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                              THE VALUE GROUP, LLC
                        235 MONTGOMERY STREET, SUITE 300
                        SAN FRANCISCO, CALIFORNIA 94104

October 17, 2000

Mr. Joe Obias
Glacier Distribution Company, Inc.
1050 17th Street, Suite B195
Denver, CO 80265

Dear Joe:

This letter sets forth the agreement and understanding between Glacier
Distribution Company, Inc. ("Glacier") and The Value Group, LLC ("TVG") relating
to TVG's engagement to assist Glacier in arranging acquisitions as part of
Glacier's consolidation strategy.

Pursuant to a letter agreement dated October 14, 1999 (a copy of which is
attached hereto), TVG has been acting as Glacier's exclusive adviser with
respect to prospective acquisitions. Glacier and TVG hereby agree to amend the
October 14, 1999 agreement as follows:

(i)   the target companies covered by this agreement shall include Rocky
      Mountain Fresh & Natural, Cal Fresh Produce, Southwest Traders, Inc.,
      Scenic Fruit Company, Palo Alto Egg, Heller Distribution Company, Damon
      Industries, Liberty Distribution or any substitute target companies which,
      in the aggregate, if acquired by Glacier, would have pro forma revenues of
      up to $220 million for the year ended December 31, 2000;

(ii)  this agreement shall continue in effect until the earlier of (x) June 30,
      2001, or (y) the completion by Glacier of financing in an amount of at
      least $35 million and the application of at least 90% of the proceeds
      thereof to pay the cash portion of the purchase prices of any acquisitions
      and the related transaction fees (the "Termination Date");

(iii) TVG agrees to waive, retrospectively from October 14, 1999, the payment by
      Glacier of a fee of $5,000 at the time of execution of any letter of
      intent;

(iv)  the term "aggregate purchase price" shall be construed to include the sum
      of all cash, notes, stock or other securities paid to any acquired
      company, or its shareholder(s), or affiliates, plus any assumed third
      party indebtedness, but excluding trade payables and accruals incurred in
      the normal course of business; and

(v)   Glacier agrees to pay to TVG at closing a fee equal to 2.50% of the
      aggregate purchase price for any company acquired by Glacier within one
      (1) year of the Termination Date, provided that TVG notifies Glacier in
      writing within fifteen (15) days of the Termination Date that TVG has
      assisted or advised Glacier or participated in discussions with such
      acquired company during the term of this engagement.

With the exception of subparagraphs (i) through (v) above, all the terms and
conditions of the October 14, 1999 letter agreement, including the
Indemnification provisions thereto,

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Glacier Acquisition Advisory Agreement - page 2


shall remain in effect.

If you are in agreement with the foregoing, please indicate your acceptance by
signing both copies of this letter and return one copy to us: Attn.: Tom
Modisette, P.O. Box 1378, Pebble Beach, CA 93953, with facsimile copy to John
Sheeby, (212) 832-6280.

Very truly yours,

The Value Group, LLC                           Confirmed and Agreed to:
                                               This 4th day of October, 2000

By: /s/ THOMAS R. MODISETTE                    By: /s/ JOE OBLAS
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Thomas R. Modisette                            Joe Oblas
Member Manager                                 President & CEO