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                                                                    Exhibit 10.7


                       ADDENDUM TO EMPLOYMENT AGREEMENT

     THIS ADDENDUM TO EMPLOYMENT AGREEMENT ("Addendum") is made as of the 23rd
day of December, 1999, by and between U.S. FOODSERVICE, a Delaware corporation
(the "Company"), and DAVID M. ABRAMSON (the "Executive").

     WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of June 10, 1996 (the "Employment Agreement"); and

     WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has determined that the Executive shall be entitled to
receive certain post-retirement medical insurance benefits; and

     WHEREAS, the parties desire to enter into this Addendum to reflect the
Company's agreement to provide such benefits to the Executive.

     NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

          1.  Post-retirement Medical Insurance Benefits. Provided the Executive
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continues in his present position with the Company through the minimum
retirement age of 55, upon the termination of employment at any time thereafter
for any reason other than a termination for Cause (as defined in the U.S.
Foodservice Supplemental Executive Retirement Plan (the "SERP")), or upon his
termination prior to attaining such age upon (i) his death or Disability (as
defined in the SERP), or with Good Reason (as defined in the SERP), or (ii) upon
his termination for any reason after the Effective Date (as defined in Section
1(a) of the Agreement), the Executive will be entitled to post-retirement
medical insurance benefits for himself, his spouse and his dependents.  Such
benefits shall be as follows:

     The Executive, his spouse and his dependents shall receive medical
     coverage, without cost, under whatever the Company's health insurance plans
     are in effect from time to time, maintaining the same type and level of
     coverage as was in place prior to retirement.  Such coverage shall be
     provided to the Executive and the Executive's spouse until each of their
     respective deaths, and to the Executive's dependents until such time as
     such dependents attain the age of 21 (or such later date as such dependents
     cease to qualify as dependents under the terms of the applicable policy).

The provisions of this Section 1 shall survive the termination of the Agreement,
provided the Executive meets the qualification provisions set forth in the first
sentence of this section 1.


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     2.  Effect on Agreement.  Except as explicitly modified by the terms of
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this Addendum, the Agreement shall remain in full force and effect in accordance
with its terms.

     IN WITNESS WHEREOF, the parties have set their hands and seals as of the
date first set forth above.

                                      U.S. FOODSERVICE



                                      By:    /s/ James L. Miller
                                            ____________________________(SEAL)

                                      Name:  James L. Miller
                                            ____________________________

                                      Title: Chairman, President and CEO
                                            ____________________________

                                      EXECUTIVE



                                      /s/ David M. Abramson  (SEAL)
                                      ------------------------
                                      David M. Abramson



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