# Exhibit 10.27

# MASTER DISTRIBUTION
AGREEMENT

Master
Distribution Agreement (this Agreement), dated August 1, 2003, between SYSCO
CORPORATION for itself and on behalf of those of its operating subsidiaries and/or
divisions listed in Schedule 1 (collectively, SYSCO) and Champps
Entertainment, Inc.and each entity that owns or operates any of the
establishments listed as Customer Locations on Schedule 1 (collectively,
Customer).

# Background

A.    
          SYSCO performs regional and national marketing, freight management, consolidated
          warehousing, quality assurance and performance-based product marketing for
          suppliers of products to the foodservice distribution industry;

B.    
          SYSCO performs purchasing, marketing, warehousing, quality assurance, product
          research and development, transportation and distribution services for
          foodservice customers directly and through its operating subsidiaries and
          divisions (collectively, Operating Companies and individually,
          Operating Company); and

C.    
          Customer owns, operates, is a franchiser of, and/or acts as a group purchasing
          organization for the establishments listed in Schedule 1 (the Customer
          Locations).

D.    
          Customer desires to contract with SYSCO as its primary distributor for
          foodservice products (i.e., supplying 80% or more of such products) to all of
          its participating Customer Locations and SYSCO desires to perform these
          services.

In
consideration of the mutual obligations set forth below, the parties agree as follows:

# 1.        Appointment of
Distributor

Customer
appoints SYSCO to serve as its primary distributor to the Customer Locations of
foodservice products within the product categories described in Schedule 2
(Products). By appointing SYSCO its primary distributor Customer
agrees that each participating Customer Location will purchase not less than 80% of the
dollar volume of such Customer Locations purchase requirements of Products based
upon an aggregate basis.

Products
will include SYSCO® brand, national brand and other products stocked by SYSCO.
SYSCO® brand products include all products under trademarks or tradenames
owned by SYSCO as well as products under trademarks available exclusively to
SYSCO® in foodservice distribution channels.

# 2.        Customer Service
Provided by SYSCO

2.1        
Account Executive  SYSCO will assign an account executive and/or a customer
service representative to service Customers account. The account executive and/or
customer service representative will maintain contact with Customer Locations, on a
mutually agreed basis, to review service requirements.

2.2        
Item List  SYSCO, with assistance from Customer, will prepare order guides to
be used by the Customer when placing orders which will be provided on a monthly basis for
items priced monthly and on a weekly basis for items priced weekly. SYSCO will provide
order guides in hard copy format or electronically if the Customer utilizes a SYSCO direct
order entry system, at Customers option.

# 3.        Delivery Service
Provided by SYSCO

Each
Operating Company will establish a delivery schedule for each Customer Location within its
market area taking into consideration Customer needs and preferences and will use
reasonable, good faith efforts to make on-time deliveries.

# 4.        Information Services
Provided By SYSCO

4.1         Usage
Reports  SYSCO can provide Customer usage data selected from SYSCOs
standard report or flat file options. Standard data is made available either on hard copy
or electronically. The electronic options include EDI ANSI X.12, bulletin board, tape or
diskette. Should it become necessary to develop customized reports in lieu of or in
addition to the standard SYSCO reports, SYSCO will use reasonable efforts to provide such
reports. Customer agrees to pay for any additional costs incurred by SYSCO for the
development of any customized reports.

4.2        
Direct Order Entry Sysco will provide an Internet order entry
application (E-Sysco) utilizing a browser. E-Sysco will allow the customer locations to
directly place orders electronically with the servicing operating company.

4.3        
Supporting Software  SYSCO has available supporting software modules that
interface with the eSYSCO Order Entry System. This supporting software offers menu
planning and inventory management system and can be purchased through SYSCO for a nominal
fee.

4.4        
Third Party Providers  Upon the Customers written request, SYSCO will
provide to an agent representing a Customer for the purpose of information analysis, order
placement or processing, or supplier rebate application (a Third Party
Provider) purchasing information that is normally made available to the Customer,
subject to the below listed conditions: The information will only be made available in one
of SYSCOs standard electronic formats or utilizing EDI ANSI X.12 standards. All
information sent by SYSCO to an authorized Third Party Provider is for the sole use of the
Customer. Selling, utilizing, or disclosing such information to anyone other than the
Customer is prohibited. Prior to providing any such information to any such Third Party
Provider, SYSCO requires a Confidentially Agreement be in place with both the Customer and
the Third Party Provider prior to transmission of data to a third party.

# 5.     
   Pricing

5.1        
Definition of Cost  The price to Customer for all Products sold under this
Agreement (the Sell Price) will be calculated on the basis of Cost. Except for
contract pricing noted in 5.4, Cost is defined as the cost of the Product as
shown on the invoice to the delivering Operating Company, plus applicable freight. The
invoice used to determine Cost will be the invoice issued to the delivering Operating
Company by the supplier or by the Merchandising Services Department of SYSCO Corporation.
Cost is not reduced by cash discounts for prompt payment available to SYSCO or the
Operating Companies.

Applicable
freight, in those cases where the invoice cost to the delivering Operating Company is not
a delivered cost, means a reasonable freight charge to transport a Product from the
Supplier (as defined below) to the Operating Company. Freight charges may include common
or contract carrier charges imposed by the Product Supplier or a carrier, or charges
billed by Alfmark, SYSCOs freight management service. Applicable freight for any
Product will not exceed the rate charged by nationally recognized carriers operating
between the same points, for the same quantity of product, and the same type of freight
service.

5.2        
Merchandising Services  SYSCO performs value-added services for suppliers of
SYSCO®brand and other products (a Supplier) over and above procurement
activities typically provided. These value-added services include regional and national
marketing, freight management, consolidated warehousing, distribution, quality assurance
and performance-based product marketing. SYSCO may recover the costs of providing these
services and may also be compensated for these services and considers this compensation to
be earned income. Receipt of such cost recovery or earned income does not reduce Cost and
does not diminish SYSCOs commitment to provide competitive prices to its customers.

5.3        
Sell Price

(a)       
          Calculation of Sell Price  The Sell Price of each Product priced
          under this Agreement as provided in Schedule 2 will equal (i) the Cost of such
          Product plus (ii) the percentage of cost markup specified in Schedule 2 attached
          herein for such Product Category, less (iii) promotional allowances reflected on
          invoices to SYSCO operating companies which will be passed along as a temporary
          reduction in the Sell Price for the term of the promotion.

For
Example, a Product with a Cost of $10.00 per case, a Markup of 10% and a promotional
allowance of $.50 per case will have a Sell Price calculated as follows:

|                                                                                                                   |       
|------------------------------------------------------------------------------------------------------------------ | ------
|calculate base price $10.00 + (10% x $10.00) = $10.00 + $1.00  =                                       from markup | $11.00
|less promotional allowance                                                                                         | (.50) 
|Sell Price                                                                                                         | $10.50

(b)       
          Duration of Sell Price  Costs for all Products are recalculated
          with the following frequencies:

1)       
          Time of sale pricing  price sensitive products with volatile fluctuations
          in pricing (i.e. produce and fresh seafood);

2)       
          Weekly pricing  commodity products which reflect declines and advances in
          Cost on a regular basis, as determined by SYSCO (i.e. most protein products)
           will be in effect Monday through Sunday;

3)       
          Monthly pricing  fairly stable pricing for extended periods (i.e. most
          canned products)  will be in effect on the first calendar day of the month
          through the last calendar day of the month.

Variances can occur to the
Customers invoiced price due to starting and ending dates of Supplier Agreements, as
detailed in Section 6 hereof (and the timing of when Cost is determined).

SYSCO reserves the right to adjust
monthly or weekly pricing in the event of major (more than 10%) changes in Cost of any
Product. Adjustment shall not exceed the amount of the increase plus category mark-up as
listed in Schedule 2.

(c)       
          Time of Sell Price Calculation The following schedule will be used
          to determine when the sell price is calculated:

1)    
          Time of Sale Pricing  day of invoicing;

2)    
          Weekly Pricing  Thursday p.m. of the prior week;

3)    
          Monthly Pricing  25th of previous month.

(d)       
          Effective Date of Sell Price  Weekly pricing will be in effect
          Monday through Sunday. Monthly pricing will be in effect on the 1st
          day of the calendar month through the last day of the calendar month.

5.4        
Customer Contract Pricing  In the event the Customer negotiates contract
pricing directly with a Supplier, such contract cost with such Supplier will be used to
calculate the Customers Sell Price, regardless of SYSCOs Cost.

5.5        
Substitutions  Should a substitution be necessary, the delivering Operating
Company will ship a comparable product at a Sell Price calculated using the same
methodology and mark-up percentage as on the original Product ordered.

5.6        
Increase in Sell Price for Split Cases  Due to the added handling and damage
costs associated with handling less than full cases of Products, a special handling charge
of 10% per unit will be added to the Sell Price of all Product for which a Customer
requires a split and is sold by individual container or in less than full cases.

5.7        
Adjustment in Mark-ups for Unanticipated Problems If the operating costs of SYSCO
or any particular Operating Company are increased as a direct result of a significant
regional or national economic problem, including but not limited to fuel cost increases
and power shortages, SYSCO may, with written notice to the Customer, add a surcharge to
the Customers invoice to compensate for such increased costs.

# 6.        Supplier Agreements
 Administration and Handling

6.1        
Customer will provide SYSCO with written evidence of the existence of any contractual
agreements it has with any Supplier for the purchase of Products (Supplier
Agreements), utilizing the SYSCO Supplier Detail Form (Schedule 3). Supplier
Agreements include agreements for which the Supplier and Customer have agreed on
off-invoice allowances for Customer (Supplier Off-Invoice Allowances) or the
guaranteed cost Supplier will charge distributor for Product to be resold to Customer
(Supplier Guaranteed Distributor Cost). SYSCO will use the Supplier Guaranteed
Distributor Cost (of which it has been notified appropriately) as the Cost of such Product
when calculating its Sell Price, notwithstanding that the Cost of such Product to SYSCO
otherwise varies. SYSCO will provide for a Supplier Off-Invoice Allowance for a Product by
deducting such allowance value after the Sell Price of such Product is calculated in
accordance with Section 5.3. Any agreements between Customer and Suppliers shall be
subject to Section 8.4(a) herein.

6.2        
Equivalent SYSCO Branded Product. In the event Supplier is an authorized supplier
of SYSCO branded Product which is the equivalent of any Products covered by a Supplier
Agreement (the Equivalent SYSCO Product), SYSCO may provide such Equivalent
SYSCO Product to Customer under the terms of such Supplier Agreement provided that (i)
Customer has approved SYSCO branded Product for purchase, (ii) Supplier agrees that such
Supplier Agreement terms can be applied to the equivalent SYSCO branded Product; and (iii)
such equivalent SYSCO branded Product is stocked by an Operating Company servicing any
Customer Location.

6.3        
Effectiveness of Additional Supplier Agreements. For any Supplier Agreements which
are either (i) not listed on Schedule 3 or (ii) the terms of which change from what is
listed on Schedule 3 (New Supplier Agreements), SYSCO must be notified in
writing by the tenth (10th) day of any month for the pricing or allowances
under such New Supplier Agreements to be effective as of the first day of the following
month. (For example: Written notification of a New Supplier Agreement received on January
20th will not become effective until March 1st.) Furthermore, in the
event any documentation regarding the specifics of any New Supplier Agreement is
incomplete, while SYSCO will make every reasonable effort to secure such necessary
documentation to implement the terms and provisions of such New Supplier Agreement, if
such additional documentation is not received by the tenth of any month, the effectiveness
of the pricing and allowance terms thereof shall be delayed until the first day of the
second month following receipt of such documentation.

6.4        
Administrative Maintenance of Supplier Agreements. Customer agrees that SYSCO is
not responsible for inaccuracies, errors or omissions made by Supplier in connection with
the billing of the pricing and allowances under the Supplier Agreements and that
Customers sole and exclusive remedy for any such inaccuracies, errors or omissions
shall be directly with Supplier. (For example: If the terms and provisions of a New
Supplier Agreement are received by January 20th with direction to be effective
as of February 1st, the effective dates of such pricing allowances will be
March 1st and Customer will look only to Supplier to resolve any issues with
respect to such pricing and/or allowances not being effective as of February
1st.)

6.5        
Specifically Inventoried Proprietary Product  Effectiveness of Pricing
Changes. For Proprietary Products which are specifically inventoried for Customer
pursuant to the terms of a Supplier Agreement, Customer agrees that any changes in the
Supplier Guaranteed Distributor Cost will not be effective until such time as SYSCO
revalues its inventory of such Proprietary Product in accordance with its normal and
customary inventory valuation procedures, unless Supplier allows SYSCO to bill back
Supplier for such pricing and allowance modifications on its existing inventory at the
time of such changes, in which event the pricing to Customer shall change upon the
effective date of the New Supplier Agreement.

# 7.     
   Price Verification

Customer
will be allowed one (1) annual price verification at each delivering Operating
Company for purchases made under this Agreement. There will be a limit of fifteen (15)
items on any price verification. The price verification will consist of reviewing computer
reports documenting SYSCOs calculation of the Customers invoice price and
verification of the participating SYSCO Operating Companys delivered Cost. If
requested, applicable Supplier invoices and accompanying freight invoices will also be
made available. Price verification adjustments, if applicable, will be made utilizing the
net of undercharges and overcharges to the Customer. The price verification process is
subject to the following:

| | a. Customer must request
a price verification in writing at least twenty (20) business days prior to the suggested date of the price
verification. This request must identify the fifteen (15) items to be price verified and the period coverd; 
b. The date and time of price verification must be to the mutual agreement of both parties; 
c. The price verification will be made at the delivering Operating Companys location; 
d. Support for the price verification may not be removed from the delivering Operating Company location;
e. The period for which pricing is to be verified will not begin more than three (3) months prior to the date
of the price verification, and will cover only one pricing period.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Due
to the extensive time and complexity associated with price verification, SYSCO will not
permit computer generated price matching or electronic audits by or on behalf of Customers
or any Third Party Provider to be used in lieu of the price verification above.

# 8.        Proprietary and
Special Order Products

8.1        
Definition of Special Order Products  Special Order Products are defined as
products not inventoried by the SYSCO Operating Company whereby the Customer requests the
Operating Company to purchase said products on the Customers behalf.

8.2        
Definition of Proprietary Products  Proprietary Products are defined as
products bearing the customers name or logo or products with a unique formulation which
are restricted for sale to one Customer, or national branded products that would otherwise
not be inventoried except for the requirements of the Customer. Products that are produced
for SYSCO under the Sysco Brand will be considered Proprietary when the Customer
designates the product must be procured from one specific supplier products.

8.3        
Proprietary Product and Special Order Products Requirements  Proprietary
Products and Special Order Products for the Customer must meet the following requirements:

a)       
          Suppliers of Proprietary Products and Special Order Products must provide SYSCO
          with SYSCOs required indemnity agreement and insurance coverage;

b)       
          Proprietary Products and Special Order Products must have a valid UPC number
          assigned and a scanable UPC bar code on each sellable unit;

c)       
          No Operating Company will have an obligation to carry a Proprietary Product if
          all Customer Locations purchasing from such Operating Company purchase
          less than 5 cases per week of that Product and the sales volume of such
          Proprietary Product in such Operating Company results in less than twelve turns
          of the inventory of such Product in any twelve month period.

d)       
          SYSCO utilizes several third party warehouses throughout the nation for the
          purpose of efficiently redistributing products (Redistribution
          Warehouses). Any Products placed into the Redistribution Warehouses must
          be inventoried on a consigned basis by either the Supplier or the Customer.

8.4        
Customer Responsibility for Proprietary Products and Special Order Products

a)       
          Hold Harmless  In the event any supplier of
          Proprietary Products or Special Order Products does not provide SYSCOs
          required indemnity, Customer will defend, indemnify and hold harmless SYSCO and
          its employees, officers and directors from all actions, claims and proceedings,
          and any judgments, damages and expenses resulting therefrom, brought by any
          person or entity for injury, illness and/or death or for damage to property in
          either case arising out of the delivery, sale, resale, use or consumption of any
          such Proprietary Product or Special Order Product, except to the extent such
          claims are caused by the negligence of SYSCO, its agents or employees.

b)       
          Minimal Movement Requirements  In the event SYSCO, at
          the request of the Customer, inventories Proprietary Products or Special Order
          Products (including without limitation, products featured by Customer for a
          limited time period) at either any Operating Companies or at any Redistribution
          Warehouse, and there is no Product movement within 30 days of delivery to such
          location, Customer agrees to cause such Products to be repurchased and if
          desired, take possession of all such Product within 14 days following written
          notification from SYSCO. Products repurchased will be at SYSCOs cost plus
          a reasonable transfer and warehouse handling charge not to exceed 10% of the
          products cost.

c)       
          Food Safety and Ground Beef  Food safety is of
          paramount importance to SYSCO, Customer and the ultimate consumer. To that end,
          SYSCO has developed a set of stringent standards for the production and
          packaging of ground beef (the SYSCO Ground Beef Safety Standards).
          In order to adequately protect SYSCO and Customer from potential food safety
          issues relating to the production and packaging of ground beef and the ultimate
          consumer, SYSCO shall not be obligated to utilize any Supplier of ground beef
          which does not meet the SYSCO Ground Beef Safety Standards, a copy of which has
          been previously provided to Customer, whether or not the ground beef supplied by
          such supplier has been designated by Customer as a Proprietary Product or
          Special Order Product.

d)       
          Termination  In the event of termination or
          expiration of this Agreement, Customer will purchase, or cause a third party to
          purchase, all remaining Proprietary Products and Special Order Products in
          SYSCOs inventory at SYSCOs Cost plus a reasonable transfer and
          warehouse handling charge not to exceed 10% of the Cost of such Proprietary
          Products or Special Order Products. In such an event, Customer will purchase or
          cause to be purchased all perishable Proprietary Products and Special Order
          Products within seven (7) days of the termination of this Agreement and all
          frozen and dry Proprietary Products and Special Order Products within fifteen
          (15) days of the termination of this Agreement, and Customer hereby guarantees
          payment for such Product purchased by a designated third party.

# 9.    
    Credit

9.1        Net Terms- Payment is due within 34 days from the date of the invoice.

SYSCO
reserves the right to modify payment terms for the Customer purchasing products under this
Agreement, in SYSCOs sole judgement, if SYSCO becomes aware of circumstances that
may materially and adversely impact such Customers ability to meet its financial
obligations when due.

Franchisee
Customers which are franchisees or members of group purchasing organizations will normally
be offered the standard credit terms offered hereunder. However, at the sole discretion of
the servicing SYSCO Operating Company and based on the credit worthiness of the individual
Customer Location (or the entity which owns or operates such Customer Location), terms
other than that stated in this Agreement may be applied.

9.2        Set Off- SYSCO's rights of set off and recoupment are recognized by Customer and preserved in all respects.

9.3        
Service Charge; Collection Fees  If invoices are not paid when due, a service
charge will be assessed to Customer, up to the maximum amount permitted by law (and in no
event to exceed 12%). Unpaid invoice balances and service charges due to SYSCO will be
deducted from any credits due to Customer. Customer shall pay all costs and expenses
(including reasonable attorneys fees) SYSCO incurs in enforcing its rights under
this Agreement including, without limitation, its right to payment for Product sold to
Customer.

9.4        
Applications  Customer (and each Customer franchisee and member of
Customers group purchasing organization) will complete, execute and deliver a new
account form to SYSCO before this Agreement becomes binding upon SYSCO.

9.5
        
Financial Information  The continuing creditworthiness of Customer is of central
importance to SYSCO. In order to enable SYSCO to monitor Customers financial
condition and if requested by SYSCO, Customer will supply quarterly and annual financial
statements to SYSCO consisting of an income statement, balance sheet and statement of cash
flow. SYSCO may request such further financial information from Customer from time to
time, sufficient, in SYSCOs judgment, to enable SYSCO to accurately assess
Customers financial condition.

9.6        
Delivery Stoppage  In the event Customer, or any company or entity which
purchases Products under this Agreement fails to make payment when due, SYSCO or any
participating Operating Company to which payment is due must provide Customer with seven
(7) days prior written notice prior to ceasing shipment of any Products to Customer or
other participating entity until the outstanding receivable balance is fully within terms.

# 10.     
   Term

The
term of this Agreement will begin on August 1, 2003, and will end at 5:00 p.m. Houston
time on July 31, 2008.

# 11.    
    Termination

This
Agreement may be terminated prior to its ending date for the following:

(a)       
          By either party for failure of the other party to comply with any material
          provision of this Agreement within sixty (60) days of such parties receipt of
          written notice describing said failure;

(b)       
          By SYSCO with respect to any Customer, immediately upon 30 days written notice
          to such entity if its financial position deteriorates materially, determined by
          SYSCO in its sole judgment; or SYSCO becomes aware of any circumstances that, in
          SYSCOs sole judgment, materially impacts such entitys ability to
          meet its financial obligations when due.

Upon
termination, Customer agrees to fully comply with all of its obligations under this
Agreement, including, without limitation to pay all invoices at the earlier of 1) the time
they are due or 2) two weeks from the date of the last shipment to a Customer Location.

# 12.        Perishable
Agricultural Commodities

This
Agreement may cover sales of perishable agricultural commodities as those
terms are defined by federal law. Generally, all fresh and frozen fruits and vegetables
which have not been processed beyond cutting, combining, and/or steam blanching are
considered perishable agricultural commodities as are oil blanched french fried potato
products. All perishable agricultural commodities sold under this Agreement are sold
subject to the statutory trust authorized by Section 5(c) of the Perishable Agricultural
Commodities Act, 1930 (7 U.S.C. 499e(c)). The seller of these commodities
retains a trust claim over these commodities and all inventories of food or other products
derived from these commodities until full payment is received.

# 13.     
   Miscellaneous

13.1        
Assignment  Neither party may assign this Agreement without the prior written
consent of the other party provided that SYSCO may utilize its Operating Companies to
perform as indicated in this Agreement. Subject to this limitation, this Agreement shall
be binding upon and inure to the benefit of the successors and assigns of each of the
parties.

13.2        
Entire Agreement  The parties expressly acknowledge that this Agreement
contains the entire agreement of the parties with respect to the relationship specified in
this Agreement and supersedes any prior arrangements or understandings between the parties
with respect to such relationship.

13.3         Amendments - This Agreement may only be amended by a written document signed by each of the parties.

13.4        
Notices  Any written notice called for in this Agreement may be given by
personal delivery, certified mail, overnight delivery service or confirmed facsimile
transmission. Notices given by personal delivery will be effective on delivery; by
overnight service on the next business day; by first class mail five business days after
mailing; and by facsimile when an answer back confirming receipt by the recipients
facsimile machine is received. The address of each party is set forth below.

13.5        
Donations  Due to the extreme competitiveness of this contract, SYSCO will be
unable to offer donations in either free goods, cash, or use of SYSCO owned equipment,
other than national conventions

---

Executed
as of the date set forth at the beginning of this Agreement.

|                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------
|Richard E. AbbeyRegional Vice President,  Multi-Unit Sales 71 Fuller RoadAlbany, NY  12205Telephone:  (518) 437-6257       Facsimile:   (518) 435-9365

|Copy to:
Dave Smallwood
SYSCO Corporation
1390 Enclave Parkway
Houston, Texas  77077-2099
Telephone:  (281) 584-1390
Facsimile:   (281) 584-4141 | 
|------------------------------------------------------------------------------------------------------------------------------------------------ | 

|CHAMPPS ENTERTAINMENT, INC.                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5619 DTC Parkway
Suite 1000                           
Englewood, CO  80111
Attention:      William H. Baumbauer,
   President            
Telephone:      303-804-1333
Facsimile:      303-529-8477
|                                                                                                                                                                                                    

---

# MASTER DISTRIBUTION
AGREEMENT

# Schedule Index

|                                                                            |                                                                                                                                                                                                         
|--------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Schedule 1  
Schedule 2  
Schedule 3  
Schedule 4  
Schedule 5  
Schedule 6 | Operating Companies and Participating Customer Locations as of Contract Date
Customer Mark-ups
SYSCO Supplier Detail Form
Proprietary Products List
Customer Representations
Customer Incentive Programs

---

# SCHEDULE 1TO MASTER DISTRIBUTION AGREEMENT

# Operating Companies
and Participating Customer Locations as of Contract Date

# 

| | Nobel/Sysco Food Services (Denver)
          Pegler-Sysco Food Services Company
              Ritter-Sysco Food Services
         Sysco Food Services of Arizona, Inc.
         Sysco Food Services of Atlanta, Inc.
  Sysco Food Services of Baltimore/Washington, Inc.
        Sysco Food Services of Charlotte, Inc.
         Sysco Food Services of Chicago, Inc.
       Sysco Food Services of Cincinnati, Inc.
        Sysco Food Services of Cleveland, Inc.
         Sysco Food Services of Dallas, Inc.
         Sysco Food Services of Detroit, Inc.
         Sysco Food Services of Houston, Inc.
      Sysco Food Services of Indianapolis, Inc.
       Sysco Food Services of Los Angeles, Inc.
        Sysco Food Services of Minnesota, Inc.
      Sysco Food Services of Philadelphia, Inc.
       Sysco Food Services of San Antonio, Inc.
      Sysco Food Services of South Florida, Inc.
     Sysco Food Services West Coast Florida, Inc.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# Nobel/Sysco Food
Services CompanyP.O. Box 5566 TADenver, CO 80217303-458-4000



|Key Personnel
Chris DeWitt
Ed DeCicco | President
Vice President, Program Sales
|------------------------------------- | ---------------------------------------

| |                                                                   
| | ------------------------------------------------------------------
| | Unit Location
8325 Park Meadows Center DriveLittleton,  CO   80124

---

# Pegler-Sysco Food
Services CompanyP.O.Box 80068Lincoln, NE 68501(402) 423  1031





|Key Personnel
Gary Rezac 
Mike Riordan | President
Vice President of National Accounts
|-------------------------------------- | ---------------------------------------------

|                                               | 
|---------------------------------------------- | 
|Units Serviced3001 South
144thStreetOmaha,  NE | 

---

# Sysco Food Services of
Metro NY, Inc.P.O. Box 2000Jersey City, NJ 07305201-433-2000

|                                      |                                         
|------------------------------------- | ----------------------------------------
|Key Personnel
Tom Russell 
Liz Aspray | President
 Vice President, Program Sales

|Units Serviced
418 Menlo Park MallEdison,  NJ  08837
|----------------------------------------------------

---

# Sysco Food Services of
ArizonaP.O. Box 23430Phoenix,  AZ  85063-3430(623) 936-9920

|Key Personnel
Michael Dickson
Andy Sundell | President
Vice President, Multi-Unit Sales
|------------------------------------------ | ------------------------------------------

|Units Serviced2520 E. Camelback Rd (add eff
Feb2003)Phoenix,  AZ  85016 | 
|----------------------------------------------------------------------- | 

---

# Sysco Food Services of
Atlanta P.O.Box 490379College Park,  GA  30349(404) 765  9900

|Key Personnel
Gordon Graham 
John Eichelberger | PresidentDirector of Multi-Unit Accounts
|---------------------------------------------- | ----------------------------------------

|Units Serviced7955 North Point ParkwayAlpharetta,  GA  30022 | 
|------------------------------------------------------------ | 

---

# Sysco Food Services of
Baltimore/WashingtonP.O. Box 10098000 Dorsey Run RoadJessup,  MD  20794
(410) 799-7000



|                                              |                               
|--------------------------------------------- | ------------------------------
|Key Personnel
Kent Humphries 
Alan Rosenblatt | PresidentVice President, Sales



|Unit Locations11694 Plaza America DriveReston,  VA  20190
Pentagon,  VA (eff 10/01/01)
Columbia,  MD (eff 11/12) | 
|---------------------------------------------------------------------------------------------------------------- | 

---

# Sysco Food Services of
Charlotte, Inc.P.O. Box 96Concord, NC 280264500 Corporate Drive NWConcord, NC 28027
(704) 786-4500



|Key Personnel
Robert J. Davis 
Perry Rutledge | PresidentDirector, Multi-units
|--------------------------------------------- | ------------------------------



|                                                                                                                              | 
|----------------------------------------------------------------------------------------------------------------------------- | 
|Units Serviced
1601 E. Woodlawn Road (08/01)
Charlotte, NC 282093741 Sumner Blvd. (add 12/19/02)
Suite OBA1
Raleigh, NC 27616 | 

---

# Sysco Food Services of
Chicago, Inc.250 Wieboldt DriveDes Plaines, IL
60016-3192847-699-5400



|                                       |                                           
|-------------------------------------- | ------------------------------------------
|Key Personnel
Chuck Staes 
Cathy Smith | President
Vice President, Program Accounts



|Units Serviced955 E. Golf RoadSchaumburg,  IL  60173
2301 Fountain Square DriveLombard,  IL   60148 | 
|--------------------------------------------------------------------------------------------------- | 

---

# Sysco Food Services of
Cincinnati, Inc. 10510 Evendale Drive Cincinnati, OH 45241 (513) 563  6300



|Key Personnel
Joe Calabrese 
Jim Norris | President
Vice President, Multi-unit
|--------------------------------------- | ------------------------------------



|Units Serviced161 Campus
View Blvd. EColumbus,  OH 43235
1827 Olentangy River RoadColumbus,  OH 43212
3991 Morse CrossingColumbus,  OH 43219
7880 Washington Village DriveCenterville,  OH 45459 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 

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# Sysco Food Services of
Cleveland, Inc.P.O. Box 94570 Cleveland, OH 44101216-587-0200



|Key Personnel
Chris Reasoner 
Rob Hauf | President
Manager, Multi-unit Sales
|-------------------------------------- | -----------------------------------

|Unit Locations
5835 Landerbrook DriveLyndhurst,  OH 44124 | 
|--------------------------------------------------------- | 

---

# Sysco Food Services of
Dallas, Inc. P.O. Box 814229Dallas, TX 75381-4229 14330 Gillis Road Dallas, TX 75244
 972-233-9700

|Key Personnel
Tom Huffhines 
Dee Claunch 
Jill Bodwell | President
Senior Vice President, Multi-unit
Director of Multi-unit Sales
|------------------------------------------------------ | ------------------------------------------------------------------------

|Units Serviced4951 Beltline RoadAddison,  TX 75240
Las ColinasIrving, TX | 
|------------------------------------------------------------------------ | 

---

# Sysco Food Services of
Detroit, Inc. P.O. Box 33579Detroit, MI 48232-5579313-397-7990

|Key Personnel
Mike Green 
Tim Churnesky | PresidentManager, Multi-Unit Accounts
|--------------------------------------- | -------------------------------------

|                                                                                                                                                                                                                             | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Units Serviced
19470 Haggerty RoadLivonia,  MI 48152
301 West Big Beaver Rd.Troy,  MI 48084
7410 Orchard Lake RoadWest Bloomfield,  MI 48322
Utica, MI (eff 10/21/01)
2800 Predye Blvd. (add eff 06/29/03)
Lansing, MI 48912 | 

---

# Sysco Food Services of
Houston, Inc.P.O. Box 15316Houston, TX 77220-5316 713-672-8080

|Key Personnel
Keith Miller 
Joe Pipak | President and CEO
Vice President, Program Sales
|------------------------------------- | -----------------------------------------------

|                                                              | 
|------------------------------------------------------------- | 
|Units Serviced1121 Uptown Park Blvd.
Suite AHouston, TX 77056 | 

---

# Sysco Food Services of
Indianapolis, Inc. P.O.Box 248Indianapolis, IN 46206(317) 291  2020

|Key Personnel
Walter Mills 
Delaine Driver | PresidentManager, Program Sales
|------------------------------------------ | -------------------------------

|                                                                                                         | 
|-------------------------------------------------------------------------------------------------------- | 
|Units Serviced8711 North River CrossingIndianapolis,  IN 46240
Downtown Indianapolis, IN  (eff 11/12/01) | 

---

# Sysco Food Services of
Los Angeles, Inc. 20701 East Currier RoadWalnut, CA 91789 909-595-9595

|Key Personnel
Dan Haag 
Ken Dermer | President
Vice President of National Accounts
|---------------------------------- | ---------------------------------------------

|Units Serviced51 Fortune DriveSuite  500Irvine,  CA 92718 | 
|--------------------------------------------------------- | 

---

# Sysco Food Services of
Minnesota, Inc.2400 County Road J St.Paul, MN 55112(612) 785  9000

|Key Personnel
Philip Seipp 
Timothy Peterzen | PresidentVice President,
Program Sales
|-------------------------------------------- | --------------------------------------

|Units Serviced 1641 Plymouth RoadMinnetonka,  MN 55305
790 W. 66th StreetRichfield,  MN 55423
8010 Glen LaneEden Prairie,  MN 55344 | 
|----------------------------------------------------------------------------------------------------------------------------------- | 

---

# Sysco Food Services of
Philadelphia, Inc.P.O. Box 6499Philadelphia, PA
19145-0199215-463-8200

|Key Personnel
Keith Shapiro 
Mike Perro | President
Director, Program Sales
|--------------------------------------- | ---------------------------------

|Units ServicedMarlton Corner 25 Route 73 SouthMarlton,  NJ 08053 | 
|---------------------------------------------------------------- | 

---

# Sysco Food Services of
San Antonio, Inc. P.O. Box 18364San Antonio, TX
78218-0364 210-661-4581

|Key Personnel
Bill Fisher 
Doug McCoy | PresidentDirector of Program Sales
|------------------------------------- | ----------------------------------

|Units Serviced11075 Interstate Highway 10 WestSan  Antonio, TX 78230 | 
|-------------------------------------------------------------------- | 

---

# Sysco Food Services of
South Florida, Inc. P.O. Box 64000AMiami, FL 33164305-651-5421

|Key Personnel
Tim Brown 
Don Foltz | PresidentDirector,
Program Sales
|---------------------------------- | --------------------------------

|Units Serviced6401 North Andrews AvenueFt.Lauderdale, FL 33309 | 
|-------------------------------------------------------------- | 

---

# Sysco Food Services
 West Coast Florida, Inc. P.O. Box 1911Palmetto, FL 34220-1911305-651-5421

|Key Personnel
Carl Cannova 
James Albritton | PresidentDirector, Program Sales
|------------------------------------------- | --------------------------------

|Units Serviced2223 N. Westshore Blvd. Ste 2221 (add 05/05/03) Tampa, FL 33607 | 
|----------------------------------------------------------------------------- | 

---

# SCHEDULE 2

# TO

# MASTER DISTRIBUTION
AGREEMENT

# CUSTOMER MARK-UPS

# ***** CONFIDENTIAL
*****

---

# SCHEDULE 3

# TO

# MASTER DISTRIBUTION
AGREEMENT

# Customer Negotiated
Supplier Agreements

# Details and Parameters

The suppliers verification and
authorization of details noted on the attached form, signed by both customer and supplier,
will allow SYSCO to qualify and promptly implement negotiated programs between the
customer and supplier. SYSCO will gladly accept a supplier written
contract as authorization, asking only that the pertinent information
detailed on the attached form is included. Please utilize the form as
needed to clarify details not specifically addressed in a written contract.

| | Please
return the form along with a copy of the contract by the 10th of the month
prior to the effective date of monthly pricing (or 20 days before the
customers non-standard calendar effective date).After review for completeness,
agreement information will be made available to the operating companies. Contracts
received by SYSCO after the cut-off date that lack pertinent information as requested on
the Customer Negotiated Supplier Agreement Form, and/or that are without complete SUPC
informationwill not be implemented by SYSCO until one month later. The
supplier will have sole responsibility to the customer for any discounts due during the
implementation period. SYSCO operating companies will not perform retro processing
procedures for agreements received after the cut off.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This form can be e-mailed as a
Word.doc for convenience in setting up and maintaining negotiated programs between the
customer and supplier.

---

# SYSCO CORPORATION

Customer Negotiated
Supplier Agreement Form

|Customer Name                   
Supplier Name                   
Supplier Contact Phone          
Supplier Contact Email Address | Customer Contact
Supplier Contact
Supplier Contact Fax
|--------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------

Customer Eligibility
Definition  (Customer and Affiliates)Pricing will be extended only to the
customer denoted above unless denoted below. Other affiliated customers to include
______________________________________________

Effective Dates  (MUST use full calendar months, i.e. 1-31, or customer defined
fiscal calendar)

|Begin Date: | End Date:
|----------- | ---------

Agreement Definition for
Customer/Supplier Negotiated Program (please check one)Guaranteed:
FOB cost_____ or Delivered cost_____ to SYSCO, or Allowance amount per case/lb_____.

SYSCO Operating Company
InclusionALL servicing this customer (YES is required for National Pricing eligibility)
(YES or NO) _______

# Brand Eligibility
Definition

|Manufacturer Brand  
SYSCO Brand | (YES or NO)____
(YES or NO)____ | Must be verified by SYSCO with
customer prior to implementation.
|-------------------------------- | ------------------------------- | ----------------------------------------------------------------

Item Inclusion and Data
Definition

For guaranteed cost programs, please
define only the net customer cost to the SYSCO operating companies. This will be the base
cost on which the SYSCO contracted customer margin will be applied. (If your contract is
FOB, this cost plus freight will be the base cost.)

o Please refrain from quoting a
billback amount.

|o Please refrain from quoting the SYSCO list or bracket price. (Customer contract pricing
should not be contingent on SYSCO operating company purchase patterns.)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------

o Please refrain from calculating
end-user invoice price. Margin, fee, and rounding errors may occur.

Cost Differential Bill
Back Definition 
Submit Bill Back to local broker.  (YES or NO)_____    (If NO, please complete the following)

Submit Bill Back to
Supplier at...

Supplier Name

Address

City, State, Zip

Attn:

|Supplier Authorization by _______________________________ 
Customer Authorization by ______________________________ | Date ______________
Date ______________
|------------------------------------------------------------------------------------------------------------------- | ---------------------------------------

---

# Item Inclusion List

|Customer Name | Supplier Name
|------------- | -------------

Agreement Definition for
Customer/Supplier Negotiated Program (please check one)Guaranteed:
FOB cost_____ or Delivered cost_____ to SYSCO, orAllowance amount per case/lb_____.

|SUPC | Manufacturer's  Product Code | Pack / Size | Product Description | Customer/SupplierNegotiated Cost or
Allowance Valueto SYSCO beforeMark-up/Margin/Fee
|---- | ---------------------------- | ----------- | ------------------- | ------------------------------------------------------------------------------------

---

# SCHEDULE 4

# TO

# MASTER DISTRIBUTION
AGREEMENT

# Customer Listing of
Proprietary Products

# CONFIDENTIAL

---

# SCHEDULE 5

# TO

# MASTER DISTRIBUTION
AGREEMENT

# Customer
Representations

This document was prepared and based
on the following customer assumptions. SYSCO reserves the right to modify the agreement in
the event these parameters are not achieved.

CONFIDENTIAL

2.    
          Customer will purchase not less than eighty percent (80%) of
          Customers purchase requirements for each category of Products.

3.    
          Customer will pay all amounts due SYSCO within the payment terms set forth in
          Section 9.

---

# SCHEDULE 6

# TO

# MASTER DISTRIBUTION
AGREEMENT

# Corporate Customer
Incentive

# Operating Company
Customer Incentive

A. Prompt Payment
Incentive

Each
Operating Company will offer an incentive allowance based on early payment of each
individual customer invoice.

CONFIDENTIAL

B. Delivery Size Incentive

SYSCO will pay an allowance of (see
chart below) percent of all purchases of Product from SYSCO, subject to the exclusions
noted below, and provided the average delivery (in dollars) equals or exceeds (see chart
below). This allowance will not be paid on sales of Products (i) the price of which is
calculated on the basis of Cost plus a fixed fee and (ii) where Customer and the Product
supplier have agreed on a selling price to SYSCO or on a special allowance for Customer
(see Schedule 2 of this Agreement). No allowance will be paid on any delivery when the
corresponding invoice is paid outside the credit terms of this Agreement.

Monthly Average Order
Size Incentive

CONFIDENTIAL

C. Access Fee/New
Restaurant Location

CONFIDENTIAL