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                                                              EXHIBIT 10.21

                        RELEASE AND SETTLEMENT AGREEMENT
                        

          THIS RELEASE AND SETTLEMENT AGREEMENT  ("Agreement") is made and 
entered into this 18th day of July, 1997 by and between Rykoff-Sexton, Inc. 
(hereinafter "the Company") and Frank H. Bevevino (hereinafter "Mr. 
Bevevino").

                                   WITNESSETH:
                                   

          WHEREAS, the Company and Mr. Bevevino entered into a certain 
Employment Agreement dated as of May 17, 1996 ("Employment Agreement"); and

          WHEREAS, the Company and Mr. Bevevino entered into a certain Change 
In Control Agreement dated as of June 10, 1997 ("Change In Control 
Agreement"); and
          
          WHEREAS, Mr. Bevevino has tendered his resignation as President of 
the Company; and

          WHEREAS, the Company and Mr. Bevevino have agreed to resolve all
matters between them, except as otherwise expressly set forth herein; and

          WHEREAS, the Company and Mr. Bevevino wish to enter into an 
agreement that is binding on each of them; and

          WHEREAS, Mr. Bevevino understands and agrees that the Company's 
willingness to enter into this Agreement is conditioned on Mr. Bevevino's 
agreement to be bound by various provisions, including, but not limited to, 
non-competition, non-solicitation, non-disparagement and release provisions; 
and
          
          WHEREAS, the parties intend and agree that various provisions, 
including but not limited to, non-competition, non-solicitation, 
non-disparagement and release provisions, inure to the benefit of and may be 
enforced by the Company's successors and assigns; and

          WHEREAS, the Company has accepted Mr. Bevevino's resignation;

          NOW, THEREFORE, in consideration of the mutual covenants and 
promises of the parties to this Agreement, including but not limited to the 
Company's agreement to pay Mr. Bevevino, subsequent to his resignation, the 
payments described in this Agreement, the Company and Mr. Bevevino agree as 
follows:

          1    RESIGNATIONS.  Mr. Bevevino hereby submits and the Company 
hereby accepts his irrevocable written resignation as President, as an 
employee of the Company, and as a director and officer of the Company's 
subsidiaries and affiliates

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(except that Mr. Bevevino has not resigned as a member of the Board of 
Directors of the Company), effective as of July 22, 1997 (hereinafter the 
"Termination Date").  From and after the Termination Date, Mr. Bevevino shall 
no longer be an elected officer of the Company or an officer or director of 
any of its subsidiaries or affiliates and, except for the purposes of the 
indemnification set forth in Section 13 of this Agreement, shall not for any 
purpose be considered to be or treated as an elected officer of the Company 
or an officer or director of any of its subsidiaries or affiliates.  For 
purposes of the exercise by Mr. Bevevino of stock options under the Company's 
stock option plans, Mr. Bevevino's employment with the Company shall be 
deemed to have been terminated without cause (as defined in the applicable 
plan).

          2    SEVERANCE PAYMENTS.

          (a)  The Company and Mr. Bevevino agree that he shall receive the 
following in connection with his termination:  

               (i)  Severance payments in the amount of $600,000 per year, 
less applicable withholding, payable in accordance with the Company's regular 
payroll schedule, for a period beginning on the Termination Date and ending 
on May 17, 2001.  In the event of Mr. Bevevino's death prior to May 17, 2001, 
the remaining payments shall be paid to Mr. Bevevino's designated beneficiary 
or, if none, then to his estate;

               (ii)  Continuation, until May 17, 2001, of (A) benefits from 
all employee welfare benefit plans in which Mr. Bevevino was entitled to 
participate immediately prior to the Termination Date, as such plans may be 
amended and replaced from time to time, (B) his car allowance in the current 
amount and membership in the Fox Hill Country Club and the Westmoreland 
County Club, and (C) after May 17, 2001 Mr. Bevevino may elect to continue 
health coverage at his cost and to the extent available under the 
Consolidated Omnibus Reconciliation Act of 1985 ("COBRA");

               (iii)  As of the Termination Date, all of Mr. Bevevino's 
outstanding stock options as set forth in Exhibit A shall become immediately 
exercisable and shall be honored by the Company in accordance with their 
respective terms and Mr. Bevevino's converted bonus shares and premium shares 
listed on Exhibit A shall vest;

               (iv)  Extension by the Company by one year of the maturity 
date on that certain Tax Note with a current balance of approximately 
$275,000;

               (v)  The forgiveness by the Company of the Tax Note together 
with accrued interest thereon one year from the date hereof, provided that 
Mr. Bevevino has fulfilled his obligations pursuant to Section 6 below;

               (vi)  The Company's agreement to execute employment agreements 
in the form attached hereto as Exhibit B, with John Bevevino, Thomas Bevevino 
and Michael Cramton which provide for continued base salary and benefits for 
a period of one year upon a non-cause/good reason termination of their 
employment;

                                       2

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               (vii)  The Company's agreement to make charitable 
contributions, in cash or in kind, directly to the Luzerne Foundation for 
administrative support at an annual rate of at least $100,000 in value in 
1997, 1998, 1999, 2000 and 2001, which agreement shall be evidenced by the 
Company's delivery of a letter to the Luzerne Foundation which in substance 
provides for the benefits set forth in Exhibit C;

               (viii)  Mr. Bevevino shall be entitled to continue to use an 
aircraft owned by the Company for twenty hours per year, until May 17, 2001, 
to the extent that the Company continues to own and operate an aircraft 
provided, however, that the Company reserves the right to provide Mr. 
Bevevino with the economic equivalent of use of the aircraft instead of use 
of the aircraft.  For purposes of this Section 2(a)(vii), "economic 
equivalent" shall mean the cost to the Company of operating its own aircraft;

               (ix)  Access to the secretarial services of Ms. Peggy Hamilton 
for a period of ninety days after execution of this Agreement; and

               (x)  Payment of Mr. Bevevino's Fourth Quarter Bonus for the 
time period ending on June 27, 1997.

          (b)  With respect to the payments and benefits described in (i) 
through (x) above, Mr. Bevevino acknowledges that to the extent any of those 
benefits constitute income, they shall be treated as such by the Company 
through issuance of appropriate notices, including Forms 1099, and Mr. 
Bevevino agrees that he shall be solely responsible for any tax liability 
that is imposed in connection with these payments and benefits.  The parties 
agree that the payments and benefits described in (i) through (x) above are 
not subject to any special excise tax, and the Company agrees that it is its 
current understanding and intent that the charitable contributions described 
in (vii) above are not taxable income to Mr. Bevevino, and intends to file 
all related documents consistent with those positions, provided, however, 
that the Company, its successors and assigns, shall not have liability to or 
be required to indemnify Mr. Bevevino under any circumstances for any special 
excise tax or other withholding obligations.  If the Company, or its 
successors or assigns, later determines that the payments described in (vii) 
above constitute taxable income to Mr. Bevevino, the Company will notify Mr. 
Bevevino of such determination, and upon Mr. Bevevino's written request, 
discontinue such payments.

          (c)  From and after the Termination Date, Mr. Bevevino shall have 
no obligation to mitigate damages, to seek or obtain other employment, or to 
provide services on a self-employed basis, nor shall the amounts payable to 
Mr. Bevevino under this Agreement be reduced by any amounts earned by Mr. 
Bevevino; provided, however, that Mr. Bevevino's coverage under the Company's 
welfare benefit plans will terminate when Mr. Bevevino becomes eligible to be 
covered under any employee benefit plan made available by another employer 
and covering the same type of benefits (without exclusion for pre-existing 
conditions).  Mr. Bevevino shall notify the Company within thirty (30) days 
after the commencement of any such benefits.

                                       3

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          3    RELEASE.  (a) As a condition to the Company's performance of 
this Agreement, except as provided in subsection (c) of this Section 3, Mr. 
Bevevino, on behalf of himself, and his heirs, executors, administrators, 
successors, agents and assigns, hereby

               (i)  acknowledges that the payments and continuing benefits 
set forth in Section 2(a) constitute valid consideration for this Agreement, 
satisfy in full any and all of Mr. Bevevino's rights with respect to the 
Employment Agreement, the Change In Control Agreement, the Performance Share 
Plan Agreement under the Company's Long Term Performance Compensation Program 
(Amended and Restated as of June 24, 1996), the Performance Share Award 
Agreement, all other agreements between Mr. Bevevino and the Company, made on 
or prior to the Termination Date, Mr. Bevevino's employment with the Company, 
its successors and assigns, accrued through the Termination Date, the 
termination of such employment, and the discharge in full of all of the 
obligations of the Company, its successors and assigns, to Mr. Bevevino 
including, without limitation, salary or vested or accrued vacation pay, 
bonuses, benefits, perquisites and any amounts payable under any other plan, 
policy or agreement entered into, provided by or relating to the Company, its 
successors and assigns; and

               (ii) fully releases and forever discharges the Company, JP 
Foodservice, Inc. and their respective past, present and future affiliates, 
divisions, subsidiaries, facilities, parents, predecessors, successors and 
assigns, and each of their officers, directors, managers, shareholders, 
agents, representatives, attorneys and employees, (hereinafter collectively 
referred to as the "Released Parties"), from any claims, demands, 
liabilities, obligations, charges, damages and causes of action, known or 
unknown, fixed or contingent, suspected or unsuspected, which occurred or 
arose or which relate to, are in connection with, or are in consequence of, 
any act, failure to act, decision, matter, event, occurrence, or thing 
whatsoever arising from the beginning of time up to and including the 
Effective Date set forth in Section 9 with respect to Mr. Bevevino's position 
as an employee, stockholder, officer, director, member of the Board of 
Directors of the Company, and every other capacity of Mr. Bevevino 
whatsoever, or with respect to his employment or termination of employment 
with the Company, its successors and assigns, or any policy, practice, plan 
or program of the Company, its successors or assigns, or which may be based 
upon, related to, or connected therewith, including, but not limited to, any 
claim or action under any of the following (as amended):  Title VII of the 
Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor 
Relations Act, the Fair Labor Standards Act, the Employee Retirement Income 
Security Act, the Labor Management Relations Act, the Age Discrimination in 
Employment Act ("ADEA"), the Older Workers Benefit Protection Act, the Civil 
Rights Act of 1991, the Worker Adjustment and Retraining Notification Act, 
the Americans with Disabilities Act, the Pennsylvania Human Rights Act, the 
Pennsylvania Wage Payment and Collection Act, all federal, state and local 
antidiscrimination statutes, federal common law, state common law, and/or any 
federal, state or local statute, law, ordinance, regulation or order, and 
claims under any express or implied contract which Mr. Bevevino or his heirs, 
executors, administrators, successors, agents or assigns may

                                       4

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claim exist or existed with the Company, its successors or assigns, or 
against any of the Released Parties.

               (iii)  agrees that the release set forth in this Section 
3(a)(ii) shall also specifically and expressly apply to and forever discharge 
any claims, demands, liabilities, obligations, charges, damages and causes of 
action, known or unknown, fixed or contingent, suspected or unsuspected, 
whether as an employee, shareholder, officer, director, or member of the 
Board of Directors of the Company, and every other capacity, relating in any 
way to:  (a) the Approval of the Board of Directors of the Company to merge 
with JP Foodservice, Inc. ("Company Merger Approval"); (b) the Approval by 
the Board of Directors of JP Foodservice, Inc. to merge with the Company ("JP 
Merger Approval"); (c) the Agreement and Plan of Merger by and among JP 
Foodservice, Inc., Hudson Acquisition Corp. and Rykoff-Sexton, Inc. dated as 
of June 30, 1997 ("Merger Agreement"); (d) the merger between the Company and 
JP Foodservice, Inc. ("Merger"); (e) the Exchange of Stock between the 
Company and JP Foodservice, Inc. in connection with the Merger; and (f) any 
act, failure to act, decision, approval, rejection, denial, matter, event, 
occurrence or thing whatsoever by the Company, its successors or assigns, 
arising from, related to, resulting from, as a consequence of, or in 
connection with the Company Merger Approval, JP Merger Approval, the Merger 
Agreement, the Merger or the Exchange of Stock, provided, however that 
nothing herein shall affect Mr. Bevevino's rights to receive the 
consideration provided in the Merger Agreement in respect of his shares upon 
the closing of the Merger on the same basis as all other stockholders.

          (b)  Mr. Bevevino covenants and agrees never to commence, 
voluntarily aid in any way, prosecute, or authorize to be commenced against 
any other party, any action or other proceeding based upon any claims, 
demands, causes of action, obligations, damages, or liabilities which are 
being released by this Agreement. Mr. Bevevino declares that, prior to the 
execution of this Agreement, he has apprised himself of sufficient relevant 
data, either through experts or other sources of his own selection, in order 
that he might intelligently exercise his judgment in deciding whether to 
execute, and in deciding on the contents of, this Agreement.  Mr. Bevevino 
further declares that his decision is not predicated on or influenced by any 
declaration or representations of the Company, its successors or assigns, or 
any predecessors in interest.  Mr. Bevevino states that the contents of this 
Agreement have been explained to him by his counsel and that this document is 
executed voluntarily with full knowledge of its significance.

          (c)  Except as expressly set forth herein, this Agreement 
supersedes the Employment Agreement, the Change In Control Agreement, the 
Performance Share Plan Agreement under the Company's Long Term Performance 
Compensation Program (Amended and Restated as of June 24, 1996), the 
Performance Share Award Agreement, and all other agreements between Mr. 
Bevevino and the Company, its successors or assigns made on or prior to the 
Termination Date, provided, however, that this release does not affect any 
rights that Mr. Bevevino may have (i) under applicable law which cannot be 
waived pursuant to this Agreement; or (ii) pursuant to this Agreement.

                                       5

<PAGE>

          (d)  Subject to the provisions of Section 13(b), the Company and 
its subsidiaries hereby fully release and forever discharge Mr. Bevevino, and 
his heirs, executors, administrators, successors and assigns, from any and 
all claims, demands, liabilities, obligations, charges, damages and causes of 
action, known or unknown, fixed or contingent, suspected or unsuspected, with 
respect to Mr. Bevevino's employment or directorship with the Company or its 
subsidiaries arising from the beginning of time up to and including the 
Effective Date set forth in Section 9, including, notwithstanding the 
exclusions set forth below, those arising from disclosures, if any, made by 
Mr. Bevevino relating to the existence and terms of the Merger.  This release 
shall not include or extend to (i) any liability for presently unknown acts 
of Mr. Bevevino finally determined by a court to violate federal, state or 
local law, including, but not limited to, state and federal securities laws; 
(ii) any liability for presently unknown acts of Mr. Bevevino which 
constitute fraud; (iii) any rights or obligations under applicable law which 
cannot be waived or released pursuant to this Agreement; or (iv) any rights 
or remedies the Company, its successors or assigns, may have under this 
Agreement.  When used herein, and in Section 13(b) below, the phrase 
"presently unknown acts" shall mean the specific acts for which the majority 
of either the Executive Committee (excluding Mr. Bevevino) or the Board of 
Directors of the Company (excluding Mr. Bevevino) did not have actual 
knowledge on or before July 18, 1997, but does not include the specific acts 
described in the letter from Mark Van Stekelenburg to Phillip H. Werner dated 
July 18, 1997, identified as a letter pursuant to Section 3(d) of Release and 
Settlement Agreement dated July 18, 1997.

          4    NO ADMISSION.  Nothing in this Agreement shall be construed as 
an admission by any party as to any liability.

          5    NON-DISPARAGEMENT AND OTHER MATTERS.  (a)  Except as may be 
required by law, Mr. Bevevino agrees that he shall:

          (i)  not waive any privileges or confidences that the Company, its 
successors or assigns may have with respect to any information or 
communications with its attorneys or accountants;

          (ii)  not disclose to any person the terms of this Agreement 
excepting disclosures to (A) Mr. Bevevino's immediate family members; (B) 
persons undertaking an evaluation of Mr. Bevevino for purposes of extending 
credit to him; and (C) Mr. Bevevino's attorneys, accountants and financial 
advisors; and (D) as may be necessary to enforce the terms of this Agreement.

          (iii) not encourage or promote litigation against the Company, its 
successors or assigns;

          (iv)  not communicate with any person, or the attorney or 
representative of any person, who Mr. Bevevino reasonably believes to be 
contemplating or pursuing litigation against the Company, its successors or 
assigns.  Nothing contained herein shall be deemed to prohibit Mr. Bevevino 
from communicating (A) with any attorney

                                       6
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regarding his personal affairs; and (B) responding to, and complying with, 
any subpoena served upon Mr. Bevevino; provided, however, that Mr. Bevevino 
shall first notify the Company immediately of his receipt of any such 
subpoena pursuant to Section 14(f) by facsimile and overnight carrier;

          (v)  cooperate with the Company, its successors and assigns, in: 
(A) its investigation, defense or prosecution of any potential or actual 
claim, charge or suit, or investigation by or against the Company, its 
successors or assigns; and (B) any inquiry, review or investigation of 
business matters or undertakings of the Company, its successors or assigns.  
As used herein, the term "cooperate" means:  (A) making himself available 
from time to time for meetings with counsel to the Company, its successors 
and assigns at the Company's reasonable request; (B) not communicating with 
parties known to be adverse to the Company, its successors or assigns, or 
their counsel, except by way of deposition or trial testimony, or purely 
social communications; (C) making himself available for depositions and trial 
testimony upon the reasonable instruction of counsel to the Company, it 
successors or assigns; and (D) executing those documents and truthful 
affidavits requested from time to time by counsel to the Company, its 
successors or assigns.  The Company agrees to reimburse Mr. Bevevino for 
reasonable out of pocket expenses including for travel, hotel and meal 
expenses, incurred in connection with his cooperation under this Section 
5(a)(v); and

          (vi)  to take affirmative steps at the reasonable request of the 
Company (such steps to be specified by the Company and reasonably acceptable 
to Mr. Bevevino) (i) to encourage key employees of the Company, its 
successors and assigns, to remain with the Company, its successors or 
assigns, despite Mr. Bevevino's departure, and (ii) to negate any negative 
impact that his departure may cause.

     (b)  From and after the date of this Agreement, neither party shall make 
any public statements, whether written or oral, or any other statements which 
such party reasonably believes are likely to become public, which statements 
disparage or defame the other party.

          6    ADDITIONAL COVENANTS OF MR. BEVEVINO.

          (a)  ACKNOWLEDGEMENT.  Mr. Bevevino recognizes and acknowledges 
that his employment relationship with the Company has been extraordinary in 
that, among other things, he has been President of the Company since May 17, 
1996, and prior to that time, he was Chief Executive Officer and Chairman of 
the Board of Directors of U.S. Foodservice, Inc., which was acquired by the 
Company on or about May, 1996.  In those positions, Mr. Bevevino had primary 
responsibility for the management of the food service distribution and 
manufacturing operations of the Company and its predecessor.  Mr. Bevevino 
acknowledges that, in those positions, he had access to and developed 
confidential or proprietary business information; customer information and 
lists; costs; prices; earnings; systems; operating procedures; merchandising 
and marketing plans; and methods; the terms of agreement with employees, 
customers and/or suppliers; personal training and development programs; 
prospective and executed contracts and other

                                       7

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business information of the Company, its successors and assigns methods and 
strategies; product development ideas and strategies; financial results; 
strategic plans; proprietary computer and systems software; and other 
important information relating to the Company and JP Foodservice Inc.  
Because of that extraordinary relationship and in consideration of the 
covenants, undertakings and promises of the Company set forth in this 
Agreement, Mr. Bevevino accepts and agrees to be bound by the covenants set 
forth in this Agreement including but not limited to the promises of this 
Section 6.  Mr. Bevevino understands that the Company would not enter into 
this Agreement if Mr. Bevevino did not expressly agree to each of the 
covenants, undertakings and promises set forth herein, including but not 
limited to the provisions of this Section 6.  Mr. Bevevino acknowledges the 
broad scope of the covenants in this Section 6, but agrees that such 
covenants are reasonable in light of the scope of the duties he performed for 
the Company and the extraordinary relationship he had with the Company and 
its predecessor. Mr. Bevevino further acknowledges and agrees that the 
covenants contained in this Agreement do not unreasonably restrict his 
employment opportunities or unduly burden or deprive him financially.

          (b)  COMPETITION.  During the period from the Termination Date 
through May 17, 2001 (hereinafter referred to as the "Restricted Period"), 
Mr. Bevevino shall not, directly or indirectly, own, manage, operate, join or 
control, or participate in the ownership, management, operation or control 
of, or be a proprietor, director, officer, stockholder, member, partner or an 
employee or agent of, or a consultant to, any business, firm, corporation, 
partnership or other entity anywhere in the United States of America 
(including, without limitation, SYSCO Corporation, Alliant (formerly Kraft) 
Corporation, JP Foodservice, Inc., PYA/Monarch, MBM Corporation, ProSource, 
Inc., Ameriserve, Inc. and Marriott Distribution Services) which engages in 
the Restricted Business as defined in Section 10 of the Employment Agreement, 
including but not limited to the current business conducted by JP 
Foodservice, Inc.  For purposes of this Section, the term "ownership" does 
not include ownership of less than a 5% passive interest in such business, 
firm, corporation, partnership or other entity.

          (c)  SOLICITATION OF CUSTOMERS.  During the Restricted Period, Mr.
Bevevino shall not, directly or indirectly, for his own account or as
proprietor, stockholder, member, partner, director, officer, employee, agent or
otherwise for or on behalf of any person, business, firm, corporation,
partnership or other entity other than the Company, its successors or assigns,
sell, broker or solicit or assist in the offer to sell, broker or solicit, any
orders for the purchase of any foodstuffs or other products sold by the Company,
its successors or assigns during the "Measuring Period", which is the three year
period preceding the date of termination of employment with the Company
(hereinafter referred to as "Products") to or from any person, corporation or
other entity which was a customer of the Company, its successors or assigns at
any time during the Measuring Period.  For purposes of this Agreement, 
"customer of the Company" means and includes: (i) any and all persons, business,
corporations, partnerships or other entities which during the Measuring Period
and/or the Restricted Period (A) have done business with the Company, its
successors or assigns, as a customer, (B) have been contacted by the Company,
its successors or assigns, for the purpose of purchasing

                                       8

<PAGE>

products or services, or (C) have preexisting business relationships and/or 
dealings with Mr. Bevevino when his employment with the Company terminates; 
and (ii) all persons, businesses, corporations, partnerships or other 
business, entities which control, or are controlled by the same person, 
corporation, partnership or other entity which controls any such customer of 
the Company, its successors or assigns.  For purposes of this Agreement, 
"customers" includes food service brokers, prospective customers and referral 
sources of customers.

          (d)  SOLICITATION OF EMPLOYEES.  During the Restricted Period, Mr. 
Bevevino shall not, directly or indirectly, for his own account or as 
proprietor, stockholder, partner, director, officer, employee, agent or 
otherwise for or on behalf of any person, business, firm, corporation, 
partnership or other entity other than the Company, solicit any person who, 
at any time during the three-month period prior to the Effective Date and at 
any time thereafter was or is an employee of the Company, its successors or 
assigns (with the exception of Thomas McMullen, John Bevevino, Thomas 
Bevevino, Michael Cramton and the employee acting as Mr. Bevevino's secretary 
as of the Termination Date), for employment with any person, business, firm, 
corporation, partnership or other entity other than the Company or hire any 
employee of the Company, its successors or assigns, either directly or for or 
on behalf of any person, business, firm or corporation, partnership or other 
entity other than the Company.

          (e)  CONFIDENTIAL INFORMATION.  From and after the date of this 
Agreement, Mr. Bevevino shall not at any time, directly or indirectly, use or 
disclose, make known, divulge, reveal or furnish to any person, business, 
firm, corporation, partnership or other entity, any confidential or 
proprietary information concerning the Company, its successor and assigns or 
their business, suppliers or customers except as required by law or to 
personal advisors, who are not in the food service industry and who are not 
customers, suppliers or employees of the Company, its successors or assigns, 
for purposes of enforcing or interpreting this Agreement, provided that such 
advisors (other than legal counsel) execute a confidentiality agreement in 
form and substance agreeable to the Company, its successors or assigns, prior 
to disclosure of such confidential information.  All information, except 
public information, whether written or otherwise, regarding the business of 
Company, its successors and assigns, including but not limited to, 
information regarding customers, customer information and lists; costs, 
prices, earnings, systems, operating procedures, merchandising and marketing 
plans and methods; the terms of agreement with employees, customers and/or 
suppliers; personal training and development programs, prospective and 
executed contracts and other business information of the Company, its 
successors and assigns methods and strategies; product development ideas and 
strategies; financial results; strategic plans; proprietary computer and 
systems software; and other non-public important information relating to the 
Company arrangements, and sources of supply are presumed to be confidential 
information of the Company, its successors and assigns for purposes of this 
Agreement.  Mr. Bevevino agrees to return to the Company all books, records, 
lists and other written, typed or printed materials, whether furnished by the 
Company or prepared by Mr. Bevevino, which contain any confidential 
information relating to the Company, its successors and assigns, or their 
business, suppliers or customers, promptly upon execution

                                       9

<PAGE>

of ths Agreement, and Mr. Bevevino shall neither make nor retain any copies 
of such materials without the prior written consent of the Board of Directors 
of the Company.

          (f)  NOTICE OF OBLIGATIONS.  Mr. Bevevino hereby consents to the 
notification of persons or entities of Mr. Bevevino's obligations under this 
Agreement when the Company, its successors or assigns, reasonably believe 
that Mr. Bevevino's activities are likely to be restricted by this Agreement. 
 The Company's rights under this Section 6(f) shall be in addition to and not 
in preemption of all other rights and privileges the Company, its successors 
and assigns, may have under general legal and equitable principles, or by 
statute or common law.

          (g)  CUMULATIVE PROVISIONS.  The covenants and agreements contained 
in this Section 6 are independent of each other and cumulative.

          (h)  BINDING EFFECT:  THIRD PARTY BENEFICIARIES.  The provisions of 
this Section 6 shall inure to the benefit of the Company, its successors and 
assigns.  The provisions of this Section 6 shall inure to the benefit of and 
be binding upon Mr. Bevevino, his heirs, personal representatives, successor 
and assigns.

          (i)  REMEDIES FOR BREACH.  Mr. Bevevino further acknowledges and 
agrees that his obligations under this Agreement are unique and that any 
breach or threatened breach of such obligations may result in irreparable 
harm and substantial damages to the Company, its successors and assigns.  
Accordingly, in the event of a breach or threatened breach by Mr. Bevevino of 
any of the provisions of this Agreement, the Company, its successors and 
assigns shall have the right, in addition to exercising any other remedies at 
law or equity which may be available to it under this Agreement or otherwise 
to:  (i) obtain EX PARTE, preliminary, interlocutory, temporary or permanent 
injunctive relief, specific performance and other equitable remedies in any 
court of competent jurisdiction to prevent Mr. Bevevino from violating such 
provision or provisions or to prevent the continuance of any violation 
thereof, TOGETHER WITH an award or judgment for any and all damages, losses, 
liabilities, expenses and costs incurred by the Company, its successors and 
assigns as a result of such breach or threatened breach including, but not 
limited to attorneys' fees incurred by the Company, its successors and 
assigns in connection with, or as a result of, the enforcement of this 
Agreement; and (ii) discontinue any or all of the consideration provided in 
Section 2 of this Agreement.  The parties expressly agree that the 
arbitration provision set forth in Section 13 of the Employment Agreement is 
no longer binding on the parties and has been superseded by this Agreement.

          (j)  DIVISIBILITY.  Mr. Bevevino agrees that the provisions of this 
Section 6 are divisible and separable so that if any provision or provisions 
hereof shall be held to be unreasonable, unlawful or unenforceable, such 
holding shall not impair the remaining provisions hereof.  If any provision 
hereof is held to be unreasonable, unlawful or unenforceable in duration, 
geographical scope or character of restriction by any court of competent 
jurisdiction, it is the express desire and agreement of Mr. Bevevino that 
such provision shall be modified to the extent necessary in order that any 
such provision or

                                       10
<PAGE>

portion nthereof shall be legally enforceable to the fullest extent permitted 
by law, and the parties hereto do hereby expressly authorize any court of 
competent jurisdiction to enforce any such provision or portion thereof or to 
modify any such provision or portion thereof in order that any such provision 
or portion thereof shall be enforced by such court to the fullest extent 
permitted by applicable law.

          (k)  NONIMPAIRMENT OF OBLIGATIONS.  Mr. Bevevino agrees that his 
obligations under Sections 5 and 6 are in addition to, and not in limitation 
or preemption of, all other obligations which Mr. Bevevino may have to the 
Company, its successors and assigns, under general legal and equitable 
principles or by statute or common law.
     
          7    ASSERTION OF CLAIMS.  Mr. Bevevino represents and warrants, with
the understanding that such representation and warranty is material to this
transaction, that (a) he is not aware of a person having asserted or having a
valid basis to assert, with any federal, state or local judicial or
administrative agency or body any claim against the Company, its successors or
assigns, of any kind or character based on or arising out of or alleged to be
suffered in or as a consequence of Mr. Bevevino's employment with the Company,
its termination, or his contacts or relationships with the Company or any
Released Party, and (b) Mr. Bevevino has no current intention to assert, in any
manner or by any means, any such claim before any federal, state or local
judicial or administrative agency or body.  If any such claim is asserted in the
future by Mr. Bevevino or any person or entity authorized by Mr. Bevevino to do
so, Mr. Bevevino agrees and acknowledges that this Agreement and release set
forth in Section 3 hereof shall act as a total and complete bar to his
reemployment or to recovery of any sum or amount whatsoever from the Company,
its successors or assigns, whether labeled "award, liability, damages, judgment,
back pay, wages, or fine" or otherwise resulting directly or indirectly from any
lawsuit, remedy, charge or complaint whether brought privately by him or by any
one else, including any federal, state or local agency, whether or not on his
behalf or at his request.

          8    REEMPLOYMENT.  Mr. Bevevino hereby releases and waives any and
all rights or claims he may have to reemployment by the Company, its successors
and assigns, and agrees that he shall not reapply for any position with the
Company, its successors or assigns.

          9    CONSIDERATION OF TERMS AND EFFECTIVE DATE.

          MR. BEVEVINO ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT,
THAT HE KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND THAT HE EXECUTES THE SAME
AS HIS OWN FREE, KNOWING AND VOLUNTARY ACT AND DEED.  MR. BEVEVINO FURTHER
REPRESENTS AND ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY IN WRITING
TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT IF HE CHOSE TO DO
SO, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT FULLY WITH HIS

                                       11

<PAGE>

PERSONAL ATTORNEY REGARDING THE TERMS OF THIS AGREEMENT, THAT HE FULLY 
UNDERSTANDS THE TERMS, CONDITIONS, AND FINAL BINDING EFFECT OF THIS 
AGREEMENT, AND THAT THE RELEASE CONTAINED HEREIN IS A RELEASE OF ALL CLAIMS 
WITH FINAL AND BINDING EFFECT.

          MR. BEVEVINO ACKNOWLEDGES THAT HE HAS BEEN GIVEN A PERIOD OF AT LEAST
21 DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT PRIOR TO HIS EXECUTION HEREOF. 
FURTHERMORE, IT IS AGREED THAT MR. BEVEVINO SHALL HAVE THE RIGHT TO REVOKE THIS
AGREEMENT BY WRITTEN NOTICE TO THE COMPANY WITHIN SEVEN DAYS FOLLOWING ITS
EXECUTION.  FOR THIS REVOCATION TO BE EFFECTIVE, WRITTEN NOTICE MUST BE RECEIVED
BY THE COMPANY'S  CHIEF EXECUTIVE OFFICER NO LATER THAN THE CLOSE OF BUSINESS ON
THE SEVENTH DAY AFTER MR. BEVEVINO SIGNS THIS AGREEMENT.

          IF MR. BEVEVINO DOES SO REVOKE, THIS AGREEMENT WILL BE NULL AND VOID
AND, SUBJECT TO APPLICABLE LAW, THE COMPANY SHALL HAVE NO OBLIGATION WHATSOEVER
TO MR. BEVEVINO, AND MR. BEVEVINO WILL NOT RECEIVE THE CONSIDERATION DESCRIBED
IN SECTION 2.

          THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL AFTER
THE EXPIRATION OF THIS SEVEN-DAY REVOCATION PERIOD; AFTER SUCH TIME, IF THERE
AHS BEEN NO REVOCATION, THIS AGREEMENT SHALL BE FULLY EFFECTIVE AND
ENFORCEABLE. IF THIS AGREEMENT IS REVOKED BY MR. BEVEVINO IN ACCORDANCE
WITH THIS SECTION 9, MR. BEVEVINO SHALL RETURN TO THE COMPANY ALL
CONSIDERATION AND BENEFITS PROVIDED BY THE COMPANY TO WHICH MR. BEVEVINO
WOULD NOT BE ENTITLED ABSENT THIS AGREEMENT.

          10   ACKNOWLEDGEMENT AND CONSIDERATION.  The consideration described
in Section 2 is being provided in return for Mr. Bevevino's accepting the terms
of this Agreement, including but not limited to the covenants set forth in
Section 6 as well as the giving of a release, a covenant not to sue, and not
revoking under Section 9 so that this Agreement becomes effective.
Mr. Bevevino acknowledges that the payments and agreements set forth in
Section 2 constitute adequate consideration supporting his obligations and
releases given under this Agreement.

          11   LEGAL FEES AND EXPENSES.  In the event of litigation between the
parties regarding interpretation or enforcement of this Agreement, the parties
agree that the prevailing party shall be entitled to recover reasonable
attorneys' and related fees and expenses incurred in connection with the
litigation.  The parties expressly agree that this provision modifies and
supersedes Section 21 of the Employment Agreement.

                                       12

<PAGE>

          12   NO AUTHORITY OR RESPONSIBILITY.  Mr. Bevevino acknowledges 
that he shall have no supervisory, managerial or agency responsibility or 
authority from and after the Termination Date and agrees not to involve 
himself in any activities of the Company, except as may be requested by the 
Chairman and Chief Executive Officer of the Company.  Mr. Bevevino also 
acknowledges that effective as of the Termination Date, he does not have 
authority to bind the Company to any contracts or commitments and agrees that 
he shall not create any obligation for or bind or attempt to bind the 
Company, its successors or assigns, in any manner whatsoever.  
          
          13   INDEMNIFICATION.  (a) This Agreement shall not affect Mr. 
Bevevino's rights to coverage or indemnification under the charter or by-laws 
of the Company or policies of insurance as in effect on or prior to the 
Termination Date, with respect to acts of commission or omission or events 
occurring on or prior to the Termination Date; and

          (b)  Mr. Bevevino shall indemnify the Company, its successors or 
assigns, for monetary expense or loss arising out of a claim brought by a 
third party or governmental investigation based upon any breach of the 
confidentiality provisions of his Employment Agreement, to the extent that 
such claim or investigation arises directly from facts in existence prior to 
the Termination Date but not known to the Company (defined as "presently 
unknown acts" in Section 3(d) above), and are not otherwise covered by the 
Company's insurance policies, except policies of self-insurance or risk 
retention.

          14   MISCELLANEOUS.

          (a)  AFFILIATE DEFINITION.  "Affiliate" shall mean any person, firm or
corporation which directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the persons
specified.

          (b)  COMPANY, SUCCESSORS AND ASSIGNS DEFINITIONS.  "The Company, 
its successors and assigns" shall mean the Company and its past, present and 
future affiliates, divisions, subsidiaries, facilities, parents, successors, 
predecessors and assigns, and their respective past, present and future 
officers, directors, managers, shareholders, agents, representatives, 
attorneys and employees.  "The Company, its successors or assigns" shall mean 
the Company and/or its past, present and future affiliates, divisions, 
subsidiaries, facilities, parents, successors, predecessors and assigns, and 
their respective past, present and future officers, directors, managers, 
shareholders, agents, representatives, attorneys and employees.

          (c)  AMENDMENTS.  This Agreement may be amended only by a writing
executed by each of the parties hereto.

          (d)  ENTIRE AGREEMENT.  This Agreement sets forth the entire 
understanding of the parties hereto with respect to the subject matter 
hereof, and supersedes all prior contracts, agreements, arrangements, 
communications, discussions,

                                       13

<PAGE>

representations and warranties, whether oral or written, between the parties 
other than any confidentiality agreement executed by Mr. Bevevino while an 
employee of the Company.

          (e)  LAW AND INTERPRETATION.  This Agreement shall be governed by, 
construed and interpreted in accordance with the laws of the State of 
Pennsylvania.  With respect to each and every term and condition in this 
Agreement, the parties understand and agree that the same have or has been 
mutually negotiated, prepared and drafted, and that if at any time the 
parties hereto desire or are required to interpret or construe any such term 
or condition or any agreement or instrument subject hereto, no consideration 
shall be given to the issue of which party hereto actually prepared, drafted 
or requested any term or condition of this Agreement or any agreement or 
instrument subject hereto.

          (f)  NOTICES.  Any notice, request or other communication required 
or permitted hereunder shall be in writing and shall be deemed to have been 
duly given (i) when received if personally delivered, (ii) within 12 hours 
after being sent by telecopy, with telecopy confirmation, and (iii) when 
received (as established by written receipt) if sent by established overnight 
courier to the parties (and to the persons to whom copies shall be sent) at:

<TABLE>

  <S>                      <C>
  To the Company:          Rykoff-Sexton, Inc.
                           613 Baltimore Drive
                           East Mountain Corporate Center
                           Wilkes-Barre, Pennsylvania 18702-6980
                           Attention:  Mark Van Stekelenburg
                           Telecopy No.: (717) 830-7112
                           
  With a copy to:          Jones, Day, Reavis & Pogue
                           77 West Wacker
                           Chicago, Illinois 60601-1692
                           Attention:  Elizabeth C. Kitslaar
                           Telecopy No.: (312) 782-8585

  To Mr. Bevevino:         375 W. Center Road
                           Dallas, Pennsylvania 18612

  With a copy to:          Morgan, Lewis & Bockius LLP
                           101 Park Avenue
                           New York, NY 10178-0060
                           Attention:  Philip H. Werner
                           Telecopy No.:  212/309-6080

Any party by notice given to the other party in accordance with this Section 
14(f) may change the address or the persons to whom notices or copies thereof 
shall be directed.

                                        14
</TABLE>

<PAGE>

         (g)  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

         (h)  ASSIGNMENT.  This Agreement shall be binding upon and inure to 
the benefit of the parties hereto and their respective successors, assigns 
and heirs, as set forth herein, but no rights, obligations or liabilities 
hereunder shall be assignable by Mr. Bevevino without the prior written 
consent of the Company, its successors and assigns.

         (i)  WAIVERS AND AMENDMENTS.  This Agreement may be amended, 
superseded, canceled, renewed or extended, and the terms hereof may be 
waived, only by a written instrument signed by the parties or, in the case of 
a waiver, by the party waiving compliance.  No delay on the part of either 
party in exercising any right, power or privilege hereunder shall operate as 
a waiver thereof, nor shall any waiver on the part of either party of such 
right, power or privilege nor any single or partial exercise of any such 
right, power or privilege, preclude any other further exercise thereof or the 
exercise of any other such right, power or privilege.

         (j)  HEADINGS.  The headings in this Agreement are solely for 
convenience of reference and shall not be given any effect in the 
construction or interpretation of this Agreement.

         (k)  EXPENSE REIMBURSEMENT.  The Company will reimburse Mr. Bevevino 
for the reasonable fees of Mr. Bevevino's attorney in connection with his 
resignation, including such attorney's review of this Agreement and 
consultation with Mr. Bevevino on its implications; provided, however, that 
such fees not exceed $40,000.

         IN WITNESS WHEREOF, Mr. Bevevino has executed, and the Company has 
caused its duly authorized representative to execute, this Agreement as of 
the date first above written.

                              Rykoff-Sexton, Inc.


                              By: /s/
                                  --------------------------------


                                 /s/ Frank H. Bevevino
                                 ---------------------------------
                                  Frank H. Bevevino


                                      15

<PAGE>
                                                                      EXHIBIT A

[RYKOFF SEXTON LOGO]
------------------------------------------------------------------------------
STOCK OPTION REPORT - FRANK H. BEVEVINO                            25-JUN-97
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   EXERCISED                                    
                  GRANT    EXERCISE              VESTED    --------------------------------------------------
                   DATE    PRICE       SHARES    SHARES    SHARES    DATE    SHARES    DATE    SHARES    DATE   
                -----------------------------  ---------   --------------------------------------------------
<S>             <C>       <C>        <C>       <C>         <C>       <C>     <C>       <C>     <C>       <C>
RSI 1988 STOCK OPTION AND COMPENSATION PLAN
                6/24/96    $14.125     35,000     8,750                                                      
                                     --------  ---------   --------          --------          -------- 
                                       35,000     8,750

USFI 1992 STOCK OPTION PLAN
                 9/4/92    $10.540     86,146    86,146     -34,458  11/25/96
                3/24/95     $3.470      3,814     3,814      -3,814  11/25/96
                3/24/95    $10.540     17,402    17,402      -6,960  11/25/96
                                     --------  ---------   --------          --------          -------- 
                                      107,362   107,362     -45,232

USFI 1993 STOCK OPTION PLAN
                3/24/95    $14.730      6,711     4,474
                                     --------  ---------   --------          --------          -------- 
                                        6,711     4,474

USFI MANAGEMENT STOCK OPTION PLAN
                3/24/95     $9.410     17,019    17,019     -17,019  11/25/96
                3/24/95     $9.410      3,721     3,721
                                     --------  ---------   --------          --------          -------- 
                                       20,740    20,740     -17,019


                                                                                                   CANCELLED                 
                                                                                                 --------------          SHARES
                                                                                                  SHARES   DATE        OUTSTANDING
                                                                                                 --------------        -----------
                                                                                                 <C>       <C>         <C>
RSI 1988 STOCK OPTION AND COMPENSATION PLAN
                                                                                                                           35,000
                                                                                                      ---------        -----------
                                                                                                                           35,000

USFI 1992 STOCK OPTION PLAN
                                                                                                                           51,688
                                                                                                                                0
                                                                                                                           10,442
                                                                                                      ---------        -----------
                                                                                                                           62,130
                                                   
USFI 1993 STOCK OPTION PLAN
                                                                                                                            6,711
                                                                                                      ---------        -----------
                                                                                                                            6,711

USFI MANAGEMENT STOCK OPTION PLAN
                                                                                                                                0
                                                                                                                            3,721
                                                                                                      ---------        -----------
                                                                                                                            3,721


<PAGE>

                                     --------  ---------   --------          --------          -------- 
TOTAL FOR FRANK H. BEVEVINO:          169,813    141,326    -62,251
                                     --------  ---------   --------          --------          -------- 
                                     --------  ---------   --------          --------          -------- 


                                                                                                      ---------        -----------
TOTAL FOR FRANK H. BEVEVINO:                                                                                              107,582
                                                                                                      ---------        -----------
                                                                                                      ---------        -----------

</TABLE>


<PAGE>

[RYKOFF SEXTON LOGO]
------------------------------------------------------------------------------
ESTRICTED STOCK REPORT - FRANK H. BEVEVINO                          25-JUN-97
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                             PRICE PER     VESTING     VESTED     UNVESTED     REPURCHASED     CANCELLED
                  SHARES         SHARE        DATE     SHARES       SHARES          SHARES        SHARES
                ----------------------------------------------------------------------------------------
<S>             <C>           <C>          <C>         <C>         <C>          <C>             <C> 
RSI CONVERTIBLE AWARD PLAN (FISCAL YEAR 1997)
    GRANT DATE:
                   3,448 (2)   14.50 (2)                             3,448
                   1,724 (2)   14.50 (2)                             1,724
                     574 (3)    0.00 (3)                               574
                   1,148 (3)    0.00 (3)                             1,148
                --------                               --------    --------     ---------       --------
                   6,894                                             6,894
                --------                               --------    --------     ---------       --------
TOTAL FOR FRANK H. BEVEVINO:
                   6,894                                             6,894
                --------                               --------    --------     ---------       --------
                --------                               --------    --------     ---------       --------
</TABLE>

2) Converted Bonus Shares - Convertible Award Plan.

3) Premium Shares - Convertible Award Plan.

<PAGE>

                                                               EXHIBIT B

                              EMPLOYMENT AGREEMENT


          THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into 
this __th day of ____, 1997 by and between Rykoff-Sexton, Inc. (hereinafter 
"the Company") and ____________________ (hereinafter "Employee").

     In consideration of the mutual covenants contained herein, it is agreed 
as follows:

          1    EMPLOYMENT.  The Company hereby agrees to employ the Employee and
the Employee hereby agrees to be employed by the Company upon the terms and
conditions set forth herein.

          2    TERM.  Employment shall be continued until terminated pursuant to
Section 4.

          3    COMPENSATION.  During the term of this Agreement, the Company 
shall pay to the Employee a base salary of $__________ per annum, 
[equal to current base salary] which base salary may be adjusted from time to 
time by the Company, payable at the times and in the manner consistent with 
the Company's general policies regarding compensation of executive employees. 
Such base salary shall include any salary reduction contributions to (i) any 
Company-sponsored plan that includes a cash-or-deferred arrangement under 
Section 401(k) of the Code, (ii) any other plan of deferred compensation 
sponsored by the Company, or (iii) any Company-sponsored "cafeteria plan" 
under Section 125 of the Code.

          4    TERMINATION

          (a)  INVOLUNTARY TERMINATION.  The Employee's employment hereunder 
may be terminated by the Company, its successors or assigns, for any reason.  
The Employee will be treated for purposes of this Agreement as having been 
involuntarily terminated by the Company, its successors and assigns, if the 
Employee terminates his employment within 90 days of a reduction in the 
Employee's base salary, unless such reduction in base salary is part of a 
reduction applicable generally to employees at his level.

          (b)  VOLUNTARY TERMINATION.  The Employee may voluntarily terminate
the Agreement at any time by written notice to the Company, its successors and
assigns.  The Employee's death or disability during the term of the Agreement
shall constitute a voluntary termination of employment for purposes of
eligibility for Termination Payments and Benefits as provided in Section 5.

          (c)  VOLUNTARY AND INVOLUNTARY TERMINATION.  Subject to Section 5 and
any benefit continuation requirements of applicable law, in the event the
Employee's

                                       1

<PAGE>

employment hereunder is voluntarily or involuntarily terminated for any 
reason whatsoever, the compensation obligations of the Company, its 
successors and assigns, under Section 3 shall cease as of the effective date 
of such termination, except for any compensation earned or accrued but unpaid 
through such date.  The Employee shall be entitled to receive any other 
compensation or benefits accrued by unpaid through such date.  In the event 
that the Employee's employment with the Company, its successors or assigns, 
is terminated voluntarily by the Employee, or is terminated by the Company, 
its successors or assigns, for Cause as defined in Section 5(e) below, then 
the Company, its successors and assigns, shall have no obligation to provide 
termination payments or benefits to the Employee pursuant to Section 5.

          5    TERMINATION PAYMENTS AND BENEFITS.  If the Employee's 
employment hereunder is involuntarily terminated by the Company, its 
successors and assigns, other than for Cause (as defined herein) prior to the 
end of the term of this Agreement, subject to the condition precedent that 
the Employee execute a valid Release and Settlement Agreement in the form 
attached hereto as Exhibit 1, then Company shall be obligated to provide for 
the termination payments and benefits set forth below:
     
               (i)  Severance payments in the amount equivalent to the 
Employee's annual base salary, less applicable withholding, payable in 
accordance with the Company's regular payroll schedule, for a one-year period 
beginning on the Termination Date (the "Termination Period").  In the event 
of Employee's death during the Termination Period, the remaining payments 
shall be paid to Employee's designated beneficiary, or, if none, then to his 
estate; and

               (ii) Continuation of benefits from all employee welfare 
benefit plans in which Employee was entitled to participate immediately prior 
to the Termination Date, during the Termination Period, as such plans may be 
amended or replaced from time to time.

          (b)  With respect to the payments and benefits described in (i) and
(ii) above, Employee acknowledges that to the extent any of those benefits
constitute income, they shall be treated as such by the Company, its successors
and assigns, through issuance of appropriate notices, and Employee agrees that
he shall be solely responsible for any tax liability that is imposed in
connection with these payments and benefits.

          (c)  Notwithstanding the foregoing, any right of the Employee to
receive termination payments hereunder, shall be forfeited to the extent of any
amounts payable after any breach of Section 6 by the Employee.

          (d)  From and after the Termination Date, Employee shall have no
obligation to mitigate damages or to seek or obtain other employment; provided,
however, that Employee's coverage under the Company's welfare benefit plans will
terminate when Employee becomes covered under any employee benefit plan made
available by another employer and covering the same type of benefits.  Employee
shall notify the Company, its successors and assigns, within thirty (30) days
after the commencement of any such benefits.

                                       2

<PAGE>

          (e)  For purposes of this Agreement, "Cause" shall mean either:

          (i)  that the Employee shall have failed, after 30 days notice to cure
               deficiencies, to meet the objectives set forth in the Company's,
               its successors and assigns, performance appraisal standards as
               applied to the Employee; or

          (ii) that the Employee shall have committed:

               (A)  an intentional act of fraud, embezzlement or theft in
               connection with his duties or in the course of his employment
               with the Company, its successors and assigns;

               (B)  intentional wrongful damage to property of the Company, its
               successors and assigns;

               (C)  intentional misconduct that is materially injurious to the
               Company, its successors and assigns, monetarily or otherwise; or

               (D)  an intentional breach of the confidentiality, non-
               competition and non-solicitation covenants set forth in Section
               6.

               (E)  the Employee shall have committed a felony or any crime
               punishable by imprisonment (other than minor traffic violations).

          6    ADDITIONAL COVENANTS OF EMPLOYEE.

          (a)  ACKNOWLEDGEMENT.  Employee recognizes and acknowledges in the 
course of his employment with the Company, its successors and assigns, he had 
access to and developed confidential or proprietary business information; 
customer information and lists; costs; prices; earnings; systems; operating 
procedures; merchandising and marketing plans; methods and strategies; 
product development ideas and strategies; financial results; strategic plans; 
proprietary computer and systems software; and other important information 
relating to the Company, its successors and assigns.  Because of that 
relationship and in consideration of the covenants, undertakings and promises 
of the Company, its successors and assigns, set forth in this Agreement, 
Employee accepts and agrees to be bound by the covenants set forth in this 
Agreement including but not limited to the promises of this Section 6.  
Employee understands that the Company, its successors and assigns, would not 
enter into this Agreement if Employee did not expressly agree to each of the 
covenants, undertakings and promises set forth herein, including but not 
limited to the provisions of this Section 6.  Employee acknowledges the broad 
scope of the covenants in this Section 6, but agrees that such covenants are 
reasonable. Employee further acknowledges and agrees that the covenants 
contained in this Agreement do not unreasonably restrict his employment 
opportunities or unduly burden or deprive him financially.



                                      3

<PAGE>

          (b)  COMPETITION.  During his employment with the Company, its 
successors and assigns, and for a period of one year after the Termination 
Date (hereinafter referred to as the "Restricted Period"), the Employee shall 
not, directly or indirectly, own, manage, operate, join or control, or 
participate in the ownership, management, operation or control of, or be a 
proprietor, director, officer, stockholder, member, partner or an employee or 
agent of, or a consultant to, any business, firm, corporation, partnership or 
other entity anywhere in the United States of America (including, without 
limitation, SYSCO Corporation, Alliant (formerly Kraft) Corporation, JP 
Foodservice, Inc., PYA/Monarch, MBM Corporation, ProSource, Inc., Ameriserve, 
Inc. and Marriott Distribution Services) which engages in (i) the current 
business of the Company and/or JP Foodservice, Inc. or (ii) any other 
principal line of business developed or acquired by the Company, its 
successors or assigns, prior to the Termination Date.  For purposes of this 
Section, the term "ownership" does not include ownership of less than a 5% 
passive interest in such business, firm, corporation, partnership or other 
entity.

          (c)  SOLICITATION OF CUSTOMERS.  During his employment with the 
Company, its successors and assigns, and during the Restricted Period, the 
Employee shall not, directly or indirectly, for his own account or as 
proprietor, stockholder, member, partner, director, officer, employee, agent 
or otherwise for or on behalf of any person, business, firm, corporation, 
partnership or other entity other than the Company, its successors or 
assigns, sell, broker or solicit or assist in the offer to sell, broker or 
solicit, any orders for the purchase of any foodstuffs or other products sold 
by the Company, its successors or assigns during the "Measuring Period", 
which is the three year period preceding the date of termination of 
employment with the Company (hereinafter referred to as "Products") to or 
from any person, corporation or other entity which was a customer of the 
Company, its successors and assigns, at any time during the Measuring Period. 
For purposes of this Agreement, "customer of the Company" means and 
includes: (i) any and all persons, business, corporations, partnerships or 
other entities which during the Measuring Period and/or the Restricted Period 
(A) have done business with the Company, its successors or assigns, as a 
customer, (B) have been contacted by the Company, its successors or assigns, 
for the purpose of purchasing products or services, or (C) have preexisting 
business relationships and/or dealings with the Employee when his employment 
with the Company, its successors and assigns, terminates; and (ii) all 
persons, businesses, corporations, partnerships or other business, entities 
which control, or are controlled by the same person, corporation, partnership 
or other entity which controls any such customer of the Company, its 
successors or assigns.  For purposes of this Agreement, "customers" includes 
food service brokers, prospective customers and referral sources of customers.

          (d)  SOLICITATION OF SUPPLIERS.  During his employment with the 
Company, its successors and assigns, and during the Restricted Period, 
Employee shall not, directly or indirectly, for his own account or as 
proprietor, stockholder, partner, director, officer, employee, agent or 
otherwise for or on behalf of any business, firm, corporation, partnership or 
other entity other than the Company, purchase or broker or offer to purchase 
or broker any Products from any person, corporation or other entity which was 
or is a supplier or vendor to the Company, its successors or assigns, at any 
time during

                                       4

<PAGE>

the Measuring Period.  For purposes of this Agreement, "suppliers and vendors 
to the Company" means and includes any and all persons, businesses, 
corporations, partnerships, or other entities which have done or do business 
with the Company, its successors or assigns, as a supplier or vendor during 
the Measuring Period and/or Restricted Period, and all persons, businesses, 
corporations, partnerships or other entities which control, or are controlled 
by, the same person, business, corporation, partnership or other entity which 
controls, any such supplier or vendor to the Company, its successors or 
assigns.

          (e)  SOLICITATION OF EMPLOYEES.  During his employment with the 
Company, its successors and assigns, and during the Restricted Period, 
Employee shall not, directly or indirectly, for his own account or as 
proprietor, stockholder, partner, director, officer, employee, agent or 
otherwise for or on behalf of any person, business, firm, corporation, 
partnership or other entity other than the Company solicit any person who was 
or is an employee of the Company, its successors or assigns, at any time 
during the Measuring Period and/or Restricted Period for employment with any 
person, business, firm, corporation, partnership or other entity other than 
the Company or hire any employee of the Company, its successors or assigns, 
either directly or for or on behalf of any person, business, firm or 
corporation, partnership or other entity other than the Company.

          (f)  CONFIDENTIAL INFORMATION.  From and after the date of this 
Agreement, Employee shall not at any time, directly or indirectly, use or 
disclose, make known, divulge, reveal or furnish to any person, business, 
firm, corporation, partnership or other entity, any confidential or 
proprietary information concerning the Company, its successor and assigns or 
their business, suppliers or customers.  All information, whether written or 
otherwise, regarding the business of Company, its successors and assigns, 
including but not limited to, information regarding customers, customer 
lists, costs, prices, earnings, systems, operating procedures, prospective 
and executed contracts and other business arrangements, and sources of supply 
are presumed to be confidential information of the Company, its successors 
and assigns for purposes of this Agreement.  Employee agrees to return to the 
Company, its successors and assigns, all books, records, lists and other 
written, typed or printed materials, whether furnished by the Company, its 
successors and assigns, or prepared by Employee, which contain any 
information relating to the Company, its successors and assigns, or their 
business, suppliers or customers, promptly upon execution of this Agreement, 
and Employee shall neither make nor retain any copies of such materials 
without the prior written consent of the Board of Directors of the Company.

          (g)  NOTICE OF OBLIGATIONS.  Employee hereby consents to the 
notification of persons or entities of Employee's obligations under this 
Agreement when the Company, its successors or assigns, reasonably believe 
that Employee's activities are likely to be restricted by this Agreement.  
The Company's rights under this Section 6(g) shall be in addition to and not 
in preemption of all other rights and privileges the Company, its successors 
and assigns, may have under general legal and equitable principles, or by 
statute or common law.

                                       5

<PAGE>

          (h)  CUMULATIVE PROVISIONS.  The covenants and agreements contained 
in this Section 6 are independent of each other and cumulative.

          (i)  BINDING EFFECT:  THIRD PARTY BENEFICIARIES.  The provisions of 
this Section 6 shall inure to the benefit of the Company, its successors and 
assigns.  The provisions of this Section 6 shall inure to the benefit of and 
be binding upon Employee, his heirs, personal representatives, successor and 
assigns.

          (j)  REMEDIES FOR BREACH.  Employee further acknowledges and agrees 
that his obligations under this Agreement are unique and that any breach or 
threatened breach of such obligations may result in irreparable harm and 
substantial damages to the Company, its successors and assigns.  Accordingly, 
in the event of a breach or threatened breach by Employee of any of the 
provisions of this Agreement, the Company, its successors and assigns shall 
have the right, in addition to exercising any other remedies at law or equity 
which may be available to it under this Agreement or otherwise to: (i) obtain 
EX PARTE, preliminary, interlocutory, temporary or permanent injunctive 
relief, specific performance and other equitable remedies in any court of 
competent jurisdiction to prevent Employee from violating such provision or 
provisions or to prevent the continuance of any violation thereof, TOGETHER 
WITH an award or judgment for any and all damages, losses, liabilities, 
expenses and costs incurred by the Company, its successors and assigns as a 
result of such breach or threatened breach including, but not limited to 
attorneys' fees incurred by the Company, its successors and assigns in 
connection with, or as a result of, the enforcement of this Agreement; and 
(ii) discontinue any or all of the consideration provided in Sections 3 and 5 
of this Agreement, other than unpaid compensation or benefits already earned 
or accrued.  Employee expressly waives any requirement based on any statute, 
rule or procedure, or other source, that the Company, its successors or 
assigns post a bond as a condition to obtaining any of the above described 
remedies.

          (k)  DIVISIBILITY.  Employee agrees that the provisions of this 
Section 6 are divisible and separable so that if any provision or provisions 
hereof shall be held to be unreasonable, unlawful or unenforceable, such 
holding shall not impair the remaining provisions hereof.  If any provision 
hereof is held to be unreasonable, unlawful or unenforceable in duration, 
geographical scope or character of restriction by any court of competent 
jurisdiction, it is the express desire and agreement of Employee that such 
provision shall be modified to the extent necessary in order that any such 
provision or portion thereof shall be legally enforceable to the fullest 
extent permitted by law, and the parties hereto do hereby expressly authorize 
any court of competent jurisdiction to enforce any such provision or portion 
thereof or to modify any such provision or portion thereof in order that any 
such provision or portion thereof shall be enforced by such court to the 
fullest extent permitted by applicable law.

          7    COOPERATION AND OTHER MATTERS.  Except as may be required by 
law, Employee agrees that he shall:



                                       6

<PAGE>

          (a)  not make any public statements, whether written or oral, or 
any other statements which Employee reasonably believes are likely to become 
public, which statements disparage the Company, its successors and assigns;

          (b)  not waive any privileges or confidences that the Company, its 
successors and assigns may have with respect to any information or 
communications with its attorneys or accountants;

          (c)  not disclose to any person the terms of this Agreement 
excepting disclosures to (i) Employee's immediate family members; (ii) 
persons undertaking an evaluation of Employee for purposes of extending 
credit to him; and (iii) Employee's attorneys and accountants and personal 
advisors, and (iv) as may be necessary to enforce the terms of this Agreement;

          (d)  not encourage or promote litigation against the Company, its 
successors and assigns;

          (e)  not communicate with any person, or the attorney or 
representative of any person, who Employee reasonably believes to be 
contemplating or pursuing litigation against the Company, its successors or 
assigns.  Nothing contained herein shall be deemed to prohibit Employee from 
communicating (i) with any attorney regarding his personal affairs; and (ii) 
responding to, and complying with, any subpoena served upon Employee; 
provided, however, that Employee shall first notify the Company, its 
successors and assigns, immediately of his receipt of any such subpoena; and

          (f)  cooperate with the Company, its successors and assigns, in: 
(A) its investigation, defense or prosecution of any potential or actual 
claim, charge or suit, or investigation by or against the Company, its 
successors or assigns; and (B) any inquiry, review or investigation of 
business matters or undertakings of the Company, its successors or assigns.  
As used herein, the term "cooperate" means:  (A) making himself available 
from time to time for meetings with counsel to the Company, its successors 
and assigns at the Company's reasonable request; (B) not communicating with 
parties known to be adverse to the Company, its successors or assigns, or 
their counsel, except by way of deposition or trial testimony, or purely 
social communications; (C) making himself available for depositions and trial 
testimony upon the reasonable instruction of counsel to the Company, it 
successors or assigns; and (D) executing those documents and truthful 
affidavits requested from time to time by counsel to the Company, its 
successors or assigns.  The Company agrees to reimburse the Employee for 
reasonable out of pocket expenses including for travel, hotel and meal 
expenses, incurred in connection with his cooperation under this subsection 
(f); and

          (g)  agrees that the obligations under Sections 6 and 7 are in 
addition to, and not in limitation or preemption of, all other obligations 
which Employee may have to the Company, its successors and assigns under 
general legal and equitable principals or by statute or common law.



                                       7

<PAGE>

          8    MISCELLANEOUS.

          (a)  AFFILIATE DEFINITION.  "Affiliate" shall mean any person, firm 
or corporation which directly, or indirectly through one or more 
intermediaries, controls, is controlled by, or is under common control with, 
the persons specified.

          (b)  COMPANY, SUCCESSORS AND ASSIGNS DEFINITIONS.  "The Company, 
its successors and assigns" shall mean the Company and its past, present and 
future affiliates, divisions, subsidiaries, facilities, parents, successors, 
predecessors and assigns, and their respective past, present and future 
officers, directors, managers, shareholders, agents, representatives, 
attorneys and employees.  "The Company, its successors or assigns" shall mean 
the Company and/or its past, present and future affiliates, divisions, 
subsidiaries, facilities, parents, successors, predecessors and assigns, and 
their respective past, present and future officers, directors, managers, 
shareholders, agents, representatives, attorneys and employees.

          (c)  AMENDMENTS.  This Agreement may be amended only by a writing 
executed by each of the parties hereto.

          (d)  ENTIRE AGREEMENT.  This Agreement sets forth the entire 
understanding of the parties hereto with respect to the subject matter 
hereof, and supersedes all prior contracts, agreements, arrangements, 
communications, discussions, representations and warranties, whether oral or 
written, between the parties other than any confidentiality agreement 
executed by Employee while an employee of the Company.

          (e)  LAW AND INTERPRETATION.  This Agreement shall be governed by, 
construed and interpreted in accordance with the laws of the State of 
Pennsylvania.  With respect to each and every term and condition in this 
Agreement, the parties understand and agree that the same have or has been 
mutually negotiated, prepared and drafted, and that if at any time the 
parties hereto desire or are required to interpret or construe any such term 
or condition or any agreement or instrument subject hereto, no consideration 
shall be given to the issue of which party hereto actually prepared, drafted 
or requested any term or condition of this Agreement or any agreement or 
instrument subject hereto.

          (f)  NOTICES.  Any notice, request or other communication required 
or permitted hereunder shall be in writing and shall be deemed to have been 
duly given (a) when received if personally delivered, (b) within 12 hours 
after being sent by telecopy, with telecopy confirmation, and (c) when 
received (as established by written receipt) if sent by established overnight 
courier to the parties (and to the persons to whom copies shall be sent) at:


                           Rykoff-Sexton, Inc.
                           613 Baltimore Drive
                           East Mountain Corporate Center
                           Wilkes-Barre, Pennsylvania 18702-6980
                           Attention:  Mark Van Stekelenburg



                                       8

<PAGE>

                           Telecopy No.: (717) 830-7112

          (g)  COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts, each of which shall be deemed to be an original, and all of 
which together shall constitute one and the same instrument.

          (h)  ASSIGNMENT.  This Agreement shall be binding upon and inure to 
the benefit of the parties hereto and their respective successors, assigns 
and heirs, as set forth herein, but no rights, obligations or liabilities 
hereunder shall be assignable by Employee without the prior written consent 
of the Company, its successors and assigns.

         (i)  WAIVERS AND AMENDMENTS.  This Agreement may be amended, 
superseded, canceled, renewed or extended, and the terms hereof may be 
waived, only by a written instrument signed by the parties or, in the case of 
a waiver, by the party waiving compliance.  No delay on the part of either 
party in exercising any right, power or privilege hereunder shall operate as 
a waiver thereof, nor shall any waiver on the part of either party of such 
right, power or privilege nor any single or partial exercise of any such 
right, power or privilege, preclude any other further exercise thereof or the 
exercise of any other such right, power or privilege.

         (k)  HEADINGS.  The headings in this Agreement are solely for 
convenience of reference and shall not be given any effect in the 
construction or interpretation of this Agreement.

         (l)  EXPENSE REIMBURSEMENT.  The Company will reimburse Employee for 
the reasonable fees of Employee's attorney in connection with such attorney's 
review of this Agreement and consultation with Employee on its implications.

         IN WITNESS WHEREOF, Employee has executed, and the Company has 
caused its duly authorized representative to execute, this Agreement as of 
the date first above written.

                                       Rykoff-Sexton, Inc.



                                       By-------------------------------------



                                       ---------------------------------------
                                       [TO COME]




                                       9

<PAGE>

                                                                       EXHIBIT 1


                        RELEASE AND SETTLEMENT AGREEMENT

     This Release and Settlement Agreement is entered into as of the __ day 
of ____, ____ (hereinafter "Effective Date") by and between Rykoff-Sexton, 
Inc. (hereinafter "Company") and ___________________ (hereinafter "Employee").

     WHEREAS, the Employee has terminated his employment with the Company and 
the Company and Employee have agreed to resolve all matters between them;

     NOW, THEREFORE, in consideration of the promises of the parties to this 
Agreement, including but not limited the Company's agreement to pay Employee, 
subsequent to his termination, the Termination Payments set forth in Section 
3 of his Employment Agreement, the Company and Employee agree as follows:

     1    RELEASE  (a)  As a condition to receipt of the Termination Payments 
and Benefits set forth in Section 5 of the Employment Agreement dated as of 
_____________ ("Employment Agreement"), except as provided in subsection (c) 
of this Section 1, Employee, on behalf of himself, and his heirs, executors, 
administrators, successors, agents and assigns, hereby 

     (i)  acknowledges that the payments and continuing benefits set forth in 
Section 4(c) and 5 of the Employment Agreement constitute valid consideration 
for this Agreement, satisfy in full any and all of Employee's rights with 
respect Employee's employment with the Company, and termination of such 
employment, and discharge in full all of the Company's obligations to 
Employee including, without limitation, salary or vested or accrued vacation 
pay, bonuses, benefits, perquisites and any amounts payable under any other 
plan, policy or agreement entered into, provided by or relating to the 
Company; and
     
     (ii) fully releases and forever discharges the Company, JP Foodservice, 
Inc. and their respective past, present and future affiliates, divisions, 
subsidiaries, facilities, parents, predecessors, successors, and assigns, and 
each of their officers, directors, managers, shareholders, agents, 
representatives, attorneys and employees, (hereinafter collectively referred 
to as the "Released Parties"), from any claims, demands, liabilities, 
obligations, charges, damages and causes of action, known or unknown, fixed 
or contingent, suspected or unsuspected, arising prior to the Effective Date, 
with respect to Employee's position as a stockholder, officer or director, or 
with respect to his employment or termination of employment with the Company, 
or any policy, practice, plan or program of the Company, its successors or 
assigns, or which may be based upon, related to, or connected therewith, 
including, but not limited to, any claim or action under any of the following 
(as amended):  Title VII of the Civil Rights Act of 1964, the Civil Rights 
Act of 1866, the National Labor Relations Act, the Fair Labor Standards Act, 
the Employee Retirement Income Security Act, the Labor Management Relations 
Act, the Age Discrimination in Employment Act ("ADEA"), the Older Workers 
Benefit


                                       1

<PAGE>

Protection Act, the Civil Rights Act of 1991, the Worker Adjustment and 
Retraining Notification Act, the Americans with Disabilities Act, the 
Pennsylvania Human Rights Act, the Pennsylvania Wage Payment and Collection 
Act, all federal, state and local antidiscrimination statutes, federal common 
law, state common law, and/or any federal, state or local statute, law, 
ordinance, regulation or order, and claims under any express or implied 
contract which Employee or his heirs, executors, administrators, successors, 
agents or assigns may claim exist or existed with the Company or against any 
of the Released Parties.

     (iii)  agrees that the release set forth in this Section 1(a)(ii) shall 
also specifically and expressly apply to and forever discharge any claims, 
demands, liabilities, obligations, charges, damages and causes of action, 
known or unknown, fixed or contingent, suspected or unsuspected, whether as 
an employee or shareholder, and every other capacity, relating in any way to: 
(a) the Approval of the Board of Directors of the Company to merge with JP 
Foodservice, Inc. ("Company Merger Approval"); (b) the Approval by the Board 
of Directors of JP Foodservice, Inc. to merge with the Company ("JP Merger 
Approval"); (c) the Agreement and Plan of Merger by and among JP Foodservice, 
Inc., Hudson Acquisition Corp. and Rykoff-Sexton, Inc. dated as of June 30, 
1997 ("Merger Agreement"); (d) the merger between the Company and JP 
Foodservice, Inc. ("Merger"); (e) the Exchange of Stock between the Company 
and JP Foodservice, Inc. in connection with the Merger; and (f) any act, 
failure to act, decision, approval, rejection, denial, matter, event, 
occurrence or thing whatsoever by the Company, its successors or assigns, 
arising from, related to, resulting from, as a consequence of, or in 
connection with the Company Merger Approval, JP Merger Approval, the Merger 
Agreement, the Merger or the Exchange of Stock, provided, however that 
nothing herein shall affect the Employee's rights to receive the 
consideration provided in the Merger Agreement in respect of his shares upon 
the closing of the Merger on the same basis as all other stockholders.

     (b)  Employee covenants and agrees never to commence, voluntarily aid in 
any way, prosecute, or authorize to be commenced against any other party, any 
action or other proceeding based upon any claims, demands, causes of action, 
obligations, damages, or liabilities which are being released by this 
Agreement. Employee declares that, prior to the execution of this Agreement, 
he has apprised himself of sufficient relevant data, either through experts 
or other sources of his own selection, in order that he might intelligently 
exercise his judgment in deciding whether to execute, and in deciding on the 
contents of, this Agreement.  Employee further declares that his decision is 
not predicated on or influenced by any declaration or representations of the 
Company, its successors and assigns, or any predecessors in interest.  
Employee states that the contents of this Agreement have been explained to 
him by his counsel and that this document is executed voluntarily with full 
knowledge of its significance.

     (c)  Except as expressly set forth herein, this Agreement supersedes any 
other agreement between Employee and the Company, provided, however, that 
this release does not effect any waiver by Employee of any rights that he may 
have (i) under applicable law which cannot be waived pursuant to this 
Agreement, or (ii) pursuant to this Agreement.  Furthermore, this Agreement 
does not affect or supersede Employee's


                                       2

<PAGE>

Covenants to the Company made in the Employment Agreement, including but not 
limited to Covenants set forth in Section 6 of the Employment Agreement.

     (d)  Nothing in this Agreement shall be construed as an admission by any 
party as to any liability.

          2    REAFFIRMATION OF COVENANTS.  Employee hereby reaffirms his 
obligations to the Company, its successors and assigns, under the Employment 
Agreement, including but not limited to, the applicability and validity of 
Sections 6, 7 and 8 of the Employment Agreement.

          3    ASSERTION OF CLAIMS.  Employee represents and warrants, with 
the understanding that such representation and warranty is material to this 
transaction, that (a) he is not aware of a person having asserted or having a 
valid basis to assert, with any federal, state or local judicial or 
administrative agency or body any claim against the Company, its successors 
or assigns, of any kind or character based on or arising out of or alleged to 
be suffered in or as a consequence of Employee's employment with the Company, 
its termination, or his contacts or relationships with the Company or any 
Released Party, and (b) Employee has no current intention to assert, in any 
manner or by any means, any such claim before any federal, state or local 
judicial or administrative agency or body.  If any such claim is asserted in 
the future by Employee or any person or entity authorized by Employee to do 
so, Employee agrees and acknowledges that this Agreement and release set 
forth in Section 3 hereof shall act as a total and complete bar to his 
reemployment or to recovery of any sum or amount whatsoever from the Company, 
its successors or assigns, whether labeled "award, liability, damages, 
judgment, back pay, wages, or fine" or otherwise resulting directly or 
indirectly from any lawsuit, remedy, charge or complaint whether brought 
privately by him or by any one else, including any federal, state or local 
agency, whether or not on his behalf or at his request.

          4    REEMPLOYMENT.  Employee hereby releases and waives any and all 
rights or claims he may have to reemployment by the Company, its successors 
and assigns, and agrees that he shall not reapply for any position with the 
Company, its successors or assigns.

          5    CONSIDERATION OF TERMS AND EFFECTIVE DATE.

          EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, 
THAT HE KNOWS AND UNDERSTANDS THE CONTENTS THEREOF AND THAT HE EXECUTES THE 
SAME AS HIS OWN FREE, KNOWING AND VOLUNTARY ACT AND DEED.  EMPLOYEE FURTHER 
REPRESENTS AND ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE COMPANY IN 
WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT IF HE 
CHOSE TO DO SO, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT FULLY WITH HIS 
PERSONAL ATTORNEY REGARDING THE TERMS OF THIS AGREEMENT, THAT HE FULLY 
UNDERSTANDS THE TERMS, CONDITIONS, AND FINAL BINDING

                                       3

<PAGE>

EFFECT OF THIS AGREEMENT, AND THAT THE RELEASE CONTAINED HEREIN IS A RELEASE 
OF ALL CLAIMS WITH FINAL AND BINDING EFFECT.

          EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN GIVEN A PERIOD OF AT LEAST 
21 DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT PRIOR TO HIS EXECUTION 
HEREOF. FURTHERMORE, IT IS AGREED THAT EMPLOYEE SHALL HAVE THE RIGHT TO 
REVOKE THIS AGREEMENT BY WRITTEN NOTICE TO THE COMPANY WITHIN SEVEN DAYS 
FOLLOWING ITS EXECUTION.  FOR THIS REVOCATION TO BE EFFECTIVE, WRITTEN NOTICE 
MUST BE RECEIVED BY THE COMPANY'S CHIEF EMPLOYEE OFFICER NO LATER THAN THE 
CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER EMPLOYEE SIGNS THIS AGREEMENT.

          IF EMPLOYEE DOES SO REVOKE, THIS AGREEMENT WILL BE NULL AND VOID 
AND, SUBJECT TO APPLICABLE LAW, THE COMPANY SHALL HAVE NO OBLIGATION 
WHATSOEVER TO EMPLOYEE, AND EMPLOYEE WILL NOT RECEIVE THE CONSIDERATION 
DESCRIBED IN SECTION 1.

          THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE UNTIL 
AFTER THE EXPIRATION OF THIS SEVEN-DAY REVOCATION PERIOD; AFTER SUCH TIME, IF 
THERE HAS BEEN NO REVOCATION, THIS AGREEMENT SHALL BE FULLY EFFECTIVE AND 
ENFORCEABLE. IF THIS AGREEMENT IS REVOKED BY EMPLOYEE IN ACCORDANCE WITH THIS 
SECTION 5, EMPLOYEE SHALL RETURN TO THE COMPANY ALL CONSIDERATION AND 
BENEFITS PROVIDED BY THE COMPANY TO WHICH EMPLOYEE WOULD NOT BE ENTITLED 
ABSENT THIS AGREEMENT.

          6    ACKNOWLEDGEMENT AND CONSIDERATION.  The consideration 
described in Section 1 is being provided in return for Employee's providing 
this release and not revoking under Section 5 so that this release becomes 
effective. Employee acknowledges that the payments set forth in Section 1 is 
more than the Company is required to provide under its normal policies and 
procedures, and any existing agreements between Employee and the Company or 
its successors or assigns, and is an amount to which he would not otherwise 
be entitled by virtue of any contract, Company policy or practice, or any 
federal, state or local statute, ordinance, order or law.

          7    LEGAL FEES AND EXPENSES.  In the event of litigation between 
the parties regarding interpretation or enforcement of this release, the 
parties agree that the prevailing party shall be entitled to recover 
reasonable attorneys' and related fees and expenses incurred in connection 
with the litigation.

          8    NO AUTHORITY OR RESPONSIBILITY.  Employee acknowledges that he 
shall have no supervisory, managerial or agency responsibility or authority 
from and after the Termination Date and agrees not to involve himself in any 
activities of the Company, except as may be requested below by the Chairman, 
President and Chief Employee

                                       4

<PAGE>

Officer of the Company.  Employee also acknowledges that effective as of the 
termination of his employment, he does not have authority to bind the Company 
to any contracts or commitments and agrees that he shall not create any 
obligation for or bind or attempt to bind the Company, its successors or 
assigns, in any manner whatsoever.

          9    MISCELLANEOUS.

          (a)  AFFILIATE DEFINITION.  "Affiliate" shall mean any person, firm 
or corporation which directly, or indirectly through one or more 
intermediaries, controls, is controlled by, or is under common control with, 
the persons specified.
     
          (b)  LAW AND INTERPRETATION.  This release shall be governed by, 
construed and interpreted in accordance with the laws of the State of 
Pennsylvania.  With respect to each and every term and condition in this 
release, the parties understand and agree that the same have or has been 
mutually negotiated, prepared and drafted, and that if at any time the 
parties hereto desire or are required to interpret or construe any such term 
or condition or any agreement or instrument subject hereto, no consideration 
shall be given to the issue of which party hereto actually prepared, drafted 
or requested any term or condition of this Agreement or any agreement or 
instrument subject hereto.

          IN WITNESS WHEREOF, Employee has executed this release as of the 
date first above written.



                                       ---------------------------------------
                                       [NAME OF EMPLOYEE]











                                       5

<PAGE>





                                                                      EXHIBIT C









                                 July__,1997




Daylene Burnside
Executive Director
The Luzerne Foundation
[ADDRESS]


Dear Ms. Burnside:

          Rykoff-Sexton, Inc. is pleased to announce that it has decided to 
make a $100,000 per year contribution of cash or in-kind services (valued at 
cost) to The Luzerne Foundation ("Foundation") for each of 1997, 1998, 1999, 
2000, and 2001. In-kind services may include office space, salary and 
benefits for an Executive Director and/or other such positions as the 
Foundation may need, and payment of reasonable expenses associated with 
travel or other Foundation business.

          We look forward our continued relationship with the Foundation.


                                       Very truly yours,




                                       Mark Van Stekelenburg
                                       Rykoff-Sexton, Inc.