JP FOODSERVICE, INC.

                     STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                 (As amended and restated on November 15, 1996)

     1. Purpose.  The purpose of the JP Foodservice,  Inc. Stock Option Plan for
Outside  Directors is to promote the long-term  growth of JP  Foodservice,  Inc.
(the  "Corporation")  by rewarding  directors of the Corporation for outstanding
long-term  performance and to attract,  motivate and retain highly qualified and
capable  outside  directors  (the  "Directors").  All stock options  ("Options")
granted  under  the  Plan  are  non-statutory  options  that do not  qualify  as
incentive stock options  intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986 or any successor provisions.  The Plan conforms to
the provisions of Rule 16b-3 ("Rule  16b-3") of the  Securities  Exchange Act of
1934 (the "'Exchange Act"), as presently in effect.

     2.  Eligibility and Grant of Options.  Subject to approval of the Plan by
the shareholders of the Corporation:

               (a) No  director  of the  Corporation  who is an  employee of the
           Corporation or who is a nominee or officer of Sara Lee Corporation or
           any affiliate of Sara Lee  Corporation  is eligible to participate in
           this Plan.  Each other  director  of the  Corporation  is eligible to
           participate in the Plan.

               (b) Each  eligible  Director  shall receive an Option to purchase
           5,000  shares of the voting  common  stock,  $0.01 par value,  of the
           Corporation  ("Common  Stock"),  on the  date  and at the time of the
           initial  closing of the  Corporation's  initial  public  offering  of
           Common  Stock  or,  if  later,  on the  date  and at the time of such
           person's initial appointment or election to the position of Director.

               (c) Each  eligible  Director  who has  received an initial  grant
           shall  receive an annual grant of an Option to purchase  1,000 shares
           of Common Stock on each anniversary of the initial grant of an Option
           to such Director.

The option  price for each Option shall be  determined  as of the date of grant,
pursuant to Section 4. The  Corporation  shall effect the grant of Options under
the Plan by the execution and delivery of written option agreements  between the
Corporation and the Directors  receiving the Options  ("Optionees").  No Option,
nor anything contained in this Plan, shall confer upon any Optionee any right to
continue  as a Director of the  Corporation  nor limit in any way the ability of
the Board of Directors or the  shareholders of the Corporation to terminate such
Optionee's service as a Director at any time.

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     3. Stock.  The  Corporation  has reserved an aggregate of 100,000 shares of
Common Stock for issuance  pursuant to the exercise of Options granted under the
Plan. The aggregate  number of shares of Common Stock reserved (i) is subject to
future  adjustments  as  provided  in Section 8 and (ii) shall be reduced by the
issuance  of shares upon the  exercise  of Options,  but shall not be reduced if
Options, for any reason, expire or terminate unexercised.  The Corporation shall
not be  required to issue or deliver  any  certificate  for shares of its Common
Stock  purchased  upon the  exercise  of any part of an  Option  before  (i) the
admission  of such  shares to listing on any stock  exchange on which the Common
Stock may then be listed or the  approval  of such shares for  quotation  on any
automated  quotation  system on which the Common Stock may then be quoted,  (ii)
receipt of any required  representations  by the Optionee or  completion  of any
required  registration or other  qualification of such shares under any state or
federal law or regulation  that the  Corporation's  counsel  shall  determine is
necessary or advisable, and (iii) receipt of advice by the Corporation's counsel
that all applicable legal requirements have been satisfied.

     4. Price.  Except as provided  below,  the purchase  price of each share of
Common  Stock  covered by an Option (the "Option  Price")  shall be equal to the
fair market value, as hereinafter  defined,  of one share of Common Stock on the
date the Option is granted (the "Option Grant  Date").  If the Option is granted
in connection with the  Corporation's  initial public offering,  the fair market
value shall be the initial offering price to the public.  If the Common Stock is
quoted on the National  Association of Securities  Dealers  Automated  Quotation
System ("NASDAQ"),  its fair market value shall be the closing price reported by
NASDAQ on the Option  Grant Date,  provided  that if there  should be no closing
price  reported on such date, the fair market value shall be deemed equal to the
closing price as reported by NASDAQ for the last  preceding  date on which sales
of Common Stock were  reported.  In the event the Common Stock is listed upon an
established  stock  exchange or  exchanges,  the fair market  value shall be the
closing price of the Common Stock on the exchange that trades the largest volume
of Common Stock on the Option Grant Date.  In no event shall the Option Price be
less than the par value of the Common Stock.

         Payment  of the  Option  Price  may be made  (i) in  cash,  (ii) by the
surrender of shares of Common Stock owned by the Director  exercising the Option
and having a fair market  value on the date of exercise  equal to the  aggregate
Option  Price,  or  (iii)  any  combination  thereof.  Shares  of  Common  Stock
surrendered  in payment of the Option  Price  shall be valued at the fair market
value thereof, as defined above, on the date of exercise.

     5.  Term and Limitations on Exercise.  Options may be exercised, in whole
or in part, but only with respect to whole shares of Common Stock, as set forth
below, by giving timely written notice to the Corporation.

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               (a) The term of any  Option  shall be ten years  from the  Option
         Grant Date. No Option may be exercised after the expiration of its term
         or after the date set forth in subsection  (c),  (d), or (e) below,  if
         earlier.

               (b) Options are  exercisable  only to the extent they are vested.
         One-fourth  of each Option  granted shall vest on the Option Grant Date
         and an  additional  one-fourth of such Option shall vest on each of the
         first,  second, and third anniversary of the Option Grant Date provided
         that the  Optionee  is a  Director  on such date.  No Options  shall be
         exercisable  unless  and  until  the  shareholders  of the  Corporation
         approve  the Plan.  No Option  may be  exercised  during  the first six
         months after the Option Grant Date, unless the Optionee dies or becomes
         disabled (as determined  under Title II of the Social  Security Act, 42
         U.S.C.  ss.ss.  301 et seq.)  before the  expiration  of the  six-month
         period.

               (c) If an  Optionee  ceases to be a Director  after the  Optionee
         attains  age  sixty-five  or on  account  of the  Optionee's  death  or
         disability, all outstanding Options granted to such Optionee shall vest
         and the Optionee (or the  Optionee's  legatees or  distributees  or the
         personal  representative of the Optionee's  estate, in the event of the
         Optionee's  death) may exercise the Optionee's  outstanding  Options at
         any time  until  the  first to occur of (x) the date  that is two years
         after the date on which the Optionee ceases to be a Director or (y) the
         date on which such outstanding Options expire according to their terms.

               (d) If an Optionee  ceases to be a Director  for any reason other
         than described in subsection  (c) above,  the Optionee may exercise the
         Optionee's  outstanding  Options  to the  extent  vested  at  any  time
         (subject to the limitations of subsection (b) above) until the first to
         occur of (x) the date that is three  months after the date on which the
         Optionee  ceases  to be a  Director  or (y)  the  date  on  which  such
         outstanding Options expire according to their terms.

               (e)  If an  Optionee  dies  after  the  Optionee  ceases  to be a
         Director,  but  within  the time  period  during  which the  Optionee's
         outstanding Options are still exercisable,  the Director's  outstanding
         Options may be exercised by the Optionee's  legatees or distributees or
         the personal  representative of the Optionee's estate. Such outstanding
         Options may be exercised  at any time  (subject to the  limitations  of
         subsection  (b) above) until the first to occur of (x) the date that is
         two years after the date on which the Optionee  ceases to be a Director
         or (y) the date on which such  outstanding  Options expire according to
         their terms.

               (f)  Notwithstanding  the foregoing,  in the event of a Change in
         Control (as  defined  below) of the  Corporation,  each Option that has
         been  outstanding  for at least six months  after the Option Grant Date
         shall vest and the Option shall be fully exercisable.

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               (g)  Definition of Change of Control.  A "Change of Control"
          shall occur when:

                          (i) a "person" or "group"  (which terms,  when used in
               this  Section 5, shall  have the  meaning  they have when used in
               Section  13(d)  of the  Exchange  Act)  (other  than any Sara Lee
               Entity (as  defined  below)  prior to the  closing of the initial
               public offering of Common Stock, the Corporation,  any trustee or
               other fiduciary holding securities under an employee benefit plan
               of  the  Corporation,  or any  corporation,  owned,  directly  or
               indirectly,   by  the   shareholders   of  the   Corporation   in
               substantially  the same  proportions as their ownership of Voting
               Stock (as defined below) of the Corporation) is or becomes (other
               than  solely  by reason of a  repurchase  of Voting  Stock by the
               Corporation),  the  "beneficial  owner" (as defined in Rule 13d-3
               under the Exchange Act),  directly or indirectly,  of 50% or more
               of the total outstanding Voting Stock of the Corporation; or

                          (ii)the  Corporation  consolidates with or merges with
               or into another corporation or partnership or conveys,  transfers
               or leases,  in any transaction or series of transactions,  all or
               substantially   all  of  its   assets  to  any   corporation   or
               partnership,  or any corporation or partnership consolidates with
               or merges with or into the Corporation,  in any event pursuant to
               a  transaction  in  which  the  outstanding  Voting  Stock of the
               Corporation  is  reclassified  or changed into or  exchanged  for
               cash,   securities  or  other  property,   other  than  any  such
               transaction  where  (A)  the  outstanding  Voting  Stock  of  the
               Corporation  is changed into or exchanged for voting stock of the
               surviving  corporation and (B) no "person" or "group" who did not
               beneficially  own  50% or more of the  total  outstanding  Voting
               Stock of the Corporation  immediately  prior to such  transaction
               beneficially owns, immediately after such transaction 50% or more
               of  the  total   outstanding   voting  stock  of  the   surviving
               corporation,  or the  Corporation  is  liquidated or dissolved or
               adopts a plan of liquidation or dissolution; or

                          (iii)during   any   consecutive    two-year    period,
               individuals  who at the beginning of such period  constituted the
               Board  (together  with any new  directors  whose  election by the
               Board or whose nomination for election by the stockholders of the
               Corporation  was  approved by a vote of 66-2/3% of the  directors
               then still in office who were either  directors at the  beginning
               of such period or whose  election or nomination  for election was
               previously  so  approved)  cease for any reason to  constitute  a
               majority of the Board then in office.

                          The  term  "Sara  Lee  Entity"   means  (i)  Sara  Lee
               Corporation,   a  Maryland   corporation   ("Sara   Lee"),   (ii)
               PYA/Monarch,  Inc.,  a Delaware  corporation,  (iii) the Sara Lee
               Foundation,  and (iv) any  domestic  or  foreign  corporation  or
               entity of which Sara Lee owns,  directly or indirectly,  at least
               50%

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               of the total combined  voting power of such  corporation or other
               entity.  The term "Voting  Stock" means all capital  stock of the
               Corporation  which  by  its  terms  is  entitled  under  ordinary
               circumstances to vote in the election of directors.

               (h)  Notwithstanding  anything  herein to the  contrary,  Options
         shall be granted  and  exercised  in such a manner as to conform to the
         provisions of Rule 16b-3, or any replacement  rule adopted  pursuant to
         the provisions of the Exchange Act, as the same now exists or may, from
         time to time, be amended.

               (i) The exercise of any Option and delivery of the Option  shares
         shall be contingent  upon the receipt by the  Corporation of the Option
         Price in cash or shares of Common Stock as provided in Section 4.

     6.  Non-transferability  of Options.  Options, by their terms, shall not be
transferable  by the  Optionee  during the  Optionee's  lifetime  and may not be
assigned,  exchanged,  pledged, transferred, or otherwise encumbered or disposed
of except pursuant to a qualified  domestic  relations  order, by will or by the
applicable laws of descent and distribution. Options shall be exercisable during
the Optionee's lifetime only by the Optionee or the Optionee's guardian or legal
representative.

     7. Tax Withholding.  To the extent required by applicable  federal,  state,
local,  or foreign law, an Optionee  shall make  arrangements  acceptable to the
Corporation for the  satisfaction of any withholding tax obligations  that arise
by reason of the exercise of an Option or any sale of the shares of Common Stock
acquired upon exercise of an Option.  The  Corporation  shall not be required to
issue shares until such  obligations  are satisfied.  The Corporation may permit
such obligations to be satisfied by having the Corporation withhold a portion of
the shares of Common Stock that  otherwise  would be issued to the Optionee upon
exercise of the Option.

     8. Effect of Stock  Dividends and Other  Changes.  Appropriate  adjustments
shall be made to the Option Price and the number of shares subject to Options if
there are any changes in the Common  Stock by reason of stock  dividends,  stock
splits, reverse stock splits, recapitalizations, mergers, or consolidations.

     9.  Administration of the Plan. The Board of Directors shall be responsible
for the proper  implementation of the Plan, but the Board of Directors shall not
exercise any  discretion  with  respect to the  administration  of the Plan.  As
required  by Rule  16b-3,  a person  who does  not  meet the  requirements  of a
"disinterested  person" under Rule 16b-3 may not be given discretion  concerning
the administration of the Plan.

     10.  Expiration and  Termination of the Plan.  Options may be granted under
the Plan at any time until the Plan is  terminated  by the Board of Directors or
until such  earlier date on which  termination  of the Plan shall be required by
applicable law. If not sooner terminated, the Plan shall terminate automatically
on  November  4,  2004,  which is ten years  from the date on which the Plan was
originally approved by the Board of Directors.

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Options granted under the Plan prior to its termination shall remain outstanding
following the Plan's  termination  and shall be exercisable  in accordance  with
their terms.

     11.  Amendments.  The  Board of  Directors  may from time to time make such
changes in and  additions to the Plan as it may deem proper;  provided  that, if
and to the extent required by Rule 16b-3, no change shall be made that increases
the total number of shares  reserved for  issuance  pursuant to Options  granted
under the Plan  (except  pursuant  to Section  8),  expands the class of persons
eligible to receive Options,  or materially  increases the benefits  accruing to
Optionees under the Plan,  unless such change is authorized by the shareholders.
In addition,  if and to the extent required by Rule 16b-3, the provisions of the
Plan may not be  amended  more  frequently  than once  every six  months  unless
otherwise  required by law and permitted by Rule 16b-3.  The  termination of the
Plan or any change or addition to the Plan shall not, without the consent of any
Optionee who is adversely affected thereby, alter any Options previously granted
to the Optionee pursuant to the Plan.

     12.   Governing Law.  The Plan and each Option granted under the Plan shall
be governed by, and construed in accordance with, the laws of the State of
Delaware.

     13. Effective Date. The Plan shall be effective on the date and at the time
of the initial  closing of the  Corporation's  initial public offering of Common
Stock,  subject to the approval of the Plan on or before such date by a majority
of the voting shares represented and entitled to vote. The amendment to the Plan
to increase  the number of shares  available  for  issuance  under the Plan from
40,000 to 100,000  shares  shall be  effective  on the date and at the time such
amendment  is  approved  by a majority  of the  voting  shares  represented  and
entitled to vote.





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