Sysco Corporation

                               Master Distribution

                                    Agreement

                                       For

                          Creative Host Services, Inc.

<PAGE>
TABLE  OF  CONTENTS
-------------------

1.     Appointment  of  Distributor

2.     Customer  Service  Provided  by  SYSCO
     2.1     Account  Executive
     2.2     Item  List

3.     Delivery  Service  Provided  by  SYSCO

4.     Information  Services  Provided  by  SYSCO
     4.1     Usage  Reports
     4.2     Direct  Order  Entry
     4.3     Supporting  Software
     4.4     Third  Party  Providers

5.     Pricing
     5.1     Definition  of  Cost
     5.2     Merchandising  Services
     5.3     Sell  Price
     5.4     Customer  Contract  Pricing
     5.5     Substitutions
     5.6     Section  Deleted
     5.7     Adjustment  in  Margins  for  Unanticipated  Problems

6.     Supplier  Agreements  -  Administration  and  Handling
     6.1     Supplier  Agreements
     6.2     Equivalent  SYSCO  Branded  Product
     6.3     Effectiveness  of  Additional  Supplier  Agreements
     6.4     Administrative  Maintenance  of  Supplier  Agreements
     6.5     Specifically  Inventoried  Proprietary  Product  -  Effectivens  of
Pricing
          Changes

7.     Price  Verification

8.     Proprietary  and  Special  Order  Products
     8.1     Definition  of  Special  Order  Products
     8.2     Definition  of  Proprietary  Products
     8.3     Stocking  of  Proprietary  Products
     8.4     Proprietary  Product  and  Special  Order  Products  Requirements
     8.5     Customer  Responsibility for Proprietary Products and Special Order
          Products

<PAGE>
9.     Credit
     9.1     Net  Terms
     9.2     Set  Off
     9.3     Service  Charge;  Collection  Fees
     9.4     Applications
     9.5     Financial  Information
9.6     Delivery  Stoppage

10.     Term

11.          Termination

12.          Arbitration  and  Waiver  of  Jury  Trial  Right
     12.1     Arbitration
     12.2     Waiver  of  Jury  Trial  Right

13.          Perishable  Agricultural  Commodities

14.     Miscellaneous
     14.1     Assignment
     14.2     Entire  Agreement
     14.3     Amendements
     14.4     Notices
     14.5     Donations

<PAGE>


                          MASTER DISTRIBUTION AGREEMENT

     Master  Distribution  Agreement  (this "Agreement"), dated January 3, 2000,
between  SYSCO  CORPORATION  for  itself and on behalf of those of its operating
subsidiaries  and/or  divisions listed in Schedule 1 (collectively, "SYSCO") and
Creative  Host  Services,  Inc. and each entity that owns or operates any of the
establishments  listed  as  Customer  Locations  on  Schedule  1  (collectively,
"Customer'').

                                   BACKGROUND
                                   ----------

A.     SYSCO  performs  regional  and  national  marketing,  freight management,
consolidated  warehousing,  quality  assurance  and  performance-based  product
marketing  for  suppliers  of products to the foodservice distribution industry;

B.     SYSCO  performs  purchasing,  marketing,  warehousing, quality assurance,
product  research  and development, transportation and distribution services for
foodservice  customers  directly  and  through  its  operating  subsidiaries and
divisions  (collectively,  "Operating  Companies"  and  individually, "Operating
Company");  and

C.     Customer  owns,  operates,  is  a  franchiser  of, and/or acts as a group
purchasing  organization  for  the  establishments  listed  in  Schedule  1 (the
"Customer  Locations")-

D.  Customer  desires  to  contract  with  SYSCO  as its primary distributor for
foodservice  products  (i.e.,  supplying 80% or more of such products) to all of
its  participating  Customer  Locations  and  SYSCO  desires  to  perform  these
services.

In consideration of the mutual obligations set forth below, the parties agree as
follows:

1.     APPOINTMENT  OF  DISTRIBUTOR
       ----------------------------

Customer  appoints  SYSCO  to  serve  as its primary distributor to the Customer
Locations  of  foodservice  products  within the product categories described in
Schedule  2 ("Products"). By appointing SYSCO its "primary distributor" Customer
agrees that each participating Customer Location will purchase not less than 80%
of  the  dollar  volume  of  such  Customer  Location's purchase requirements of
Products  in  each  Product  category.

Products  will include SYSCO brand, national brand and other products stocked by
SYSCO. SYSCO  brand products include all products under trademarks or tradenames
owned  by  SYSCO  as  well as products under trademarks available exclusively to
SYSCO  in  foodservice  distribution  channels.


                                       -1-
<PAGE>
2.     CUSTOMER  SERVICE  PROVIDED  BY  SYSCO
       --------------------------------------

     2.1     Account  Executive- SYSCO will assign an account executive and/or a
             ------------------
customer  service  representative  to  service  Customer's  account. The account
executive  and/or  customer  service  representative  will maintain contact with
Customer  Locations, on a mutually agreed basis, to review service requirements.

     2.2     Item  List  -  SYSCO,  with  assistance from Customer, will prepare
             ----------
order  guides  to  be  used  by  the  Customer when placing orders which will be
provided  on  a monthly basis for items priced monthly and on a weekly basis for
items  priced  weekly.  SYSCO  will  provide order guides in hard copy format or
electronically  if  the  Customer utilizes a SYSCO direct order entry system, at
Customer's  option.

3.     DELIVERY  SERVICE  PROVIDED  BY  SYSCO
       --------------------------------------

Each  Operating  Company  will  establish  a delivery schedule for each Customer
Location  within  its  market  area taking into consideration Customer needs and
preferences  and  will  use  reasonable,  good  faith  efforts  to  make on-time
deliveries.

4.     INFORMATION  SERVICES  PROVIDED  BY  SYSCO
       ------------------------------------------

     4.1     Usage  Reports- SYSCO can provide Customer usage data selected from
             --------------
SYSCO's  standard  report  or flat file options. Standard data is made available
either  on  hard copy or electronically. The electronic options include EDI ANSI
X.12,  bulletin  board,  tape or diskette. Should it become necessary to develop
customized  reports  in  lieu  of  or in addition to the standard SYSCO reports,
SYSCO  will  use  reasonable efforts to provide such reports. Customer agrees to
pay  for  any  additional  costs  incurred  by  SYSCO for the development of any
customized  reports.

     4.2     Direct  Order  Entry-  If  Customer desires electronic order entry,
             --------------------
SYSCO will provide either Customer Companion software or an Internet order entry
application  utilizing  a  browser.  Either  option  will  enable  the  Customer
Locations  to  directly place orders electronically with the servicing Operating
Company.  Any  participating Customer Locations must provide, at their own cost,
compatible  hardware,  Internet  and network connections in order to utilize the
above  software  or  browser  application.

     4.3     Supporting  Software-  SYSCO  has  available  supporting  software
             --------------------
modules  that  interface  with  the  eSYSCO  Order Entry System. This supporting
software  offers  menu  planning  and  inventory  management  system  and can be
purchased  through  SYSCO  for  a  nominal  fee.

                                      -2--

<PAGE>
     4.4     Third  Party  Providers- Upon the Customer's written request, SYSCO
             -----------------------
will  provide to an agent representing a Customer for the purpose of information
analysis,  order  placement  or  processing,  or  supplier rebate application (a
"Third  Party  Provider") purchasing information that is normally made available
to  the  Customer,  subject to the below listed conditions: The information will
only  be  made  available  in,  one  of  SYSCO's  standard electronic formats or
utilizing  EDI  ANSI  X.12  standards.  All  information  sent  by  SYSCO  to an
authorized  Third  Party  Provider is for the sole use of the Customer. Selling,
utilizing,  or disclosing such information to, anyone other than the Customer is
prohibited.  Prior  to  providing  any  such information to any such Third Party
Provider,  SYSCO  requires  a Confidentially Agreement be in place with both the
Customer  and  the Third Party Provider prior to transmission of data to a third
party.  In  the  event  SYSCO incurs additional costs as a result of Third Party
Provider  requirements, such costs will be charged to either the Customer or the
Third  Party  Provider.

5.     PRICING
       -------

     5.1     Definition  of  Cost-  The  price to Customer for all Products sold
             --------------------
under this Agreement (the "Sell Price") will be calculated on the basis of Cost.
Except  for  contract pricing noted in 5.4, "Cost" is defined as the cost of the
Product  as  shown  on  the  invoice  to  the delivering Operating Company, plus
applicable  freight.  The  invoice  used  to  determine Cost will be the invoice
issued  to  the  delivering  Operating  Company  by  the  supplier  or  by  the
Merchandising  Services  Department of SYSCO Corporation. Cost is not reduced by
cash discounts for prompt payment available to SYSCO or the Operating Companies.

     Applicable freight, in those cases where the invoice cost to the delivering
Operating  Company is not a delivered cost, means a reasonable freight charge to
transport  a  Product  from  the  Supplier  (as  defined below) to the Operating
Company.  Freight charges may include common or contract carrier charges imposed
by  the  Product  Supplier  or  a carrier, or charges billed by Alfmark, SYSCO's
freight  management  service. Applicable freight for any Product will not exceed
the  rate  charged  by nationally recognized carriers operating between the same
points,  for the same quantity of product, and the same type of freight service.

     5.2     Merchandising  Services-  SYSCO  performs  value-added services for
             -----------------------
suppliers  of  SYSCO  brand  and  other  products  (a "Supplier") over and above
procurement  activities  typically  provided. These value-added services include
regional  and  national marketing, freight management, consolidated warehousing,
distribution,  quality  assurance and performance-based product marketing. SYSCO
may  recover  the  costs of providing these services and may also be compensated
for these services and considers this compensation to be earned income.  Receipt
of  such  cost  recovery  or  earned  income  does  not reduce Cost and does not
diminish  SYSCO's  commitment  to  provide  competitive prices to its customers.

                                      -3--

<PAGE>
5.3     Sell  Price
        -----------

     (a)     Calculation  of  Sell  Price-  The  Sell Price of each Product sold
             ----------------------------
under  this  Agreement will equal the Cost of such Product divided by 100% minus
the percentage margin on sell specified in Schedule 2 for such Product category,
less  promotional  allowances  reflected on invoices to the delivering Operating
Company  which  will  be passed along as a temporary reduction in the Sell Price
for  the  term  of  the  promotion.

     For  Example, a Product with a Cost of $25.00 per case, a margin on sell of
10% and a promotional allowance on the face of the invoice of $.50 per case will
have  a  Sell  Price  calculated  as  follows:

Calculate  base  price  from  margins         $25.00     =    S25.00  =   $27.78
                                          ----------        --------
                                         (100  10-10%)          90%

Less  promotional  allowance
shown  the  invoice                                                        (.50)
                                                                           -----
     Sell  Price                                                          $27.28
                                                                          ------

     (b)     Duration  of  Sell  Price - Costs for all Products are recalculated
with  the  following  frequencies:

     1)     Time  of  sale  pricing  -  price  sensitive  products with volatile
fluctuations  in,  pricing  (i.e.  produce  and  fresh  seafood);

     2)     Weekly  pricing  -  commodity  products  which  reflect declines and
advances  in  Cost on a regular basis, as determined by SYSCO (i.e, most protein
products)-will  be  in  effect  for  seven  consecutive  days;

3)     Monthly  pricing  - fairly stable pricing for extended periods (i.e. most
canned  products)  -  will  be  in effect on the first calendar day of the month
through  the  last  calendar  day  of  the  month.

Variances  can occur to the Customer's invoiced price due to starting and ending
dates  of  Supplier Agreements, as detailed its Section 6 hereof (and the timing
of  when  "Cost"  is  determined).

SYSCO  reserves  the  right  to adjust monthly or weekly pricing in the event of
major  (more  than  10%)  changes  in  Cost  of  any  Product.

                                      -4--

<PAGE>
     (c)     Time of Sell Price Calculation -The following schedule wall be used
             --------------------------------
to  determine  when  the  sell  price  is  calculated;

     1)     Time  of  Sale  Pricing  -  day  of  invoicing;

     2)     Weekly  pricing  -  Thursday  p.m.  of  the  prior  week;

     3)     Monthly  Pricing  -  25th  of  previous  month.

     (d)     Effective  Date  of  Sell  Price  -  Weekly  pricing  will be for 7
             --------------------------------
consecutive days to be determined by the Operating Company. Monthly pricing will
be  in  effect  on the 1st day of the calendar month through the last day of the
calendar  month.

     5.4      Customer  Contract  Pricing-- In the event the Customer negotiates
              ---------------------------
contract pricing directly with a Supplier, such contract cost with such Supplier
will be used to calculate the Customer's Sell Price, regardless of SYSCO's Cost.

     5.5     Substitutions  - Should a substitution be necessary, the delivering
             -------------
Operating  Company  will  ship  a  comparable product at a Sell Price calculated
using  the  same  methodology  and  margin percentage as on the original Product
ordered.

     5.7     Adjustment  in  Margins  for Unanticipated ProblemsIf the operating
             ---------------------------------------------------
costs  of  SYSCO  or  any particular Operating Company are increased as a direct
result of a significant regional or national economic problem, including but not
limited  to  fuel  cost  increases  and power shortages, SYSCO may, with written
notice  to the Customer, add a surcharge to the Customer's invoice to compensate
for  such  increased  costs.

6.     SUPPLIER  AGREEMENTS  -  ADMINISTRATION  AND  HANDLING
       ------------------------------------------------------

     6.1     Customer  will provide SYSCO with written evidence of the existence
of  any  contractual  agreements  it  has  with any Supplier for the purchase of
Products  ("Supplier  Agreements"),  utilizing  the  SYSCO  Supplier Detail Form
(Schedule  3). Supplier Agreements include agreements for which the Supplier and
Customer  have  agreed  on  off-invoice  allowances  for  Customer  ("Supplier
Off-Invoice Allowances") or the guaranteed cost Supplier will charge distributor
for  Product  to be resold to Customer ("Supplier Guaranteed Distributor Cost").
SYSCO  will  use  the Supplier Guaranteed Distributor Cost (of which it has been
notified  appropriately)  as  the Cost of such Product when calculating its Sell
Price,  notwithstanding that the Cost of such Product to SYSCO otherwise varies.
SYSCO  will  provide  for  a  Supplier  Off-Invoice  Allowance  for a Product by
deducting  such  allowance  value  after  the  Sell  Price  of  such  Product is
calculated  in  accordance  with  Section  5.3.

                                       -5-



<PAGE>
     6.2     Equivalent  SYSCO  Branded  Product.  In  the  event Supplier is an
             -----------------------------------
authorized  supplier  of  SYSCO  branded  Product which is the equivalent of any
Products  covered  by  a  Supplier.  Agreement (the "Equivalent SYSCO Product"),
SYSCO  may  provide such Equivalent SYSCO Product to Customer under the terms of
such  Supplier  Agreement  provided that (i) Customer has approved SYSCO branded
Product  for  purchase,  (ii) Supplier agrees that such Supplier Agreement terms
can  be  applied  to  the  equivalent  SYSCO  branded  Product;  and  (iii) such
equivalent  SYSCO  branded  Product is stocked by an Operating Company servicing
any  Customer  Location.

     6.3     Effectiveness  of  Additional Supplier Agreements. For any Supplier
             -------------------------------------------------
Agreements  which  are  either (i) not listed on Schedule 3 or (ii) the terms of
which  change  from  what  is  listed on Schedule 3 ("New Supplier Agreements"),
SYSCO  must  be notified in writing by the tenth (10th) day of any month for the
pricing  or  allowances under such New Supplier Agreements to be effective as of
the  first  day  of the following month. (For example: Written notification of a
New  Supplier Agreement received on January 20th will not become effective until
March  1st.) Furthermore, in the event any documentation regarding the specifics
of  any  New  Supplier  Agreement  is  incomplete,  while  SYSCO will make every
reasonable  effort to secure such necessary documentation to implement the terms
and  provisions of such New Supplier Agreement, if such additional documentation
is  not received by the tenth of any month, the effectiveness of the pricing and
allowance terms thereof shall be delayed until the first day of the second month
following  receipt  of  such  documentation.

     6.4     Administrative-Maintenance  of Supplier Agreements. Customer agrees
             --------------------------------------------------
that  SYSCO  is  not  responsible  for inaccuracies, errors or omissions made by
Supplier  in connection with the billing of the pricing and allowances under the
Supplier  Agreements  and that Customer's sole and exclusive remedy for any such
inaccuracies, errors or omissions shall be directly with Supplier. (For example:
If  the terms and provisions of a New Supplier Agreement are received by January
20th  with  direction to be effective as of February 1st, the effective dates of
such  pricing  allowances  will  be  March  1st  and  Customer will look only to
Supplier  to  resolve  any issues with respect to such pricing and/or allowances
not  being  effective as of February 1st) If pricing error is found to be due to
the  cause of SYSCO failing to implement or maintain pricing, when Creative Host
has  followed  guidelines, then SYSCO shall issue credit within 10 business days
after  being  notified  of  error.

     6.5     Specifically  Inventoried  Proprietary  Product  - Effectiveness of
             -------------------------------------------------------------------
Pricing Changes. For Proprietary Products which are specifically inventoried for
   ------------
Customer pursuant to the terms of a Supplier Agreement, Customer agrees that any
changes  in the Supplier Guaranteed Distributor Cost will not be effective until
such  time  as  SYSCO  revalues  its  inventory  of  such Proprietary Product in
accordance  with its normal and customary inventory valuation procedures, unless
Supplier  allows  SYSCO  to  bill  back  Supplier for such pricing and allowance
modifications  on  its  existing  inventory  at  the  time


                                       -6-



<PAGE>
of  such  changes,  in which event the pricing to Customer shall change upon the
effective  date  of  the  New  Supplier  Agreement.

7.     PRICE  VERIFICATION
       -------------------

     Customer  will  be  allowed  two  (2)  annual  price  verification  at each
delivering Operating Company for purchases made under this Agreement.  The price
verification  will  consist  of  reviewing  computer reports documenting SYSCO's
calculation  of  the  Customer's  invoice  price  and  verification  of  the
participating SYSCO Operating Company's delivered Cost. If requested, applicable
Supplier invoices and accompanying freight invoices will also be made available.
Price verification adjustments, if applicable, will be made utilizing the net of
undercharges  and overcharges to the Customer. The price verification process is
subject  to  the  following:

     a.     Customer  must  request  a  price  verification  in writing at least
     twenty  (20)  business  days  prior  to  the  suggested  date  of the price
     verification.  This  request  must  identify  the  fifteen (15) items to be
     price  verified  and  the  period  covered;
     b.     The  date  and  time  of  price  verification  must be to the mutual
     agreement  of  both  parties;
     c.     The  price  verification  will  be  made at the delivering Operating
     Company's  location;
     d.     Support  for  the  price  verification  may  not be removed from the
     delivering  Operating  Company  location;
     e.     The  period  for which pricing is to be verified will not begin more
     than  three  (3)  months  prior  to the date of the price verification, and
     will  cover  only  one  pricing  period-.

     Due  to  the  extensive  time  and  complexity  associated  with  price
verification,  SYSCO  will  not  permit  computer  generated  price  matching or
electronic audits by or on behalf of Customers or any Third Party Provider to be
used  in  lieu  of  the  above  price  verification  procedure.

8.     PROPRIETARY  AND  SPECIAL  ORDER  PRODUCTS
       ------------------------------------------

     8.1     Definition  of  Special  Order Products- Special Order Products axe
             ---------------------------------------
defined  as  products not inventoried by the SYSCO Operating Company whereby the
Customer  requests  the  Operating  Company  to  purchase  said  products on the
Customer's  behalf.

     8.2     Definition  of  Proprietary  Products-  Proprietary  Products  are
             -------------------------------------
defined as products bearing the customers name or logo or products with a unique
formulation  which  are restricted for sale to one Customer, or national branded
products  that would otherwise not be inventoried except for the requirements of
the  Customer.  Products  that  are  produced

                                       -7-

<PAGE>
for SYSCO under the Sysco Brand will be considered Proprietary Products when the
Customer  designates  the  product  must  be  procured  from specific suppliers.

Due  to  the  highly  perishable  nature  of fresh produce, SYSCO will not honor
proprietary  status  on  any  fresh  produce  item.

     8.3     Stocking  of Proprietary Products- Customer agrees that SYSCO shall
             ---------------------------------
only  be  required to stock no more than 8 Proprietary Products. If SYSCO agrees
to  inventory  any Proprietary Product for the Customer, in excess of the stated
amount,  each additional Proprietary Product will carry a 5% increase in margin.

Schedule  4  lists  the permitted Proprietary Products under this Agreement, and
may  not  be  changed without a written agreement signed by both parties hereto.

8.4     Proprietary  Product  and  Special  Order  Products  Requirements  -
        -----------------------------------------------------------------
Proprietary  Products  and          Special Order Products for the Customer must
        --
meet  the  following  requirements:

     a)     Suppliers  of  Proprietary  Products and Special Order Products must
provide  SYSCO with SYSCO's required indemnity agreement and insurance coverage;

     b)     Proprietary  Products  and  Special Order Products must have a valid
UPC  number  assigned  and  a  scanable  UPC  bar  code  on  each sellable unit;

     c)     No  Operating Company will have an obligation to carry a Proprietary
Product  if  all  Customer  Location's  purchasing  from  such Operating Company
purchase  less  than  10  cases per week of that Product and the sales volume of
such  Proprietary  Product in such Operating Company results in less than twelve
turns  of  the  inventory  of  such  Product  in  any  twelve  month  period;

     d)     SYSCO  utilizes several third party warehouses throughout the nation
for  the  purpose  of  efficiently  redistributing  products  ("Redistribution
Warehouses").  Any  Products  placed  into the Redistribution Warehouses must be
inventoried  on  a  consigned  basis  by  either  the  Supplier or the Customer.

8.5     Customer  Responsibility  for  Proprietary  Products  and  Special Order
        ------------------------------------------------------------------------
Products
     ---

     a)     Hold Harmless - In the event any supplier of Proprietary Products or
            -------------
Special  Order  Products  does  not provide SYSCO's required indemnity, Customer
will  defend,  indemnify and hold harmless SYSCO and its employees, officers and
directors  from  all actions, claims and proceedings, and any judgments, damages
and  expenses  resulting  therefrom, brought by any person or entity for injury,
illness and/or death or for damage to property in either case arising out of the
delivery,  sale,  resale,  use  or


               -8-

<PAGE>
consumption  of any such Proprietary Product or Special Order Product, except to
the  extent  such  claims  are  caused by the negligence of SYSCO, its agents or
employees.

     b)     Minimal Movement Requirements- In the event SYSCO, at the request of
            -----------------------------
the  Customer,  inventories  Proprietary  Products  or  Special  Order  Products
(including  without limitation, Products featured by Customer for a limited time
period)  at  either  any Operating Companies or at any Redistribution Warehouse,
and  there  is  no Product movement within 30 days of delivery to such location,
Customer  agrees  to  cause such Products to be repurchased and if desired, take
possession  of  all  such  Product within 14 days following written notification
from  SYSCO.  Products  repurchased  will  be  at SYSCO's Cost plus a reasonable
transfer  and  warehouse handling charge not to exceed 50% of the Products Cost.

     C)     FOOD  SAFETY AND GROUND BEEF- FOOD SAFETY IS OF PARAMOUNT IMPORTANCE
            ----------------------------
TO SYSCO, CUSTOMER AND THE ULTIMATE CONSUMER. TO THAT END, SYSCO HAS DEVELOPED A
SET  OF STRINGENT STANDARDS FOR THE PRODUCTION AND PACKAGING OF GROUND BEEF (THE
"SYSCO  GROUND BEEF SAFETY STANDARDS"). IN ORDER TO ADEQUATELY PROTECT SYSCO AND
CUSTOMER  FROM  POTENTIAL  FOOD  SAFETY  ISSUES  RELATING  TO THE PRODUCTION AND
PACKAGING OF GROUND BEEF AND THE ULTIMATE CONSUMER, SYSCO SHALL NOT BE OBLIGATED
TO UTILIZE ANY SUPPLIER OF GROUND BEEF WHICH DOES NOT MEET THE SYSCO GROUND BEEF
SAFETY  STANDARDS,  A  COPY  OF  WHICH HAS BEEN PREVIOUSLY PROVIDED TO CUSTOMER,
WHETHER  OR NOT THE GROUND BEEF SUPPLIED BY SUCH SUPPLIER HAS BEEN DESIGNATED BY
CUSTOMER  AS  A  PROPRIETARY  PRODUCT  OR  SPECIAL  ORDER  PRODUCT.

     d)     Termination-  In  the  event  of  termination  or expiration of this
            -----------
Agreement,  Customer  will  purchase,  or  cause  a third party to purchase, all
remaining  Proprietary  Products and Special Order Products in SYSCO's inventory
at  SYSCO's Cost plus a reasonable transfer and warehouse handling charge not to
exceed  10%  of the Cost of such Proprietary Products or Special Order Products.
In  such  an  event,  Customer  will
purchase  or  cause  to  be  purchased  all  perishable Proprietary Products and
Special  Order  Products  within  seven  (7)  days  of  the  termination of this
Agreement and all frozen and dry Proprietary Products and Special Order Products
within  fifteen  (15)  days  of  the termination of this Agreement, and Customer
hereby  guarantees  payment  for  such  Product  purchased by a designated third
party.

9.     CREDIT

     9.1     Net  Terms  -  Payment  is  due within 21 days from the date of the
invoice.
     *  Refer  to  Feb.  5  2001  Letter  of  Debbie  Martin  /s/
SYSCO  reserves the right to modify payment terms for Customer or any company or
entity  which  purchases Products under this Agreement as a franchisee or member
of  a  group  purchasing  organization,  in  SYSCO's sole judgement, if any such
entity's  financial  condition materially deteriorates or SYSCO becomes aware of
circumstances  that  may


                                       -9-

<PAGE>
materially  and  adversely  impact  such  entity's ability to meet its financial
obligations  when  due.

     Franchisee  Customers  which are franchisees or members of group purchasing
organizations  will  normally  be  offered  the  standard  credit  terms offered
hereunder.  However,  at  the  sole  discretion of the servicing SYSCO Operating
Company  and  based on the credit worthiness of the individual Customer Location
(or  the entity which owns or operates such Customer Location), terms other than
that  stated  in  this  Agreement  may  be  applied.

     9.2     Set  Off  - SYSCO's rights of set off and recoupment are recognized
             --------
by  Customer  and  preserved  in  all  respects.

     9.3     Service Charge; Collection Fees- If invoices are not paid when due,
             -------------------------------
a  service  charge  will  be  assessed  to  Customer,  up  to the maximum amount
permitted  by law. Unpaid invoice balances and service charges due to SYSCO will
be  deducted  from any credits due to Customer. Customer shall pay all costs and
expenses  (including  reasonable  attorney's fees) SYSCO incurs in enforcing its
rights  under this Agreement including, without limitation, its right to payment
for  Product  sold  to  Customer.

     9.4     Applications-  Customer (and each Customer franchisee and member of
             ------------
Customer's  group  purchasing organization) will complete, execute and deliver a
new  account  form  to  SYSCO  before this Agreement becomes binding upon SYSCO.

     9.5     Financial  Information- The continuing creditworthiness of Customer
             ----------------------
is  of  central  importance  to  SYSCO.  In  order  to  enable  SYSCO to monitor
Customer's  financial  condition and if requested by SYSCO, Customer will supply
quarterly  and  annual  financial  statements  to  SYSCO consisting of an income
statement,  balance  sheet  and  statement  of cash flow. SYSCO may request such
further  financial  information  from Customer from time to time, sufficient, in
SYSCO's  judgment,  to  enable  SYSCO  to accurately assess Customer's financial
condition.

     9.6     Delivery  Stoppage- In the event Customer, or any company or entity
             ------------------
which  purchases  Products  under  this  Agreement as a Customer franchisee or a
member  of  Customer's group purchasing organization, fails to make payment when
due,  SYSCO  or any participating Operating Company to which such payment is due
may  immediately  cease  shipment  of  any  Products  to  Customer  or  other
participating  entity  until  the outstanding receivable balance is fully within
terms.

10.     TERM     *  Refer  to  Letter  Dated  Feb.  5, 2001 of Debbie Martin /s/
        ----

The  term  of  this  Agreement  will  begin on February 1, 2001, and will end on
January  31,  2005  at  5:00  p.m.  Houston  time.

                                      -10--

<PAGE>
11.     TERMINATION
        -----------

     This  Agreement  may  be  terminated  prior  to  its  ending  date  for the
following:

     (a)     By  either  party for failure of the other party to comply with any
material  provision  of  this  Agreement  within sixty (60) days of such party's
receipt  of  written  notice  describing  said  failure;

     (b)     By  SYSCO immediately upon written notice to Customer if Customer's
financial  position  deteriorates  materially,  determined  by SYSCO in its sole
judgment;  or  SYSCO  becomes  aware  of any circumstances that, in SYSCO's sole
judgement,  materially  impacts  Customer's  ability  to  meet  its  financial
obligation  when  due;

     (c)     By  SYSCO  with  respect  to Any Customer franchisee or a member of
Customer's  group  purchasing  organization,  immediately upon written notice to
such  entity  if  its  financial position deteriorates materially, determined by
SYSCO in its sole judgment; or SYSCO becomes aware of any circumstances that, in
SYSCO's  sole  judgment,  materially  impacts  such entity's ability to meet its
financial  obligations  when  due;

     (d)     By  SYSCO,  if  Customer  (or  any Customer franchisee or member of
Customer's  group  purchasing organization) fails to meet its stated operational
representations set out in Schedule 5. The margin schedule submitted is based on
the  Customer's  operational  representations  concerning  its  service needs as
stated  in  Schedule  2  including,  but not limited to its anticipated purchase
volumes,  drop  sizes,  Product  mix,  location of Customer Locations, number of
deliveries,  information  services/technology  requirements,  and  number  of
Proprietary Products and Special Order Products as well as Customer's compliance
with  the  payment  and  other obligations specified in this Agreement. If SYSCO
determines  at  any  time  or times after ninety (90) days from the date of this
Agreement  that  Customer  (or  any  Customer franchisee or member of Customer's
group purchasing organization) requires service which varies materially from the
levels  contemplated  in Customer's representations made to SYSCO in negotiating
this  Agreement,  SYSCO  reserves the right to request an increase on the margin
specified.  SYSCO  shall  give  written  notice  to  Customer  (or  any Customer
franchisee  or  member  of  Customer's  group  purchasing  organization)  of the
proposed  increase  in the margin. If the parties are unable to agree on such an
increase  within  30  days  after  the  date  of the notice of such increase and
Customer's  (or any Customer franchisee or member of Customer's group purchasing
organization) service requirements, and/or contract compliance continues to vary
from  that  contemplated or required by this Agreement, SYSCO may terminate this
Agreement  on  thirty  (30)  days  written  notice  to Customer (or any Customer
franchisee  or  member  of  Customer's  group  purchasing  organization).

                                      -11--

<PAGE>
Upon,  termination, Customer (or any Customer franchisee or member of Customer's
group  purchasing  organization)  agrees  to  fully  comply  with  all  of  its
obligations  under  this  Agreement,  including,  without  limitation to pay all
invoices  at  the  earlier  of 1) the time they are due or 2) two weeks from the
date  of  the  last  shipment  to  a  Customer  Location.

12.     ARBITRATION  AND  WAIVER  OF  JURY  TRIAL  RIGHT
        ------------------------------------------------

     12.1     Arbitration  - All actions, disputes, claims or controversy of any
              -----------
kind  now  existing  or hereafter arising between the parties to this Agreement,
including,  but not limited to any action, dispute, claim or controversy arising
out  of  this  Agreement or the delivery by SYSCO of any Products to Customer (a
"Dispute")  shall  be  resolved by binding arbitration in Houston, in accordance
with  the  Commercial  Arbitration Rules of the American Arbitration Association
and, to the maximum extent applicable, the Federal Arbitration Act. Arbitrations
shall  be  conducted  before  one  arbitrator mutually agreeable to Customer and
SYSCO.  If  the  parties  cannot  agree on an arbitrator within thirty (30) days
after  the request for an arbitration, then each party will select an arbitrator
and the two arbitrators will select upon a third. Judgment of any award rendered
by  an  arbitrator  may be entered in any court having jurisdiction. All fees of
the  arbitrator and other costs and expenses of the arbitration shall be paid by
SYSCO and Customer equally unless otherwise awarded by the arbitrator; provided,
however,  that  the  non-prevailing  party  in  an  arbitration  shall  pay  all
reasonable  attorneys'  fees  and  expenses  incurred by the prevailing party in
connection  with  the  Dispute  and  the  arbitration.

     12.2     Waiver  of  Jury  Trial  Right-  Customer affirmatively waives its
              ------------------------------
right to jury trial with respect to any disputes, claims or controversies of any
kind  whatsoever; Customer having submitted to arbitration any of such disputes,
claims  or  controversies  as  set  out  above.

13.     PERISHABLE  AGRICULTURAL  COMMODITIES
        -------------------------------------

This Agreement may cover sales of "perishable agricultural commodities" as those
terms  are  defined  by  federal law. Generally, all fresh and frozen fruits and
vegetables which have not been processed beyond cutting, combining, and/or steam
blanching are considered perishable agricultural commodities as are oil blanched
french fried potato products. All perishable agricultural commodities sold under
this  Agreement  are  sold  subject to the statutory trust authorized by Section
5(c)  of  the  Perishable Agricultural Commodities Act, 1930 (7 U.S.C. 499e(c)).
The seller of these commodities retains a trust claim over these commodities and
all  inventories  of food or other products derived from these commodities until
full  payment  is  received.

                                      -12--

<PAGE>
14.     MISCELLANEOUS
        -------------

          14.1     Assignment-  Neither  party may assign this Agreement without
                   ----------
the prior written consent of the other party provided that SYSCO may utilize its
Operating  Companies  to perform as indicated in this Agreement. Subject to this
limitation, this Agreement shall be binding upon and inure to the benefit of the
successors  and  assigns  of  each  of  the  parties.

          14.2     Entire Agreement- The parties expressly acknowledge that this
                   ----------------
Agreement  contains  the  entire  agreement  of  the parties with respect to the
relationship  specified  in this Agreement and supersedes any prior arrangements
or  understandings  between  the  parties  with  respect  to  such relationship.

          14.3     Amendments  - This Agreement may only be amended by a written
                   ----------
document  signed  by  each  of  the  parties.

          14.4     Notices - Any written notice called for in this Agreement may
                   -------
be  given  by  personal  delivery, certified mail, overnight delivery service or
confirmed  facsimile  transmission.  Notices  given by personal delivery will be
effective  on  delivery; by overnight service on the next business day; by first
class  mail  five  business  days after mailing; and by facsimile when an answer
back  confirming  receipt  by the recipient's facsimile machine is received. The
address  of  each  party  is  set  forth  below.

     14.5     Donations  -  Due to the extreme competitiveness of this contract,
              ---------
SYSCO  will  be  unable to offer donations in either free goods, cash, or use of
SYSCO  owned  equipment.

                                      -13--
<PAGE>
Executed  as  of  the  date  set  forth  at  the  beginning  of  this Agreement.


SYSCO  CORPORATION

Debbie  Martin

By: /s/ Debbie MaRTIN

20701  E.  Currier  Road     Date:     2/16/01
Walnut,  California  91789
Attention:     Regional  Vice  President,
               Multi-Unit  Sales
Telephone:     (909)  598-7883
Facsimile:     (909)  594-0565

Copy  to:
---------

SYSCO  Corporation
1390  Enclave  Parkway
Houston,  Texas  77077-2099
Attention:  Operations  Review
Telephone:  (281)  584-1390
Facsimile:  (281)  584-1744


CREATIVE  HOST  SERVICES, INC.

Mr.  Sayad  Ali

By: /S/ Sayed Ali

6335  Ferris  Square  #G
San  Diego,  California  92121   Date: 02/16/01
Attention:  President
Telephone:  (858)  587-7300
Facsimile:(858)  587-7309