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                                                              EXHIBIT 10.31.3

                    SECOND AMENDMENT TO AGREEMENT OF LEASE

    THIS SECOND AMENDMENT TO AGREEMENT OF LEASE (the "Second Amendment") is
made and is effective as of the 1st day of July, 1997, by and between
PAUL-FRANCIS REALTY, L.P., a Pennsylvania limited partnership, with offices
located at 613 Baltimore Drive, East Mountain Corporate Center, Wilkes-Barre,
Pennsylvania 18702 (the "Lessor") and U.S. FOODSERVICE, INC., a Delaware
corporation, with offices located at 613 Baltimore Drive, East Mountain
Corporate Center, Wilkes-Barre, Pennsylvania 18702 (the "Lessee").

                                 WITNESSETH:

    WHEREAS, Lessor and Lessee entered into an Agreement of Lease (the "Lease")
on February 28, 1996, regarding commercial office space as described therein;
and

    WHEREAS, Lessor and Lessee amended the Lease Letter Amendment on February
18, 1997; and

    WHEREAS, Lessor and Lessee desire to further modify the Lease by, among
other things, increasing the space that the Lessee is leasing from Lessor.

    NOW, THEREFORE, in consideration of increased rent, and the mutual
covenants, promises and agreements herein set forth and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Lessor and Lessee, intending to be legally bound, hereby agree
as follows:


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    1.   INCREASE OF LEASED SPACE.  Lessor does hereby demise and let unto the
Lessee and the Lessee does hereby hire and rent from the Lessor an additional
twenty-six hundred fifty-three (2,653) square feet of space as more particularly
delineated on the map attached hereto as Exhibit "A" and incorporated herein and
which, for the purposes of the Lease shall be considered part of the Leased
Premises.

    2.   PARKING.  Subject to the terms of the Lease, the Lessee is entitled to
parking privileges with respect to ten (10) additional parking spaces, bringing
the total number of spaces available to Lessee to 110.

    3.   TERM.  The term of this Second Amendment (the "Term") shall be
coincidental with the term for the Lease.

    4.   ADDITIONAL RENT.  Subject to the terms and conditions of the Lease,
commencing July 1, 1997, Lessee shall pay to Lessor increased rent for the
additional space leased, in the annual amount of Twelve and 50/100 Dollars
($12.50) per square foot (i.e., Thirty-Three Thousand One Hundred Sixty-Two and
50/100 Dollars ($33,162.50) per annum).  The additional rent shall be payable in
equal monthly installments of Two Thousand Seven Hundred Sixty-Three and 54/100
($2,763.54).

    5.   PROPERTY TAXES.  The Lessee's Proportionate Share, as set forth in
Paragraph 7 of the Agreement of Lease shall also be adjusted accordingly and,
therefore, the Lessee's "Proportionate Share" shall be sixty-one and two-tenths
percent (61.2%) (determined by dividing the actual square footage leased,
thirty-six thousand two hundred nineteen (36,219) square feet by the actual
total


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number of rentable square feet contained in the building, Fifty-Nine Thousand
Two Hundred Six (59,206) square feet.

    6.   OTHER LEASE TERMS.  All other terms and provisions of the Lease shall
remain in full force and effect and shall not be affected hereby.

    IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
have caused this Second Amendment to the Agreement of Lease to be duly executed
as of the day and year first above written.

ATTEST:                           LESSOR:

                                  PAUL-FRANCIS REALTY, L.P.
                                  a Pennsylvania limited partnership, by
                                  Paul-Francis Equities, Inc., General Partner


/s/                               BY:  /s/  Paul J. Siegel
------------------------          --------------------------------------------
                                       PAUL J. SIEGEL, JR.
                                  Its: PRESIDENT


ATTEST:                           LESSEE:

                                  US FOODSERVICE INC.,
                                  a Delaware corporation


/s/                               BY:  /s/  William Griffin
------------------------          --------------------------------------------
Title:  VP & SEC.                 WILLIAM GRIFFIN
                                  Its: VICE PRESIDENT - ADMINISTRATION
     (CORP SEAL)


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                                     EXHIBIT "A"



         [Map that illustrates additional 2,653 square feet of office space.]