EXHIBIT 10.12

                               LETTER OF AGREEMENT

This Letter of Agreement outlines the understanding between S & K Sales Co.
(HEREIN AFTER REFERRED TO AS S & K) located at 2500 Hawkeye Court, Virginia
Beach, Virginia 23452, and Military Resale Group, Inc., (HEREIN AFTER REFERRED
TO AS DISTRIBUTOR) located at 2180 Executive Circle, Colorado Springs, Colorado
80906.

1.   Effective November 1, 2001, S & K appoints Distributor as the military
     warehousing and delivery agent to the military installations listed on
     Attachment "A" for products listed on S & K's non-perishable ROA with DeCA
     as listed on Attachment "B."

2.   a) Distributor will purchase products based on Distributor regular price
     provided y S & K. Distributor will maintain sufficient inventories to
     provide complete and on-time deliveries, via FDS-DTI and DOORS - type DeCA
     contracts as required by DeCA.

     b) Orders will be placed with S & K via EDI except for Bush Brothers.
     Orders should be multi-vendor.

     c) Orders for Bush Brothers products will be sent via EDI 875 to Bush
     Brothers.

3.   Product will be delivered to Distributor from multiple vendor warehouses. A
     copy of each Receiving Document will be faxed or mailed to:

                                 S & K Sales Co.
                                 2500 Hawkeye Court
                                 Virginia Beach, VA 23452
                                 Attn: Lorna Anderson
                                 Tel:    (757) 460-8888
                                 Fax:    (757) 460-2660

4.   S & K will issue an invoice per delivery to Distributor at Distributor
     regular price with terms of 2% 10 Days Net 30 Days except for Bush
     Brothers. Bush will invoice Distributor directly and Distributor will remit
     directly to Bush to address indicated on invoice.

5.   Distributor will remit for all invoices issued by S & K via check to:

                                 S & K Sales Co.
                                 P.O. Box 79412
                                 Baltimore, MD 21279-0412

     Back-up documentation is required for all deductions.

6.   Distributor will furnish roll-up information via EDI 867 on all products
     including Bush Brothers to S & K's no later than (10) days following close
     of roll-up period.


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7.   S & K Sales will invoice military customer and issue credit or check to
     Distributor for full value of merchandise shipped and billed to military
     customer based on Distributor Regular Price. S & K will pay a drayage fee
     based on Distributor Regular Price by check to Distributor per attachment
     "B."

8.   Payment/credit for value of merchandise and drayage will be paid by S & K
     on or about the 20th of the month. Payment will cover rollups for the 4th
     and 3rd previous periods (e.g. October 20 covers August 16-31 and September
     1-15).

9.   Distributor agrees to accept all deliveries against orders entered by
     Distributor. Damaged merchandise should be rejected. Distributor to contact
     S & K should hidden damage claims occur.

10.  This agreement may be amended in writing from time to time to add
     additional vendors that may be added to S & K's non-perishable ROA with
     DeCA.

11.  This agreement may be terminated by either party upon sixty (60) days'
     written notice. At that time, Distributor shall return all undelivered full
     unopened cases to addresses provided by S & K and Distributor shall receive
     credit for all returned merchandise. Any outstanding account balance will
     be settled within 30 days.

DISTRIBUTOR:                           S & K SALES CO.:

Name:                                  Name:
     ---------------------------------      ------------------------------------

Title:                                 Title:
      --------------------------------       -----------------------------------

Signature/Date:                         Signature/Date:
               -----------------------                 -------------------------


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                                  ATTACHMENT A

                           MILITARY RESALE GROUP, INC.

                                  F. E. WARREN
                              FITZSIMMONS ARMY BASE
                                   AF ACADEMY
                                   FT. CARSON
                                  PETERSON AFB
                                  ELLSWORTH AFB

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                                  ATTACHMENT B

                           MILITARY RESALE GROUP, INC.

         MANUFACTURER                                     DRAYAGE FEE
         ------------                                     -----------
         Barilla
         Blistex
         Bush Brothers
         Pactiv
         Premier Valley
         Rayovac
         Sunshine Makers