EXHIBIT 10.10

                         MILITARY DISTRIBUTOR AGREEMENT

Military Distributor Agreement dated as of April 1, 2002, between PFIZER INC, a
Delaware corporation, having offices at 201 Tabor Road, Morris Plains, New
Jersey 07950 ("PFIZER") and MILITARY RESALE GROUP, INC., a Colorado corporation,
having offices at 2517 Durango Drive, Colorado Springs, CO 80910
("DISTRIBUTOR").

                                   WITNESSETH:

WHEREAS, Pfizer is in the business of selling consumer healthcare, confectionery
and shaving products; and

WHEREAS, Pfizer desires to make such products available to military commissaries
("COMMISSARIES") in accordance with the information and guidelines contained in
the United States Department of Defense Commissary Agency ("DeCA") Information
Booklet dated March 25, 1991, as it may be modified or amended from time to time
("BOOKLET"); and

WHEREAS, Pfizer desires to engage Distributor to purchase, warehouse, distribute
and deliver its products to the Commissaries identified on Schedule A attached
hereto and made a part hereof;

NOW, THEREFORE, in consideration of the mutual promises contained herein, Pfizer
and Distributor agree as follows:

1.   Distributor agrees to purchase at Pfizer distributor list prices, all
     products listed on the Defense Personnel Support Center ("DPSC") Master
     Supply Bulletin #263 ("PRODUCTS"). Pfizer's ROA numbers are 00G2420 and
     00G2421. Distributor will maintain warehouse inventory levels sufficient to
     meet daily order and fill requirements of all Commissaries identified on
     Schedule A. Terms to Distributor will be               (cash in bank) or
                 (cash in bank) as indicated. Unearned cash discounts will be
     billed back and/or deducted from payments made to Distributor.

2.   Orders for Pfizer Products will be transmitted electronically to
     Distributor by the Commissaries as outlined in the Booklet. Any orders
     received directly by Pfizer or its sales representatives will be
     communicated by telephone to Distributor. Distributor agrees to process and
     deliver all orders for Products in accordance with the terms of purchase
     under the Frequent Delivery System as outlined in the Booklet. Upon
     delivery of products by Distributor to a Commissary, Distributor shall
     obtain signed delivery tickets evidencing receipt of all Products received
     by the Commissary, from an authorized representative of the Commissary.
     Resolution of discrepancies between Distributor shipments and Commissary
     receipts shall be the responsibility of the Distributor. Any costs
     associated with settling shortage claims made by the Commissaries will be
     borne by the Distributor. Pfizer sales representatives and/or authorized
     sales agents shall be responsible for stocking Commissary shelves.


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3.   Within five (5) days of the end of each Roll-Up Period (as hereinafter
     defined), Distributor agrees to provide Pfizer with a report summary
     ("ROLL-UP") of all Products delivered to Commissaries under the Frequent
     Delivery System during the ROLL-UP PERIOD. The term "Roll-Up Period" shall
     refer to the period from the first day to the fifteenth day of each month
     or to the period from the sixteenth day to the last day of each month, as
     the case may be. The Roll-Up shall indicate, for each Commissary, the
     quantity of all Products shipped to such Commissary during the applicable
     period, and the dates on which such Products were shipped. The Roll-Up is
     an acknowledgement of the proof of delivery documents and shall be retained
     by Distributor for a period of three (3) years from the date of the report.

4.   (a) Distributor shall issue to Pfizer a transmittal, which shall summarize
     each Roll-Up by indicating the quantity of each Product shipped by
     Distributor to the Commissaries during the period, and the price that such
     Products were purchased from Pfizer by Distributor. Based on such
     transmittal and on the Roll-Up, Pfizer shall issue a check to Distributor
     pursuant to which Distributor shall be reimbursed for Products delivered by
     Distributor to Commissaries. Such check shall be issued to Distributor upon
     Pfizer's receipt of payment from DeCA (which is expected to be
     approximately twenty-five (25) days after Pfizer receives the Roll-Up from
     Distributor. Pfizer further agrees to pay Distributor within thirty (30)
     days of the end of each month, a drayage fee equal to
                 Product delivered by Distributor to the Commissaries. Both
     parties hereto acknowledge and agree that Distributor shall not be involved
     in any way with DeCA's procurement decisions. The Roll-Up/reimbursement
     arrangement is an accommodation to internal accounting procedures.

     (b) The drayage payment for pallet promotions will be paid at the
     established per case rate that already exists. Pallet promotions fall into
     two categories:

          (i)  Pallets with cases of regularly stocked items, in which case the
               Distributor will be paid for the number of cases that are shipped
               in the pallet; and

          (ii) Pallets that contain non-cased items and/or items that are not
               regularly stocked items for DeCA, in which case the equivalent
               cases will be determined by using the case pack for regularly
               stocked item closest in size. For example, the drayage fee for a
               58-oz. Listerine pallet will be determined by reference to the
               case pack for a 1.5 L Listerine pallet. Similarly, the drayage
               fee for a 32-oz. Lubriderm pallet will be determined by reference
               to the case pack for a 16-oz. Lubriderm pallet.

     Drayage payments for pallets will be handled as an adjustment and sent
     separately from the normal drayage payment to avoid delays in processing
     the normal drayage payment. Pfizer will use reasonable efforts to advise
     Distributor of the case equivalent of pallet promotions prior to their
     shipping. All pre-packed floor displays and/or side wing units will be
     counted as one (1) case.


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5.   Distributor shall be responsible for proper rotation of stock, and shall
     notify Pfizer or its designated sales representative of any Products for
     which DeCA orders have ceased. Products that are discontinued by Pfizer or
     a Commissary may be returned to Pfizer by Distributor and Distributor shall
     be credited at its original purchase price for such Products. Pfizer shall
     pay freight costs associated with such returns. Where an overstock occurs
     due to a purchasing error by Distributor, Distributor shall pay return
     freight costs, PROVIDED, HOWEVER, that Pfizer shall credit Distributor the
     original purchase price for such returns. The terms of all other returns
     shall be negotiated in good faith by the parties hereto and must be
     authorized in advance by Pfizer.

6.   Upon Pfizer's prior written request, Distributor shall grant Pfizer or its
     designated sales representative access, during normal business hours, to
     Distributor's warehouse to check stock and review future inventory
     requirements in order to meet order and fill rate requirements of the
     Commissaries and any promotional programs or events offered by Pfizer that
     are designed to result in lower Product prices to be paid by Commissary
     customers. Distributor agrees to comply with all shelf-life guidelines
     promulgated by DPSC, as they may be altered or amended from time to time.

7.   Pfizer shall hold Distributor harmless for all product liability claims and
     will, upon written request, provide Distributor with a certificate of
     insurance evidencing product liability insurance coverage; PROVIDED,
     HOWEVER, that Products are stored and handled in accordance with
     instructions provided by Pfizer, and PROVIDED FURTHER that such claims are
     not due to the negligence of or failure by Distributor.

8.   If, in addition to Pfizer's Military and Specialty Markets Division,
     Distributor handles Products for non-Commissary distribution from the
     following divisions ("DOMESTIC DIVISIONS") of Pfizer:

              Warner-Lambert Consumer Healthcare;
              Adams Group; and/or
              Schick Shaving Products Group;

     then Distributor must maintain the inventory to be delivered to
     Commissaries separate from the inventory purchased from the Domestic
     Divisions for non-Commissary distribution. All orders for Products to be
     delivered to Commissaries must be placed with Pfizer's Military and
     Specialty Markets Division. Distributor shall not use any Products
     purchased for delivery to Commissaries for any other purpose, nor shall it
     use any Products purchased from any Domestic Division for delivery to
     Commissaries.

9.   Title and risk of loss of Products shall remain with Pfizer until delivery
     to Distributor, at which time Distributor shall assume title to Products.

10.  Either party may terminate this agreement at any time upon thirty (30)
     days' written notice. In the event of such notice, Pfizer agrees to
     promptly arrange for the pickup of any remaining Products purchased by
     Distributor and not delivered to Commissaries and to reimburse Distributor
     at the current purchase prices; provided, however, that any such


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     remaining Products have at least six (6) months dating and are not damaged
     in any way. Distributor agrees to pay a handling charge with respect to
     returned Products, which charge shall be mutually agreed upon.

11.  Distributor represents, warrants and covenants that:

     (i)  Distributor shall comply with all applicable federal, state and local
          laws, rules and regulations in carrying out its obligations hereunder;

     (ii) In the course of performing services hereunder, Distributor will
          protect Pfizer's ownership of its trademarks, service marks, trade
          names, designs, logos and/or copyrights (collectively, "PFIZER'S
          MARKS"). Distributor agrees that the use of any of Pfizer's Marks
          shall be for Pfizer's sole benefit, shall not create any right in
          Distributor with respect to Pfizer's Marks and shall terminate upon
          the expiration or termination of this Agreement;

     (iii) Distributor is a corporation duly authorized, validly existing and in
          good standing under the laws of its state of incorporation;

     (iv) Distributor has the power and authority to execute and deliver this
          Agreement and to perform its obligations hereunder, and the execution,
          delivery and performance of this Agreement by Distributor have been
          duly and validly authorized and approved; and

     (v)  Distributor will provide sufficient personnel for the safe, timely and
          satisfactory performance of its obligations hereunder.

12.  Pfizer represents and warrants that:

     (i)  Pfizer is a corporation duly authorized, validly existing and in good
          standing under the laws of the State of Delaware; and

     (ii) Pfizer has the corporate power and authority to execute and deliver
          this Agreement and to perform its obligations hereunder, and the
          execution, delivery and performance of this Agreement by Pfizer have
          been duly and validly authorized and approved by proper corporate
          action.

13.  During the term of this Agreement and thereafter, Distributor shall keep
     confidential and not disclose to any third party, nor use for its own or
     any third party's benefit, any of Pfizer's confidential or proprietary
     information or other information, materials or documentation provided by
     Pfizer to Distributor. This covenant shall not apply to information that is
     in or enters the public domain through no fault of Distributor.

14.  Distributor shall retain for a reasonable time all contracts, papers,
     documents, correspondence, copybooks, accounts, invoices and other
     information in the possession of Distributor relating to this Agreement and
     shall make all such material, or such


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     portions of it as Pfizer may request, available at Distributor's offices
     during normal business hours for examination by Pfizer's authorized
     representatives.

15.  During the term of this Agreement, Distributor agrees to secure and keep in
     place a comprehensive general liability insurance policy in the amount of
     at least one million dollars ($1,000,000) which shall cover its contractual
     liability and the services rendered hereunder. Distributor shall name
     Pfizer as an additional insured under its policy, and shall provide a
     certificate of insurance to Pfizer evidencing such coverage. In addition,
     Distributor shall notify Pfizer at least thirty (30) days prior to the
     expiration or termination of such coverage.

16.  If for any reason not under the control of either party, including, without
     limitation, strikes, enforcement of government laws or regulations, fire or
     similar unforeseen event, either party cannot perform its obligations
     pursuant to this Agreement, then the terms of this Agreement and the duties
     and obligations of the parties hereunder shall be suspended for such time
     as may be reasonable.

17.  Distributor agrees to indemnify and hold Pfizer harmless from and against
     all liability, damage or expense (including reasonable attorney's fees)
     which Pfizer may incur as a result of any activities conducted or services
     rendered hereunder by Distributor, its officers, employees, subcontractors,
     agents or any persons connected with Distributor, arising out of its or
     their performance or failure to perform, or a breach of its covenants,
     representations, or warranties hereunder, or arising as a result of
     Distributor's sale, distribution, storage or transportation of the Products
     pursuant to this Agreement. These indemnification obligations shall survive
     the termination or expiration of this Agreement.

18.  This Agreement and the attached Schedule A constitute the entire
     understanding and agreement between Distributor and Pfizer with respect to
     the subject matter of this Agreement and shall not be altered or amended
     unless in writing signed by Distributor and Pfizer.

19.  Nothing contained herein shall be construed so as to constitute Pfizer and
     Distributor as principal and agent, employer and employee, partners, or
     joint venturers, nor shall any similar relationship be deemed to exist
     between Pfizer and Distributor. Neither party shall have any power to
     obligate or bind the other party.

20.  Distributor may not assign this Agreement without the express written
     consent of Pfizer.

21.  All notices which either party is required or may desire to serve upon the
     other shall be in writing and may be served either personally or by
     depositing the same in the mail, first class postage prepaid, certified and
     return receipt requested, addressed to the party to be served as follows,
     unless a different address is designated in writing by the party to be
     served:


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              To Pfizer as follows:

                   Warner-Lambert Company
                   201 Tabor Road
                   Morris Plains, New Jersey 07950

              Attn: Director, Military and Specialty Markets Division

                   with a copy to:

                        Pfizer Inc.
                        235 East 42nd Street
                        New York, New York 10036
                        Attn:  Executive Vice President and General Counsel
                        Facsimile:  (212) 808-8924

                   To the Distributor as follows:

                        Military Resale Group, Inc.
                        2517 Durango Drive
                        Colorado Springs, Colorado 80910
                        Facsimile:  ______________________
                        Attn:  Ethan Hokit

     Any notice so mailed shall be deemed to have been served on the date of its
     mailing.

24.  This Agreement shall be governed by and construed in accordance with the
     law of the State of New Jersey other than those provisions governing
     conflicts of laws.


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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
duly authorized officer of each party hereto as of the date first above written.

                                       MILITARY RESALE GROUP, INC.


                                       -----------------------------------------
                                       Name:
                                       Title:

                                       PFIZER INC.


                                       -----------------------------------------
                                       Name:
                                       Title:


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                                   SCHEDULE A

Commissary Store Locations Serviced by Military Resale Group, Inc.:


Military Base                                                Location
-------------                                                --------
FT CARSON                                                    CO
PETERSON AFB                                                 CO
USAF ACADEMY                                                 CO
FE WARREN AFB                                                CO
BUCKLEY AFB                                                  CO
ELLSWORTH AFB                                                SD


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