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                                                                    EXHIBIT 10.2












                               SECURITY AGREEMENT


                                      among


                            FLEMING COMPANIES, INC.,


                CERTAIN SUBSIDIARIES OF FLEMING COMPANIES, INC.


                                       and


                     DEUTSCHE BANK TRUST COMPANY AMERICAS,
                               as COLLATERAL AGENT


                        --------------------------------

                            Dated as of June 18, 2002

                        --------------------------------
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                               SECURITY AGREEMENT


            SECURITY AGREEMENT, dated as of June 18, 2002, (as amended, modified
or supplemented from time to time, this "Agreement"), made by each of the
undersigned Grantors (each an "Grantor" and, together with any other entity that
becomes a Grantor hereunder pursuant to Section 8.12 hereof, the "Grantors") in
favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (together
with any successor Collateral Agent, the "Collateral Agent"), for the benefit of
the Secured Creditors (as defined below). Certain capitalized terms as used
herein are defined in Article VII hereof. Except as otherwise defined herein,
all capitalized terms used herein and defined in the Credit Agreement (as
defined below) shall be used herein as therein defined.


                              W I T N E S S E T H:
                              - - - - - - - - - -


            WHEREAS,   FLEMING   COMPANIES,   INC.,   an  Oklahoma   corporation
(the "Borrower"),  the lenders from time to time party thereto (the  "Lenders"),
DEUTSCHE BANK TRUST COMPANY  AMERICAS,  as  Administrative  Agent (together with
any  successor  Administrative  Agent,  the  "Administrative  Agent"),  JPMORGAN
CHASE BANK and CITICORP  NORTH  AMERICA,  INC., as  Syndication  Agents,  LEHMAN
COMMERCIAL   PAPER  INC.   and   WACHOVIA   BANK,   NATIONAL   ASSOCIATION,   as
Documentation  Agents,  DEUTSCHE BANK SECURITIES INC. and J.P. MORGAN SECURITIES
INC., as Joint Book Managers,  and DEUTSCHE BANK  SECURITIES  INC.,  J.P. MORGAN
SECURITIES  INC. and SALOMON  SMITH BARNEY INC., as Joint Lead  Arrangers,  have
entered  into a  Credit  Agreement,  dated  as of June  18,  2002  (as  amended,
modified or supplemented from time to time, the "Credit  Agreement"),  providing
for the  making of Loans to,  and the  issuance  of  Letters  of Credit  for the
account of, the  Borrower as  contemplated  therein (the  Lenders,  each Issuing
Lender,  the  Administrative  Agent,  the Collateral  Agent and each other Agent
are herein called the "Lender Creditors");

            WHEREAS, the Borrower may on the date hereof be party to, and at any
time and from time to time on or after the date hereof may enter into, one or
more interest rate swap agreements, interest rate cap agreements, interest rate
collar agreements, interest rate hedging agreements, foreign currency exchange
or hedging agreements or other similar agreements or arrangements (each such
agreement or arrangement, an "Interest Rate Protection/Currency Exchange
Agreement" and, collectively, the "Interest Rate Protection/Currency Exchange
Agreements") with one or more Lenders or any affiliate thereof (each such Lender
or affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender's or
affiliate's successors and assigns, if any, collectively, the "Other Creditors";

            WHEREAS the Borrower, one or more Wholly-Owned Domestic Subsidiaries
of the Borrower and JPMorgan Chase Bank (or any successor by merger thereto)
and/or one or more of its banking affiliates or another bank reasonably
satisfactory to the Administrative Agent (collectively, the "Treasury Service
Creditors" and, together with the Lender Creditors and the Other Creditors, the
"Secured Creditors") have entered into, or in the future may enter into, a
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credit arrangement (with any written agreement evidencing such credit
arrangement, as amended, modified, supplemented, replaced or refinanced from
time to time, herein called the "Treasury Service Agreement"), to provide the
Borrower and such Wholly-Owned Domestic Subsidiaries Treasury Services;

            WHEREAS, pursuant to the Guarantee Agreement, each Guarantor has
jointly and severally guaranteed to the Secured Creditors the payment when due
of all obligations as described therein;

            WHEREAS, it is a condition precedent to (i) the making of Loans to,
and the issuance of Letters of Credit for the account of, the Borrower under the
Credit Agreement, (ii) the Other Creditors entering into Interest Rate
Protection/Currency Exchange Agreements and (iii) the extension of Treasury
Services by the Treasury Service Creditors, that each Grantor shall have
executed and delivered to the Collateral Agent this Agreement; and

            WHEREAS, each Grantor will obtain benefits from the incurrence of
Loans by, and the issuance of Letters of Credit for the account of, the Borrower
under the Credit Agreement, the entering into by the Borrower of Interest Rate
Protection/Currency Exchange Agreements and the continued extension of Treasury
Services by the Treasury Service Creditors and, accordingly, each Grantor
desires to enter into this Agreement in order to satisfy the condition described
in the preceding paragraph;

            NOW, THEREFORE, in consideration of the benefits accruing to each
Grantor, the receipt and sufficiency of which are hereby acknowledged, each
Grantor hereby makes the following representations and warranties to the
Collateral Agent for the benefit of the Secured Creditors and hereby covenants
and agrees with the Collateral Agent for the benefit of the Secured Creditors as
follows:

                                    ARTICLE I

                               SECURITY INTERESTS


                  Section 1.1. Grant of Security Interests. (a) As security for
the prompt and complete payment and performance when due of all of its
Obligations, each Grantor does hereby assign and transfer unto the Collateral
Agent for the benefit of the Secured Creditors, and does hereby pledge and grant
to the Collateral Agent, for the benefit of the Secured Creditors, a continuing
security interest in all of the right, title and interest of such Grantor in, to
and under all of the following personal property (and all rights therein) of
such Grantor, or in which or to which such Grantor has any rights, in each case
whether now existing or hereafter from time to time acquired:

                           (i)      each and every Account;

                           (ii)     all Inventory;



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                           (iii)    (x) all Instruments and all Chattel Paper,
          in each case evidencing any Accounts and (y) all Instruments and
          Chattel Paper into which any Accounts have been, or are hereafter,
          converted;

                           (iv)     all Documents and all Supporting Obligations
          relating to any and all of the foregoing; and

                           (v)      all Proceeds and products of any and all of
          the foregoing (all of the above, the "Collateral").


                  (b) The security interest of the Collateral Agent under this
Agreement extends to all Collateral which any Grantor may acquire, or with
respect to which any Grantor may obtain rights, at any time during the term of
this Agreement.

Notwithstanding anything to the contrary contained herein, the Collateral shall
at no time include any items which would at such time constitute Excluded
Collateral.


                  Section 1.2. Power of Attorney. Each Grantor hereby
constitutes and appoints the Collateral Agent its true and lawful attorney,
irrevocably, with full power after the occurrence of and during the continuance
of an Event of Default (in the name of such Grantor or otherwise) to act,
require, demand, receive, compound and give acquaintance for any and all moneys
and claims for moneys due or to become due to such Grantor under or arising out
of the Collateral, to endorse any checks or other instruments or orders in
connection therewith and to file any claims or take any action or institute any
proceedings which the Collateral Agent may deem to be necessary or advisable to
protect the interests of the Secured Creditors, which appointment as attorney is
coupled with an interest.

                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Grantor represents, warrants and covenants, which representations,
warranties and covenants shall survive execution and delivery of this Agreement,
as follows:


                  Section 2.1. Necessary Filings. All filings, registrations,
recordings and other actions necessary or appropriate to create, preserve and
perfect the security interest granted by such Grantor to the Collateral Agent
hereby in respect of the Collateral have been accomplished and the security
interest granted to the Collateral Agent pursuant to this Agreement in and to
the Collateral creates a valid and, together with all such filings,
registrations, recordings and other actions, a perfected security interest
therein prior to the rights of all other Persons therein and subject to no other
Liens (other than Liens permitted pursuant to Section 6.01 of the Credit
Agreement) and is entitled to all the rights, priorities and benefits afforded
by the Uniform Commercial Code or other relevant law as enacted in any relevant
jurisdiction to perfected security interests, in each case to the extent that
the Collateral consists of the type of property in which a security interest may
be perfected by filing a financing statement under the Uniform Commercial Code
as enacted in any relevant jurisdiction.


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                  Section 2.2. No Liens. Such Grantor is, and as to all
Collateral acquired by it from time to time after the date hereof such Grantor
will be, the owner of all Collateral free from any Lien, security interest,
encumbrance or other right, title or interest of any Person (other than Liens
permitted pursuant to Section 6.01 of the Credit Agreement), and such Grantor
shall defend the Collateral against all claims and demands of all Persons at any
time claiming the same or any interest therein adverse to the Collateral Agent.

                  Section 2.3. Other Financing Statements. As of the date
hereof, there is no financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) covering or purporting to cover
any interest of any kind in the Collateral (other than financing statements
filed in respect of Liens permitted pursuant to Section 6.01 of the Credit
Agreement), and so long as the Termination Date has not occurred, such Grantor
will not execute or authorize to be filed in any public office any financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) or statements relating to the Collateral, except financing
statements filed or to be filed in respect of and covering the security
interests granted hereby by such Grantor or in connection with Liens permitted
pursuant to Section 6.01 of the Credit Agreement.

                  Section 2.4. Chief Executive Office. The chief executive
office of such Grantor is, on the date of this Agreement, located at the address
indicated on Annex A hereto for such Grantor. During the period of the four
calendar months preceding the date of this Agreement, the chief executive office
of such Grantor has not been located at any address other than that indicated on
Annex A in accordance with the immediately preceding sentence, in each case
unless each such other address is also indicated on Annex A hereto for such
Grantor.

                  Section 2.5. Location of Inventory. All Inventory held on the
date hereof, or held at any time during the four calendar months prior to the
date hereof, by each Grantor is located at one of the locations shown on Annex B
hereto for such Grantor.

                  Section 2.6. Legal Names; Type of Organization (and Whether a
Registered Organization and/or a Transmitting Utility); Jurisdiction of
Organization; Location; Organizational Identification Numbers; Changes Thereto;
etc. The exact legal name of each Grantor, the type of organization of such
Grantor, whether or not such Grantor is a Registered Organization, the
jurisdiction of organization of such Grantor, such Grantor's Location, the
organizational identification number (if any) of each Grantor, and whether or
not such Grantor is a Transmitting Utility, is listed on Annex C hereto for such
Grantor. No Grantor shall change its legal name, its type of organization, its
status as a Registered Organization (in the case of a Registered Organization),
its status as a Transmitting Utility or as a Person which is not a Transmitting
Utility, as the case may be, its jurisdiction of organization, its Location, or
its organizational identification number (if any) from that set forth on Annex C
hereto for such Grantor, except that any such changes shall be permitted (so
long as not in violation of the applicable requirements of the Secured Debt
Agreements and so long as same do not involve (x) a Registered Organization
ceasing to constitute same or (y) any Grantor changing its jurisdiction of
organization or Location from the United States or a State thereof to a
jurisdiction of organization or Location, as the case may be, outside the United
States or a State thereof) if (i) it shall have given to the Collateral Agent
not less than 10 days' prior written notice of each change to the information
listed on Annex C (as adjusted for any subsequent changes thereto


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previously made in accordance with this sentence), together with a supplement to
Annex C which shall correct all information contained therein for the respective
Grantor, and (ii) in connection with the respective such change or changes, it
shall have taken all action reasonably requested by the Collateral Agent to
maintain the security interests of the Collateral Agent in the Collateral
intended to be granted hereby at all times fully perfected and in full force and
effect. In addition, to the extent that any Grantor does not have an
organizational identification number on the date hereof and later obtains one,
such Grantor shall promptly thereafter notify the Collateral Agent of such
organizational identification number and shall take all actions reasonably
satisfactory to the Collateral Agent to the extent necessary to maintain the
security interest of the Collateral Agent in the Collateral intended to be
granted hereby fully perfected and in full force and effect.

                  Section 2.7. Certain Significant Transactions. During the one
year period preceding the date of this Agreement, no Person shall have merged or
consolidated with or into any Grantor, and no Person shall have liquidated into,
or transferred all or substantially all of its assets to, any Grantor, in each
case except as described in Annex D hereto. With respect to any transactions so
described in Annex D hereto, the respective Grantor shall have furnished such
information with respect to the Person (and the assets of the Person and
locations thereof) which merged with or into or consolidated with such Grantor,
or was liquidated into or transferred all or substantially all of its assets to
such Grantor, and shall have furnished to the Collateral Agent such UCC lien
searches as may have been requested with respect to such Person and its assets,
to establish that no security interest (excluding Liens permitted pursuant to
Section 6.01 of the Credit Agreement) continues perfected on the date hereof
with respect to any Person described above (or the assets transferred to the
respective Grantor by such Person), including without limitation pursuant to
Section 9-316(a)(3) of the UCC.

                  Section 2.8. Collateral in the Possession of a Bailee. If any
Inventory is at any time in the possession of a bailee, the respective Grantor
shall promptly notify the Collateral Agent thereof and, if requested by the
Collateral Agent, shall use its reasonable best efforts to promptly obtain an
acknowledgment from such bailee, in form and substance reasonably satisfactory
to the Collateral Agent, that the bailee holds such Collateral for the benefit
of the Collateral Agent and shall act upon the instructions of the Collateral
Agent, without the further consent of the respective Grantor. The Collateral
Agent agrees with the Grantors that the Collateral Agent shall not give any such
instructions unless an Event of Default has occurred and is continuing or would
occur after taking into account any action by the respective Grantor with
respect to any such bailee.

                  Section 2.9. Recourse. This Agreement is made with full
recourse to each Grantor and pursuant to and upon all the warranties,
representations, covenants and agreements on the part of such Grantor contained
herein, in the other Loan Documents, in the Interest Rate Protection/Currency
Exchange Agreements and otherwise in writing in connection herewith or
therewith.


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                                  ARTICLE III

                     SPECIAL PROVISIONS CONCERNING ACCOUNTS

                  Section 3.1. Additional Representations and Warranties. As of
the time when each of its Accounts constituting Collateral arises, each Grantor
shall be deemed to have represented and warranted that each such Account, and
all records, papers and documents relating thereto (if any) are genuine and what
they purport to be, and that all papers and documents (if any) relating thereto
(i) will, to the knowledge of such Grantor, represent the genuine, legal, valid
and binding obligation of the respective account debtor, (ii) will be the only
original writings evidencing and embodying such obligation of the account debtor
named therein (other than copies created for general accounting purposes), (iii)
will, to the knowledge of such Grantor, evidence true and valid obligations,
enforceable in accordance with their respective terms, and (iv) will be in
compliance and will conform in all material respects with all applicable
federal, state and local laws and applicable laws of any relevant foreign
jurisdiction.

                  Section 3.2. Maintenance of Records. Each Grantor will keep
and maintain at its own cost and expense accurate records of its Accounts,
including, but not limited to, originals of all documentation with respect
thereto, records of all payments received, all credits granted thereon, all
merchandise returned and all other dealings therewith, and such Grantor will
make the same available on such Grantor's premises to the Collateral Agent for
inspection, at such Grantor's own cost and expense, at any and all reasonable
times upon prior notice to such Grantor and otherwise in accordance with the
Credit Agreement. Upon the occurrence and during the continuance of an Event of
Default and at the request of the Collateral Agent, such Grantor shall, at its
own cost and expense, deliver all tangible evidence of its Accounts (including,
without limitation, all documents evidencing the Accounts) and such books and
records to the Collateral Agent or to its representatives (copies of which
evidence and books and records may be retained by such Grantor). Upon the
occurrence and during the continuance of an Event of Default and if the
Collateral Agent so directs, such Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, any Collateral consisting of Chattel
Paper, as well as books, records and documents (if any) of such Grantor
evidencing or pertaining to such Collateral with an appropriate reference to the
fact that such Collateral has been assigned to the Collateral Agent and that the
Collateral Agent has a security interest therein.

                  Section 3.3. Direction to Account Debtors; etc. Upon the
occurrence and during the continuance of an Event of Default, if the Collateral
Agent so directs any Grantor, such Grantor agrees (x) to cause all payments on
account of the Accounts to be made directly to the Collateral Agent, (y) that
the Collateral Agent may, at its option, directly notify the obligors with
respect to any Accounts to make payments with respect thereto as provided in the
preceding clause (x), and (z) that the Collateral Agent may enforce collection
of any such Accounts and may adjust, settle or compromise the amount of payment
thereof, in the same manner and to the same extent as such Grantor. The
reasonable costs and expenses of collection (including reasonable attorneys'
fees), whether incurred by a Grantor or the Collateral Agent, shall be borne by
the relevant Grantor. The Collateral Agent shall deliver a copy of each notice
referred to in the preceding clause (y) to the relevant Grantor, provided that
(x) the failure by the Collateral Agent to so notify such Grantor shall not
affect the effectiveness of such notice or the other rights of the Collateral
Agent created by this Section 3.3 and (y) no such notice shall be required


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if an Event of Default of the type described in paragraphs (g) or (h) of Article
VII of the Credit Agreement has occurred and is continuing.

                  Section 3.4. Modification of Terms; etc. Except in accordance
with such Grantor's ordinary course of business and consistent with its
reasonable business judgment or as otherwise permitted pursuant to the Credit
Agreement, no Grantor shall rescind or cancel any indebtedness evidenced by any
Account, or modify any material term thereof or make any material adjustment
with respect thereto, or extend or renew the same, or compromise or settle any
material dispute, claim, suit or legal proceeding relating thereto, or sell any
Account, or interest therein, without the prior written consent of the
Collateral Agent.

                  Section 3.5. Collection. Each Grantor shall endeavor in
accordance with reasonable business practices to cause to be collected from the
account debtor named in each of its Accounts, as and when due (including,
without limitation, amounts which are delinquent, such amounts to be collected
in accordance with generally accepted lawful collection procedures) any and all
amounts owing under or on account of such Account, and apply forthwith upon
receipt thereof all such amounts as are so collected to the outstanding balance
of such Account. Except as otherwise directed by the Collateral Agent after the
occurrence and during the continuation of an Event of Default, any Grantor may
allow in the ordinary course of business as adjustments to amounts owing under
its Accounts (i) an extension or renewal of the time or times of payment, or
settlement for less than the total unpaid balance, which such Grantor finds
appropriate in accordance with reasonable business judgment and (ii) a refund or
credit due as a result of returned or damaged merchandise or improperly
performed services or for other reasons which such Grantor finds appropriate in
accordance with reasonable business judgment. The reasonable costs and expenses
(including, without limitation, reasonable attorneys' fees) of collection,
whether incurred by a Grantor or the Collateral Agent, shall be borne by the
relevant Grantor.

                  Section 3.6. Grantors Remain Liable Under Accounts. Anything
herein to the contrary notwithstanding, the Grantors shall remain liable under
each of the Accounts to observe and perform all of the conditions and
obligations to be observed and performed by it thereunder, all in accordance
with the terms of any agreement giving rise to such Accounts. Neither the
Collateral Agent nor any other Secured Creditor shall have any obligation or
liability under any Account (or any agreement giving rise thereto) by reason of
or arising out of this Agreement or the receipt by the Collateral Agent or any
other Secured Creditor of any payment relating to such Account pursuant hereto,
nor shall the Collateral Agent or any other Secured Creditor be obligated in any
manner to perform any of the obligations of any Grantor under or pursuant to any
Account (or any agreement giving rise thereto), to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by them or
as to the sufficiency of any performance by any party under any Account (or any
agreement giving rise thereto), to present or file any claim, to take any action
to enforce any performance or to collect the payment of any amounts which may
have been assigned to them or to which they may be entitled at any time or
times.

                  Section 3.7. Instruments. If any Grantor owns or acquires any
Instrument constituting Collateral, such Grantor will within 10 Business Days
notify the Collateral Agent


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thereof, and upon request by the Collateral Agent will promptly deliver such
Instrument to the Collateral Agent appropriately endorsed to the order of the
Collateral Agent.

                  Section 3.8. Chattel Paper. Upon the request of the Collateral
Agent made at any time or from time to time, each Grantor shall promptly furnish
to the Collateral Agent a list of all Electronic Chattel Paper constituting
Collateral held or owned by such Grantor. Furthermore, if requested by the
Collateral Agent, each Grantor shall promptly take all actions which are
reasonably practicable so that the Collateral Agent has "control" of all
Electronic Chattel Paper constituting Collateral in accordance with the
requirements of Section 9-105 of the UCC. Each Grantor will promptly (and in any
event within 10 days) following any request by the Collateral Agent, deliver all
of its Tangible Chattel Paper constituting Collateral to the Collateral Agent.

                  Section 3.9. Further Actions. Each Grantor will, at its own
expense, make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Agent from time to time such vouchers, invoices, schedules,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, certificates, reports and other assurances or instruments and take
such further steps, including any and all actions as may be necessary or
required under the Federal Assignment of Claims Act, relating to its Receivables
and other property or rights covered by the security interest hereby granted, as
the Collateral Agent may reasonably require.

                                   ARTICLE IV

                      PROVISIONS CONCERNING ALL COLLATERAL

                  Section 4.1. Protection of Collateral Agent's Security. Except
as otherwise permitted by the Secured Debt Agreements, each Grantor will do
nothing to impair the rights of the Collateral Agent in the Collateral. Each
Grantor will at all times maintain insurance, at such Grantor's own expense to
the extent and in the manner provided in the Secured Debt Agreements. Except to
the extent otherwise permitted to be retained by such Grantor or applied by such
Grantor pursuant to the terms of the Secured Debt Agreements, the Collateral
Agent shall, at the time any proceeds of such insurance are distributed to the
Secured Creditors, apply such proceeds in accordance with Section 5.4 hereof.
Each Grantor assumes all liability and responsibility in connection with the
Collateral acquired by it and the liability of such Grantor to pay the
Obligations shall in no way be affected or diminished by reason of the fact that
such Collateral may be lost, destroyed, stolen, damaged or for any reason
whatsoever unavailable to such Grantor.

                  Section 4.2. Warehouse Receipts Non-Negotiable. To the extent
practicable, each Grantor agrees that if any warehouse receipt or receipt in the
nature of a warehouse receipt is issued with respect to any of its Inventory,
such Grantor shall request that such warehouse receipt or receipt in the nature
thereof shall not be "negotiable" (as such term is used in Section 7-104 of the
Uniform Commercial Code as in effect in any relevant jurisdiction or under other
relevant law).

                  Section 4.3. Additional Information. Each Grantor will, at its
own expense, from time to time upon the reasonable request of the Collateral
Agent, promptly (and in any event within 10 days after its receipt of the
respective request) furnish to the Collateral Agent such


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information with respect to the Collateral (including, without limitation, the
identity of the Collateral or such components thereof as may have been requested
by the Collateral Agent, the value and location of such Collateral, etc.) as may
be requested by the Collateral Agent. Without limiting the forgoing, each
Grantor agrees that it shall promptly (and in any event within 10 Business Days
after its receipt of the respective request) furnish to the Collateral Agent
such updated Annexes hereto as may from time to time be reasonably requested by
the Collateral Agent.

                  Section 4.4. Further Actions. Each Grantor will, at its own
expense and upon the reasonable request of the Collateral Agent, make, execute,
endorse, acknowledge, file and/or deliver to the Collateral Agent from time to
time such lists, descriptions and designations of its Collateral, warehouse
receipts, receipts in the nature of warehouse receipts, bills of lading,
documents of title, vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, certificates, reports
and other assurances or instruments and take such further steps relating to the
Collateral and other property or rights covered by the security interest hereby
granted, which the Collateral Agent deems reasonably appropriate or advisable to
perfect, preserve or protect its security interest in the Collateral.

                  Section 4.5. Financing Statements. Each Grantor agrees to
execute and deliver to the Collateral Agent such financing statements, in form
reasonably acceptable to the Collateral Agent, as the Collateral Agent may from
time to time reasonably request or as are reasonably necessary or desirable in
the opinion of the Collateral Agent to establish and maintain a valid,
enforceable, perfected security interest in the Collateral as provided herein
and the other rights and security contemplated hereby. Each Grantor will pay any
applicable filing fees, recordation taxes and related expenses relating to its
Collateral. Each Grantor hereby authorizes the Collateral Agent to file any such
financing statements covering the Collateral without the signature of such
Grantor.

                  Section 4.6. Trademark License. Each Grantor hereby grants to
the Collateral Agent and the Secured Creditors a non-exclusive, perpetual,
world-wide, royalty-free license to use any registered or unregistered
trademarks, service marks, trade names or brand names (the "Marks") owned by
such Grantor, or licensed to such Grantor and used in connection with any
Inventory of such Grantor in connection with any Inventory that the Collateral
Agent has taken possession of, sold, assigned or otherwise liquidated as
provided for under Article V hereof. The Collateral Agent and Secured Creditors
acknowledge that the Marks relating to the Inventory are the property of the
Grantors, or used subject to a license agreement, and that all uses of the Marks
shall inure to the benefit of the Grantors, and that the Collateral Agent and
Secured Creditors will not use the Marks except as provided in this Section 4.6.

                                    ARTICLE V

                 REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

                  Section 5.1. Remedies; Obtaining the Collateral Upon Default.
Each Grantor agrees that, if any Event of Default shall have occurred and be
continuing, then and in every such case, the Collateral Agent, in addition to
any rights now or hereafter existing under applicable law and under the other
provisions of this Agreement, shall have all rights as a secured creditor


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under any UCC, and such additional rights and remedies to which a secured
creditor is entitled under the laws in effect in all relevant jurisdictions and
may:


                  (i) personally, or by agents or attorneys, immediately take
         possession of the Collateral or any part thereof, from such Grantor or
         any other Person who then has possession of any part thereof with or
         without notice or process of law, and for that purpose may enter upon
         such Grantor's premises where any of the Collateral is located and
         remove the same and use in connection with such removal any and all
         services, supplies, aids and other facilities of such Grantor;

                  (ii) instruct the obligor or obligors on any agreement,
         instrument or other obligation (including, without limitation, the
         Accounts) constituting the Collateral to make any payment required by
         the terms of such agreement, instrument or other obligation directly to
         the Collateral Agent and may exercise any and all remedies of such
         Grantor in respect of such Collateral;

                  (iii) sell, assign or otherwise liquidate any or all of the
         Collateral or any part thereof in accordance with Section 5.2 hereof,
         or direct the relevant Grantor to sell, assign or otherwise liquidate
         any or all of the Collateral or any part thereof, and, in each case,
         take possession of the proceeds of any such sale or liquidation;

                  (iv) take possession of the Collateral or any part thereof, by
         directing the relevant Grantor in writing to deliver the same to the
         Collateral Agent at any reasonable place or places designated by the
         Collateral Agent, in which event such Grantor shall at its own expense:

                           (x) forthwith cause the same to be moved to the place
                  or places so designated by the Collateral Agent and there
                  delivered to the Collateral Agent;

                           (y) store and keep any Collateral so delivered to the
                  Collateral Agent at such place or places pending further
                  action by the Collateral Agent as provided in Section 5.2
                  hereof; and

                           (z) while the Collateral shall be so stored and kept,
                  provide such security and maintenance services as shall be
                  reasonably necessary to protect the same and to preserve and
                  maintain it in good condition;

                  (v) apply any monies constituting Collateral or proceeds
         thereof in accordance with the provisions of Section 5.4; and

                  (vi) take any other action as specified in clauses (1) through
         (3), inclusive, of Section 9-607 of the UCC;

it being understood that each Grantor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by such Grantor of said obligation. By
accepting the benefits of this Agreement and each other Security Document, the
Secured Creditors expressly acknowledge and agree that this Agreement and each


                                       10
<PAGE>
other Security Document may be enforced only by the action of the Collateral
Agent acting upon the instructions of the Required Secured Creditors and that no
other Secured Creditor shall have any right individually to seek to enforce this
Agreement or any other Security Document or to realize upon the security to be
granted hereby or thereby, it being understood and agreed that such rights and
remedies may be exercised by the Collateral Agent for the benefit of the Secured
Creditors upon the terms of this Agreement and the other Security Documents.

                  Section 5.2. Remedies; Disposition of the Collateral. If any
Event of Default shall have occurred and be continuing, then any Collateral
repossessed by the Collateral Agent under or pursuant to Section 5.1 hereof and
any other Collateral whether or not so repossessed by the Collateral Agent, may
be sold, assigned, leased or otherwise disposed of under one or more contracts
or as an entirety, and without the necessity of gathering at the place of sale
the property to be sold, and in general in such manner, at such time or times,
at such place or places and on such terms and upon such notice as the Collateral
Agent may, in compliance with any mandatory requirements of applicable law
(including the UCC), determine to be commercially reasonable. Any of the
Collateral may be sold, leased or otherwise disposed of, in the condition in
which the same existed when taken by the Collateral Agent or after any overhaul
or repair at the expense of the relevant Grantor which the Collateral Agent
shall determine to be commercially reasonable. Any such sale, lease or other
disposition may be effected by means of a public disposition or private
disposition, effected in accordance with the applicable requirements (in each
case if and to the extent applicable) of Sections 9-610 through 9-613 of the UCC
and/or such other mandatory requirements of applicable law as may apply to the
respective disposition. The Collateral Agent may, without notice or publication,
adjourn any public or private disposition or cause the same to be adjourned from
time to time by announcement at the time and place fixed for the disposition,
and such disposition may be made at any time or place to which the disposition
may be so adjourned. To the extent permitted by any such requirement of law, the
Collateral Agent may bid for and become the purchaser (and may pay all or any
portion of the purchase price by crediting Obligations against the purchase
price) of the Collateral or any item thereof, offered for disposition in
accordance with this Section 5.2 without accountability to the relevant Grantor.
If, under applicable law, the Collateral Agent shall be permitted to make
disposition of the Collateral within a period of time which does not permit the
giving of notice to the relevant Grantor as hereinabove specified, the
Collateral Agent need give such Grantor only such notice of disposition as shall
be required by such applicable law. Each Grantor agrees to do or cause to be
done all such other acts and things as may be reasonably necessary to make such
disposition or dispositions of all or any portion of the Collateral valid and
binding and in compliance with any and all applicable laws, regulations, orders,
writs, injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales, all at such Grantor's expense.

                  Section 5.3. Waiver of Claims. Except as otherwise provided in
this Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL
AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Grantor hereby further waives,
to the extent permitted by law:


                                       11
<PAGE>
                  (i) all damages occasioned by such taking of possession or any
         such disposition except any damages which are the direct result of the
         Collateral Agent's gross negligence or willful misconduct (as
         determined by a court of competent jurisdiction in a final and
         non-appealable decision);

                  (ii) all other requirements as to the time, place and terms of
         sale or other requirements with respect to the enforcement of the
         Collateral Agent's rights hereunder; and

                  (iii) all rights of redemption, appraisement, valuation, stay,
         extension or moratorium now or hereafter in force under any applicable
         law in order to prevent or delay the enforcement of this Agreement or
         the absolute sale of the Collateral or any portion thereof, and each
         Grantor, for itself and all who may claim under it, insofar as it or
         they now or hereafter lawfully may, hereby waives the benefit of all
         such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Grantor therein and thereto,
and shall be a perpetual bar both at law and in equity against such Grantor and
against any and all Persons claiming or attempting to claim the Collateral so
sold, optioned or realized upon, or any part thereof, from, through and under
such Grantor.

                  Section 5.4. Application of Proceeds. (a) All moneys collected
by the Collateral Agent (or, to the extent the Pledge Agreement or any other
Security Document requires proceeds of collateral under such other Security
Document to be applied in accordance with the provisions of this Agreement, the
Pledgee or Collateral Agent under such other Security Document) upon any sale or
other disposition of the Collateral, together with all other moneys received by
the Collateral Agent hereunder, shall be applied as follows.

                  (i) first, to the payment of all amounts owing the Collateral
         Agent of the type described in clauses (iv), (v) and (vi) of the
         definition of "Obligations";

                  (ii) second, to the extent proceeds remain after the
         application pursuant to the preceding clause (i), to the payment of all
         amounts owing to any Agent of the type described in clauses (vi) and
         (vii) of the definition of "Obligations";

                  (iii) third, to the extent proceeds remain after the
         application pursuant to the preceding clauses (i) and (ii), an amount
         equal to the outstanding Primary Obligations shall be paid to the
         Secured Creditors as provided in Section 5.4(e) hereof, with each
         Secured Creditor receiving an amount equal to its outstanding Primary
         Obligations or, if the proceeds are insufficient to pay in full all
         such Primary Obligations, its Pro Rata Share of the amount remaining to
         be distributed;

                  (iv) fourth, to the extent proceeds remain after the
         application pursuant to the preceding clauses (i) through (iii),
         inclusive, an amount equal to the outstanding Secondary Obligations
         shall be paid to the Secured Creditors as provided in Section 5.4(e)
         hereof, with each Secured Creditor receiving an amount equal to its
         outstanding


                                       12
<PAGE>
         Secondary Obligations or, if the proceeds are insufficient to pay in
         full all such Secondary Obligations, its Pro Rata Share of the amount
         remaining to be distributed; and

                  (v) fifth, to the extent proceeds remain after the application
         pursuant to the preceding clauses (i) through (iv), inclusive, and
         following the termination of this Agreement pursuant to Section 8.8(a)
         hereof, to the relevant Grantor or to whomever may be lawfully entitled
         to receive such surplus.

                  (b) For purposes of this Agreement, (x) "Pro Rata Share" shall
mean, when calculating a Secured Creditor's portion of any distribution or
amount, that amount (expressed as a percentage) equal to a fraction the
numerator of which is the then unpaid amount of such Secured Creditor's Primary
Obligations or Secondary Obligations, as the case may be, and the denominator of
which is the then outstanding amount of all Primary Obligations or Secondary
Obligations, as the case may be, (y) "Primary Obligations" shall mean (i) in the
case of the Loan Document Obligations, all principal of, premium and interest
on, all Loans, all unreimbursed LC Disbursements, the stated amount of all
outstanding Letters of Credit and all Fees, (ii) in the case of the Other
Obligations, all amounts due under the Interest Rate Protection/Currency
Exchange Agreements (other than indemnities, fees (including, without
limitation, attorneys' fees) and similar obligations and liabilities) and (iii)
in the case of Treasury Service Obligations, all principal owed, and interest
on, extensions of credit made in respect of the Treasury Services and (without
duplication) under the Treasury Service Agreement and (z) "Secondary
Obligations" shall mean all Obligations other than Primary Obligations.

                  (c) When payments to Secured Creditors are based upon their
respective Pro Rata Shares, the amounts received by such Secured Creditors
hereunder shall be applied (for purposes of making determinations under this
Section 5.4 only) (i) first, to their Primary Obligations and (ii) second, to
their Secondary Obligations. If any payment to any Secured Creditor of its Pro
Rata Share of any distribution would result in overpayment to such Secured
Creditor, such excess amount shall instead be distributed in respect of the
unpaid Primary Obligations or Secondary Obligations, as the case may be, of the
other Secured Creditors, with each Secured Creditor whose Primary Obligations or
Secondary Obligations, as the case may be, have not been paid in full to receive
an amount equal to such excess amount multiplied by a fraction the numerator of
which is the unpaid Primary Obligations or Secondary Obligations, as the case
may be, of such Secured Creditor and the denominator of which is the unpaid
Primary Obligations or Secondary Obligations, as the case may be, of all Secured
Creditors entitled to such distribution.

                  (d) Each of the Secured Creditors, by their acceptance of the
benefits hereof and of the other Security Documents, agrees and acknowledges
that if the Lender Creditors receive a distribution on account of undrawn
amounts with respect to Letters of Credit issued under the Credit Agreement
(which shall only occur after all outstanding Revolving Loans under the Credit
Agreement and LC Disbursements have been reimbursed in full), such amounts shall
be paid to the Administrative Agent under the Credit Agreement and held by it,
for the equal and ratable benefit of the Lender Creditors, as cash security for
the repayment of Obligations owing to the Lender Creditors as such. If any
amounts are held as cash security pursuant to the immediately preceding
sentence, then upon the termination of all outstanding Letters of Credit under
the Credit Agreement, and after the application of all such cash security to the
repayment of all Obligations owing to the Lender Creditors after giving effect
to the termination of all such


                                       13
<PAGE>
Letters of Credit, if there remains any excess cash, such excess cash shall be
returned by the Administrative Agent to the Collateral Agent for distribution in
accordance with Section 5.4(a) hereof.

                  (e) All payments required to be made hereunder shall be made
(x) if to the Lender Creditors, to the Administrative Agent for the account of
the Lender Creditors, (y) if to the Other Creditors, to the trustee, paying
agent or other similar representative (each a "Representative") for the Other
Creditors or, in the absence of such a Representative, directly to the Other
Creditors and (z) if to the Treasury Service Creditors directly to the Treasury
Service Creditors.

                  (f) For purposes of applying payments received in accordance
with this Section 5.4, the Collateral Agent shall be entitled to rely upon (i)
the Administrative Agent under the Credit Agreements, (ii) the Representative
for the Other Creditors or, in the absence of such a Representative, upon the
Other Creditors and (iii) the Treasury Service Creditors, for a determination
(which the Administrative Agent, each Representative, the Other Creditors and
the Treasury Service Creditors agree (or shall agree) to provide upon request of
the Collateral Agent) of the outstanding Primary Obligations and Secondary
Obligations owed to the Lender Creditors, the Other Creditors or the Treasury
Service Creditors, as the case may be. Unless it has received written notice
from a Lender Creditor, an Other Creditor or a Treasury Service Creditor to the
contrary, the Administrative Agent and each Representative, in furnishing
information pursuant to the preceding sentence, and the Collateral Agent, in
acting hereunder, shall be entitled to assume that no Secondary Obligations are
outstanding. Unless it has written notice from (x) an Other Creditor to the
contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume
that no Interest Rate Protection/Currency Exchange Agreements are in existence
or (y) a Treasury Service Creditor to the contrary, the Collateral Agent, in
acting hereunder, shall be entitled to assume that no Treasury Service
Agreements are in existence.

                  (g) This Agreement is made with full recourse to each Grantor
(including, without limitation, with full recourse to all assets of such
Grantor) and pursuant to and upon all the warranties, representations, covenants
and agreements on the part of such Grantor contained herein, in the other
Secured Debt Agreements and otherwise in writing in connection herewith or
therewith. It is understood that the Grantors shall remain jointly and severally
liable to the extent of any deficiency between the amount of the proceeds of the
Collateral and the aggregate amount of the Obligations.

                  Section 5.5. Remedies Cumulative. Each and every right, power
and remedy hereby specifically given to the Collateral Agent shall be in
addition to every other right, power and remedy specifically given to the
Collateral Agent under this Agreement, the other Secured Debt Agreements or now
or hereafter existing at law, in equity or by statute and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time or simultaneously and as often and in such order as
may be deemed expedient by the Collateral Agent. All such rights, powers and
remedies shall be cumulative and the exercise or the beginning of the exercise
of one shall not be deemed a waiver of the right to exercise any other or
others. No delay or omission of the Collateral Agent in the exercise of any such
right, power or remedy and no renewal or extension of any of the Obligations
shall impair any such right, power or remedy or shall be construed to be a
waiver of any Default or an


                                       14
<PAGE>
acquiescence thereof. No notice to or demand on any Grantor in any case shall
entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Collateral
Agent to any other or further action in any circumstances without notice or
demand. In the event that the Collateral Agent shall bring any suit to enforce
any of its rights hereunder and shall be entitled to judgment, then in such suit
the Collateral Agent may recover reasonable expenses, including reasonable
attorneys' fees, and the amounts thereof shall be included in such judgment.

                  Section 5.6. Discontinuance of Proceedings. In case the
Collateral Agent shall have instituted any proceeding to enforce any right,
power or remedy under this Agreement by foreclosure, sale, entry or otherwise,
and such proceeding shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Collateral Agent, then and in every
such case the relevant Grantor, the Collateral Agent and each holder of any of
the Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under
this Agreement, and all rights, remedies and powers of the Collateral Agent
shall continue as if no such proceeding had been instituted.

                                   ARTICLE VI

                                    INDEMNITY

                  Section 6.1. Indemnity. (a) Each Grantor jointly and severally
agrees to indemnify, reimburse and hold the Collateral Agent, each other Secured
Creditor and their respective successors, assigns, employees, affiliates and
agents (hereinafter in this Section 6.1 referred to individually as
"Indemnitee," and collectively as "Indemnitees") harmless from any and all
liabilities, obligations, damages, injuries, penalties, claims, demands,
actions, suits, judgments and any and all costs, expenses or disbursements
(including reasonable attorneys' fees and expenses) (for the purposes of this
Section 6.1 the foregoing are collectively called "expenses") of whatsoever kind
and nature imposed on, asserted against or incurred by any of the Indemnitees in
any way relating to or arising out of this Agreement, any other Secured Debt
Agreement or any other document executed in connection herewith or therewith or
in any other way connected with the administration of the transactions
contemplated hereby or thereby or the enforcement of any of the terms of, or the
preservation of any rights under any thereof, or in any way relating to or
arising out of the manufacture, ownership, ordering, purchase, delivery,
control, acceptance, lease, financing, possession, operation, condition, sale,
return or other disposition, or use of the Collateral (including, without
limitation, latent or other defects, whether or not discoverable), the violation
of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of
strict liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or property damage), or contract claim; provided
that no Indemnitee shall be indemnified pursuant to this Section 6.1(a) for
losses, damages or liabilities to the extent caused by the gross negligence or
willful misconduct of such Indemnitee (as determined by a court of competent
jurisdiction in a final and non-appealable decision). Each Indemnitee agrees to
use its best efforts to promptly notify the relevant Grantor of any such
assertion of which such Indemnitee has knowledge.


                                       15
<PAGE>
                  (b) Without limiting the application of Section 6.1(a) hereof,
each Grantor agrees, jointly and severally, to pay or reimburse the Collateral
Agent for any and all reasonable fees, costs and expenses of whatever kind or
nature incurred in connection with the creation, preservation or protection of
the Collateral Agent's Liens on, and security interest in, the Collateral,
including, without limitation, all fees and taxes in connection with the
recording or filing of instruments and documents in public offices, payment or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance with respect to the Collateral and all other fees, costs and
expenses in connection with protecting, maintaining or preserving the Collateral
and the Collateral Agent's interest therein, whether through judicial
proceedings or otherwise, or in defending or prosecuting any actions, suits or
proceedings arising out of or relating to the Collateral.

                  (c) Without limiting the application of Section 6.1(a) or (b)
hereof, each Grantor agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any loss, costs, damages and expenses
which such Indemnitee may suffer, expend or incur in consequence of or growing
out of any misrepresentation by any Grantor in this Agreement, any other Secured
Debt Agreement or in any writing contemplated by or made or delivered pursuant
to or in connection with this Agreement or any other Secured Debt Agreement.

                  (d) If and to the extent that the obligations of any Grantor
under this Section 6.1 are unenforceable for any reason, such Grantor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

                  Section 6.2. Indemnity Obligations Secured by Collateral;
Survival. Any amounts paid by any Indemnitee as to which such Indemnitee has the
right to reimbursement shall constitute Obligations secured by the Collateral.
The indemnity obligations of each Grantor contained in this Article VI shall
continue in full force and effect notwithstanding the full payment of all of the
other Obligations and notwithstanding the full payment of all Loans made, under
the Credit Agreement, the termination of all Letters of Credit issued under the
Credit Agreement, the termination of all Interest Rate Protection/Currency
Exchange Agreements entered into with the Other Creditors and all Treasury
Services provided by Treasury Service Creditors, and the payment of all other
Obligations and notwithstanding the discharge thereof.


                                   ARTICLE VII

                                   DEFINITIONS

The following terms shall have the meanings herein specified. Such definitions
shall be equally applicable to the singular and plural forms of the terms
defined.

"Account" shall mean any "account" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York, and in
any event shall include but shall not be limited to, all rights to payment of
any monetary obligation, whether or not earned by performance, (i) for property
that has been or is to be sold, leased, licensed, assigned or


                                       16
<PAGE>
otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a
policy of insurance issued or to be issued, (iv) for a secondary obligation
incurred or to be incurred, (v) for energy provided or to be provided, (vi) for
the use or hire of a vessel under a charter or other contract, (vii) arising out
of the use of a credit or charge card or information contained on or for use
with the card, or (viii) as winnings in a lottery or other game of chance
operated or sponsored by a State, governmental unit of a State, or person
licensed or authorized to operate the game by a State or governmental unit of a
State. Without limiting the foregoing, the term "account" shall include all
Health-Care-Insurance Receivables.

"Administrative Agent" shall have the meaning provided in the recitals of this
Agreement.

"Agreement" shall mean this Security Agreement as the same may be modified,
supplemented or amended from time to time in accordance with its terms.

"Borrower" shall have the meaning provided in the recitals of this Agreement.

"Chattel Paper" shall mean "chattel paper" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York. Without limiting the foregoing, the term "Chattel Paper" shall include all
Tangible Chattel Paper and all Electronic Chattel Paper.

"Class" shall have the meaning provided in Section 8.2 of this Agreement.

"Collateral" shall have the meaning provided in Section 1.1(a) of this
Agreement.

"Collateral Agent" shall have the meaning provided in the first paragraph of
this Agreement.

"Credit Agreement" shall have the meaning provided in the recitals of this
Agreement.

"Default" shall mean any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

"Documents" shall mean "documents" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

"Electronic Chattel Paper" shall mean "electronic chattel paper" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

"Excluded Collateral" shall mean all assets sold or transferred (or purportedly
sold or transferred) to CM Capital pursuant to the Core-Mark Receivables
Facility Documents; PROVIDED that five business days following the earlier of
(i) the 180th day following the Effective Date and (ii) the date of termination
of the Core-Mark Receivables Facility no assets of any Grantor described above
shall constitute Excluded Collateral.

"Event of Default" shall mean any Specified Default under, and as defined in,
the Credit Agreement and shall in any event include, without limitation, any
payment default on any of the Obligations after the expiration of any applicable
grace period.


                                       17
<PAGE>
"Fees" shall mean all amounts payable pursuant to or referred to in Section 2.13
of the Credit Agreement.

"Grantor" shall have the meaning provided in the first paragraph of this
Agreement.

"Health-Care-Insurance Receivable" shall mean any "health-care-insurance
receivable" as such term is defined in the Uniform Commercial Code as in effect
on the date hereof in the State of New York.

"Indemnitee" shall have the meaning provided in Section 6.1(a) of this
Agreement.

"Instrument" shall mean "instrument" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

"Interest Rate Protection/Currency Exchange Agreement" shall have the meaning
provided in the recitals of this Agreement.

"Inventory" shall mean merchandise, inventory and goods, and all additions,
substitutions and replacements thereof and all accessions thereto, wherever
located, together with all goods, supplies, incidentals, packaging materials,
labels, materials and any other items used or usable in manufacturing,
processing, packaging or shipping same, in all stages of production from raw
materials through work in process to finished goods, and all products and
proceeds of whatever sort and wherever located any portion thereof which may be
returned, rejected, reclaimed or repossessed by the Collateral Agent from any
Grantor's customers, and shall specifically include all "inventory" as such term
is defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

"Lender Creditors" shall have the meaning provided in the recitals of this
Agreement.

"Lenders" shall have the meaning provided in the recitals of this Agreement.

"Letter-of-Credit Rights" shall mean "letter-of-credit rights" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

"Liens" shall mean any security interest, mortgage, pledge, lien, claim, charge,
encumbrance, title retention agreement, lessor's interest in a financing lease
or analogous instrument, in, of, or on any Grantor's property.

"Loan Document Obligations" shall have the meaning provided in the definition of
"Obligations" in this Article VII.

"Location" of any Grantor, shall mean such Grantor's "location" as determined
pursuant to Section 9-307 of the UCC.

"Obligations" shall mean and include all of the following:

                  (i) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, with-


                                       18
<PAGE>
         out limitation, principal, premium, interest (including, without
         limitation, all interest that accrues after the commencement of any
         case, proceeding or other action relating to the bankruptcy,
         insolvency, reorganization or similar proceeding of any Grantor at the
         rate provided for in the respective documentation, whether or not a
         claim for post-petition interest is allowed in any such proceeding),
         reimbursement obligations under Letters of Credit, fees, costs and
         indemnities) of each Grantor to the Lender Creditors, whether now
         existing or hereafter incurred under, arising out of, or in connection
         with, the Credit Agreement and the other Loan Documents to which such
         Grantor is a party (including, in the case of each Grantor that is a
         Guarantor, all such obligations, liabilities and indebtedness of such
         Grantor under the Guarantee Agreement) and the due performance and
         compliance by such Grantor with all of the terms, conditions and
         agreements contained in the Credit Agreement and in such other Loan
         Documents (all such obligations, liabilities and indebtedness under
         this clause (i), except to the extent consisting of obligations or
         indebtedness with respect to Interest Rate Protection/Currency Exchange
         Agreements or Treasury Service Obligations, being herein collectively
         called the "Loan Document Obligations");

                  (ii) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, all
         interest that accrues after the commencement of any case, proceeding or
         other action relating to the bankruptcy, insolvency, reorganization or
         similar proceeding of any Grantor at the rate provided for in the
         respective documentation, whether or not a claim for post-petition
         interest is allowed in any such proceeding) owing by such Grantor to
         the Other Creditors under, or with respect to (including, in the case
         of each Grantor that is a Guarantor, all such obligations, liabilities
         and indebtedness of such Grantor under the Guarantee Agreement), each
         Interest Rate Protection/Currency Exchange Agreement, whether such
         Interest Rate Protection/Currency Exchange Agreement is now in
         existence or hereafter arising, and the due performance and compliance
         by such Grantor with all of the terms, conditions and agreements
         contained therein (all such obligations, liabilities and indebtedness
         described in this clause (ii) being herein collectively called the
         "Other Obligations");

                  (iii) the full and prompt payment when due (whether at the
         stated maturity, by acceleration or otherwise) of all obligations,
         liabilities and indebtedness (including, without limitation, all
         interest that accrues after the commencement of any case, proceeding or
         other action relating to the bankruptcy, insolvency, reorganization or
         similar proceeding of any Grantor at the rate provided for in the
         respective documentation, whether or not a claim for post-petition
         interest is allowed in any such proceeding) owing by such Grantor to
         the Treasury Service Creditors under, or with respect to Treasury
         Services (including, in the case of each Grantor that is a Guarantor,
         all such obligations, liabilities and indebtedness of such Grantor
         under the Guarantee Agreement) (all such obligations, liabilities and
         indebtedness described in this clause (iii) being herein collectively
         called the "Treasury Service Obligations");

                  (iv) any and all sums advanced by the Collateral Agent in
         order to preserve the Collateral or preserve its security interest in
         the Collateral;


                                       19
<PAGE>
                  (v) in the event of any proceeding for the collection or
         enforcement of any indebtedness, obligations, or liabilities of such
         Grantor referred to in clauses (i), (ii) and (iii) above, after an
         Event of Default shall have occurred and be continuing, the reasonable
         expenses of retaking, holding, preparing for sale or lease, selling or
         otherwise disposing of or realizing on the Collateral, or of any
         exercise by the Collateral Agent of its rights hereunder, together with
         reasonable attorneys' fees and court costs;

                  (vi) all amounts paid by any Indemnitee as to which such
         Indemnitee has the right to reimbursement under Section 6.1 of this
         Agreement; and

                  (vii) all amounts owing to any Agent pursuant to any of the
         Loan Documents in its capacity as such;

it being acknowledged and agreed that the "Obligations" shall include extensions
of credit of the types described above, whether outstanding on the date of this
Agreement or extended from time to time after the date of this Agreement.

"Other Creditors" shall have the meaning provided in the recitals of this
Agreement.

"Other Obligations" shall have the meaning provided in the definition of
"Obligations" in this Article VII.

"Primary Obligations" shall have the meaning provided in Section 5.4(b) of this
Agreement.

"Pro Rata Share" shall have the meaning provided in Section 5.4(b) of this
Agreement.

"Proceeds" shall mean all "proceeds" as such term is defined in the Uniform
Commercial Code as in effect in the State of New York on the date hereof and, in
any event, shall also include, but not be limited to, (i) any and all proceeds
of any insurance, indemnity, warranty or guaranty payable to the Collateral
Agent or any Grantor from time to time with respect to any of the Collateral,
(ii) any and all payments (in any form whatsoever) made or due and payable to
any Grantor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
governmental authority (or any person acting under color of governmental
authority) and (iii) any and all other amounts from time to time paid or payable
under or on account of any of the Collateral.

"Registered Organization" shall have the meaning provided in the Uniform
Commercial Code as in effect in the State of New York.

"Representative" shall have the meaning provided in Section 5.4(e) of this
Agreement.

"Required Secured Creditors" shall mean (i) except as provided in clauses (ii)
and (iii) below in this definition, the Required Lenders (or, to the extent
provided in Section 9.02 of the Credit Agreement, each of the Lenders), (ii)
after all of the Loan Document Obligations have been paid in full and all
Commitments under the Credit Agreement have been terminated and no further
Commitments may be provided thereunder, the holders of a majority of the Other
Obligations and (iii) after the payment in full of all Loan Document Obligations
and Other Obligations, the holders of a majority of the outstanding principal
amount of Overdraft Obligations.


                                       20
<PAGE>
"Requisite Creditors" shall have the meaning provided in Section 8.2 of this
Agreement.

"Secondary Obligations" shall have the meaning provided in Section 5.4(b) of
this Agreement.

"Secured Creditors" shall have the meaning provided in the recitals of this
Agreement.

"Secured Debt Agreements" shall mean and include this Agreement, the other Loan
Documents, the Interest Rate Protection/Currency Exchange Agreements entered
into with an Other Creditor and the Treasury Service Agreement.

"Supporting Obligations" shall mean any "supporting obligation" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York relating to any Account or Document, now or hereafter owned by
any Grantor, or in which any Grantor has any rights, and, in any event, shall
include, but shall not be limited to all of such Grantor's rights in any
Letter-of-Credit Right or secondary obligation that supports the payment or
performance of, and all security for, any Account or Document related thereto.

"Tangible Chattel Paper" shall mean "tangible chattel paper" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

"Termination Date" shall have the meaning provided in Section 8.8(a) of this
Agreement.

"Transmitting Utility" shall have the meaning provided in the Uniform Commercial
Code as in effect in the State of New York.

"Treasury Service Agreement" shall have the meaning provided in the recitals of
this Agreement.

"Treasury Service Creditors" shall have the meaning provided in the recitals of
this Agreement.

"Treasury Service Obligations" shall have the meaning provided in the definition
of "Obligations" in this Article VII.

"Treasury Services" shall mean treasury, depositary or cash management services
(including, without limitation overnight overdraft services) provided to the
Borrower and its Wholly-Owned Subsidiaries by the Treasury Service Creditors,
and automated clearinghouse transfers of funds to, the Treasury Service
Creditors, in each case pursuant to uncommitted lines of credit.

"UCC" shall mean the Uniform Commercial Code as in effect from time to time in
the relevant jurisdiction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  Section 8.1. Notices. Except as otherwise specified herein,
all notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:


                                       21
<PAGE>
            (a)   if to any Grantor, c/o:

                  Fleming Companies, Inc.
                  1945 Lakepointe Drive
                  Lewisville, Texas  75057
                  Attention:  Treasurer
                  Telephone No.:  (972) 906-8000
                  Telecopier No.:  (972) 906-1530

            (b)   if to the Collateral Agent, at:

                  Deutsche Bank Trust Company Americas
                  31 West 52nd Street
                  New York, NY  10019
                  Attention:  Marguerite Sutton
                  Telephone No.:  (646) 324-2206
                  Telecopier No.:  (646) 324-7456

            (c) if to any Lender Creditor other than the Collateral Agent, at
      such address as such Lender Creditor shall have specified in the Credit
      Agreement;

            (d) if to any Other Creditor, at such address as such Other Creditor
      shall have specified in writing to each Grantor and the Collateral Agent;

            (e) if to any Treasury Service Creditor, at such address as such
      Treasury Service Creditor shall have specified in writing to each Grantor
      and the Collateral Agent;

or at such other address or addressed to such other individual as shall have
been furnished in writing by any Person described above to the party required to
give notice hereunder. All notices and other communication given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt.

                  Section 8.2. Waiver; Amendment. Except as provided in Sections
8.8 and 8.13, none of the terms and conditions of this Agreement may be changed,
waived, modified or varied in any manner whatsoever unless in writing duly
signed by each Grantor directly affected thereby (it being understood and agreed
that, for this purpose, the release or modification of liabilities of any
Grantor hereunder shall be deemed not to affect the remaining, or other,
Grantors) and the Collateral Agent (with the written consent of the Required
Secured Creditors); provided, however, that any change, waiver, modification or
variance affecting the rights and benefits of a single Class of Secured
Creditors (and not all Secured Creditors in a like or similar manner) also shall
require the written consent of the Requisite Creditors of such affected Class.
For the purpose of this Agreement, the term "Class" shall mean each class of
Secured Creditors, i.e., whether (x) the Lender Creditors as holders of the Loan
Document Obligations, (y) the Other Creditors as the holders of the Other
Obligations or (z) the Treasury Service Creditors as holders of the Treasury
Service Obligations. For the purpose of this Agreement, the term "Requisite
Creditors" of any Class shall mean each of (i) with respect to the Loan Document
Obligations, the Required Lenders (or, to the extent provided in Section 9.02 of
the Credit Agreement, each of the Lenders), (ii) with respect to the Other
Obligations, the holders of at least


                                       22
<PAGE>
a majority of all Other Obligations outstanding from time to time and (iii) with
respect to the Treasury Service Obligations, the holders of at least a majority
of the outstanding Treasury Service Obligations.

                  Section 8.3. Obligations Absolute. The obligations of each
Grantor hereunder shall remain in full force and effect without regard to, and
shall not be impaired by, (a) any bankruptcy, insolvency, reorganization,
arrangement, readjustment, composition, liquidation or the like of such Grantor;
(b) any exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement or any other Secured Debt
Agreement; or (c) any amendment to or modification of any Secured Debt Agreement
or any security for any of the Obligations; whether or not such Grantor shall
have notice or knowledge of any of the foregoing.

                  Section 8.4. Successors and Assigns. This Agreement shall be
binding upon each Grantor, the Collateral Agent and the other Secured Creditors
and their respective successors and assigns (although no Grantor may assign its
rights and obligations hereunder except in accordance with the provisions of the
Secured Debt Agreements) and shall inure to the benefit of each Grantor, the
Collateral Agent and the other Secured Creditors and their respective successors
and assigns. All agreements, statements, representations and warranties made by
each Grantor herein or in any certificate or other instrument delivered by such
Grantor or on its behalf under this Agreement shall be considered to have been
relied upon by the Secured Creditors and shall survive the execution and
delivery of this Agreement and the other Secured Debt Agreements regardless of
any investigation made by the Secured Creditors or on their behalf.

                  Section 8.5. Headings Descriptive. The headings of the several
sections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

                  Section 8.6. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;
WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH
GRANTOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK
JURISDICTION OVER SUCH GRANTOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS JURISDICTION
OVER SUCH GRANTOR. EACH GRANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY


                                       23
<PAGE>
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH GRANTOR AT ITS
ADDRESS FOR NOTICES AS PROVIDED IN SECTION 8.1 ABOVE, SUCH SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH GRANTOR HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT UNDER
THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY GRANTOR IN ANY OTHER JURISDICTION.

                  (b) EACH GRANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  Section 8.7. Grantor's Duties. It is expressly agreed,
anything herein contained to the contrary notwithstanding, that each Grantor
shall remain liable to perform all of the obligations, if any, assumed by it
with respect to the Collateral and the Collateral Agent shall not have any
obligations or liabilities with respect to any Collateral by reason of or
arising out of this Agreement except as expressly provided otherwise under
Article 9 of the UCC in connection with its enforcement of the Collateral
Agent's rights with respect to the Collateral, nor shall the Collateral Agent be
required or obligated in any manner to perform or fulfill any of the obligations
of any Grantor under or with respect to any Collateral.

                  Section 8.8. Termination; Release. (a) On the Termination
Date, this Agreement shall terminate (provided that all indemnities set forth
herein including, without limitation in Section 6.1 hereof, shall survive such
termination) and the Collateral Agent, at the request and expense of the
respective Grantor, will promptly execute and deliver to such Grantor a proper
instrument or instruments (including Uniform Commercial Code termination
statements on form UCC-3) acknowledging the satisfaction and termination of this
Agreement, and will duly assign, transfer and deliver to such Grantor (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Collateral Agent and as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement. As used in
this Agreement, "Termination Date" shall mean the date upon which all of the
Commitments


                                       24
<PAGE>
under the Credit Agreement have been terminated and no further Commitments may
be provided pursuant thereto and all Interest Rate Protection/Currency Exchange
Agreements entered into with any Other Creditor have been terminated, no
promissory notes issued pursuant to the Credit Agreement are outstanding, all
Loans thereunder have been repaid in full, all Letters of Credit issued under
the Credit Agreement have been terminated, all Treasury Services have been
terminated and all outstanding obligations thereunder and under the Treasury
Service Agreement have been repaid in full and all Obligations then due and
payable have been paid in full.

                  (b) In the event that any part of the Collateral is sold,
transferred or otherwise disposed of (other than to the Borrower or a Guarantor)
in accordance with the Credit Agreement or is otherwise released with the
consent of the Required Secured Creditors and the proceeds of such sale,
transfer or other disposition, or from such release, are applied in accordance
with the provisions of the Credit Agreement, to the extent required to be so
applied, such Collateral will be sold, transferred or otherwise disposed of free
and clear of the Liens created by this Agreement, and the Collateral Agent, at
the request and expense of the relevant Grantor, will duly and promptly assign,
transfer and deliver to such Grantor (without recourse and without any
representation or warranty) such of the Collateral as is then being (or has
been) so sold, transferred or otherwise disposed of, or released, and as may be
in the possession of the Collateral Agent and has not theretofore been released
pursuant to this Agreement. Furthermore, upon the release of any Guarantor from
the Guarantee Agreement in accordance with the provisions thereof, such Grantor
(and the Collateral at such time assigned by the respective Grantor pursuant
hereto) shall be released from this Agreement.

                  (c) At any time that a Grantor desires that the Collateral
Agent take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 8.8(a) or (b), such Grantor shall deliver to
the Collateral Agent a certificate signed by a Financial Officer stating that
the release of the respective Collateral is permitted pursuant to such Section
8.8(a) or (b). At any time that the Borrower or the respective Grantor desires
that a Subsidiary of the Borrower which has been released from the Guarantee
Agreement be released hereunder as provided in the last sentence of Section
8.8(b), it shall deliver to the Collateral Agent a certificate signed by a
Financial Officer stating that the release of the respective Grantor (and its
Collateral) is permitted pursuant to such Section 8.8(b).

                  Section 8.9. Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with each
Grantor and the Collateral Agent.

                  Section 8.10. Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  Section 8.11. The Collateral Agent. The Collateral Agent will
hold in accordance with this Agreement all items of the Collateral at any time
received under this Agreement. It is


                                       25
<PAGE>
expressly understood and agreed that the obligations of the Collateral Agent as
holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement and in Annex E hereto. The Collateral
Agent shall act hereunder on the terms and conditions set forth herein and in
Annex E hereto.

                  Section 8.12. Additional Grantors. It is understood and agreed
that any Guarantor that desires to become a Grantor hereunder, or is required to
execute a counterpart of this Agreement after the date hereof pursuant to the
requirements of the Credit Agreement or any other Loan Document, shall become a
Grantor hereunder by executing a counterpart hereof and delivering same to the
Collateral Agent, or by executing a joinder agreement in form and substance
satisfactory to the Administrative Agent, (y) delivering supplements to Annexes
A through D, inclusive, hereto as are necessary to cause such Annexes to be
complete and accurate with respect to such additional Grantor on such date and
(z) taking all actions as specified in this Agreement as would have been taken
by such Grantor had it been an original party to this Agreement, in each case
with all documents required above to be delivered to the Collateral Agent and
with all documents and actions required above to be taken to the reasonable
satisfaction of the Collateral Agent.

                  Section 8.13. Acknowledgment. It is understood and agreed that
in order for a Treasury Service Creditor to receive the benefits of the Security
Documents, such Treasury Service Creditor shall have executed an acknowledgment
of the terms and conditions of the Security Documents and delivered same to the
Collateral Agent.

                                      * * *


                                       26
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be executed and delivered by their duly authorized officers as of
the date first above written.




                                       FLEMING COMPANIES, INC., as a Grantor




                                       By: /s/ Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Senior Vice President and
                                                  Secretary


                                       ABCO FOOD GROUP, INC., as a Grantor




                                       By: /s/ James R. Vaughan
                                           --------------------------------
                                           Name:  James R. Vaughan
                                           Title: President


                                       ABCO MARKETS INC., as a Grantor




                                       By: /s/ Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       ABCO REALTY CORP., as a Grantor




                                       By: /s/ Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       i
<PAGE>
                                       AG, L.L.C., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary



                                       ii
<PAGE>
                                       AMERICAN LOGISTICS GROUP, INC., as a
                                          Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       BAKER'S FOOD GROUP, INC., as a Grantor



                                       By: /s/James R. Vaughan
                                           --------------------------------
                                           Name:  James R. Vaughan
                                           Title: President


                                       CARDINAL WHOLESALE, INC., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary



                                      iii
<PAGE>
                                       DUNIGAN FUELS, INC., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       FAVAR CONCEPTS, LTD., as a Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       FLEMING FOODS MANAGEMENT CO., L.L.C.,
                                          as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       FLEMING FOODS OF TEXAS, L.P., as a
                                          Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       iv
<PAGE>
                                       FLEMING INTERNATIONAL LTD., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary



                                       v
<PAGE>
                                       FLEMING SUPERMARKETS OF FLORIDA, INC.,
                                          as a Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       FLEMING TRANSPORTATION SERVICE, INC.,
                                          as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       FLEMING WHOLESALE, INC., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       FOOD 4 LESS BEVERAGE COMPANY, INC., as
                                          a Grantor




                                       By: /s/Charles Hall
                                           --------------------------------
                                           Name:  Charles Hall
                                           Title: President


                                       vi
<PAGE>
                                       FUELSERV, INC., as a Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                      vii
<PAGE>
                                       GATEWAY INSURANCE AGENCY, INC., as a
                                           Grantor


                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       HEAD DISTRIBUTING COMPANY, as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       LAS, INC., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       MINTER-WEISMAN CO., as a Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       PIGGLY WIGGLY COMPANY, as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary

                                      viii
<PAGE>
                                       PROGRESSIVE REALTY, INC., as a Grantor


                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       RAINBOW FOOD GROUP, INC., as a Grantor




                                       By: /s/James R. Vaughan
                                           --------------------------------
                                           Name:  James R. Vaughan
                                           Title: President


                                       RETAIL INVESTMENTS, INC., as a Grantor



                                       By: /s/James R. Vaughan
                                           --------------------------------
                                           Name:  James R. Vaughan
                                           Title: President


                                       RETAIL SUPERMARKETS, INC., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary



                                       ix
<PAGE>
                                       RFS MARKETING SERVICES, INC., as a
                                          Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       RICHMAR FOODS, INC., as a Grantor




                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary


                                       SCRIVNER TRANSPORTATION, INC., as a
                                          Grantor



                                       By: /s/Carlos M. Hernandez
                                           --------------------------------
                                           Name:  Carlos M. Hernandez
                                           Title: Secretary



                                       x
<PAGE>
                                       CORE-MARK INTERNATIONAL, INC., as a
                                          Grantor




                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                       CORE-MARK INTERRELATED COMPANIES, INC.,
                                          as a Grantor


                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                       CORE-MARK MIDCONTINENT, INC., as a
                                          Grantor




                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                       C/M PRODUCTS, INC., as a Grantor




                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                       xi
<PAGE>
                                       ASI OFFICE AUTOMATION, INC., as a
                                          Grantor


                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                       EA MORRIS DISTRIBUTORS, LTD., as a
                                          Grantor


                                       By: /s/Bill Prokop
                                           --------------------------------
                                           Name:  Bill Prokop
                                           Title: President


                                       GENERAL ACCEPTANCE CORPORATION, as a
                                          Grantor




                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                       MARQUISE VENTURES COMPANY, INC., as a
                                          Grantor




                                       By: /s/Leo F. Korman
                                           --------------------------------
                                           Name:  Leo F. Korman
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Secretary


                                      xii
<PAGE>
Accepted and Agreed to:

DEUTSCHE BANK TRUST
COMPANY AMERICAS,
  as Collateral Agent


By: /s/ Marguerite Sutton
    --------------------------------------
    Name:   Marguerite Sutton
    Title:  Vice President


Acknowledged and Agreed (with
respect to the Security Documents):

JPMORGAN CHASE BANK,
  as the initial Treasury Service Creditor


By: /s/ Teri Streusand
    --------------------------------
    Name:   Teri Streusand
    Title:  Vice President


                                      xiii