**SUPPLY
      AGREEMENT**


**BY
      AND BETWEEN**


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


**AND**


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




THIS
      AGREEMENT, made as of the 27th day of June, 2005 (this “Agreement”), is by and
      between The Great Atlantic & Pacific Tea Company, Inc. and its subsidiaries
      ("A&P"), a Maryland corporation with its principal office at 2 Paragon
      Drive, Montvale, New Jersey 07645, and C&S Wholesale Grocers, Inc.
      ("C&S"), a Vermont corporation with its principal officeat 7 Corporate
      Drive,
      Keene, New Hampshire 03431.





Whereas,  A&P
      desires to
      exit the distribution business;





Whereas,
      A&P sells groceries and other merchandise through its retail stores under
      the banners A&P, The Food Emporium, Waldbaum's, Foodmart, Food Basics,
      Sav-A-Center, and Super Fresh;





Whereas,****C&S
      is a wholesale supplier of groceries, perishables and other merchandise sold
      in
      supermarkets;





Whereas,
      C&S currently supplies A&P product in a number of item categories
      (including grocery, frozen, dairy and deli) and the parties desire to continue
      and expand their relationship by C&S increasing the volume of merchandise
      C&S supplies to A&P; and





Whereas,****the
      current supply relationship is covered in the Master Supply Agreement dated
      October 27, 2003 (the “Existing Supply Agreement”) and the parties deem it in
      their respective best interest to enter into this Agreement, which covers volume
      that is separate and apart from the volume covered by the Existing Supply
      Agreement.





NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements hereinafter set forth, A&P and C&S, intending to be legally
      bound, hereby agree as follows:





**Section
      1.****Defined Terms**.  The
      following capitalized terms shall have the meanings set forth
      below:





1.1 Term.  “Term”
      means, unless earlier terminated in accordance with the terms of this Agreement,
      the period from June 27, 2005 until June 27, *.





1.2           Contract
      Year.  “Contract Year” means the
      twelve-month periodcommencing on October 9, 2005 and on the anniversary
      of October 9 thereafter.  Each Contract Year consists of four 13-week
“Contract Quarters ”.  Each Contract Year shall begin on October 9 and
      continue through and include the following October 8.  The parties
      will in good faith attempt to make the beginning and ending of






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





each
      Contract Quarter coincide with the beginning and ending of A&P’s fiscal
      accounting periods.





1.3            Commencement
      Date.  “Commencement Date” means July 10, 2005.





1.4            Facilities.  “Facilities”
      means collectively the A&P distribution facilities in Islip, New York,
      Baltimore, Maryland, and Dunmore, Pennsylvania.





1.5           A&P
      Store Locations.  “A&P Store Locations” means the A&P
      stores set forth on Schedule 1.5.  Any new or replacement stores of
      A&P or any of its subsidiaries or affiliates in the geographic region of any
      of the A&P Store Locations shall also be supplied by C&S under this
      Agreement, provided that if A&P purchases a group of 10 or more stores,
      then, regardless of whether or not C&S has a supply agreement with the
      former owner of the purchased stores, C&S and A&P will meet and in good
      faith adjust the terms of this Agreement to the extent of any benefits or costs
      resulting from such additional volume and the existing agreement, if
      any.





1.6 Merchandise.  “Merchandise”
      means A&P’s entire requirements of grocery,
      bakery, GM/HBC, candy, spices, meat, deli, seafood, produce, dairy, floral,
      and
      certain other merchandise in the product categories carried by C&S or
      A&P, provided, however,  Merchandise does not include products
      that, as of the Effective Date are not supplied from an A&P or C&S
      warehouse  (i.e., are supplied by direct store delivery (“DSD”)
      vendors), provided, further, if C&S elects to warehouse a DSD item, then
      A&P will support C&S and will purchase such item from C&S if, and
      for so long as, A&P in its discretion determines it is cost-competitive to
      do so taking into account the costs associated with any services provided by
      the
      vendor of such product.   If A&P decides to have an item of
      C&S supplied Merchandise become a DSD item, then the parties shall meet and
      in good faith agree on an appropriate upcharge adjustment if appropriate to
      keep
      C&S whole while permitting A&P to receive the net benefits of such
      change.   A&P will in good faith negotiate with C&S with
      respect to C&S taking over the supply of tobacco, ice, store supplies and
      front-end candy.





1.7 CPI.
      “CPI” means the Consumer Price Index for all urban consumers (CPI-U)
      for New York-Northern New Jersey-Long Island for food and beverages or similar
      appropriate index chosen by the parties if the CPI is no longer
      available.





1.8           ECI.  “ECI”
      means the U.S. Department of Labor Employment Cost Index -- Wholesale Trade
      Excluding Sales Occupations (Series ID ECU11402I) or similar appropriate index
      chosen by the parties if the ECI is no longer available.





1.9           Shipped
      Cases/Pieces.  C&S will continue
      to
      count shipped cases/pieces in a manner that is consistent with A&P’s
      historical practices.




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


-2-








**Section
      2.****Agreement to Purchase and
      Implementation**.




2.1           Agreement.  During
      the Term, A&P agrees to purchase from C&S, and C&S agrees to sell to
      A&P, A&P's entire requirements of Merchandise for all A&P Store
      Locations. From the date hereof (the “Effective Date”) until the respective
      Procurement Conversion Date (the “Transition Period”), the parties shall use
      their respective best efforts to coordinate the transition of A&P’s
      distribution business to C&S on the respective Procurement Conversion
      Date.





2.2           Schedule.  C&S
      will phase in the supply and procurement of Merchandise from July 10, 2005
      through October 16, 2005, and all A&P Stores will be accepting delivery of
      their entire requirements of Merchandise from C&S by October 16,
      2005.  The detailed implementation schedule is attached hereto as
      Schedule 2.1.  The implementation schedule may, by mutual agreement of
      the parties, be adjusted.





**Section
      3.****Price, Upcharges and
      Fees**.





3.1           Base
      Price.  A&P shall pay C&S the Base Price for each product
      as set forth below, plus the applicable upcharges and fees.





(a)           General.  Except
      as stated below, the Base Price shall be the manufacturer’s published list price
      (as delivered) in the best bracket in which A&P or C&S normally
      purchases such item for the applicable facility (including all inbound
      transportation charges), less any published retail off-invoice
      allowances.




(b)           Reserve
      Price.  The "Reserve Price" shall be the price established at the
      time product is purchased into the Reserve.





(c)           Fresh
      Deli (non-packaged), Produce, Floral, Fresh Meat, and Fresh
      Seafood.  The Base Price for items in the Fresh Deli
      (non-packaged), Produce, Floral, Fresh Meat, and Fresh Seafood will be quoted
      *
      by C&S based upon market conditions and availability.  The Base
      Price shall be reviewed with and accepted * by A&P.  Produce and
      meat items covered by an A&P negotiated contract or any renewal thereof
      shall be sold at the A&P contracted price.  If A&P can
      purchase an item covered by this Section 3.1(c) at a price lower than C&S’s
      quote, then C&S will match such quote or purchase the item from the A&P
      specified vendor.  Additional perishable procurement procedures are
      set forth on Schedule 3.1(c).





(d) Private
      Label.  A&P shall have the right to negotiate directly with vendors
      on the delivered price of A&P private label items to be shipped by C&S
      to A&P Stores.  The private label items covered by this Section
      3.1(d) will have a Base Price equal to the amount agreed to between A&P and
      the vendor, including all inbound and accessorial charges payable by C&S,
      provided that the price negotiated by A&P represents a market
      price.  C&S and A&P will explore a program for cooperative
      buying on private label brands.




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


-3-








(e) Price
      Bulletin.  C&S will publish electronically the Base Price * in
      a bulletin
      and price file prepared for A&P.





(f)           Logistics
      Programs.  The Base Price shall include all current logistics,
      plant direct and other similar logistics programs that A&P is involved with
      as of the Effective Date.  (Such programs are set forth on Schedule
      3.1(f)). If a vendor initiates a new logistics program similar to those on
      Schedule 3.1(f), then C&S will reflect * of the net savings of such program
      in the Base Price after subtracting any costs of C&S related to compliance
      with such program, provided, however, if a vendor converts an A&P trade
      funding program into a logistics initiative, then A&P will be entitled to
      the full amount of such initiative less any costs related to C&S’s
      compliance with such initiative.





(g)           Transferred
      Inventory.  The Base Price for each item of Transferred Inventory
      (as defined in the Asset Purchase Agreement) will be the price paid by C&S
      to A&P for such item.





3.2           Upcharges.





General
      Background.  The per case cost to A&P under this Agreement
      will be * per case following June 1, 2006 premised on the provisions set forth
      in Sections 3.2(b), (c) and (d).  While this per case cost is
      implemented in several components as noted below, the intent is that the
      upcharge of * per case will be the baseline cost and C&S will provide *
      reconciliation for variances or changes.  The fee was reached based on
      A&P’s present overall distribution costs of approximately * minus over * in
      annual savings, which savings do not include any A&P overhead
      savings.  Following such savings, C&S annual expenses charged to
      A&P would be approximately * initially following each Procurement Conversion
      Date and * following October 1, 2006.  For example, if A&P’s
      annual case volume hereunder is * then the upcharge would be calculated as
      follows:





A&P’s
                blended warehousing and transportation:
            *A&P
                Initial Savings
            *Final
                Additional Initial Savings
            *Diverting
                Buyout (Section 3.2(c)(iv))
            *Facility
                Credit
            *Stop
                Fee Savings (Section 3.2(b)(ii))
            *Coupon
                Conversion Credit (Section 3.2(c)(v))
            *Additional
                Savings (Section 3.2(c)(vi))
            ***Total**:
            *





(i)           
       Warehouse Upcharge.  A&P shall pay to C&S the per
      case Upcharges set forth on Schedule 3.2(b)(i)  (the “Upcharge”) on
      all Merchandise delivered to A&P following a Procurement Conversion Date as
      set forth below, except GM/HBC Merchandise and Merchandise supplied to the
      New
      Orleans division (“New Orleans Merchandise”).  In addition to the
      Upcharge, A&P will pay to C&S a surcharge of * per case




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


-4-


on
      all
      private label cases in excess of * of the Merchandise supplied hereunder in
      any
      Contract Year.





The
      Procurement Conversion Date for Merchandise presently supplied from the below
      facilities shall be:





July
                10, 2005
            Edison
                and FreshtownAugust
                28, 2005
            BaltimoreSeptember
                18, 2005
            Central
                IslipOctober
                2, 2005
            New
                OrleansOctober
                16, 2005
            Dunmore





Prior
      to
      a Procurement Conversion Date, A&P will reimburse C&S for the total
      actual cost of operating the Facilities and the New Orleans Facility and
      delivering Merchandise consistent with A&P’s past practices, including
      without limitation, labor and benefit costs of the hired Affected Employees
      (as
      defined in the Asset Purchase Agreement), all as calculated pursuant to Schedule
      3.2(a)(i).  However, the costs attributable to conversion to C&S
      systems, including costs related to training for EXE, shall not be reimbursed
      by
      A&P but will be borne by C&S.  Within * following a
      Procurement Conversion Date the parties shall reconcile the actual costs charged
      for a facility prior to the Procurement Conversion Date.





(ii)           
      Stop Fee.   (A)  Facility
      Deliveries.  Prior to October 2, 2005, C&S will charge A&P
      for deliveries from the Facilities the amounts set forth on Schedule 3.2(b)(i),
      provided that if A&P opens or closes a store(s), then the transportation
      expense to deliver or not to deliver to these stores will be added to or
      subtracted from such amount.  The parties shall work together in good
      faith to reduce the transportation costs from the Facilities and C&S
      Facilities and, based on * cases supplied per Contract Year, in no event will
      such savings be less than * in the first Contract Year.  Prior to
      August 1, 2005, C&S will provide A&P with a list of savings programs
      totaling at least *.  On October 2, 2005, the parties will (i) take
      the projected annual transportation costs from the Facilities as they exist
      as
      of October 2 , 2005, minus (ii) the projected savings from the implementation
      of
      the savings programs implemented by C&S, (iii) divide the projected annual
      transportation costs by the projected number of total annual stops as of October
      2, 2005 and (iv) the result of such calculation shall be the Stop Fee for
      Facilities following October 2, 2005.  The method of calculating the
      Stop Fee is more fully set forth on Schedule 3.2(b)(ii).  It is agreed
      that A&P has the obligation to implement the savings programs needed to
      achieve the * savings except to the extent that to do so would in, A&P’s
      reasonable judgment, be materially detrimental to its business.





(B)         
      C&S Facility Deliveries.  For Merchandise that is not
      delivered from a Facility (e.g. Harrisburg, Windsor Locks, North Hatfield and
      PDC) (collectively, C&S Facilities”), prior to October 2, 2005, C&S will
      charge A&P for deliveries from C&S Facilities the amounts set forth on
      Schedule 3.2(b)(i), provided that if A&P opens or closes a store(s), then
      the transportation expense to deliver or not to deliver to these stores will
      be
      added to or subtracted from the such amount.  On October 2, 2005, the
      parties




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


-5-


will
      calculate the Stop Fee for C&S Facilities as follows: (i) * minus (ii) the
      projected amount of the annual savings resulting from the implementation of
      a
      savings program for a C&S Facility set forth on the list provided pursuant
      to Section 3.1(b)(ii)(A) (which when combined with the savings under Section
      3.2(b)(ii)(A) shall be no less than *), (iii)
      divide
      the projected transportation costs by the number of total projected annual
      stops
      as of October 2, 2005 and (iv) the result of such calculation shall be the
      Stop
      Fee for C&S Facilities following October 2, 2005.





(iii) Dunmore
      Upcharge.  (A)  Following October 9, 2005, the upcharge
      for GM/HBC Merchandise is * per unit.  The Dunmore upcharge reflects *
      of savings from A&P’s present costs in Dunmore.  Attached as
      Schedule 3.2(b)(iii) is the calculation of the Dunmore Upcharge.  In
      addition, the agreed to imputed rent for the Dunmore  Facility shall
      be paid by A&P to C&S.  The parties will establish the
      standard credit policy and reserve for Dunmore within * of the Effective
      Date.  The parties will meet and discuss in good faith a volume
      incentive for GM/HBC volume.





(B)          
      If for either the *, A&P’s purchases of GM/HBC Merchandise from C&S are
      less than *, then A&P shall pay to C&S a GM/HBC Reduced Volume Surcharge
      (the “Reduced Volume Surcharge”) equal to * for all * purchases for the
      applicable * less than *.  The GM/HBC Reduced Volume Surcharge
      calculated as set forth in this Section 3.2(b)(iii)(B) for any * period shall
      be
      paid by A&P by the * after the end of any such
      period.  Notwithstanding the prior sentence, if A&P sells a
      division, then (i) the GM/HBC Upcharge shall be * resulting from such sale,
      (ii)
      the Upcharge will be adjusted to reflect the fact that * associated with the
      supply of GM/HBC merchandise, and (iii) the base for the GM/HBC Reduced Volume
      Surcharge shall be *.





(iv)           New
      Orleans Upcharge.   Following September 25, 2005, the
      upcharge for the New Orleans division shall be * per case (the actual cost
      of
      the New Orleans operations).  In addition, the agreed to imputed rent
      for the owned New Orleans facility shall be paid by A&P to
      C&S.  The New Orleans division supply arrangements shall be in
      accordance with this Agreement and Schedule 3.2(b)(iv).





(v)          
       Baltimore Imputed Rent.  In addition to the Warehouse
      Upcharge, the agreed to imputed rent for the owned Baltimore facility shall
      be
      paid by A&P to C&S.





(c)           Warehouse
      Adjustments.





(i)           
       Upcharges.  The essence of this upcharge section is that
      the Upcharge reflects A&P’s cost per case for the trailing * prior to
      February 26, 2005 for all distribution related expenses with a savings of *
      per
      case.  Schedule 3.2(c)(i) sets forth the information used to calculate
      the Upcharge.  Notwithstanding the parties’ best efforts regarding the
      determination of the proper Upcharge and other fees, surcharges, and incentives
      under Section 3 of this Agreement, within * of the end of the first Contract
      Quarter and * Contract Year, the parties shall meet to review the projections
      and data used to calculate the Upcharge and the other fees, surcharges, and
      incentives covered under




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


-6-


Section
      3
      of this Agreement and shall in good faith adjust, if necessary, the Upcharge
      and
      other fees, surcharges, and incentives under Section 3 of this Agreement based
      on the accuracy of the data provided or data unavailable at the time of the
      original calculations.  It is the parties’ intent that A&P will
      continue to employ the same business practices with respect to the Facilities
      or
      otherwise with respect to supplying the A&P Stores as it employed while it
      was operating the Facilities (i.e., full pallet rounding and full pallet
      ordering, mix of inner packs/eaches/full cases) and the parties will maintain
      the same methodology for converting eaches to cases.  If there is a
      fundamental change following the Commencement Date in A&P’s sales mix,
      service requirements or other substantive changes affecting the cost of
      supplying the A&P Stores, then the parties agree to meet and in good faith
      adjust the Upcharge.





(ii)         
      CPI.  Commencing with the * and for each * thereafter, C&S
      will * the Upcharge in Sections 3.2(b)(i) and (iii) (e.g. Warehouse and
      Dunmore) and the Cross Dock fee set forth in Section 3.5 based on * from the
      *
      as follows: *.  The Warehouse Upcharge used for this calculation shall
      *, provided that the Warehouse Upcharge shall be adjusted to reflect *.To illustrate, assume
      that
      (i) the *, (ii) the CPI and the ECI for September *, (iii) the CPI for * and
      (iv) the Warehouse Upcharge less the Central Islip and Baltimore Facility
      occupancy expenses is *, then the Warehouse Upcharge for the * would be
      *





To
      further illustrate, assume that (i) the *, (ii) the CPI and the ECI for *,
      (iii)
      the CPI for * and (iv) the Warehouse Upcharge less the Central Islip and
      Baltimore Facility occupancy expenses is *, then the Warehouse Upcharge for
      the
      * would be *


.


(iii)         
      Vendor Inbound Compliance.  C&S will continue vendor
      inbound compliance programs and charge vendors for noncompliance (i.e.,
      noncompliance with routing guide instructions, late delivery, missed
      appointments, broken pallets).  If a fee is reduced or eliminated and
      A&P has not provided the support set forth in the prior sentence, then the
      upcharge will be increased to reflect such reduction or elimination, provided,
      however, prior to any such increase the Presidents of A&P and C&S shall
      meet to try and find another method for making up the decrease in vendor
      compliance income in lieu of increasing the upcharge.





(iv)         
      *.  The initial Warehouse Upcharge has been * to reflect A&P’s
      agreement *.  C&S and A&P agree that *.  C&S may
      *.  To the extent that A&P requests that C&S * and C&S so
      complies, then the parties shall in good faith determine * and adjust the
      upcharge to compensate *.  In addition, if A&P requests that
      C&S * and C&S’s compliance with such request causes *, then the parties
      shall in good faith determine the * and adjust the upcharge to compensate
      *.  The parties will from time to time mutually agree to the *.





(v)         
      Coupons.  A&P will transfer its coupon processing to
      C&S and the parties will follow the coupon processing program set forth on
      Schedule 3.2(c)(v).  Immediately following the commencement of C&S
      processing A&P’s coupons, the Upcharge will be reduced by * per
      case.




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


-7-








(vi)         
      Additional Savings.  On June 1, 2006, the Upcharge shall be
      reduced by * per case.





(d)           Stop
      Fee Adjustments.  (i) Fuel Cost Adjustment.  For
      purposes of this Section 3.2(d)(i), the Base Cost of Fuel is as set forth on
      Schedule 3.2(d)(i).  The Base Cost of Fuel is calculated as set forth
      on Schedule 3.2(d)(i).  Within * of the end of each Contract Quarter,
      C&S shall calculate the cost of fuel for such Contract Quarter (the
“Quarterly Fuel Cost”) in the same method as set forth on Schedule 3.2(d)(i) and
      shall either bill A&P if the Quarterly Fuel Cost is more than the Base Cost
      of Fuel or credit A&P if the Quarterly Fuel Cost is less than the Base Cost
      of Fuel calculated as follows: (i) the percentage increase or decrease in the
      Quarterly Cost of Fuel compared against the Base Cost of Fuel, multiplied by
      *.
The Stop
      Fee Fuel Component for Facilities and C&S Facilities shall be calculated as
      part of the calculations done pursuant to Section 3.2(b)(ii).  For
      example, if (i) the Base Cost of Fuel is $2.00, *.





(ii)         
      Tolls and Road Taxes.  Each Contract Quarter the Stop Fee for
      both  Facilities and C&S Facilities shall be adjusted to reflect
      any increase or decrease in tolls and road taxes as compared to the prior
      Contract Quarter.





(iii)         
      CPI/ECI.  Commencing on the first day of the * and on the first
      day of each * thereafter, C&S will increase or decrease the Stop Fee for
      both Facilities and C&S Facilities by an amount equal to * from the first
      day of *.  The CPI Stop Fee Amount for Facilities and C&S
      Facilities will be agreed to as part of the Stop Fee calculation under Section
      3.2(b)(ii).  The increase or decrease in the CPI shall be
      *.





(iv) Driver
      Cost Increases.  Commencing with the *, on
      the *
      following any increase in the labor and/or employee benefit costs with respect
      to the drivers delivering Merchandise from a Facility, the Stop Fee for
      Facilities will be adjusted to reflect * of the actual cost of any such
      increases.  If A&P can demonstrate that any such driver cost
      increase is materially out of line with labor and employee benefits cost
      increases for truck drivers in the trucking industry in the Northeastern United
      States, then the parties will meet and in good faith determine whether * or
      some
      lower percentage is the fair and equitable percentage to use to adjust the
      Stop
      Fee.  If there is a non-productivity related negotiated benefit that
      offsets a labor or employee benefit cost increase, then such negotiated benefit
      shall be factored into the determination of the cost increase used to adjust
      the
      Stop Fee.  For example, if there is a wage increase, but a holiday is
      eliminated, then the cost benefit of the elimination of such holiday will be
      factored into the calculation of such wage increase.  By way of
      further example, if there is an employee benefit cost increase, but eligibility
      requirements are changed, then the cost benefit of such eligibility requirements
      will be factored into the calculation of the employee benefit cost
      increase.





(v) Stop
      Fee Savings.  Following October 2, 2005, A&P will receive *
      and C&S *
      of any Stop Fee Savings for Facilities and C&S Facilities resulting from
      A&P decreasing the number of stops.




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


-8-








(e)           Notice/Backup.  C&S
      will provide A&P with back-up documentation of any increase under Section 3
      (c) or (d) and written notice prior to the implementation of any such
      change.





(f)           *.  If
      the contemplated * does not occur, then C&S and A&P will meet and in
      good faith mutually agree on terms and conditions for *.





3.3           *.  C&S
      will credit  * to A&P any * purchased under this
      Agreement.  The initial * shall be no less than *. C&S will
      provide at least * prior notice of any change in Vendor’s * terms.





3.4           Restocking
      Fee.  C&S will charge A&P a restocking fee of * for the
      return of all cases ordered in error by A&P.  This fee will not
      apply to the return of any cases generated by C&S mispicks or other errors
      or returns from a new store or a major remodel within * of the store’s grand
      opening or reopening.





3.5           Cross-Dock.  C&S
      will charge A&P a cross dock fee of * per case for cross-dock
      cases.  If A&P commences cross-docking cases of a new DSD vendor
      C&S will charge A&P * per pallet for any such cross-docked pallets,
      provided that (i) the * fee is premised on there being an average of * cases
      per
      pallet and if there is not such average, then the parties shall in good faith
      adjust the * fee, and (ii) the Stop Fee shall be adjusted to reflect the
      increased transportation cost, if any, resulting from these additional
      cross-dock cases.   If A&P converts selected cases to
      cross-dock, then C&S will charge A&P * per pallet for such cross-dock
      cases.  If the mix of existing cross-dock Merchandise changes or the
      average cases per pallet changes, then parties will meet and good faith adjust
      the relevant fees set forth above.  With respect to cross-dock pallets
      or totes that require breakdown, A&P and C&S will negotiate in good
      faith to determine an appropriate fee.  The handling fee will be
      subject to adjustment for cases exceeding * cubic feet.  Cross-dock
      product is not slotted in C&S facilities and C&S is not required to hold
      any cross-dock product more than *.




3.6           Cardboard
      Bales.   For * per bale C&S will pick up A&P’s
      cardboard bales at A&P stores, transport them to a C&S Facility or
      Facility and load them on a trailer to be provided by A&P or a party
      designated by A&P.  A&P shall promptly remove full trailer
      loads of bales from the applicable facility.  Any costs incurred by
      C&S with respect to proper disposal or other disposition of the baled
      cardboard shall be the responsibility of A&P.  A&P shall
      clearly mark its bales, e.g. with an A&P day glow sticker.




3.7           Volume
      Incentive.  If for either the *, A&P’s purchases from C&S
      are more than * cases, then C&S shall pay to A&P a Volume Incentive (the
“Volume Incentive”) equal to * per case for all case purchases for the
      applicable * in excess of *.   The
      Volume Incentive calculated as set forth in this Section 3.7 for any * period
      shall be paid by C&S by the * following any such period.





3.8 Reduced
      Volume and Lost Profits Surcharge.




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


-9-








(a)  If
      for
      either the *, A&P’s purchases from C&S are less than * cases, then
      A&P shall pay to C&S a Reduced Volume Surcharge (the “Reduced Volume
      Surcharge”) equal to * per case for all case purchases for the applicable * less
      than *.





(b)  The
      Reduced Volume Surcharge calculated as set forth in this Section 3.8 for any
      *
      period shall be paid by A&P by the * after the end of any such
      period.





(c)  As
      for
      all other purposes under this Agreement, volume under the Existing Supply
      Agreement shall be excluded from the calculations under this Section 3.8 and
      Section 3.7 (Volume Incentive).  In addition, GM/HBC Merchandise, New
      Orleans Merchandise and cross-dock Merchandise shall be excluded from the
      calculations under this Section 3.8 and Section 3.7 (Volume
      Incentive).





3.9  Seasonal
      GM/HBC Storage.  C&S will oversee the operation of seasonal
      GM/HBC storage and A&P shall be responsible for the cost of seasonal GM/HBC
      storage, including occupancy, transportation and warehousing, which costs
      A&P shall reasonably approve in advance.





**Section
      4**. ******Implementation
      Committee**.




4.1      
      Implementation Committee.  The parties will form an
      implementation committee to oversee the implementation of this
      Agreement.  The committee will establish the requisite information
      flow.  It also will work to (i) foster efficient and timely
      communications and information sharing, (ii) to develop mutually beneficial
      operating efficiencies and savings, (iii) ensure that the actions of one party
      do not negatively impact the operations and/or profits of the other, (iv)
      monitor, adjust and/or create new key performance indicators (“KPIs”) and (v)
      identify items that could be added or subtracted for the parties’ mutual
      benefit.




4.2        Committee
      Priorities.  Within the first six months following the date of
      this Agreement, the committee will work to develop mutually beneficial policies
      in the following areas: store order frequency; better programs with respect
      to
      packaging to reduce damages; pallet rounding; reduction in vendor lead times;
      ordering efficiencies; receiving efficiencies (store and warehouse); combined
      purchasing (cooperative purchasing opportunities in not for resale items);
      service level/fill rate; new items speed to shelf; inventory management;
      seasonal item management; manufacturer out of stock issues; ad underpulls and
      overpulls (future promotions and past performance); new store openings and
      remodels; and pallet exchange efficiencies.





**Section
      5.  Additional Buying and Supply
      Provisions.**





5.1           Deal
      Extensions.  C&S will reflect all vendors' retail trade
      allowances * after the vendors’ last order date, except for the short coded
      items set forth on Schedule 5.1.




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


-10-








5.2  Slow
      Movers.  C&S is entitled to discontinue any A&P unique
      items that move less than *, unless
      A&P elects to pay a * cent per case surcharge on such items or allows
      C&S to deliver such items *.  On
      or before the *, C&S shall
      provide A&P with a report indicating all A&P unique items that averaged
      less than * of movement.  A&P shall have until the * to determine
      whether C&S may discontinue such items or whether A&P elects to pay the
      additional surcharge for such slow moving items.





5.3.           New
      Items.  C&S will work with vendors to make new items available
      for shipment to A&P at the earliest shipment date.  If A&P
      provides C&S at least * notice of any new item, C&S will ship such new
      product within * of vendor’s first available ship date, subject to vendor
      availability of the product.  Strategic items, as reasonably
      determined by A&P, shall be shipped on the vendor’s first available ship
      date, subject to vendor product availability.





5.4           
      Expedite.  If C&S causes the shortage of any time sensitive
      items, such items will be expedited at no expense to A&P, provided that
      A&P shall pay additional costs for any shortages due to its
      error.




5.5        
         Standard Credit
      Policy.****(a)  With respect to the Facilities,
      the parties shall follow the standard credit policy set forth on Schedule
      5.5(a), which is intended to mirror A&P’s current standard credit
      practices.  With respect to any other C&S facilities, the parties
      shall follow the standard credit policy set forth on Schedule
      5.5(b).  The audit procedures to support the C&S facilities'
      policy are also set forth on Schedule 5.5(b).  With respect to
      Facilities, C&S will, after taking into account credits that it has issued
      to the stores pursuant to its warehouse audits and store called-in credits
      and
      all other reserve adjustments, pay to or bill A&P the net shortage or gain
      in each warehouse, all as described on Schedule 5.5(c).  A&P will
      continue to receive current swell allowances for product shipped from a
      Facility.  C&S will receive all swell allowances on any vendor
      that switches to a swell allowance and will pass on to A&P * of such
      allowances received.  C&S will receive all swell allowances for
      Merchandise shipped from a C&S Facility and will pass on to A&P * of
      such allowances received.   If a vendor that switches to a swell
      allowance is a successor to an A&P swell vendor, then the parties will meet
      and in good faith agree on the proper allocation of the swell allowance from
      the
      successor vendor. C&S will primarily rely on the A&P Help Desk to issue
      credits because A&P is being billed for or paying the net shortages or
      gains.  C&S shall maintain a level of security at the facilities
      serving A&P sufficient to mutually satisfy the parties that the Merchandise
      is being adequately protected, with the presumption that the relative level
      of
      security on the date hereof is sufficient for such purposes.  C&S
      shall provide A&P with a reconciliation report of net shortages and gains in
      inventory within * of the end of each A&P accounting period.





(b)        
       Other Customers.  Following the commencement of shipment
      by


C&S
      to customers other than A&P from the Facilities, the parties will follow the
      standard credit policy attached as Schedule 5.5(b).




5.6           Discontinued/No
      Movement items.  The parties will work together to




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


-11-


eliminate
      items that have no movement for *,
      including, without limitation working together to have the responsible
      manufacturer repurchase and remove such inventory.  For any and all
      items that A&P discontinues or items that have no movement for * (excluding
      seasonal items that A&P represents it will sell the following year), C&S
      will provide A&P notice.  Upon receipt of such notice, A&P
      will either provide for the vendor to remove and repurchase all such cases
      remaining in the warehouse or give C&S a distribution for such
      cases.  In either event, such goods will be removed by vendor or store
      distribution within * of A&P’s receipt of notice.  To minimize
      such inventory, A&P will give C&S advance notice of any discontinuance
      to avoid unnecessary ordering.  Furthermore, if such item is not
      unique to A&P in the applicable facility, A&P will only be responsible
      for such discontinued items to the extent that such leftover inventory is
      A&P leftover ad product.




5.7           Ads.  (a)  A&P
      shall book all ads by facility for the first 18 months following the
      Commencement Date.  Following such 18 month period A&P shall only
      be responsible for providing C&S with the aggregate number of cases per ad
      per item across all facilities supplying A&P.  In addition, the
      parties will in good faith work on a feathering process to bring in ad product
      to each facility prior to the commencement of the ad.  A&P shall
      provide to C&S distribution quantities for dry grocery by store for at least
      * of the product booked for a front page ad for C&S’ distribution prior to
      the commencement of the ad, provided that A&P will use its commercially
      reasonable efforts to provide C&S distribution quantities of *.  Prior
      to the end of the * Contract Year, A&P will strive to provide C&S
      distribution quantities for at least * of all ad product prior to the
      commencement of an ad.  Left-over ad product may be sent back to the
      Facilities subject to Section 3.4.  A&P will purchase left-over
      perishable ad product from C&S prior to such product being out-of-code,
      provided that if A&P is unable to so purchase, A&P will be responsible
      for the cost and disposition of such product.  C&S and A&P
      will work together to minimize leftover ad product, including, continuing
      A&P’s practices of remerchandising items where possible, canceling trucks
      and having vendors pick-up leftover ad product.  Left-over ad product
      in excess of * normal turn movement (as measured against the physical balance)
      shall be placed into the Reserve.





(b)           A&P
      will be responsible for all fresh seafood, chicken and other poultry pre-orders
      and will purchase such items from C&S prior to the seafood or chickens being
      out-of-code, provided that if A&P is unable to so purchase, A&P will be
      responsible for the disposition of such product.





5.8            SKU’s.  C&S
      shall not be obligated to carry more than * above the number of SKU’s per
      Facility than A&P carries as of the Effective Date absent the consent of
      C&S, which consent will not be unreasonably withheld, provided that the
      maximum increase in SKU’s per Contract Year shall be no more than * of the
      number of SKU’s per Facility that A&P carried in the prior Contract
      Year.  Schedule 5.8 sets forth the present number of A&P SKU’s by
      category and warehouse.





5.9           *.  C&S
      will reflect to A&P the * subject to *.




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


-12-








5.10           *.  If
      an item has *, then C&S will reflect the * on the *.  If there is
      *, then C&S will *, provided that any such amount *.





5.11           Base
      Price and other Adjustments.





(a)           To
      the extent that an income item formerly available to one party is eliminated
      but
      such program dollars are made available to the other party in another form,
      then
      the party benefited by such change will make the other party whole by an
      adjustment to the Base Price of such goods or other agreed to
      adjustment.





(b)           Each
      party acknowledges that the other party has historically benefited from certain
      sources of income, including, but not limited to: Cross-Roads, warehouse
      slotting, retail store slotting, alternative source buying, and cash
      discounts.  Furthermore, as of the date hereof, A&P earns a
      certain amount of trade funds, but also engages in certain activities that
      one
      may claim could impact trade funds, such as diverting or vendor compliance
      programs.  Neither party will knowingly interfere with the other
      party’s programs.  More specifically, no action by C&S that
      differs from A&P’s actions, be it, for example, C&S’ increasing the
      amount of diverting or vendor charges from A&P’s level, will negatively
      impact A&P’s current level of trade funds.  A&P will use its
      commercially reasonable best efforts to both prevent a vendor from claiming
      that
      C&S’ programs interfere with A&P’s trade funds and to preserve C&S’
programs.  As part of A&P’s efforts in this regard, on a
      case-by-case basis, A&P will include C&S in vendor meetings, and with
      all parties present, inform such vendor that it is the vendor’s issue to resolve
      with C&S and that in no way is the vendor to reduce A&P’s trade
      funds.





(c)           The
      pricing provisions herein are based upon the parties’ mutual assumption that no
      fundamental changes will occur in the structuring or level of promotions or
      other factors affecting the wholesale cost of Merchandise.  If the
      parties’ mutual assumptions cease to be true at any time during the Term, the
      parties agree to negotiate in good faith to reach agreement on new, mutually
      acceptable pricing terms.  It is A&P’s intention to continue to
      negotiate and structure deals that will lower A&P’s net cost of
      goods.





(d)           Within
      * of the end of each Contract Quarter or as reasonably requested by a party,
      the
      most senior merchandising executive at C&S and the most
      senior  merchandising executive at A&P will meet and review any
      instances where a party’s trade funding has decreased in the prior Contract
      Quarter.  If a party can show that a decline in its funding on a
      vendor is due to a program of the other party that has resulted in an increase
      in such party’s trade funding from such vendor, then the benefited party will
      promptly meet with such vendor and attempt to determine what effect, if any,
      its
      increased trade funding had on the other party’s trade funding.  If a
      program of a party has had a negative impact on the other party’s funding, then
      the benefited party will seek to cause such vendor to reverse such
      decline.  If the benefited party is unsuccessful in causing the vendor
      to reverse the other party’s decline in trade funds, then A&P and C&S
      shall jointly meet with the applicable vendor and attempt to cause the vendor
      to
      reverse the decline.  If such effort is unsuccessful, then the
      benefited party will either take such vendor off the program in its entirety,
      take the




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


-13-


vendor
      off the program with respect to the other party or otherwise make up the decline
      in the other party’s trade funds.  As part of the quarterly
      reconciliation between the A&P and C&S executives, the parties will
      provide each other with any information regarding the other party’s programs
      requested by a party, unless any such information is subject to a
      confidentiality obligation.  Any dispute under this Section 5.11(d)
      that cannot be resolved by the merchandising executives shall be elevated to
      and
      settled by the Presidents of A&P and C&S prior to the end of the
      subsequent Contract Quarter.





5.12           *.  Any
      * will be paid *.




**Section
      6.  Billing and Payment.**





6.1           *Statements.  Each *, C&S shall
      electronically transmit to A&P, files (such files shall be referred to
      collectively as the “* Statement”)
      for all amounts owed (including purchases, fees, upcharges and credits) for
      the
      immediately preceding * (the “* Statement
      Amount”).  There will be a Shipment File with all product charges to
      the stores; an Adjustment File with fees, upcharges, and credits; a Cost and
      Weight File for random weight product; and a Cost File for all other
      products.  A separate Manual Charge file will be provided, which shall
      include special delivery and trailer fees and all other miscellaneous charges,
      by customer number and by invoice.  The * Statement will be received
      on the * following the * such shipments were made.





6.2           Payment.   Each
      *,
      A&P will make a wire transfer in the amount of * (adjusted as set forth
      below) with respect to purchases to be made on such * together with the
      purchases made on the immediately preceding *, * and
      *.  Each
      *,
      A&P will make a second wire transfer in the amount of * with respect to
      purchases made on the immediately preceding * and to be made on * and *.  A&P
      will adjust the payment to be made on the next succeeding * to reflect any
      overpayment or underpayment for the previous * purchases, based upon the
      statement rendered by C&S on *.  Should
      the due date of A&P's payment fall on a date on which banks in New York are
      required to be closed, the due date shall be accelerated to the previous day
      that banks in New York may legally open.  The parties acknowledge that
      the * figure used in this Section 6.2 is * of the projected * purchases, plus
      the projected fees and other charges under this Agreement for the first Contract
      Quarter.  The parties agree that such figure shall be adjusted up or
      down from time to time (but no less than each Contract Quarter) to approximately
      * of the actual volume of * purchases then being made by A&P pursuant to
      this Agreement.  If at any time A&P’s S&P corporate credit
      rating is * or above, then C&S will adjust A&P’s payment terms for a *
      payment of the * estimated * payment amount.





6.3           Miscellaneous
      Billing and Payment Matters.  Time is of the
      essence.  If any payment under Section 6.2 is in default, and A&P
      has failed to cure the default within * after
      receiving**notice**from C&S, then, subject to
      Section 14, C&S shall have the right (which rights shall be nonexclusive,
      cumulative of and additional to all other remedies) to defer further deliveries
      until all payments in default have been made or, if such payment is in default
      for more than * following notice from C&S, to terminate this
      Agreement.  If A&P




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


-14-


disputes
      any portion of a statement, absent manifest error, it shall nonetheless pay
      the
      full amount of the statement by the payment due date, without any deductions
      or
      offsets.  A&P shall give C&S notice of any billing adjustments
      it believes should be made, and the parties shall attempt to reach agreement
      on
      any adjustments within *.  If
      either party believes a billing adjustment should be made, it shall give notice
      to the other party and the parties shall attempt to reach agreement on any
      adjustments within * from the date notice is received.  In the event
      an agreement cannot be reached on disputed adjustments within said *, the parties
      will settle the dispute pursuant to Section 31.





6.4           *.  If
      A&P’s *, then A&P will immediately *.  If following *, then
      the obligation of A&P *, provided that if A&P’s *, then A&P shall be
      obligated to * pursuant to the terms of this Section 6.4.





6.5           Review
      Rights.  The parties will within * of the Effective
      Date  develop a * price file reconciliation process in a format with
      sufficient detail as reasonably requested by A&P, whereby C&S will
      transmit to A&P all Base Price information on a * basis and A&P may
      review and comment on such information.  A&P may also review
      C&S’ Base Price information as set forth in Section 15.





6.6           Third
      Party Deductions.  From time to time, A&P may ask C&S,
      in


writing,
      to act as its agent to deduct amounts that are due from manufacturers to
      A&P.  A&P must provide C&S with supporting documentation
      before C&S will process such deduction.  C&S has the right, in
      its discretion, to refuse to honor any third party deduction request that
      A&P may make; provided that C&S shall use this right to refuse a
      deduction in a reasonable manner and shall discuss such with A&P, in
      advance, and work with A&P to resolve any of A&P’s
      concerns.  If C&S makes a deduction on A&P’s behalf and the
      manufacturer disputes the deduction made by C&S, A&P agrees to
      indemnify, defend and hold C&S harmless from any claim by the manufacturer
      related to such deduction, provided that C&S will cooperate with A&P in
      the defense of any such claim.  If after taking a deduction and paying
      the amount of such deduction to A&P, C&S repays any such deduction,
      A&P will, upon receipt of notice and supporting documentation from C&S,
      repay such amount to C&S.  A&P will use its best efforts so
      that the supply of merchandise from manufacturers to C&S is not adversely
      affected solely by any third party deductions that C&S may take on A&P’s
      behalf.  Service level shall not be adversely affected by an
      interruption in the supply of Merchandise from a manufacturer to C&S if the
      interruption is caused by the refusal of the manufacturer to ship product to
      C&S and such refusal is attributable to a disputed deduction that C&S
      has taken on A&P’s behalf at A&P’s direction.  C&S will
      add to each deduction from a vendor a fee to process the deduction made by
      C&S on A&P’s behalf; such processing fee shall be (i) * for deductions
      equal to or less than * and (ii) * for deductions in excess of *.





**Section
      7.****Reserve System**.  The parties
      have established the reserve system described below (the
“Reserve”).





7.1           Designated
      Reserve Product.  Promptly following receipt of notice from
      A&P that it wishes C&S to acquire specified product to be held in
      reserve for forward buy,




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


-15-


C&S
      will purchase such product and hold it in reserve for A&P at the Reserve
      Price which is established when the product is purchased by
      C&S.  If A&P requests that C&S buy more than a * supply of
      private label product, the amount in excess of * will be added into the Reserve
      unless A&P’s order on such product is in excess of * in order to meet the
      vendor’s minimum order size and is consistent with past practice.  In
      addition, leftover ad product covered under Section 5.7 and leftover seasonal
      items (such as Halloween candy) that will have no or minimal movement until
      the
      commencement of the next season for such item shall be added to the
      Reserve.  The amount of forward buy product shall be an economically
      rational amount based on A&P’s normal * movement.  C&S shall
      bill A&P the Reserve Price of all such reserve product described in this
      Section 7.1 with such charges to appear on *.





7.2           Delivery
      Out of Reserve.  Every * C&S shall provide a report detailing
      all product held in reserve for A&P.  It is A&P’s obligation
      to take delivery of all reserve product from C&S before such product is
      out-of-code.





7.3           Limitation
      on Reserve.  The Reserve shall not exceed * cases of grocery
      Merchandise composed of a mix of product reflective of past sales of Merchandise
      under this Agreement (collectively, the “Reserve Limit”).  A&P
      will not forward buy on fixed fund or straight line accrual
      vendors.





7.4      Reserve
      Charges.  From time to time, C&S may, in its sole discretion,
      consent to the number of cases in the Reserve to exceed the Reserve
      Limit.  In such an event,  A&P will pay C&S a
      Reserve Charge equal to * for each case of product in excess of the Reserve
      Limit that is held as of the *.  All
      Reserve Charges will be calculated each * after the last morning billing has
      been run and before the first afternoon billing has been run, and shall be
      billed to and paid by A&P in accordance with Section 3.  Reserve
      Charges are in addition to, and not in lieu of, Upcharges and other fees and
      charges described in Section 3.





7.5.           Allocation
      of Reserve.  The Reserve Limit shall be allocated among the
      facilities based on available space at each facility supplying A&P and a
      particular facility’s percentage of the overall volume under this
      Agreement.





**Section
      8.  Delivery**





8.1           Requirement.  Delivery
      frequencies shall be as set forth on the Delivery Schedule, which shall be
      mutually agreed to by the parties and be attached hereto as Schedule
      8.1.  C&S will communicate to A&P and the stores via e-mail
      the estimated time of arrival.  A delivery shall be considered on time
      if it is within the delivery window set forth on the Delivery Schedule as
      amended from time to time by mutual agreement of the parties, provided that
      a
      delivery shall not be considered late if a delay is caused by A&P, adverse
      weather (i.e., ice and snow), or an event of force majeure.  If
      C&S is late to the first stop, it shall communicate revised ETA’s to the
      subsequent stops.  A&P will provide a list of stores with
      municipal and/or lease restrictions as of the Commencement
      Date.  C&S is responsible for meeting all municipal and/or lease
      restrictions unless such failure is caused by A&P or an event of force
      majeure, and C&S shall hold A&P harmless from any damages caused by




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


-16-


such
      C&S failure.  In the event that A&P receives a notice of
      default under a lease arising out of the delivery(s) of C&S, A&P will
      provide C&S with a copy of same and C&S will use its best efforts to
      immediately cure such default and provide A&P with documentation thereof so
      A&P may provide same to its landlord. C&S will provide A&P with
      routing information prior to a delivery’s departure from the C&S
      facility.  The parties acknowledge that the higher the cube
      utilization, the lower the transportation fees per
      case.  Consequently, the parties will work together and adjust
      delivery schedules wherever reasonable and practical so as to have full
      truckloads.




8.2           The
      Delivery and Service Levels are as follows:





Contract
                Quarter
            “Target
                Level”
            “Required/Penalty
                Level”
            “Termination
                Level”1st
                Contract
                Quarter
            *
            N/A
            N/A2nd
                Contract
                Quarter
            *
            *
            *Thereafter
            *
            *
            *





8.3           Delivery
      Schedule Violation.  If, for any reason other than a delay caused
      by A&P or an event of force majeure, C&S fails to deliver at least the
      Required/Penalty Level of all deliveries on time in accordance with the Delivery
      Schedule for deliveries scheduled to be made during a Measurement Period, then
      such failure shall be a “Delivery Schedule Violation.”  Each four-week
      period will be a “Measurement Period” and there will be 13 Measurement Periods
      each Contract Year.





8.4           Delivery
      Penalty.  Should A&P believe that a Delivery Schedule
      Violation has occurred, A&P shall give notice to C&S and C&S shall
      use its best efforts to immediately restore the Required Service
      Level.  Following such notice, upon a Delivery Schedule Violation,
      A&P will be entitled to a penalty payment equal to * per load for all
      unexcused late loads below the Required/Penalty Level for such Measurement
      Period (the “Penalty Payment”).  C&S will pay the Penalty Payment
      within * of the end of the applicable Measurement Period.  This
      penalty will not apply for the * Contract Quarter.





8.5           Delivery
      Termination.  If the Delivery Service Level is below the
      Termination Level for * consecutive Measurement Periods, A&P may terminate
      the Agreement, provided that it has provided Timely Notice of
      Termination.  Timely Notice of Termination shall mean written notice
      provided to C&S by A&P anytime within * of the expiration of the *
      Measurement Period.  If, after receipt of a Timely Notice of
      Termination, C&S does not achieve at least the Termination Level in the *
      Measurement Period, then, as set forth in the Notice of Termination, the entire
      Agreement will terminate * following the end of the * Measurement
      Period.  Should A&P give late Timely Notice of Termination, the
      time periods for cure, including extension into subsequent consecutive
      Measurement Periods, shall be extended accordingly.  Following an
      event under this Section 8.5 that gives rise to a right of termination by
      A&P, A&P may request that only a portion of this Agreement be
      terminated.  Following such request C&S will promptly meet with
      A&P and the parties will in




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


-17-


good
      faith amend this Agreement to both parties’ mutual satisfaction to accommodate
      A&P’s request.




8.6       Service
      Level Adjustments.  The operating committee will from time to time
      review and, if appropriate, adjust the Delivery and Service levels and
      calculations set forth in Sections 8.2 and 9.1, based on actual operational
      experience and changes in service requirements taking into account the parties’
performance, technological advances and capabilities and the type of items
      that
      C&S is supplying.





8.7       Serious
      Late Delivery Penalty.  If a C&S delivery is more than * late,
      then, to the extent such delay was not due to A&P (including, but not
      limited to, delay at the first stop or a transmission delay) or an event of
      Force Majeure, such late delivery shall be considered a Serious Late
      Delivery.  Upon a Serious Late Delivery, A&P may bill C&S *
      for a delivery that is between * late and * for a delivery that is more than
      *
      late.  The payment for this penalty will be received by A&P as a
      credit on the billing statement the * after it has been levied.





8.8  Drop
      Trailers.  C&S will continue A&P’s present practices with
      respect to providing drop trailers to the A&P Stores, provided that if there
      is a material increase in drop trailers, the parties shall meet and in good
      faith come up with a fee for the incremental trailers. In addition, C&S will
      provide (i) a trailer within * of a store’s request when necessary as a result
      of an emergency and (ii) a trailer on a non-emergency basis within * of a
      store’s request.  A&P will provide C&S, with as close as
      reasonably possible, * advance notice of trailers A&P will require for
      seasonal purposes and C&S will use its commercially reasonable efforts to
      provide, at A&P’s expense, such trailers.  The parties acknowledge
      and agree that the foregoing time frames do not cover emergencies or
      catastrophes affecting * or more A&P stores and in such a case C&S will
      use its commercially reasonable efforts to provide A&P with as many trailers
      as requested by A&P as quickly as possible.





8.9 Trailer
      Advertising.  A&P may, at A&P’s expense, place A&P
      logos and signage
      on up to * of the C&S trailers delivering Merchandise from the Facilities or
      the New Orleans facility, provided that if there is a significant shift of
      volume out of the Facilities, then the parties shall meet and in good faith
      agree on a method of advertising that will not diminish the number of trailers
      with advertising as compared with the number prior to such shift in
      volume.





8.10      Perishables.  The
      general method for shipping meat, dairy and produce Merchandise shall be to
      ship
      these categories on the same truck.





**Section
      9.****Service Level**.





9.1         Service
      Level Requirement.  The parties’ mutual objective is to
      maintain  the Target Levels set forth in Section 8.2.  In
      computing the Service Level the numerator shall be the number of cases shipped,
      and the denominator shall be the number of cases ordered, less unauthorized
      cases, discontinued, and documented manufacturer’s




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


-18-


out-of-stocks.  An
      item will qualify as a manufacturer out of stock if the manufacturer provides
      written proof of such status to C&S or if the manufacturer consecutively
      scratches such item *.  Ad
      overpulls will not be factored into the calculation of service levels, provided
      that (i) C&S receives A&P’s ad projection * in advance of each ad, (ii)
      C&S is provided with the retail and ad placement of the ad and the ad
      layout, and (iii) the ad distribution is no more than * above A&P’s
      aggregate ad projection.  If A&P materially changes its
      promotional advertising strategy in a manner that adversely impacts C&S’s
      ability to meet Service Levels, then the immediately prior sentence shall not
      apply for * following such change, provided that during such * period, A&P
      shall use its best efforts to provide C&S with accurate ad
      forecasting.  Prior to the Commencement Date, A&P will provide
      C&S with * of A&P ad movement data.





9.2        
      Service Level Violation.  If, for any reason other than due to
      an act or omission
      by A&P, a documented vendor issue, adverse weather (i.e. ice and snow), or
      an event of force majeure, C&S fails to maintain a Service Level of at least
      the Required/Penalty Level for the Measurement Period, then such failure shall
      be a “Service Level Violation.”  The Required/Penalty Level may be
      adjusted in accordance with Section 8.6.




9.3         
      Service Level Penalty.  Should A&P believe that a Service
      Level Violation has occurred, A&P shall give notice to C&S and C&S
      shall use its best efforts to immediately restore the Required Service
      Level.  Following such notice, upon a Service Level Violation, A&P
      will be entitled to a penalty payment equal to:  (i) the difference
      between the Required/Penalty Level and the average actual service level
      percentage during the Measurement Period, multiplied by (ii) the number of
      cases
      delivered during such Measurement Period, multiplied by (iii) * (the “Service
      Penalty Payment”); provided, that before any penalty is assessed the parties
      will meet to discuss the cause for such Service Level failure, what can be
      done
      to prevent future failure, and to determine, given the reasons for such failure,
      whether or not a penalty should be charged.  Once it has been
      determined that the charge is appropriate, A&P will bill C&S for any
      such penalty and C&S will pay such bill within *.  This
      penalty will not apply for the first Contract Quarter.  In addition,
      during the period of any Service Level Violation, A&P may purchase from
      other sources Merchandise that is causing the Service Level to fall below the
      Required Service Level and any such purchases shall nonetheless be included
      as
      volume purchased under this Agreement.





9.4           Service
      Level Termination.  If the Service Level is below the Termination
      Level for * consecutive Measurement Periods, A&P may terminate the
      Agreement, provided that it has provided Timely Notice of
      Termination.  Timely Notice of Termination shall mean written notice
      provided to C&S by A&P anytime within * of the expiration of the *
      Measurement Period.  If, after receipt of a Timely Notice of
      Termination, C&S does not achieve at least the Termination Level in the *
      Measurement Period, then, as set forth in the Notice of Termination, the
      Agreement will terminate * following the end of the * Measurement Period. Should
      A&P give late Timely Notice of Termination, the time periods for cure,
      including extension into subsequent consecutive Measurement Periods, shall
      be
      extended accordingly.  Following an event under this Section 9.4 that
      gives rise to a right of termination by A&P, A&P may request that only a
      portion of this Agreement be terminated.




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


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Following
      such request C&S will promptly meet with A&P and the parties will in
      good faith amend this Agreement to both parties’ mutual satisfaction to
      accommodate A&P’s request.





**Section
      10.****Transmission
      Delays**.  Just as C&S delivery delays can cause
      expense for A&P, delays in A&P’s order transmissions (store polling) can
      cause severe expenses for C&S.  C&S will report * A&P’s
      on-time and late transmission delays.  The parties will meet to fix
      any such problems and ensure that they are not repeated.  If delays
      continue to occur, then the parties will meet to determine how C&S will be
      kept whole.





**Section
      11.****Pallet
      Exchange**.****C&S will primarily select and
      ship product on plastic pallets.  C&S will record the number and
      type of shipped pallets on each manifest and collect all such pallets at
      A&P’s warehouse or stores each *; provided
      that
      the operating committee will analyze the feasibility and cost of an at store
      pallet exchange program.  C&S will track pallets delivered and
      returned by type of pallet and report such numbers to A&P each *.  At
      the end of each *, C&S will
      bill A&P for any shortfall in returned pallets at C&S’ cost (currently *
      per plastic pallet and * for CHEP pallets).  A&P may pay any such
      shortfall in cash or in kind.  At the * of the first quarter, the
      operating committee shall reasonably determine the amount of pallets in
      A&P’s system that will be returned the * following the * of the first
      quarter and this amount shall be factored into any amount owing by
      A&P.





**Section
      12.****Liaison**.  Two
      additional full-time employees of C&S for this Agreement will be located at
      A&P’s designated headquarters to provide on-site service solely for A&P
      for all business between the parties.  The key responsibilities of the
      liaison are set forth on the job description attached as Schedule
      12.





**Section
      13.****Reclamation
      Program**.  A&P will participate in C&S'
      reclamation program for all of its stores.  C&S will assume
      A&P's rights and obligation as the Customer under A&P’s contract (the
“Carolina Agreement”) with Carolina Logistics Services ("CLS") and live up to
      all terms and conditions of the contract.   The CLS contract is
      attached hereto as Schedule 13.  C&S will provide to A&P
      substantially the same services, including but not limited to reports, salvage
      income and directed charitable gifts, as are being provided by
      CLS.  A&P has provided to C&S its calculation of income
      derived from reclamation and C&S will
      make
      A&P whole, including providing A&P with its current level of chute and
      salvage income.  The parties will also work together to drive
      additional benefits throughout the term of the agreement.  C&S
      will use Carolina to produce the reports and provide the services that they
      are
      providing to meet A&P's business requirements and C&S will continue to
      do so until it can produce the same reports and can deliver the same services
      (or their substantial equivalents) to A&P’s reasonable
      satisfaction.  A&P will make every effort to support the transfer
      of its reclamation program to C&S in a reasonable timeframe, provided such
      transfer does not expose A&P to any claims, charges or obligations under the
      Carolina Agreement.





**Section
      14.****Force Majeure**.
 Notwithstanding any other provision of this
      Agreement, the performance of
      the affected party shall be excused to the extent (but only to the extent)
      it is delayed, hindered or prevented by the following events:  the
      business operations of either C&S or A&P are interrupted by reason of
      riots, insurrection, war, acts of terrorism, acts of




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


-20-


God,
      or
      if beyond the reasonable control of C&S or A&P producers or
      manufacturers establish allocations or restrictions on quantities of supplies
      available to C&S.   In the event of a Force Majeure, the
      party whose performance is affected will promptly notify the other party of
      such
      event and the steps that the affected party is taking to mitigate such
      event.





**Section
      15.****Verification**.  A&P
      shall have the right to audit C&S’ records in order to confirm that the Base
      Price charged to A&P during the six month period covered by the audit is in
      accordance with the provisions of Section 3 of this Agreement.  Such
      audits will be conducted at C&S’ premises and will be limited to two in any
      twelve month period and be limited to the six month period immediately preceding
      the audit.  Notwithstanding the preceding sentence, in the event that
      a discrepancy is discovered by an audit during the six months covered by such
      audit, then the audit may include prior periods but only to verify that the
      same
      discrepancy had not occurred during such prior periods, provided, however,
      if a
      material issue is detected then such issue will be addressed.  Unless
      any significant discrepancies are found, each such audit shall be completed
      in
      fifteen working days.  As is the customary practice, C&S will
      continue to produce reports and price verifications traditionally supplied
      to
      A&P and such other information and reports as are reasonably requested or
      needed by A&P to have the full transparency upon which this Agreement is
      premised.   The parties' mutual objective is to identify and
      resolve any errors promptly after they occur rather than to rely upon the audit
      procedure to identify errors.





**Section
      16.****Financial
      Reports**.  C&S shall provide A&P with an audited
      Financial Statement including the comparative balance sheets, statements of
      income, retained earnings and cash flows prepared by C&S's independent
      certified public accountants, not later than ninety (90) days after the end
      of
      each fiscal year of C&S.





**Section
      17.****Operations**.  C&S
      shall conduct all operations required of it hereunder in conformance with the
      standards set by the Federal Food and Drug Administration from time to time
      and
      at a level of sanitation at least equal to that required by the Federal Food
      and
      Drug Administration or any other governmental agency having jurisdiction over
      merchandise and other facilities utilized by C&S in the performance of this
      Agreement.  In addition, prior to commencement of supply and
      periodically during the term, the parties will review and mutually agree on
      recall procedures with respect to the merchandise covered by this Agreement,
      which procedures shall be substantially in accordance with A&P’s recall
      procedures.





**Section
      18.****Insurance**.  C&S
      agrees to maintain and cause to be maintained, at its own cost and expense,
      the
      following policies of insurance from insurance companies duly authorized to
      do
      business in New York and the other jurisdictions covered by this
      Agreement.





18.1           Casualty
      Insurance.  Casualty insurance providing all risk coverage with
      limits not less than the full insurable value of the warehouses from which
      C&S is serving A&P hereunder ("C&S Premises", whether Facilities or
      C&S Facilities) and all of the goods and merchandise held or to be held
      therein.




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


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18.2           Comprehensive
      Public Liability Insurance.  Comprehensive public liability
      insurance, including products liability and contractual liability coverage,
      with
      limits of liability of not less than $5,000,000 for property damage, personal
      injury and bodily injury.   The products liability coverage shall
      be continued in effect for not less than two (2) years after delivery of the
      product.




18.3           Worker’s
      Compensation Insurance.  Workers' compensation insurance and
      employer's liability insurance in the amounts required by law.




18.4           Commercial
      Automobile Liability Insurance.  Commercial automobile liability
      insurance affording coverage on all owned, non-owned and hired vehicles with
      limits of liability of not less than $50,000,000 per occurrence for bodily
      injury and property damage liability.





Said
      policies of insurance (except for the workers' compensation and employer's
      liability policies) shall name A&P as an additional insured and shall
      provide that they may not be cancelled unless thirty (30) days' prior written
      notice has been given to all named insureds, and such policies of insurance
      and
      certificates of insurance shall be delivered to A&P within fifteen (15) days
      from the date of this Agreement and renewals thereof, as required, shall be
      delivered at least thirty (30) days prior to the expiration of the policy
      term.  All insurance policies shall be written by insurers reasonably
      acceptable to A&P.




18.5           Indemnification.





(a)           C&S.  C&S
      shall defend, indemnify and hold harmless A&P and its employees, affiliates,
      servants, agents, successors and assigns from any and all losses, claims charges
      and expenses including reasonable attorney’s fees and costs of settlement which
      are incurred by virtue of or result from (a) the inaccuracy in or breach of
      any
      representation or warranty made by C&S in this Agreement, (b) the
      non-fulfillment of any covenant, provision or agreement to be performed by
      C&S under this Agreement during the Term; or (c) any claims for injury to
      person or damage to property arising out of or resulting from (i) acts or
      omissions of C&S in any manner relating to its handling, storage, use or
      delivery of the merchandise supplied to A&P pursuant to the terms of this
      Agreement or (ii) the willful misconduct or negligent acts of C&S or its
      employees, provided, however, this indemnification and hold harmless shall
      not
      apply to the extent of any claims arising from or as a result of the omission,
      willful misconduct or negligent acts of A&P or its
      employees.  Whenever A&P receives notice of a claim or demand that
      would be covered by this provision, A&P shall in turn provide C&S with
      prompt written notice of such claim or demand.





(b)           A&P.  A&P
      shall defend, indemnify and hold harmless C&S and its employees, affiliates,
      servants, agents, successors and assigns from any and all losses, claims charges
      and expenses including reasonable attorney’s fees and costs of settlement which
      are incurred by virtue of or result from (a) the inaccuracy in or breach of
      any
      representation or warranty made by A&P in this Agreement, (b) the
      non-fulfillment of any covenant, provision or agreement to be performed by
      A&P under this Agreement during the Term; or (c)  any claims for
      injury to person or damage to property arising out of or resulting




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


-22-


from
      (i)
      acts or omissions of A&P in any manner relating to the handling or use of
      the merchandise supplied to A&P pursuant to the terms of this Agreement or
      (ii) the willful misconduct or negligent acts of A&P or its employees, or
      (iii) subject to exhaustion of efforts in 18.5(c), for Merchandise procured
      and
      delivered hereunder; provided, however, this indemnification and hold harmless
      shall not apply to the extent of any claims arising from or as a result of
      the
      omission, willful misconduct or negligent acts of C&S or its
      employees.  Whenever C&S receives notice of a claim or demand that
      would be covered by this provision, C&S shall in turn provide A&P with
      prompt written notice of such claim or demand.





(c)  Product
      Liability.  Notwithstanding any provision to the contrary
      contained herein, with respect to product liability claims, the parties shall
      look to the manufacturer of such product for any and all defense, indemnity
      or
      hold harmless claims unless there is clear proof that such claim is the result
      of an act or omission by the counter-party, in which case the provisions of
      this
      Section 18.5 shall apply.





18.6           Confidentiality.  Each
      of A&P and C&S agree to and will cause its respective authorized agents,
      representatives, affiliates, employees, officers, directors, accountants,
      counsel and other designated representatives (collectively, "Representatives")
      to (i) treat and hold as confidential (and not disclose or provide access to
      any
      Person to) this Agreement and all records, books, contracts, instruments,
      computer data and other data and information (collectively, "Information")
      concerning the other in its possession or furnished by the other or the other's
      Representatives pursuant to this Agreement, (ii) if either party or its
      Representatives become legally compelled to disclose any such Information,
      provide the other party with prompt written notice of such requirement so that
      such other party may seek a protective order or other remedy or waive compliance
      with this Section 18.6, and (iii) if such protective order or other remedy
      is
      not obtained, or the other party waives compliance with this Section 18.6,
      furnish only that portion of such Information which is legally required to
      be
      provided and exercise its best efforts to obtain assurances that confidential
      treatment will be accorded such Information; provided, that this sentence
      shall not apply to any Information that, at the time of disclosure, is (a)
      available publicly and was not disclosed in breach of this Agreement by such
      party or its Representatives; or (b) is required to be disclosed by A&P
      pursuant to its obligations arising under Federal securities law or the rules
      of
      a national securities exchange.  Each party agrees and acknowledges
      that remedies at law for any breach of its obligations under this Section 18.6
      are inadequate and that in addition thereto the other party shall be entitled
      to
      seek equitable relief, including injunction and specific performance, in the
      event of any such breach, without the necessity of demonstrating the inadequacy
      of monetary damages.





**Section
      19.****Access to Premises**. C&S
      shall allow A&P reasonable access to the C&S Premises during C&S's
      regular business hours. C&S shall permit A&P, at reasonable times and on
      reasonable notice, (a) to review the inventory records of A&P relating to
      any A&P owned goods and merchandise, (b) to inspect the warehouse facilities
      and transportation equipment and (c) as otherwise needed in connection with
      Section 15.  The parties shall follow the facility inspection
      procedures attached as Schedule 19.  C&S shall provide workspace
      with internet capabilities for up to and including 3 A&P quality
      assurance




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


-23-


personnel
      and will allow such personnel to inspect in-coming and out-going loads of fresh
      product.





**Section
      20.****Termination**.





20.1 Termination
      by C&S.




(a)           Subject
      to the provisions of Section 14, C&S may terminate this Agreement for cause
      upon written notice to A&P setting forth the termination date (i) as
      provided in Section 6.3; (ii) upon * written notice, if A&P’s purchases from
      C&S under this Agreement are less than * cases in any Contract Year; (iii)
      if A&P has breached any of its material obligations under this Agreement and
      if such breach is curable, remains uncured after * following written notice
      of
      such breach from C&S, or (iv) if an Event of Insolvency occurs with respect
      to A&P; provided, that C&S shall not terminate this Agreement upon the
      occurrence of an Event of Insolvency if A&P is otherwise in compliance with
      the terms of this Agreement and A&P provides adequate assurance of future
      performance under this Agreement.





(b)           If
      C&S terminates this Agreement pursuant to this Section 20.1 (Termination for
      Cause), then, A&P shall, among other things, be responsible for and pay
      C&S’s Wind-down Costs.   Wind-down Costs shall include all of
      C&S’s costs in connection with or related to the shut-down, as a result of
      C&S’s terminating this Agreement pursuant to Section 20.1, of any facility
      then primarily supplying A&P with Merchandise
      hereunder.  Specifically, Wind-down Costs shall include (i) the Net
      Book Value of any and all of the assets employed by C&S in a facility
      primarily supplying A&P that are transferred to A&P following
      termination, including, without limitation, any and all Facilities and any
      replacement facilities primarily supplying A&P pursuant to this Agreement
      (“Replacement Facilities”), and the property, plant, equipment and rolling stock
      used with respect to each such facility (collectively, the “Assets”), (ii) any
      costs following the Termination Date arising out of or related to any lease
      or
      agreement related to the provision of the services required by this Agreement,
      including any lease of a Facility or any and all Replacement Facilities, (iii)
      reimbursement for any and all severance and other employee termination costs
      incurred by C&S as a result of C&S terminating the employment of
      individuals providing services to A&P hereunder at any and all Facilities
      and Replacement Facilities, including, but not limited to any and all WARN
      costs
      incurred by C&S in terminating employees, (iv) the total ERISA withdrawal
      liability paid by C&S attributable to a shut Facility, and (v) any other
      costs established by C&S directly related to the shutdown of any and all
      Facilities and Replacement Facilities.  A&P may mitigate the above
      C&S Wind-down Costs by purchasing at Net Book Value the above described
      Assets C&S agrees to sell to A&P and/or assuming the above described
      liabilities.  A&P will upon C&S’s termination under this
      Section 20.1 purchase at the applicable Base Price any and all saleable
      inventory purchased by C&S for delivery to A&P (the
“Inventory”).  The parties agree and acknowledge that the remedies
      under this section are nonexclusive, cumulative of and additional to all other
      rights or




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


-24-


remedies
      in law or equity of C&S, including, without limitation, C&S’s right to
      collect any volume related surcharges for the remainder of the
      Term.  “Net Book Value” shall mean, as of the Termination Date, the
      acquisition cost less the accumulated depreciation of an Asset determined in
      accordance with Generally Accepted Accounting
      Principles.  “Termination Date” means the effective date of the
      termination of this Agreement pursuant to Section 20.1(b).





20.2           Termination
      by A&P.   Subject to the provisions of Section 14,
      A&P may terminate this Agreement for cause upon written notice to C&S
      setting forth the termination date (i) if an Event of Insolvency occurs with
      respect to C&S; provided that A&P shall not terminate this Agreement
      upon the occurrence of an Event of Insolvency if C&S is otherwise in
      compliance with the terms of this Agreement and C&S provides adequate
      assurance of future performance under this Agreement; (ii) if C&S has
      breached any of its material obligations under this Agreement and if such breach
      is curable, remains uncured after * following written notice of such breach
      from
      A&P;  or (iii) as provided for in Sections 8.5 and
      9.4.





20.3           Event
      of Insolvency.  "Event of Insolvency" shall mean that, with
      respect to an entity, such entity shall (a) become insolvent, (b) make a general
      assignment for the benefit of creditors or to an agent authorized to liquidate
      any substantial amount of its assets, (c) become the subject of an "order for
      relief" within the meaning of the United States Bankruptcy Code, (d) file a
      petition in bankruptcy or for reorganization or to effect a plan or other
      arrangement with creditors, (e) file an answer to a creditor's petition,
      admitting the material allegations thereof, for involuntary bankruptcy or for
      reorganization or to effect a plan or other arrangement with creditors, (f)
      apply to a court for the appointment of a receiver or custodian for any of
      its
      assets or properties, with or without consent, and such receiver shall not
      be
      discharged within sixty (60) days after appointment, or (g) adopt a plan of
      complete liquidation of its assets.





20.4  A&P
      Buyout Options.****(a) ****If there is
      a change in control of A&P or C&S or there is a fundamental change in
      the grocery business, then, at any time following the * Contract Year and prior
      to the * Contract Year, A&P shall, upon * prior written notice (the
“Notice”), have the option to pay C&S the Buyout Price (as defined below)
      and perform its obligations under the first sentence of Section 20.1(b) with
      respect to Wind Down Costs and, following such payment and performance, this
      Agreement shall become null and void and of no further force and
      effect.  The “Buyout Price” shall equal:  (i) A&P’s
      Projected Purchases from C&S under this Agreement multiplied by *, plus (ii)
      any
      amounts due by A&P to C&S in connection with the performance of
      A&P’s obligations under the first sentence of Section
      20.1(b).  “A&P’s Projected Purchases” means an amount equal to
      projected purchases (Base Price) under this Agreement by A&P from the date
      of termination until * based on an annual purchase baseline equal to A&P’s
      purchases under this Agreement in the * prior to the Notice divided by *.   For
      example, if A&P exercised its option and sent the Notice on the * and
      A&P’s purchases in the * were *, then the Buyout Price would be
      *.




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


-25-








(b)           At
      any time****following the commencement of the * Contract
      Year, A&P shall, upon * prior written notice, have the option to perform its
      obligations under the first sentence of Section 20.1(b) with respect to
      Wind-down Costs and, following such performance, this Agreement shall become
      null and void and of no further force and effect.  In addition,
      A&P will on the date that is * following A&P’s notice under this Section
      20(b) purchase at the applicable Base Price any and all Inventory.




**Section
      21.****Facilities**.  C&S
      may, in its sole discretion, cease operations at and/or sell any or all of
      the
      facilities supplying A&P.  C&S shall provide A&P * prior
      notice of its intention to close such a facility. Notwithstanding anything
      contained in the Asset Purchase Agreement to the contrary, if C&S closes a
      facility supplying A&P, then C&S will be liable for the amount of the
      total withdrawal liability related to such closure except to the extent set
      forth in Section 20.1 and 20.4.




**Section
      22.****Remedies**.  Any right
      of termination set forth in this Agreement is a nonexclusive remedy and any
      termination shall be without prejudice to any claims for damages or other rights
      of the terminating party.





**Section
      23.****Nonassignability;
      Subcontracting**.  The rights and obligations of this
      Agreement may not be assigned or subcontracted by C&S or A&P without the
      prior written consent of the other party.  Further, C&S shall not
      sell all or substantially all of its assets, nor shall ownership or control
      of
      C&S be changed, without at least * prior notice of such sale or change being
      first given to A&P.  Finally, if C&S is acquired by a major
      direct competitor of A&P, such as The Stop & Shop Supermarket Company,
      Pathmark, Inc., or Wakefern, Inc., then, upon * prior written notice, A&P
      may terminate this Agreement.





**Section
      24.****Binding Effect**.  This
      Agreement is binding upon permitted successors and assigns of each
      party.





**Section
      25.****Notices**.  All notices
      hereunder shall be in writing and shall be deemed to have been duly given if
      (i)**hand-delivered, (ii) delivered by overnight courier, (iii)
      mailed by registered or certified mail, postage prepaid or (iv) faxed with
      receipt confirmed by phone; in each case to the following addresses or fax
      number, unless and until either party notifies the other in accordance with
      this
      Agreement of a change of address:





If
                to C&S:
            C&S
                Wholesale Grocers, Inc.7
                Corporate DriveKeene,
                NH 03431Attn:  Chief
                Executive Officer (Richard B. Cohen)Via
                fax  (603) 354-4692With
                a copy to:




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


-26-





Chief
                Financial Officer (Mark Gross)Via
                fax  (603) 354-4692Senior
                Vice President of Legal and Business Affairs(Carl
                Wistreich)Via
                fax  (603) 354-4694If
                to A&P:The
                Great Atlantic & Pacific Tea Company, Inc.2
                Paragon DriveMontvale,
                NJ 07645President
                (Brian Piwek)With
                a copy to:Executive
                Vice President, Chief Financial Officer and Secretary(Mitchell
                Goldstein)Via
                fax  (201) 571-8715Vice
                President, Chief Legal Officer and Asst. Secretary(Mary
                Ellen Offer)Via
                Fax (973) 321-3387





**Section
      26.****Entire
      Agreement**.  This Agreement contains the entire
      understanding of the parties with respect to its subject matter and may be
      amended only by written instrument executed by both parties or their respective
      successors or permitted assigns.   The Existing Supply Agreement
      is a separate and independent agreement. On the date hereof the parties are
      executing an Asset Purchase Agreement (the “Asset Purchase Agreement”) which
      covers, among other things, C&S’s acquisition of the effected warehousing
      and distribution business of A&P.  The Asset Purchase Agreement is
      an essential material condition to this Agreement and hereby incorporated and
      made a part of this Agreement.  It is agreed that upon execution
      hereof by the parties hereto, that the Negotiation-Inducement/Continuation
      Agreement, dated May 9, 2005, between C&S and A&P, is terminated and
      canceled and all rights and obligations thereunder are extinguished and
      satisfied.





**Section
      27.****Waiver**.  No claim or
      right arising out of the breach of this Agreement can be discharged in whole
      or
      in part by waiver or renunciation of a claim or right unless the waiver or
      renunciation is supported by consideration and is in writing and signed by
      the
      aggrieved party. Waiver by either party of a breach by the other of any
      provision of this Agreement shall not be deemed a waiver of any other provision
      or future compliance with all provisions hereunder, and all such provisions
      shall remain in full force and effect. Failure of either party to enforce any
      right hereunder shall not be deemed a waiver of any subsequent right
      hereunder.




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


-27-





**Section
      28.****Counterparts**.  This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed to do so and all of which together shall constitute one
      and the same instrument.





**Section
      29.****Authority**.  Each
      individual signing this Agreement hereby represents and warrants that he has
      the
      full corporate power and authority to do so and thereby bind the corporation
      on
      whose behalf the individual has signed the Agreement.





**Section
      30.****Applicable 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.  If any provision, clause or part, or the application thereof
      under certain circumstances, is held invalid, the remainder of this Agreement
      or
      the application of such provision, clause or part shall not be affected
      thereby.




**Section
      31.****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 18.6 for a breach of confidentiality requiring injunctive
      relief.  The arbitrators shall consist of one party representative
      selected by A&P, one party representative selected by C&S and one
      neutral representative selected jointly by the first two
      arbitrators.  The party arbitrators shall be selected within * after
      the commencement of the arbitration proceeding, and the neutral arbitrator
      shall
      be selected within * of the appointment of the last party
      arbitrator.  The parties agree that the arbitrators’ Award shall be
      duly made in writing within * 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.




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.





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.





**Section
      32.****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 Procurement Conversion
      Dates
      or at




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


-28-


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.


























[Remainder
      of page intentionally left blank]











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


-29-








**Section
      33.****Capitalized
      Terms****.**Capitalized terms used herein
      and not otherwise defined shall have the meanings set forth in the Asset
      Purchase Agreement.





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








**THE
                GREAT ATLANTIC & PACIFIC**
              **TEA
                COMPANY, INC.**
              
              
              By: 
                ______________________________________________
              Name:
              Title:
            **C&S
                WHOLESALE GROCERS, INC.**
              
              
              
              By: 
                _____________________________________________
              Name:
              Title:

























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


-30-





**SCHEDULES**








Schedule
                1.5
            Store
                LocationsSchedule
                2.1
            Implementation
                Schedule [CONFIDENTIAL]Schedule
                3.1(c)
            Perishable
                Procurement Procedures [CONFIDENTIAL]Schedule
                3.1(f)
            Logistics
                ProgramsSchedule
                3.2(a)(i)
            Transition
                Period Actual Costs [CONFIDENTIAL]Schedule
                3.2(b)(i)
            Upcharge
                Calculation [CONFIDENTIAL]Schedule
                3.2(b)(ii)
            Stop
                Fee Calculation Template [CONFIDENTIAL]Schedule
                3.2(b)(iii)
            Dunmore
                [CONFIDENTIAL]Schedule
                3.2(b)(iv)
            New
                Orleans Specifics [CONFIDENTIAL]Schedule
                3.2(c)(v)
            Coupons
                [CONFIDENTIAL]Schedule
                3.2(d)(i)
            Base
                Cost of FuelSchedule
                5.1
            Short
                Coded Items[CONFIDENTIAL]Schedule
                5.5(a)
            Standard
                Credit Policy for Facilities [CONFIDENTIAL]Schedule
                5.5(b)
            Non-Facility
                Standard Credit Policy [CONFIDENTIAL]Schedule
                5.5(c)
            Shrink
                Gain/Loss [CONFIDENTIAL]Schedule
                5.8
            SKU’s
                [CONFIDENTIAL]Schedule
                8.1
            Delivery
                Schedule [CONFIDENTIAL]Schedule
                12
            Liaison
                Job DescriptionSchedule
                13
            Carolina
                Logistics Services (“CLS”)  [Attach]
                [CONFIDENTIAL]Schedule
                19
            Facility
                Inspection Procedures
                [CONFIDENTIAL]












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








-31-




**Schedule
        1.5**
 **Store
        Locations**
 **Location**
                **Banner**
                **Address**
                **City**
                **State**
                **Zip**34698
                A&P
                293
                    ROUTE 206
                FLANDERS
                NJ
                0783632609
                A&P
                AVENUE
                    A AND 8 TH STREET
                BAYONNE
                NJ
                0700232752
                A&P
                19
                    BELLEVILLE AVENUE
                BLOOMFIELD
                NJ
                0700334610
                A&P
                550
                    MYRTLE AVENUE & RT 202
                BOONTON
                NJ
                0700532607
                A&P
                289
                    BERGEN BOULEVARD
                FAIRVIEW
                NJ
                0702232618
                A&P
                421
                    ANDERSON AVE
                FAIRVIEW
                NJ
                0702234895
                A&P
                105
                    SOUTH AVENUE
                FANWOOD
                NJ
                0702332809
                A&P
                59
                    OUTWATER LANE
                GARFIELD
                NJ
                0702632867
                A&P
                801
                    KENILWORTH BLVD.
                KENNILWORTH
                NJ
                0703332847
                A&P
                453
                    VALLEY STREET
                MAPLEWOOD
                NJ
                0704032864
                A&P
                510
                    VALLEY ROAD
                UPPER
                    MONTCLAIR
                NJ
                0704334801
                A&P
                177
                    WASHINGTON VALLEY ROAD
                WARREN
                NJ
                0705934650
                A&P
                907
                    OAK TREE ROAD
                SOUTH
                    PLAINFIELD
                NJ
                0708032897
                A&P
                230
                    GALLOPING HILL ROAD
                UNION
                NJ
                0708334836
                A&P
                789
                    ST GEORGES AVE
                WOODBRIDGE
                NJ
                0709532640
                A&P
                125
                    18TH STREET
                JERSEY
                    CITY
                NJ
                0731034639
                A&P
                45
                    DE MURCIO DRIVE
                ALLENDALE
                NJ
                0740134685
                A&P
                1938
                    UNION VALLEY ROAD
                WEST
                    MILFORD
                NJ
                0742134701
                A&P
                1730
                    ROUTE 46
                WEST
                    PATERSON
                NJ
                0742434677
                A&P
                117
                    FRANKLIN TURNPIKE
                MAHWAH
                NJ
                0743034620
                A&P
                137
                    LAKE STREET
                MIDLAND
                    PARK
                NJ
                0743234642
                A&P
                5734
                    BERKSHIRE VALLEY ROAD
                JEFFERSON
                NJ
                0743834990
                A&P
                500
                    ROUTE 23
                POMPTON
                    PLAINS
                NJ
                0744034638
                A&P
                63
                    WANAQUE AVE
                POMPTON
                    LAKES
                NJ
                0744234684
                A&P
                455
                    ROUTE 23
                SUSSEX
                NJ
                0746134621
                A&P
                ROUTES
                    515 AND 94
                VERNON
                NJ
                0746234668
                A&P
                560
                    VALLEY ROAD
                WAYNE
                NJ
                0747032653
                A&P
                4
                    MEMORIAL DRIVE
                LODI
                NJ
                0764432664
                A&P
                199
                    KINDERKAMACK ROAD
                PARK
                    RIDGE
                NJ
                0765632391
                A&P
                75
                    MAYHILL STREET
                SADDLEBROOK
                NJ
                0766332651
                A&P
                315
                    PASCACK ROAD
                WASHINGTON
                    TWNSHP
                NJ
                0767532658
                A&P
                216
                    OLD TAPPAN ROAD
                OLD
                    TAPPAN
                NJ
                0767534659
                A&P
                520
                    CHESTNUT RIDGE ROAD
                WOODCLIFF
                    LAKE
                NJ
                0767534924
                A&P
                ROUTE
                    35 & VALLEY DRIVE
                NAVESINK
                NJ
                0771634927
                A&P
                2007
                    ROUTE 35
                WALL
                    TOWNSHIP
                NJ
                0771934626
                A&P
                990
                    SHREWSBERRY AVE
                TINTON
                    FALLS
                NJ
                0772434656
                A&P
                2101
                    ROUTE 35 NORTH
                HOLMDEL
                NJ
                0773034855
                A&P
                507
                    PROSPECT AVENUE
                LITTLE
                    SILVER
                NJ
                0773934926
                A&P
                460
                    COUNTY LINE ROAD & ROUTE  520
                EAST
                    MARLBORO
                NJ
                0774634825
                A&P
                325
                    ROUTE 35
                MATAWAN
                NJ
                0774734874
                A&P
                517
                    RT 46 EAST
                BELVEDERE
                NJ
                0782334686
                A&P
                152
                    ROUTE 94
                BLAIRSTOWN
                NJ
                0782534806
                A&P
                ROUTE
                    513 AND LITTLE BROOK  ROAD
                CALIFON
                NJ
                0783034649
                A&P
                123
                    EAST MAIN STREET
                DENVILLE
                NJ
                0783434951
                A&P
                7
                    NAUGHTRIGHT ROAD
                MOUNT
                    OLIVE
                NJ
                0784034688
                A&P
                148
                    CENTER GROVE ROAD & RT 10
                RANDOLPH
                NJ
                0786934417
                A&P
                407
                    KING GEORGE ROAD
                BASKING
                    RIDGE
                NJ
                0792034687
                A&P
                110
                    WASHINGTON STREET
                MORRISTOWN
                NJ
                0796034891
                A&P
                580
                    CENTRAL AVENUE
                NEW
                    PROVIDENCE
                NJ
                0797434909
                A&P
                WASHINGTON
                    VALLEY ROAD
                PLUCKEMIN
                NJ
                0797834810
                A&P
                ROUTE
                    9 & BAYSHORE DRIVE
                BARNEGAT
                NJ
                0800525463
                A&P
                101
                    EAST  ROUTE 70
                MARLTON
                NJ
                0805334802
                A&P
                64
                    BRICK PLAZA
                BRICKTOWN
                NJ
                0872334908
                A&P
                ROUTE
                    35 & 37
                ORTLEY
                    BEACH
                NJ
                0875134949
                A&P
                OLD
                    ROUTE 22
                CLINTON
                NJ
                0880934886
                A&P
                647
                    ROUTE 18
                EAST
                    BRUNSWICK
                NJ
                0881634760
                A&P
                1185
                    AMBOY AVENUE
                EDISON
                NJ
                0881734807
                A&P
                459
                    ROUTE 31 SOUTH
                HAMPTON
                NJ
                0882734413
                A&P
                120
                    NORTH MAIN STREET
                MANVILLE
                NJ
                0883534811
                A&P
                3500
                    ROUTE 9
                OLD
                    BRIDGE
                NJ
                0885734887
                A&P
                500
                    MILLTOWN ROAD & RT1 SOUTH
                NORTH
                    BRUNSWICK
                NJ
                0890227813
                A&P
                6400
                    AMBOY AVENUE
                TOTTENVILLE
                NY
                1030732050
                A&P
                1750
                    EAST GUN HILL ROAD
                BRONX
                NY
                1046932154
                A&P
                1511
                    ROUTE 22
                BREWSTER
                NY
                1050932125
                A&P
                ROUTE
                    6 & STONELEIGH AVENUE
                CARMEL
                NY
                1051232784
                A&P
                421
                    ALBANY POST ROAD
                CROTON-O-HUDS
                NY
                1052032207
                A&P
                ROUTES
                    22 & 138
                GOLDENS
                    BRIDGE
                NY
                1052632202
                A&P
                132
                    BEDFORD ROAD
                KATONAH
                NY
                10536
  
   32164
                A&P
                ROUTE
                    6 & MILLER ROAD
                MAHOPAC
                NY
                1054132151
                A&P
                805
                    MAMARONECK AVENUE
                MAMARONECK
                NY
                1054332208
                A&P
                230
                    SAW MILL RIVER ROAD
                MILLWOOD
                NY
                1054632226
                A&P
                ROUTE
                    117 & PRESTON WAY
                MOUNT
                    KISCO
                NY
                1054932723
                A&P
                24
                    WEST GRAND STREET
                MOUNT
                    VERNON
                NY
                1055032107
                A&P
                3105
                    EAST MAIN STREET
                MOHEGAN
                    LAKE
                NY
                1056632194
                A&P
                SOUTH
                    STREET & WELCHER
                PEEKSKILL
                NY
                1056632778
                A&P
                575
                    BOSTON POST ROAD
                PORTCHESTER
                NY
                1057332776
                A&P
                1121
                    BOSTON POST ROAD
                RYE
                NY
                1058032192
                A&P
                668
                    CENTRAL AVENUE
                SCARSDALE
                NY
                1058332153
                A&P
                1366
                    EAST MAIN STREET
                SHRUB
                    OAK
                NY
                1058832787
                A&P
                610
                    COLUMBUS AVENUE
                THORNWOOD
                NY
                1059432205
                A&P
                100
                    TRIANGLE SQUARE
                YORKTOWN
                NY
                1059832193
                A&P
                369
                    TARRYTOWN ROAD
                GREENBURGH
                NY
                1060532786
                A&P
                103
                    KNOLLWOOD ROAD
                GREENBURG
                NY
                1060732185
                A&P
                1233
                    NEPPERTHAN AVENUE
                YONKERS
                NY
                1070332186
                A&P
                660
                    MCLEAN AVENUE
                YONKERS
                NY
                1070432713
                A&P
                1046
                    YONKERS AVENUE
                YONKERS
                NY
                1070432198
                A&P
                366
                    PELHAM ROAD
                NEW
                    ROCHELLE
                NY
                1080532746
                A&P
                38
                    RAMAPO ROAD
                GARNERVILLE
                NY
                1092332794
                A&P
                ROUTE
                    303 & LAKE ROAD
                VALLEY
                    COTTAGE
                NY
                1098927284
                A&P
                500
                    WEST MERRICK ROAD
                VALLEY
                    STREAM
                NY
                1158027257
                A&P
                67
                    NEWTON LANE
                EAST
                    HAMPTON
                NY
                1193727260
                A&P
                MAIN
                    AND JAGGER LANES
                SOUTH
                    HAMPTON
                NY
                1196827232
                A&P
                SUNSET
                    AVENUE
                WESTHAMPTON
                NY
                1197832169
                A&P
                1227
                    ROUTE 52
                FISHKILL
                NY
                1252432003
                A&P
                1643
                    ROUTE 82
                LAGRANGE
                NY
                1254032126
                A&P
                3113
                    ROUTE 22
                PATTERSON
                NY
                1256332094
                A&P
                ROUTE
                    44 & NORTH AVENUE
                PLEASANT
                    VALLEY
                NY
                1256947074
                A&P
                651
                    TERRY PARKWAY
                GRETNA
                LA
                7005347069
                A&P
                3233
                    MAGAZINE STREET
                NEW
                    ORLEANS
                LA
                7011547071
                A&P
                701
                    ROYAL STREET
                NEW
                    ORLEANS
                LA
                7011632606
                A&P
                614
                    CLINTON STREET
                HOBOKEN
                NJ
                703034834
                A&P
                    FOOD MARKET
                52
                    WESTFIELD AVE
                CLARK
                NJ
                0706659504
                FOOD
                    BASICS
                937
                    LINCOLN AVENUE
                GLEN
                    ROCK
                NJ
                0745259512
                FOOD
                    BASICS
                1425
                    KENNEDY BLVD
                NORTH
                    BERGEN
                NJ
                0704759501
                FOOD
                    BASICS
                514
                    VAN HOUTEN AVE
                PASSAIC
                NJ
                0705559505
                FOOD
                    BASICS
                375
                    PATERSON AVE
                WALLINGTON
                NJ
                0705759506
                FOOD
                    BASICS
                414
                    MAIN STREET
                BELLEVILLE
                NJ
                0710959502
                FOOD
                    BASICS
                465
                    GETTY AVENUE
                PATERSON
                NJ
                0750359511
                FOOD
                    BASICS
                50
                    WEST MADISON AVE
                DUMONT
                NJ
                0762859513
                FOOD
                    BASICS
                ROUTE
                    28
                MIDDLESEX
                NJ
                0884659503
                FOOD
                    BASICS
                2185
                    COYLE STREET
                BROOKLYN
                NY
                1122959518
                FOOD
                    BASICS
                6201
                    N. FRONT STREET
                PHILADELPHIA
                PA
                1912059510
                FOOD
                    BASICS
                8920
                    FRANKFURT ACADEMY
                PHILADELPHIA
                PA
                1913636740
                FOOD
                    EMPORIUM
                160
                    WEST PUTNAM AVENUE
                GRENNWICH
                CT
                0683036725
                FOOD
                    EMPORIUM
                280
                    ELM STREET
                NEW
                    CANAAN
                CT
                0684036750
                FOOD
                    EMPORIUM
                1261
                    BOSTON POST ROAD
                RIVERSIDE
                CT
                0687836780
                FOOD
                    EMPORIUM
                1201
                    HIGH RIDGE ROAD
                STAMFORD
                CT
                0690636710
                FOOD
                    EMPORIUM
                2160
                    LEMOINE AVE
                FORT
                    LEE
                NJ
                0702436715
                FOOD
                    EMPORIUM
                10  UNION
                    SQUARE 14TH AND PARK
                NEW
                    YORK
                NY
                1000136720
                FOOD
                    EMPORIUM
                475
                    SIXTH AVENUE WEST 12TH ST
                NEW
                    YORK CITY
                NY
                1000136777
                FOOD
                    EMPORIUM
                316
                    GREENWICH STREET
                NEW
                    YORK CITY
                NY
                1001336767
                FOOD
                    EMPORIUM
                200
                    EAST 32ND STREET
                NEW
                    YORK CITY
                NY
                1001636732
                FOOD
                    EMPORIUM
                810
                    8TH AVE
                NEW
                    YORK
                NY
                1001936711
                FOOD
                    EMPORIUM
                1331
                    FIRST AVENUE
                NEW
                    YORK CITY
                NY
                1002136742
                FOOD
                    EMPORIUM
                1066
                    3RD AND 63RD STREET
                NEW
                    YORK
                NY
                1002136707
                FOOD
                    EMPORIUM
                969
                    SECOND AVENUE
                NEW
                    YORK
                NY
                1002236783
                FOOD
                    EMPORIUM
                405
                    EAST 59TH STREET
                NEW
                    YORK
                NY
                10022-150236712
                FOOD
                    EMPORIUM
                228
                    WEST END AVENUE & 70TH ST
                NEW
                    YORK CITY
                NY
                1002336717
                FOOD
                    EMPORIUM
                2008
                    BROADWAY
                NEW
                    YORK CITY
                NY
                1002336703
                FOOD
                    EMPORIUM
                1175
                    3RD AVE & 68TH STREET
                NEW
                    YORK CITY
                NY
                1002436708
                FOOD
                    EMPORIUM
                2415
                    BROADWAY
                NEW
                    YORK
                NY
                1002436706
                FOOD
                    EMPORIUM
                1450
                    THIRD AVENUE
                MANHATTEN
                NY
                1002836729
                FOOD
                    EMPORIUM
                1660
                    2MD AVE AND 86TH
                N.Y.
                N.Y.
                1002836727
                FOOD
                    EMPORIUM
                452
                    WEST 43RD STREET
                NEW
                    YORK CITY
                NY
                1003636719
                FOOD
                    EMPORIUM
                1211
                    MADISON AVENUE
                NEW
                    YORK
                NY
                1012836762
                FOOD
                    EMPORIUM
                5661
                    RIVERDALE AVENUE
                BRONX
                NY
                1047136770
                FOOD
                    EMPORIUM
                450
                    MAIN STREET
                ARMONK
                NY
                1050436773
                FOOD
                    EMPORIUM
                HUNTING
                    RIDGE MALL
                BEDFORD
                NY
                1050636763
                FOOD
                    EMPORIUM
                1886
                    PLEASANT VALLEY ROAD
                BRIARCLIFF
                    MANOR
                NY
                1051036749
                FOOD
                    EMPORIUM
                335
                    HALSTEAD AVENUE
                HARRISON
                NY
                1052836728
                FOOD
                    EMPORIUM
                261
                    SOUTH RIDGE STREET
                PORT
                    CHESTER
                NY
                1057336734
                FOOD
                    EMPORIUM
                345
                    DOWNING DRIVE
                YORKTOWN
                    HEIGHTS
                NY
                1059836769
                FOOD
                    EMPORIUM
                87
                    MAIN STREET
                HASTINGS
                NY
                1070636768
                FOOD
                    EMPORIUM
                12-14
                    CEDAR STREET
                BRONXVILLE
                NY
                1070836766
                FOOD
                    EMPORIUM
                777
                    WHITE PLAINS ROAD
                EAST
                    CHESTER
                NY
                1070936774
                FOOD
                    EMPORIUM
                23
                    QUAKER RIDGE ROAD
                NEW
                    ROCHELLE
                NY
                1080436779
                FOOD
                    EMPORIUM
                510
                    MIDDLENECK ROAD
                GREAT
                    NECK
                NY
                1102355789
                FOOD
                    EMPORIUM
                2105
                    WEST SOUTH BOULEVARD
                TROY
                MI
                48098
 55709
              FOOD
                  EMPORIUM
              20422
                  MACK AVENUE
              GROSSE
                  POINTE WOODS
              MI
              4823655301
              FOOD
                  EMPORIUM
              3600
                  WEST MAPLE
              BLOOMFIELD
                  HILLS
              MI
              4830155360
              FOOD
                  EMPORIUM
              1495
                  NORTH ROCHESTER ROAD
              ROCHESTER
                  HILLS
              MI
              4830755637
              FOOD
                  EMPORIUM
              100
                  NORTH ADAMS ROAD
              ROCHESTER
              MI
              4830913339
              FOOD
                  MART
              207
                  WEBSTER SQUARE ROAD
              BERLIN
              CT
              0603713351
              FOOD
                  MART
              175
                  LOWREY PLACE
              NEWINGTON
              CT
              0611113108
              FOOD
                  MART
              179
                  STONINGTON ROAD
              MYSTIC
              CT
              0635513128
              FOOD
                  MART
              ROUTE
                  51, 90 HALLS ROAD
              OLD
                  LYME
              CT
              0637113355
              FOOD
                  MART
              1060
                  WEST MAIN STREET
              BRANFORD
              CT
              0640513366
              FOOD
                  MART
              820
                  WASHINGTON AVE
              MIDDLETOWN
              CT
              0645713385
              FOOD
                  MART
              745
                  FOXON ROAD
              EAST
                  HAVEN
              CT
              0651213405
              FOOD
                  MART
              1700
                  PARK AVENUE
              BRIDGEPORT
              CT
              0660413350
              FOOD
                  MART
              699
                  NEW HAVEN ROAD
              NAUGATUCK
              CT
              0677013409
              FOOD
                  MART
              35
                  MAIN STREET
              DANBURY
              CT
              0681013074
              FOOD
                  MART
              1
                  PADANARAM ROAD
              DANBURY
              CT
              0681213892
              FOOD
                  MART
              30
                  BRIDGE STREET
              MARGARETVILLE
              NY
              1245547107
              SAV
                  A CENTER
              1345
                  PASS ROAD
              GULFPORT
              MS
              3950747112
              SAV
                  A CENTER
              200
                  EAST BEACH BOUEVARD
              LONG
                  BEACH
              MS
              3956047128
              SAV
                  A CENTER
              3164
                  BIENVILLE BOULEVARD
              OCEAN
                  SPRINGS
              MS
              3956447110
              SAV
                  A CENTER
              410
                  HIGHWAY 90
              WAVELAND
              MS
              3957547056
              SAV
                  A CENTER
              717
                  CLEARVIEW PARKWAY
              METAIRIE
              LA
              7000247060
              SAV
                  A CENTER
              2900
                  VETERANS BOULEVARD
              METIRE
              LA
              7000247076
              SAV
                  A CENTER
              2701
                  AIRLINE HWY
              METAIRIE
              LA
              7000247211
              SAV
                  A CENTER
              3711
                  POWER BLVD
              METARIE
              LA
              7000347058
              SAV
                  A CENTER
              8315
                  W.JUDGE PEREZ DRIVE
              CHALMETTE
              LA
              7004347084
              SAV
                  A CENTER
              2851
                  BELLE CHASSE HIGHWAY
              GRETNA
              LA
              7005647085
              SAV
                  A CENTER
              1117
                  BEHRMAN HIGHWAY
              GRETNA
              LA
              7005647055
              SAV
                  A CENTER
              4328
                  EAST JUDGE PEREZ DRIVE
              MERAUX
              LA
              7007547062
              SAV
                  A CENTER
              4001
                  GENERAL DEGUALLE
              ALGIERS
              LA
              7011447231
              SAV
                  A CENTER
              4500
                  TCHOUPITOULAS
              NEW
                  ORLEANS
              LA
              7011547075
              SAV
                  A CENTER
              400
                  NORTH CARROLLTON AVE
              NEW
                  ORLEANS
              LA
              7011947216
              SAV
                  A CENTER
              6600
                  FRANKLIN AVENUE
              NEW
                  ORLEANS
              LA
              7012247215
              SAV
                  A CENTER
              6001
                  BULLARD AVENUE
              NEW
                  ORLEANS
              LA
              7012847082
              SAV
                  A CENTER
              50
                  PARK PLACE
              COVINGTON
              LA
              7043347083
              SAV
                  A CENTER
              110
                  GAUSE BLVD. WEST
              SLIDELL
              LA
              7046047042
              SAV
                  A CENTER
              3060
                  GAUSE BLVD
              SLIDELL
              LA
              7046147047
              SAV
                  A CENTER
              4350
                  HIGHWAY 22
              MANDEVILLE
              LA
              7047147081
              SAV
                  A CENTER
              3450
                  HIGHWAY 190
              MANDEVILLE
              LA
              7047147010
              SAV
                  A CENTER
              14485
                  GREENWELL SPRING ROAD
              GREENWELL
                  SPRINGS
              LA
              7073947004
              SAV
                  A CENTER
              4530
                  SO.SHERWOOD FOR. RD
              BATON
                  ROUGE
              LA
              7081625493
              SUPERFRESH
              75
                  S. WHITEHORSE PIKE
              HAMMONTON
              NJ
              0803725471
              SUPERFRESH
              609
                  EAST BAY AVENUE
              MANAHAWKIN
              NJ
              0805025460
              SUPERFRESH
              ROUTE
                  38 & EARYSTOWN ROAD
              MT.
                  HOLLY
              NJ
              0806022492
              SUPERFRESH
              709
                  SOUTH BROADWAY
              SALEM
              NJ
              0807025468
              SUPERFRESH
              650
                  WEST CUTHBERT BLVD
              WESTMONT
              NJ
              0810825476
              SUPERFRESH
              20
                  COURT HOUSE SO. & DENNIS  ROAD
              CAPE
                  MAY CT HSE
              NJ
              0821025477
              SUPERFRESH
              800
                  WEST AVE
              OCEAN
                  CITY
              NJ
              0822625490
              SUPERFRESH
              6825
                  TILTON ROAD
              EGG
                  HARBOR
              NJ
              0823425474
              SUPERFRESH
              26TH
                  STREET & DELAWARE AVE
              WILDWOOD
              NJ
              0826025404
              SUPERFRESH
              440
                  ROUTE 130
              EAST
                  WINDSOR
              NJ
              0852025494
              SUPERFRESH
              10
                  SCHALK CROSSING ROAD UNIT  31
              PLAINSBORO
              NJ
              0853625420
              SUPERFRESH
              2465
                  S.BROAD STREET
              HAMILTON
                  TOWNSHI
              NJ
              0861022926
              SUPERFRESH
              10
                  NEWBERRY COMMONS
              ETTERS
              PA
              1731925380
              SUPERFRESH
              3691
                  RT. 378
              BETHLEHEM
              PA
              1801525363
              SUPERFRESH
              300
                  SOUTH BEST AVE
              WALNUTPORT
              PA
              1808825375
              SUPERFRESH
              ROUTES
                  611 & 313
              DOYLESTOWN
              PA
              1890125252
              SUPERFRESH
              CROSSLAND
                  PL. & 2ND STREET
              RICHBORO
              PA
              1895425246
              SUPERFRESH
              2100-10
                  COUNTY LINE ROAD
              UPPER
                  MORELAND
              PA
              1900625243
              SUPERFRESH
              ROUTE
                  13 & 413
              BRISTOL
              PA
              1900725241
              SUPERFRESH
              1110
                  YOUNGSFORD ROAD
              GLADWYNE
              PA
              1903525258
              SUPERFRESH
              1601
                  BIG OAK ROAD
              YARDLEY
              PA
              1906722230
              SUPERFRESH
              1305
                  WEST CHESTER PIKE
              HAVERTOWN
              PA
              1908325239
              SUPERFRESH
              3070
                  WELSH ROAD
              WILLOW
                  GROVE
              PA
              1909025240
              SUPERFRESH
              250
                  EAST LANCASTER AVE
              WYNNEWOOD
              PA
              1909625730
              SUPERFRESH
              5TH
                  & PINE STREET
              PHILADELPHIA
              PA
              1910625725
              SUPERFRESH
              7700
                  CRITTEDON STREET
              PHILADELPHIA
              PA
              1911825747
              SUPERFRESH
              10TH
                  & SOUTH STREET
              PHILADELPHIA
              PA
              1914725726
              SUPERFRESH
              1851
                  SOUTH CHRISTOPHER  COLUMBUS BLVD.
              PHILADELPHIA
              PA
              1914825710
              SUPERFRESH
              2151
                  COTTMAN AVE.
              PHILADELPHIA
              PA
              19149
 
 
 
 25723
              SUPERFRESH
              85
                  FRANKLIN MILLS BLVD
              PHILADELPHIA
              PA
              1915422248
              SUPERFRESH
              450
                  WEST SWEDESFORD ROAD
              BERWYN
              PA
              1931222244
              SUPERFRESH
              863
                  E. BALTIMORE PIKE
              KENNETT
                  SQUARE
              PA
              1934822376
              SUPERFRESH
              351
                  WEST SCHUYKILL ROAD
              POTTSTOWN
              PA
              1946522565
              SUPERFRESH
              700
                  PLAZA DRIVE
              NEWARK
              DE
              1970222562
              SUPERFRESH
              2105
                  PHILADELPHIA PIKE
              CLAYMONT
              DE
              1970322585
              SUPERFRESH
              643
                  CONCHESTER HIGHWAY
              BOOTHWYN
              PA
              1971122588
              SUPERFRESH
              401
                  NEW LONDON ROAD
              NEWARK
              DE
              1971122586
              SUPERFRESH
              2044
                  NEW CASTLE AVENUE
              NEW
                  CASTLE
              DE
              1972022584
              SUPERFRESH
              MARSH
                  & SILVERSIDE ROAD
              WILMINGTON
              DE
              1980922590
              SUPERFRESH
              25
                  GREENTREE DRIVE
              DOVER
              DE
              1990122561
              SUPERFRESH
              ROUTE
                  14 & 113
              MILFORD
              DE
              1996322559
              SUPERFRESH
              4575
                  HWY. 1 & POSTAL ROAD
              REHOBETH
                  BEACH
              DE
              1997122979
              SUPERFRESH
              4330
                  48TH STREET
              WASHINGTON
              DC
              2001622863
              SUPERFRESH
              4825
                  GLENN DALE DRIVE
              BOWIE
              MD
              2082022985
              SUPERFRESH
              12028
                  CHERRY HILL RD
              WHITE
                  OAK
              MD
              2090422943
              SUPERFRESH
              3901
                  ASPEN HILL ROAD
              WHEATON
              MD
              2090622891
              SUPERFRESH
              1238
                  BAY DALE DRIVE
              ARNOLD
              MD
              2101222847
              SUPERFRESH
              599
                  WEST BAKTO NATIONAL PIKE
              BEL
                  AIR
              MD
              2101422855
              SUPERFRESH
              3301
                  NORTH RIDGE ROAD
              ELLICOTT
                  CITY
              MD
              2104322881
              SUPERFRESH
              7740
                  RICHIE HWY.
              GLEN
                  BURNIE
              MD
              2106122860
              SUPERFRESH
              7280
                  MONTGOMERY ROAD
              ELKRIDGE
              MD
              2107522876
              SUPERFRESH
              37
                  W. AYLESBURY AVE.
              TIMONUIM
              MD
              2109322877
              SUPERFRESH
              1155
                  ANNAPOLIS ROAD
              ODENTON
              MD
              2111322912
              SUPERFRESH
              400
                  ENGLAR ROAD
              WESTMINISTER
              MD
              2115722880
              SUPERFRESH
              822
                  DULANEY VALLEY ROAD
              TOWSON
              MD
              2120422807
              SUPERFRESH
              7005
                  SECURITY BLVD
              BALTIMORE
              MD
              2120722812
              SUPERFRESH
              1020
                  WEST 41ST STREET
              BALTO
              MD
              2121122813
              SUPERFRESH
              2495
                  FREDRICK AVENUE
              BALTIMORE
              MD
              2122322802
              SUPERFRESH
              5101
                  EAST DRIVE
              BALTIMORE
              MD
              2122722833
              SUPERFRESH
              2401
                  CLENLEIGH DRIVE
              BALTIMORE
              MD
              2123422897
              SUPERFRESH
              7709
                  HARFORD ROAD
              PARKVILLE
              MD
              2123422839
              SUPERFRESH
              8905
                  BELAIR ROAD
              PERRY
                  HALL
              MD
              2123622817
              SUPERFRESH
              1763
                  CHESACO AVE.
              ROSEDALE
              MD
              2123722829
              SUPERFRESH
              1238
                  PUTTY HILL
              TOWSON
              MD
              2128622870
              SUPERFRESH
              780
                  CAMBRIDGE PLAZA
              CAMBRIDGE
              MD
              2161322852
              SUPERFRESH
              17
                  WASHINGTON SQUARE
              CHESTERTOWN
              MD
              2162022950
              SUPERFRESH
              5830
                  BALLENGER CREEK PIKE
              FREDERICK
              MD
              2170122951
              SUPERFRESH
              40
                  SOUDER ROAD
              BRUNSWICK
              MD
              2171622825
              SUPERFRESH
              504
                  E. RIDGEVILLE BLVD
              MT
                  AIRY
              MD
              2177122872
              SUPERFRESH
              125
                  WEST COLLEGE AVE
              SALISBURY
              MD
              2180122874
              SUPERFRESH
              9507
                  COSTAL HWY.
              OCEAN
                  CITY
              MD
              2184222888
              SUPERFRESH
              12741
                  OCEAN GATEWAY
              OCEAN
                  CITY
              MD
              2184222892
              SUPERFRESH
              11531
                  COASTAL HIGHWAY
              OCEAN
                  CITY
              MD
              2184222377
              SUPERFRESH
              447
                  EAST UWCHLAN AVE
              CHESTER
                  SPRINGS
              PA
              4942547068
              SUPERFRESH
              1000
                  WEST ESPLANADE SUITE 300
              KENNER
              LA
              7006513362
              WALDBAUMS
              772
                  NORTH MAIN STREET
              WEST
                  HARTFORD
              CT
              0611727863
              WALDBAUMS
              375
                  TOMKINS AVENUE
              ROSEBANK
              NY
              1030427890
              WALDBAUMS
              454
                  NEW DORP LANE
              NEW
                  DORP
              NY
              1030627219
              WALDBAUMS
              3251
                  RICHMOND AVENUE
              STATEN
                  ISLAND
              NY
              1031227238
              WALDBAUMS
              4343
                  AMBOY ROAD
              STATEN
                  ISLAND
              NY
              1031227230
              WALDBAUMS
              1441
                  RICHMOND AVE
              STATEN
                  ISLANE
              NY
              1031427672
              WALDBAUMS
              778
                  MANOR ROAD
              STATEN
                  ISLAND
              NY
              1031427613
              WALDBAUMS
              259-01
                  UNION TURNPIKE
              GLEN
                  OAKS
              NY
              1100427617
              WALDBAUMS
              40
                  GREAT NECK ROAD
              GREAT
                  NECK
              NY
              1102127223
              WALDBAUMS
              2475
                  JERICHO TURNPIKE
              GARDEN
                  CITY PARK
              NY
              1104027248
              WALDBAUMS
              81-21
                  NEW UTRECHT AVENUE
              BROOKLYN
              NY
              1121927231
              WALDBAUMS
              2424
                  FLATBUSH AVENUE
              SOUTH
                  FLATBUSH
              NY
              1123427240
              WALDBAUMS
              2149
                  RALPH AVENUE
              BROOKLYN
              NY
              1123427235
              WALDBAUMS
              3100
                  OCEAN AVENUE
              BROOKLYN
              NY
              1123527643
              WALDBAUMS
              1871
                  ROCKAWAY PARKWAY
              BROOKLYN
              NY
              1123627275
              WALDBAUMS
              133-11
                  20TH AVENUE
              COLLEGE
                  POINT
              NY
              1135627270
              WALDBAUMS
              153-01
                  TENTH AVENUE
              WHITESTONE
              NY
              1135727657
              WALDBAUMS
              35-10
                  FRANCIS LEWIS BLVD
              BAYSIDE
              NY
              1135827632
              WALDBAUMS
              213-15
                  26TH AVENUE
              BAY
                  TERRACE
              NY
              1136027209
              WALDBAUMS
              46-40
                  FRANCIS LEWIS BOULEVARD
              BAYSIDE
              NY
              1136127247
              WALDBAUMS
              240-02
                  61ST AVENUE
              DOUGLASTON
              NY
              1136327641
              WALDBAUMS
              75-55
                  31ST AVENUE
              JACKSON
                  HEIGHTS
              NY
              1137227243
              WALDBAUMS
              196-35
                  HARACE HARDING BLVD
              FLUSHING
              NY
              1137527651
              WALDBAUMS
              156-01
                  CROSS BAY BLVD
              HOWARD
                  BEACH
              NY
              1141427668
              WALDBAUMS
              83-25
                  153RD AVENUE
              HOWARD
                  BEACH
              NY
              1141427669
              WALDBAUMS
              1050
                  WILLIS AVENUE
              ALBERTSON
              NY
              1150727633
              WALDBAUMS
              660
                  SUNRISE HIGHWAY
              BALDWIN
              NY
              1151027685
              WALDBAUMS
              905
                  ATLANTIC AVENUE
              BALDWIN
              NY
              1151027610
              WALDBAUMS
              2
                  WESTBURY AVENUE
              CARLE
                  PLACE
              NY
              1151427655
              WALDBAUMS
              1-1
                  PARK PLAZA
              GLEN
                  HEAD
              NY
              1154527639
              WALDBAUMS
              1530
                  FRONT STREET
              EAST
                  MEADOWS
              NY
              1155427245
              WALDBAUMS
              BAY
                  & ROCKWAY BOULEVARD
              LAWRENCE
              NY
              1155927658
              WALDBAUMS
              85
                  WEST PARK AVENUE
              LONG
                  BEACH
              NY
              1156127279
              WALDBAUMS
              1686
                  MERRICK ROAD
              MERRICK
              NY
              1156627647
              WALDBAUMS
              399
                  OCEAN AVENUE
              ROCKVILLE
                  CENTRE
              NY
              1157027213
              WALDBAUMS
              3600
                  LONG BEACH ROAD
              OCEANSIDE
              NY
              11572
 
 
 
 27210
              WALDBAUMS
              595
                  OLD COUNTRY ROAD
              WESTBURY
              NY
              1159027616
              WALDBAUMS
              112-15
                  BEECH CHANNEL DRIVE
              BELLE
                  HARBOR
              NY
              1169427661
              WALDBAUMS
              725
                  SUNRISE HIGHWAY
              BABYLON
              NY
              1170427253
              WALDBAUMS
              1934
                  MIDDLE COUNTRY ROAD
              CENTEREACH
              NY
              1172027203
              WALDBAUMS
              55
                  JERICHO TURNPIKE
              COMMACK
              NY
              1172527215
              WALDBAUMS
              40
                  VANDERBILT PARKWAY
              COMMACK
              NY
              1172527699
              WALDBAUMS
              1960
                  DEER PARK AVE
              DEER
                  PARK
              NY
              1172927673
              WALDBAUMS
              300
                  MONTAUK HIGHWAY
              EAST
                  ISLIP
              NY
              1173027277
              WALDBAUMS
              4054
                  NESCONSET HIGHWAY
              EAST
                  SETAUKET
              NY
              1173327638
              WALDBAUMS
              450
                  MAIN STREET
              FARMINGDALE
              NY
              1173527217
              WALDBAUMS
              777
                  PULASKI ROAD
              GREENLAWN
              NY
              1174027286
              WALDBAUMS
              328
                  UNION AVENUE
              HOLBROOK
              NY
              1174127236
              WALDBAUMS
              60
                  WALL STREET
              HUNTINGTON
              NY
              1174327681
              WALDBAUMS
              711
                  EAST JERICHO TURNPIKE
              HUNTINGTON
                  STA.
              NY
              1174627298
              WALDBAUMS
              890
                  WALT WHITMAN RD
              MELVILLE
              NY
              1174727289
              WALDBAUMS
              336
                  NORTH BROADWAY
              JERICHO
              NY
              1175327697
              WALDBAUMS
              ROUTE
                  25A & JOHNSLAND ST.
              SAN
                  REMO
              NY
              1175427283
              WALDBAUMS
              3377
                  HEMPSTEAD TURNPIKE
              LEVITTOWN
              NY
              1175627251
              WALDBAUMS
              50
                  HOFFMAN AVE
              LYDENHURST
              NY
              1175727256
              WALDBAUMS
              5508
                  SUNRISE HIGHWAY
              MASSAPEQUA
              NY
              1175827688
              WALDBAUMS
              702
                  HICKSVILLE ROAD
              MASSAPEQUA
              NY
              1175827261
              WALDBAUMS
              MILLER
                  PLACE ROAD
              MILLER
                  PLACE
              NY
              1176427288
              WALDBAUMS
              4560
                  SUNRISE HIGHWAY
              OAKDALE
              NY
              1176927241
              WALDBAUMS
              440
                  WEST SUNRISE HIGHWAY
              NORTH
                  PATCHOGUE
              NY
              1177227660
              WALDBAUMS
              665
                  MONTAUK HIGHWAY
              EAST
                  PATCHOGUE
              NY
              1177227611
              WALDBAUMS
              245
                  ROUTE 25A
              ROCKY
                  POINT
              NY
              1177827630
              WALDBAUMS
              601
                  PORTION ROAD
              LAKE
                  RONKONKOMA
              NY
              1177927662
              WALDBAUMS
              211
                  MIDDLE COUNTRY ROAD
              SELDEN
              NY
              1178427214
              WALDBAUMS
              1236
                  VETERANS HWY
              HAUPPAUGE
              NY
              1178827278
              WALDBAUMS
              124
                  EAST MAIN STREET
              SMITHTOWN
              NY
              1178827601
              WALDBAUMS
              2162
                  NESCONSET HWY
              STONY
                  BROOK
              NY
              1179027285
              WALDBAUMS
              910
                  SOUTH BROADWAY
              HICKSVILLE
              NY
              1180127212
              WALDBAUMS
              1510
                  OLD COUNTRY ROAD
              RIVERHEAD
              NY
              1190127229
              WALDBAUMS
              812
                  MONTAUK HIGHWAY
              CENTER
                  MORICHES
              NY
              1193427263
              WALDBAUMS
              ROUTE
                  25 & FACTORY AVENUE
              MATTITUCK
              NY
              1195227604
              WALDBAUMS
              999
                  MONTAUK HIGHWAY
              SHIRLEY
              NY
              11967


**Schedule
            3.1(f)**
 **Logistics
            Programs**
 
 
 
 **Current
                      Logistical Vendors**CAMPBELL-WL/ONE
                      SOUCLOROX
                      / OCHLOCKNEE GAJOHNSON
                      SCKIMBERLY
                      CLARK/HAZELTONKRAFT
                      - BATTLE CREEK MFGNESTLE
                      FDS/DISTRIBUTIONNESTLE/LIBBY
                      BVRGE 28000UNILEVER
                      HPC
 **Schedule
                3.2(d)(i)**
 **Base
                Cost of Fuel**
 
 **BASE
                              COST OF FUEL****Cost
                              of  Fuel components**Edison
                          
                          
                          Islip
                          
                          
                          Baltimore
                          
                          
                          Freshtown
                          
                          
                          DunmoreRaw
                              price of fuel
                          
                          $
                          1.3640
                          
                          
                          $
                          1.4350
                          
                          
                          $
                          1.2590
                          
                          
                          $
                          1.5040
                          
                          
                          $
                          1.3460Terminal
                              feeLow
                              Sulfer differentialDiesel
                              additivefreightfederal
                              excise tax
                          
                          $
                          0.244
                          
                          
                          $
                          0.244
                          
                          
                          $
                          0.244
                          
                          
                          $
                          0.24
                          
                          
                          $
                          0.24state
                              excise tax
                          
                          $
                          0.135
                          
                          
                          $
                          0.080
                          
                          
                          $
                          0.243
                          
                          
                          
                          
                          
                          
                          $
                          0.31state
                              transfer feesSales
                              tax
                          
                          $
                          0.040
                          
                          
                          $
                          0.135
                          
                          
                          
                          
                          
                          
                          $
                          0.21Addl
                              delivery fee -(ie:
                              no storage tank/wet hose)Other
                          
                          
                          
                          
                          
                          $
                          0.161
                          
                          
                          
                          
                          
                          
                          
                          0.192
                          
                          
                          
                          0.05Total
                              Base Cost of fuel:
                          
                          $
                          1.783
                          
                          
                          $
                          2.055
                          
                          
                          $
                          1.746
                          
                          
                          $
                          2.155
                          
                          
                          $
                          1.948Note:
                              ALL UPCHARGES STILL SUBJECT TO FINAL DUE DILIGENCE
                              AND CONTRACT
                              SIGNING
  
 **Schedule
          12**
 **Liaison
          Job Description**
 
 
 **POSITION
                    TITLE:**
                **A&P**
                    / **C&S LIAISON**
 
 **REPORTS
          TO:**
 
 **POSITION
          SUMMARY:**
 
 This
          individual will work with Category Management, Procurement, and C&S to
          minimize the effect of residual inventory.  Day to day he/she will
          monitor KPI’s and make the necessary adjustments including order cancellations
          and creating additional purchase orders. The incumbent will work collaboratively
          with Central Purchasing, Category Management, Transportation and C&S to make
          the appropriate decisions.
 
 **KEY
          ACCOUNTABILITIES:**
 
 ·
                Work
                    with A&P to coordinate developing promotional forecast and reporting
                    back to both A&P and C&S the accuracy of those
                    forecast
 ·
                Meet
                    with appropriate A&P liaisons to resolve service level issues
                    including authorizing proper
                    substitutions.
 ·
                Meet
                    with the appropriate authority to make timely order
                    adjustments.
 ·
                Assist
                    in the disposal of the residual add
                    inventory.
 ·
                Responsible
                    for daily procurement tactical
                    activity.
 ·
                Researches,
                    resolves and responds to questions/issues in a timely manner
                    and in
                    accordance with standards and
                    protocol
 ·
                Regularly
                    follows up on problems/issues to ensure that they are being resolved
                    to
                    our customer’s satisfaction and within an acceptable
                    timeframe.
 ·
                Establishes
                    a weekly/period report of accomplishments for submission to
                    Supervisor.
 
 **PERFORMANCE
          METRICS:**
 
 **Customer:**            Achievement
          of the KPI’s set fourth in the A&P and C&S agreement.
 
 **Financial:** Bonus
          reward based on 50% tactical and 50% on how well A&P and C&S achieves
          its agreed upon goals.
 Decrease
                    in residual inventory/number of
                    days.
 
 **Employee:**              Measures
          of effective working relationships.
 Measures
          of system and process
          knowledge and proficiency.
 
 **Operations:**          The
          ability to achieve the objectives that are set by A&P and
          C&S.
 
 **SPECIAL
          SKILLS, TRAINING, OR EXPERIENCE:**
 
 ·
                Experience
                    in retail, logistics, warehousing, and
                    transportation
 ·
                Knowledge
                    and understanding of Company systems, policies, and
                    procedure
 
 
 
 
 
 **POSITION
          SPECIFIC COMPETENCIES:**
 
 1.
                Communication
                    Skills– Strong oral, written, presentation, and listening
                    skills.  Demonstrated ability to present information in a clear,
                    concise, and compelling manner that commands attention and
                    respect.   Exhibits empathy and self-awareness, and has the
                    ability to convincingly persuade and influence
                    others.****Must be comfortable dealing at all levels of
                    the organization.
 2.
                Customer
                    Service– Creates and operates within high standards for quality
                    customer service; regularly speaks with customers, associates
                    and
                    suppliers; promptly acts on feedback; provides staffing levels
                    to achieve
                    customer satisfaction levels.
 3.
                Business
                    Case Assessment– Demonstrated ability to analyze the impact of
                    changing business processes, systems, techniques or other methodology
                    and
                    present a strategic assessment of the change to the overall
                    operation.
 4.
                Decision-Making:
                    Demonstrated ability to make decisions, render judgments, or
                    take
                    action.
 5.
                Analytical
                    Skills - Demonstrated ability to gather, relate and compare data
                    from
                    different sources; ensure data is reliable, complete and accurate;
                    identify issues; secure relevant information and identify
                    relationships.
 6.
                Multi-Tasking
                    - Demonstrated ability to effectively handle a variety of tasks
                    simultaneously while maintaining efficiency in task
                    accomplishment.
 7.
                Planning
                    and Organizing - Demonstrated ability to develop strategies and
                    schedules for meeting goals.  Anticipates obstacles to goal
                    attainment and devises alternate strategies to achieve
                    objectives.  Applies effective planning and time management
                    tools.  Demonstrated ability to think ahead, monitor own and
                    others progress, and make adjustments as needed to fulfill commitments
                    within reasonable timeframes and to meet
                    deadlines.
 
 **CORE
          COMPANY VALUES:**
 
 1.
                Respect
                    and Integrity: Treat each of our customers, associates, vendors and
                    investors with integrity and respect deserving of a member of
                    the A&P
                    family.
 2.
                Customer
                    Focus: Strive towards understanding and anticipating what our
                    customers want, and more importantly, delivering what they truly
                    value.
 3.
                Teamwork:
                    Encourage commitment to hard working teams that understand the
                    power of a
                    team is greater than the sum of its
                    individuals.
 4.
                Excellence
                    and Accountability: Take personal ownership for ensuring that we
                    strive for excellence in all aspects of our daily
                    responsibilities.
 5.
                Learning:
                    Develop a spirit of inquiry and encourage ongoing growth and
                    development.
 6.
                Community
                    and Social Responsibility: Play an active role in enhancing the
                    quality of life both personally and in our
                    community.