a date on which banks in New  York are required to be closed, the
            due date shall be accelerated to the  previous day that banks in New
            York may legally open.  If at any time  A&P's  S&P  corporate credit
            rating is B+ or above, then C&S will adjust A&P's payment  terms for
            a  Friday  payment  of such Contract Week's Estimated Weekly Payment
            Amount with a true-up payment the following Wednesday.

      (c)   Miscellaneous Billing  and Payment Matters.  Time is of the essence.
            If any payment under Schedule 9.1  is in default, and A&P has failed
            to cure the default within seventy-two hours after receiving written
            notice from C&S, then C&S shall have  the  right (which rights shall
            be nonexclusive, cumulative of and additional to all other remedies)
            to defer further deliveries until all payments  in default have been
            made,  or  if  such  payment  is  in default for more than  five (5)
            business days following notice from C&S, to terminate this Agreement
            in accordance with Schedule 11 hereof.   If  either  of  the Parties
            disputes any portion of the Weekly Statement, absent manifest error,
            such Party shall nonetheless pay the full amount of the statement by
            the  payment  due date, without any deductions or offsets; provided,
            such Party may  avail itself of the dispute resolution provision set
            forth below and in  Schedule 12 hereof with respect to such disputed
            amount.  The Party disputing  the payment shall give the other Party
            notice of any billing adjustments  it  believes  should be made, and
            the  Parties  shall  attempt  to reach agreement on any  adjustments
            within seven days.  If either Party  believes  a  billing adjustment
            should  be  made,  it shall give notice to the other Party  and  the
            Parties shall attempt  to  reach agreement on any adjustments within
            seven  days from the date notice  is  received.   In  the  event  an
            agreement  cannot  be  reached  on  disputed adjustments within said
            seven days, the Parties will settle the  dispute  in accordance with
            the dispute resolution procedures for accounting disputes  set forth
            in Schedule 12 hereof.

9.2   TAXES.   All  amounts  payable  by  A&P under this Agreement shall be paid
      together with any applicable taxes and  duties  including  any sales taxes
      and  any  other  miscellaneous taxes related to the provision of  Services
      hereunder (such as  the  New  Jersey  Litter  Tax  or  the  Delaware Gross
      Receipts Tax) which are assessed against C&S or its Affiliates, other than
      income taxes related to the collection of the Services Fees.

9.3   PAYMENTS  FOR  ASSUMPTION  OF  PERFORMANCE.   If  any  provision  of  this
      Agreement  requires C&S to make any payment to any third person or perform
      specific actions  and  C&S  fails  to  make  such  payment or perform such
      actions within 5 days of notice thereof from A&P to C&S, and provided that
      C&S  is  not  in  dispute  with  such  third person with respect  to  such
      obligation, A&P may elect (but in no event shall A&P be obligated) to make
      all  or part of such required payment or  perform  all  or  part  of  such
      actions,  in  which  event  C&S  shall  immediately reimburse A&P for such
      payment or performance, provided that A&P  shall  have  the  right,  as an
      alternative  to  such  reimbursement,  to  set-off  the amount of any such
      required payment made by A&P against any amount owed  by  A&P  to C&S.  In
      the  event that A&P exercises such right of set-off, it shall provide  C&S
      with a copy of supporting documentation including evidence of payment.



                                       48

<PAGE>

                                   SCHEDULE 10

                  INDEMNIFICATION AND INSURANCE; FORCE MAJEURE
                  --------------------------------------------

10.1  INDEMNIFICATION.
      ----------------

      (a)   C&S.   C&S  shall  defend,  indemnify  and hold harmless A&P and its
            Affiliates,  and  their  respective  employees,   servants,  agents,
            independent  contractors, successors and assigns from  any  and  all
            losses, damages,  claims,  liabilities,  causes of action, costs and
            expenses,  including but not limited to reasonable  legal  fees  and
            costs of settlement  (collectively,  "Losses")  arising  out  of  or
            related  to  any  third  party claim in connection with or resulting
            from (i) C&S's acts, omissions  or  negligence in its performance of
            the  Services  or  its  other  obligations   under  this  Agreement;
            (ii) C&S's failure to comply with any applicable Laws related to its
            performance  of  the  Services or its other obligations  under  this
            Agreement; or (iii) the  acts,  omissions or negligence of any third
            party  hired  by  C&S  or its Affiliates  in  connection  with  this
            Agreement; provided, however, this indemnification and hold harmless
            with  respect to sub-schedules (i)-(iii)  shall  not  apply  to  the
            extent of any claims arising out of or resulting from the negligence
            or willful  misconduct  of  A&P,  its Affiliates or their respective
            employees, representatives or agents.   Whenever A&P receives notice
            of a claim or demand that would be covered  by  this  provision, A&P
            shall in turn provide C&S with prompt written notice of  such  claim
            or  demand.   Notwithstanding  anything  to  the  contrary set forth
            herein,  nothing  in  this Schedule 10.1(a) shall be interpreted  to
            excuse A&P from its obligation  to  reimburse  C&S  for Costs as set
            forth in Schedule 8.

      (b)   A&P.   A&P  shall  defend, indemnify and hold harmless C&S  and  its
            Affiliates,  and  their   respective  employees,  servants,  agents,
            successors and assigns from  any  and  all  Losses arising out of or
            related  to any third party claim in connection  with  or  resulting
            from  (i) A&P's  acts,  omissions  or  negligence  related  to  this
            Agreement;  (ii) A&P's  failure  to  comply with any applicable Laws
            related to Merchandise procured, handled, packaged, used, possessed,
            transported or stored by A&P; or (iii) acts, omissions or negligence
            of  any Affiliate of A&P or any third party  hired  by  A&P  or  its
            Affiliates  in  connection  with  this  Agreement including, but not
            limited to, GHI; provided, however, this  indemnification  and  hold
            harmless with respect to sub-schedules (i)-(iii) shall not apply  to
            the  extent  of  any  claims  arising  out  of or resulting from the
            negligence  or willful misconduct of C&S, its  Affiliates  or  their
            respective  employees,  representatives  or  agents.   Whenever  C&S
            receives notice  of  a claim or demand that would be covered by this
            provision, C&S shall in  turn provide A&P with prompt written notice
            of such claim or demand.

      (c)   Product Liability - Infringement.   The  Parties  hereto  agree that
            each  shall  use  commercially  reasonable efforts to seek indemnity
            from the manufacturer of any Merchandise with respect to any and all
            Losses  arising out of or relating  to  any  third  party  claim  in
            connection with or resulting from (i) actual or alleged product



                                       49

<PAGE>

            liability  or  the  handling,  possession, storage, use or any other
            dealing  by  any person of any Merchandise  or  (ii) any  actual  or
            alleged infringement  of  any  trademark, patent, copyright or other
            intellectual property right.  To  the  extent  C&S has exhausted its
            efforts to seek indemnity from the manufacturer as set forth in this
            Schedule 10(c), but was unable to secure such indemnity,  A&P  shall
            indemnify  C&S  with respect to Losses to the extent (a) such Losses
            are related to private label or A&P unique items and (b) such Losses
            do not arise from  or  are  not related to the negligence or willful
            misconduct of C&S.  To the extent  A&P  has exhausted its efforts to
            seek  indemnity  from  the  manufacturer  as  set   forth   in  this
            Schedule 10(c),  but was unable to secure such indemnity, C&S  shall
            indemnify A&P with  respect to any Losses arising out of or relating
            to  any  third  party  product  liability  claim  related  to  C&S's
            handling, possession, storage  or  use of Merchandise, to the extent
            such claim does not relate to any actual  or  alleged  negligence or
            willful misconduct of A&P.  Notwithstanding anything to the contrary
            set forth herein, this paragraph shall not be deemed to  prohibit or
            restrict  either Party in any way from seeking indemnification  from
            the other Party under this Schedule 10.

10.2  INSURANCE BY C&S.

      (a)   Insurance Policies.   During  the  Term of this Agreement, C&S shall
            carry and maintain the following policies  of  insurance  issued  by
            recognized,  reputable  insurers  reasonably  acceptable  to A&P, in
            forms  satisfactory to A&P acting reasonably, and naming A&P  as  an
            additional  insured  on all policies except the Workers Compensation
            and Disability Benefits policies of insurance:

                     (i)   All Risks  of  physical damage property insurance for
                           the Facilities and  Fixed  Assets  including Boiler &
                           Machinery  coverage,  all on a full replacement  cost
                           basis,

                     (ii)  All  Risks  of  physical  damage  property  insurance
                           (including coverage against  acts  of  terrorism  and
                           coverage  for goods in transit) on all inventories of
                           Merchandise on a full replacement cost basis.

                     (iii) Commercial General Liability coverage with a limit of
                           not less than  [*]  per occurrence for bodily injury,
                           personal  injury and property  damage.   Such  policy
                           shall include  blanket contractual liability coverage
                           and products/completed operations liability coverage.
                           Products/completed   operations   liability  coverage
                           shall  remain  in  effect for not less  than  two (2)
                           years after expiration or earlier termination of this
                           Agreement.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       50

<PAGE>

                     (iv)  Workers Compensation and Disability Benefits coverage
                           as  required  by  statute   and  Employers  Liability
                           coverage   in   a   minimum   amount   of   [*]   per
                           accident/disease.

                     (v)   Automobile Liability Insurance  coverage with a limit
                           of  not  less  than  [*]  per occurrence  for  bodily
                           injury, personal injury and property damage.

      (b)   Primary  Coverage.   The policies set forth  in  this  Schedule 10.2
            shall be primary with respect to the acts or omissions of C&S.

      (c)   Subrogation.  C&S agrees  to waive all rights of subrogation against
            A&P.

      (d)   Proof of Insurance.  Not later  than  ten (10)  days  prior  to  the
            Effective Date, C&S shall provide to A&P certificates evidencing the
            insurance  coverages  required  of C&S under this Schedule 10.2, and
            such  certificates  shall  state  that  all  policies  of  insurance
            evidenced  therein  may  not be terminated,  cancelled  or  modified
            except upon no less than thirty (30)  days  prior  written notice to
            A&P.   In  addition, C&S shall deliver renewal certificates  to  A&P
            promptly upon  receipt  by  C&S,  and C&S will provide evidence that
            such coverage did not lapse.

10.3  INSURANCE BY A&P.

      (a)   Insurance Policies.  During the Term  of  this  Agreement  A&P shall
            carry  and  maintain  the  following,  naming  C&S  as an additional
            insured with respect to "i" below, policies of insurance  issued  by
            recognized,  reputable  insurers  reasonably  acceptable  to C&S, in
            forms satisfactory to C&S acting reasonably:

                     (i)   Commercial General Liability coverage with a limit of
                           not  less than [*] per occurrence for bodily  injury,
                           personal  injury  and  property  damage.  Such policy
                           shall include blanket contractual  liability coverage
                           and products/completed operations liability coverage.
                           Products/completed   operations  liability   coverage
                           shall remain in effect  for  not  less  than  two (2)
                           years after expiration or earlier termination of this
                           Agreement.

                     (ii)  Workers Compensation and Disability Benefits coverage
                           as   required  by  statute  and  Employers  Liability
                           coverage   in   a   minimum   amount   of   [*]   per
                           accident/disease.

      (b)   Primary  Coverage.   The  policies  set  forth in this Schedule 10.3
            shall be primary with respect to the acts or omissions of A&P.

      (c)   Subrogation.  A&P agrees to waive all rights  of subrogation against
            C&S.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       51

<PAGE>

      (d)   Proof  of  Insurance.   Not later than ten (10) days  prior  to  the
            Effective Date, A&P shall provide to C&S certificates evidencing the
            insurance coverages required  of  A&P  under  this Schedule 10.3 and
            such  certificates  shall  state  that  all  policies  of  insurance
            evidenced therein may not be terminated or cancelled  except upon no
            less  than  thirty (30)  days  prior  written  notice  to  C&S.   In
            addition,  A&P  shall  deliver  renewal certificates to C&S promptly
            upon  receipt  by  A&P,  and A&P will  provide  evidence  that  such
            coverage did not lapse.

10.4  SELF-INSURANCE.   Notwithstanding   anything  to  the  contrary  contained
      herein, if any Party required to carry insurance hereunder has a net worth
      in excess of $100.0 Million ($100,000,000)  Dollars,  then  such insurance
      may be carried whole or in part under a program of self-insurance.

10.5  FORCE MAJEURE.

      (a)   If either Party is rendered unable at any time, wholly  or  in part,
            to  perform  or  comply  with  any  of  its  obligations  under this
            Agreement, other than obligations regarding the payment of money, by
            reason  of  act  of  God,  force of nature, fire, or other casualty,
            eminent domain, war-like activity, utility failure, insurrection, or
            civil commotion, shortage of  raw  materials  or  supplies, any law,
            regulation  or  order  by  any  governmental  body  or authority  of
            competent  jurisdiction,  or  any other cause beyond its  reasonable
            control, or beyond the control  of any person directly or indirectly
            engaged  by  it  (any  such event being  referred  to  as  a  "Force
            Majeure"), the obligations  of such Party shall be suspended for the
            duration of the Force Majeure,  but only to the extent such event of
            Force Majeure impairs the Party's ability to perform its obligations
            under this Agreement.

      (b)   As soon as the Party whose performance  is  affected  by  the  Force
            Majeure  (the "Affected Party") becomes aware that an event of Force
            Majeure has occurred or is likely to occur, such Affected Party will
            notify the  other  Party.   Upon receipt of such notice by the other
            Party, representatives of the  Parties shall meet to establish plans
            and procedures to overcome or mitigate  the  effects  of  the  Force
            Majeure  and the Affected Party shall use all reasonable efforts  to
            minimize any  adverse effects on the other Party.  A&P shall pay all
            reasonable costs  and  expenses  incurred  by  C&S  in overcoming or
            mitigating  the effects of the Force Majeure and shall  continue  to
            pay to C&S all  Costs and Services Fees otherwise payable under this
            Agreement.

      (c)   The foregoing notwithstanding, if the Force Majeure causes C&S to be
            unable to render  substantial  performance  of its obligations under
            this Agreement, which inability causes substantial damage to A&P and
            A&P  can  either  render  such  performance itself  or  obtain  such
            performance from a third party, then A&P may perform or engage third
            parties to perform the Services until  C&S  is  able  to  resume the
            performance of the Services.

10.6  DISASTER  AND  RECOVERY  PLANS.   Each  of  the  Parties shall maintain  a
      disaster and recovery plan that is specific to the  performance  of  their
      respective obligations under this



                                       52

<PAGE>
            Agreement   and   to  the  information  systems  maintained  by  the
            respective Parties  in  connection  with this Agreement.  Each Party
            shall have the right to audit, test and  review  the  other  Party's
            disaster and recovery plan, and may conduct on-site interviews  with
            relevant officers and employees.



                                       53

<PAGE>

                                   SCHEDULE 11

                              TERM AND TERMINATION
                              --------------------

11.1  TERM.   This  Agreement  will  commence  on March 30, 2008 (the "Effective
      Date"),  and  shall remain in effect through  September 29,  2018,  unless
      earlier terminated in accordance with this Schedule 11.  The Parties shall
      meet and in good  faith  discuss  an  extension  of  the Term if C&S makes
      material capital expenditures exclusively to service A&P  during the Term.
      However,  under  no  circumstances  shall  A&P  be deemed to be under  any
      obligation whatsoever to agree to any extension of  this Agreement for any
      reason.  Unless the Parties otherwise agree in writing,  the Parties shall
      cooperate  in  good  faith  to  ensure  that upon the expiration  of  this
      Agreement, the Services, Other Services and  inventory of Merchandise held
      on A&P's behalf at the Facilities is transitioned  and  transferred to A&P
      or A&P's designee in accordance with Schedule 11.7.

11.2  C&S EVENTS OF DEFAULT.  Subject to any applicable cure period set forth in
      this Schedule 11.2 or elsewhere in this Agreement, each of  the  following
      is  a  "C&S Event of Default" and in case of occurrence of one or more  of
      the following, C&S will be in default hereunder:

      (a)   C&S  fails  to  make any material, undisputed payment required under
            this Agreement, and such non-payment remains uncured for a period of
            ten (10) days after written notice thereof from A&P.

      (b)   C&S fails to perform  any  of  its  material obligations as and when
            required  under  this  Agreement and such  nonperformance  continues
            uncured for thirty (30)  days after written notice thereof from A&P.
            Notwithstanding the foregoing,  if  the  non-performance  under this
            Schedule 11.2  represents  an  immediate and emergent threat to  the
            health, safety or welfare of the  public,  then  such nonperformance
            shall  be  deemed  to  constitute  a  "C&S Event of Default"  if  it
            continues uncured for ten (10) days.

      (c)   Any  of  C&S's  material  representations  or   warranties  in  this
            Agreement  is  breached  or  not  true  in  any  respect,  and  such
            representation   or   warranty   remains  breached  or  untrue   for
            thirty (30) days after written notice  thereof  from  A&P  and  such
            continuing  breach  materially  adversely  affects  C&S's ability to
            perform  its obligations hereunder.  Notwithstanding the  foregoing,
            if  the  breach  of  such  representation  or  warranty  under  this
            Schedule 11.2  presents  an  immediate  and  emergent  threat to the
            health,  safety  or  welfare  of  the  public,  then such breach  of
            representation  or  warranty  shall be deemed to constitute  a  "C&S
            Event of Default" if it continues uncured for ten (10) days.

      (d)   C&S  (i) becomes  insolvent;  (ii) commits  an  act  of  bankruptcy;
            (iii) becomes  subject to any voluntary  or  involuntary  bankruptcy
            proceedings; (iv) makes  an assignment for the benefit of creditors;
            (v) appoints or submits to  the  appointment  of  a  receiver  or  a
            receiver manager for all or any of its assets; (vi) admits in



                                       54

<PAGE>

            writing  its  inability  to  pay  its  debts  as they become due; or
            (vii) enters into any type of voluntary or involuntary liquidation.

      (e)   C&S is in default with respect to any financial  covenant  of  C&S's
            most senior tranche of indebtedness and such default remains uncured
            or  un-waived  beyond  the  applicable  cure period or any extension
            thereof.   (With  respect to this sub-schedule "e",  C&S  agrees  to
            provide to A&P within  120 days of the completion of its fiscal year
            a copy of the annual certification of covenant compliance that C&S's
            auditors provide to C&S lenders for the just-completed fiscal year).

      (f)   C&S is in material breach of Schedule 7.8(b), 7.11(a) or 7.11(b).

      (g)   A majority of the assets  or  voting  stock  of C&S is acquired by a
            competitor of A&P.

      (h)   C&S  has  breached  any  obligation  under  any  provision  of  this
            Agreement other than this Schedule 11.2 which gives  rise  to  A&P's
            ability  to  terminate  this  Agreement as specifically set forth in
            such provision, subject to any  applicable  cure  period  set  forth
            therein.

11.3  REMEDIES  UPON C&S EVENT OF DEFAULT.  Upon the occurrence of any C&S Event
      of Default and subject to any applicable cure periods:

      (a)   A&P shall have all remedies available to it under this Agreement, at
            law and/or  in  equity  in  each  case  subject to the terms of this
            Agreement.

      (b)   A&P  shall  have,  at its discretion, the right  to  terminate  this
            Agreement upon written  notice  to C&S, such termination to occur at
            the termination date specified in such notice.

11.4  A&P EVENTS OF DEFAULT.  Subject to any applicable cure period set forth in
      this Schedule 11.4 or elsewhere in this  Agreement,  each of the following
      is an "A&P Event of Default" and in the occurrence of  one  or more of the
      following, A&P will be in default hereunder:

      (a)   A&P  fails  to make any material, undisputed payment required  under
            this Agreement, and such non-payment remains uncured for a period of
            ten (10) days after written notice thereof from C&S.

      (b)   A&P fails to  perform  any  of its other material obligations as and
            when  required  under  this  Agreement   and   such  non-performance
            continues uncured for 30 days after written notice thereof from C&S.
            Notwithstanding  the  foregoing, if the non-performance  under  this
            Schedule 11.4 represents  an  immediate  and  emergent threat to the
            health,  safety  or welfare of the public, then such  nonperformance
            shall be deemed to  constitute  an  "A&P  Event  of  Default"  if it
            continues uncured for ten (10) days.


                                       55

<PAGE>

      (c)   Any   of  A&P's  material  representations  or  warranties  in  this
            Agreement  is  breached  or  not  true  in  any  respect,  and  such
            representation   or   warranty   remains   breached  or  untrue  for
            thirty (30)  days after written notice thereof  from  C&S  and  such
            continuing breach  materially  adversely  affects  A&P's  ability to
            perform  its  obligations hereunder.  Notwithstanding the foregoing,
            if  the  nonperformance   under  this  Schedule 11.4  represents  an
            immediate and emergent threat  to  the  health, safety or welfare of
            the public, then such nonperformance shall  be  deemed to constitute
            an "A&P Event of Default" if it continues uncured for ten (10) days.

      (d)   A&P  (i) becomes  insolvent;  (ii) commits  an  act  of  bankruptcy;
            (iii) becomes  subject  to  any voluntary or involuntary  bankruptcy
            proceedings; (iv) makes an assignment  for the benefit of creditors;
            (v) appoints  or  submits to the appointment  of  a  receiver  or  a
            receiver manager for  all  or  any  of  its  assets;  (vi) admits in
            writing  its  inability  to  pay  its  debts as they become due;  or
            (vii) enters into any type of voluntary or involuntary liquidation.

      (e)   A&P  has  breached  any  obligation  under  any  provision  of  this
            Agreement other than this Schedule 11.4 which  gives  rise  to C&S's
            ability  to  terminate  this Agreement as specifically set forth  in
            such provision, subject to  any  applicable  cure  period  set forth
            therein.

11.5  REMEDIES UPON A&P EVENT OF DEFAULT.  Upon the occurrence of any A&P  Event
      of Default, and subject to any applicable cure periods:

      (a)   C&S shall have all remedies available to it under this Agreement, at
            law  and/or  in  equity  in  each  case subject to the terms of this
            Agreement.

      (b)   C&S  shall  have, at its discretion, the  right  to  terminate  this
            Agreement upon  written  notice to A&P, such termination to occur at
            the termination date specified in such notice.

11.6  FORCE  MAJEURE.  Either party shall  have  the  right  to  terminate  this
      Agreement  without  penalty  if  due  to  a  Force Majeure event which has
      occurred  and  is  continuing,  C&S  is  unable  to perform  any  material
      obligation,  as  and  when required, under this Agreement  for  more  than
      twenty-six (26) consecutive weeks.

11.7  PROCEDURES ON TERMINATION.

      (a)   Notwithstanding termination  of  this  Agreement  by reason of a C&S
            Event  of  Default  or  an  A&P  Event  of  Default  or as otherwise
            stipulated herein, C&S shall remain obligated to fully  perform,  to
            the  extent  permitted by Law and for a period of up to (but no more
            than) one hundred  and eighty (180) days, the Services and the Other
            Services pursuant to  this  Agreement (including without limitation,
            making whatever arrangements are necessary to continue such Services
            without interruption or diminution  in  the Service Specifications),
            and C&S shall continue to be compensated for such Services and Other
            Services in accordance with this Agreement,  until  such  time  (the
            "Effective  Date  of  Termination") as may be reasonably required to
            transition or transfer to A&P or its designee responsibility



                                       56

<PAGE>

            for performing all Services and Other Services, and all inventory of
            Merchandise ordered on  behalf  of  A&P  and held at the Facilities.
            The Parties shall cooperate to ensure that  the  Services  and Other
            Services,  and  the  inventory  described above, are transferred  or
            transitioned to A&P or A&P's designee in an orderly and professional
            manner.  A&P's payment obligations for Services under this Agreement
            shall not be subject to any increase  as a direct or indirect result
            of any termination of this Agreement.   This  Schedule 11.7(a) shall
            be void in the event that the termination by C&S  of  this Agreement
            was due to nonpayment by A&P and such nonpayment is not  immediately
            cured.

      (b)   If  this  Agreement  terminates by reason of a C&S Event of Default,
            C&S agrees to:

                     (i)   pay or  rebate  to  A&P all sums due to A&P under the
                           Agreement through the  effective  date of termination
                           and for such further period during  which Services or
                           Other Services are rendered in accordance  with  sub-
                           schedule (a) above; and

                     (ii)  pay  and/or  reimburse  A&P  for  all  proven  direct
                           damages  made against or suffered or incurred by  A&P
                           arising from or in any way related to the termination
                           of this Agreement.

      (c)   If this Agreement terminates  by  reason of an A&P Event of Default,
            A&P agrees to:

                     (i)   pay  C&S all sums due  to  C&S  under  the  Agreement
                           through  the  effective  date  of termination and for
                           such further period during which  Services  or  Other
                           Services   are   rendered  in  accordance  with  sub-
                           schedule (a) above;

                     (ii)  additionally pay and/or  reimburse C&S for all proven
                           direct damages made against  or  suffered or incurred
                           by  C&S  arising from or in any way  related  to  the
                           termination   of  this  Agreement  and  the  Services
                           hereunder  including,   but  not  limited  to,  early
                           termination  fees  and  equipment   pay-out   amounts
                           related  to  any  early  termination  of  a  lease or
                           licensing agreement related to the Facilities  or any
                           Fixed Assets.

      (d)   IN  NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR  ANY
            SPECIAL,  INDIRECT,  CONSEQUENTIAL,  PUNITIVE  OR EXEMPLARY DAMAGES,
            INCLUDING LOST SALES OR LOST PROFITS; PROVIDED THAT  THIS LIMITATION
            OF  LIABILITY  SHALL  NOT  APPLY  IN INSTANCES OF WILLFUL BREACH  OR
            MISCONDUCT OR TERMINATION PURSUANT TO SCHEDULE 7.12(e).

11.8  FACILITIES AND FIXED ASSETS.  Notwithstanding  anything  contained in this
      Agreement  to  the  contrary,  but  without limiting A&P's obligations  in
      Schedule 11.7(c),  in  no  event  shall A&P  have  any  responsibility  or
      obligation to take title to any of the Facilities or Fixed



                                       57

<PAGE>

      Assets,  or  to  assume  any  Real  Estate  Obligations  relating  to  the
      Facilities, or to assume any leases, licenses or other agreements relating
      to  the  Fixed  Assets  or  otherwise,  upon  the  expiration  or  earlier
      termination  of  this Agreement (regardless,  in  the  case  of  an  early
      termination, of the reason for such early termination).



                                       58

<PAGE>

                                   SCHEDULE 12

                                 MISCELLANEOUS
                                 -------------

12.1  NEGOTIATION.  If a  dispute  arises  under  this Agreement which cannot be
      resolved by the personnel directly involved,  either  Party may invoke the
      dispute resolution procedure set forth below by giving  written  notice to
      the other Party of the dispute and designating its chief legal officer  as
      its  representative  in  negotiations  relating to the dispute.  The chief
      legal officers of both Parties, acting in  good faith and using reasonable
      efforts, shall work toward a reasonable and  equitable  resolution  of the
      dispute.   In  the  event  the  chief  legal  officers are unable to reach
      resolution,  the Parties will designate their respective  Chief  Executive
      Officers to negotiate resolution of the dispute.

12.2  APPOINTMENT OF  MEDIATOR  -  NON  ACCOUNTING  DISPUTES.  If the respective
      designated  officers  of  C&S and A&P are unable to  resolve  the  dispute
      within ten (10) business days  from  the  receipt of written notice of the
      dispute,  the  Parties shall agree on the appointment  of  a  mediator  to
      assist in resolving  the  matter.   A  mediator  shall be appointed by the
      American Arbitration Association upon the request  of  either Party if the
      Parties  cannot  agree  in  the  selection of such person within  five (5)
      business  days of a request to agree.   The  person  so  appointed  shall,
      within one  month of appointment, render his decision on the matter.  Such
      decision shall not be binding on the Parties.  The Parties shall cooperate
      with any person appointed pursuant to this Schedule 12.2 and shall provide
      him with such information and other assistance as he shall require and his
      costs shall be paid by such Party as he shall determine.

12.3  RESOLUTION OF  ACCOUNTING  DISPUTES.   Any  accounting disputes, including
      disputes relating to specific amounts and numerical assumptions to be used
      in the preparation or modification of budgets,  shall  be  resolved in the
      following manner:  If the Parties exhaust all good faith efforts  to reach
      agreement  within  10  days, the matter shall be referred to each Parties'
      independent accountants  and such independent accountants shall agree upon
      the appointment of a third  independent  accountant to resolve the matter.
      The  independent  accountant  so  appointed  shall,   within  20  days  of
      appointment,  render a decision on the matter and such decision  shall  be
      final and binding on the Parties.

12.4  RESOLUTION OF ALL  OTHER  DISPUTES.   Failing  resolution  by  the Parties
      through  negotiation  or  mediation,  any  controversy,  claim, or dispute
      between the Parties, directly or indirectly, concerning this  Agreement or
      the  breach  hereof,  or  the  subject  matter hereof, including questions
      concerning the scope and applicability of  this  arbitration clause, shall
      be finally settled by arbitration before a single  arbitrator  in New York
      City  pursuant  to  the  applicable  rules  of  the  American  Arbitration
      Association,  with  the  sole  exception  for  a breach of confidentiality
      requiring  injunctive  relief.  The single arbitrator  shall  be  selected
      within 20 days after the  commencement of the arbitration proceeding.  The
      Parties agree that the arbitrator's  award  shall  be duly made in writing
      within thirty (30) days after the hearings in the arbitration  proceedings
      are closed, and that such award shall be binding and conclusive  on all of
      the  Parties  to this Agreement.  The arbitrator shall have the right  and
      authority to assess  the  cost  of  the  arbitration  proceedings  and  to
      determine  how  its  decision as to each issue or matter in dispute may be
      implemented or



                                       59

<PAGE>

      enforced.  Judgment upon  the  award  may  be  sought  and  entered in any
      competent federal or state court located in the United States  of America.
      An application may be made to such court for confirmation of the award and
      for  any  other  equitable  or  legal  remedies  that may be necessary  to
      effectuate  such  award  or  otherwise preserve any rights  for  which  no
      adequate remedy at law exists.   Notwithstanding  anything to the contrary
      contained  in  this Schedule 12, neither Party shall  be  prohibited  from
      opting out of the  arbitration  process set forth hereunder and litigating
      in court any claim arising under  Schedule 11 of this Agreement; provided,
      however, each of the Parties hereby  expressly  waives  a  right to a jury
      trial with respect to any such claim or cause of action.

12.5  AUDIT AND ACCESS RIGHTS.

      (a)   Books  and  Records.   C&S  shall  maintain  complete  and  detailed
            records,  data,  information  and  statements  in auditable form and
            quality  in respect of all activities related to  the  provision  of
            Services on  behalf  of  A&P  and  to all of C&S's other obligations
            under  this  Agreement, as information  fully  integrated  into  the
            overall financial  statements  maintained  by  C&S  in  the ordinary
            course of business.  C&S shall maintain all such records  consistent
            with  GAAP.   Without limiting the generality of the foregoing,  C&S
            shall maintain  and  provide  to  A&P  such  other separate records,
            information and reports in such forms and for  such  periods of time
            as  are set forth in the Service Specifications.  C&S shall  prepare
            and maintain  for a period of not less than five (5) years following
            the end of each of its fiscal years, adequate books and records with
            respect to:  (i) C&S's  performance  of Services, Other Services and
            all of its other obligations under this  Agreement; (ii) all amounts
            charged or credited by C&S to A&P hereunder; (iii) all Costs arising
            under this Agreement; (iv) C&S's compliance  with Laws governing its
            performance  hereunder;  [*] and (vi) such other  records,  data  or
            information as may be set  forth under the Service Specifications or
            as may be otherwise required  under  this  Agreement  or by A&P from
            time to time (collectively, the "Books and Records").  The Books and
            Records  shall  also be deemed to include any other books,  records,
            data or other materials  that  relate to the activities described in
            subsections (i) through (vi) above  and  which  may be maintained by
            C&S or its employees, representatives or third-party  vendors.   The
            Books   and  Records  shall  be  maintained  consistent  with  GAAP,
            consistently  applied,  and  shall  be in a form suitable for audit,
            review and copying and shall be made  available  as reports produced
            from C&S's overall financial statements maintained  by  C&S  for its
            entire operations in the ordinary course of business.  All Books and
            Records  shall  be  maintained  in  accordance  with  C&S's document
            retention policy.  A&P will be provided access to, and  the right to
            audit,  any  information A&P determines it needs in order to  verify
            any of the items  listed  in  (i)-(vi)  above, provided however, A&P
            will not be provided access to data or information relating to other
            customers of C&S or information unrelated to the


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


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<PAGE>

            performance of the Services, except as may  be  necessary  to verify
            cost allocations at the Shared Facility.

      (b)   Financial  Statements.   Each  Party  shall promptly deliver to  the
            other audited financial statements for  the  year-end  period, which
            have been certified to by a registered public accounting firm, after
            such financial statements have been issued by such public accounting
            firm.

      (c)   Access to Books and Records.  C&S shall permit A&P and its officers,
            directors,  representatives,  counsel,  advisors  and  other  agents
            (collectively,  "Agents"), upon reasonable notice and during  normal
            business hours, to  inspect,  have  access  to the Facilities and to
            inspect, have access and audit all of the Books  and Records for the
            purpose  of  auditing:  a) the performance of the Services  and  the
            Other  Services;  [*]  c) preparation  and  maintenance  of  records
            related  to such Services; and d) any other matter relating to C&S's
            performance  or  obligations  under  this  Agreement.   The right of
            access  under  this  Schedule 12.5(c)  shall  include  the right  to
            discuss such documentation with C&S's employees, representatives and
            outside  vendors having knowledge of their contents, and  C&S  shall
            instruct all  such employees, representatives or third-party vendors
            to fully cooperate  with  any request for information made by A&P to
            such employee, representative or third-party vendor.

      (d)   Frequency and Scope.  During  the  Term of this Agreement, and for a
            period  of one (1) year thereafter, A&P  or  A&P's  duly  authorized
            auditor or  agent  shall  have  the  right  at any time to audit and
            review  the  Books  and  Records.   The  scope  of the  audit  shall
            encompass  no  more than the prior 24-month period,  except  in  the
            event  that  the auditor  determines  reasonably  that  there  is  a
            specifically   identified   irregularity   that   requires   further
            inspection, in which  case the audit shall be permitted to look back
            an  additional three (3)  years  but  solely  with  respect  to  the
            identified irregularity.  All Books and Records are subject to audit
            and review  by  A&P  in accordance with this Agreement including the
            confidentiality  provisions   set  forth  in  Schedule 12.23  below.
            Notwithstanding anything to the  contrary  set forth herein, failure
            by A&P to challenge the amount of any [*], Cost, or the Services Fee
            within  the audit periods described herein shall  be  deemed  to  be
            A&P's agreement  and  consent  to such billed amounts, and A&P shall
            thereafter waive any claim or right to adjust such amounts.

      (e)   Deficiencies.  If an audit or review  reveals that any amounts to be
            paid or charged to A&P have been overstated or understated, then C&S
            shall  issue  a  charge or credit, as applicable,  to  correct  such
            overstatement or understatement.  If an audit or review reveals that
            amounts paid or charged to A&P were overstated or understated by ten
            percent (10%) or more  during the period audited, the Party required
            to pay such amount to the  other  Party  shall  reimburse  the other
            Party for


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       61

<PAGE>

            all  costs  and  expenses  incurred in connection with the audit  or
            review.  The foregoing remedies  shall  be  in addition to any other
            remedies available to A&P and C&S at law or in equity.

      (f)   Confidentiality.  Any and all information provided  to  A&P pursuant
            to  this  Schedule 12.5  including,  but  not limited to any audited
            financial  statements  and  other  financial  information,  will  be
            subject  to  the Confidential Information provisions  set  forth  in
            Schedule 12.23 below.

12.6  HEADINGS.  The division of this Agreement into Schedules and the insertion
      of headings are for convenience of reference only and shall not affect the
      construction or interpretation  of  this  Agreement.   Unless inconsistent
      with  the  context,  references  in  this  Agreement to Schedules  are  to
      Schedules of this Agreement.

12.7  EXTENDED MEANINGS.  In this Agreement words  importing the singular number
      only  include  the plural and vice versa, words  importing  the  masculine
      gender include the  feminine  and  neuter genders and vice versa and words
      importing persons include individuals, partnerships, associations, trusts,
      unincorporated organizations and corporations.

12.8  ACCOUNTING PRINCIPLES.  Wherever in  this Agreement reference is made to a
      calculation  to  be  made  in  accordance with  GAAP  (generally  accepted
      accounting principles consistently  applied),  such  reference shall be to
      generally accepted accounting principles of the United  States  of America
      from time to time recommended by the Financial Accounting Standards  Board
      (FASB),  or  any  successor,  applicable  as  at  the  date  on which such
      calculation is made or required to be made.

12.9  CURRENCY.   All  references  to  dollar amounts in this Agreement  are  to
      lawful money of The United States of America.

12.10 PROPER LAW OF CONTRACT; CONSENT TO  JURISDICTION.  This Agreement shall be
      governed by the laws of the State of  New  York and the laws of The United
      States of America as applicable in such State.

12.11 LEGAL RELATIONSHIP.  The legal relationship  of  C&S and A&P to each other
      shall be that of independent contractors, and neither  Party  shall be the
      agent or legal representative of the other for any purpose.  Neither Party
      shall  have  the right or authority to bind or obligate the other  to  any
      third party for any purpose whatsoever.

12.12 NOTICES.  Any  demand,  notice  or  other  communication  to  be  given in
      connection  with this Agreement shall be in writing and shall be given  by
      personal  delivery,  by  overnight  courier,  by  registered  mail  or  by
      facsimile or  electronic means of communication addressed to the recipient
      at the address  set  forth  below  or to such other address, individual or
      electronic communication number as may  be  designated  by notice given by
      either  Party  to  the  other.   Any demand, notice or other communication
      shall be conclusively deemed to have  been  given (i) on the day of actual
      delivery if given by personal delivery; (ii) on  the  next business day if
      given  by  overnight  courier; (iii) on the third business  day  following
      deposit in the mail if given by registered mail; and (iv) on



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<PAGE>

      the day of transmittal  if  given by facsimile or electronic communication
      during  the  normal business hours  of  the  recipient  and  on  the  next
      following business day if not given during such hours on any day.

      If to C&S:

      C&S Wholesale Grocers, Inc.
      7 Corporate Drive
      Keene, NH 03431
      Attn:  Richard B. Cohen, Chairman and Chief Executive Officer
      Phone:  (603) 354-4601
      Fax:  (603) 354-4692

      with a copy to:

      General Counsel
      Phone:  (603) 354-5885
      Fax:  (603) 354-4694

      If to A&P:

      The Great Atlantic & Pacific Tea Company, Inc.
      2 Paragon Drive
      Montvale, NJ 07645
      Attention:  Eric Claus, President and Chief Executive Officer
      Phone:  (201) 571-8770
      Fax:  (201) 571-8715

      with a copy to:

      Vice President - Legal Services
      Phone:  (201) 571-8161
      Fax:  (201) 571-8106


12.13 FURTHER ASSURANCES.   Each  of C&S and A&P shall from time to time execute
      and deliver all such further documents and instruments and do all acts and
      things as the other Party may  reasonably require to effectively carry out
      or  better  evidence  or perfect the  full  intent  and  meaning  of  this
      Agreement.

12.14 BENEFIT OF THE AGREEMENT.   This  Agreement  shall inure to the benefit of
      and be binding upon C&S, A&P and their respective  assigns and successors,
      including  any  transferee of substantially all of the  assets  of  either
      Party.

12.15 THIRD  PARTY AGREEMENTS.   Neither  C&S  nor  A&P  shall  enter  into  any
      agreement  with  any Person that would have the effect of impairing any of
      the other Party's  rights  hereunder  this  Agreement  or  limiting either
      Party's  ability  to  amend  this  Agreement in accordance with the  terms
      hereof, without the prior written consent of the other Party hereto.


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<PAGE>

12.16 CONTINUED PROVISIONS.  Notwithstanding  any  expiration  or termination of
      this Agreement, (i) the indemnification obligation of both  Parties as set
      forth  in  Schedule 10;  (ii) the  obligations  of  the both Parties  upon
      termination  of  this  Agreement  as  set forth in Schedule 11;  (iii) the
      confidentiality and non-solicitation provisions  set forth below; and (iv)
      any  other  provision  which  expressly or by its nature  is  intended  to
      survive termination of this Agreement,  shall  continue  in full force and
      effect.

12.17 GENERAL  REPRESENTATIONS  AND  WARRANTIES  BY  A&P.   A&P  represents  and
      warrants to C&S as follows:

      (a)   A&P  is  a corporation duly incorporated and validly existing  under
            the laws of  its jurisdiction of incorporation and has all necessary
            corporate power, authority and capacity to enter into this Agreement
            and  to  carry  out  its  obligations  under  this  Agreement.   The
            execution and delivery  of  this  Agreement  and  the performance of
            A&P's obligations under this Agreement have been duly  authorized by
            all necessary corporate action on the part of A&P.

      (b)   A&P  is  not  a party to, bound or affected by, or subject  to,  any
            indenture,  mortgage,   lease,   agreement,   collective  bargaining
            agreement,  obligation,  instrument,  charter  or by-law  provision,
            statute, regulation, order, judgment, decree, license, permit or law
            which would be violated, contravened or breached  as a result of the
            execution and delivery of this Agreement, or the performance  by A&P
            of any of its obligations under this Agreement.

12.18 GENERAL  REPRESENTATIONS  AND  WARRANTIES  BY  C&S.   C&S  represents  and
      warrants to A&P as follows:

      (a)   C&S  is  a  corporation duly incorporated and validly existing under
            the laws of its  jurisdiction of incorporation and has all necessary
            corporate power, authority and capacity to enter into this Agreement
            and  to  carry  out  its  obligations  under  this  Agreement.   The
            execution and delivery  of  this  Agreement  and  the performance of
            C&S's obligations under this Agreement have been duly  authorized by
            all necessary corporate action on the part of C&S.

      (b)   C&S  is  not  a party to, bound or affected by, or subject  to,  any
            indenture,  mortgage,   lease,   agreement,   collective  agreement,
            obligation,  instrument,  charter  or  by-law  provision,   statute,
            regulation,  order,  judgment,  decree, license, permit or law which
            would  be violated, contravened or  breached  as  a  result  of  the
            execution  and delivery of this Agreement, or the performance by C&S
            of any of its obligations under this Agreement.

      (c)   C&S is not in  breach  of any Laws that could reasonably be expected
            to have a material, adverse  effect  on C&S's ability to perform the
            Services  or  perform its other obligations  under  this  Agreement,
            including without  limitation  and to the extent applicable all Laws
            pertaining to human rights, labor  or  employment  standards,  labor
            relations and employment, protection of personal information,



                                       64

<PAGE>

            occupational  health and safety, workers' compensation and workplace
            safety insurance and environmental Laws.

12.19 ENTIRE AGREEMENT.  This Agreement together with all schedules and exhibits
      hereto constitutes the  entire  agreement between the Parties with respect
      to its subject matter and cancels  and supersedes any prior understandings
      and agreements between the Parties with  respect  to  such subject matter.
      There are no representations, warranties, terms, conditions,  undertakings
      or  collateral  agreements,  express,  implied  or statutory, between  the
      Parties other than as expressly set forth in this Agreement.

12.20 AMENDMENTS AND WAIVER.  No modification of or amendment  to this Agreement
      shall be valid or binding unless in writing and duly executed  by  both of
      the  Parties and no waiver of any breach of any term or provision of  this
      Agreement  shall be effective or binding unless made in writing and signed
      by the Party  purporting  to give the same and, unless otherwise provided,
      shall be limited to the specific breach waived.

12.21 ASSIGNMENT.  Except as provided below, this Agreement may not be assigned,
      either directly or by operation  of  law,  by  either  Party  without  the
      written  consent  of  the other Party, such consent not to be unreasonably
      withheld; provided, however,  that  in  the  event  of  any assignment the
      assignor  shall  continue  to  be  bound  by  all  obligations under  this
      Agreement as if such assignment had not occurred and  shall  perform  such
      obligations  to  the  extent  that  the  assignee  fails  to  do so.  This
      Agreement may be assigned by either Party without the consent of the other
      Party to an affiliate of the assignor, provided that the affiliate  enters
      into  a  written  agreement  with  the  other  Party  to  be  bound by the
      provisions of this Agreement in all respects and to the same extent as the
      assignor  is  bound  and provided that the assignor shall continue  to  be
      bound by all obligations  under  this  Agreement as if such assignment had
      not occurred and shall perform such obligations  to  the  extent  that the
      affiliate fails to do so.  Notwithstanding anything to the contrary,  this
      Agreement  shall  be binding on any transferee of substantially all of the
      assets of either Party.

12.22 NON-SOLICITATION.   During  the Term of this Agreement and for a period of
      twelve (12)  months  following  the  expiration  or  termination  of  this
      Agreement for any reason  whatsoever,  A&P shall not, and shall not permit
      any of its Affiliates to, directly or indirectly, hire, solicit, induce or
      encourage any person who is a managerial  employee  or  agent  employed or
      engaged  by  C&S  or  any of its Affiliates within one year prior to  such
      solicitation, to leave or otherwise cease being employed or engaged by C&S
      or any of its Affiliates (other than a person whose pay in lieu of notice,
      termination, and severance  payments  has been reimbursed pursuant to this
      Agreement).

12.23 CONFIDENTIALITY.  Each Party shall not,  during the Term of this Agreement
      or at any time thereafter, transmit Confidential  Information of the other
      Party to any third person either in whole or in part.   Each  Party  shall
      take  all reasonable precautions to safeguard the Confidential Information
      of the  other  Party from unauthorized disclosure and, at a minimum, shall
      afford the Confidential  Information  of  the other Party such precautions
      and  safeguards  as it affords to its own confidential  information  of  a
      similar  nature.   A&P  also  agrees  to  the  heightened  confidentiality
      restrictions as set forth in Schedule 7.14(d).



                                       65

<PAGE>

      "Confidential Information"  for  purposes of this Agreement shall mean all
      non-public, confidential or proprietary  information  of  either Party and
      its  clients  and  customers,  including  but  not  limited to information
      regarding   costing,   merchandising,   procurement,  inventory   systems,
      technology, formulations, transportation,  warehouse,  administrative  and
      other  technical  and economic data and information, received by the other
      Party  in  the course  of  the  negotiation  of,  or  performance  of  its
      obligations under, this Agreement.  The above restrictions shall not apply
      to the extent  that  Confidential Information comes into the public domain
      through no fault of the other Party, is received by the other Party from a
      third party having a bona  fide  right  to  disclose  such information, or
      disclosure is required by law.

      (a)   PUBLIC  NOTICES.   Neither  Party  shall make any press  release  or
            public announcement regarding this Agreement  or  otherwise publicly
            disclose  any  of  the  terms  of this Agreement without  the  prior
            written consent of the other Party,  except  where required to do so
            by Law or by the applicable regulations or policies  of any Federal,
            State  or other regulatory agency of competent jurisdiction  or  any
            stock exchange  in  circumstances  but only after prior consultation
            with  the  other  Party,  and  the  disclosing   Party   shall   use
            commercially reasonable best efforts to ensure that all Confidential
            Information  and  other information that is required to be disclosed
            in accordance with Laws will be accorded confidential treatment.

      (b)   REQUIREMENT TO DISCLOSE.   Wherever  in this Agreement disclosure is
            permitted if "required by Law",

                     (i)   the term "Law" shall be  deemed  to  include  (A) any
                           applicable  statute,  regulation  or  policy  of  The
                           United  States  of  America  or other government, any
                           State or local government or any  agency or authority
                           of any of them having jurisdiction  over  a  Party or
                           its business or any stock exchange or self-regulatory
                           organization  in  the securities industry and (B) any
                           order, demand or subpoena  of  any  such  government,
                           agency,  authority, exchange or organization  or  any
                           court of competent jurisdiction; and

                     (ii)  such  disclosure  shall  be  permitted  only  if,  as
                           promptly   as   practicable  after  determining  that
                           disclosure is required  or  after receipt of any such
                           order,  demand or subpoena, the  Party  intending  to
                           make such  disclosure shall notify the other Party of
                           such  requirement  and  the  scope  of  the  proposed
                           disclosure  and  shall  simultaneously deliver to the
                           other Party a copy of such  order, demand or subpoena
                           or,  if  there  is  none, a written  opinion  of  its
                           counsel describing the  legal  basis  upon which such
                           disclosure is required.  The Party intending  to make
                           such  disclosure  shall cooperate with all reasonable
                           requests  of  the  other   Party  for  assistance  in
                           preventing or limiting such disclosure.


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<PAGE>

12.24 DEFINITIONS.

      "A&P" is a Maryland corporation with its principal  offices  located  at 2
      Paragon Drive in Montvale, New Jersey 07645.

      "A&P EVENT OF DEFAULT" has the meaning set forth in Schedule 11.4.

      "A&P OPERATED FACILITY(IES)" has the meaning set forth in Schedule 3.5(c).

      "A&P STORES" has the meaning set forth in Schedule 7.3.

      "A&P VOLUME" means any volume of Merchandise intended for use or resale at
      the  A&P  Stores  or  otherwise  procured or purchased on A&P's behalf, at
      A&P's direction or with any other  reference  to  A&P's account, business,
      operations or name.

      [*].

      "ACCOUNTS   RECEIVABLES   DEDUCTIONS"  has  the  meaning  set   forth   in
      Schedule 5.3.

      "ACTUAL   ALLOCATION   AMOUNT"    has    the    meaning   set   forth   in
      Schedule 8.3(c)(i).

      [*]

      "ACTUAL COSTS" has the meaning set forth in Schedule 8.5.1.

      "ACTUAL  PURCHASING  SERVICE  LEVEL"  has  the  meaning   set   forth   in
      Schedule 7.12(c).

      "AD OVERPULL" has the meaning set forth in Schedule 7.12(b).

      "ADDITIONAL SERVICES" has the meaning set forth in Schedule 2.2.

      "ADJUSTED BASELINE BUDGET" has the meaning set forth in Schedule 8.11(c).

      "ADMINISTRATIVE   MANAGEMENT   FEE"   has   the   meaning   set  forth  in
      Schedule 6.2(b).

      "AFFECTED PARTY" has the meaning set forth in Schedule 10.5(b).

      "AFFILIATE"  means  a  corporation  or  business entity that, directly  or
      indirectly, is controlled by, controls or  is  under  common control, with
      respect to A&P or C&S, as applicable.

      "AGENTS" has the meaning set forth in Schedule 12.5(c).

      "AGGREGATE  COST  GROUPING"  is  a grouping of Cost items as  depicted  on
      Exhibit 1.4(a).

      "AGREEMENT" means this Warehousing  and  Distribution  Services Agreement,
      including the Schedules and Exhibits to this Agreement,  as it or they may
      be  amended  or  supplemented  from  time  to  time,  and  the expressions
      "hereof", "herein", "hereto",


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       67

<PAGE>

      "hereunder" and similar expressions refer to this Agreement and not to any
      particular portion or section of this Agreement.

      "ALL  RISK" means losses are covered with respect to all perils  unless  a
      peril is specifically excluded under the policy.

      [*]

      "APPROVED BUDGET" has the meaning set forth in Schedule 8.2.

      [*]

      "BASE COST OF FUEL" has the meaning set forth in Schedule 8.4.2.

      [*]

      "BASELINE    ALLOCATION   AMOUNT"   has   the   meaning   set   forth   in
      Schedule 8.3(c)(i).

      "BASELINE BUDGET" has the meaning set forth in Schedule 8.11(a).

      "BASE MANAGEMENT FEE" has the meaning set forth in Schedule 6.2(a).

      "BOOKS AND RECORDS" has the meaning set forth in Schedule 12.5(a).

      "C&S" is a Vermont  corporation  with  its  principal offices located at 7
      Corporate Drive in Keene, New Hampshire 03431.

      "C&S EVENT OF DEFAULT" has the meaning set forth in Schedule 11.2.

      "CAPITAL  EXPENDITURE"  means  an  expense  related   to  the  acquisition
      (including  any rent or lease payments), replacement, repair,  maintenance
      or improvement  of  any  Fixed  Asset,  Facility  or  real  estate used in
      connection with the performance of the Services.

      "CAPITAL  EXPENDITURES  BUDGET" means that portion of any Approved  Budget
      that reflects the Capital Expenditures and which comports with the form of
      Exhibit 1.4(e).

      [*]

      [*]

      "CENTER-STORE  PRODUCTS"  means  grocery,  spices,  candy,  dairy,  frozen
      (mainline), frozen meat, packaged  meat,  frozen  and  processed meat, ice
      cream, ice, and HBC/GM, and supplies.


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       68

<PAGE>

      "CENTER-STORE PRODUCTS VOLUME" means any A&P Volume comprised  of  Center-
      Store Products.

      "CONFIDENTIAL INFORMATION" has the meaning set forth in Schedule 12.23.

      "CONSULTANT" has the meaning set forth in Schedule 1.3.

      "CONTRACT  QUARTER"  means  C&S's four (4) fiscal quarters, which together
      comprise C&S's fiscal year.

      "CONTRACT WEEK" means any period  of  seven (7)  consecutive calendar days
      commencing on a Sunday and concluding on a Saturday  during  any  Contract
      Year.

      "CONTRACT YEAR" means C&S's fiscal year which is a 52-week period (or  53-
      week  period  every five to six years) that runs through the last Saturday
      in September.   Each  Contract  Year  is  comprised  of  four (4) Contract
      Quarters.   A  schedule  of  Contract Years for the Term is set  forth  on
      Exhibit 1.5.  The "Ramp-Up Period" shall be treated as a "stub period" and
      all  amounts  calculated  on  a Contract  Year  basis  shall  be  prorated
      accordingly for the Ramp-Up Period.

      "COST RATE" has the meaning set forth in Schedule 8.11(a).

      "COSTS" has the meaning set forth in Schedule 8.3(a).

      "COST SAVINGS GAINSHARE INCENTIVE  FEE"  has  the  meaning  set  forth  in
      Schedule 6.3(b).

      [*]

      "CPI" has the meaning set forth in Schedule 6.4.

      "CURRENCY" has the meaning set forth in Schedule 12.9.

      "DAILY  PEAKING" means that the volume of product units within any product
      category  in the Product Mix which C&S actually receives or ships in a day
      varies by more  than [*] from the average number of product units received
      or shipped, as the  case  may  be, in a Fiscal Accounting Period (based on
      the  total number of product units  received  or  shipped  in  the  period
      divided by the number of business days within that period).

      "DEDICATED FACILITY(IES)" has the meaning set forth in Schedule 3.1(a).

      "DEPARTMENT" has the meaning set forth in Schedule 7.12(b).

      [*]

------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act of 1934, as amended.


                                       69

<PAGE>

      "DIRECT    OVERHEAD    COSTS"    has    the    meaning    set   forth   in
      Schedule 8.3(a)(viii).

      "DSD" means direct store delivery.

      "EFFECTIVE DATE" has the meaning set forth in Schedule 11.1.

      "EFFECTIVE   DATE   OF   TERMINATION"   has   the  meaning  set  forth  in
      Schedule 11.7.

      "EMERGENCY EXPENDITURE" has the meaning set forth in Schedule 8.4.3.

      "ESTIMATED  WEEKLY  PAYMENT  AMOUNT"  has  the  meaning   set   forth   in
      Schedule 9.1(a).

      "EXCESS COSTS" has the meaning set forth on Schedule 8.3(d).

      "FACILITIES" has the meaning set forth in Schedule 3.1.

      "FACILITY DECISION" has the meaning set forth in Schedule 3.5.

      "FACILITY DECISION COSTS" has the meaning set forth in Schedule 3.5.

      "FIRST  CONTRACT  YEAR"  means  the contract year commencing September 28,
      2008 and ending September 26, 2009.

      "FISCAL ACCOUNTING PERIOD" means  periods  of  four  consecutive  Contract
      Weeks  beginning  on the Effective Date.  In a 53-week Contract Year,  one
      Fiscal Accounting Period  will  be comprised five (5) consecutive Contract
      Weeks.  Thirteen (13) Fiscal Accounting  Periods  comprise  each  Contract
      Year.

      "FIXED ABSOLUTE DOLLARS" has the meaning set forth in Schedule 8.11(a).

      "FIXED  ASSETS"  means  the  fixed  assets  or  items of plant, machinery,
      equipment and leasehold improvements, together with  any  additional items
      of plant, machinery, equipment and leasehold improvements acquired  by C&S
      in  accordance  with  the  terms  of  this  Agreement  and relating to the
      provision of Services.

      "FLEX BUDGET" has the meaning set forth in Schedule 8.4.1.

      "FLEX" or "FLEXING" shall mean the process of adjusting an Approved Budget
      in  accordance  with  the  terms and conditions set forth in  Schedule 8.4
      hereto.

      "FLORAL PRODUCTS" means non-food plants and flowers.

      "FORCE MAJEURE" has the meaning set forth in Schedule 10.5(a).

      "FRESH DISCOUNTS" has the meaning set forth in Schedule 7.11(c).



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<PAGE>

      "FRESH PRODUCTS" shall include,  but  not  be  limited  to, produce, fresh
      meat,  fresh  deli,  dry  bakery,  frozen  bakery, non-warehouse-delivered
      candy, fresh seafood, and frozen commodities  (e.g.,  turkey,  shrimp  and
      crab), and shall exclude Floral Products and any Center-Store Products.

      "FRESH PRODUCTS VOLUME" means any A&P Volume comprised of Fresh Products.

      "GAAP" has the meaning set forth in Schedule 6.3(a).

      "GAINSHARE" has the meaning set forth in Schedule 8.11(a).

      "GHI" means Grocery Haulers Inc., a Delaware corporation.

      [*]

      [*]

      "INCENTIVE COMPENSATION FEES" has the meaning set forth in Schedule 6.3.

      "INCREMENTAL VOLUME FEE" has the meaning set forth in Schedule 6.3(a).

      "INCREMENTAL   VOLUME   FEE   TRIGGER"   has  the  meaning  set  forth  in
      Schedule 6.3(a).

      "INITIAL  APPROVED  BUDGET"  has the meaning  set  forth  of  Schedule 8.2
      "Interim Budget" has the meaning set forth in Schedule 1.4.

      "INTERIM PERIOD" has the meaning set forth in Schedule 7.14(e).

      "LAWS" has the meaning set forth in Schedule 12.22(b)(i).

      "LEASE" means the leases for the Facilities set forth on Exhibit 3.4.

      "LEFTOVER AD VOLUME" has the meaning set forth in Schedule 7.13.

      [*]

      "LOSSES" has the meaning set forth in Schedule 10.1(a).

      "MANUFACTURER OUT-OF-STOCK" has the meaning set forth in Schedule 7.12(b).

      "MASTER AGREEMENT" is the Supply  Agreement  by  and  between  A&P and C&S
      dated October 27, 2003.

      "MEASUREMENT PERIOD" has the meaning set forth in Schedule 7.12(a).


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


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<PAGE>

      "MERCHANDISE" has the meaning set forth in Schedule 7.1.

      "MINOR  SERVICE  LEVEL  VIOLATION"   has   the   meaning   set   forth  in
      Schedule 7.12(d).

      "MONTHLY P&L" has the meaning set forth in Schedule 8.5.1.

      "NEGOTIATED INBOUND RATES" has the meaning set forth in Schedule 4.2.

      "NEW JERSEY FACILITIES" has the meaning set forth in Schedule 4.1.

      "NON-C&S  MANAGED  OUTBOUND  TRANSPORTATION" has the meaning set forth  in
      Schedule 8.11(b).

      "OCCUPANCY COSTS" has the meaning set forth on Schedule 8.3(a)(i).

      "OCEAN AGREEMENT" means the Supply  Agreement  by  and between A&P and C&S
      dated June 27, 2005.

      "OTHER SERVICES" has the meaning set forth in Schedule 5.1.

      "OTHER SERVICES FEE" has the meaning set forth in Schedule 6.1.

      "PATHMARK" means Pathmark Supermarkets, Inc., a Delaware corporation and a
      wholly-owned subsidiary of A&P.

      "PATHMARK AGREEMENT" is the First Amended and Restated Supply Agreement by
      and between Pathmark and C&S dated January 29, 1998.

      "PARTIES" means C&S together with A&P.

      "PERFORMANCE MEASURES" has the meaning set forth in Schedule 2.1.

      "PERFORMING PARTY" has the meaning set forth in Schedule 2.7.

      "PERMITTED INDIVIDUALS" has the meaning set forth in Schedule 7.14(d).

      "PERMITTED USE" has the meaning set forth in Schedule 7.14(d).

      "PERSON" is to be interpreted broadly and includes an  individual or group
      of  individuals,  an  entity  or  group  of  entities,  a  corporation,  a
      partnership, a trust, an unincorporated organization, the government  of a
      country  or any political subdivision thereof, or any agency or department
      of any such  government,  and the executors, administrators or other legal
      representatives of an individual in such capacity.

      "PRIOR  AGREEMENTS"  means Master  Agreement,  Ocean  Agreement,  Pathmark
      Agreement and all amendments thereto.



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<PAGE>

      "PROCUREMENT SERVICES"  shall  be  those  services described in Schedule 7
      related to the procurement of Merchandise.

      "PRODUCT MIX" means the mix of categories of  Merchandise  handled  by C&S
      calculated  on a unit basis with the categories being as more particularly
      described in the variance analysis included in the Service Specifications,
      as they may be amended from time to time in new Service Specifications.

      "PUNITIVE SERVICE LEVEL" has the meaning set forth in Schedule 7.12(a).

      "PUNITIVE  SERVICE   LEVEL   BREACH"   has   the   meaning  set  forth  in
      Schedule 7.12(d).

      "PURCHASE  SERVICES"  shall  mean those services described  in  Schedule 7
      related to the purchase of Merchandise.

      "PURCHASE TERMS" has the meaning set forth in Schedule 7.5.

      "PURCHASING SERVICE LEVEL" has the meaning set forth in Schedule 7.12(b).

      "PURCHASING SERVICE LEVEL RECONCILIATION REPORT" has the meaning set forth
      in Schedule 7.12(c).

      "RAMP-UP PERIOD" has the meaning set forth in Schedule 1.4.

      "REAL ESTATE OBLIGATIONS" means  any  lease  or  sublease  to  occupy  any
      Facility  in  connection with the performance of Services hereunder as set
      forth on Exhibit 3.4.

      [*]

      "RECLAMATION SERVICES" has the meaning set forth in Schedule 5.4.

      "RECYCLABLE MATERIAL" has the meaning set forth in Schedule 2.9.

      "RECYCLABLE MATERIAL  PROCESSING  SERVICES"  has  the meaning set forth in
      Schedule 2.9.

      "REQUIRED  PURCHASING  SERVICE  LEVEL"  has  the  meaning   set  forth  in
      Schedule 7.12(a).

      "RESTRICTED INFORMATION" has the meaning set forth in Schedule 7.14(d).

      [*]

      "SERVICE LEVEL SHORTFALL" has the meaning set forth on Schedule 7.12(e).

      "SERVICE  SPECIFICATIONS" shall mean the standard operating procedures  to
      be followed  by  the  Parties  in  connection  with the performance of the
      Services, the Other Services, and in


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


                                       73

<PAGE>

      connection with their respective obligations under  this Agreement, as may
      be amended from time to time.

      "SERVICES"  means Warehousing Services, the Transportation  Services,  the
      Procurement Services, Purchasing Services and Additional Services.

      "SERVICES FEES" has the meaning set forth in Schedule 6.1.

      "SERVICES STANDARDS" has the meaning set forth in Schedule 2.1.

      "SHARED FACILITY(IES)" has the meaning set forth in Schedule 3.1(b).

      "SHARED SAVINGS" has the meaning set forth in Schedule 8.11(d).

      "SYSTEMS" has the meaning set forth in Schedule 8.3(a)(xii).

      "TARGETED  PURCHASING   SERVICE  LEVEL"  has  the  meaning  set  forth  in
      Schedule 7.12(a).

      "TERM" has the meaning set forth in Schedule 11.1.

      "TOTAL  TRANSPORTATION  COSTS"   shall  mean  those  Costs  set  forth  on
      Exhibit 1.4(c).

      "TOTAL  WAREHOUSING  COSTS"  shall  mean   those   Costs   set   forth  on
      Exhibit 1.4(b).

      [*]

      "TRANSPORTATION SERVICES" has the meaning set forth in Schedule 4.1.

      [*]

      "WAREHOUSING SERVICES" has the meaning set forth in Schedule 2.1.

      "WEEKLY ACTUAL AMOUNT" has the meaning set forth in Schedule 9.1(a).

      "WEEKLY ESTIMATE" has the meaning set forth in Schedule 9.1(a).

      "WEEKLY STATEMENT" has the meaning set forth in Schedule 9.1(a).

      "WEEKLY ACTUAL AMOUNT" has the meaning set forth in Schedule 9.1(a).


------------------------------
       * Material omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 24b-2 of
the Securities Exchange Act 1934, as amended.


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