<PAGE>

                  AMENDMENT NO. 1 TO SALES AND PURCHASE AGREEMENT

       This is an Amendment No. 1 dated as of April 17, 2000, between Unified
FoodService Purchasing Co-op, LLC ("UFPC") and Packaging Resources
Incorporated ("PRI") to that certain Sales and Purchase Agreement (the
"Agreement") dated as of June 1, 1998, by and between Tricon Restaurant
Services Group, Inc. ("TRSG"), a subsidiary of Tricon Global Restaurants,
Inc., and certain Affiliates (as defined therein) and PRI, TRSG joins in this
Agreement for the purposes set forth in Section 8 below.

                                   RECITALS

       A.     TRSG assigned to UFPC, and UFPC assumed from TRSG, certain
rights, duties and obligations under the Agreement (including, but not
limited to TRSG's obligation to the purchase and pay for Products) as of
March 1, 1999.  UFPC assumed all of TRSG's obligations under the Agreement
other than those providing for the exercise of franchisor brand management
functions, which TRSG and its Affiliates exclusively remain responsible for
under the Agreement.

       B.     PRI has acknowledged the assignment and assumption of the
Agreement as described in Recital A above.

       C.     On January 31, 2000, AmeriServe Food Distribution, Inc,
("AmeriServe") filed a petition (the "Bankruptcy Petition") under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court").

       D.     PRI is owed [*] in prepetition accounts receivable by
AmeriServe ("Prepetition AmeriServe Receivables"), which are described in
detail on SCHEDULE A attached hereto.  Pursuant to Section 3(E) of the
Agreement, TRSG, or its designee, is required to pay for any Products
purchased under the Agreement.

       E.     UFPC, as a limited assignee under the Agreement, and PRI desire
to settle any dispute which may exist regarding the payment of the
Prepetition AmeriServe Receivables and otherwise to amend the Agreement as
provided below.

       NOW, THEREFORE, in consideration of the mutual promises of performance
by the parties hereto and for other good and valid consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

       1.     CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT.  PRI hereby
acknowledges and confirms its consent to UFPC's limited assumption, and
TRSG's limited assignment to UFPC, of the Agreement as described in Recital A
above.

       2.     SETTLEMENT OF UFPC'S OBLIGATIONS WITH RESPECT TO PREPETITION
AMERISERVE RECEIVABLES.  Concurrently with the execution and delivery of this
Agreement, UFPC shall pay [*] in immediately available funds to PRI.  In
consideration thereof, and the other covenants and agreements contained in
this Agreement, PRI hereby:

<PAGE>


              (a)    Releases UFPC, TRSG, and the Affiliates from any and all
liability under the Agreement to pay the Prepetition AmeriServe Receivables;

              (b)    Agrees that it shall (i) prepare a proof of claim (the
"Proof at Claim") with respect to the Prepetition AmeriServe Receivables;
(ii) provide an advance copy of the Proof of Claim to UFPC for its review and
comment at least two (2) business days prior to filing; (iii) timely file the
Proof of Claim with the Bankruptcy Court; (iv) use commercially reasonable
efforts to diligently prosecute collection of the Proof of Claim; and (v)
consult with UFPC regarding collection of the Proof of Claim; and

              (c)    Agrees to pay to UFPC any and all amounts recovered by
PRI from AmeriServe or any other person with respect to the Prepetition
AmeriServe Receivables in excess of the sum of (i) [*] plus (ii) PRI's
out-of-pocket cost of funds for carrying the non-current Prepetition
AmeriServe Receivables and PRI's reasonable cost of collecting such
Prepetition AmeriServe Receivables.

PRI represents and warrants to UFPC that (i) AmeriServe does not owe PRI any
amounts with respect to Products purchased by AmeriServe from PRI prior to
the filing of the Bankruptcy Petition, other than the Prepetition AmeriServe
Receivables listed on Schedule A hereto, and (ii) PRI has good and marketable
title to the Prepetition AmeriServe Receivables free and clear of all liens,
claims, or encumbrances ("Liens") other than Liens securing PRI's debt to
PRI's financial institution lenders.  PRI further covenants not to transfer
or place any Liens on any of its rights under the Proof of Claim or to the
Prepetition AmeriServe Receivables other than Liens granted to PRI's
financial institution lenders in the ordinary course of business.

       3.     EXTENSION OF TERM.   The first sentence of Section 1 of the
Agreement is hereby amended to read in its entirety as follows:

              This Agreement shall commence on the day and year stated above,
              and shall continue for a term of four (4) years thereafter
              (through May 31, 2002), unless earlier terminated as set forth
              herein.  The twelve (12) month period beginning June 1, 2001,
              is herein referred to as the "Extension Period".

       4.     AMENDMENT TO SECTION 2 AND EXHIBIT A.

              (a)    The first sentence of Section 2(A) is hereby amended and
restated to read in its entirety as follows:

              Subject to Section 3(D), TRSG agrees to purchase from PRI and
              PRI agrees to supply, annually until May 31, 2002 (i) [*] of
              TRSG's actual requirements of 32 oz. cruiser cups and lids
              described on Exhibit A for the Taco Bell system, (ii) [*] of
              TRSG's actual requirements of 44 oz. cruiser cups and lids
              described on Exhibit A for the Taco Bell system, and (iii)
              [*] of TRSG's actual requirements of 32 oz. cruiser cups and
              lids described on Exhibit A for the KFC system.

                                    -2-

<PAGE>


              (b)    Exhibit A of the Agreement is hereby amended to read in its
entirety as attached hereto.

              (c)    Section 2(B) of the Agreement is hereby deleted in its
entirety.

       5.     AMENDMENT TO SECTION 3(D).  Section 3(D) of the Agreement is
hereby amended and restated to read in its entirety as follows:

              PRI will have the opportunity to match distribution center
              delivered prices offered by PRI's competitors in good faith
              with respect to products comparable to the Products
              ("Comparable Products") that have been accepted by TRSG's or
              its Affiliates' technology personnel.  Upon receipt of written
              notice from TRSG or its Affiliates or assigns that TRSG's or
              its Affiliates' technology personnel have accepted a Comparable
              Product and that the offered price of such Comparable Product
              is less than the price of the Products hereunder accompanied by
              reasonable documentation of the foregoing, PRI shall have the
              opportunity immediately to offer the lower price, in writing,
              to TRSG and its Affiliates and assigns for Products sold
              hereunder; provided, however, if PRI does not immediately offer
              the lower price to TRSG and its Affiliates, TRSG and its
              Affiliates may (notwithstanding any other provision of this
              Agreement) purchase the Comparable Products at the lower price.
               The parties acknowledge and agree that this Section 3(D) shall
              apply only during the Extension Period.

       6.     TERMINATION OF DISTRIBUTOR PAYMENT GUARANTEE.  A new sentence
shall be added to Section 3(E) of the Agreement to read in its entirety as
follows:

              Notwithstanding any other provision of this Agreement, neither
              TRSG nor any of its Affiliates or assignees (including Unified
              FoodService Purchasing Co-op, LLC) shall have any obligation to
              pay, or guarantee the payment to PRI of, any amounts owed to
              PRI as a result of PRI's sale of Products during the Extension
              Period to distributors who serve TRSG or its Affiliates.  PRI
              acknowledges that its sole recourse for amounts owed by such
              distributors during the Extension Period shall be to receive
              direct payment from such distributors and that TRSG and its
              Affiliates and assigns (including the UFPC) shall have no
              financial liability whatsoever for any purchases made by
              authorized distributors.

       7.     EFFECT OF AMENDMENT.  The parties acknowledge that the Agreement
which was executed as of June 1, 1998, has, except as amended herein, not been
amended in writing or otherwise and remains in full force and effect.  All
covenants and agreements made herein shall have the same effect as if made in
the Agreement.


                                    -3-

<PAGE>


       8.     TRSG.  TRSG joins in this Amendment for the purpose of
acknowledging and confirming its terms as the initial obligor under the
Agreement.

       IN WITNESS WHEREOF, the parties have caused this amendment to be executed
by duly authorized officers as of the date set forth above, but actually on the
date set forth below.

                                   PACKAGING RESOURCES INCORPORATED

                                   By: /s/ Howard P. Hoeper
                                       --------------------------------------
                                   Title: Chairman of the Board, President
                                          and Chief Executive Officer
                                          -----------------------------------
                                   Date:  April 17, 2000
                                          -----------------------------------

                                   UNIFIED FOODSERVICE PURCHASING CO-OP, LLC

                                   By: /s/ Daniel E. Woodside
                                       --------------------------------------
                                   Title: President and Chief Executive
                                          Officer
                                          -----------------------------------
                                   Date:  April 18, 2000
                                          -----------------------------------


                                    -4-

<PAGE>


                                   TRICON RESTAURANT SERVICES GROUP, INC.

                                   By: /s/ [ILLEGIBLE]
                                       --------------------------------------
                                   Title: Vice President
                                          -----------------------------------
                                   Date:  April 18, 2000
                                          -----------------------------------


                                    -5-


<PAGE>

                                   Schedule A
                                      [*]

<PAGE>

                                  EXHIBIT "A"

                               "PRODUCTS" PRICING

<TABLE>
<CAPTION>

  CATEGORY         CUP                DESCRIPTION       VOLUME         CUP         DISPOSABLE
                   SIZE                                                               LID
----------------------------------------------------------------------------------------------
<S>                <C>                <C>               <C>            <C>         <C>
BASE BUSINESS/     32 oz.             1-6 colors        [*]            [*]            [*]
PROMOTIONAL        Cruiser                              Per Design
CUPS/LIDS          (Thermoformed)

BASE BUSINESS/     32 oz.             Game Label        [*]            [*]            [*]
PROMOTIONAL        Cruiser            Application       Per Design
CUPS/LIDS          (Thermoformed)    (See attached
                                      Exhibit A-1)

BASE BUSINESS/     44 oz.             1-6 colors        [*]            [*]            [*]
PROMOTIONAL        Cruiser                              Per Design
CUPS/LIDS          (Thermoformed)

BASE BUSINESS/     44 oz.             1-6 colors        [*]            [*]            [*]
PROMOTIONAL        Cruiser
CUPS/LIDS          (Thermoformed)

BASE BUSINESS/     44 oz.             1-6 colors        [*]            [*]            [*]
PROMOTIONAL        Cruiser
CUPS/LIDS          (Thermoformed)

BASE BUSINESS/     44 oz.             1-6 colors        [*]            [*]            [*]
PROMOTIONAL        Cruiser
CUPS/LIDS          (Thermoformed)
</TABLE>


PRICING NOTES - PRINTED CUP
---------------------------

1)   Cup prices are based on minimum order of [*] (one design).
2)   Prices are quoted per thousand cups and include the following:

     32 oz. Cruiser (Thermoformed)
     ---------------------------------
     A) Case pack of [*] for 32 oz cups.
     B) Case pack of [*] for lids.
     C) Line art charges and/or Process art charges.
     D) Prices are F.O.B. Plant of Manufacture (i.e., freight is not included in
        prices.)
     E) Floor loading only.

     44 oz. Cruiser (Thermoformed)
     ----------------------------
     A) Case pack of [*] for 44 oz. cups.
     B) Case pack of [*] for lids.
     C) Line art charges and/or Process art charges.
     D) Prices are F.O.B. Plant of Manufacture (i.e., freight is not included in
        prices).
     E) Floor loading only.

<PAGE>

                                  EXHIBIT A-1
                                      [*]

<PAGE>

                                  EXHIBIT "A"
                                  "PRODUCTS"

[LOGO]

                       TACO BELL PACKAGING SPECIFICATIONS

Date Written:  6/1/98
Specification Number:  0134
Author:  A. Marvel
PCN# TBD

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

TITLE:  Cup Lid for 32 oz Cruiser Cup (Packaging Resources Incorporated)

DESCRIPTION:  Thermoformed Plastic Snap On Cup Lid for Disposable Cruiser Cup

MATERIAL:  High Impact Polystyrene
           Blue Color Concentrate (Ferro CS682261 - FDA)

DIMENSIONS:  Outside Diameter [*]
             Lid Weight Target [*]
             Lid Weight Minimum [*]
             Lid Wall Thickness Minimum [*]

DRAWING NUMBER/SUPPLIER:  Reference Packaging Resources Lid Drawing #766C,
                          revision B dated 5-28-98

PRINTING:  Embossed per approved drawing

PACKING INSTRUCTIONS:  [*] Lids/Case
                       [*] Lids/Sleeve
                       [*] Sleeves/Case

ADDITIONAL INFORMATION:    Supplier must comply with FDA GMP practices in
                           manufacturing, processing, packaging and storage of
                           Taco Bell products.
                           This lid specification is to be used only with the
                           [*] lip diameter 32 oz. Cruiser Cup.

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

APPROVAL: /s/ Alex J. Marvel  6/1/98  Alex Marvel  National Packaging Manager
          --------------------------


<PAGE>

                                  EXHIBIT "A"
                                  "PRODUCTS"

[LOGO]

                       TACO BELL PACKAGING SPECIFICATION

Date Written:  6/3/98
Specification Number:  0138
Author:  A. Marvel
PCN# TBD

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

TITLE:  Cup Lid for 32 oz Cruiser Cup (Packaging Resources Incorporated)

DESCRIPTION:  Thermoformed Plastic Snap On Cup Lid for Disposable Cruiser Cup

MATERIAL:  High Impact Polystyrene
           Blue Color Concentrate (Ferro CS682261 - FDA)

DIMENSIONS:  Outside Diameter [*]
             Lid Weight Target [*]
             Lid Weight Minimum [*]
             Lid Wall Thickness Minimum [*]

DRAWING NUMBER/SUPPLIER:  Reference Packaging Resources Lid Drawing #TBD

PRINTING:  Embossed per approved drawing

PACKING INSTRUCTIONS:  [*] Lids/Case
                       [*] Lids/Sleeve
                       [*] Sleeves/Case

ADDITIONAL INFORMATION:    Supplier must comply with FDA GMP practices in
                           manufacturing, processing, packaging and storage of
                           Taco Bell products.
                           This lid specification is to be used only with the
                           [*] lip diameter 32 oz. PRI Cruiser Cup.

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

APPROVAL: /s/ Alex J. Marvel  6/3/98  Alex Marvel  National Packaging Manager
          --------------------------


<PAGE>

                                  EXHIBIT "A"
                                  "PRODUCTS"

[LOGO]

                       TACO BELL PACKAGING SPECIFICATION

Date Written:  2/15/98; 5/20/98 (updated)
Specification Number:  0132
Author:  A. Marvel
PCN# TBD

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

TITLE:  Plastic Cruiser Cup, 32 oz (Packaging Resources Company)

DESCRIPTION:  A printed disposable 32 oz. white plastic cup

MATERIAL:  High impact polystyrene
           White concentrate

DIMENSIONS:  Height [*]
             Rim Diameter [*]
             Base Diameter [*]
             Diameter under stack shoulder [*]
             Rim thickness [*] Maximum
             Cup weight [*]
             Fill Volume (to brim) [*]
             Side wall caliper [*] Minimum

DRAWING NUMBER/SUPPLIER:  Reference Packaging Resources Drawing #106758,
                          Revision B, dated 5/21/98

PRINTING:  6 color maximum printing per approved artwork
           Dry offset lithographic printing

PACKING INSTRUCTIONS:  Polybagged @ [*] cups per case
                       [*] cups/stack
                       [*] stacks/case

ADDITIONAL COMMENTS:  The supplier must comply with FDA GMP practices in the
                         manufacturing, processing, packaging and storage of
                         Taco Bell products.

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

APPROVAL: /s/ Alex J. Marvel  5/21/98  Alex Marvel  National Packaging Manager
          --------------------------