**ASSET
      PURCHASE AGREEMENT***








**BETWEEN**








**THE
      GREAT ATLANTIC & PACIFIC TEA COMPANY, INC**


**(together
      with its subsidiaries)**





**and**





**OCEAN
      LOGISTICS LLC**





**and**





**for
      the limited purposes set forth herein and as of guarantor**





**C
      & S WHOLESALE GROCERS, INC.**











**Dated
      as of June 27, 2005**
























*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.













**ARTICLE
                I CONVEYANCE OF THE ACQUIRED ASSETS**
            2Section
                1.1  Acquired Assets
            2**ARTICLE
                II PURCHASE PRICE**
            4Section
                2.1  Purchase Price; Payment
            4**ARTICLE
                III LIABILITIES**
            4Section
                3.1  Excluded Liabilities
            4Section
                3.2  Assumed Liabilities
            5Section
                3.3  Sale of Assets Under Section 4204 of ERISA
            5Section
                3.4  Baltimore Drivers
            8**ARTICLE
                IV REPRESENTATIONS AND WARRANTIES**
            8Section
                4.1  Representations and Warranties of Seller
            8Section
                4.2  Representations and Warranties of Purchaser
            14**ARTICLE
                V EMPLOYEE MATTERS**
            16Section
                5.1  Responsibility for Employees
            16Section
                5.2  Offers of Employment
            17Section
                5.3  Freshtown and Edison
            17**ARTICLE
                VI CONDITIONS TO CLOSING**
            17Section
                6.1  Conditions to Obligations of Purchaser
            17Section
                6.2  Conditions to Obligations of Seller
            19**ARTICLE
                VII CLOSING**
            20Section
                7.1  The Closing
            20Section
                7.2  Seller's Obligations
            20Section
                7.3  Purchaser's Obligations
            22**ARTICLE
                VIII CERTAIN ADDITIONAL COVENANTS**
            23Section
                8.1  Further Assurances
            23Section
                8.2  Reasonable Access
            23Section
                8.3  Inventory
            24Section
                8.4  Non-Acquired Facilities Inventory
            24Section
                8.5  Inventory Repurchase
            25Section
                8.6 Inventory Actual Cost Payment
            26Section
                8.7  Injunctions/Orders
            26Section
                8.8  Conveyance Taxes
            26Section
                8.9  Apportionments and Prepaid Expenses
            26Section
                8.10  Allocation of Purchase Price
            28Section
                8.11  Obtaining Permits
            28Section
                8.12  Waivers
            28Section
                8.13  Non-Disturbance Agreements
            28Section
                8.14  Insurance
            29Section
                8.15  Transition Fee
            29Section
                8.16  Fair Market Price
            30Section
                8.17  IT Services
            30Section
                8.18  Exhibits
            31Section
                8.19  Repairs
            31














**ARTICLE
                IX INDEMNIFICATION**
            31Section
                9.1  Survival
            31Section
                9.2  Indemnification Provisions for Benefit of
                Purchaser
            31Section
                9.3  Indemnification Provisions for Benefit of
                Seller
            33Section
                9.4  Procedures Relating to Indemnification
            34Section
                9.5  Time Limitations
            35Section
                9.6.   General Indemnification Provisions
            35**ARTICLE
                X TERMINATION**
            36Section
                10.1  Termination
            36Section
                10.2  Effect of Termination
            37**ARTICLE
                XI OPERATIONS PENDING CLOSING**
            38Section
                11.1  Pending Operations
            38**ARTICLE
                XII DEFINITIONS**
            39Section
                12.1  Certain Defined Terms
            39**ARTICLE
                XIII MISCELLANEOUS**
            46Section
                13.1  Entire Agreement
            46Section
                13.2  Expenses
            46Section
                13.3  No Recording of Agreement
            46Section
                13.4  No Brokers
            46Section
                13.5  Amendments
            47Section
                13.6  Notices
            47Section
                13.7  Binding Effect; C&S Guaranty
            48Section
                13.8  Counterparts; Facsimile Signature
            49Section
                13.9  No Third-Party Beneficiaries
            49Section
                13.10  Severability
            49Section
                13.11 Headings
            49Section
                13.12  Bulk Sales Indemnity
            49Section
                13.13  Public Announcement
            50Section
                13.14 Governing Law
            50Section
                13.15  Dispute Resolution
            50














**EXHIBITS**
 
 
 Exhibit
                    A
                List
                    of Equipment Assets [CONFIDENTIAL]Exhibit
                    A-1
                Equipment
                    Assets and Value [CONFIDENTIAL]Exhibit
                    A-2
                Tractors
                    and Trailers [CONFIDENTIAL]Exhibits
                    B-1 and B-2
                Assumed
                    Contracts with corresponding amount of fixed Assumed Liabilities
                    [CONFIDENTIAL]Exhibit
                    B-3
                Material
                    Assumed Contracts [CONFIDENTIAL]Exhibit
                    C
                Legal
                    Description of the Dunmore Owned FacilityExhibit
                    C-1, C-2 and C-3
                Legal
                    Descriptions of the Leased FacilitiesExhibit
                    C-4
                Legal
                    Description of the New Orleans Owned FacilityExhibit
                    C-5
                Legal
                    Description of the Baltimore Owned FacilityExhibit
                    D
                Form
                    of AssignmentExhibit
                    E
                New
                    Orleans SubleaseExhibit
                    F
                Leased
                    EquipmentExhibit
                    G-1, G-2 and G-3
                Special
                    Warranty Deeds for the Dunmore Owned, New Orleans and Baltimore
                    Owned
                    FacilitiesExhibit
                    H
                Permits
                    and LicensesExhibit
                    I
                Supply
                    Agreement [FILED SEPARATELY]Exhibit
                    J
                Lease
                    Documents
 
 
  *Material
          omitted and filed separately with the Securities and Exchange Commission
          pursuant to a request for confidential treatment under Rule
          24-b2.
  
  **SCHEDULES**
 
 Schedule
                    1.1
                Excluded
                    AssetsSchedule
                    4.1(e)(vi)
                Written
                    Notice of Non-ComplianceSchedule
                    4.1(e)(vii)
                Written
                    Notice of RepairsSchedule
                    4.1(h)
                Necessary
                    RepairsSchedule
                    4.1(j)
                LitigationSchedule
                    4.1(l)
                Consents,
                    Approvals, etc. [CONFIDENTIAL]Schedule
                    4.1(n)
                Violations
                    [CONFIDENTIAL]Schedule
                    4.1(o)
                Environmental
                    Issues [CONFIDENTIAL]Schedule
                    4.1(p)(i)(A)
                Affected
                    Employees (with department, hiring date and salary)
                    [CONFIDENTIAL]Schedule
                    4.1(p)(i)(B)
                Employment
                    agreements, severance agreements and severance plans with respect
                    to
                    Affected EmployeesSchedule
                    4.1(p)(ii)
                Multiemployer
                    Pension Plan List [CONFIDENTIAL]Schedule
                    4.1(p)(iii)
                Contributions
                    made to each Multiemployer Pension Plan for the most recent 5
                    plan
                    yearsSchedule
                    5.1
                Affected
                    Employee Accrued Liabilities [CONFIDENTIAL]Schedule
                    8.3
                Inventory
                    Procedure [CONFIDENTIAL]Schedule
                    8.8
                Conveyance
                    TaxesSchedule
                    8.17
                IT
                    ServicesSchedule
                    12.1(g)
                Assumed
                    Collective Bargaining Agreements
 
  *Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule 24-b2.








**ASSET
      PURCHASE AGREEMENT***








THIS
      ASSET PURCHASE AGREE­MENT, dated as of June 27, 2005 (this
      "Agreement"), is made by and between The Great Atlantic & Pacific Tea
      Company, Inc., a Maryland corporation ("A&P"), together with any of
      its subsidiaries holding title or interest in the Acquired Assets (as defined
      below) or otherwise necessary in order to effectuate the transactions
      contemplated herein (collectively, “Seller”), and Ocean Logistics LLC, a
      Delaware limited liability company (“Purchaser" and, together with
      Seller, the "Parties” and each individually a “Party”), and
      C&S Whole­sale Grocers, Inc. (“C&S”), a Vermont corporation,
      for the limited purposes as stated in this Agreement, and for all purposes
      as
      guarantor of Purchaser.





WITNESSETH





WHEREAS,
      Seller has decided to exit the distribution business in the United
      States;





WHEREAS,
      Purchaser desires to pur­chase certain of Seller’s distribution assets and
      take over the distribution of merchandise to many of Seller’s grocery
      stores;





WHEREAS,
      at or prior to the applicable Closing herewith, the Parties and C&S will
      enter into various agreements contemplated herein including but not limited
      to
      the following agreements (the "Related Agreements"): (i) a supply
      agreement, whereby C&S will supply Seller with all of its require­ments
      of groceries, perishables, frozen food and other merchandise in the product
      categories carried by C&S (the "Supply Agreement"), all as set forth
      on Exhibit I; (ii) an assignment of lease in the form of Exhibit Dfor the facility located in Islip, New York, which is leased
      by Seller, as
      more fully described on Exhibit C-1 attached hereto (the "Islip Leased
      Facility"); (iii) an assignment of lease in the form of Exhibit D for
      the facility located in Baltimore, Maryland, which is leased by Seller, as
      more
      fully described on Exhibit C-2 attached hereto (the "Baltimore Leased
      Facility"); (iv) a sublease in the form of Exhibit E for the facility
      located in New Orleans, Louisiana, which is leased by Seller, as more fully
      described on Exhibit C-3 attached hereto (the "New Orleans Leased
      Facility"); (vi) a special warranty deed in the form of Exhibit G-1
      for the facility at Dunmore, Pennsylvania, which is owned by Seller, as more
      fully described on Exhibit C, attached hereto (the “Dunmore Owned
      Facility”); (vii) a special warranty deed in the form of Exhibit G-2
      for the facility at New Orleans, Louisiana, which is owned by Seller, as more
      fully described on Exhibit C-4, attached hereto (the "New Orleans
      Owned Facility") and (viii) a special warranty deed in the form of
Exhibit G-3 for the facility at Baltimore, Maryland, which is owned by
      Seller, as more fully described on Exhibit C-5, attached hereto (the
      "Baltimore Owned Facility"), all as more fully set forth in Section 1.1
      below.




*Material
          omitted and filed separately with the Securities and Exchange Commission
          pursuant to a request for confidential treatment under Rule 24-b2.


1


Islip
      Leased Facility, Baltimore Leased Facility, New Orleans Leased Facility, Dunmore
      Owned Facility, New Orleans Owned Facility and Baltimore Owned Facility are
      collectively referred to herein as the "Acquired
      Facilities."





NOW,
      THEREFORE, in consideration of the promis­es, warranties, and covenants
      contained in this Agree­ment, and intending to be legally bound hereby, the
      Parties agree as follows:





**ARTICLE
      I**


**CONVEYANCE
      OF THE ACQUIRED ASSETS**





Section
      1.1  Acquired Assets.  Upon the terms and subject to
      the conditions of this Agreement, at the applicable Closing (as set forth in
      Article VII), Seller shall sell, transfer, assign, convey, and deliver to
      Purchas­er or its designee, and Purchaser or its designee shall purchase,
      accept, and acquire from Seller, free and clear of any and all Liens, all of
      the
      right, title and interest of Seller, as applicable, in and to the following
      assets (collectively, and including the Acquired Facilities, the "Acquired
      Assets"), except for the assets listed on Schedule 1.1 hereto (the
      "Excluded Assets"):





(a)  Readily
      Saleable Merchandise existing at the Acquired Facilities on the applicable
      Closing Date after Seller has reduced the inventory level to a level as low
      as
      reasonably practicable while maintaining adequate service levels (collectively,
      the "Transferred Inventory”);





(b)  All
      of Seller's rights and benefits under the Assumed Contracts and the Assumed
      Collective Bargaining Agreements;





(c)  (i)
      All owned machinery, equipment (including, without limitation, all computers
      located in or at the Acquired Facil­i­ties but not licensed computer
      software that is non-transferable), computer software, computer hardware, office
      materi­als, tools, pallets, spare parts, rolling stock, supplies and all
      other tangible personal property located in and at the Acquired Facili­ties
      or otherwise listed on the attached Exhibit A, and the lease­hold
      im­prove­ments cur­rently in, on, or attached to the Acquired
      Facili­ties in­clud­ing, with­out limi­ta­tion, the
      racks at or attached to each of the Acquired Facili­ties, and all warranties
      related to the assets, and (ii) any transportation equipment (tractors, trailers
      or yard horses) or Material Handling Equipment selected by Purchaser in its
      sole
      discretion, in or at the Edison Facility or the Freshtown Facility, specifically
      set forth on Exhibit A (collec­tive­ly, the "Equipment
      Assets").  The Equipment Assets shall also include the leased
      tractors and trailers set forth on Exhibit A-2 which Seller will
      purchase.  Purchaser shall pay the fair market value for such tractors
      and trailers as agreed to by the Parties.  If the Parties cannot
      agree on a price for the tractors and trailers listed on Exhibit
      A-




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


2


2,
      the Parties shall appoint a transportation expert to assign a fair market
      value.****A list of the Equipment Assets is attached hereto
      as Exhibit A;





(d)  All
      of Seller's right, title and interest in and to the Dunmore Owned Facility:
      (i)
      more particularly described in Exhibit C hereto located in Dunmore,
      Pennsylvania, including all structures and improvements thereon, all easements,
      rights-of-way, privileges, zoning and development rights and other rights and
      benefits, if any, which are appurtenant to such real property, and all right,
      title and interest of Seller in and to any gaps, strips or gores adjoining
      or
      adjacent to such real property and in and to any land lying in the bed of any
      street, road or avenue, open or proposed, in front of or adjoining such real
      property;





(e)   All
      of Seller's right, title and interest in and to the New Orleans Owned Facility
      more particularly described in Exhibit C-4 hereto located in New Orleans,
      Louisiana, including all structures and improvements thereon, all easements,
      rights-of-way, privileges, zoning and development rights and other rights and
      benefits, if any, which are appurtenant to such real property, and all right,
      title and interest of Seller in and to any gaps, strips or gores adjoining
      or
      adjacent to such real property and in and to any land lying in the bed of any
      street, road or avenue, open or proposed, in front of or adjoining such real
      property;





(f)  All
      of Seller's right, title and interest in and to the Baltimore Owned Facility
      more particularly described in Exhibit C-5 hereto located in Baltimore,
      Maryland, including all structures and improvements thereon, all easements,
      rights-of-way, privileges, zoning and development rights and other rights and
      benefits, if any, which are appurtenant to such real property, and all right,
      title and interest of Seller in and to any gaps, strips or gores adjoining
      or
      adjacent to such real property and in and to any land lying in the bed of any
      street, road or avenue, open or proposed, in front of or adjoining such real
      property;





(g)  All
      Seller's right, title and interest as tenant in and to the Islip Facility Lease
      pursuant to an assignment and assumption in the form attached hereto as
Exhibit D (the "Islip Facility Lease Assignment");
      and





(h)  All
      Seller's right, title and interest as tenant in and to the Baltimore Facility
      Lease pursuant to an assignment and assumption in the form attached hereto
      as
Exhibit D (the "Baltimore Facility Lease
      Assignment").





(i)  Sublease.  Upon
      the terms and subject to the conditions of this Agreement, at the applicable
      Closing (as set forth in Section VII), Seller shall execute and deliver to
      Purchaser or its designee, and Purchaser or its designee shall execute and
      deliver to Seller, the following sublease (the "New Orleans Sublease")
      for a term through December 30, 2007, with




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


3


one
      (1)
      five (5) year option: a sublease of the New Orleans Leased Facility in the
      form
      attached hereto as Exhibit E.





**ARTICLE
      II**


**PURCHASE
      PRICE**





Section
      2.1  Purchase Price; Payment.





The
      aggregate purchase price for the Acquired Assets (the "Purchase Price")
      shall be the amount of:





(a)
      The
      aggregate amount of Seller's Actual Cost for the Transferred Inventory as of
      the
      Procurement Conversion Dates and the Non-Acquired Facilities Inventory (as
      defined herein) as calculated in accordance with Sections 8.3 and 8.4;
      plus





(b)
      the
      amounts set forth on Exhibit A-1 with respect to the Equipment Assets
      being transferred at the applicable Closing.  The purchase price for
      the Equipment Assets will be depreciated through the applicable Procurement
      Conversion Dates; plus





(c)
      [*]
      of the Fair
      Market Price of the Dunmore Owned Facility and the New Orleans Owned Facility,
      and [*]
      of the Fair Market Price of the Baltimore Owned Facility as more fully described
      in Section 8.16.








**ARTICLE
      III**


**LIABILITIES**





Section
      3.1  Excluded Liabilities.  Purchaser will not assume
      any liabilities or obligations arising out of or in connection with or otherwise
      related to the Acquired Assets existing on the date of the applicable Closing
      or
      date of transfer of title in the case of a Delayed Closing (as defined herein),
      or arising after such Closing on such Acquired Asset or date of transfer of
      title in the case of a Delayed Closing in connection with or as a result of
      the
      owner­ship of any Acquired Assets by Seller prior to the applicable Closing
      or Delayed Closing, as applicable (whether absolute, accrued, contin­gent,
      known or unknown or other­wise, and whether filed or asserted prior to or
      after the applicable Closing Date or Delayed Closing, as applicable) (the
      "Ex­cluded Liabili­ties"), includ­ing, without limitation,
      any liabilities or obliga­tions with respect to employee matters, any
      Workers’ Compensation, disability benefit and medical benefit claims (including
      loss development and costs associated with claims incurred prior to the
      applicable Closing), products liabili­ty, environ­mental matters,
      litigation with respect to the Acquired Assets, vendor paybacks, or any other
      liabilities, includ­ing, without limitation, any




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


4


liability
      attributable to or incurred by Seller arising from, or relating to, any
      collective bargaining agreement, bonus, incentive, de­ferred
      compen­sation, insurance, severance, termination, retention, change of
      control, employment, stock option, stock appre­ciation, stock purchase,
      phantom stock or other equity-based, performance, vacation, accrued but unpaid
      benefits, retiree bene­fit plan, program, agreement or arrangement (except
      to the extent paid for by Seller under Section 5.1) (in­clud­ing,
      with­out limi­ta­tion, any "em­ploy­ee bene­fit plan" as
      de­fined in ERISA Section 3(3), spon­sored, main­tained, contributed
      to or required to be contributed to by Seller or any trade or business which
      together with Seller would be deemed a "single employ­er" within the meaning
      of Section 4001 of ERISA (each, an "ERISA Affili­ate"), for the
      benefit of any current or former employee of Seller or any of their
      Affiliates.)  The Excluded Liabilities shall also include any
      liabilities or obligations of Seller pursuant to the New Orleans Facility Lease,
      except as expressly set forth in the New Orleans Sublease and any liabilities
      arising pursuant to contracts that are not Assumed Contracts or that are Assumed
      Contracts that Seller cannot assign to Purchaser.  The Excluded
      Liabilities shall remain the liability of Seller.  If any liability is
      asserted with respect to any employee matter relating to acts or omissions
      occurring both before and after the date of the applicable Closing, the Seller
      and Purchaser agree to meet in good faith to apportion such liability between
      themselves based on the particular Party’s responsibility for the alleged acts
      or omissions.





Section
      3.2  Assumed Liabilities.  Subject to the assignment
      of the Assumed Contracts, the Assumed Collective Bargaining Agreements and
      the
      execution of the Islip Facility Lease Assignment and the Baltimore Facility
      Lease Assignment, and the New Orleans Sublease, effective at the applicable
      Closing on any Acquired Asset or the Delayed Closing, as applicable, Purchaser
      will assume all of Seller's obligations arising on or after the applicable
      Closing Date or the Delayed Closing, as applicable, under the Assumed Contracts
      listed on Exhibit B-1 and the Assumed Collective Bargaining Agreements (subject
      to Seller's obligation to pay accrued vacation and any and all other accrued
      paid time off, pursuant to Section 5.1) (the "Assumed
      Liabilities").  Purchaser shall also be liable for any and all
      obligations pursuant to the Islip Facility Lease, the Baltimore Facility Lease,
      the New Orleans Owned Facility, the Baltimore Owned Facility and the Dunmore
      Owned Facility arising on or after the applicable Closing Date (except as set
      forth herein) or for any obligations Purchaser undertakes pursuant to the New
      Orleans Sublease and all such obligations shall be a part of the Assumed
      Liabilities.





Section
      3.3  Sale of Assets Under Section 4204 of ERISA.





(a)
General.  With
      respect to the Acquired Facilities except the Baltimore Leased Facility and
      the
      Baltimore Owned Facility, Seller employs employees who are members of collective
      bargaining units represented by certain unions and participating in those
      Multiemployer Pension Plans (the "Multiemployer Pension Plans")
      identified on Schedule 4.1(p)(ii) and, with respect to the members of such
      collective bargaining units, has an obligation




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


5


to
      contribute to the Multiemployer Pension Plans.  Seller and Purchaser
      intend by the provisions that follow to comply with and utilize the sale of
      assets rule of section 4204 of the Employee Retirement Income Security Act
      of
      1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980
      ("ERISA").





(b)  Nature
      of
      Transaction.  The sale reflected in this Agreement is a bona fide,
      arm's length sale of assets.  Purchaser is unrelated to Seller within
      the meaning of section 4204 of ERISA.





(c)
Contribution
      Base
      Units.  From and after the applicable Closing Date, Purchaser
      agrees that it shall have an obligation to contribute to the Multiemployer
      Pension Plans with respect to the Acquired Facilities excluding the Baltimore
      Leased Facility and the Baltimore Owned Facility for substantially the same
      number of contribution base units as Seller had immediately prior to the
      sale.  Purchaser agrees that the determination of the number of
      contribution base units and the duration of the obligation to maintain such
      contribution base units necessary to satisfy section 4204 shall be made in
      accordance with section 4204 of ERISA and such rules as the respective
      Multiemployer Pension Plans may have adopted, or may adopt, except to the extent
      that Purchaser defeats the application of such rules by waiver or
      challenge.





(d)  During
      the period
      commencing on the first day of the first plan year beginning after the
      applicable Closing Date and ending on the expiration of the fifth such plan
      year
      (the "Contribution Peri­od"), Purchaser shall provide to each
      Multiemployer Pension Plan either a bond, let­ter of credit or an escrow in
      an amount and manner meeting the requirements of section 4204 of
      ERISA.  Notwithstanding anything contained in this Section 3.3(d) to
      the contrary, Purchaser shall not be obligated to provide any bond, letter
      of
      credit or escrow required here­in in the event and to the extent Purchaser
      obtains from the Pension Benefit Guaranty Cor­pora­tion (the
      "PBGC") or the respective Multiemployer Pension Plan a proper variance or
      exemption under section 4204(c) of ERISA and the applicable regula­tions
      thereun­der, provided any and all requirements of such variance or exemption
      are met.  Seller agrees to coop­er­ate with Purchaser in
      connection with any ap­plica­tion for such a vari­ance or exemption
      made by Purchaser to the PBGC and/or to the Multiemployer Pension
      Plans.  The cost of any bond, letter of credit or escrow provided
      under this Section 3.3(d) shall be paid by Seller.





(e)  From
      and after the first day of employment as provided in Section 5.2 hereof, until
      final determination, Seller authorizes Purchaser to initiate arbi­tration,
      litigation or to do any other act which Purchaser deems, in its discretion,
      appro­priate in order to reduce or eliminate any withdrawal liability or any
      escrow or bonding requirement imposed by any of the Multiemployer Pension Plans
      which Purchaser is required to satisfy under the terms of this Section
      3.3.  Seller agrees to reasonably assist Purchaser, at the sole cost
      and expense of Purchaser, in any proceedings commenced in accor­dance with
      this Sec­tion 3.3(e).




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


6








(f)
Attribution
      of Contribution
      History to Purchaser.  Purchaser acknowledges that any withdrawal
      liability of Purchaser to the Multiemployer Pension Plan shall be determined
      as
      if Purchaser had been required to contribute to the Multiemployer Pension Plan
      in the year in which the applicable Closing Date occurs and the four preceding
      plan years the amount that Seller was required to contribute with respect to
      the
      Acquired Facilities excluding the Baltimore Leased Facility and the Baltimore
      Owned Facility for such five plan years.





(g)  If
      Purchaser
      Withdraws Within Five Years.  If Purchaser withdraws from the
      Multiemployer Pension Plan in a complete withdrawal, or in a partial withdrawal
      with respect to the Acquired Facilities excluding the Baltimore Leased Facility
      or the Baltimore Owned Facility, during the first five plan years beginning
      with
      the first plan year beginning after the applicable Closing Date,
      then:





(i)  Purchaser
      agrees that
      Purchaser shall pay the Multiemployer Pension Plan any and all withdrawal
      liability on account of such withdrawal when due;





(ii)  if
      Purchaser fails or
      refuses to pay the Multiemployer Pension Plan any part of its withdrawal
      liability on account of such withdrawal when due, Seller shall have the right
      (but no obligation) to make such payment on behalf of Purchaser;
      and





(iii)  Seller
      agrees that,
      if Purchaser's withdrawal liability to the Multiemployer Pension Plan (if any)
      is not paid, then Seller shall be secondarily liable to the Multiemployer
      Pension Plan for any withdrawal liability that Seller would have had to the
      Multiemployer Pension Plan with respect to the Acquired Facilities except the
      Baltimore Leased Facility and the Baltimore Owned Facility but for section
      4204
      of ERISA.





(h)  If
      Seller is
      Liquidated Within Five Years.  If all or substantially all of
      Seller's assets are distributed, or if Seller is liquidated, during the first
      five plan years beginning with the first plan year beginning after the plan
      year
      in which the applicable Closing Date occurs, then:





(i)  Seller
      agrees to
      provide a bond or amount in escrow equal to the present value of the withdrawal
      liability that Seller would have had as a result of this sale of assets but
      for
      section 4204 of ERISA, unless Seller timely secures a waiver of such requirement
      by the Pension Benefit Guaranty Corporation,





(ii)  such
      bond or escrow
      shall be paid to the Multiemployer Pension Plan if Seller becomes secondarily
      liable to the Multiemployer Pension Plan as described in the preceding section
      and fails or refuses to pay its withdrawal liability, but




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


7





(iii)  such
      bond shall be
      cancelled or escrow returned to Seller if (1) Seller becomes secondarily liable
      to the Multiemployer Pension Plan as described in the preceding section and
      pays
      its secondary liability to the Multiemployer Pension Plan in full or (2) such
      five plan years have elapsed and Seller has not become secondarily liable to
      the
      Multiemployer Pension Plan as described in the preceding section.





(i)  Indemnification.  Purchaser
      agrees to indemnify Seller against any and all withdrawal liability, including
      interest, penalties and attorney's fees, that is assessed against Seller by
      reason of Purchaser's failure or refusal to comply with any provision of this
      Article, including but not limited to failure or refusal to comply with the
      requirements of section 4204 of ERISA set forth herein and withdrawal within
      five years coupled with failure or refusal to pay the withdrawal liability
      attendant thereto.  Seller agrees to indemnify Purchaser against any
      and all withdrawal liability, including interest, penalties and attorney's
      fees,
      by reason of Seller's failure or refusal to comply with any provision of this
      Article, or if, despite the provisions of this Section 3.3, a partial or total
      withdrawal is triggered by Seller's ceasing to contribute to a Multiemployer
      Pension Plan.





Section
      3.4  Baltimore
      Drivers.  If, at any time, any withdrawal liability is triggered
      with respect to the drivers in Baltimore, A&P shall pay [*]of
      any such
      withdrawal liability.  C&S shall use its commercially reasonable
      efforts to enter into a new agreement with Penske and cause Penske to utilize
      the present Penske drivers so that no withdrawal event is triggered as a result
      of the transfer of the Penske services from A&P to C&S.





**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES**





Section
      4.1  Representations and Warranties of
      Seller.  Seller represents and warrants to Purchaser as
      fol­lows (in each case as of the date of this Agreement and as of the
      applicable Closing (that such representations and warranties are true and
      correct in all material respects), unless otherwise stated herein):





(a)  Organization;
      Standing.   A&P is a corporation duly organized, validly
      existing, and in good standing under the laws of the State of
      Maryland.  A&P shall provide information and documentation with
      respect to the type of entity, state of formation and good standing of any
      other
      Seller as requested by Seller or required by the Title Company.





(b)  Authority;
      Binding Effect.  Seller has the requisite corporate power and
      corporate authority to execute and deliver this Agreement and the Related
      Agreements, and to perform its obligations hereunder and thereunder and to
      consummate the transactions




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


8


contemplated
      hereby and thereby.  The execution, delivery and performance of this
      Agreement and the Related Agreements, and the consummation of the transactions
      contemplated hereby and thereby, have been duly authorized by all necessary
      corpo­rate action on the part of Seller, and no other corporate action or
      proceeding on the part of Seller is required to authorize the execution,
      delivery or performance of, or consummation of the transactions contemplated
      by,
      this Agreement or the Related Agreements.  This Agreement and the
      Related Agreements have been duly executed and delivered by Seller, and are
      the
      valid and binding obligations of Seller, enforceable against Seller in
      accordance with their terms.





(c)  Equipment
      Leases.  None of the equipment leases which form a part of the
      As­sumed Con­tracts itemized on Exhibit B-1 and Exhibit
      B-2 annexed hereto are capi­tal­ized on the books of
      Seller.





(d)  Title
      to the Acquired Assets.  Seller has good title to the Transferred
      Inventory, Non-Acquired Facilities Inventory and Equipment Assets, free and
      clear of any and all Liens, except for UCCs that will be released prior to
      the
      applicable Closing.





(e)  Title
      to the Acquired Facilities.





(i)  (A)
      Seller has good, valid and insurable fee simple title to the Dunmore Owned
      Facility, the Baltimore Owned Facility and the New Orleans Owned Facility,
      free
      and clear of all Liens, and sub­ject only to Per­mit­ted
      Encum­branc­es; (B) Seller owns good and valid lease­hold
      inter­ests in the Leases free and clear of all Liens;





(ii)  Seller
      is not a party to, or obligated under any op­tion, right of first
      refus­al or other con­trac­tu­al right to sell, dispose of or
­lease any of the Ac­quired Facil­ities or any portion there­of
      or inter­est there­in to any person or entity other than
      Purchaser;





(iii)  except
      as may be provided in the docu­ments, instruments and other items referred
      to in the definition of Permitted Encumbrances, there is no con­tract or
      agreement to which Seller is a party, other than the As­sumed Con­tracts
      and the Leases, affecting any of the Ac­quired Facil­i­ties for
      which Purchaser will be responsi­ble or liable after the applicable Closing,
      or if Purchaser would be liable, which are not terminable on thirty (30) days
      notice without premium or penalty;





(iv)
      there are no leases or other occupancy agreements to which Seller or an
      Affiliate of Seller is a party, pursu­ant to which any per­sons or
      enti­ties other than Seller or an Affiliate of Seller has a pos­sessory
      interest in any of the Acquired Facili­ties;




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


9





(v)
      Seller has not received any written notice of any pend­ing, threatened or
      con­tem­plated condem­na­tion proceed­ing af­fecting any
      of the Acquired Facili­ties or any part there­of or of any sale or other
      dispo­si­tion of any of the Acquired Facili­ties or any part
      there­of in lieu of con­dem­nation;





(vi)  except
      as set forth on Schedule 4.1(e)(vi), to Seller's Knowledge, Seller has not
      re­ceived any writ­ten notic­es from any Gov­ern­mental
      Au­thori­ty stat­ing or alleg­ing that any Improve­ments
      have not been con­structed in compliance with law or are being operated in
      violation of applicable law;





(vii)
      except as set forth on Schedule 4.1(e)(vii), to Seller's Knowledge, no
      writ­ten notice has been re­ceived by Seller from any Govern­mental
      Authori­ty requiring or advising as to the need for any repair, alteration,
      restoration or improve­ment in connec­tion with each Ac­quired
      Facil­i­ty.





(viii)  as
      to the Islip Leased Facility, the Baltimore Leased Facility, and the New Orleans
      Leased Facility:





(1)  the
      Islip Facility Lease, the Baltimore Facility Lease and the New Orleans Facility
      Lease (together, the "Leas­es") are enforceable and binding
      obligations and are in full force and effect and Seller has not received any
      written notice, that any default, or condition which with the passage of time
      would constitute a de­fault, exists under the Leases, except such notices as
      to which the alleged de­faults have been cured or otherwise
      resolved.  Further, as of the execution of this Agreement, Seller has
      not received notice from the landlord of the New Orleans Lease that landlord
      is
      exercising its early termination right.  Seller will notify Purchaser
      if it receives such notice at any time.  To Seller's Knowledge, no
      notice has been given of and no default under the Leases currently exists,
      nor
      to Seller's Knowledge, does any condition which with the passage of time would
      constitute a default exist.





(2)  true,
      correct and complete copies of the Leases set forth on Exhibit
      J  have been delivered to Purchaser by Seller and
      such  Leases have not been amended or modi­fied except as set
      forth therein;





(f)  Inventory
      Statements.  Seller will deliver to Purchaser the Inventory List
      which will accurately and fairly reflect in all material respects the Actual
      Cost of the Trans­ferred Inven­to­ry and the Non-Acquired Facilities
      Inventory.





(g)  Inventory
      Quality.  All of the Trans­ferred Inventory shall, as of the
      applicable Procurement Conversion Date and the Non-Acquired Facilities Inventory
      shall, as of the applicable Closing Date, be:  (i) Readily
      Saleable Merchandise; (ii) in conformity with




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


10


warranties
      given by C&S to Seller under the Supply Agree­ment; and (iii) not
      sub­ject to recall by the manu­fac­turer or dis­tributor or any
      govern­mental or regu­latory agency and not be the subject of any notice
      by any such govern­men­tal or regula­tory agency not to
      dis­tribute such prod­uct.





(h)  Quality
      of Acquired
      Assets.  The Acquired Assets are in good condition and repair
      (ordinary wear and tear excepted) for their continued use as they have been
      used, and in good condition (ordinary wear and tear excepted) for the continued
      conduct of the busi­ness to which they relate, except as set forth in
      Schedule 4.1(h).   If, in the normal course of the operation of
      the Business, consistent with Section 11.1 and as otherwise set forth in this
      Agreement, prior to the applicable Closing, certain of the Equipment Assets
      suffer destruction ("Damaged Equipment"), Seller shall repair or replace
      any such Damaged Equipment with items of comparable quality and condition;
      or,
      provided such Damaged Equipment does not individually or in the aggregate have
      a
      material impact on the Business, Seller shall delete such Damaged Equipment
      from
      the Equipment Assets and the Purchase Price will be equitably adjusted to
      reflect such deletion.





(i)  Acquired
      Assets.  The Acquired Assets and the leased equipment listed on
      the attached Exhibit F constitute all of the assets materially necessary
      for Seller's warehousing and transportation operations currently conducted
      at
      and from the Acquired Facilities (the "Business").





(j)  Litigation.  There
      is no claim, action, suit, proceeding, investigation, or inquiry by or before
      any court of competent jurisdiction or governmen­tal or regulatory agency,
      whether at law or in equity ("Litigation"), pending or, to Seller's
      Knowledge, threatened by or against Seller or any of its Affili­ates with
      respect to, or affecting, the Acquired Assets, or which challenges or otherwise
      questions this Agree­ment, or any action taken or to be taken pursuant
      hereto or in connection with the purchase and sale of the Ac­quired Assets,
      and there is no judgment, order or decree of court of competent jurisdiction
      or
      governmental or regulatory agency with respect to the Acquired Assets, except
      as
      set forth on Schedule 4.1(j), and except as will not interfere with the Business
      operation or Purchaser's use of the Acquired Assets. Seller shall endeavor
      to
      list all of Seller's outstanding workers' compensation, slip and fall and
      automobile liability cases on Schedule 4.1(j), provided an inadvertent failure
      to list a case shall not be a default under this Agreement, subject to the
      following sentence.  Seller shall indemnify Purchaser with respect to
      any Losses relating in any way to the Litigation, whether or not it is stated
      on
      Schedule 4.1(j).





(k)  Absence
      of Conflicting Agreements.  The execution and delivery by Seller
      of this Agreement does not, and the perfor­mance by Seller of this
      Agree­ment and the consummation of the transactions contemplat­ed hereby
      will not, (i) conflict with or violate the articles of organization or operating
      agreement, in each case as currently in effect, of Seller,




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


11


(ii) conflict
      with or violate any law applicable to Seller or by or to which Seller is bound
      or subject or (iii) result in any breach of, or constitute a default (or an
      event that with notice or lapse of time or both would constitute a de­fault)
      under, or give to any person or entity any right of termination, amendment,
      acceleration or cancellation of, or require payment under, or result in the
      creation of a Lien on any of the Acquired Assets under, any note, bond,
      mortgage, indenture, contract, agreement, arrange­ment, commitment, lease,
      license, permit, franchise or other instrument or obligation to which Seller
      is
      a party or by or to which Seller is bound or subject or which relate to the
      Acquired Assets, except as expressly set forth herein.





(l)  No
      Consents Required.  Except as set forth on Schedule 4.1(l), no
      con­sent, ap­prov­al, waiv­er, li­cense, order,
      autho­ri­zation, govern­mental consent or permit of, or
      registra­tion, declara­tion, or filing with, or notice to, any
      Governmen­tal Authority or any other person or entity, is re­quired in
      connec­tion with the execu­tion, deliv­ery, and perfor­mance by
      Seller of this Agreement, or the consum­mation by Seller of the
      trans­actions contemplated hereby.





(m)  Absence
      of Liabilities.  Seller has no material liabilities or obligations
      arising from or relating to the Acquired Assets and the business and operations
      conducted in connection therewith (whether absolute, accrued, fixed, contingent,
      liquidated, unliquidated or otherwise, and whether due or to become due), except
      for liabilities and obligations incurred in the ordinary course of business
      consistent with past practice, which ordinary course liabilities (other than
      Assumed Liabilities) shall be retained by Seller, and except for any mortgages
      or UCCs which will be released prior to the applicable Closing.





(n)  Compliance
      with Law.  Seller is in substantial compliance with all applicable
      laws and regulations of federal, state and local governments (and all agencies
      thereof) with respect to the operations and activities of the Acquired
      Facilities and the Acquired Assets, and no action, suit, proceeding, hearing,
      investigation, charge, complaint, claim, demand, or notice has been threatened,
      filed or commenced against Seller alleging any such failure to comply, except
      as
      set forth on Schedule 4.1(n).





(o)  Environmental.  Seller
      and its Affiliates have delivered to Purchaser true and correct copies of any
      environmental studies within its possession, relating to the Acquired Facilities
      and Acquired Assets. The environmental issues of which Seller has Seller's
      Knowledge are listed on Schedule 4.1(o).  Seller's indemnity
      obligation shall include but not be limited to the matters set forth on Schedule
      4.1(o).





(p)  Labor
      Matters.





(i)  (x)
      Schedule 4.1(p)(i)(A) is a true, correct and complete list, as of the date
      shown
      thereon, of the Affected Employees and each such employee's site of




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


12


employment,
      department, hiring date and salary.  Except as set forth on Schedule
      4.1(p)(i)(B), there are no employment agreements, sev­erance agreements or
      severance plans and poli­cies with respect to the Affected Employees; and
      (y) to the knowledge of any director level, vice president or more senior
      officer of Seller, there are no labor or employment dis­putes or claims
      involving any Affected Employ­ees pending or threat­ened against Seller
      or its Affiliates.





(ii)  Schedule
      4.1(p)(ii) is a true, correct and complete list of each pension plan, fund
      or
      program (within the meaning of section 3(2) of ERISA) which is a "Multiemployer
      Pen­sion Plan," as defined in section 3(37) of ERISA, maintained or
      contributed to or required to be contributed to by Seller or any ERISA Affiliate
      for the benefit of any Affected Em­ployee (the "Multiemployer Pension
      Plans").





(iii)  No
      event has occurred with respect to any Affected Employees which could result
      in
      a "partial withdrawal" under section 4205 of ERISA with respect to any
      Multiemployer Pension Plan.  Attached hereto as Schedule 4.1(p)(iii)
      is a schedule of contributions made by Seller and its ERISA Affiliates to the
      respective Multiemployer Pension Plans for the operations of the Business
      conducted at the Acquired Facilities except the Baltimore Leased Facility and
      the Baltimore Owned Facility for the most recent five (5) plan
      years.  With respect to the Multiemployer Pen­sion Plans, to the
      Knowl­edge of Seller, the withdraw­al liability of Seller and their
      ERISA Affiliates, com­puted as if a complete withdraw­al by Seller and
      the ERISA Affiliates with respect to the Acquired Facilities only (which does
      not include Detroit) except the Baltimore Leased Facility and the Baltimore
      Owned Facility had oc­curred under the Multiemployer Pen­sion Plans on
      the date hereof, would not exceed twenty-five million dollars ($25,000,000.00)
      in the aggregate.





(q)  Taxes.





(i)
      To
      Seller's Knowledge, all material Tax Returns required to be filed on or prior
      to
      the applicable Closing Date or Delayed Closing by or with respect to the
      Acquired Assets have, within the time and manner prescribed by law, been duly
      filed with the appropriate tax authorities.  To Seller's Knowledge,
      all such Tax Returns are true, correct, and complete in all material respects
      and all Taxes due and payable with respect to such Tax Returns have been paid.
      To Seller's Knowledge, Seller has timely paid or caused to be paid all Taxes
      required to be paid for the portion of the taxable year or period through and
      including the applicable Closing Date in the case of any Straddle
      Period.  To the extent that Seller's Knowledge is not accurate, Seller
      shall file any necessary Tax Returns and pay any Taxes, and shall indemnify
      Purchaser from any Losses (as defined herein) on account thereof.





(ii)
      There are no Liens for Taxes upon any of the Acquired Assets except for
      statutory liens for Taxes not yet due for which Seller shall be
      responsible.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


13





(r)   No
      Reliance.  The Seller is sophisticated and knowledgeable with
      respect to the grocery, perishables, frozen food and merchandise distribution
      business, regulatory and political matters related to such business and has
      performed its own independent investigation and analysis, with due diligence,
      of
      the sale of the Acquired Assets and has performed its own independent assessment
      of the risks and potential returns of selling the Acquired
      Assets.  The Seller has extensive financial experience with sales such
      as the sale contemplated by this Agreement and therefore has the ability to
      protect its own interests in connection with this Agreement.  Nothing
      in this provision shall diminish any liability, obligation or duty of
      indemnification or any other undertaking of Purchaser or C&S as set forth in
      this Agreement.  Seller further acknowledges that neither Purchaser
      nor any representative thereof has given any investment, legal or other advice
      or rendered any opinion as to whether the sale of the Acquired Assets is
      prudent.





(s)  No
      Knowledge of Breach.  Seller has no knowledge of any breach by
      Purchaser of any representation or warranty made by Purchaser in this Agreement
      or any condition or circumstance that would excuse Seller from its timely
      performance of its obligations hereunder.





Section
      4.2  Representations and Warranties of
      Purchaser.  Purchaser and C&S, as applicable, represent and
      warrant to Seller as fol­lows (in each case as of the date of this Agreement
      and as of the applicable Closing (that such representations and warranties
      are
      true and correct in all material respects), unless otherwise stated
      herein):





(a)  Organization;
      Standing.  Purchaser is an affiliate of C&S and is a limited
      liability company duly organized, validly existing and in good standing under
      the laws of the State of Delaware.  Purchaser is not a tax-exempt
      entity (within the meaning of Section 168(h) of the Code) or a debtor or
      debtor-in-possession in a voluntary or involuntary bankruptcy proceeding.C&S
      is a corporation, validly existing and in good standing under the laws of the
      State of Vermont.





(b)  Authority;
      Binding Effect. Purchas­er and C&S each have the requisite corporate
      or company power and au­thori­ty to exe­cute and deliver this
      Agreement and the Related Agreements and to perform their obli­gations
      hereunder and thereunder and to consummate the transac­tions contemplated
      hereby and thereby.  The execution, deliv­ery and perfor­mance
      of this Agreement and the Related Agreements, and the consumma­tion of the
      transactions contemplated hereby and thereby, have been duly autho­rized by
      all necessary corporate or company action on the part of each of Purchaser
      and
      C&S, and no other corpo­rate or company action or proceed­ing on the
      part of Purchaser or C&S is re­quired to authorize the execu­tion,
      delivery and perfor­mance of, or consumma­tion of the transactions
      contemplat­ed by, this Agreement and the Related




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


14


Agreements.  This
      Agreement and the Related Agreements have been duly executed and delivered
      by
      each of Purchaser and C&S and are the valid and binding obligation of each
      Purchaser, enforceable against each Purchaser in accordance with their
      terms.





(c)  No
      Consent Required.  Except as set forth on Schedule 4.1(l), no
      con­sent, ap­prov­al, waiv­er, li­cense, order,
      autho­ri­zation, govern­mental consent or permit of, or
      registra­tion, declara­tion, or filing with, or notice to, any
      Governmen­tal Authority or any other person or entity, is re­quired in
      connec­tion with the execu­tion, deliv­ery, and perfor­mance by
      Purchaser of this Agreement, or the consum­mation by Purchaser of the
      trans­actions contemplated hereby.





(d)  Absence
      of Conflicting Agreements.  The execution and delivery by
      Purchaser and C&S of this Agree­ment does not, and the perfor­mance
      by Purchaser and C&S of this Agree­ment and the consummation of the
      transactions con­templat­ed hereby will not, (i) conflict with or
      violate the articles of organization or operating agreement or other
      organi­zational document, in each case as currently in ef­fect, of
      Purchaser or C&S, (ii) conflict with or violate any law appli­cable
      to Purchaser or C&S or by or to which Purchaser or C&S is bound or
      subject or (iii) result in any breach of, or constitute a default (or an event
      that with notice or lapse of time or both would consti­tute a de­fault)
      under any note, bond, mortgage, inden­ture, con­tract, agreement,
      arrange­ment, commitment, lease, li­cense, permit, fran­chise or
      other instrument or obliga­tion to which Purchas­er or C&S is a
      party or by or to which Pur­chaser or C&S is bound or
      subject.





(e)  Litigation.  There
      is no injunction or restraining order by any court of competent
      jurisdic­tion or Gov­ern­men­tal Authority which prohibits the
      trans­ac­tions contemplated by this Agree­ment.





(f)   No
      Financing.  The Purchaser will have adequate funds at its disposal
      to finance the Purchase Price on the date of the applicable
      Closing.  The consummation of the purchase described in this Agreement
      shall not be subject to Purchaser's ability to obtain financing.





(g)  No
      Reliance.  The Purchaser and C&S, considered as a whole, are
      sophisticated and knowledgeable with respect to the grocery, perishables, frozen
      food and merchandise distribution business, regulatory and political matters
      related to such business and have performed their own independent investigation,
      with due diligence, of the investment represented by the purchase of the
      Acquired Assets and have performed their own independent assessment of the
      risks
      and potential returns of acquiring the Acquired Assets.  The Purchaser
      and C&S, taken as a whole, have extensive financial experience with
      investments such as the investment contemplated by this Agreement and therefore
      have the ability to protect their own




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


15


interests
      in connection with this Agreement.  Nothing in this provision shall
      diminish any liability, obligation or duty of indemnification or any other
      undertaking of Seller as set forth in this Agreement.  Purchaser
      further acknowledges that neither Seller nor any representative thereof has
      given any investment, legal or other advice or rendered any opinion as to
      whether the purchase of the Acquired Assets is prudent.





(h)  No
      Knowledge of Breach.  Neither Purchaser nor C&S has knowledge
      of any breach by Seller of any representation or warranty made by the Seller
      in
      this Agreement or any condition or circumstance that would excuse Purchaser
      or
      C&S from its timely performance of its obligations hereunder.







**ARTICLE
      V**


**EMPLOYEE
      MATTERS**





Section
      5.1  Responsibility for Employees.   Purchaser
      shall assume Seller's liability for accrued vacation, ­any and all other
      accrued paid time off for the respective Affected Employ­ees hired by
      Purchaser.  Seller will pay to Purchaser at the applicable Closing an
      amount equal to such accrued vacations and any ac­crued
      lia­bil­i­ty for paid time off.  A list of such accrued
      liabilities with respect to each hired Affected Employee is attached as Schedule
      5.1.  To the extent that such payment is an esti­mated amount at
      the applicable Closing, it shall be paid as estimat­ed at the applicable
      Closing and adjust­ed by the Parties within 30 days after the applicable
      Closing.  Following the applicable Closing, Purchaser will provide
      Seller with reasonable access to the hired Affected Employee files transferred
      to Purchaser at the applicable Closing.





Section
      5.2  Offers of Employment.   Purchaser will
      offer employment to all of the Affected Employ­ees who are covered by the
      Assumed Collec­tive Bargaining Agreements.  Such offers of
      employment will be upon the terms set forth in the applicable As­sumed
      Col­lec­tive Bar­gaining Agreement.  Purchaser shall
      interview the non-union Affected Employees and shall have the right but not
      the
      obligation to hire any non-union Affected Employees.  Purchaser shall
      provide health benefits commencing July 10, 2005 to any hired non-union Affected
      Employees.  With respect to Affected Employees who have company
      provided health insurance and who are hired by Purchaser, excluding those having
      health insurance through a union health & welfare fund, the Parties allocate
      to Purchaser the responsibility to make COBRA continuation coverage available
      to
      such Affected Employees pursuant to 26 C.F.R § 54.4980B-9, Q&A
      7.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


16








Section
      5.3  Freshtown and Edison.  Purchaser has not agreed,
      nor is Purchaser obligated to hire any of the employees of Seller, whether
      union
      or non-union, employed at the Freshtown Facility or Edison Facility, nor has
      Purchaser agreed to assume any of the collective bargaining agreements with
      any
      labor union representing employees that are employed at the Freshtown Facility
      or Edison Facility by Seller.  Purchaser shall have no obligation
      (except with respect to the transportation of the Non-Acquired Facilities
      Inventory as set forth in Section 8.4), for any costs or liabilities associated
      with closing the Edison Facility or the Freshtown Facility, including, without
      limitation, due to severance obligations, withdrawal liability and any other
      such labor-related closing costs.





**ARTICLE
      VI**


**CONDITIONS
      TO CLOSING**





Section
      6.1  Conditions to Obligations of Purchaser.  The
      obligations of Purchaser to consummate the transactions contemplated by this
      Agreement shall be subject to the fulfillment at or prior to the applicable
      Closing of the following conditions (any one or more of which may be waived,
      to
      the extent permitted by applicable law, in whole or in part by
      Purchaser):





(a)  Accuracy
      of Representations and Warranties.  The representations and
      warranties of Seller set forth in this Agreement shall be true and correct
      in
      all material respects as of the date hereof and, except to the extent such
      represen­tations and warranties relate to an earlier date, at and as of the
      applicable Closing Date or Delayed Closing as though made on such date, provided
      Seller shall be given an opportunity to cure such breach prior to the applicable
      Closing, and if such breach cannot be cured prior to applicable Closing, the
      parties will cooperate to work out a solution.





(b)  Performance
      of Covenants.  Seller shall have performed and com­plied in
      all material respects with all agreements, obligations, covenants and conditions
      required by this Agreement to be performed or complied with by it at or prior
      to
      the applicable Closing.





(c)  Consents
      to Assignment of Certain Contracts.  Notwithstanding any provision
      hereof to the contrary, Seller shall have obtained and delivered to Purchaser
      all consents neces­sary to assign the Material Assumed Contracts in form and
      sub­stance rea­son­ably satis­fac­to­ry to Purchaser, or
      the third par­ties to any Material As­sumed Con­tracts
      requir­ing such consent shall have agreed in writ­ing to termi­nate
      such Material Assumed Con­tracts (without penalty to Purchaser) and shall
      have en­tered into a substan­tially similar agreement with Purchaser,
      each of which shall be in full force and effect and the valid and binding
      obli­gation of each party there­to.  The Material Assumed
      Contracts are listed on Exhibit B-3.  Seller shall use good
      faith efforts to obtain consents for all Assumed Contracts set forth on
Exhibit B-1.  Any




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


17


breach
      of
      the Supply Agreement by Purchaser which is due to Seller's failure to deliver
      consent to assign an Assumed Contracts shall be excused.





(d)  Related
      Agreements.  Each of the Related Agreements shall have been
      executed by the respective parties thereto­ and the Relat­ed
      Agree­ments shall be in full force and effect and shall have become
      effec­tive in accordance with their terms.





(e)  Title
      Insurance.  Title to the Dunmore Owned Facility, the New Orleans
      Owned Facility, the Baltimore Owned Facility and the Leased Facilities shall
      at
      the applicable Closing be good and insurable as such under A.L.T.A. Owner or
      Leasehold Title Policies by any nationally recognized title insurance company
      selected by Purchaser in its sole and absolute discretion (the "Title
      Company") at regular rates, free and clear of all Liens and without
      excep­tions, disclaimers of liability or objec­tions except Permitted
      Encumbrances.  As a condi­tion to each applicable Clos­ing,
      the Title Compa­ny shall insure each of the Dunmore Owned Facility, the New
      Orleans Owned Facility, the Baltimore Owned Facility and the Leased
      Facili­ties under the terms described above, which title insurance shall be
      paid for by Purchaser.





(f)  Estoppels.  Purchaser
      shall have received such estoppel certificates as are required under
      Sec­tion 7.2(h) from the land­lords under the Leas­es or the Seller
      certificates, dated within thirty (30) days of the applicable
      Closing.





(g)  Certificates
      of Occupancy.  Purchaser shall have received from Seller copies of
      all cur­rent certificates of occupancy for each of the Acquired
      Facili­ties.  To the extent Seller cannot deliver a certificate of
      occupancy at the applicable Closing, Seller shall proceed with obtaining such
      certificate of occupancy and shall deliver same to Purchaser as soon as
      possible.  Purchaser shall cooperate with Seller as reasonably
      requested.  Seller shall indemnify Purchaser from any Losses resulting
      from Purchaser's failure to possess certificates of occupancy, unless such
      failure is caused by Purchaser.





Section
      6.2  Conditions to Obligations of Seller.  The
      obligations of Seller to consummate the transactions contem­plated by this
      Agreement shall be subject to the fulfill­ment at or prior to the applicable
      Closing of the following condi­tions (any one or more of which may be
      waived, to the extent permitted by applicable law, in whole or in part by
      Seller):





(a)  Accuracy
      of Representations and Warranties.  The representations and
      warranties of Purchaser set forth in this Agreement shall be true and correct
      in
      all material respects as of the date hereof and, except to the extent such
      representations and war­ranties relate to an earlier date, as of the
      applicable Closing as though made on such date, provided Purchaser shall be
      given an opportunity to cure such breach prior to the applicable Closing, and
      if
      such breach cannot be cured prior to the applicable Closing, the Parties will
      cooperate to work out a




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


18


solution.





(b)  Performance
      of Covenants.  Purchaser shall have performed and complied in all
      material re­spects with all agreements, obligations, cove­nants and
      conditions required by this Agreement to be performed or complied with by it,
      at
      or prior to the applicable Closing.





(c)  Related
      Agreements.  Each and every one of the Related Agreements shall
      have been executed by the respective parties thereto­­ and such
      Relat­ed Agree­ments shall be in full force and effect and shall have
      become effec­tive in accordance with their terms.





(d)  Purchase
      Price.  Purchaser shall pay the Purchase Price (excluding the
      Transferred Inventory and Non-Acquired Facilities Inventory) due at the
      applicable Closing.  Purchaser shall pay for the Equipment Assets on
      the Procurement Conversion Date for the applicable Acquired
      Facility.





**ARTICLE
      VII**


**CLOSING**





Section
      7.1  The Closing.  The closing (the "Closing")
      of the transactions contemplated hereby shall take place on July 10, 2005 with
      respect to any labor (including ERISA, COBRA), employee or employment-related
      matters (including, without limitation, the Assumed Collective Bargaining
      Agreements) and with respect to the Equipment Assets and the Non-Acquired
      Facilities Inventory, and on the applicable Procurement Conversion Date (each
      such date referred to herein as a Closing) with respect to the Transferred
      Inventory, Assumed Contracts and Acquired Facilities (including deeds, leases
      or
      sublease)  at Seller's executive offices or other mutually agreed to
      location, or if the conditions to the applicable Closing set forth in
      Arti­cle VI shall not have been fulfilled or, to the extent permitted by
      applicable law, waived by such date, as soon as practicable (but in no event
      less than five (5) busi­ness days) after such conditions shall have been
      ful­filled or satisfied, or on such other date or at such other time as the
      Parties may agree in writing, subject to Section 10.1(c).  Purchaser
      may elect to assume certain of the Assumed Contracts (for example, the tractor
      and trailer leases) on July 10, 2005, provided Seller shall be responsible
      for
      paying or reimbursing Purchaser for any and all costs, liability and expenses
      associated with such Assumed Contracts prior to the applicable Procurement
      Conversion Date.  Notwithstanding anything to the contrary stated
      herein, Purchaser may elect in its sole discretion, but so long as there is
      a
      valid business reason for doing so (including but not limited to an issue with
      respect to the timing of registrations and/or taxes), and which shall be more
      than Purchaser's unsubstantiated desire, to delay the transfer of title (a
      “Delayed Closing”) with respect to all or some of the Equipment Assets or
      Assumed Contracts for a period of up to six (6) months, provided that there
      shall be no reduction in Purchase Price to




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


19


be
      paid
      at the applicable Closing and all other conditions to the applicable Closing
      shall be met by Seller and Purchaser.  In the event of a Delayed
      Closing, all bills of sale, titles and other documents necessary to transfer,
      assign, convey and deliver the Equipment Assets or Assumed Contracts subject
      to
      the Delayed Closing shall be signed at the applicable Closing and shall be
      held
      in escrow with the law firm of Drinker Biddle & Reath LLP (“DBR”), to be
      released to Purchaser at Purchaser's instructions to DBR.





Section
      7.2  Seller's Obligations.  At the applicable Closing
      or Delayed Closing, as applicable, Seller shall deliver or cause to be delivered
      to the Purchaser or its designee the following:





(a)  All
      appropriate transfer documents including any bills of sale necessary to sell,
      transfer, assign, convey and deliver to the Purchaser or its designee the
      applicable Acquired Assets, free and clear of any and all Liens;





(b)  A
      special warranty deed ("Dunmore Deed") in the form of Exhibit G-1
      with covenants against grantor's acts sufficient to convey to the Purchaser
      or a
      designee title to the Dunmore Owned  Facility, with such conveyance
      made subject only to the Permitted Encumbrances.  The Dunmore Deed
      shall describe the property by metes and bounds using the description contained
      on Exhibit C hereto (or, if Purchaser obtain an updated survey certified
      by the surveyor to Seller, using the description contained in the updated
      survey);





(c)  A
      special warranty deed ("New Orleans Deed") in the form of Exhibit
      G-2 with covenant's against grantor's acts sufficient to convey to the
      Purchaser or a designee title to the New Orleans Owned  Facility, with
      such conveyance made subject only to the Permitted Encumbrances.  The
      New Orleans Deed shall describe the property by metes and bounds using the
      description contained on Exhibit C-4 hereto (or, if Purchaser obtains an
      updated survey certified by the surveyor to Seller, using the description
      contained in the updated survey);





(d)
      Affidavits of title in such form as may be reasonably required by Purchaser's
      title insur­ance company to allow such company to issue leasehold or owner
      title insurance policies in favor of the Purchaser or its designee with respect
      to the Acquired Facilities subject only to the Permitted
      Encum­branc­es;





(e)  An
      affidavit that Seller is not a "foreign person" within the meaning of Section
      1445(b)(2) of the Internal Revenue Code;





(f)  The
      Related Agreements;




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


20








(g)  Any
      and all transfer tax returns or withholding certificates required to be filed
      in
      connection with the transfer of the Leases or Owned Facilities;





(h)  Estoppel
      certificates from the landlords under the Leases or in the alternative, Seller
      shall provide a certificate regarding the substance of each estoppel not
      deliverable from certain landlords under the Leases.  Such certificate
      shall certify that: (i) the lease is in full force and effect; (ii) there are
      no
      defaults thereunder, or any conditions that with the passage of time would
      constitute a default thereunder; (iii) the amount of the monthly or annual
      rent
      payable thereunder; (iv) the amount of additional rent payable thereunder;
      and
      (iv) the beginning and end dates of term of the lease, together with any
      available extension options.  In the event Seller is unable to obtain
      one or more landlord estoppels, Seller shall indemnify, reimburse, hold harmless
      and defend Purchaser and its Affiliates, for, from and against any and all
      actual damages (including, without limitation reasonable attorneys’ fees and
      expenses incurred, but excluding any consequential damages) to the extent
      arising, directly or indirectly, out of any inaccuracy reflected in such
      certificate.  Seller’s obligations hereunder shall survive the
      applicable Closing;





(i)  Written
      consents from third parties under any of the Material Assumed
      Contracts.  Seller shall indemnify Purchaser from any and all
      liability, direct or indirect, that might ensue from such consent not given,
      and
      such indemnification shall not be subject to any minimum threshold as set forth
      in Section 9.6.





(j)  A
      counterpart original of the closing statement, setting forth the Purchase Price,
      the closing adjustments and application of the Purchase Price as
      adjusted;





(k)  All
      other documents and papers reasonably requested by Purchaser to effect the
      transactions contemplated hereby, including, without limitation, transfer tax
      returns, bills of sale, the Assumed Contracts, and any other transfer documents
      requiring execution by Seller to effect the transactions contemplated
      herein;





(l)  an
      officer's certificate from Seller stating that all representations and
      warranties set forth in Section 4.1 remain true and correct in all material
      respects as of the applicable Closing or the Delayed Closing, as applicable;
      and





(m)  A
      special warranty deed ("Baltimore Deed") in the form of Exhibit
      G-3 with covenants against grantor's acts sufficient to convey to the
      Purchaser or a designee title to the Baltimore Owned  Facility, with
      such conveyance made subject only to the Permitted Encumbrances.  The
      Baltimore Deed shall describe the property by metes and bounds using the
      description contained on Exhibit C-5 hereto (or, if Purchaser obtains an
      updated survey certified by the surveyor to Seller, using the description
      contained in the updated survey);




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


21








Section
      7.3  Purchaser's Obligations.  At the applicable
      Closing, or the Delayed Closing as applicable, the Purchaser shall deliver
      to
      Seller the following:





(a)
      the
      Purchase Price for the Acquired Assets being transferred at such Closing, except
      that if such Closing occurs on a Saturday, the funds will be wired to Seller
      on
      the following Monday and the deeds and Lease Assignments and other documents
      to
      be conveyed at such Closing shall be held in escrow until the applicable amount
      of the Purchase Price is paid.  Further, Purchaser shall not pay for
      the Equipment Assets until the Procurement Conversion Date for the applicable
      Acquired Facility and shall pay for the Non-Acquired Facilities Inventory and
      the Transferred Inventory in accordance with Sections 8.5 and 8.6 of this
      Agreement;





(b)  all
      Related Agreements and all other documents and papers reasonably requested
      by
      Seller to effect the transactions contemplated hereby, including, without
      limitation, transfer tax returns, bills of sale, an assumption agreement with
      respect to the applicable Assumed Liabilities (that is consistent with the
      terms
      of this Agreement) and any other transfer documents requiring execution by
      Purchaser to effect the transactions contemplated herein;





(c)  Any
      and all transfer tax returns or withholding certificates required to be filed
      in
      connection with the transfer of the Leases or Owned Facilities.





(d)  a
      counterpart original of the closing statement setting forth the Purchase Price,
      the closing adjustments and application of the Purchase Price as adjusted;
      and





(e)
      an
      officer's certificate from Purchaser and C&S stating that all
      representations and warranties set forth in Section 4.2 remain true and correct
      in all material respects as of the applicable Closing or Delayed Closing, as
      applicable.








**ARTICLE
      VIII**


**CERTAIN
      ADDITIONAL COVENANTS**





Section
      8.1  Further Assurances.





(a)  At
      any time and from time to time, without further consider­ation, the Parties
      shall take all action and do all things as may reasonably be requested and
      shall
      each use their commercially reasonable ef­forts in order to satisfy the
      conditions to the applicable Closing and to con­sum­mate and make
      effec­tive the trans­ac­tions con­tem­plated by this
      Agree­ment, includ­ing, without limi­tation, obtain­ing all
      re­quired consents of third parties and approvals of all requisite
      Govern­mental Authorities.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


22








(b)  If
      at any time after the applicable Closing any fur­ther action is
      neces­sary or desirable to carry out the purpos­es of this Agreement
      (including, without limi­ta­tion, the trans­fer of the Acquired
      Assets free and clear of any Liens), each of the Parties will take such further
      action (in­cluding the execution and delivery of such further
      in­structions and documents) as the other Party reasonably may request, all
      at the sole cost and expense of the requesting Party (unless the requesting
      Party is entitled to indemnifica­tion therefore under this
      Agree­ment).





Section
      8.2  Reasonable Access.  Until the applicable
      Closing, Seller will cause its offi­cers and employees to afford Purchaser
      and its repre­sentatives (including, without limitation,
      envi­ron­mental consultants and engineers) with access to the Acquired
      Facilities and its employees thereat, and a full oppor­tunity to
      con­duct due diligence of the Acquired Facili­ties and to exam­ine
      and in­spect the Ac­quired As­sets, by conduct­ing such studies
      (including, at Purchaser's option, Phase I stud­ies for one or more Acquired
      Facility and Phase II studies for any Acquired Facil­ity if the Phase I
      study indicates that it is appropri­ate to conduct a Phase II study on such
      Acquired Facility and the landlord of such Acquired Facility consents to such
      a
      study if consent is required under the Leases) and taking such sam­ples from
      the each of the Acquired Facilities as Pur­chas­er and its
      repre­sen­ta­tives deem desir­able.  Pur­chaser
      agrees that it will cause its envi­ron­mental con­sultants and
      engineers to conduct their stud­ies, examina­tions and inspections of
      the Acquired Facili­ties during normal business hours and in a manner
      de­signed to cause minimal interference to the operations conducted at the
      Acquired Facilities and in  a manner designed to preserve the
      confidential nature of this transaction.  In addition, Purchaser will
      use its best efforts to restore the Ac­quired Facilities to their
      pre-existing condition as a result of any damage (e.g. drill­ing of
      holes for environ­mental studies) caused by the studies or examina­tions
      con­ducted by Purchaser's environ­mental consultants and
      engineers.  From and after the applicable Closing, Purchaser will
      cause its offi­cers and employees to afford Seller and its
      repre­sentatives (including, without limitation, envi­ron­mental
      consultants and engineers) with access to the Acquired Facilities and its
      employees thereat, so that Seller can remedy environmental and maintenance
      issues, including but not limited to the tanks in Islip Leased Facility and
      the
      roof leaks in New Orleans Owned Facility, pursuant to this Agreement and
      Seller's indemnification and other obligations hereunder.  Seller
      agrees that it will cause its envi­ron­mental con­sultants and
      engineers and others to conduct their repairs and inspections and other work
      at
      the Acquired Facili­ties during normal business hours (or at such other
      times reasonably agreed to by the Parties) and in a manner de­signed to
      cause minimal interference to the operations conducted at the Acquired
      Facilities.





Section
      8.3  Inventory. The inventories of the Acquired Facilities
      shall be taken in accordance with this Agreement and Schedule
      8.3.  Pursu­ant to Section 8.6, the Purchaser will pay to Seller a
      sum equal to Seller's Actual Cost of the Transferred Inven­to­ry or the
      Non-Acquired Facilities Inventory being transferred.  The written
      record of the physical inventories




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


23


taken
      pursuant to this Agreement (the "Inventory List") which list shall
      exclude all inventory that fails to conform to the warranties set forth in
      Section 4.1(g) and such written record shall value the items included in the
      applicable Transferred Inventory or the Non-Acquired facilities Inventory at
      Actual Cost. The Parties shall share equally any costs associated with taking
      the physical inventories covered by this Section 8.3, including labor
      costs.





Section
      8.4  Non-Acquired Facilities Inventory.  Purchaser
      shall purchase all Readily Saleable Merchandise existing at Seller's Edison
      and
      Freshtown Facilities ("Non-Acquired Facilities Inventory") after Seller
      has reduced the inventory level to a level as low as reason­ably
      practica­ble while maintaining adequate service levels, subject to the
      following sentence.  Purchaser shall only be responsible for
      Non-Acquired Facilities Inventory to the extent such inventory is actually
      received by Purchaser at Purchaser's or an Affiliates' facilities, unless
      certain inventory is not received at Purchaser's facilities due to Purchaser's
      (or the driver's) negligence or intentional misconduct.  Purchaser
      shall drop trailers at Seller's Edison and Freshtown Facilities, and Seller
      shall be responsible for loading and sealing the trailers.  Purchaser
      shall arrange for drivers to transport the Non-Acquired Facilities Inventory
      to
      its facilities at Purchaser's cost.  Seller shall position its
      employees at Purchaser's or its Affiliate's facilities' receiving docks to
      confirm the Non-Acquired Facilities Inventory counts.  All deliveries
      in one (1) week will be aggregated and paid pursuant to the payment schedule
      set
      forth in Section 8.6.





Section
      8.5  Inventory Repurchase.  Subject to the terms of
      the Supply Agreement, Seller shall repurchase all of the Transferred Inventory
      from Purchaser or Purchaser's designee within [*]
      of the
      Procurement Conversion Date for the applicable Acquired Facility or within
      [*]
      of
      the applicable Closing Date or later receipt at Purchaser's or an Affiliate's
      facilities for the Non-Acquired Facilities Inventory, or if shorter for any
      product in the Trans­ferred Inven­tory or Non-Acquired Facilities
      Inventory, the days re­main­ing on the manufacturer's recommend­ed
      shelf life for such product as of the applicable Closing
      Date.   Notwithstanding the preceding, GM/HBC product shall be
      repurchased over a [*]
      period
      rather than the [*]
      period set
      forth above.   If at the end of such [*]
      (or [*]
      for GM/HBC)
      day period any applicable Transferred Inventory or Non-Acquired Facilities
      Inventory has not been purchased by Seller, then Purchaser will not be obligated
      to pay for such remaining Transferred Inventory or Non-Acquired Facilities
      Inventory until same is purchased by Seller or otherwise disposed of as per
      agreement of the Parties and C&S.





In
      addition to the repurchase described above, Seller shall work with Purchaser
      to
      reduce all remaining excess Transferred Inventory or Non-Acquired Facilities
      Inventory, as follows:




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


24








·
            For
                Transferred Inventory or Non-Acquired Facilities Inventory remaining
                in
                the warehouse after [*]
                (or
                [*]
                for
                GM/HBC)  following Purchaser's receipt, Seller will offer
                Purchaser a discounted price on the inventory balance on
                hand.  Seller will also review the possibility of creating
                specific promotional plans in order to deplete the remaining
                inventory.





·
            For
                all Transferred Inventory or Non-Acquired Facilities Inventory remaining
                in the warehouse after [*]
                from
                Purchaser's receipt, Seller will work with Purchaser to dispose of
                it,
                which may require additional discounts to Purchaser's purchase price,
                i.e.
                if Purchaser must sell the inventory to salvage,
                etc.





Section
      8.6 Inventory Actual Cost Payment.  Subject to the provisions
      set forth in Section 8.5 (regarding Purchaser's right to withhold payment if
      Seller has not re-purchased the Transferred or Non-Acquired Facilities
      Inventory, as applicable), Purchaser shall pay Seller for the Transferred
      Inventory or Non-Acquired Facilities Inventory in [*]
      commencing
      on the [*] following the applicable Closing.





Section
      8.7  Injunctions/Orders.  In the event that any
      temporary, interim or other non-final injunc­tion, order or decree is issued
      by a court of competent juris­diction which restrains, prohibits or limits
      consum­mation of the transactions contemplated hereby each Party and C&S
      shall use its reasonable best efforts to have such injunction, order or decree
      lifted, rescind­ed or revoked as soon as possible.





Section
      8.8  Conveyance Taxes.  Notwith­standing any
      other provision of this Agreement to the contrary, all excise, transfer
      (including real property transfer), gross receipts, litter control,
      documenta­ry, sales, use, gross receipts, stamp, registra­tion, filing,
      recordation and other similar taxes, together with any interest, additions
      or
      penalties with respect thereto and any interest in respect of such additions
      or
      penalties incurred in connection with this Agree­ment or resulting from the
      transactions contemplated by this Agreement (collectively, "Conveyance
      Taxes") shall be borne equally by Seller and Purchaser and shall be paid by
      the responsible Party on the applicable Closing Date or as soon thereafter
      as
      necessary or required.  Schedule 8.8 sets forth the Conveyance Taxes
      payable in connection with the transactions contemplated by this
      Agreement.  The Party responsible shall file all necessary tax returns
      with respect to all such Conveyance Taxes, and, to the extent required by
      applicable law, the other Party will, and will cause its Affiliates to join
      in
      the execution of any such tax returns.  The Parties shall also split
      equally any other conveyance fees imposed on either Party.





Section
      8.9  Apportionments and Prepaid Expens­es.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


25








(a)  All
      Tax assessments and utili­ty charges with re­spect to the Acquired
      Facilities shall be appor­tioned be­tween Seller and Purchaser as set
      forth below:





(i)  Seller
      shall pay all Taxes as­sessed against each of the Acquired Facilities with
      re­spect to taxable periods ending on or before the applicable Closing
      Date.  Purchaser shall pay all Taxes assessed against each of the
      Ac­quired Facilities with respect to taxable periods beginning on the day
      after­ the applicable Closing Date (including interest and penalties due not
      caused by Seller), subject to the Leases and the New Orleans
      Sublease.  Seller shall pay to Purchaser at the applicable Closing its
      prorat­ed share (as determined in this Section 8.9(a)(i)) of any unpaid
      Taxes per­taining to each of the Dunmore Owned Facility, New Orleans Owned
      Facility, Baltimore Owned Facility and the Leased Facilities with respect any
      Straddle Period and shall be responsible for any interest and penalties accrued
      at the time of applicable Closing with respect to the period prior to the date
      of the applicable Closing.  In the absence of any assessment
      estab­lishing the tax payments due for a Straddle Period, for purpos­es
      of proration under this Section 8.9(a)(i), Taxes shall be calculated as one
      hundred percent (100%) of the most recent tax as­sessed valuation figures at
      the time of the applicable Closing.  Upon receipt of an actual
      assessment for the Taxes due during a Straddle Period, Seller and Purchaser
      will, if neces­sary, adjust the apportionment between them within thirty
      (30) days after Purchaser delivers to Seller the actual
      assessment.   For purposes of this Section 8.9(a)(i), the
      Seller's prorated share of unpaid Taxes for a Straddle Period shall be deemed
      to
      be the amount of such Taxes for the entire period (or, in the case of such
      determined on an arrears basis, the amount of such Taxes for the immediately
      preceding period) multiplied by a fraction, the numerator of which is the number
      of calendar days in the taxable period ending on (and including) the applicable
      Closing Date, and the denominator of which is the number of calendar days in
      the
      entire taxable period.





(ii)  All
      utility charges, including, without limi­ta­tion, sewer and water
      charges (collective­ly, "Util­ity Charges") and all payments
      under any Assumed Con­tracts shall be pro­rat­ed and
      appor­tioned as of the applicable Closing Date, the period through and
      including the applicable Closing Date being Seller's re­sponsi­bility
      and the period com­mencing on the day immedi­ately following the
      applicable Closing Date being Purchaser's
      re­sponsibil­ity.  Any undetermined or unbilled Utility
      Charges shall be appor­tioned as of the applicable Closing Date on the basis
      of the most recent bill issued prior to the applicable Closing and Purchaser
      and
      Seller shall adjust the appor­tion­ment, if neces­sary, within
      thirty (30) days after Purchaser submits to Seller actual in­voices for such
      charges.





(iii)  All
      payments under any Assumed Contracts, Leases and the New Orleans Sublease shall
      be prorated and apportioned as of the applicable Closing Date, the period
      through and including the applicable Closing Date being Seller's responsibility
      and the period commencing on the day immediately following the applicable
      Closing Date being Purchaser’s responsibility.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


26








(b)  (i)  Seller
      shall pay all base, minimum, fixed and additional rent and other charges
      ("Rent") due and payable under the Leases with respect to the period
      through and including the applicable Closing Date.  Purchaser shall
      pay all Rent due and payable under the Leases with respect to the period from
      and after the day following the applicable Closing Date.  Purchaser
      shall pay to Seller at the applicable Closing its prorated share of any Rent
      prepaid by Seller relating to the period after the applicable Closing
      Date.  Seller shall give Purchaser a credit for any payments due under
      the Leases not yet paid and relating in any way to any time prior to the
      applicable Closing.




(ii)
      To
      the extent any amounts referred to in this Section 8.9(b) are computed based
      on
      estimated amounts subject to adjustment at a later date, Purchaser and Seller
      agree that in the event such ad­just­ment occurs after the date of the
      applicable Closing, if any amounts are determined to be owing to either Seller
      by Purchaser or to Purchaser by Seller, then the Party owing such amounts shall
      pay the same to the owed Party within ten (10) days of writ­ten demand
      therefore by the Party to which such amounts are owed.





(c)  Purchaser
      shall not
      have any liability with respect to the New Orleans Lease (financial or
      otherwise) except as set forth in the New Orleans Sublease.





(d)  Seller
      covenants and agrees to satisfy any and all Liens secured by or affecting the
      Acquired Assets which can be satisfied by payment of fixed and ascertainable
      amounts, or bond against the same (or if acceptable to Title Company such that
      Title Company does not take exceptions for any such Liens on Purchaser's title
      insurance policies, Seller may indemnify the Title Company), and shall deliver
      to Purchaser or the Title Company, at the applicable Closing, instruments in
      recordable form and sufficient to satisfy such Liens of record, together with
      the cost of recording or filing said instruments, or a bond therefore or any
      documents required by the Title Company in conjunction with an
      indemnity.





Section
      8.10  Allocation of Purchase Price.  Intentionally
      Omitted.





Section
      8.11  Obtaining Permits. Purchaser shall be responsible for
      obtaining all licenses and non-assignable permits necessary to operate the
      Business after the applicable Closing, as required by law, including tobacco
      licenses.  Seller shall transfer any licenses or permits to Purchaser
      to the extent feasible under the law and Seller shall cooperate fully with
      Purchaser in its efforts to obtain or assign permits and provide any information
      or reasonable assistance, including DEA and state drug enforcement agency powers
      of attorney, as necessary.  Attached hereto as Exhibit H is a
      list of all material permits and licenses (including environmental) which are
      required for the use and operation of the Acquired Facilities or the
      Business.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


27








Section
      8.12  Waivers.  Seller shall use good faith efforts
      to deliver landlord waivers from any landlords in the chain of title with
      respect to the Acquired Facilities to the extent required by Purchaser's bank.





Section
      8.13  Non-Disturbance Agreements.  Seller shall use
      commercially reasonable efforts to obtain Non-Disturbance Agreements from the
      current landlords and overlandlords if applicable (not including Seller's direct
      landlords with respect to the Islip Facility Lease and the Baltimore Facility
      Lease) and lenders set forth on the title commitments received by Purchaser
      unless an existing Non-Disturbance Agreement is on record (or in recordable
      form
      and Seller shall record prior to the applicable Closing) and will inure to
      the
      benefit of Purchaser, except Seller is not required to obtain a Non-Disturbance
      Agreement from the landlord of the New Orleans Lease for the benefit of
      Purchaser as subtenant.  If Seller is unable, despite such
      commercially reasonable efforts, to obtain the Non-Disturbance Agreements,
      Seller shall indemnify Purchaser from any and all liability and damages, whether
      direct or indirect, resulting from such failure, and such indemnification shall
      not be subject to the minimum threshold set forth in Section 9.6, provided
      Purchaser or an Affiliate or a third party with permission from Purchaser was
      using such Acquired Facility.  Further, if Purchaser is unable to
      maintain control of all or a material part of an Acquired Facility due to
      failure of Sellers to obtain a Non-Disturbance Agreement, due to a title defect
      arising prior to the applicable Closing Date or due to failure of Sellers to
      obtain an estoppel certificate or due to a Seller default, act or omission
      under
      or with respect to the New Orleans Lease (unless Purchaser's inability to
      maintain control of all or a material part of an Acquired Facility is due to
      an
      act or omission of Purchaser or an Affiliate or a third party with permission
      from Purchaser to use the Acquired Facility), any resulting breach or service
      issues related to such loss of control of an Acquired Facility shall not be
      a
      breach by C&S of the Supply Agreement.





Section
      8.14  Insurance. Seller agrees to maintain all insurance as is
      reasonable and customary in amounts reasonably acceptable to Purchaser with
      respect to the Acquired Assets and the Acquired Facilities, including, but
      not
      limited to, property, general liability, automobile liability and workers'
      compensation insurance through the applicable Closing.  Purchaser
      shall maintain all insurance as is reasonable and customary in amounts
      reasonably acceptable to Seller with respect to the Acquired Assets and Acquired
      Facilities, including, but not limited to, property, general liability,
      automobile liability and workers' compensation insurance from and after the
      applicable Closing.  The property insurance required shall insure each
      of the Acquired Facilities at [*]
      of
      replacement cost. Seller and Purchaser shall be deemed to be in compliance
      with
      this provision with respect to the Acquired Facilities, if Seller or Purchaser
      is in compliance with the insurance provisions of the relevant
      Lease.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


28








Section
      8.15  Transition
      Fee.  Purchaser shall pay Seller a transition fee ("Transition
      Fee") for certain of Seller's costs associated with transitioning the
      Business from Seller to Purchaser, which fee shall be negotiated by the Parties,
      but shall not exceed [*],
      without
      the prior written consent of Purchaser.  Such Transition Fee shall be
      paid in installments as Seller incurs the actual costs.  Seller shall
      provide detailed backup documentation with respect to the Transition Fee and
      the
      Parties will reconcile any amounts as soon as possible.




Section
      8.16  Fair
      Market Price.  The determination of Fair Market Price for the
      Dunmore Owned Facility, Baltimore Owned Facility and the New Orleans Owned
      Facility shall be determined as follows:  one (1) MAI Appraiser shall
      be selected by Seller and one (1) MAI Appraiser shall be selected by Purchaser
      for each building.  Each appraiser shall have a minimum of ten (10)
      years experience as an MAI Appraiser of commercial rents in the county in which
      the Dunmore Owned Facility, Baltimore Owned Facility or the New Orleans Owned
      Facility, as applicable, are located and whose credentials are reasonably
      acceptable to the other Party.  The appraisals shall be performed on a
      comparable value basis. Each MAI Appraiser shall then make the determination
      of
      Fair Market Price upon the terms and conditions as herein provided. The
      appraisal shall be for the Dunmore Owned Facility, Baltimore Owned Facility
      or
      the New Orleans Owned Facility in AS IS, WHERE IS condition, free and clear
      of
      all tenancies.  Seller shall pay for its MAI Appraiser(s), and
      Purchaser shall pay for their MAI Appraiser(s).  Fair Market Price
      shall be determined no less than twenty (20) days prior to the applicable
      Closing Date.  If the appraisals, for either building, are within ten
      (10%) percent of each other, the average value of the two (2) appraisals shall
      be the Fair Market Price with respect to such property.  If the
      difference between the two (2) appraisals, for either building, is greater
      than
      ten (10%) percent, the two (2) MAI Appraisers shall designate a third (3rd) MAI Appraiser
      and
      the value given in that appraisal shall be the Fair Market Price for that
      building.  Seller and Purchaser shall each pay fifty (50%) percent of
      the fee of the third (3rd) MAI
      Appraiser.  Once the Fair Market Price is determined, it will be
      multiplied by [*]
      for the
      Dunmore Owned Facility and the New Orleans Owned Facility and by [*]
      for the
      Baltimore Owned Facility, and the resulting sum for each building, will be
      the
      amount Purchaser shall pay for the Dunmore Owned Facility, the New Orleans
      Owned
      Facility and the Baltimore Owned Facility respectively.  Purchaser
      will then charge Seller (through the upcharge as set forth in the Supply
      Agreement) at a cap rate determined by the MAI Appraisers.   For
      example if the combined purchase price for the Dunmore Owned Facility, the
      New
      Orleans Owned Facility and the Baltimore Owned Facility is [*]
      and the cap
      rate is [*],
      then
      Seller will be charged an upcharge based on an annual figure of [*].  The
      MAI Appraisers shall derive the cap rate from comparable sales for properties
      leased to tenants with credit ratings  similar to the
      Seller.  If Purchaser, at any point in time, decides to sell the
      Dunmore Owned Facility, Baltimore Owned Facility or the New Orleans Owned
      Facility, Seller and Purchaser
      will****[*]****in either the net profit or
      net loss arising from such sale(except for in the case of the Baltimore Owned
      Facility, where Seller shall be entitled to [*]
      of any net
      profit




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


29


or
      [*]
      of any net
      loss), unless Purchaser decides to sell at a loss intentionally as part of
      its
      tax strategy.





Section
      8.17  IT
      Services.  Purchaser may request, and if so, Seller will provide
      Purchaser with access to certain information technology systems and services
      as
      set forth on Schedule 8.17 after each applicable Closing in order to effectuate
      a smooth transition of the Business.





Section
      8.18  Exhibits.  The Parties agree that the attached
      exhibits and schedules ("Exhibits") may not at the time of execution of
      this Agreement all be final and shall be supplemented and/or revised prior
      to
      the applicable Closings or at another time to be mutually agreed to by the
      Parties.  The Parties acknowledge and agree that substantially all of the
      terms of the Exhibits have been agreed upon and are reflected in the attached
      Exhibits and accordingly the Exhibits shall be in substantially similar forms
      as
      the Exhibits attached to this Agreement on the date hereof.  The Parties
      agree to engage in subsequent good faith negotiation with respect to any
      outstanding issues or requested supplements or revisions to the
      Exhibits.





Section
      8.19  Repairs.  Prior to the Procurement Conversion
      Date for each Acquired Facility, the Parties will in good faith agree on a
      list
      (the "List") of repairs ("Repairs") for which Seller will
      reimburse Purchaser for the cost of such Repairs.  The Repairs for which
      Seller will be responsible for providing reimbursement are: (i) those that
      are
      required by law as of the applicable Procurement Conversion Date;  and
      (ii) those that are on the List.  The Parties shall place on the List
      those Repairs that they reasonably agree should be or will become necessary
      to
      be repaired within [*]
      of the
      applicable Procurement Conversion Date.  No Repair shall be done by
      Purchaser without Seller approving an estimated cost thereof, which approval
      shall not be unreasonably withheld, conditioned or delayed.  If there
      is a disagreement over the determination of such Repairs or the estimated cost
      thereof, then the Parties shall submit such dispute to an engineering firm
      mutually agreed to by the Parties.





**ARTICLE
      IX**


**INDEMNIFICATION**





Section
      9.1  Survival.  The representations and warranties
      contained in this Agreement shall sur­vive the applicable Closing and
      con­tin­ue in full force and effect for a[*],
      except for
      the representation and warranties in [*]
      which will
      survive forever, subject to Section 9.5(a)(i).  All of the covenants
      and other indemnities of the Parties set forth in this Agreement shall survive
      the applicable Closing and con­tinue in full force and effect according to
      their respec­tive terms.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


30








Section
      9.2  Indemnification Provisions for Benefit of
      Purchaser.





(a)
      From
      and after the applicable Closing Date, Seller shall indem­ni­fy,
      reimburse, hold harm­less and defend Pur­chaser and its Affili­ates,
      and their respec­tive officers, direc­tors, employees, and agents
      (indi­vidual­ly, a "Pur­chaser Indem­nitee" and,
      collective­ly, the "Purchaser Indemnitees"), for, from and against
      all demands, claims, actions or causes of action, assess­ments, losses,
      damag­es, injury, liabilities, reasonable costs and expenses (including
      interest and penalties and reasonable expenses of inves­tigation,
      consultation and attorney's fees (including cost of enforcement of indemnity)
      disbursements and expenses) (collec­tively, "Losses") arising,
      directly or indirectly, out of:  (i) any breach of any
      representa­tion or warranty of Seller contained in this Agreement; (ii) any
      breach of any cove­nant of Seller set forth in this Agree­ment; (iii)
      except for matters relat­ing to any Environ­mental Condition, which are
      covered by the indem­ni­fi­cation pro­vid­ed for in
      Sec­tion 9.2(b) hereof, any fail­ure of Seller to pay, perform or
      dis­charge the Excluded Liabilities or any other liabili­ties or
      obliga­tions of Seller (other than the Assumed Lia­bili­ties and
      liabili­ties expressly assumed by Purchaser in this Agreement­),
      including obligations under the Assumed Contracts or Leases prior to the
      applicable Closing or the Delayed Closing, as applicable; and obligations under
      the New Orleans Lease at all times except as expressly set forth in the New
      Orleans Sublease and obligations related to the Dunmore Owned Facility,
      Baltimore Owned Facility and the New Orleans Owned Facility occurring or arising
      from circumstances that occurred prior to the applicable Closing; (iv) except
      for matters relating to any Environmental Condition, which are covered by the
      indemnification provided for in Section 9.2(b) hereof, di­rect­ly or
      indi­rect­ly, the owner­ship, use or opera­tion of the Acquired
      Assets, including any Improvement not constructed in compliance with law (unless
      protected by a grandfather clause, except that if the grandfather clause does
      not inure to the benefit of Purchaser, Purchaser and Seller will discuss and
      work together to bring the Improvement in compliance with law at Seller's cost
      and expense) or operated by Seller, its Affiliate, officer, director, employee
      or agent in violation of applicable law,  and any repair, alteration,
      restoration or improvement in connection with each Acquired Facility arising
      or
      accruing prior to the applicable Closing Date, including those matters set
      forth
      on Schedules 4.1(e)(vi), 4.1(e)(vii) and 4.1(h),  or the employment of
      the Affected Employees prior to the applicable Closing or the Delayed Closing,
      as applicable; (v) Incremental Facility Use Expenses; and (vi) operation of
      the
      Business prior to the applicable Closing (unless due to a negligent act or
      omission of Purchaser or C&S or anyone acting through or on behalf of
      Purchaser or C&S).





(b)  Notwithstanding
      anything to the contrary contained herein and in addition to the
      indemni­fication set forth in Section 9.2(a) above, from and after the
      applicable Closing Date, Seller shall indemnify, reimburse, hold harmless and
      defend the Purchaser Indemnitees for, from and against all Losses aris­ing,
      directly or indirectly, out of:  (i) any condi­tion,
      cir­cum­stances, activity, practice or incident (on-site or off-site)
      related to or in con­nec­tion with the Acquired Facilities (or any
      off-site loca­tion relat­ing to the business con­ducted at the
      Ac­




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


31


quired
      Facilities) which forms or is reasonably likely to form the basis of any claim,
      action or cause of action, suit, expense or liabil­ity under any
      Environmental Law, including but not limited to statutory or common law claims
      by any Governmental Authority or private party (an "Environmental
      Condi­tion"), including those items listed on Schedule 4.1(o), whether
      or not such Environmental Condition was discov­ered by Purchaser during its
      due dili­gence investigation of the Acquired Facilities and whether or not
      Purchaser delivered written notice to Seller with respect to which discovery
      prior to the applicable Closing, as long as such Environmental Condition
      existed, arises out of conditions or circumstances that occurred or existed,
      or
      was caused, in whole or in part, on or prior to the applicable Closing Date
      (provided, however, if only caused in part prior to the applicable Closing
      Date,
      Seller shall only be responsible for remediating the Environmental Condition
      to
      the extent attributable to the part that existed, occurred, arose out of
      conditions or circumstances that occurred or existed, or was caused, on or
      prior
      to the applicable Closing Date, in accordance with Section 9.3(b)(ii)); and
      (ii)
      the breach by Seller of any environmental representation or warranty set forth
      in Section 4.1(o) of this Agreement.  Seller's
      indem­nifica­tion obligations in this Section 9.2(b) shall include
      remediating or otherwise resolving, in compliance with all applicable laws
      (including all Environmental Law), regulations and good industry practice,
      at
      its sole cost and expense, any Environ­mental Condition for which
      indemnifi­cation is granted under this Section 9.2(b).





Section
      9.3  Indemnification Provisions for Benefit of
      Seller.  (a) From and after the applicable Closing Date, Purchaser
      shall indemnify, reimburse, hold harm­less and defend Seller and its
      Affiliates, and their respec­tive offi­cers, directors, employees, and
      agents (individ­ually, a "Seller Indemnitee" and, col­lectively,
      the "Seller Indemnitees") for, from and against all Losses, arising,
      directly or indirectly, out of :  (i) any breach of any representation
      or warranty of Purchaser contained in this Agreement; (ii) any breach of any
      covenant of Purchaser set forth in this Agree­ment; (iii) except for matters
      relating to any Environmental Condition, which are covered by the
      indemnification provided for in Section 9.3(b) hereof, any failure of Purchaser
      to pay, perform or dis­charge any of its obligations under the As­sumed
      Liabilities or any other obligations or liabilities of Purchaser set forth
      in
      this Agreement (excluding the Excluded Liabilities and the New Orleans Lease
      and
      any liabilities retained by Seller pursuant to this Agreement), including
      obligations under the Assumed Contracts or Leases after the applicable Closing
      or Delayed Closing as applicable and obligations related to the Dunmore Owned
      Facility, Baltimore Owned Facility and the New Orleans Owned Facility arising
      from circumstances that occurred after the applicable Closing Date (except
      as
      set forth in Section 9.2(a)(iv)), and the New Orleans Sublease; (iv) except
      for
      matters relating to any Environmental Condition, which are covered by the
      indemnification provided for in Section 9.3(b), hereof, directly or indirectly,
      the ownership, use or operation of the Acquired Assets, including any
      Improvement constructed after the applicable Closing, but not in compliance
      with
      law (unless protected by a grandfather clause), or operated by Purchaser, its
      Affiliate, officer, director, employee or agent in violation of applicable
      law,
      and any repair, alteration, restoration or




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


32


improvement
      in connection with each Acquired Facility, arising or accruing after the
      applicable Closing Date; and (v) operation of the Business after the applicable
      Closing (unless due to a negligent act or omission of Seller or anyone acting
      through or on behalf of Seller ).





(b)  Notwithstanding
      anything to the contrary contained herein and in addition to the indemnification
      set forth in Section 9.3(a) above, from and after the applicable Closing Date,
      Purchaser shall indemnify, reimburse, hold harmless and defend the Seller
      Indemnitees for, from and against all Losses, arising, directly or indirectly,
      out of:  (i) any Environmental Condition at the Acquired Facilities
      (or any off-site location related to the business conducted at the Acquired
      Facilities controlled or owned by Purchaser) which arises after the date of
      the
      applicable Closing (unless such Environmental Condition existed, arises out
      of
      conditions or circumstances that occurred or existed, or was caused, in whole
      or
      in part, on or prior to the applicable Closing Date but then such exclusion
      shall only be to the extent that Seller is responsible as more particularly
      set
      forth in Section 9.2(b)); (ii) for the incremental additional costs of
      performing remediation with respect to an Environmental Condition but only
      if
      and to extent arising directly as a result of the acts or omissions of Purchaser
      or anyone using the Acquired Facilities after the applicable Closing (except
      by
      Seller, its Affiliate, officer, director, employee or agent); or (iii) any
      Environmental Condition whether arising before, on or after the applicable
      Closing Date if caused by Purchaser during its due diligence examination of
      the
      Acquired Facilities (provided, however, if only caused in part by Purchaser,
      Purchaser shall only be responsible for the incremental additional costs of
      performing remediation with respect to the Environmental Condition to the extent
      arising directly as a result of the acts or omissions of Purchaser or its agents
      during Purchaser's due diligence examination).  Purchaser's
      indemnification obligations in this Section 9.3(b) shall include remediating,
      or
      otherwise resolving, in compliance with all applicable laws (including
      Environmental Law), regulations and good industry practice, at its sole cost
      and
      expense, any Environmental Condition for which indemnification is granted under
      this Section 9.3(b).





Section
      9.4  Procedures Relating to Indemnifi­cation. In order for
      an Indemnitee to be entitled to any indemnification provided for under this
      Agreement in respect of, arising out of or involving a claim made against the
      Indemnitee, such Indemnitee must notify the party who may become obligated
      to
      provide indemnification hereunder (the “Indemnifying Party”) in writing,
      and in reasonable detail, of the claim promptly; provided,
however, that failure to give such notification shall not affect the
      indemnification provided hereunder except to the extent the indemnifying party
      shall have been prejudiced as a result of such failure.  After any
      required notification (if applicable), the Indemnitee shall deliver to the
      indemnifying party, promptly after the Indemnitee’s receipt thereof, copies of
      all notices and documents (including court papers) received by the Indemnitee
      relating to the claim.  All indemnity provisions for the benefit of
      Seller or Purchaser shall survive the applicable Closing forever, unless
      otherwise set forth herein.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


33








Section
      9.5  Time Limitations.




(a)  Seller
      will have no liability with respect to any representation or warranty unless
      notice is given to Seller prior to the expiration of the following
      periods:




(i)  for
      the representations and warranties set forth in Sections [*]
      - at any
      time after the applicable Closing Date; provided that Purchaser shall, with
      respect to title claims, look first to the coverage of any title insurance
      policy; or




(ii)  for
      all other representations and warranties – [*]
      after the
      applicable Closing Date.




Section
      9.6.   General Indemnification Provisions.  (a)
      An indemnifying party shall not be obligated to provide indemnification until
      the aggregate amount of Losses subject to its indemnification obligations
      exceeds [*]
      (the
“Basket Amount”), provided that once the Basket Amount is exceeded, the
      indemnifying party shall provide indemnification from the first dollar of such
      Losses.





(b)   If
      the
      indemnifying party agrees to defend an Indemnitee and respond to any
      Environmental Claim, then the following provisions will apply:




(i)  If
      Seller is the indemnifying party, Purchaser will permit Representatives of
      Seller to enter onto Purchaser's Facilities at all reasonable times for the
      purpose of inspection or conducting such environmental tests or remediation
      as
      Seller may reasonably desire with respect to the Environmental Claim, all at
      Seller's expense and in accordance with this Section 9.6;





(ii) The
      indemnifying party will provide to the Indemnitee copies of all reports,
      correspondence and other documents regarding the matter for which an
      Environmental Claim has been made;





(iii) The
      Indemnitee shall have the right, at its option and at its own expense, to
      participate in and be present at the defense of the Environmental Claim, but
      not
      to control the defense, negotiation or settlement thereof, which control shall
      remain with the indemnifying party.





(c)    If
      the
      indemnifying party does not elect to control the defense of an Environmental
      Claim under paragraph (b) of this Section 9.6, then the indemnifying party
      shall promptly reimburse the Indemnitee for reasonable expenses, including
      but
      not limited to reasonable attorney and paralegal and expert fees and
      disbursements, incurred by the Indemnitee




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


34


in
      connection with defense of any Environmental Claim, as and when the same shall
      be incurred by the Indemnitee.  Any person who has not assumed control
      of the defense of any Environmental Claim shall have the duty to cooperate
      with
      the party which assumed such defense and the terms of this Section 9.6(c) will
      apply.





(d)    Unless
      otherwise set forth in the Confidentiality Agreement, dated March 3, 2005 by
      and
      between Seller and C&S ("Confidentiality Agreement") (Purchaser
      agreeing to be bound by its terms as if a signatory), each Party agrees to
      keep
      all information received concerning the environmental condition of the
      Facilities in strict confidence with the same degree of care as it accords
      to
      its own confidential information.  Except as required by law, neither
      Party will disclose such information to anyone other than its Representatives,
      whom each Party agrees to place under the same confidentiality
      obligation.





(e)     The
      indemnifying party shall reimburse an Indemnitee for all reasonable attorney,
      paralegal and expert fees and disbursements incurred in connection with any
      effort or action to compel an indemnifying party to honor its indemnification
      obligation.





**ARTICLE
      X**


**TERMINATION**





Section
      10.1  Termination. This Agreement may be terminated by giving
      written notice to the other Party, subject to the following:





(a)  by
      mutual written agreement of the Parties and C&S;





(b)  by
      Seller or Purchaser, if there shall be any order that is final and
      nonap­pealable preventing the consummation of the transactions contemplated
      hereby and the Party seeking to terminate the Agreement pursuant to this Section
      10.1(b) has com­plied in all respects with its obligations under Section
      8.7.  In such event, the Parties and C&S agree to meet and
      negotiate in good faith as to how to adapt the Supply Agreement to conform
      with
      such order;





(c)  by
      Seller or Purchaser, on or after October 1, 2005, if the first Closing shall
      not
      have occurred by that date, or if all Closings have not occurred by January
      1,
      2006, provided, in such case, the Parties and C&S agree to negotiate in good
      faith to work out a solution;





(d)  by
      Purchaser, if Seller or any of its Affiliates shall have breached or violated
      in
      any material respect any of its covenants set forth in this Agreement, and
      such
      breach or violation shall not have been cured within [*]
      (or such
      longer period as may be necessary to cure the same with due diligence) after
      written notice thereof has been given by Purchaser to




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


35


Seller,
      or if any of Seller's material representations and warranties made herein are
      not true in any material respects, provided if such breach cannot be cured
      prior
      to the applicable Closing, the Parties and C&S will negotiate in good faith
      to work out a solution;





(e)  by
      Purchaser, as to any Ac­quired Facility, in the event any condi­tion(s)
      to the applicable Clos­ing set forth in Arti­cle VI hereof has not been
      met as to such Ac­quired Facili­ty and Purchaser has not waived such
      unmet condi­tion as to such Ac­quired Facili­ty, or any of the
      Acquired Facilities shall be damaged or destroyed by casualty, or a condemnation
      proceeding shall have been initiated with respect to an Acquired Facility,
      provided that if Purchaser terminates this Agreement as to any such affected
      Acquired Facility, that portion of the Purchase Price allocated to the affected
      Acquired Facility will be reduced accordingly, and provided in such event,
      the
      Parties and C&S will negotiate in good faith to work out a solution
      .





(f)  by
      Seller if Purchaser or any of its Affiliates shall have breached or
      vio­lat­ed in any material respect any of its covenants set forth in
      this Agreement, and such breach or violation shall not have been cured within
      [*]
      (or
      such longer period as may be necessary to cure the same with due diligence)
      after written notice thereof has been given by Seller to Purchaser or if any
      of
      Purchaser's material representations and warranties made herein are not true
      in
      any material respects, provided, in such event, the Parties and C&S will
      negotiate in good faith to work out a solution.





(g)  by
      Purchaser, as to any Acquired Facility, if Purchaser's due diligence
      investigations with respect to title or environmental matters relating to such
      Acquired Facility disclose to Purchaser a condition that will have a material
      adverse impact on Purchaser's ability to comply with its performance under
      or
      obligations under the Supply Agreement, provided that if Purchaser terminates
      this Agreement as to any such Acquired Facility, the portion of the Purchase
      Price allocated to the Acquired Facility as set forth in Schedule 8.10, will
      be
      reduced accordingly, provided, in such event, the Parties and C&S will
      negotiate in good faith to work out a solution.





Section
      10.2  Effect of Termination.  Except as set forth in
      this Section 10.2, in the event of the termination of this Agreement pursuant
      to
      Section 10.1, this Agreement shall forthwith become null and void, there shall
      be no liability on the part of any Party or any of their respective officers,
      directors, subsid­iaries, Affiliates or associates to any other Party and
      all rights and obligations of any Party hereto shall cease; provided,
however, that the foregoing shall not restrict or otherwise limit
      the
      liability of any Party arising out of or relating to such
      Party's  breach of this Agreement.





**ARTICLE
      XI**


**OPERATIONS
      PENDING CLOSING**




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


36








Section
      11.1  Pending Operations.  From and after the date
      hereof and continuing until the applicable Closing, Seller, as the case may
      be,
      shall (i) con­tinue to operate, maintain and manage the Leased Facilities in
      accor­dance with the terms of the Leas­es, respec­tive­ly, and,
      along with the Dunmore Owned Facility, Baltimore Owned Facility and the New
      Orleans Owned Facility, consistent with past practic­es, and in
      accor­dance with the terms of this Agree­ment.  If Seller
      receives notice of a code violation prior to the applicable Closing, Seller
      shall promptly notify Purchaser of the same, and  will correct the
      same prior to the applicable Closing or escrow a reasonable amount with the
      Title Company at the applicable Closing to cover the cost of such correction;
      and (ii) operate the Business conducted at the Acquired Facilities in the
      ordinary course con­sistent with past practice and shall use all reasonable
      best efforts to pre­serve intact its goodwill, keep avail­able the
      ser­vices of its employees and preserve the goodwill and business
      rela­tionships with its suppli­ers and others having business
      relation­ships with it at the Acquired
      Facilities.  Notwithstanding the preceding sentence, the Parties
      acknowledge that throughout the transition, Purchaser shall have control over
      certain aspects of the Business (specifically, the employees) and thus, Seller
      shall not be in breach of this section if such breach is caused by Purchaser
      or
      is otherwise out of the control of Seller.  Fur­ther, during the
      afore­said peri­od, (i) Seller shall not place any liens (unless such
      lien can be satisfied, bonded over or covered by an indemnity acceptable to
      the
      Title Company prior to the applicable Closing) on or encumber the Acquired
      Facili­ties or the Acquired Assets or take any action which would cause it
      to be unable to perform under this Agree­ment; (ii) Seller shall keep all
      per­mits and licenses required for the operations of the Acquired Facilities
      and the Acquired Assets and which are in Seller's name in full force and effect
      to the extent required by law; (iii) Seller will not enter into any new service
      contract with respect to the Acquired Facilities and the Acquired Assets unless
      same shall be cancel­able for any reason or no reason at all and without
      penalty by Seller upon thirty (30) days notice or less; (iv) Seller shall
      main­tain all insurance policies now affecting the Acquired Facilities and
      the Ac­quired Assets (and which are presently maintained by Seller) in full
      force and effect and pay all premi­ums and charges re­quired
      thereun­der provided that such policies remain available at commercially
      reasonable rates and provided further that Seller may substitute the existing
      insurance poli­cies with a substantially similar policy or policies
      including through another insurer of comparable rating;  (v) Seller
      shall not sell, lease, sublease, transfer, mortgage or pledge any of the
      Ac­quired Facili­ties and the Acquired Assets (except to reduce
      inventory levels consistent with this Agreement); (vi) Seller will not amend,
      modify or terminate (unless required by the lease through no fault or action
      of
      Seller) any of the Leases, and shall pay all amounts and perform all obligations
      under each such Lease; and (vii) Seller shall provide Purchaser with copies
      of
      any and all default or other notices from landlords or other parties concerning
      the Leases or the premises covered by such Leases that will have a material
      impact on Purchaser's use of the Leases, and Seller shall use good faith efforts
      to provide all notices concerning the Leases or the premises to
      Purchaser.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


37








**ARTICLE
      XII**


**DEFINITIONS**





Section
      12.1  Certain Defined Terms.  As used in this
      Agreement, the following terms shall have the fol­lowing
      meanings:





(a)  "Acquired
      Assets" shall have the meaning specified in Section 1.1.





(b)  "Acquired
      Facilities" shall have the meaning specified in the preamble to this
      Agreement.





(c)  "Actual
      Cost" means the amount paid by Seller for any item con­tained in the
      Transferred Inventory or Non-Acquired Facilities Inventory as reflected on
      Seller's books and records, which amount shall not include any earned cash
      discounts and retail billbacks.





(d)  "Affected
      Employees" shall mean all individuals who are employed by Seller or any of
      its Affiliates at the Acquired Facilities on the date of the applicable
      Closing.





(e)  "Affiliate"
      shall mean, as to any entity, any person or entity that directly or indirectly
      con­trols, is controlled by, or is under common control with such first
      entity.  For purposes of the foregoing definition, "control" means the
      power to direct the business policies and affairs of an entity whether by reason
      of ownership of voting securities, by control or otherwise.





(f)  "Applicable
      Law" shall mean all applicable laws, statutes, orders, rules, regulations,
      policies or guidelines promulgated, or judgments, decisions or orders entered
      by
      any Governmental Authority.





(g)  "Assumed
      Collective Bargaining Agreements" shall mean the collective bargaining
      agreements listed on Schedule 12.1(g) hereto, true and complete copies of which
      are attached to such schedule.





(h)  "Assumed
      Contracts shall mean the equip­ment leases and other contracts itemized
      on Exhibit B-1 hereto.





(i)  "Assumed
      Liabilities" shall have the meaning specified in Section 3.2. The amount of
      each Assumed Liability which is a fixed amount shall be set forth with its
      respective Assumed Contract on Exhibit B-2.





(j)  "Baltimore
      Deed"




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


38








(k)  "Baltimore
      Facility Lease" shall mean the lease for the facility located at Baltimore,
      Maryland.





(l)  "Baltimore
      Facility Lease Assignment" shall have the meaning specified in Section
      1.1(g).





(m)  "Baltimore
      Owned Facility"





(n)  "Business"
      shall mean the warehousing and transportation operations currently conducted
      at
      and from the Acquired Facilities.





(o)
      "Closing" shall have the meaning specified in Section 7.1.





(p)  "Closing
      Date" shall mean the date on which the applicable Closing
      occurs.





(q)  "Contribution
      Period" shall have the meaning specified in Section 3.3(d).





(r)  "Conveyance
      Taxes" shall have the meaning specified in Section 8.8.





(s)  "Damaged
      Equipment" shall have the meaning specified in Section 4.1(h).





(t)  "Delayed
      Closing" shall have the meaning specified in Section 7.1.





(u)  "Dunmore
      Deed" shall have the meaning specified in Section 7.2(b).





(v)  "Dunmore
      Owned Facility" shall have the meaning specified in the preamble to this
      Agreement.





(w)
      "Edison Facility" shall mean the facility located in Edison, New
      Jersey.





(x)  "Environmental
      Claim" shall mean (A) any notice (written or oral) by any person or entity
      alleging potential liability (including, without limitation, potential liability
      for investigatory costs, cleanup costs, governmental response costs, natural
      resources damages, property damages, personal injuries, or penalties) arising
      out of, based on or resulting from (i) the presence, or release into the
      environments of any Material of Environmental Concern at any




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


39


location,
      whether or not owned by Seller or (ii) circumstances forming the basis of any
      violation, or alleged violation, of any Environmental Law; or (B) any claim
      pursuant to Section 9.2(b) or Section 9.3(b) of this Agreement.





(y)  "Environmental
      Condition" shall have the meaning specified in Section 9.2(b).





(z)  "Environmental
      Law" shall mean all feder­al, state and local laws, regulations, rules
      and ordi­nances, as well as all common law theories of liability, relating
      to contamination,******pollution or protection of the
      envi­ronment or human health or safety in relation there­to,
      in­clud­ing, with­out limitation, laws relating to Releases or
      threat­ened Releases of Materials of Environmental Concern into the indoor
      or outdoor environment (including, with­out limita­tion, ambient air,
      surface water, groundwater and surface and subsurface strata) or otherwise
      relating to the manufac­ture, processing, distribution, use, treat­ment,
      storage, Release, transport or handling of Materials of Environmental Concern,
      and all laws and regulations with regard to record keep­ing, notification,
      disclosure and reporting requirements respecting Materials of Environmental
      Concern, and all laws relating to endangered or threatened species of fish,
      wildlife and plants.





(aa)  "Equipment
      Assets" shall have the meaning specified in Section 1.1(c).





(ab)  "ERISA"
      shall have the meaning set forth in Section 3.3(a).





(ac)  "ERISA
      Affiliate" shall have the meaning specified in Section 3.1.





(ad)  "Excluded
      Assets" shall have the meaning specified in Section 1.1.





(ae)  "Excluded
      Liabilities" shall have the meaning specified in Section 3.1.





(af)  "Fair
      Market Price" shall have the meaning specified in Section 8.16.





(ag)  "Freshtown
      Facility" shall mean the facility located at Freshtown, New
      York.





(ah)  "Governmen­tal
      Author­ity" shall mean any foreign, federal, state, local or other
      governmental, administrative or regulatory authori­ty, body, agency, court,
      tribunal or similar entity.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


40








(ai)  "Improvements"
      shall mean all build­ings, structures and other improvements included within
      each Acquired Facili­ty.





(aj)  "Incremental
      Facility Use Expenses" shall mean any incremental cost, expense or liability
      (in­clud­ing, without limi­tation, any rental payment for temporary
      facilities or replacement facili­ties­, sever­ance pay­ment,
      addi­tion­al labor or trans­por­tation cost or simi­lar
      charge) that C&S reason­ably incurs in order to perform its
      obliga­tions under the Supply Agreement as a re­sult, di­rectly or
      indi­rect­ly, of Seller's fail­ure to deliv­er at the applicable
      Closing the full use of the Acquired Facil­i­ties (in­cluding,
      with­out limi­tation, due to remediation, casualty or destruc­tion
      of any Acquired Facil­i­ty) and which incremental cost, expense or
      lia­bil­ity would not have been incurred had such Acquired Facil­ity
      been fully and completely available for use by Purchaser.





(ak)  "Indemnitee"
      shall mean any of the Pur­chaser's Indemnitees or Seller's
      Indemnitees.





(al)  "Inventory
      List" shall have the meaning specified in Section 8.3.





(am)  "Islip
      Facility Lease" shall mean the lease for the facility located at Islip, New
      York.





(an)  "Islip
      Facility Lease Assignment" shall have the meaning specified in Section
      1.1(f).





(ao)  "Knowledge"
      shall mean the knowledge of any director level, vice president or more senior
      officer of Seller or Purchaser, as applicable.





(ap)  "Leased
      Facilities" shall mean the Islip Leased Facility, Baltimore Leased Facility
      and the New Orleans Leased Facility.





(aq)  "Leases"
      shall have the meaning specified in Section 4.1(e)(viii)(1).





(ar)  "Liens"
      shall mean any lien, charge, claim, pledge, covenant, security interest,
      conditional sale agreement or other title retention agreement, lease, mortgage,
      judgment, tax, assessment, restriction, reservation, reversion, license,
      security agreement, option, right to purchase or other encumbrance, other than
      the Permitted Encumbrances and exclusive of the lien for any public improvement
      which may be paid in installments in connection with or as part of bills from
      public authorities for taxes which are not yet due and payable.





(as)
      "Litigation" shall have the meaning specified in Section
      4.1(j).




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


41








(at)  "Losses"
      shall have the meaning specified in Section 9.2.





(au)  "Material
      Assumed Contracts" shall have the meaning specified in Section
      6.1(c).





(av)  "Material
      Handling Equipment" shall mean equipment used to move product from place to
      place within a warehouse, including but not limited to fork lifts and pallet
      jacks.





(aw)  "Materials
      of Environmental Concern" shall mean any toxic, hazardous, radioactive,
      caustic or dangerous substances, wastes, chemicals, pollutants or contaminants
      or any other substances that are defined as any of the above by, or regulated
      as
      such under, any Environmental Law, in­cluding, without limitation,
      petroleum, petroleum products and asbestos; and any fungi, mold, bacteria or
      other organic or inorganic matter that is injurious to human
      health.





(ax)  "Multiemployer
      Pension Plans" shall have the meaning specified in Section
      4.1(p)(ii).





(ay)  "New
      Orleans Facility Lease" shall mean the lease for the facility located at New
      Orleans, Louisiana.





(az)  "New
      Orleans Deed" shall have the meaning specified in Section
      7.2(c).





(ba)  "New
      Orleans Sublease" shall have the meaning specified in Section
      1.1(h).





(bb)  "New
      Orleans Owned Facility" shall have the meaning set forth in the preamble to
      this Agreement.





(bc)
      "Non-Acquired Facilities Inventory" shall have the meaning specified in
      Section 8.4.





(bd)  "Out-of-Code
      Merchandise" shall mean merchandise that C&S cannot reasonably sell and
      deliv­er to Seller within the code dates set forth in the Supply
      Agreement.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


42








(be)  "Owned
      Facilities" shall mean the Dunmore Owned Facility, Baltimore Owned Facility
      and the New Orleans Owned Facility.





(bf)  "PBGC"
      shall have the meaning specified in Section 3.3(d).





(bg)  "Permitted
      Encumbrances" shall mean with respect to the Acquired Facilities, the
      standard exclusions in the form of owner’s policy of title insurance (or
      leasehold title insurance policy, as the case may be), provided however that
      the
      Title Company deletes such exceptions upon receipt of the standard form of
      Owner's (or Lessee's) Affidavit; (ii) with respect to the Acquired Facilities,
      such matters of record as would be disclosed by a current and accurate survey
      and inspection of the Real Property that do not, individually or in the
      aggregate, materially impair the value or intended use of the Acquired
      Facilities; (iii) liens for taxes not due and payable on or before the
      applicable Closing Date; (iv) with respect to the Acquired Facilities, all
      recorded easements, covenants, restrictions, reservations, rights-of-way and
      other similar matters of record as of the date of Seller’s execution of this
      Agreement, provided the same do not, individually or in the aggregate,
      materially impair the value or intended use of the Acquired Facilities; (v)
      mechanics' liens and other like Liens imposed by law arising or incurred in
      the
      ordinary course of business consistent with past practice with respect to
      amounts not yet due (provided that such amounts arising or accruing prior to
      the
      relevant Closing Date shall be Excluded Liabilities), and provided that
      Title Company deletes such exceptions upon receipt of the standard form of
      Owner's or Lessee's Affidavit and/or an indemnity.





(bh)  "Procurement
      Conversion Date" shall mean August 28, 2005 with respect to the Baltimore
      Leased Facility and the Baltimore Owned Facility; September 18, 2005 with
      respect to the Islip Leased Facility; October 2, 2005 with respect to the New
      Orleans Owned and Leased Facilities; and October 16, 2005 with respect to the
      Dunmore Owned Facility.





(bi)  "Purchase
      Price" shall have the meaning specified in Section 2.1(a).





(bj)  "Purchaser
      Indemnitee" and "Purchaser Indemnitees" shall have the meanings
      specified in Section 9.2.





(bk)  "Readily
      Saleable Merchandise" shall mean merchandise that (i) is not Out-Of-Code
      Merchandise and (ii) in C&S' reasonable judgment based upon C&S'
      previ­ous expe­ri­ence, C&S can resell promptly with­out
      dis­counts to Seller.





(bl)  "Related
      Agreements" shall have the meaning specified in the preamble to this
      Agreement.




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


43








(bm)  "Release"
      shall mean any release, spill, emission, leak­ing, pumping, injection,
      deposit, disposal, discharge, dispersal, leaching or migration into the indoor
      or outdoor environment (including, with­out limitation, ambient air, surface
      water, groundwater, and surface or subsurface strata) or into or out of any
      property, in­cluding the movement of Materials of Environmental Concern
      through or in the air, soil, surface water or groundwa­ter.





(bn)  "Rent"
      shall have the meaning specified in Section 8.9(b)(i).





(bo)  "Seller
      Indemnitee" and "Seller Indemnitees" shall have the mean­ings
      specified in Sec­tion 9.3.





(bp)  "Straddle
      Period" shall mean any taxable period beginning before the applicable
      Closing Date and ending after the applicable Closing Date.





(bq)  "Supply
      Agreement" shall have the meaning specified in the preamble to this
      Agreement.





(br)  "Tax"
      shall mean any foreign, feder­al, state or local income, gross receipts,
      fran­chise, license, sever­ance, occupation, premium, environ­mental
      (including taxes under Code Section 59A), customs duties, profits,
      dis­ability, registration, alternative or add-on minimum, estimated,
      withholding, payroll, employ­ment, unemployment insurance, social security
      (or simi­lar), excise, sales, use, value-added, occupancy, fran­chise,
      real property, personal property, business and occupa­tion, mercantile,
      windfall profits, capital stock, stamp, transfer, workmen's com­pensation,
      litter control, or other tax, fee or imposition of any kind whatsoever,
      including any inter­est, penalties, additions, assessments or de­ferred
      lia­bility with respect thereto, whether disputed or not.





(bs)  "Tax
      Return" shall mean any return, report, declaration, claim for refund,
      estimate, elec­tion, or information statement or return relating to any Tax,
      including any schedule or attachment thereto, and any amendment
      there­of.





(bt)  "Title
      Company" shall have the meaning specified in Section 6.1(e).





(bu)  "Transferred
      Inventory" shall mean the inventory speci­fied in Section
      1.1(a).





(bv)
      "Transition Fee" shall have the meaning specified in Section
      8.15.





(bw)  "Utility
      Charges" shall have the meaning specified in Section
      8.9(a)(ii).




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


44








**ARTICLE
      XIII**


**MISCELLANEOUS**





Section
      13.1  Entire Agreement.  This Agree­ment,
      together with the exhibits hereto ­and the docu­ments re­ferred to
      here­in, in­clud­ing, without limita­tion, the Related
      Agree­ments, con­stitutes the entire agree­ment of the Par­ties
      and C&S with respect to the subject matter hereof and super­sedes all
      prior agreements and undertak­ings, both written and oral, be­tween
      C&S and the Parties hereto with respect to the subject matter
      hereof.  The Supply Agreement is incorporated herein by reference and
      made a part hereof.





Section
      13.2  Expenses.  Except as otherwise specified in
      this Agreement, all costs and expenses, including, without limitation, fees
      and
      disbursements of counsel, financial advisors and accountants, incurred in
      connection with this Agreement and the transaction con­templated hereby
      shall be borne by the Party or such Party's Affiliates incurring the
      same.





Section
      13.3  No Recording of Agreement.  Neither this
      Agreement nor any description of any of the transactions contemplated by this
      Agreement shall be recorded in the public records in any jurisdiction
      with­out the prior written consent of all
      Parties.  Not­with­standing the foregoing:  (i) the
      Parties may deliver copies of this Agreement (or descriptions of the
      transac­tions contemplated hereby) to any Governmental Authority the consent
      of which is required to consummate the trans­ac­tions contemplated by
      this Agreement; and (ii) within thirty (30) days prior to the applicable
      Closing, the Parties may file notices of settlement in the real estate records
      of the location of any of the Acquired Facilities with respect to the
      contem­plated transfer of each of the Acquired Facilities to
      Purchaser.





Section
      13.4  No Brokers.  Each Party repre­sents and
      warrants to the other Party that it has not dealt with any person (including
      any
      real estate broker) in a way that would entitle such person to any broker's
      fee,
      finder's fee, commission or similar payment in connection with the execution
      and
      delivery of this Agree­ment or any Related Agreement or the consummation of
      the transactions contemplated by this Agreement or any Relat­ed
      Agreement.  Each Party hereby agrees to de­fend, indem­nify
      and hold the other Parties harmless from any liabil­ities for brokerage
      commissions or similar payments that are deter­mined to be due as a result
      of the dealings of the indem­nifying Party with such other
      per­sons.





Section
      13.5  Amendments.  This Agreement may not be amended
      or modified except by an instrument in writing signed by, or on behalf of,
      each
      of Seller, Purchaser and C&S.





Section
      13.6  Notices.  All notices, requests, claims,
      demands and other communications hereunder shall be in writing and shall be
      given or made (and shall be deemed




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


45


to
      have
      been duly given or made upon receipt) by delivery in person, by courier service,
      recognized overnight delivery service, or by registered or certified mail
      (postage pre­paid, return receipt requested) to the respective Parties at
      the following addresses (or at such other address for a Party as shall be
      specified in a notice given in accor­dance with this Section
      13.6).








If
      to
      Purchaser:                     Ocean
      Logistics LLC


7
      Corporate Drive


Keene,
      NH
      03431


Attn:
      Richard B. Cohen, Chief Executive Officer


Phone:  (603)
      354-4600


Fax:
      (603) 354-4692





With
      a
      copy to:





Mark
      Gross


President,
      Chief Financial Officer and General Counsel


Phone:
      (603) 354-4604


Fax:  (603)
      354-4692





Carl
      G.
      Wistreich


Senior
      Vice President, Legal and Human Resources


Phone:
      (603) 354-4616


Fax:  (603)
      354-4694





If
      to
      Seller:                             The
      Great Atlantic & Pacific Tea Company, Inc.


2
      Paragon
      Drive


Montvale,
      NJ 07654


Attn:  Mitchell
      P. Goldstein





With
      a
      copy to:





Robert
      Volosin, Vice President Real Estate


470
      Chestnut Ridge Road


Woodcliff
      Lake, NJ 07677


Phone:  (201)
      571.4802


Fax:
      (201) 571.4821





and




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


46








Dina
      Willner, Group Counsel


470
      Chestnut Ridge Road


Woodcliff
      Lake, NJ 07677


Phone:
      (201) 571-4871


Fax:
      (201) 571.4879





and





The
      Great
      Atlantic & Pacific Tea Company, Inc.


90
      Delaware Avenue


PO
      Box
      2475


Patterson,
      NJ 07509-2475


Attn:  Senior
      Vice President of Supply and Logistics





Section
      13.7  Binding Effect; C&S Guaranty.





(a)  This
      Agreement shall be binding upon and inure to the benefit of Seller, Purchaser,
      C&S and their re­spec­tive succes­sors and as­signs, but no
      rights, inter­est or obli­ga­tion of either Party herein may be
      assigned without the prior written consent of the other except by Purchaser
      to
      C&S for any reason or to an Affiliate with respect to real estate matters
      only, provided Purchaser notifies Seller within five (5) days of the applicable
      Closing.





(b)  C&S
      hereby agrees that it is jointly and severally liable for the performance,
      obligations and liabilities of Purchaser set forth herein, and C&S further
      agrees to indemnify, defend and hold Seller harmless from any and all Losses
      accruing hereunder for a breach or default by Purchaser of an obligation set
      forth herein or arising hereunder, including Purchaser's obligations consistent
      with this Agreement, accruing under the Leases from and after the applicable
      Closing Date and under the New Orleans Sublease or accruing due to a breach
      or
      default by Purchaser with regard to the provisions relating to Affected
      Employees or Assumed Collective Bargaining Agreements set forth in this
      Agreement.  Seller may enforce this guaranty without first proceeding
      against Purchaser.  Notwithstanding the remainder of this provision,
      C&S shall be entitled to all defenses and benefits of this Agreement of
      Purchaser.  This guaranty shall survive the Closings.





Section
      13.8  Coun­terparts; Facsimile Signature.  This
      Agreement may be executed in one or more counterparts, all by the Parties hereto
      in separate counterparts, each of which when executed shall be deemed to be
      an
      original but all of which taken to­gether shall constitute one and the same
      agreement.  Any Party may execute this Agreement by
      facsimile




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


47


signature
      and the other Parties shall be entitled to rely on such facsimile signature
      as
      conclusive evidence that this Agreement has been duly exercised by such
      Party.





Section
      13.9  No Third-Party Beneficiaries.  This Agreement
      shall be binding upon and inure solely to the benefit of the Parties and their
      permitted assigns, and nothing herein, express or implied, is intended to or
      shall confer upon an other person any legal or equitable right, benefit or
      remedy of any nature whatsoever.





Section
      13.10  Severability.  If any term or other provision
      of this Agreement is invalid, illegal or incapable of being enforced by any
      law
      or public policy, all other terms and provisions of this Agreement shall
      nevertheless remain in full force and effect so long as the economic or legal
      substance of the transaction con­templated hereby is not affected in any
      manner materially adverse to any Party.  Upon such determination that
      any herein or other provi­sion is invalid, illegal or incapa­ble of
      being enforced, the Parties hereto shall negotiate in good faith to modify
      this
      Agreement so as to effect the original intent of the Parties as closely as
      possible in an acceptable manner in order that the transactions contemplated
      hereby are implemented as originally contem­plated to the greatest extent
      possible.





Section
      13.11 Headings.  The descriptive headings contained in this
      Agreement are for convenience of reference only and shall not affect in any
      way
      the meaning or interpretation of this Agreement.





Section
      13.12  Bulk Sales Indemnity.  Seller at Seller’s
      election shall either (i) comply with the provisions of the Uniform Commercial
      Code in effect which relate to the bulk transfer of assets; or (ii) or elect
      not
      to comply in which case, Purchaser waives compliance by Seller with the
      provisions of the Uniform Commercial Code in effect which relate to the bulk
      transfer of assets and Seller agrees to defend, indemnify and hold harmless
      Purchaser and its Affiliates from and against any and all losses, damages,
      costs
      and expenses, including reasonable attorneys’ fees, suffered by Purchaser or its
      Affiliates  by reason of or arising from Seller’s failure to comply
      with the applicable bulk sales law.  Nothing stated herein shall
      diminish Seller's obligations pursuant to Section 8.8 of this Agreement,
      including paying its share of any bulk sales tax.





Section
      13.13  Public Announcement.  None of Seller, C&S
      or Purchaser shall make any public announcement with respect to the transactions
      contemplated by this Agreement without the prior written consent of the other
      party, except announcements which are required by law or Seller's New York
      Stock
      Exchange listing agreement.  Notwithstanding the preceding sentence,
      Seller and Purchaser may have discussions with the unions with respect to the
      transactions contemplated by this Agreement, provided  that the
      Parties continue to notify one another and coordinate with one another with
      respect to any such discussions.  The Parties




*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


48


acknowledge
      that Seller has notified the unions and Seller's employees of the transactions
      contemplated by this Agreement.  Nothing stated in this Section shall
      diminish or otherwise alter neither Seller’s nor Purchaser's obligations and
      rights pursuant to the Confidentiality Agreement.




Section
      13.14 Governing Law.  This Agreement shall be governed by, and
      construed in accordance with, the laws of the State of New York, without regard
      to the principles of conflicts of laws thereof.





Section
      13.15  Dispute Resolution.  (a)  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 in New York City pursuant to
      the
      rules then applying of the American Arbitration Association, with the sole
      exception as envisioned in Section 9.6(d).  The arbitrators shall
      consist of one party representative selected by Seller, one party representative
      selected by Purchaser and one neutral representative selected jointly by the
      first two arbitrators.  The party arbitrators shall be selected within
      20 days after the commencement of the arbitration proceeding, and the neutral
      arbitrator shall be selected within 20 days of the appointment of the last
      party
      arbitrator.  The parties agree that the arbitrators’ Award shall be
      duly made in writing within thirty (30) days after the hearings in the
      arbitration proceedings are closed, and that an Award agreed upon by any two
      of
      the arbitrators shall be binding and conclusive on all of the Parties to this
      Agreement.  The arbitrators shall have the right and authority to
      assess the cost of the arbitration proceedings and to determine how their
      decision as to each issue or matter in dispute may be implemented or
      enforced.





(b)   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.





(c)   The
      Parties understand and agree that they hereby are giving up and waiving any
      claim or right to litigate in court or by a jury trial, unless or to the extent
      that such rights are specially provided for under this Agreement or cannot
      be
      waived under applicable law.





[Signature
      Page Follows]






*Material
        omitted and filed separately with the Securities and Exchange Commission
        pursuant to a request for confidential treatment under Rule
        24-b2.


49


IN
      WITNESS WHEREOF, the Parties and C&S have caused this Agree­ment to be
      executed by their duly authorized officers as of the date and year first set
      forth above.





THE
                GREAT ATLANTIC AND PACIFIC TEA
              COMPANY,
                INC. (on behalf of itself and any subsidiaries
              who
                are Parties to this Agreement)By: 
                __________________________________Name:Title:OCEAN
                LOGISTICS LLCBy: 
                __________________________________Name:Title:For
                the limited purposes and as guarantor:C&S
                WHOLESALE GROCERS, INC.By: 
                __________________________________Name:Title:





50











**METES
      AND BOUNDS DESCRIPTION**


**LOT
      1, BLOCK 1, SECTION 136.03**


**BOROUGH
      DUNMORE**


**LACKAWANNA
      COUNTY, COMMONWEALTH OF PENNSYLVANIA**





The
      surface or right of soil of that certain lot, piece, parcel, or tract of land
      situate, lying, and being in the Borough of Dunmore, County of Lackawanna and
      Commonwealth of Pennsylvania, bounded and described as follows, it
      wit:





BEGINNING
      at a point in the division line between lands now or formerly of Hudson Coal
      Company, a Maine Corporation, and lands formerly of the Pennsylvania Coal
      Company, marking the Southerly corner of lands conveyed by The Hudson Coal
      Company, a Pennsylvania corporation, to Frank Urso and wife, by deed dated
      October 21, 1955, and recorded in the office for the recording of deeds in
      and for Lackawanna County in Deed Book 550 at page 592, said point of beginning
      being distant seven hundred six and eight tenths (706.8) feet, measured along
      said division line on a course of South fifty-two degrees twenty minutes East
      (S
      52° 20’ E) from its intersection with the Southeasterly line of North Blakely
      Street, also known as “O’Neill Highway”, extension of Legislative Route #168;
      thence along the Southeasterly line of lands of Frank Urso, and other lands
      formerly of Hudson Coal Company, a Maine corporation, North thirty-seven degrees
      forty minutes East (N 37° 40’ E) six hundred seventy-two and sixty-nine one
      hundredths (672.69) feet to a point on line of lands formerly of Pennsylvania
      Coal Company (now owned by Scranton Lackawanna Industrial Building Company
      “SLIBCO”); thence along the Southwesterly line of said SLIBCO lands, South
      fifty-three degrees sixteen minutes East (S 53° 16’ E) one thousand four hundred
      thirty-nine and twenty-one one-hundredths (1439.21) feet to a corner; thence
      still along lands formerly of Pennsylvania Coal Company, South thirty-seven
      degrees forty minutes West (S 37° 40’ W) six hundred ninety-six and
      forty-five one-hundredths (696.45) feet to a point on line of lands now or
      formerly of the Pennsylvania Coal Company; thence along the division line
      between lands formerly of Hudson Coal Co., a Maine corporation, and lands
      formerly of the Pennsylvania Coal Company, North fifty-two degrees twenty
      minutes West (N 52° 20’ W) one thousand four hundred thirty-nine and seven
      one-hundredths (1439.07) feet to the point of beginning.





Containing
      22.616 acres, more or less, of surface.





PREMISES
      ALSO DESCRIBED according to a survey made by Joseph J. Wright, PLS, of Control
      Point Associates, Inc., dated February 13, 2001.





Beginning
      at a point being the southernmost corner of the herein described premises,
      said
      point being located in the Northeasterly line of lands conveyed to Gould
      Investors, Inc., as recorded in Deed Book 1096, Page 76, said beginning point
      being the same beginning point described in a Deed conveying the herein
      described premises to The Great Atlantic and Pacific Tea Company, Inc. as
      recorded in Deed Book 827, Page 640, and from said point of beginning running,
      thence;





1.
            Along
                the Southeasterly line of lands now or formerly Dunmore Hospitality
                Group,
                Inc. and lands now or formerly Price Chopper Operating Company of
                PA,
                North 37 degrees 40 minutes 00 seconds East, a distance of 673.39
                feet to
                a rebar found, thence;





2.
            Along
                the Southwesterly line of lands now or formerly Scranton Lackawanna
                Industrial Building Company, South 53 degrees 37 minutes 25 seconds
                East,
                a distance of 1,432.95 feet to a point,
                thence;





3.
            Along
                the Northwesterly line of lands now or formerly Fruehauf Trailer
                Services,
                South 37 degrees 12 minutes 56 seconds West, a distance of 696.45
                feet to
                an iron pin found on the Northeasterly line of lands now or formerly
                John
                J. Develcio, thence;





4.
            Along
                the Northeasterly side of said Develcio and said also lands now or
                formerly Bell Telephone Company, and lands now or formerly the
                aforementioned Gould Investors, Inc., North 52 degrees 42 minutes
                04
                seconds West, a distance of 1,438.10 feet to the point and place
                of
                beginning.





CONTAINING
      983,128 SQUARE FEET OR 22.570 ACRES OF LAND, MORE OR LESS.




















Exhibit
      C-1


Legal
      Description of the Islip Leased Facility




Islip
      Leased Facility Legal Description







ALL
      that
      certain plot, piece or parcel of land, situate, lying and being in Central
      Islip, Town of Islip, County of Suffolk, and State of New York, more
      particularly bounded and described as follows:




BEGINNING
      at the intersection of the Easterly side of Lowell Avenue (Centre Avenue) and
      the southerly line of land of the Long Island Railroad (Main Line);




RUNNING
      Thence along the southerly line of land and the Long Island Railroad, North
      74
      degrees 56 minutes 40 seconds East 2630.93 feet to the westerly line of Map
      of
      Pinewood Manor No. 3, filed 6/18/26 as Map No. 252;




THENCE
      along said land South 07 degrees 40 minutes 00 seconds East, 780.32 feet to
      the
      northerly line of land as shown on Map of Evergreen Park filed 1/26/54 as Map
      No. 2163;




THENCE
      along said last mentioned land and along the northerly line of Boulevard Avenue
      (66 feet wide) South 82 degrees 20 minutes 00 seconds West 943.08 feet to a
      point on the westerly side of Boulevard Avenue;




THENCE
      along the Westerly line of Boulevard Avenue South 07 degrees 40 minutes 00
      seconds East 259.03 feet to a point on the northerly line of Map of City lots
      tract filed 2/1871 as Map No. 35;




THENCE
      along said last mentioned land South 82 degrees 20 minutes 00 seconds West
      1666.00 feet to a point on the easterly line of Lowell Avenue;




THENCE
      along the easterly line of Lowell Avenue North 07 degrees 40 minutes 00 seconds
      West 482.00 feet to a point;




THENCE
      North 82 degrees 20 minutes 00 seconds East 125.00 feet to a point;




THENCE
      North 07 degrees 40 minutes 00 seconds West 216.00 feet to a point;




THENCE
      South 82 degrees 20 minutes 00 seconds West 125.00 feet to a point on the
      westerly side of Lowell Avenue;




THENCE
      along the westerly side of Lowell Avenue North 07 degrees 40 minutes 00 seconds
      West 3.00 feet to the point or place of beginning.
















Exhibit
      C-2


Legal
      Description of the Baltimore Leased Facility







Baltimore
      Leased Facility Legal Description









PARCEL
      I






BEGINNING
      at a rebar found at a point being the intersection of the westerly right-of-line
      of Halethorpe Farms Road (60 foot wide right-of-way), with the southerly
      right-of-way line of Hollins Ferry Road (f.k.a. Canco Road, 60 foot wide
      right-of-way), and from said point of beginning running, thence:






1.
            Along
                the westerly right-of-way line of Halethorpe Road, South 20 degrees
                18
                minutes 00 seconds East, a distance of 1,210.00 feet to a point,
                thence;






2.
            Along
                the dividing line between Parcel 275 and Parcel 809, lands now or
                formerly
                Schmitt/Barnes, LLC, South 69 degrees 42 minutes 00 seconds West,
                a
                distance of 890.69 feet to a point,
                thence;






Running
      the following courses and distances along the dividing line between Parcel
      I as
      described herein and Parcel III as further described below, both parcels having
      been conveyed to The Great Atlantic & Pacific Tea Company as recorded in
      Liber 7790 folio 127:






3.
            Along
                the arc of a non-tangent curve to the right, having a radius of 271.01
                feet, turning a central angle of 41 degrees 54 minutes 21 seconds,
                an arc
                length of 198.22 feet, a chord bearing north 41 degrees 15 minutes
                10
                seconds west and a chord distance of 193.83 feet to a point of tangency,
                thence;






4.
            North
                20 degrees 18 minutes 00 seconds West, a distance of 994.03 feet
                to a
                point on the southerly right-of-way line of a cul de sac located
                at the
                westerly terminus of the above mentioned Hollins Ferry Road,
                thence:






The
      following courses and distances along the southerly right-of-way line of said
      Hollins Ferry Road:






5.
            Along
                the arc of a non-tangent curve to the left, having a radius of 75.00
                feet,
                turning a central angle of 20 degrees 12 minutes 53 seconds, an arc
                length
                of 26.45 feet, a chord bearing North 29 degrees 36 minutes 13 seconds
                East
                and a chord distance of 26.32 feet to a point of reverse curvature,
                thence:






6.
            Along
                the arc of a curve to the right, having a radius of 50.00 feet, turning
                a
                central angle of 50 degrees 12 minutes 29 seconds, an arc length
                of 43.82
                feet, a chord bearing North 44 degrees 35 minutes 45 seconds East
                and a
                chord distance of 42.43 feet to a point of
                tangency,











7.
            North
                69 degrees 42 minutes 00 seconds East, a distance of 901.45 feet
                to the
                point and place of BEGINNING.






PARCEL
      III






BEGINNING
      at a point on the southerly right-of-way line of a cul de sac located at the
      westerly terminus of Hollins Ferry Road (f.k.a. Canco Road, 60 foot wide
      right-of-way), said point also being the terminus of the fourth course of the
      above described Parcel I, and from said point of beginning running, thence;
      the
      following two (2) courses and distances along the dividing line between the
      herein described Parcel III and the above described Parcel I:






l.
            South
                20 degrees 18 minutes 00 seconds east, a distance of 994.03 feet
                to a
                point of curvature, thence;






2.
            Along
                the arc of a curve to the left, having a radius of 271.01 feet, turning
                a
                central angle of 41 degrees 54 minutes 21 seconds, an arc length
                of 198.22
                feet, a chord bearing South 41 degrees 15 minutes 10 seconds East
                and a
                chord distance of 193.83 feet to a point,
                thence:






3.
            Along
                the dividing line between Parcel 275 and Parcel 809, lands now or
                formerly
                Schmitt/Barnes, LLC, South 69 degrees 42 minutes 00 seconds West,
                a
                distance of 882.48 feet to a rebar found,
                thence;






The
      following courses and distances along the dividing line between Parcel 275
      and
      Parcel 306 lands now or formerly CSX Transportation, Inc.:






4.
            North
                81 degrees 30 minutes 40 seconds West, a distance of 126.92 feet
                to a
                rebar found, thence;






5.
            North
                69 degrees 35 minutes 15 seconds West, a distance of 251.30 feet
                to a
                rebar found, thence;






6.
            North
                13 degrees 27 minutes 00 seconds West, a distance of 338.45 feet
                to a
                point, thence;






7.           North
      19 degrees 43 minutes 15 seconds East, a distance of 124.38 feet to a point,
      thence;






8.
            North
                61 degrees 57 minutes 45 seconds East, a distance of 342.55 feet
                to a
                rebar found, thence;






9.           North
      37 degrees 53 minutes 45 seconds East, a distance of 405.92 feet to a point,
      thence;






10.           North
      09 degrees 53 minutes 30 seconds East, a distance of 339.71 feet to a point,
      thence;






11.
            North
                69 degrees 42 minutes 00 seconds East, a distance of 33.06 feet to
                a point
                on the right-of-way line of the above mentioned cul de sac located
                at the
                westerly terminus of Hollins Ferry Road,
                thence;






-2-






12.
            Along
                said cul de sac, on the arc of a non-tangent curve to the left, having
                a
                radius of 75.00 feet, turning a central angle of 96 degrees 24 minutes
                43
                seconds, an arc length of 126.22 feet, a chord bearing North 87 degrees
                54
                minutes 35 seconds East, a distance of 111.84 feet to the point and
                place
                of BEGINNING.















-3-


Exhibit
      C-3


Legal
      Description of the New Orleans Leased Facility




**NEW
      ORLEANS WAREHOUSE LEGAL DESCRIPTION**





That
      certain leasehold estate created by the Lease affecting the following described
      property:





Tract
      1





A
                certain piece or portion of ground situated in the Parish of Jefferson,
                State of Louisiana, in Section 47, Township 12 South, Range 10 East,
                Southeast Land District, East of the Mississippi River, being portions
                of
                Lots 10, 11 and 12 of the subdivision of LaBarre Plantation, as shown
                on
                plan of A. D’Hemecourt, dated May 9, 1836, which said piece or portion of
                ground is more particularly delineated on survey of F.G. Stewart,
                Civil
                Engineer and Surveyor, dated March 24, 1966, according to which said
                piece
                or portion of ground measures as follows,
                to-wit:





Beginning
      at the point at which the Easterly line of Lot 10 intersects the Northerly
      line
      of Jefferson Highway, Louisiana State Highway #1; thence in a Westerly direction
      along said Northerly line of Jefferson Highway for a distance of 29.44 feet
      to
      point A, the point of beginning; thence in a Northerly direction along a line
      parallel to and lying 29 feet westerly from the Easterly line of said Lot 10
      for
      a distance of 1044.42 feet to point D; thence at an interior angle of 90 degrees
      for a distance of 373 feet in a Westerly direction to point C; thence at an
      interior angle of 90 degrees for a distance of 1109.48 feet along a line
      parallel to and lying 18 feet Westerly from the Westerly line of Lot 11 to
      point
      B on the Northerly line of Jefferson Highway; thence in an Easterly direction
      for a distance of 378.67 feet along the Northerly line of said Jefferson Highway
      to point A, the point of beginning.





Tract
      2 – Right of Way and
      Passage





A
      certain
      piece or portion of ground, situated in Jefferson Parish, State of Louisiana,
      in
      Section 47, Township 12 South, Range 10 East, Southeast Land District of
      Louisiana, East of the Mississippi River, being a portion of a certain lot
      designated by the Number 10 of the Sub-division of LaBarre Plantation, as shown
      on plan of A. D’Hemecourt, dated May 9, 1836, which said piece or portion of
      ground is for the free and unobstructed use of a right of way and passage,
      whether by motor vehicle, carriage, wagon or otherwise on, over and across
      the
      property more particularly described as follows:





Beginning
      at a point of intersection of the Easterly line of aforesaid Lot 10 with the
      Northerly line of Jefferson Highway (State Highway No. 1); thence North 20°00’
40” East for a distance of 1039.35 feet along the Easterly line of Lot 10;
      thence North 69° 59’ 20” West for a distance of 29 feet; thence South 20° 00’
40” West a distance of 1044.42 feet to the Northerly line of Jefferson Highway;
      thence South 79° 53’ 00” East a distance of 29.44 feet to the point of
      beginning.





The
      portion of ground hereinabove described is more fully shown on plan prepared
      by
      R.P. Rordam, Civil Engineer, dated New Orleans, Louisiana, July 22, 1949,
      revised December 18, 1949 and October 9, 1950, and on plan prepared by F.G.
      Stewart, Civil Engineer and Surveyor, dated New Orleans, Louisiana, March 24,
      1966.














Exhibit
      C-4


Legal
      Description of the New Orleans Owned Facility





**PROPERTY
      DESCRIPTION**





A
      certain
      piece or portion of ground situated in the Parish of Jefferson, State
      of  Louisiana, being a portion of a larger tract of land known as
      Elmwood Plantation in Section 43, Township 13 South, Range 10 East of the St.
      Helena Meridian, east of the City of Harahan and north of Jefferson
      Highway:




Which
      said portion of ground is designated as Lot "AP-2" on plan of subdivision made
      by J. J. Krebs & Sons, C.E. & S., dated March 16, 1977 approved by the
      Jefferson Parish Council on April 14, 1977, being a resubdivision of Lot "AP-1",
      under Ordinance No. 12815, duly registered in COB 890,  folio 810, on
      April 25, 1977 and according to which the said lot "AP-2" is described and
      measures as follows:




Commencing
      at the intersection of the boundary line between Section 43 and
      Section 44 and the original northwesterly line of the Jefferson Highway;
      thence along the original northwesterly line of the Jefferson Highway South
      30 degrees 7 minutes 4 seconds West, a distance of
      628.33 feet to a Point of Beginning; thence continuing along the
      northwesterly line of the Jefferson Highway South 30 degrees 7 minutes
      4 seconds West a distance of 412.58 feet to a point; thence North
      47 degrees 26 minutes 11 seconds West a distance of
      586.77 feet to a point; thence along the arc of a curve to the left having
      a radius of 309.62 feet a distance of 455.25 feet; thence North
      48 degrees 50 minutes 6 seconds West a distance of 4.45 feet
      to the intersection of the southeasterly line of a right-of-way to the Illinois
      Central Railroad Co.; thence along said southeasterly right-of-way line North
      41 degrees 9 minutes 54 seconds East a distance of
      322.58 feet to a point; thence continuing along said southeasterly
      right-of-way line measuring along the arc of a curve to the right having a
      radius of 580.37 feet a distance of 114.91 feet to a point of compound
      curve; thence continuing along said right-of-way measuring along the arc of
      a
      second curve to the right having a radius of 373.06 feet a distance of
      206.72 feet to a point; thence continuing along said right-of-way line
      North 84 degrees 15 minutes 30 seconds East a distance of
      58.47 feet to a point on the southwesterly property line of the property
      now or formerly belonging to Max Tobins and Morris E. Burke; thence
      along said southwesterly property line South 48 degrees 53 minutes
      00 seconds East a distance of 682.66 feet to the Point of
      Beginning.




Being
      a
      part of the same property acquired by the Great Atlantic & Pacific Tea
      Company, Inc. from the Illinois Central Railroad Company by act before
      Frederick A. Kullman, Notary Public, dated February 28, 1967 and duly
      registered in COB 653, folio 162 under Entry #386868 on March 8,
      1967, Parish of Jefferson, State of Louisiana.
















Exhibit
        C-5
 Legal
        Description of Baltimore Owned Facility
 
  BEGINNING
        FOR THE SAME, AT A POINT, IN THE WESTERLY RIGHT OF WAY LINE OF HALETHORPE
        FARMS
        ROAD, SAID POINT BEING LOCATED SOUTH 20 DEGREES 18 MINUTES EAST 148.00 FEET
        FROM
        THE CENTER LINE OF FOUR TRACKS OF THE BALTIMORE AND OHIO RAILROAD COMPANY’S MAIN
        LINE AT VALUATION STATION 686 + 90; SAID POINT BEING THE SAME POINT OF BEGINNING
        MENTIONED IN A DESCRIPTION OF PARCEL 2, IN A DEED FROM HALETHORPE WAREHOUSE
        CORPORATION TO THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES,
        RECORDED AMONG THE LAND RECORDS OF BALTIMORE COUNTY IN LIBER 5361, FOLIO
        694;
        THENCE, RUNNING WITH AND BINDING ON SAID RIGHT OF WAY AND ALSO RUNNING WITH
        AND
        BINDING ON THE 1ST AND PART
        OF THE
        SECOND LINE OF SAID DEED; 1) SOUTH 20 DEGREES 18 FEET EAST 192.0 FEET TO
        A POINT
        IN THE NORTHERLY RIGHT OF WAY LINE OF HOLLINS FERRY ROAD (FORMERLY CANCO
        ROAD);
        THENCE, RUNNING WITH AND BINDING ON SAID RIGHT OF WAY 2) SOUTH 69 DEGREES
        42
        MINUTES WEST 901.45 FEET TO A POINT; THENCE, LEAVING SAID RIGHT OF WAY AND
        RUNNING WITH THE NEW RIGHT OF WAY LINE OF HOLLINS FERRY ROAD AS PER A DEED
        FROM
        HALETHORPE WAREHOUSE CORPORATION TO BALTIMORE COUNTY IN LIBER 4845, FOLIO
        084,
        THE 2 (TWO) FOLLOWING COURSES AND DISTANCES; BY A CURVE TO THE RIGHT HAVING
        A
        RADIUS OF 50.0 FEET AND AN ARC LENGTH OF 43.82 FEET, SUBTENDED BY A CHORD
        HAVING
        A BEARING AND DISTANCE OF 3) NORTH 83 DEGREES 11 MINUTES 45 SECONDS WEST
        42.43
        FEET TO A POINT; THENCE, BY A CURVE TO THE LEFT HAVING A RADIUS OF 75.0 FEET
        AND
        AN ARC LENGTH OF 26.45 FEET, SUBTENDED BY A CHORD HAVING A BEARING AND DISTANCE
        OF 4) NORTH 70 DEGREES 12 MINUTES 13 SECONDS WEST 26.32 FEET TO A POINT;
        THENCE,
        LEAVING SAID RIGHT OF WAY AND RUNNING WITH AND BINDING ON PART OF THE 3RD LINE
        SAID DEED
        FROM HALETHORPE WAREHOUSE CORPORATION TO THE EQUITABLE LIFE ASSURANCE SOCIETY
        OF
        THE UNITED STATES, 5) NORTH 20 DEGREES 18 MINUTES WEST 157.05 FEET TO A POINT;
        THENCE, WITH THE 4TH LINE
        OF THE FIRST
        MENTIONED DEED 6) NORTH 69 DEGREES 42 MINUTES EAST 960.0 FEET TO THE
        BEGINNING.


Exhibit
        D
 Form
        of
        Assignment
 
 **FORM
        OF LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT**
 
 **[May
        need to add name and address of preparer, state specific notary or other
        stylistic changes based on requirements of title company and/or recording
        office.]**
 
 THIS
        LEASE ASSIGNMENT AND ASSUMPTION
        AGREEMENT (this "Agreement") is made as of ______ __, 2005, by and
        between ___________________ ("As­sign­or") and Ocean Logistics
        LLC ("Assignee").
  **W
        I T N E S S E T H**
 
 **WHEREAS,**Assignor
        is
        the tenant under that certain lease (the "Lease") described on Schedule A
        attached hereto and made a part hereof;
  **WHEREAS,**
        the Lease
        affects certain premises more particularly described therein (the premises
        which
        is the subject of the Lease is herein­after called the "Premises");
        the real estate of which the Premises is a part is hereinafter called the
        "Property"), which Property is more particularly described on Schedule B
        attached hereto;
 
 **WHEREAS,**Assignor,
        Assignee and certain other parties are parties to a certain Asset Purchase
        Agreement, dated as of ____ __, 2005 (the "Asset Purchase Agreement"),
        pursuant to which, among other things, Assignor agreed to sell, and Assignee
        has
        agreed to acquire certain assets, including, without limitation, the
        Lease.
 
 **WHEREAS,**
        in connection
        with the transactions contemplated by the Asset Purchase Agreement, Assignor
        desires to sell, assign, transfer and convey to Assignee, and Assignee desires
        to accept an assignment from Assignor, of Assignor's right, title and interest
        in and to the Lease, the Premises and the Property upon and subject to the
        terms
        and conditions hereinafter set forth.
 
 **NOW,
        THEREFORE,**in
        consideration of the premises and the mutual covenants and agreements set
        forth
        herein and in the Asset Purchase Agreement, and for other good and valuable
        consideration, the receipt and sufficiency of which are hereby acknowledged,
        the
        parties hereto agree as follows:
 
 1.            **Assignment**.  Effective
        as of date hereof (the “Effective Date”), Assign­or assigns, transfers, sets
        over and conveys to Assignee, its successors and assigns, all of Assignor's
        right, title and interest in and to (i) the Lease, including all renewal
        options
        granted therein, and (ii) the Premises, together with all of the appurtenant
        rights and easements thereby demised.
 
 
  2.            **Acceptance
        of Assignment and Assumption of Obligations and
        Liabilities**.  Assign­ee hereby fully and completely
        accepts the assignment pursuant to Section 1 above, and assumes each and
        every
        obligation which is to be performed by the tenant under the Lease from and
        after
        the Effective Date.  Assignee hereby covenants and agrees to
        indemnify, save and hold harmless Assignor and its affiliates, successors
        and
        assigns, from and against any and all liabilities, claims or causes of action
        existing in favor of or asserted by the landlord under the Lease or by any
        third
        party, arising out of or related to the Lease or Premises, Assignee’s use or
        occupancy of the Premises or Assignee’s failure to perform any of its
        obligations arising under the Lease on or after the Effective Date of this
        Assignment.  Assignor hereby covenants and agrees to indemnify, save
        and hold harmless Assignee and its affiliates, successors and assigns, from
        and
        against any and all liabilities, claims or causes of action existing in favor
        of
        or asserted by the landlord under the Lease or by any third party, arising
        out
        of or related to the Lease or Premises, Assignor’s use or occupancy of the
        Premises or Assignor’s failure to perform any of its obligations arising under
        the Lease prior to the Effective Date of this Agreement, or which may incur
        as a
        result of a breach of Assignor's warranties as set forth herein.
 
 3.           **Representations
        and Warranties**.  Assignor warrants that it is the owner
        and holder of a good leasehold estate in the Premises pursuant to the Lease,
        and
        Assignor has full authority to assign same as aforesaid.  Assignor
        hereby reaffirms its representations and warranties relating to the Lease,
        the
        Premises and the Property as set forth in the Asset Purchase
        Agreement.
 
 4.           **No
        Third Party Beneficiaries**.  This Agreement is for the
        sole and exclusive benefit of Assignor and Assignee and their respective
        successors and permitted assigns, and nothing herein is intended or shall
        be
        construed to confer upon any person other than Assignor, Assignee and their
        respective successors and permitted assigns, any right, remedy or claim under
        or
        by reason of this Agreement or any term, covenant or condition
        hereof.
 
 5.           **Miscellaneous**.  This
        Agreement shall be governed by the laws of the State of
        __________.  This Agree­ment may not be amended except by a
        document signed by all parties hereto.
 
 6.           **Counterparts**.  This
        Agreement may be executed in any number of counter­parts, each of which when
        so executed and delivered shall be deemed an original and all of which when
        taken together shall constitute but one and the same instrument.
 
 7.           **Notice****.**Any
        notices to be given hereunder shall be in writing and delivered personally
        or
        mailed by certified mail, postage prepaid, return receipt requested, as
        follows:
 
 
 If
        to Assignor, addressed
        to:
   
 
 ____________________________
 _____________________________
 ______________________________
 Attn:  __________________________
 
 If
        to Assignee, addressed
        to:
 
 ____________________________
 ________________________________
 __________________________________
 Attn:_______________________________
 
 8.           **Capitalized
        Terms****.**Capitalized terms used herein
        but not defined shall have the meanings assigned to such terms in the Asset
        Purchase Agreement.
 
 9.           **Tax
        Status****.**Purchaser is not a tax-exempt
        entity (within the meaning of Section 168(h) of the Code) or a debtor or
        debtor-in-possession in a voluntary or involuntary bankruptcy
        proceeding.
 
 **IN
        WITNESS WHEREOF**,
        the parties have executed this Agree­ment as of the day and year first above
        written.
 
 
 ASSIGNOR:
              _____________________________,
 a
                  _______ _______________________
 
 
 By:
              __________________________
 Name:
 Title:
 
 
 ASSIGNEE:
              ___________________________,
 a
                  ______ ________________________
 
 
 By:
              __________________________
 Name:
 Title:
  
  STATE
        OF
        _________________
 
 ,
        ss.
 
 On
        this ____ day of ______, 2005 before
        me, the undersigned notary public, personally appeared
        _______________________________, proved to me through satisfactory evidence
        of
        identification, which were _________________________, to be the person whose
        name is signed on the preceding or attached document, and acknowledged to
        me
        that he/she signed it voluntarily for its stated purpose as
        ____________________________ for ________, a _______
        _________________.
 
 
 
 ________________________________
 Notary
        Public
 My
        commission expires:
 
 
 STATE
        OF
        _____________________
 
 ,
        ss.
 
 On
        this ____ day of ______, 2005 before
        me, the undersigned notary public, personally appeared
        _______________________________, proved to me through satisfactory evidence
        of
        identification, which were personal knowledge, to be the person whose name
        is
        signed on the preceding or attached document, and acknowledged to me that
        he/she
        signed it voluntarily for its stated purpose as the _______________________
        for
        ___________________, a ______ ___________________________.
 
 
 
 ________________________________
 Notary
        Public
 My
        commission expires:
 SCHEDULE
        A
  
 LEASE
        DESCRIPTION
   
  SCHEDULE
        B
 
 LEGAL
        DESCRIPTION
 
 
 
  
   Exhibit
        E
 New
        Orleans Sublease
 
 **Key
        Number**
 **[location]**
 **[location]**
 **[date]**
 
 **AGREEMENT
        OF SUBLEASE**
 
 **THIS
        AGREEMENT**, made
        this _______ day of ________, 2005, by and between **THE GREAT ATLANTIC
& PACIFIC TEA COMPANY, INC.**, a Maryland corporation, with offices
        at 2 Paragon Drive, Montvale, New Jersey 07645 (hereinafter called the
        "Sublandlord"), and **OCEAN LOGISTICS LLC**, a Delaware limited
        liability company, with offices at 7 Corporate Drive, Keene, New Hampshire
        03431
        (hereinafter called the "Subtenant").
 
 **W
        I T N E S S E T H :**
 **WHEREAS**,
        Sublandlord
        is presently the tenant of a certain warehouse premises containing approximately
        276,000 square feet of space located at Jefferson Highway in Southport, Parish
        of Jefferson, State of Louisiana, which premises (hereinafter called the
        "Premises") are more particularly described in Exhibit A attached hereto
        and made a part hereof; and
 **WHEREAS**,
        said
        occupancy is pursuant to a lease dated October 14, 1950 by and between
        Jones-Brown Realty Company, Inc., as landlord, and Sublandlord, as tenant,
        which
        lease has been amended as listed on Exhibit B attached hereto and made a
        part hereof and the landlord’s interest in the Premises is currently vested in
        Alton Ochsner Medical Foundation (said landlord is hereinafter referred to
        as
        the “Overlandlord” and said lease and amendments are hereinafter collectively
        called the "Overlease").  A true and correct copy of the Overlease has
        previously been provided by Sublandlord to Subtenant and Subtenant hereby
        acknowledges receipt of the Overlease; and
 **WHEREAS**,
        Sublandlord
        is desirous of subletting the Premises to Subtenant and Subtenant is desirous
        of
        subletting same from Sublandlord.
  
  
 **NOW,
        THEREFORE**, in
        consideration of the mutual promises, covenants and conditions hereinafter
        set
        forth, it is mutually agreed as follows:
 
 1.  **PREMISES**.  Sublandlord
        hereby sublets the Premises to Subtenant and Subtenant hereby sublets the
        Premises from Sublandlord for use as a warehouse and any other lawful purpose
        permitted under the Overlease, upon the terms and conditions set forth
        herein.
  2.  **TERM**.  The
        term of this Sublease shall commence on the 25th day of September, 2005,
        and
        shall continue up to and including 12:00 midnight on December 30,
        2007.  Subtenant shall have the option to extend the term of this
        Sublease to midnight on December 30, 2012 by giving Sublandlord written notice
        thereof not later than June 1, 2007.  If Subtenant shall give such
        notice to extend the term of this Sublease, Sublandlord shall promptly exercise
        its renewal option under Section 2 of the Seventh Lease Amendment referenced
        on
Exhibit B hereto to extend the term of the Overlease through December 31,
        2012.
  3.  **RENTAL**.  Subtenant
        hereby agrees to pay to Sublandlord fixed annual rental in the amounts set
        forth
        below, payable in equal monthly installments in advance on the first day
        of each
        month during the term of this Sublease in the amounts set forth
        below:
  **Period**
              **Fixed
                  Annual  Rent**
              **Fixed
                  Monthly Rent**9/25/05
                  – 12/31/05
              $829,980.72
              $69,165.061/1/06
                  – 12/31/06
              $854,880.12
              $71,240.011/1/07
                  – 12/30/07
              $880,526.52
              $73,377.21**Renewal
                  Term**
              **Fixed
                  Annual  Rent**
              **Fixed
                  Monthly Rent**1/1/08
                  – 12/31/08
              $906,942.24
              $75,578.52
  
  
 1/1/09
                  – 12/31/09
              $934,150.56
              $77,845.881/1/10
                  – 12/31/10
              $962,175.12
              $80,181.261/1/11
                  – 12/31/11
              $991,040.28
              $82,586.691/1/12
                  – 12/30/12
              $1,020,771.48
              $85,064.29
 
  
  Fixed
        rent shall be paid to Sublandlord at 6430 Payshere Circle, Chicago, IL 60674
        or
        such other address as Sublandlord may designate by notice to
        Subtenant.  All rental and other payments to be made by Subtenant to
        Sublandlord shall be made by check.  At Subtenant’s option, rental or
        other payments may be made by wire transfer to an account designated by
        Sublandlord.  Subtenant shall identify its rental and other payments
        as being on account of the New Orleans Warehouse or by such other designation
        as
        Sublandlord may request in writing.  Rental payments shall commence
        upon the commencement of the term, as hereinabove provided.  All
        rental and other payments to be made by Subtenant to Sublandlord shall be
        made
        without setoff, deduction or reductions of any kind in any amount for any
        reason
        whatsoever.  This clause shall not be construed to prohibit rent
        abatement in the event of casualty or a taking by means of eminent domain
        only
        if and to the extent provided for in the Overlease.
  4.  **REPRESENTATIONS**.  To
        induce Subtenant to enter into this Sublease, Sublandlord hereby warrants
        and
        represents to Subtenant that:
  A.  The
        Overlease is presently in full force and effect and no default exists
        thereunder.
  B.  A
        true,
        correct and complete copy of the Overlease, including all amendments thereto,
        has been delivered by Sublandlord to Subtenant, Exhibit B sets forth an
        accurate schedule of the Overlease, including all amendments and modifications
        thereto and the Overlease has not been further amended or modified in any
        respect.
  C.  Sublandlord
        has full corporate authority to enter into this Sublease, this Sublease has
        been
        duly authorized, executed and delivered by Sublandlord, this Sublease is
        legally
        binding on Sublandlord and is enforceable against Sublandlord in accordance
        with
        its terms.
   
  
  D.  Sublandlord
        has not previously assigned, sublet, mortgaged or otherwise encumbered its
        interest in the Overlease.
  5.  **OVERLEASE**.
  A.  All
        the
        obligations contained in the Overlease conferred and imposed upon Sublandlord
        (as tenant therein) except as modified and amended by this Sublease, are
        hereby
        conferred and imposed upon Subtenant, but only those obligations which accrue
        during the term of this Sublease, and all rights and benefits granted to
        Sublandlord (as tenant under the Overlease), except as modified and amended
        by
        this Sublease, are conferred upon Subtenant, but only to the extent they
        apply
        during the term of this Sublease.  Subtenant covenants and agrees to
        fully and faithfully perform the terms and conditions of the Overlease and
        the
        Sublease on its part to be performed during the term of the
        Sublease.  Subtenant shall not do or cause to be done or suffer or
        permit any act to be done which would or might cause the Overlease, or the
        rights of Sublandlord, as tenant, under the Overlease, to be endangered,
        cancelled, terminated, forfeited or surrendered, or which would or might
        cause
        Sublandlord to be in default thereunder or liable for any damage, claim or
        penalty.  Subtenant agrees, as an express inducement for Sublandlord's
        executing this Sublease, that if there is any conflict between the provisions
        of
        this Sublease and the provisions of the Overlease which would permit Subtenant
        to do or cause to be done or suffer or permit any act or thing to be done
        which
        is prohibited by the Overlease then the provisions of the Overlease shall
        prevail.  If the Overlease terminates or is terminated for any reason
        whatsoever, then this Sublease shall terminate simultaneously
        therewith.  Sublandlord covenants and agrees:  (i) to comply
        with the covenants and agreements of Sublandlord as lessee under the Overlease
        except to the extent assumed by Subtenant hereunder, including the payment
        of
        rent and additional rent; and (ii) not to terminate, modify or otherwise
        amend
        the Overlease without the prior written consent of Subtenant, which consent
        shall not be unreasonably withheld, conditioned or delayed.
  B.  During
        the term of this Sublease, Subtenant shall pay to Sublandlord, as additional
        rent, any and all sums (except fixed annual rent payable under the Overlease)
        due pursuant to the Overlease and accruing during the term of this
        Sublease.  Subtenant shall pay the aforesaid sums on or before such
        sums are due and payable under the Overlease.
   
  
  C.  Sublandlord
        shall have no duty to perform any obligations of the Overlandlord under the
        Overlease and shall under no circumstances be responsible for or liable to
        Subtenant for any default, failure or delay on the part of the Overlandlord
        in
        the performance of any obligations under the Overlease, nor shall such default
        of the Overlandlord affect this Sublease or waive or defer the performance
        of
        any of Subtenant's obligations hereunder; provided, nevertheless, that in
        the
        event of any such default or failure of performance by Overlandlord, Sublandlord
        agrees, upon notice from Subtenant, to make written demand upon Overlandlord
        to
        perform its obligations under the Overlease and to use reasonable business
        efforts to cause Overlandlord to perform its obligations under the
        Overlease.  Subtenant shall have the right in the name of Sublandlord
        to bring an action against Overlandlord to compel Overlandlord to perform
        its
        obligations under the Overlease.  At the request of Subtenant but
        without expense to Sublandlord, Sublandlord shall execute such documents
        and
        otherwise cooperate with Subtenant in any action to compel Overlandlord to
        perform its obligations under the Overlease. Subtenant agrees to defend,
        indemnify and hold Sublandlord harmless from and against any and all expense,
        loss, claims or liability, including reasonable attorneys' fees, arising
        out any
        such suit against Overlandlord or other action by Subtenant to compel
        Overlandlord to perform its obligations under the Overlease.
  D.  During
        the term of this Sublease, Sublandlord shall use good faith efforts to send
        to
        Subtenant copies of all notices which Sublandlord shall receive from
        Overlandlord, and, within three (3) business days after Sublandlord receives
        the
        same, shall send copies of all default and other notices from Overlandlord
        or
        other parties concerning the Overlease or the Premises that will or could
        have a
        material impact on Subtenant’s use and occupancy of the Premises.
  **6.**  **DEFAULT.**
  A.  If
        Subtenant defaults in the performance of any of its obligations hereunder,
        and
        such default continues for five (5) days after the giving of notice of such
        default with respect to the failure to pay any monies, or twenty (20) days
        after
        the giving of notice of default with respect to the failure to perform or
        comply
        with any non-monetary obligations of Subtenant hereunder, or if Subtenant
        fails
        to perform or observe any of the provisions required by it to be performed
        or
        observed by Subtenant under any other agreement relating to the Premises
        or
        under any equipment agreement, promissory note, conditional sales contract
        or
        other instrument executed by Subtenant in connection with obtaining equipment
        for use in the Premises after any ap-
   
  plicable
        notice and cure period, then Sublandlord may at its option terminate this
        Sublease upon giving ten (10) days notice of termination to Subtenant, in
        which
        event neither Subtenant nor the guarantor nor any person claiming through
        or
        under Subtenant or the guarantor by virtue of any statute or an order of
        any
        court shall be entitled to possession or to remain in possession of the Premises
        but shall forthwith quit and surrender the Premises.  Subtenant shall
        have reasonable additional time beyond twenty (20) days to cure a non-monetary
        default if Subtenant has commenced to cure same within said twenty (20) days
        and
        thereafter proceeds with due diligence to cure same.
  B.  In
        the
        event that Subtenant shall default under this Sublease and such default shall
        entitle Sublandlord to possession of the Premises as hereinabove provided,
        Sublandlord shall have the right to enter the Premises, remove Subtenant's
        property and effects, take and hold possession thereof, without terminating
        this
        Sublease or releasing Subtenant in whole or in part, from Subtenant's
        obligations to pay rent and additional rent and all its other obligations
        hereunder for the full term, relet the Premises or any part thereof, either
        in
        the name or for the account of Subtenant or Sublandlord, for such rent and
        for
        such term or terms as Sublandlord may see fit, which term may, at Sublandlord's
        option, extend beyond the balance of the term of this Sublease; provided,
        however, that Sublandlord shall not be obligated to relet the Premises nor
        shall
        Sublandlord be required to accept any tenant offered by Subtenant, or to
        observe
        any instructions given by Subtenant about such reletting.  In any such
        case, Sublandlord may make such repairs, alterations and additions in and
        to the
        Premises and redecorate the same as it sees fit.  Subtenant shall pay
        Sublandlord any deficiency between the rent hereby reserved and covenanted
        to be
        paid and the net amount of the rents collected on such reletting, for the
        balance of the term of this Sublease, as well as any reasonable expenses
        incurred by Sublandlord in such reletting including, but not limited to broker's
        fees, attorney's fees, the expense of repairing, altering and redecorating
        the
        Premises and otherwise preparing the same for rerental, all of such expenses
        shall be prorated if such reletting extends beyond the term of the Sublease
        and
        shall be paid by Subtenant as additional rent upon demand by
        Sublandlord.  Any deficiency in rental shall be paid in monthly
        installments, upon statements rendered by Sublandlord to
        Subtenant.  For the purpose of determining the deficiency in rent,
        whether payable in installments or the entire rental for the balance of the
        term, the rent reserved shall be deemed to be the guaranteed minimum rental
        herein provided
   
  for,
        as
        reduced by any rent collected by reletting.  Any suit brought to
        collect the amount of the deficiency for any one or more months shall not
        preclude any subsequent suit to collect the deficiency for any subsequent
        months.
  C.  In
        addition to the rights granted to Sublandlord pursuant to Paragraph 6.B.,
        Sublandlord may require that, upon any termination of this Sublease, whether
        by
        lapse of time, the exercise of any option by Sublandlord to terminate the
        same,
        or in any other manner whatsoever, or upon any termination of Subtenant's
        right
        to possession without termination of this Sublease, Subtenant shall at once
        surrender possession of the Premises to Sublandlord and immediately vacate
        the
        same, and shall remove all its effects therefrom except any fixtures and
        equipment leased from Sublandlord or in which Sublandlord has a security
        interest.  If Subtenant fails to do so, Sublandlord may, upon three
        (3) days' notice, reenter the Premises, by process of law, and repossess
        itself
        thereof as in its former estate and expel and remove Subtenant and any other
        person and properties therefrom, and without thereby waiving Sublandlord's
        rights to rent or any other rights given Sublandlord under this Sublease
        or at
        law or in equity.
  D.  If
        Subtenant is in default of its obligations under this Sublease, Sublandlord
        can
        cure the default after giving Subtenant two (2) business days written notice
        of
        its intention to do so, and Subtenant shall forthwith pay to Sublandlord,
        as
        additional rent, a sum of money equal to all amounts reasonably expended
        by
        Sublandlord in curing such default.  If suit is brought by Sublandlord
        on account of any such default and if such default is established, Subtenant
        shall pay to Sublandlord all reasonable expenses of such suit, including
        without
        limitation, reasonable attorneys' fees; alternatively, if such default is
        not
        established, Sublandlord shall pay Subtenant all reasonable expenses incurred
        by
        Subtenant, including without limitation, reasonable attorney
        fees.  Any payment by Subtenant of a sum of money less than the entire
        amount due Sublandlord at the time of such payment shall be applied to the
        obligations of Subtenant then furthest in arrears.  No endorsement or
        statement on any check or accompanying any payment shall be deemed an accord
        and
        satisfaction and any payment accepted by Sublandlord shall be without prejudice
        to Sublandlord's right to obtain the balance due or pursue any other remedy
        available to Sublandlord both in law and in equity.
  E.  If
        Subtenant defaults in any payment of rent or additional rent, interest shall
        accrue thereon from the due date until paid at interest at the Prime Rate
        (as
        hereinafter defined)
   
  per
        annum
        plus two percent (2%) per annum, or if such rate is illegal, at the highest
        rate
        permitted by law (hereinafter called the "Lease Interest
        Rate").  Prime Rate shall mean the rate per annum publicly announced
        from time to time by Morgan Guaranty Trust Company of New York as its Prime
        Rate
        in effect at its principal office in New York City and each change in the
        Prime
        Rate shall be effective on the date such change is publicly
        announced.
  F.  If,
        at
        any time during the term of this Sublease, there shall be filed by or against
        Subtenant or any guarantor of this Sublease, in any court pursuant to any
        statute either of the United States or any state, a petition in bankruptcy
        or
        insolvency or for the reorganization or for the appointment of a receiver,
        trustee or liquidator of all or any portion of Subtenant's or guarantor’s
        property or if Subtenant or guarantor makes an assignment for the benefit
        of
        creditors, or if Subtenant or guarantor admits in writing its inability to
        pay
        its debts, and if, within thirty (30) days thereafter, Subtenant or guarantor
        fails to secure a discharge thereof, this Sublease, at the option of Sublandlord
        may be cancelled and terminated, in which event neither Subtenant nor guarantor
        nor any person claiming through or under Subtenant or guarantor by virtue
        of any
        statute or an order of any court shall be entitled to possession or to remain
        in
        possession of the Premises but shall forthwith quit and surrender the
        Premises.
  G.  In
        addition to any and all remedies set forth herein, Sublandlord shall have
        all
        remedies available at law or in equity and any and all remedies shall be
        cumulative and nonexclusive.
  7.  **NO
        REPRESENTATIONS OR WARRANTIES**.  Sublandlord makes no
        representations or warranties with respect to this transaction or the Premises,
        except as specifically set forth herein or in the Asset Purchase Agreement
        (the
“Asset Purchase Agreement”) dated ____, 2005 by and among, *inter alia*,
        Sublandlord, as Seller, Subtenant, as Purchaser.
  8.  **MECHANICS
        LIENS**.  Subtenant shall permit no mechanics liens to be
        placed against the Premises or any portion thereof and shall cause any contracts
        entered into by it for work to be done at the Premises in excess of $1 million
        to contain a waiver of the contractors' right to file a mechanics
        lien.
  9.  **INDEMNITY**.  Subtenant
        hereby agrees to assume responsibility for the condition of the Premises
        from
        and after the Commencement Date and agrees to defend, indemnify
   
  and
        hold
        Sublandlord harmless from and against any and all expense, loss, claims or
        liability including reasonable attorneys' fees (including those arising out
        of
        enforcement of this indemnity provision) arising out of or in connection
        with
        any act or omission of Subtenant, its agents, contractors or employees during
        the term of this Sublease, including, but not limited to, claims as a result
        of
        injury to or death of any person, property damage, claims of employees of
        Subtenant or arising out of or in connection with Subtenant's use and possession
        of the Premises, or its breach of the Sublease (including the terms of the
        Overlease) except, in each case, expense, loss, claims or liability arising
        out
        of the negligence or willful misconduct of Sublandlord, its agents or
        employees.  Sublandlord agrees to defend, indemnify and hold Subtenant
        harmless from and against any and all expense, loss, claims or liability
        including reasonable attorneys’ fees (including those arising out of enforcement
        of this indemnity provision) arising out of or in connection with (x) any
        act or
        omission of Sublandlord, its agents, contractors or employees during the
        term of
        this Sublease, (y) Sublandlord's use and occupancy of the Premises prior
        to the
        term of this Sublease, and (z) Sublandlord's breach of this Sublease, such
        indemnity to include, without limitation, claims as a result of injury to
        or
        death of any person, property damage, and claims of employees of Subtenant,
        except, in each case, expense, loss claims or liability arising out of the
        negligence or willful misconduct of Subtenant, its agents or employees or
        if
        Subtenant's breach of this Sublease directly causes
        Sublandlord's  breach of the Overlease.
  10.  **RESTORATION**.  Subtenant
        shall remove alterations to the Premises made by Subtenant which are required
        to
        be removed by the Overlease or by Overlandlord as well as all of Subtenant’s
        trade fixtures and equipment prior to the expiration or sooner termination
        of
        the term hereof and shall repair all damage caused by such
        removal.  Otherwise, Subtenant shall surrender the Premises in the
        same condition as the Premises are on the Commencement Date, ordinary wear
        and
        tear and damage by casualty which Subtenant is not required to restore hereunder
        excepted.
  11.  **NOTICES**.  All
        notices, demands, submissions and consents required hereunder shall be in
        writing and shall be deemed given if sent by certified mail, return receipt
        requested, postage prepaid, (a) to Subtenant, at the address of Subtenant
        as
        hereinabove set forth, attention to Chief Executive Officer, or such other
        address as Subtenant may designate by notice to Sublandlord, then in duplicate
        under separate cover, to the attention to the Chief Financial
        Officer
   
  and
        General Counsel, at the same address, or (b) to Sublandlord, then in duplicate
        under separate cover, one copy to the attention of the Vice President of
        A&P
        Properties and one copy to the attention of the Office of the General Counsel
        of
        Sublandlord, both at the address of Sublandlord as hereinabove set forth,
        or
        such other addresses as Sublandlord may designate by notice to
        Subtenant.
  12.  **INSURANCE**.
  A.  Property
        Insurance.  If Sublandlord is required under the Overlease to
        provide insurance covering the Premises against loss by fire or other casualty,
        then the Subtenant shall be responsible for obtaining same at Subtenant's
        sole
        cost and expense and Subtenant shall name Sublandlord as an additional insured,
        and shall also name such other additional parties as may be required under
        the
        Overlease.  Subtenant and Sublandlord each hereby waive all rights or
        recovery against the other and its agents and employees for damage or
        destruction to any and all of the improvements in or on the Premises, including
        but not limited to fixtures, equipment and inventory, arising out of fire
        or
        other casualty whether or not caused by acts or negligence of Subtenant or
        Sublandlord and/or their respective agents and employees.
  B.  Public
        Liability.  Subtenant will deliver to Sublandlord evidence of
        general liability, bodily injury, and property damage in amounts not less
        than
        that required under the Overlease:  Subtenant will name Sublandlord as
        an additional insured under the policy and will show evidence that the
        hold-harmless agreement set forth in Article 9 is covered and recognized
        by the
        insurance company.  Such policy or policies shall include a provision
        that at least ten (10) days prior written notice of cancellation be given
        to
        Sublandlord.
  C.  Sublandlord
        shall not be required to maintain any insurance hereunder.
  13.  **ALTERATIONS**.  Subtenant
        may make such alterations or additions to the Premises as are permitted to
        be
        made by the Overlease, and such other alterations or additions as may be
        approved by Overlandlord.  If any alterations or additions made by
        Subtenant  are required to be removed by the Overlease or by
        Overlandlord, Subtenant shall remove the same and repair any damage caused
        by
        such removal.  Subtenant shall have no obligation to remove any
        alterations made to the Premises by Sublandlord prior to the term of this
        Sublease.
  14.  **CONDEMNATION
        AND CASUALTY; CONDEMNATION PROCEEDS**.
   
  
  A.  Subject
        to the last sentence of this Paragraph 14 A, if any portion of the Premises
        is
        taken by condemnation or similar proceeding, or if the warehouse building
        on the
        Premises is damaged or destroyed by fire or other casualty in whole or in
        part
        during the term of this Sublease, Subtenant shall have the option to terminate
        this Sublease by giving written notice thereof to Sublandlord within thirty
        (30)
        days after Subtenant  receives notice of such condemnation, or within
        thirty (30) days following such damage or destruction, as the case may be,
        in
        which case, this Sublease shall terminate as of the date of such condemnation
        or
        casualty, as the case may be, and Sublandlord shall refund to Subtenant any
        prepaid Rent.  If Subtenant does not elect to terminate this Sublease
        as provided above, this Sublease shall continue and Sublandlord shall not
        exercise any right it may have under the Overlease to terminate the
        Overlease.  Notwithstanding anything herein to the contrary, Subtenant
        cannot terminate this Sublease upon the occurrence of a condemnation or casualty
        unless Sublandlord has a right to terminate the Overlease upon the occurrence
        of
        such condemnation or casualty.
  B.  All
        compensation awarded or paid upon a total or partial taking of the Premises
        shall belong to and be the property of Sublandlord without any participation
        by
        Subtenant; provided, however, Subtenant shall receive out of any such award,
        the
        unamortized book value of any alterations and/or improvements made by Subtenant
        to the Premises, but not more than Subtenant’s proportionate share of the sum of
        the unamortized book value of all alterations and/or improvements made by
        Sublandlord and Subtenant to the Premises; and provided further that nothing
        contained herein shall be construed to preclude Subtenant from prosecuting
        any
        claim directly against the condemning authority in such condemnation proceedings
        for loss of business, and/or depreciation to, damage to, and/or cost of removal
        of, and/or for the value of stock and/or trade fixtures, furniture and other
        personal property belonging to Subtenant; provided, however, that no such
        claim
        shall diminish or otherwise adversely affect Sublandlord's and/or Overlandlord's
        award or the award(s) of any and all ground and underlying landlord(s) and
        Mortgagee(s).
  15.  **ASSIGNMENT**.  As
        between Sublandlord and Subtenant, Subtenant may assign this Sublease or
        sublet
        the Premises in whole or in part with the consent of Sublandlord which consent
        shall not be unreasonably withheld, conditioned or
        delayed.  Notwithstanding the preceding sentence, the merger or sale
        of all or substantially all of the assets of Subtenant, or the
   
  assignment
        of this Sublease to an entity controlling, controlled by or under common
        control
        with Subtenant, shall not require the consent of
        Sublandlord.  Notwithstanding the foregoing, Subtenant shall not
        assign this Sublease or sublet the Premises in whole or in part without the
        consent of Overlandlord if such consent is required under the
        Overlease.  If this Sublease is assigned, Sublandlord may, and is
        hereby empowered to, collect rent from the assignee; if the Premises or any
        part
        thereof be underlet or occupied by any person other than Subtenant, Sublandlord,
        in the event of Subtenant's default, may, and is hereby empowered to, collect
        rent from the undertenant or occupant; in either of such events, Sublandlord
        may
        apply the net amount collected by it to the rent herein reserved, and no
        such
        collection shall be deemed a waiver of the covenant herein against assignment
        and underletting, or the acceptance of the assignee, undertenant or occupant
        as
        Subtenant, or a release of Subtenant from the further performance of the
        covenants herein contained on the part of Subtenant.
  16.  **BROKER**.  Each
        party represents and warrants to the other party that it dealt with no broker
        or
        other person entitled to claim fees for such services in connection with
        the
        negotiation, execution and delivery of this Sublease.  Each party
        agrees to defend, indemnify and hold the other party harmless from and against
        any and all claims for finders' fees or brokerage or other commission which
        may
        at any time be asserted against the indemnified party founded upon a claim
        that
        the substance of the aforesaid representation of the indemnifying party is
        untrue, together with any and all losses, damages, costs and expenses (including
        reasonable attorneys' fees) relating to such claims or arising therefrom
        or
        incurred by the indemnified party in connection with the enforcement of this
        indemnification provision.
  17.  **DEFINITION
        AND LIABILITY OF SUBLANDLORD****AND
        SUBTENANT**.
  A.  The
        term
        "Sublandlord" as used in this Sublease means only the tenant for the time
        being
        under the Overlease, so that in the event of a transfer of Sublandlord's
        interest in the Overlease, Sublandlord shall be and hereby is entirely freed
        and
        relieved of all obligations of Sublandlord hereunder and it shall be deemed
        that
        the transferee has assumed and agreed to observe and perform all obligations
        of
        Sublandlord hereunder.
  B.  Notwithstanding
        anything to the contrary provided in this Sublease, if Sublandlord or any
        successor in interest of Sublandlord or any parent corporation or principal
        of
        Sub-
   
  landlord
        (as, for example, where Sublandlord is the nominee of another party) shall
        be an
        individual, partnership, corporation, trust, tenant in common or mortgagee,
        there shall be absolutely no personal liability on the part of any individual,
        joint venturer or member of Sublandlord or any stockholder, director, officer,
        employee, partner or trustee of Sublandlord with respect to the terms, covenants
        or conditions of this Sublease.
  C.  The
        term
        "Subtenant" as used in this Sublease means only the subtenant for the time
        being
        under this Sublease, so that in the event of a transfer of Subtenant's interest
        in this Sublease, Subtenant shall be and hereby is entirely freed and relieved
        of all obligations of Subtenant hereunder and it shall be deemed that the
        transferee has assumed and agreed to observe and perform all obligations
        of the
        Subtenant hereunder.
  D.  Notwithstanding
        anything to the contrary provided in this Sublease, if Subtenant or any
        successor in interest of Subtenant or any parent corporation or principal
        of
        Subtenant (as, for example, where Subtenant is the nominee of another party)
        shall be an individual, partnership, corporation, trust, tenant in common
        or
        mortgagee, there shall be absolutely no personal liability on the part of
        or any
        individual, joint venture or member of Subtenant or any stockholder, director,
        officer, employee, partner or trustee of Subtenant with respect to the terms,
        covenants or conditions of this Sublease.
  **18.**  **REQUIREMENTS
        OF LAW**.
  A.  During
        the term of this Sublease (as same may be extended), Subtenant shall, at
        its own
        cost and expense, promptly observe and comply with all present and future
        laws,
        ordinances, requirements, orders, directives, rules and regulations of the
        Federal, State, County, Town, Municipal and local governments and of all
        other
        governmental authorities affecting the Premises or any part thereof, including
        Environmental Laws as defined in Paragraph 21D below (collectively, “Laws”),
        and, except where Sublandlord has indemnified Purchaser with respect thereto
        under the Asset Purchase Agreement, or has indemnified Subtenant hereunder,
        Subtenant shall pay all costs, expenses, liabilities, losses, damages, fines,
        penalties, claims and demands, including reasonable counsel fees, that may
        in
        any manner arise out of or be imposed because of the failure of Subtenant
        to
        comply with the covenants of this Article 21.
   
  
  B.  Sublandlord
        acknowledges that it has been the tenant under the Overlease for over fifty
        (50)
        years.  Sublandlord represents and warrants to Subtenant that, to its
        knowledge and except as set forth in the Asset Purchase Agreement, there
        are no
        violations at the Premises of any Laws.  Sublandlord agrees to pay,
        indemnify and hold Subtenant harmless from and against any costs, expenses,
        liabilities, losses, damages, fines, penalties, claims and demands, including
        reasonable counsel fees, arising out of or imposed because of the existence
        of
        any such violations of Laws existing on or prior to the commencement date
        of
        this Sublease.
  C.  The
        environmental indemnification obligations of Seller and Purchaser shall be
        handled in accordance with Article IX of the Asset Purchase
        Agreement.
  D.  Subtenant
        shall, at Subtenant's own cost and expense except as provided in Paragraph
        21B
        above, comply with all state, federal municipal or local environmental laws
        and
        the regulations promulgated thereunder (hereinafter called the "Environmental
        Laws") including, without limitation, the Comprehensive Environmental Response
        Compensation and Liability Act, as may be amended; and the Hazardous and
        Solid
        Waste Amendments of 1984, as may be amended.  Subtenant shall, at
        Subtenant's own expense, keep and maintain the Premises free from leaks of
        spills or Hazardous Substances or Hazardous Wastes (as hereafter defined)
        and
        free from contamination of Hazardous Substances or Hazardous
        Wastes.  For purposes of this Article 21, Hazardous Substances and
        Hazardous Wastes shall mean any substance defined as a hazardous substance
        and/or hazardous waste under the Environmental Laws.
  19.  **WAIVER**.  One
        or more waivers of any covenant or condition by Sublandlord or Subtenant
        shall
        not be construed as a waiver of a subsequent breach of the same or any other
        covenant or condition, and the consent or approval by Sublandlord or Subtenant
        to or of any act by the other requiring the other’s consent or approval shall
        not be construed to waive or render unnecessary the consent or approval to
        or of
        any subsequent similar act by the other party hereunder.
  20.  **EFFECT**.  This
        Agreement shall be binding upon the parties hereto, their heirs, executors,
        legal representatives, successors and permitted assigns, and may not be altered,
        amended, terminated or modified except by written instrument executed by
        each of
        the parties hereto.
   
  
  21.  **FORUM**.  This
        Agreement shall be governed by the laws of the state in which the Premises
        is
        located.  Sublandlord and Subtenant each waive trial by
        jury.
  22.  **RECORDING**.  This
        Agreement shall not be recorded, but at the request of either party Sublandlord
        and Subtenant shall execute and acknowledge a memorandum of this Sublease
        which
        does not set forth the economic terms hereof but is sufficient to give third
        persons notice of this Sublease.  The memorandum may be recorded by
        either party with the Clerk of Court for the Parish of Jefferson, State of
        Louisiana.  In the event such memorandum of this Sublease is recorded,
        Sublandlord and Subtenant shall execute and acknowledge a Notice of Termination
        of Sublease which shall be deposited in escrow with the Title Company (as
        defined in the Asset Purchase Agreement) and shall be recorded by the Title
        Company on the first business day of January, 2013 or on such earlier date
        as
        Sublandlord and Subtenant shall instruct the Title Company in
        writing.
  23.  **NO
        PRESUMPTION AGAINST DRAFTER**.****Sublandlord and
        Subtenant agree and acknowledge that:
  (a)           This
        Sublease has been freely negotiated by Sublandlord and Subtenant;
        and
  (b)           In
        any event of any ambiguity, controversy, dispute or disagreement over the
        interpretation, validity or enforceability of this Sublease or any of its
        covenants, terms or conditions, no inference, presumption or conclusion
        whatsoever shall be drawn against Sublandlord or Subtenant by virtue of
        Sublandlord's having drafted this Sublease or Subtenant having commented
        thereon.
  24.  **CONFLICT
        WITH AGREEMENTS**.****Nothing herein shall be deemed
        to amend or modify the Asset Purchase Agreement or the Supply Agreement (“Supply
        Agreement”) by and between C&S Wholesale Grocers, Inc. and Seller dated
        __________, 2005.  In the event of a conflict between the provisions
        of this Sublease and the provisions of the Asset Purchase Agreement and/or
        the
        Supply Agreement, the terms of the Asset Purchase Agreement and/or the Supply
        Agreement shall prevail.
  25.  **FORCE
        MAJEURE**.  Except as specifically set forth in this Sublease,
        Sublandlord and Subtenant shall be excused for the period of any delay in
        the
        performance of any of its obligations under this Sublease, other than the
        payment of money, when prevented from so doing
   
  by
        any
        cause or causes beyond their respective reasonable control, which shall include,
        without limitation, all labor disputes, inability to obtain any materials
        or
        services, civil commotion, restrictions, limitations or delays caused by
        governmental regulations or governmental agencies, or acts of God, each of
        which
        shall be an event of “Force Majeure”.
  26.  **SUCCESSORS**.  The
        respective rights and obligations of Sublandlord and Subtenant under this
        Sublease shall bind and shall inure to the benefit of Sublandlord and Subtenant
        and their respective legal representatives, heirs, successors and
        assigns.
  27.  **SEVERABILITY**.  If
        any provisions of this Sublease shall be held to be invalid, void or
        unenforceable, the remaining provisions of this Sublease shall in no way
        be
        affected or impaired and such remaining provisions shall continue in full
        force
        and effect.
  28.  **ENTIRE
        AGREEMENT; AMENDMENT**.  This Sublease, together with the Asset
        Purchase Agreement and the Supply Agreement, contains all the agreements,
        conditions, understandings, representations and warranties made between
        Sublandlord and Subtenant with respect to the subject matter hereof, and
        may not
        be modified orally or in any manner other than by an agreement in writing
        signed
        by both Sublandlord and Subtenant or their respective successors in
        interest.
  29.  **ESTOPPEL
        CERTIFICATE**.  At any time and from time to time and within
        twenty (20) days after written request by Sublandlord or Subtenant, Subtenant
        or
        Sublandlord, as the case may be, shall execute, acknowledge and deliver to
        the
        other a statement in writing duly executed by such party certifying that
        (a)
        this Sublease is in full force and effect, without modification or amendment
        (or, if there have been any modifications or amendments, that this Sublease
        is
        in full force and effect as modified and amended and setting forth the dates
        of
        the modifications and amendments), (b) the dates to which annual Rent has
        been
        paid, (c) to the knowledge of such party no default exists under this Sublease
        or specifying each such default and such other reasonable matters relating
        to
        the status of this Sublease and the obligations of the parties thereunder
        as the
        other may reasonably request; it being the intention and agreement of
        Sublandlord and Subtenant that any such statement may be relied upon by the
        other party or by a prospective permitted assignee or Subtenant or others,
        in
        any matter affecting the Premises.
   
  
  IN
        WITNESS WHEREOF, the parties have
        hereunto affixed their hands and seals the day and year first above
        written.
  
 **SUBLANDLORD:****THE
                  GREAT ATLANTIC & PACIFIC****TEA COMPANY, INC.**WITNESS:___________________________________________
              By: 
                  __________________________________________Vice
                  PresidentAttest: 
                  _______________________________________Assistant
                  Secretary**SUBTENANT:****OCEAN LOGISTICS LLC**WITNESS:__________________________________________
              By: 
                  __________________________________________PresidentAttest: 
                  _______________________________________Secretary




**EXHIBIT
        “A”**
 
 **Legal
        Description**
 
 That
        certain leasehold estate created by the Lease affecting the following described
        property:
 
 Tract
        1
 
 A
                  certain piece or portion of ground situated in the Parish of Jefferson,
                  State of Louisiana, in Section 47, Township 12 South, Range 10
                  East,
                  Southeast Land District, East of the Mississippi River, being portions
                  of
                  Lots 10, 11 and 12 of the subdivision of LaBarre Plantation, as
                  shown on
                  plan of A. D’Hemecourt, dated May 9, 1836, which said piece or portion of
                  ground is more particularly delineated on survey of F.G. Stewart,
                  Civil
                  Engineer and Surveyor, dated March 24, 1966, according to which
                  said piece
                  or portion of ground measures as follows,
                  to-wit:
 
 Beginning
        at the point at which the Easterly line of Lot 10 intersects the Northerly
        line
        of Jefferson Highway, Louisiana State Highway #1; thence in a Westerly direction
        along said Northerly line of Jefferson Highway for a distance of 29.44 feet
        to
        point A, the point of beginning; thence in a Northerly direction along a
        line
        parallel to and lying 29 feet Westerly from the Easterly line of said Lot
        10 for
        a distance of 1044.42 feet to point D; thence at an interior angle of 90
        degrees
        for a distance of 373 feet in a Westerly direction to point C; thence at
        an
        interior angle of 90 degrees for a distance of 1109.48 feet along a line
        parallel to and lying 18 feet Westerly from the Westerly line of Lot 11 to
        point
        B on the Northerly line of Jefferson Highway; thence in an Easterly direction
        for a distance of 378.67 feet along the northerly line of said Jefferson
        Highway
        to point A, the point of beginning.
 
 Tract
                  2 - Right of Way and Passage
 
 A
                  certain piece or portion of ground, situated in Jefferson Parish,
                  State of
                  Louisiana, in Section 47, Township 12 South, Range 10 East, Southeast
                  Land
                  District of Louisiana, East of the Mississippi River, being a portion
                  of a
                  certain lot designated by the Number 10 of the Sub-division of
                  LaBarre
                  Plantation, as shown on plan of A. D’Hemecourt, dated May 9, 1836, which
                  said piece or portion of ground is for the free and unobstructed
                  use of a
                  right of way and passage, whether by motor vehicle, carriage, wagon
                  or
                  otherwise on, over and across the property more particularly described
                  as
                  follows:
 
 Beginning
        at a point of intersection of the Easterly line of aforesaid Lot 10 with
        the
        Northerly line of Jefferson Highway (State Highway No. 1); thence North 20°00’
40” East for a distance of 1039.35 feet along the Easterly line of Lot 10;
        thence North 69° 59’ 20” West for a distance of 29 feet; thence South 20° 00’
40” West a distance of 1044.42 feet to the Northerly line of Jefferson Highway;
        thence South 79° 53’ 00” East a distance of 29.44 feet to the point of
        beginning.
  
  
 
 The
        portion of ground hereinabove described is more fully shown on plan prepared
        by
        R. P. Rordam, Civil Engineer, dated New Orleans, Louisiana, July 22, 1949,
        revised December 18, 1949 and October 9, 1950, and on plan prepared by F.G.
        Stewart, Civil Engineer and Surveyor, dated New Orleans, Louisiana, March
        24,
        1966.
 
  
  **EXHIBIT
        “B”**
 
 **Schedule
        of Lease and Amendments**
 
 1.
              Lease
                  dated October 14, 1950, by and between Jones-Brown Realty Company,
                  Inc.
                  (“Jones-Brown”), as lessor, and Sublandlord, as lessee, a memorandum of
                  which was recorded on December 8, 1950, in the Office of the Clerk
                  and
                  Ex-Officio Recorder of Jefferson Parish, Louisiana (the “Clerk’s Office)
                  in Conveyance Book 295, folio 661.
  2.
              Supplemental
                  Lease between Jones-Brown, as lessor, and Sublandlord, as lessee,
                  dated
                  February 19, 1951, a memorandum of which was recorded on March 2, 1950 in
                  the Clerk’s Office in Conveyance Book 299, folio
                  295.
  3.
              Second
                  Supplemental Lease between New York Life Insurance Company, as
                  successor
                  lessor, and Sublandlord, as lessee, dated November 20, 1957, which
                  was
                  recorded in the Clerk’s Office in Conveyance Book 634, folio
                  851.
  4.
              Third
                  Supplemental Lease between Boyle Trust and Investment Company,
                  as
                  successor lessor (“Boyle”), and Sublandlord, as lessee, dated January 16,
                  1967, which was recorded on January 20, 1967 in the Clerk’s Office in
                  Conveyance Book 651, folio 74.
  5.
              Fourth
                  Lease Amendment and Extension Agreement between Boyle, as successor
                  lessor, and Sublandlord, as lessee, dated September 22, 1986, which
                  was
                  recorded in the Clerk’s Office, December 15, 1986 in Conveyance Book 1620,
                  folio 284.
  6.
              Fifth
                  Lease Amendment between Alton Ochsner Medical Foundation, as successor
                  lessor (“Alton”), and Sublandlord, as lessee, dated December 6, 1995, a
                  memorandum of which was recorded in the Clerk’s Office on August 30, 1996
                  in Conveyance Book 2945, folio 729.
  7.
              Sixth
                  Lease Amendment by and between Alton, as successor lessor, and
                  Sublandlord, as lessee, dated November 13, 1998, a memorandum of
                  which was
                  recorded on December 1, 1998 in the Clerk’s Office in Conveyance Book
                  2997, folio 64.
  8.
              Seventh
                  Lease Amendment by and between Alton, as successor lessor, and
                  Sublandlord, as lessee, dated May 8, 2000, a memorandum of which
                  was
                  recorded on May 15, 2000 in the Clerk’s Office in Conveyance Book 3030,
                  folio 360.
  
 
 
  
   Exhibit
        F
 Leased
        Equipment


[To
        list
        all leased equipment.  Subset of Exhibit B.]











**WAREHOUSE
                MAINTENANCE & SERVICE VENDORS**Exhibit
                F**Service**
            **Vendor**
            **Copy
                Recvd**
            **Monthly
                Payment**
            **Term
                Begin**
            **Term
                End**
            **Assumed****Baltimore:**Copiers
            Xerox
                (1)
            **X**
            29.35
            13-Dec-01
            31-Dec-06
            YCopiers
            Konica
                (2)
            **X**
            99.88
            14-Feb-03
            13-Feb-08
            YCopiers
            Konica
                (2)
            **X**
            67.34
            14-Feb-03
            13-Feb-08
            YCopiers
            Konica
                (2)
            **X**
            145.98
            9-Dec-03
            9-Dec-08
            YCopiers
            Konica
            **X**
            135.52
            14-Feb-03
            13-Feb-08
            YCopiers
            Nec
                Financial Services
            **X**
            Provider
                for 7 Konicas above.
            Variable
                as above.
            Variable
                as above.
            Y**Dunmore:**Copiers
            (GE
                Servicing) Pitney Bowes(1)
            **X**
            425
            26-Sep-00
            25-Sep-05
            YCopiers
            Xerox
                (1)
            **X**
            246.73
            31-Dec-01
            30-Dec-06
            YCopiers
            Konica
            **X**
            211.88
            14-Nov-03
            13-Nov-08
            YCopiers
            Konica
            **X**
            145.98
            No
                Information.
            No
                Information.
            YCopiers
            Konica
            **X**
            196.21
            14-Feb-03
            13-Feb-08
            YCopiers
            Konica
                (2)
            **X**
            162.12
            14-Feb-03
            13-Feb-08
            YNec
                Financial Services
            **X**
            Provider
                for 5 Konicas above.
            Variable
                as above.
            Variable
                as above.
            YStorage
            Crown
                Distribution LLC (2)
            **X**
            
            1-Oct-04
            Until
                Terminated.
            Y**Central
                Islip:**Copiers
            Xerox
                (5)
            **X**
            475.86
            20-Nov-02
            19-Nov-07
            YCopiers
            Konica
            **X**
            79.81
            4-Aug-04
            3-Aug-09
            YCopiers
            Konica
            **X**
            72.53
            4-Aug-04
            3-Aug-09
            YCopiers
            Nec
                Financial Services Inc
            **X**
            Provider
                for 2 Konicas above.
            Variable
                as above.
            Variable
                as above.
            Y**New
                Orleans:**Copiers
            Konica
                (2)
            **X**
            72.29
            3-Apr-03
            2-Apr-08
            YCopiers
            Konica
            **X**
            99.88
            3-Apr-03
            2-Apr-08
            YCopiers
            Konica
            **X**
            162.12
            3-Apr-03
            2-Apr-08
            Y**Corporate:**
            *
                Note these contracts will only apply to facilities/locations C&S
                assumes as related to this transaction***Notes:**Note:  There
                are no contracts in place for waste removal. All in legal review.
                We'll
                exclude these locations in the final agreement.Note:  Some
                management personnel in the 4 facilities have company-paid Blackberries,
                so C&S may get questions from those people as to whether or not they
                will get this "perk" from C&S.

















Exhibit
      G-1


Special
      Warranty Deed for the Dunmore Owned Facility








Prepared
      by and return to:




















Parcel
      Number:  ______________





**THIS
      INDENTURE** made the ____ day of ___________, 2005,





**BETWEEN**
      __________________________________________________________________, a
      _____________________ (hereinafter called the Grantor), of the one part,
      and


___________________________________
      (hereinafter called the **Grantee**), of the other
      part,





**WITNESSETH**That the said Grantor for and in consideration of the sum of
      ______________________________Dollars (________________ _________), lawful
      money
      of the United States of America, unto it well and truly paid by the said
**Grantee**, at or before the sealing and delivery hereof, the
      receipt whereof is hereby acknowledged, has granted, bargained and sold,
      released and confirmed, and by these presents does grant, bargain and sell,
      release and confirm unto the said **Grantee**, successors and
      assigns, ALL THAT CERTAIN lot or piece of ground more particularly described
      on
      Exhibit "A" attached hereto and made a part hereof.





**BEING**[INSERT RECITAL, UNLESS INCLUDED ON EXHIBIT "A"].





**UNDER
      AND SUBJECT,** nevertheless, to the restrictions, covenants, easements
      and conditions listed on Exhibit "B" attached hereto and made a part
      hereof.





**TOGETHER**
      with [add appurtenant easements].





**TOGETHER**with all and singular the buildings and improvements, ways, streets,
      alleys, driveways, waters, water-courses, rights, liberties, privileges,
      hereditaments and appurtenances, whatsoever unto the hereby granted premises
      belonging, or in any wise appertaining, and the reversions and remainders,
      rents, issues, and profits thereof; and all the estate, right, title, interest,
      property, claim and demand whatsoever of it, the said Grantor, as well at law
      as
      in equity, of, in, and to the same.

















**TO
      HAVE AND TO HOLD** the said lots or pieces of ground above described,
      with the messuage or tenement thereon erected, hereditaments and premises hereby
      granted, or mentioned and intended so to be, with the appurtenances, unto the
      said **Grantee**, its successors and assigns, to and for the only
      proper use and behoove of the said **Grantee**, its successors and
      assigns forever.





**UNDER
      AND SUBJECT,**as aforesaid.





**AND**the said Grantor, for itself, its successors and assigns, does hereby
      **WARRANTY SPECIALLY**the property hereby conveyed.





**IN
      WITNESS WHEREOF,**the party of the first part hereunto has caused these
      presents to be duly executed by its authorized officer, the day and year first
      above written.








__________________________________,
                a_______________________________By:_________________________________





(Corporate
      Seal)














STATE
                OF NEW JERSEY [__________________]
            ::
                SSCOUNTY
                OF __________________
            :








On
      this,
      the _____ day of _______________, 2005, before me, a Notary Public in and for
      the State and County aforesaid, the undersigned officer, personally appeared
      ______________________________, who acknowledged himself/herself to be the
      _______________________of  _____________________, a corporation, and
      that he/she as such officer, being authorized to do so, executed the foregoing
      instrument for the purposes therein contained by signing the name of the
      corporation by himself/herself as such officer.





IN
      WITNESS WHEREOF, I have hereunto set my hand and official seal.








________________________________________NOTARY
                PUBLICMy
                Commission Expires:











The
      address of the above named Grantee is:





_____________________________


_____________________________








________________________________________


On
      behalf
      of the Grantee











**EXHIBIT
      “A”**





**Legal
      Description**











**EXHIBIT
      “B”**





**Permitted
      Title Exceptions**














Exhibit
      G-2





**ACT
                OF CASH SALE**
              
              **BY**
              
              **[Name
                of Seller]**
              
              **TO**
              
              **[Name
                of Buyer]**
            *****
              *****
              *****
              *****
              *****
              *****
              *****
              *****
              *****
              *****
              *****
              *****
            **UNITED
                STATES OF AMERICA**
              
              **STATE
                OF**
              
              **PARISH/COUNTY
                OF**
              
              and
              
              **STATE
                OF**
              
              **PARISH/COUNTY
                OF***** *
                * * * * * * * * * * * * * * * * * * * * * * * ***








**BE
      IT KNOWN**, that on this ______ day of ______________, 2005, before me, a
      Notary Public, duly commissioned and qualified in and for the State of,
      Parish/County of _____________, and in the presence of the undersigned competent
      witnesses, personally came and appeared:




**[Name
      of Seller]**, a _______________ (the
**"****Seller****"**), which
      is
      represented herein by _______________, its _______________, who has been duly
      authorized to act herein by virtue of the resolutions, a certified copy or
      extract of which is attached hereto as **Exhibit
“C”**;




Mailing
      Address:  470 Chestnut Ridge Road


Woodcliff
      Lake, NJ 07677







Taxpayer
      Identification No.:  xx-xxx______




who,
      having been duly sworn, declared that it does hereby grant, bargain, sell,
      convey, transfer, assign, set over, abandon and deliver**,**with
      warranty of title with respect to claims by, through or under Seller but not
      otherwise but with substitution and subrogation in and to any and all rights
      and
      actions in warranty against all prior owners and vendors**,**
      unto:




**[Name
      of Buyer]**, a _______________ (the
**"****Buyer****"**), represented
      herein by _______________, its _______________, who has been duly authorized
      to
      act herein ;




Mailing
      Address:  7 Corporate Drive


Keene,
      New Hampshire 03431







Taxpayer
      Identification No.:  xx-xxx___________


















here
      present accepting, and purchasing for itself and its successors and assigns,
      and
      acknowledging due delivery and possession thereof, all and singular the property
      described in **Exhibit “A”** attached hereto and made a part
      hereof (the "**Property**").




To
      have
      and to hold the Property unto Buyer, and Buyer's successors and assigns
      forever.




This
      sale
      is made and accepted for and in consideration of the price and sum of
      ______________________________ ($____________), cash, which Buyer has well
      and
      truly paid, in ready and current money, to Seller, which hereby acknowledges
      the
      receipt thereof and grants full acquittal and discharge therefore.




Seller
      does hereby assign to Buyer all of Seller's right, title and interest in and
      to
      all governmental approvals, permits and licenses pertaining to the Property
      and
      expropriation awards and other similar incorporeal rights and interests, if
      any,
      with respect to the Property.




This
      conveyance is made and accepted subject to the restrictive covenants,
      servitudes, encumbrances and other matters of public record listed on
**Exhibit “B”** hereto and made a part hereof (the
      "**Permitted Exceptions**").




By
      acquiring the Property subject to the Permitted Exceptions, Buyer does not
      acknowledge the validity or enforceability of those matters for any purpose,
      including, but not limited to, interruption of prescription.




The
      parties declared that all taxes up to and including taxes due and eligible
      in
      2004 are paid in full.  Taxes for the year 2005 are prorated between
      the parties based on the 2004 tax bill **[unless the 2005 is then
      available]**.  Pursuant to La. R.S. § 9:2721(B),
      Buyer is responsible for all property taxes and assessments for and after the
      year 2005, and the address to which property tax and assessment notices are
      to
      be mailed is Buyer’s address as set forth above.




The
      parties waive the production of mortgage and conveyance certificates and tax
      researches and relieve and release the undersigned notaries public from any
      liability in connection therewith.  The parties further acknowledge
      that the undersigned notaries public have not performed an examination of the
      title to the Property and express no opinion on the title to the
      Property.


















**THUS
      DONE AND PASSED** by Seller, in _______________, ____________, on the
      ______ day of _______________, 2005, in the presence of the undersigned
      competent witnesses, who hereunto sign their names with Seller and me, Notary,
      after due reading of the whole.




WITNESSES:
              
              ______________________________________________________
              Print
                Name: _____________________________________________
              
              
              
              
              _______________________________________________________
              Print
                Name: ______________________________________________
            SELLER:
              
              
              **[Name
                of Seller]**
              
              
              By: __________________________________________
              Print
                Name:____________________________________
              Title: ________________________________________________________________________________
              Notary
                Public
              My Commission
                Expires: ________________













**THUS
        DONE AND PASSED** by Buyer, in _______________, ____________, on the
        ______ day of _______________, 2005, in the presence of the undersigned
        competent witnesses, who hereunto sign their names with Buyer and me, Notary,
        after due reading of the whole.
  WITNESSES:
                
                ______________________________________________________
                Print
                  Name: _____________________________________________
                
                
                
                
                _______________________________________________________
                Print
                  Name: ______________________________________________
              BUYER:
                
                
                **[Name
                  of Buyer]**
                
                
                By: __________________________________________
                Print
                  Name:____________________________________
                Title: ________________________________________________________________________________
                Notary
                  Public
                My Commission
                  Expires: ________________








**EXHIBIT
      “A”**





**Legal
      Description**











**EXHIBIT
      “B”**





**Permitted
      Exceptions**











**EXHIBIT
      “C”**





**Certified
      Copy of Seller’s Board Resolution Authorizing Sale**



















Exhibit
      G-3


Form
      of
      Maryland Deed








**THIS
      DEED**, Made
      this  day of , 2005, by and between
      _________________________, Grantor, party of the first part and
      _______________________, Grantee, party of the second part.





**WITNESSETH**,
      That in
      consideration of the sum of ______________________________________, the actual
      consideration paid and other good and valuable considerations, the receipt
      of
      which is hereby acknowledged, the said party of the first part does grant and
      convey to the party of the second part, its successors and/or assigns, in fee
      simple, all that parcel of land situate in __________________, State of
      Maryland, and described as follows, that is to say:





SEE
      LEGAL DESCRIPTION ATTACHED
      HERETO.





**BEING**
      the same
      property described in a Deed dated __________________ and recorded among the
      Land Records of __________________ in Liber _____, folio _____, from
      __________________________to _________________________, the grantor
      herein.





**BY**
      the execution of
      this Deed, the party of the first part hereby certifies under the penalties
      of
      perjury that the actual consideration paid or to be paid, including the amount
      of any mortgage or deed of trust outstanding, is as hereinbefore set
      forth.





**GRANTOR**certifies
      that
      this conveyance is not part of a transaction in which there is a sale, lease,
      exchange or other transfer of all or substantially all of the property and
      assets of the said corporate grantor.





**TOGETHER
      WITH** the
      buildings thereupon, and the rights, alleys, ways, waters, privileges,
      appurtenances and advantages thereto belonging, or in anywise
      appertaining.





**AND**the
      said party of
      the first part hereby covenants that it has not done or suffered to be done
      any
      act, matter or thing whatsoever, to encumber the property hereby conveyed;
      that
      it will warrant specially the property hereby granted; and that it will execute
      such further assurances of the same as may be requisite.





**TO
      HAVE AND TO HOLD**
      the described parcel of land and premises to the said party  of the
      second part, its successors and/or assigns, in fee simple.

















**IN
      WITNESS WHEREOF**,
      Grantor has executed this Deed under seal on the day and year herein first
      written.




**WITNESS:**_____________________________________________
              
              BY:__________________________________(SEAL)Name:Title:























**SEE
      SEPARATE PAGE FOR ACKNOWLEDGEMENT AND CERTIFICATION**



































**STATE
      OF __________,**





**CITY/COUNTY
      OF_________________, to wit:**





**I
      HEREBY CERTIFY**, That
      on this  day of , 2005, before me, the subscriber, a
      Notary Public of the State aforesaid, personally appeared  who
      acknowledged him/herself to be the  of ________________________ a
      corporation, and that he/she as such , being authorized so to do,
      executed the foregoing instrument for the purposes therein contained by signing
      in my presence, the name of the corporation by him/herself as such
.





**IN
      WITNESS WHEREOF**, I
      hereunto set my hand and official seal.








______________________________





NOTARY
      PUBLIC





My
      Commission Expires:______________














THIS
      IS
      TO CERTIFY THAT THE WITHIN INSTRUMENT HAS BEEN PREPARED BY OR UNDER THE
      SUPERVISION OF THE UNDERSIGNED MARYLAND ATTORNEY.








______________________________











RETURN
      TO:





Commonwealth
      Land Title


Insurance
      Company


31
      Light
      Street


Suite
      500


Baltimore,
      Maryland  21202


File
      No.











**EXHIBIT
      A**














Exhibit
      H


Permits
      and Licenses [To be verified by A&P]





**A.**
            **Federal**




US
      Dept
      of Agriculture – Meat/Poultry Handlers


US
      Dept
      of Agriculture - PACA License


US
      Dept
      of Agriculture – Plant Import Permit / Distribution License


US
      Drug
      Enforcement Agency – Chemical Control Registration


[US
      Environmental Protection Agency – Ammonia and Lead Acid Batteries]


US
      Food
& Drug Administration – Food Facility Registrations


US
      Dept
      of Transportation  - ICC Authority


US
      Dept
      of Transportation – USDOT Number


US
      Dept
      of Treasury - Special Tax Stamp





**Louisiana**


LA
      Dept
      of Health - Permit to Operate Multiple Food Warehouse


LA
      Dept
      of Agriculture, Division of Measures  & Weights -
      Scales





**Maryland**


MD
      Dept
      of Agriculture – Egg Inspection


MD
      Dept
      of  Agriculture – Seedman’s Permit


MD
      Dept
      of Environmental Resources – Certificate of Occupancy


MD
      Dept
      of Health – Food Processing Plant License & Shellstock Shipper


MD
      Dept
      of Health – Milk Distribution License


Traders
      License


Wastewater
      Discharge Permit





**New
      York**


NY
      Dept
      of Agriculture – Food Warehouse License


NYS
      Dept
      of Env Control  - Registration for Solid Waste Management


Suffolk
      County Dept of Health – Permit to Operate a Toxic or Haz Mat Storage
      Facility


Town
      of
      Islip, Div of Code Enforcement - Storage of Haz-Mat/Flam Comp
      Gas-Propane


Town
      of
      Islip, Dept of Env Control, Permit to Operate Transfer Station/Recycling
      Center





**Pennsylvania**


Dunmore
      Board of Health - Certificate of Occupancy


Dunmore
      Board of Health -  License to Operate a Public Eating/Drinking
      Place


PA
      Department of Health, Drug & Device Registration – Distributor
      (Non-Prescription)


PA
      Department of Labor & Industry - Boiler or Pressure Vessel
      Operation


PA
      Department of Revenue - Sales Tax License


DE
      Division of Professional License - Pharmacy-Wholesale











Exhibit
      J


Lease
      Documents







Islip
      Facility Lease









Lease
      between Central Islip - Grocery, LLC, as lessor and Waldbaum, Inc., as lessee,
      dated February 13, 2001.









Baltimore
                Facility Lease









Lease
      between Baltimore-Grocery, LLC, as lessor, and the Great Atlantic & Pacific
      Tea Company, Inc., as lessee, dated February 13, 2001.









New
                Orleans Facility Lease







1.           Lease
      dated October 14, 1950, by and between Jones-Brown Realty Company, Inc.
      (“Jones-Brown”), as lessor, and The Great Atlantic & Pacific Tea Company,
      Inc. ("Sublandlord"), as lessee, a memorandum of which was recorded on December
      8, 1950, in the Office of the Clerk and Ex-Officio Recorder of Jefferson Parish,
      Louisiana (the “Clerk’s Office) in Conveyance Book 295, folio 661.




2.           Supplemental
      Lease between Jones-Brown, as lessor, and Sublandlord, as lessee, dated February
      19, 1951, a memorandum of which was recorded on March 2, 1950 in the Clerk’s
      Office in Conveyance Book 299, folio 295.




3.           Second
      Supplemental Lease between New York Life Insurance Company, as successor lessor,
      and Sublandlord, as lessee, dated November 20, 1957, which was recorded in
      the
      Clerk’s Office in Conveyance Book 634, folio 851.




4.           Third
      Supplemental Lease between Boyle Trust and Investment Company, as successor
      lessor (“Boyle”), and Sublandlord, as lessee, dated January 16, 1967, which was
      recorded on January 20, 1967 in the Clerk’s Office in Conveyance Book 651, folio
      74.




5.           Fourth
      Lease Amendment and Extension Agreement between Boyle, as successor lessor,
      and
      Sublandlord, as lessee, dated September 22, 1986, which was recorded in the
      Clerk’s Office on December 15, 1986 in Conveyance Book 1620, folio
      284.




6.           Fifth
      Lease Amendment between Alton Ochsner Medical Foundation, as successor lessor
      (“Alton”), and Sublandlord, as lessee, dated December 6, 1995, a memorandum
      of













which
      was
      recorded in the Clerk’s Office on August 30, 1996 in Conveyance Book 2945, folio
      729.




7.           Sixth
      Lease Amendment by and between Alton, as successor lessor, and Sublandlord,
      as
      lessee, dated November 13, 1998, a memorandum of which was recorded on December
      1, 1998 in the Clerk’s Office in Conveyance Book 2997, folio 64.




8.           Seventh
      Lease Amendment by and between Alton, as successor lessor, and Sublandlord,
      as
      lessee, dated May 8, 2000, a memorandum of which was recorded on May 15, 2000
      in
      the Clerk’s Office in Conveyance Book 3030, folio 360.













Schedule
          1.1
  Excluded
          Assets
  Contracts
          not assigned to Purchaser.
 Schedule
          4.1(e)(vi)
  Written
          Notice of Non-Compliance
  
  UST
          issues as set forth on Schedule 4.1(o).
  
  
   Schedule
          4.1(e)(vii)
  Written
          Notice of Repairs
  
  
  
   Schedule
          4.1(h)
  Necessary
          Repairs
  
  New
          Orleans Roof
  UST
          issues as set forth on 4.1(o)
  Results
          from site visits to occur week of 6/20
  Wall
          in
          Islip
  Repairs
          pursuant to Section 8.19 of this Agreement.
 
 Schedule
        4.1(j)
  Litigation
  
  The
        Great
        Atlantic & Pacific Tea Company, Inc. v. Centimark Corporation
        (settled)
   UST
        issues as set forth on 4.1(o)
   See
        attached claims.
  
  
 
 
 
 **Created
          by WHSEOPEN SIGMA.     ID: RSGGAP**
 
 **BY—ITEM
          options currently in effect are:**
 **PTBY:
          BY WHSE NOPR NEWPAGE SET &B01 BY COV_MAJOR_T NOPR NEWPAGE SET &B02 BY
          I**
 **NLIT
          NOPR NEWPAGE SET &B03 BY ID_OCCUR_DATE NOPR SET
&B04**
 **BY
          WHSE NOPR NEWPAGE SET &B01 BY COV_MAJOR_T NOPR NEWPAGE SET &B02 BY INLIT
          NOPR NEWPAGE SET &B03 BY ID_OCCUR_DATE NOPR SET
&B04**
 **DEFINE
          items in effect:**
 
 **DEFINE
          WHSE**
 **AS
          A15**
 **HEADING**
 **EXPR=
          LOC_ORACLE DECODE('0008'='NEW ORLEANS',**
 **'0016'='CENTRAL
          ISLIP','0020'='DUNMORE',**
 **'0030'='BALTIMORE',ELSE='OTHER')**
 
 **DEFINE
          INLIT**
 **AS
          A15**
 **HEADING**
 **EXPR=
          IF LGL_FLAG = 'Y' THEN 'IN LITIGATION'**
 **ELSE
          'NOT LITIGATED'**
 
 **DEFINE
          LOC1T**
 **AS
          A15**
 **HEADING**
 **EXPR=
          LOC_LVL1 CATB '—' CAT LOC_LVL1_T**
 
 
 **Report
          is per claimant.**
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **No
          report footing in effect at this time.**
 
 **Display
          formats currently in effect are:**
 **....Format
          for dollars is: AS 99,999,999PR**
 **.....Format
          for counts is: AS 999,999**
 **...Format
          for percents is: AS 999.999**
 **.....Format
          for ratios is: AS 9999.9999**
 
 **Report
          options currently in effect are:**
 **...........Per
          claim/occurrence is: Per claim (CLAIMID, TOTVAL, et al)**
 **.....Base
          date of annual period is: \**
 **..Annual
          period inception month is:  > No time item**
 **...............Reporting
          period is: /**
 **..........Annual
          inflation rate is: 00.00%**
 **...............Inflated
          to date is: 06/08/2005**
 **................Evaluation
          date is: 06/07/2005**
 
 **Selection
          criteria currently in effect:**
 **LOC_ORACLE
          AMONG('0008','0016','0020','0030')**
 **STATUS
          = 'O'**
 **DELETE_FLAG
          NE 'Y'**
 
 **Report
          title currently in effect is:**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY fold OPEN LOSSES AS OF JUNE 7,
          2**
    
  **PAGE   1**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **BALTIMORE**
 **WORKERS'
          COMPENSATION**
 **IN
          LITIGATION**
 
 
 **Claim**
                  **Identification**
                
                **Date**
                  **Claim**
                  **Occurred**
                **Adjuster**
                  **Notified**
                **O/F**
                **Date**
                  **Claim**
                  **Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim**
                  **Paid
                    to Date $**
                
                
                **Total
                    Claim**
                  **Outstanding
                    $**
                
                
                **Total
                    Claim**
                  **Total
                    Incurred $****S861111081644001**
                
                **06/17/93**
                **06/24/93**
                **O**
                **10/31/01**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **101,100**
                
                
                ****
                **44,597**
                
                
                ****
                **145,697****S8611DQX19001001**
                
                **05/07/00**
                **05/09/00**
                **O**
                **08/17/01**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **11,830**
                
                
                ****
                **7,737**
                
                
                ****
                **19,567****S8611DQX27016001**
                
                **01/17/02**
                **02/28/02**
                **O**
                **11/24/04**
                
                ****
                **624**
                
                **22181—BALTIMORE**
                
                ****
                **33,218**
                
                
                ****
                **3,712**
                
                
                ****
                **36,930**
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
  Created
          by WHSEOPEN
          SIGMA.
  
 
 **PAGE   2**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **BALTIMORE**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S8611DQX29703001**
                **09/23/02**
                **09/24/02**
                **O**
                **10/31/03**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **82,049**
                
                
                ****
                **20,701**
                
                
                ****
                **102,750****S8611DQX30582001**
                **11/19/02**
                **11/19/02**
                **O**
                **08/31/04**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **20,935**
                
                
                ****
                **12,315**
                
                
                ****
                **33,250****S8611DQX30897001**
                **12/14/02**
                **12/16/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **89,248**
                
                
                ****
                **4,852**
                
                
                ****
                **94,100****S8611DQX32660001**
                **04/24/03**
                **05/02/03**
                **O**
                **01/08/05**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **37,997**
                
                
                ****
                **10,703**
                
                
                ****
                **48,700****S8611DQX32686001**
                **05/05/03**
                **05/05/03**
                **O**
                **03/09/04**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **48,055**
                
                
                ****
                **6,256**
                
                
                ****
                **54,311****S8611DQX33323001**
                **06/26/03**
                **06/27/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **79,643**
                
                
                ****
                **48,023**
                
                
                ****
                **127,666****S8611DQX33710001**
                **08/04/03**
                **08/04/03**
                **O**
                **08/31/04**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **14,027**
                
                
                ****
                **4,903**
                
                
                ****
                **18,930****S8611DQX35204001**
                **12/21/03**
                **12/24/03**
                **O**
                **02/20/04**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **6,140**
                
                
                ****
                **11,436**
                
                
                ****
                **17,576****S8611DQX35658001**
                **01/29/04**
                **02/20/04**
                **O**
                **07/30/04**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **6,942**
                
                
                ****
                **13,698**
                
                
                ****
                **20,640****S8611DQX35796001**
                **03/04/04**
                **03/08/04**
                **O**
                **11/10/04**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **9,368**
                
                
                ****
                **5,073**
                
                
                ****
                **14,441****S8611DQX36437001**
                **05/26/04**
                **05/27/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **9,508**
                
                
                ****
                **2,642**
                
                
                ****
                **12,150****S8611DQX36440001**
                **05/27/04**
                **05/28/04**
                **O**
                **10/29/04**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **7,024**
                
                
                ****
                **26,141**
                
                
                ****
                **33,165****S8611DQX36469001**
                **05/28/04**
                **06/02/04**
                **O**
                **12/10/04**
                
                ****
                **127**
                
                **22481—BALTIMORE**
                
                ****
                **575**
                
                
                ****
                **20,204**
                
                
                ****
                **20,779****S8611DQX36503001**
                **06/03/04**
                **06/04/04**
                **O**
                **07/29/04**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **3,379**
                
                
                ****
                **7,989**
                
                
                ****
                **11,368****S8611DQX37077001**
                **09/08/04**
                **09/15/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **32,807**
                
                
                ****
                **15,833**
                
                
                ****
                **48,640****S8611DQX37154001**
                **09/28/04**
                **09/29/04**
                **O**
                **01/28/05**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **3,147**
                
                
                ****
                **9,492**
                
                
                ****
                **12,639****S8611DQX37618001**
                **01/04/05**
                **01/05/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **9,653**
                
                
                ****
                **27,365**
                
                
                ****
                **37,018****S8611DQX37744001**
                **01/31/05**
                **01/31/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **229**
                
                
                ****
                **14,434**
                
                
                ****
                **14,663****S8611DQX37896001**
                **02/27/05**
                **02/28/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **5,942**
                
                
                ****
                **13,318**
                
                
                ****
                **19,260****S8611DQX37930001**
                **03/03/05**
                **03/04/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **500**
                
                
                ****
                **4,500**
                
                
                ****
                **5,000****S8611DQX38071001**
                **03/29/05**
                **03/30/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **1,769**
                
                
                ****
                **10,591**
                
                
                ****
                **12,360****S8611DQX38181001**
                **04/02/05**
                **04/06/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **4,809**
                
                
                ****
                **15,782**
                
                
                ****
                **20,591****S8611DQX38182001**
                **04/06/05**
                **04/06/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **1,956**
                
                
                ****
                **344**
                
                
                ****
                **2,300****S8611DQX38424001**
                **04/28/05**
                **04/28/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **428**
                
                
                ****
                **1,872**
                
                
                ****
                **2,300****S8611DQX38438001**
                **04/30/05**
                **04/30/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **635**
                
                
                ****
                **1,665**
                
                
                ****
                **2,300****S8611DQX38626001**
                **05/05/05**
                **06/01/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **0**
                
                
                ****
                **4,300**
                
                
                ****
                **4,300****S8611DQX38466001**
                **05/06/05**
                **05/06/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **19**
                
                
                ****
                **12,238**
                
                
                ****
                **12,257****S8611DQX38507001**
                **05/06/05**
                **05/10/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **16**
                
                
                ****
                **2,284**
                
                
                ****
                **2,300****S8611DQX38523001**
                **05/11/05**
                **05/13/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **13**
                
                
                ****
                **4,787**
                
                
                ****
                **4,800****S8611DQX38524001**
                **05/11/05**
                **05/13/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **84**
                
                
                ****
                **6,286**
                
                
                ****
                **6,370****S8611DQX38614001**
                **05/14/05**
                **05/31/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22181—BALTIMORE**
                
                ****
                **0**
                
                
                ****
                **6,800**
                
                
                ****
                **6,800****S8611DQX38564001**
                **05/20/05**
                **05/23/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22281—BALTIMORE**
                
                ****
                **0**
                
                
                ****
                **4,800**
                
                
                ****
                **4,800****S8611DQX38587001**
                **05/22/05**
                **05/25/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **22381—BALTIMORE**
                
                ****
                **0**
                
                
                ****
                **4,800**
                
                
                ****
                **4,800****S8611DQX38573001**
                **05/24/05**
                **05/24/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **22181—BALTIMORE**
                
                ****
                **0**
                
                
                ****
                **2,300**
                
                
                ****
                **2,300**
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
 
  **PAGE   3**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **GENERAL
          LIABILITY**
 **IN
          LITIGATION**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S861177649159001**
                **08/29/02**
                **01/28/03**
                **O**
                **N/A**
                
                ****
                **179**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **2,931**
                
                
                ****
                **24,569**
                
                
                ****
                **27,500**
 
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
  ****
 
 **PAGE   4**
  **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **GENERAL
          LIABILITY**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S861177650675001**
                **06/25/02**
                **05/09/03**
                **O**
                **N/A**
                
                ****
                **179**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **1,263**
                
                
                ****
                **22,738**
                
                
                ****
                **24,000****S861177660047001**
                **06/02/04**
                **07/13/04**
                **O**
                **N/A**
                
                ****
                **179**
                
                **77181—WHSE/DIST**
                
                ****
                **6,436**
                
                
                ****
                **23,564**
                
                
                ****
                **30,000****S861177663494001**
                **06/21/04**
                **11/10/04**
                **O**
                **N/A**
                
                ****
                **179**
                
                **77181—WHSE/DIST**
                
                ****
                **290**
                
                
                ****
                **1,710**
                
                
                ****
                **2,000**
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN
          SIGMA.**
   
 **PAGE   5**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **WORKERS'
          COMPENSATION**
 **IN
          LITIGATION**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S439494302357001**
                **02/12/90**
                **07/12/91**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **91,694**
                
                
                ****
                **6,129**
                
                
                ****
                **97,824****S439494302303001**
                **04/10/90**
                **07/12/91**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **31,779**
                
                
                ****
                **68,391**
                
                
                ****
                **100,170****S439494302360001**
                **05/28/91**
                **07/12/91**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **43,186**
                
                
                ****
                **7,220**
                
                
                ****
                **50,407**
  
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN
          SIGMA.**
 
  **PAGE   6**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
   **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S439494326748001**
                **08/25/89**
                **03/30/93**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **6,917**
                
                
                ****
                **3,051**
                
                
                ****
                **9,968****S439494302397001**
                **11/13/89**
                **07/12/91**
                **O**
                **06/16/93**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **2,790**
                
                
                ****
                **18,587**
                
                
                ****
                **21,377****S439494302349001**
                **09/13/90**
                **07/12/91**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **45,890**
                
                
                ****
                **21,906**
                
                
                ****
                **67,796****S861194305552001**
                **08/29/91**
                **09/10/91**
                **O**
                **05/04/94**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **52,918**
                
                
                ****
                **11,195**
                
                
                ****
                **64,113****S861194308923001**
                **11/13/91**
                **11/20/91**
                **O**
                **09/10/94**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **10,917**
                
                
                ****
                **2,763**
                
                
                ****
                **13,680****S861194311074001**
                **01/10/92**
                **01/21/92**
                **O**
                **07/10/93**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **28,606**
                
                
                ****
                **38,869**
                
                
                ****
                **67,475****S861194316650001**
                **06/01/92**
                **06/09/92**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **498,923**
                
                
                ****
                **14,414**
                
                
                ****
                **513,337****S861194318887001**
                **07/27/92**
                **07/31/92**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **270,962**
                
                
                ****
                **13,003**
                
                
                ****
                **283,965****S861194320071001**
                **08/26/92**
                **09/03/92**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **78,375**
                
                
                ****
                **10,470**
                
                
                ****
                **88,845****S861194320978001**
                **09/25/92**
                **10/01/92**
                **O**
                **04/21/93**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **1,938**
                
                
                ****
                **14,107**
                
                
                ****
                **16,045****S861194325099001**
                **01/25/93**
                **02/04/93**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **301,533**
                
                
                ****
                **14,167**
                
                
                ****
                **315,700****S861194327827001**
                **04/28/93**
                **05/05/93**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **116,370**
                
                
                ****
                **39,130**
                
                
                ****
                **155,500****S861194332614001**
                **06/15/93**
                **11/02/93**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **48,674**
                
                
                ****
                **6,493**
                
                
                ****
                **55,166****S861194332578001**
                **10/21/93**
                **11/01/93**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **241,231**
                
                
                ****
                **43,894**
                
                
                
                **285,125****S861194333007001**
                **11/12/93**
                **11/16/93**
                **O**
                **01/25/94**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **988**
                
                
                ****
                **13,135**
                
                
                ****
                **14,123****S861177602071001**
                **06/14/95**
                **06/14/95**
                **O**
                **03/09/96**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **107,513**
                
                
                ****
                **8,747**
                
                
                ****
                **116,260****S861177603543001**
                **09/16/95**
                **09/18/95**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **187,890**
                
                
                ****
                **89,810**
                
                
                ****
                **277,700****S861177604152001**
                **10/31/95**
                **11/01/95**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **148,640**
                
                
                ****
                **56,167**
                
                
                ****
                **204,807****S861177609457001**
                **04/15/96**
                **09/23/96**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **153,337**
                
                
                ****
                **22,110**
                
                
                ****
                **175,447****S861177612419001**
                **04/14/97**
                **04/17/97**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **296,421**
                
                
                ****
                **65,236**
                
                
                ****
                **361,658****S861177622868001**
                **12/04/98**
                **01/06/99**
                **O**
                **10/18/01**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **36,965**
                
                
                ****
                **4,395**
                
                
                ****
                **41,360****S861177623228001**
                **01/22/99**
                **01/29/99**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **119,027**
                
                
                ****
                **43,302**
                
                
                ****
                **162,329****S861177624648001**
                **04/07/99**
                **04/07/99**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **216,422**
                
                
                ****
                **68,508**
                
                
                ****
                **284,930****S861177625578001**
                **05/19/99**
                **06/01/99**
                **O**
                **10/09/01**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **146,579**
                
                
                ****
                **22,646**
                
                
                ****
                **169,225****S861177626924001**
                **08/05/99**
                **08/05/99**
                **O**
                **07/31/01**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **152,228**
                
                
                ****
                **96,322**
                
                
                ****
                **248,550****S861177629595001**
                **01/07/00**
                **01/10/00**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **128,833**
                
                
                ****
                **18,707**
                
                
                ****
                **147,540****S861177629951001**
                **02/04/00**
                **02/07/00**
                **O**
                **10/05/01**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **47,998**
                
                
                ****
                **2,001**
                
                
                ****
                **49,999****S861177630764001**
                **03/31/00**
                **04/04/00**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **89,508**
                
                
                ****
                **73,892**
                
                
                ****
                **163,400****S861177633965001**
                **09/29/00**
                **10/02/00**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **115,656**
                
                
                ****
                **34,363**
                
                
                ****
                **150,018****S861177636182001**
                **03/05/01**
                **03/06/01**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **22,675**
                
                
                ****
                **15,960**
                
                
                ****
                **38,635****S861177637647001**
                **06/07/01**
                **06/08/01**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **73,970**
                
                
                ****
                **4,334**
                
                
                ****
                **78,304****S861177639081001**
                **08/06/01**
                **08/08/01**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **11,853**
                
                
                ****
                **1,257**
                
                
                ****
                **13,110****S861177640249001**
                **10/04/01**
                **10/05/01**
                **O**
                **11/30/01**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **665**
                
                
                ****
                **65**
                
                
                ****
                **730****S861177640335001**
                **10/10/01**
                **10/10/01**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **42,180**
                
                
                ****
                **9,762**
                
                
                ****
                **51,942****S861177641658001**
                **01/02/02**
                **01/07/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **54,922**
                
                
                ****
                **9,690**
                
                
                ****
                **64,612****S861177642056001**
                **01/29/02**
                **01/31/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **7,412**
                
                
                ****
                **7,663**
                
                
                ****
                **15,075****S861177643221001**
                **04/08/02**
                **04/09/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **36,750**
                
                
                ****
                **4,241**
                
                
                ****
                **40,991****S861177643703001**
                **05/06/02**
                **05/06/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **8,541**
                
                
                ****
                **2,935**
                
                
                ****
                **11,476****S861177645229001**
                **07/16/02**
                **07/16/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **25,170**
                
                
                ****
                **3,990**
                
                
                ****
                **29,160****S861177646406001**
                **08/29/02**
                **08/30/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **95,660**
                
                
                ****
                **12,783**
                
                
                ****
                **108,443****S861177648148001**
                **11/25/02**
                **11/26/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **163,060**
                
                
                ****
                **31,581**
                
                
                ****
                **194,641****S861177648149001**
                **11/26/02**
                **11/26/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **51,336**
                
                
                ****
                **1,454**
                
                
                ****
                **52,790**
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA verson
          04.20.**
 
 **Created
          by WHSEOPEN
          SIGMA.**
 
   **PAGE   7**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S861177649852001**
                **12/31/02**
                **03/13/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **2,252**
                
                
                ****
                **398**
                
                
                ****
                **2,650****S861177650825001**
                **01/30/03**
                **05/19/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **3,498**
                
                
                ****
                **17,579**
                
                
                ****
                **21,077****S861177650111001**
                **03/31/03**
                **04/01/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **30,334**
                
                
                ****
                **8,716**
                
                
                ****
                **39,050****S861177650114001**
                **04/01/03**
                **04/01/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **12,989**
                
                
                ****
                **10,032**
                
                
                ****
                **23,021****S861177650405001**
                **04/18/03**
                **04/21/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **13,840**
                
                
                ****
                **4,111**
                
                
                ****
                **17,951****S861177650558001**
                **04/30/03**
                **04/30/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **577**
                
                
                ****
                **1,563**
                
                
                ****
                **2,140****S861177650599001**
                **05/02/03**
                **05/02/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **21,923**
                
                
                ****
                **952**
                
                
                ****
                **22,875****S861177650704001**
                **05/08/03**
                **05/12/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **22,074**
                
                
                ****
                **6,576**
                
                
                ****
                **28,650****S861177651550001**
                **06/25/03**
                **06/30/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **6,710**
                
                
                ****
                **3,223**
                
                
                ****
                **9,933****S861177653034001**
                **06/25/03**
                **09/02/03**
                **O**
                **N/A**
                
                
                
                
                **12777181—WHSE/DIST**
                
                ****
                **2,619**
                
                
                ****
                **331**
                
                
                ****
                **2,950****S861177654174001**
                **07/04/03**
                **10/27/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **9,272**
                
                
                ****
                **3,228**
                
                
                ****
                **12,500****S861177651955001**
                **07/15/03**
                **07/17/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **6,471**
                
                
                ****
                **12,029**
                
                
                ****
                **18,500****S861177652117001**
                **07/21/03**
                **07/22/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **5,915**
                
                
                ****
                **1,047**
                
                
                ****
                **6,962****S861177653032001**
                **09/02/03**
                **09/02/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **1,503**
                
                
                ****
                **1,087**
                
                
                ****
                **2,590****S861177653076001**
                **09/02/03**
                **09/03/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **482**
                
                
                ****
                **618**
                
                
                ****
                **1,100****S861177653496001**
                **09/18/03**
                **09/19/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **4,286**
                
                
                ****
                **431**
                
                
                ****
                **4,717****S861177653570001**
                **09/19/03**
                **09/23/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **22,919**
                
                
                ****
                **13,820**
                
                
                ****
                **36,739****S861177653608001**
                **09/23/03**
                **09/24/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **21,522**
                
                
                ****
                **6,458**
                
                
                ****
                **27,980****S861177654044001**
                **10/20/03**
                **10/20/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **600**
                
                
                ****
                **600****S861177654278001**
                **10/27/03**
                **11/03/03**
                **O**
                **12/17/03**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **8,897**
                
                
                ****
                **2,381**
                
                
                ****
                **11,278****S861177655151001**
                **12/08/03**
                **12/08/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **3,246**
                
                
                ****
                **4,304**
                
                
                ****
                **7,550****S861177655265001**
                **12/15/03**
                **12/15/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **6,058**
                
                
                ****
                **1,109**
                
                
                ****
                **7,167****S861177655847001**
                **01/14/04**
                **01/14/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **9,248**
                
                
                ****
                **1,632**
                
                
                ****
                **10,880****S861177655848001**
                **01/14/04**
                **01/14/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **30,746**
                
                
                ****
                **3,857**
                
                
                ****
                **34,603****S861177656141001**
                **01/26/04**
                **01/26/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **5,194**
                
                
                ****
                **1,006**
                
                
                ****
                **6,200****S861177656372001**
                **02/05/04**
                **02/06/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **25,552**
                
                
                ****
                **11,987**
                
                
                ****
                **37,539****S861177656799001**
                **03/01/04**
                **03/01/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **22,867**
                
                
                ****
                **5,562**
                
                
                ****
                **28,429****S861177657414001**
                **03/31/04**
                **04/01/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **629**
                
                
                ****
                **1,221**
                
                
                ****
                **1,850****S861177658299001**
                **04/15/04**
                **05/11/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **4,607**
                
                
                ****
                **543**
                
                
                ****
                **5,150****S861177657888001**
                **04/16/04**
                **04/23/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **5,017**
                
                
                ****
                **3,813**
                
                
                ****
                **8,830****S861177658373001**
                **05/14/04**
                **05/14/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **1,276**
                
                
                ****
                **1,374**
                
                
                ****
                **2,650****S861177659502001**
                **06/15/04**
                **06/25/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **8,991**
                
                
                ****
                **3,344**
                
                
                ****
                **12,335****S861177659392001**
                **06/21/04**
                **06/22/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **1,000**
                
                
                ****
                **1,523**
                
                
                ****
                **2,523****S861177659559001**
                **06/24/04**
                **06/28/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **2,469**
                
                
                ****
                **317**
                
                
                ****
                **2,786****S861177659563001**
                **06/26/04**
                **06/28/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **1,056**
                
                
                ****
                **119**
                
                
                ****
                **1,175****S861177659660001**
                **06/26/04**
                **06/30/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177659556001**
                **06/27/04**
                **06/28/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **8,120**
                
                
                ****
                **783**
                
                
                ****
                **8,903****S861177659557001**
                **06/28/04**
                **06/28/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177659558001**
                **06/28/04**
                **06/28/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177659659001**
                **06/30/04**
                **06/30/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **7,556**
                
                
                ****
                **894**
                
                
                ****
                **8,450****S861177659711001**
                **07/02/04**
                **07/02/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **0**
                
                
                ****
                **0**
                
                
                ****
                **0****S861177659872001**
                **07/05/04**
                **07/07/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **6,881**
                
                
                ****
                **7,669**
                
                
                ****
                **14,550**
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
   
  **PAGE   8**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S861177660653001**
                **07/30/04**
                **07/30/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **6,800**
                
                
                ****
                **528**
                
                
                ****
                **7,328****S861177661506001**
                **08/27/04**
                **08/27/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **353**
                
                
                ****
                **147**
                
                
                ****
                **500****S861177661849001**
                **09/06/04**
                **09/07/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **9,378**
                
                
                ****
                **7,797**
                
                
                ****
                **17,175****S861177661848001**
                **09/07/04**
                **09/07/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77281—MEAT
                    WHSE**
                
                ****
                **5,927**
                
                
                ****
                **4,582**
                
                
                ****
                **10,509****S861177662127001**
                **09/15/04**
                **09/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **0**
                
                
                ****
                **0****S861177662945001**
                **10/15/04**
                **10/15/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **3,329**
                
                
                ****
                **3,491**
                
                
                ****
                **6,820****S861177665656001**
                **11/09/04**
                **02/03/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **6,484**
                
                
                ****
                **2,357**
                
                
                ****
                **8,841****S861177663816001**
                **11/18/04**
                **11/24/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **1,097**
                
                
                ****
                **287**
                
                
                ****
                **1,384****S861177663733001**
                **11/22/04**
                **11/22/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **4,129**
                
                
                ****
                **3,421**
                
                
                ****
                **7,550****S861177664046001**
                **12/02/04**
                **12/02/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **5,514**
                
                
                ****
                **2,281**
                
                
                ****
                **7,795****S861177664120001**
                **12/03/04**
                **12/06/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **1,135**
                
                
                ****
                **1,765**
                
                
                ****
                **2,900****S861177664121001**
                **12/05/04**
                **12/06/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **1,902**
                
                
                ****
                **3,398**
                
                
                ****
                **5,300****S861177664154001**
                **12/08/04**
                **12/08/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **2,167**
                
                
                ****
                **1,633**
                
                
                ****
                **3,800****S861177664473001**
                **12/16/04**
                **12/16/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **629**
                
                
                ****
                **401**
                
                
                ****
                **1,030****S861177664528001**
                **12/18/04**
                **12/20/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **1,550**
                
                
                ****
                **1,550****S861177664646001**
                **12/22/04**
                **12/23/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **1,725**
                
                
                ****
                **1,675**
                
                
                ****
                **3,400****S861177664800001**
                **12/22/04**
                **12/28/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **6,952**
                
                
                ****
                **1,190**
                
                
                ****
                **8,142****S861177664799001**
                **12/28/04**
                **12/28/04**
                **O**
                **N/A**
                
                ****
                **130**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177665141001**
                **01/10/05**
                **01/12/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **348**
                
                
                ****
                **1,982**
                
                
                ****
                **2,330****S861177665142001**
                **01/10/05**
                **01/12/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **444**
                
                
                ****
                **756**
                
                
                ****
                **1,200****S861177665361001**
                **01/16/05**
                **01/20/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **3,137**
                
                
                ****
                **3,120**
                
                
                ****
                **6,257****S861177665276001**
                **01/17/05**
                **01/17/05**
                **O**
                **N/A**
                
                ****
                **130**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **250**
                
                
                ****
                **250****S861177665447001**
                **01/24/05**
                **01/24/05**
                **O**
                **N/A**
                
                ****
                **130**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **250**
                
                
                ****
                **250****S861177665488001**
                **01/25/05**
                **01/26/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **10,849**
                
                
                ****
                **1,068**
                
                
                ****
                **11,917****S861177665655001**
                **01/25/05**
                **02/03/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **334**
                
                
                ****
                **483**
                
                
                ****
                **817****S861177665735001**
                **02/05/05**
                **02/07/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177665800001**
                **02/09/05**
                **02/09/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **5,985**
                
                
                ****
                **3,799**
                
                
                ****
                **9,784****S861177665801001**
                **02/09/05**
                **02/09/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **980**
                
                
                ****
                **980****S861177665873001**
                **02/14/05**
                **02/14/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177665981001**
                **02/20/05**
                **02/21/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **2,095**
                
                
                ****
                **4,045**
                
                
                ****
                **6,140****S861177665982001**
                **02/21/05**
                **02/21/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177666507001**
                **03/17/05**
                **03/17/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **1,535**
                
                
                ****
                **1,082**
                
                
                ****
                **2,617****S861177667566001**
                **03/21/05**
                **05/06/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667262001**
                **04/04/05**
                **04/25/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **1,044**
                
                
                ****
                **1,766**
                
                
                ****
                **2,810****S859377666877001**
                **04/07/05**
                **04/07/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **2,873**
                
                
                ****
                **2,612**
                
                
                ****
                **5,485****S861177666983001**
                **04/11/05**
                **04/12/05**
                **O**
                **N/A**
                
                ****
                **130**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667037001**
                **04/15/05**
                **04/15/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667111001**
                **04/18/05**
                **04/18/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **472**
                
                
                ****
                **628**
                
                
                ****
                **1,100****S861177667232001**
                **04/22/05**
                **04/22/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667320001**
                **04/23/05**
                **04/27/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **11**
                
                
                ****
                **489**
                
                
                ****
                **500****S861177667460001**
                **05/02/05**
                **05/03/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500**
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
   
  **PAGE   9**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **CENTRAL
          ISLIP**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S861177667461001**
                **05/02/05**
                **05/03/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **84**
                
                
                ****
                **416**
                
                
                ****
                **500****S861177667780001**
                **05/16/05**
                **05/16/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667994001**
                **05/19/05**
                **05/25/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667902001**
                **05/21/05**
                **05/23/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667992001**
                **05/21/05**
                **05/25/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667901001**
                **05/23/05**
                **05/23/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **5,389**
                
                
                ****
                **5,389****S861177667903001**
                **05/23/05**
                **05/23/05**
                **O**
                **N/A**
                
                ****
                **130**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177667990001**
                **05/23/05**
                **05/25/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177668054001**
                **05/27/05**
                **05/27/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177668104001**
                **05/31/05**
                **05/31/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500****S861177668162001**
                **06/02/05**
                **06/02/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **77181—WHSE/DIST**
                
                ****
                **0**
                
                
                ****
                **500**
                
                
                ****
                **500**
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
    
  **PAGE  10**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **DUNMORE**
 **AUTO
          LIABILITY**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S859321182371001**
                **12/14/00**
                **01/04/01**
                **O**
                **05/11/01**
                
                ****
                **112**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,250**
                
                
                ****
                **1,250****S859377664514001**
                **12/10/04**
                **12/20/04**
                **O**
                **N/A**
                
                ****
                **112**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **2,000**
                
                
                ****
                **2,000**
 
 
 
  
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
    
   **PAGE  11**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **DUNMORE**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S316221137661001**
                **05/07/82**
                **05/11/82**
                **O**
                **12/30/94**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **254,368**
                
                
                ****
                **28,818**
                
                
                ****
                **283,185****S861121186457001**
                **07/31/02**
                **08/02/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **3,376**
                
                
                ****
                **7,624**
                
                
                ****
                **11,000****S861121187451001**
                **01/27/03**
                **01/28/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121188034001**
                **04/22/03**
                **05/07/03**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **19,472**
                
                
                ****
                **4,901**
                
                
                ****
                **24,373****S861121189290001**
                **06/10/03**
                **01/09/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121188701001**
                **08/14/03**
                **09/13/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121188703001**
                **09/09/03**
                **09/13/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **18**
                
                
                ****
                **1,132**
                
                
                ****
                **1,150****S861121188932001**
                **10/21/03**
                **10/27/03**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121189494001**
                **02/03/04**
                **02/09/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121189566001**
                **02/10/04**
                **02/18/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **8,119**
                
                
                ****
                **2,881**
                
                
                ****
                **11,000****S861121189567001**
                **02/16/04**
                **02/18/04**
                **O**
                **N/A**
                
                ****
                **130**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1**
                
                
                ****
                **1****S861121189965001**
                **04/28/04**
                **05/05/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,150**
                
                
                ****
                **1,150****S861121189966001**
                **04/30/04**
                **05/05/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **6**
                
                
                ****
                **1,644**
                
                
                ****
                **1,650****S861121189994001**
                **05/11/04**
                **05/17/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20243001**
                **05/24/04**
                **05/26/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190242001**
                **07/14/04**
                **07/19/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **6,933**
                
                
                ****
                **7,367**
                
                
                ****
                **14,300****S861121190390001**
                **08/25/04**
                **08/27/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **3,064**
                
                
                ****
                **1,236**
                
                
                ****
                **4,300****S861121190459001**
                **09/01/04**
                **09/14/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **6,254**
                
                
                ****
                **10,046**
                
                
                ****
                **16,300****S861121190468001**
                **09/13/04**
                **09/16/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190600001**
                **10/04/04**
                **10/06/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,150**
                
                
                ****
                **1,150****S861121190728001**
                **10/07/04**
                **11/24/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190644001**
                **10/18/04**
                **10/22/04**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **6,026**
                
                
                ****
                **7,039**
                
                
                ****
                **13,065****S861121190706001**
                **11/08/04**
                **11/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,150**
                
                
                ****
                **1,150****S861121190710001**
                **11/12/04**
                **11/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **750**
                
                
                ****
                **1,650**
                
                
                ****
                **2,400****S861121190707001**
                **11/15/04**
                **11/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190729001**
                **11/22/04**
                **11/24/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190789001**
                **12/01/04**
                **12/03/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **6,000**
                
                
                ****
                **6,000****S861121190790001**
                **12/01/04**
                **12/03/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190835001**
                **12/14/04**
                **12/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **14**
                
                
                ****
                **4,386**
                
                
                ****
                **4,400****S861121190836001**
                **12/16/04**
                **12/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,150**
                
                
                ****
                **1,150****S861121190837001**
                **12/16/04**
                **12/16/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S861121190907001**
                **12/27/04**
                **01/07/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **353**
                
                
                ****
                **147**
                
                
                ****
                **500****S8611ECK18215001**
                **02/03/05**
                **02/22/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **4,191**
                
                
                ****
                **5,559**
                
                
                ****
                **9,750****S8611ECK18393001**
                **02/28/05**
                **03/02/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0 1**
                
                
                ****
                **,650**
                
                
                ****
                **1,650****S8611ECK18556001**
                **03/07/05**
                **03/09/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **708**
                
                
                ****
                **8,442**
                
                
                ****
                **9,150****S8611ECK18630001**
                **03/10/05**
                **03/11/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK19315001**
                **04/15/05**
                **04/15/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **1,289**
                
                
                ****
                **7,374**
                
                
                ****
                **8,663****S8611ECK19502001**
                **04/20/05**
                **04/25/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **69**
                
                
                ****
                **2,802**
                
                
                ****
                **2,871****S8611ECK19517001**
                **04/25/05**
                **04/25/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK19686001**
                **04/28/05**
                **05/02/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **27**
                
                
                ****
                **1,623**
                
                
                ****
                **1,650****S8611ECK19688001**
                **04/29/05**
                **05/02/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK19887001**
                **04/29/05**
                **05/12/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **20150—DUNMORE,**
                
                ****
                **305**
                
                
                ****
                **595**
                
                
                ****
                **900**
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
    
  **PAGE  12**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **DUNMORE**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjusted
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S8611ECK19702001**
                **05/02/05**
                **05/03/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK19758001**
                **05/04/05**
                **05/05/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK19764001**
                **05/04/05**
                **05/05/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **650**
                
                
                ****
                **650****S8611ECK19757001**
                **05/05/05**
                **05/05/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **23**
                
                
                ****
                **1,627**
                
                
                ****
                **1,650****S8611ECK19871001**
                **05/09/05**
                **05/11/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20404001**
                **05/11/05**
                **06/02/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK19923001**
                **05/12/05**
                **05/13/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20051001**
                **05/16/05**
                **05/18/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20053001**
                **05/17/05**
                **05/18/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20083001**
                **05/19/05**
                **05/19/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **3,550**
                
                
                ****
                **3,550****S8611ECK20105001**
                **05/19/05**
                **05/20/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20440001**
                **05/23/05**
                **06/03/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20244001**
                **05/24/05**
                **05/26/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650****S8611ECK20405001**
                **06/01/05**
                **06/02/05**
                **O**
                **N/A**
                
                ****
                **126**
                
                **20150—DUNMORE,**
                
                ****
                **0**
                
                
                ****
                **1,650**
                
                
                ****
                **1,650**
 
  
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
    
 **PAGE  13**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **NEW
          ORLEANS**
 **AUTO
          LIABILITY**
 **NOT
          LITIGATED**
 
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S8593ETL01405001**
                **08/27/04**
                **08/27/04**
                **O**
                **N/A**
                
                ****
                **112**
                
                **47871—HARAHAN,**
                
                ****
                **2,402**
                
                
                ****
                **348**
                
                
                ****
                **2,750****S8593ETL01943001**
                **10/16/04**
                **10/18/04**
                **O**
                **N/A**
                
                ****
                **112**
                
                **47871—HARAHAN,**
                
                ****
                **201**
                
                
                ****
                **2,549**
                
                
                ****
                **2,750****S8593ETL02146001**
                **11/05/04**
                **11/05/04**
                **O**
                **N/A**
                
                ****
                **111**
                
                **47871—HARAHAN,**
                
                ****
                **0**
                
                
                ****
                **2,550**
                
                
                ****
                **2,550****S8593ETL02146002**
                **11/05/04**
                **11/05/04**
                **O**
                **N/A**
                
                ****
                **112**
                
                **47871—HARAHAN,**
                
                ****
                **12,035**
                
                
                ****
                **339**
                
                
                ****
                **12,373****S8593ETL02146003**
                **11/05/04**
                **11/05/04**
                **O**
                **N/A**
                
                ****
                **112**
                
                **47871—HARAHAN,**
                
                ****
                **0**
                
                
                ****
                **0**
                
                
                ****
                **0**
 
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
   
  **PAGE  14**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 **NEW
          ORLEANS**
 **WORKERS'
          COMPENSATION**
 **NOT
          LITIGATED**
 
 **Claim
                    Identification**
                **Date
                    Claim Occurred**
                **Adjuster
                    Notified**
                **O/F**
                **Date
                    Claim Closed**
                
                **Cov**
                
                **Location**
                
                **Total
                    Claim Paid to Date $**
                
                
                **Total
                    Claim Outstanding $**
                
                
                **Total
                    Claim Total Incurred $****S861151384027001**
                **11/07/00**
                **11/08/00**
                **O**
                **N/A**
                
                ****
                **127**
                
                **47181—NEW
                    ORLEA**
                
                ****
                **130,721**
                
                
                ****
                **26,079**
                
                
                ****
                **156,800****S861151390465001**
                **04/29/02**
                **04/30/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **47871—HARAHAN,**
                
                ****
                **47,666**
                
                
                ****
                **6,997**
                
                
                ****
                **54,662****S861151392073001**
                **09/17/02**
                **09/19/02**
                **O**
                **N/A**
                
                ****
                **127**
                
                **47871—HARAHAN,**
                
                ****
                **86,079**
                
                
                ****
                **12,520**
                
                
                ****
                **98,599****S861151398547001**
                **01/30/04**
                **02/02/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **47871—HARAHAN,**
                
                ****
                **346**
                
                
                ****
                **204**
                
                
                ****
                **550****S8611ETL02200001**
                **11/03/04**
                **11/09/04**
                **O**
                **N/A**
                
                ****
                **126**
                
                **47923—NEW
                    ORLEA**
                
                ****
                **8,848**
                
                
                ****
                **6,152**
                
                
                ****
                **15,000****S8593ETL03589001**
                **04/09/05**
                **04/11/05**
                **O**
                **N/A**
                
                ****
                **127**
                
                **47871—HARAHAN,**
                
                ****
                **5,277**
                
                
                ****
                **12,935**
                
                
                ****
                **18,212**
 
 
 
 
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
    
 **PAGE  15**
 **THE
          GREAT ATLANTIC & PACIFIC TEA COMPANY**
 **OPEN
          LOSSES AS OF JUNE 7, 2005**
 
 
 
 
 
 
 **Claim**
                  **Identification**
                **Date**
                  **Claim**
                  **Occurred**
                **Adjuster**
                  **Notified**
                **O/F**
                **Date**
                  **Claim**
                  **Closed**
                **Cov**
                **Location**
                **Total
                    claim**
                  **Paid
                    to Date $**
                **Total
                    Claim**
                  **Outstanding
                    $**
                **Total
                    Claim**
                  **Total
                    Incurred $**
 
 
 
 
 
 ***GRAND
          TOTAL**
 **6,095,272     2,016,781        8,112,053**
 
 
 
 **REPORT
          IS LIMITED TO CLAIMS WHERE:  LOC_ORACLE
          AMONG('0008','0016','0020','0030') STATUS = 'O' DELETE_FLAG NE
          'Y'**
 
 
 
 
 
 
 
 
 
 **Generated
          06/08/2005 on data valued as of 06/07/2005 using SIGMA version
          04.20.**
 
 **Created
          by WHSEOPEN SIGMA.**
  
 Schedule
        4.1(p)(i)(B)
  Employment
        Agreements, Severance Agreements and Severance Plans
  With
        Respect to Af­fected Employees
  
  Employment
        Agreements:
  None
  
  Severance
        Agreements:
  None
  
  Severance
        Plans:
  None
        except The Great Atlantic &
Pacific Tea Company, Inc.Severance Policy  Fiscal Year
        2005
  
  
 
 
 Schedule
        4.1(p)(iii)
  Contributions
        Made to Each Multiemployer Pension Plan
  For
        the
        Most Recent 5 Plan Years
  
  Teamsters
                  Local 707 Pension Fund:2004
              -
              $1,114,027.2003
              -
              1,100,120.2002
              -
              934,845.2001
              -
              802,902.2000
              -
              1,014,088.Central
                  Pennsylvania Teamsters Pension Fund:2004
              -
              $423,940.2003
              -
              448,888.2002
              -
              411,161.2001
              -
              414,405.2000
              -
              411,201.Operating
                  Engineers Locals 30 and 30A Pension Fund:2004
              -
              $30,872.2003
              -
              41,653.2002
              -
              39,544.2001
              -
              47,467.2000
              -
              51,829.
   
 
 
 Schedule
        8.8
 Conveyance
          Taxes
  
  
  Maryland:              State
          Transfer Tax (.5%)
 County
          Transfer Tax (1.5%)
 Recordation
          Tax ($5.00/$1000
          rounded)
 
 Pennsylvania:       2%
          of Purchase Price
  Louisiana:  N/A
  New
          York:
          N/A
 Schedule
          8.17
  IT
          Services
  
 
 Infrastructure
          Support Services
 
 *           Telecom
          Services
 *           Network
          Services
 *           Desktop
          Support Services
 *           RF
          Support Services
 *           All
          after hours on-call support services as provided today
 
 Application
          Support Services
 
 *           Tricepts
          Warehouse System Support
 *           Chain
          Stores Warehouse System Support
 *           SMS
          Stock Locator System
 *           SMS
          Tote Sorting System
 *           Physical
          Inventory System
 *           Perishable
          Warehouse Inventory System
 *           Payroll
          Support Services
 *           Kronos
          T&A Support services
 *           Manugistics
          Routing System
 *           Manugistics
          Network Transport System
 *           Slot
          Info - Warehouse Slotting System
 *           Reclamation
          System
 *           All
          after hours on-call support services as provided today
 
 
  
   Schedule
          12.1(g)
  Assumed
          Collective Bargaining Agreements
  
 
 **Baltimore**IBT
                    Local 570
                Warehousemen
                    (EDP #6000)
                Exp.
                    04/02/06IBT
                    Local 27
                Meat
                    (EDP #2307)
                Exp.
                    05/14/05IBT
                    Local 355
                Warehouse
                    Maintenance (EDP #2309)
                Exp.
                    08/20/05**Dunmore
                    (Supermarket Service Corp.)**IBT
                    Local 229
                Warehousemen
                    and Drivers
                Exp.
                    03/27/06**Islip**IBT
                    Local 707
                Warehousemen
                    (Waldbaum’s) EDP #8010
                Exp.
                    12/18/04Memorandum
                    of Agreement Extending CBA
                Exp.
                    03/11/05IBT
                    Local 707
                Clerks
                    (Waldbaum’s) EDP #8009
                Exp.
                    05/07/05OP
                    Eng Local 30, 30A
                Maintenance
                    (Waldbaum’s) EDP #8005 (in negotiations)
                Exp.
                    08/20/05**New
                    Orleans**IBT
                    Local 270
                Drivers
                    and Warehousemen (EDP #1012)
                Exp.
                    10/09/04IBT
                    Local 270
                Maintenance
                Exp.
                    10/09/04IBT
                    Local 270
                Agreement
                    Extension
                Exp.
                    10/08/06IBT
                    Local 270
                Side
                    Letter to Agreement