EXHIBIT 10.42

                            Equipment Blanket Service
                                    Agreement

                                       For
                             Dillon Companies, Inc.
                        dba King Soopers and City Market
                                    65 Tejon
                                Denver, CO 80223










                                  Presented by
                          OneSource Technologies, Inc.
                              7419 East Helm Drive
                              Scottsdale, AZ 85260
                         800-279-0859 o 480-889-1166 fax









                                       1

<PAGE>



ONESOURCE TECHNOLOGIES, INC. ("ONESOURCE") hereby agrees to provide, and the
DILLON COMPANIES INC. dba KING SOOPERS and CITY MARKET ("CLIENT") hereby agrees
to accept maintenance service as described in Attachment A for the equipment
specified and listed in accordance with the terms and conditions contained
hereinafter in this Agreement.

1.   General
     -------

     This is a flat rate contract that covers ("Blankets") all equipment types
     specified on Attachment A, Equipment Inventory based on equipment counts
     determined via an inventory provided by the CLIENT. If equipment is added
     to the inventory during the contract period, ONESOURCE will cover it
     without increasing the contract amount. New store locations will be added
     to the Agreement by Addendum at the monthly rate specified in Attachment A.
     If equipment is deleted from the inventory during the contract period,
     there is no change in the contract amount. During the contract period
     ONESOURCE and the CLIENT each agree to endure the risk of equipment
     movements and changes. Annually ONESOURCE will update the inventory and
     make appropriate adjustments to reflect actual equipment count. The only
     caveat to the fixed-count-fee will be major equipment realignments like
     branch or department dissolution or additions and acquisitions.

2.   Scope of Work and Contract Fees
     -------------------------------

     The scope of work is performed on a flat rate basis and includes labor,
     parts and travel to maintain all the equipment items specified in
     Attachment A based on an inventory provided by the CLIENT. Fees - The Total
     Annual Contract Fee is outlined in Attachment A. The contract and fees will
     be reviewed and adjustments made annually, as agreed upon by both parties.
     Further, the proposed amount assumes all equipment items are in
     satisfactory working condition. In the event CLIENT acquires new locations
     or adds new style equipment to the Agreement, OneSource agrees to inspect
     all equipment within forty five (45) days and will perform any repair work
     required to bring equipment into good working order according to factory
     specifications. There is no labor charge for this inspection, but any parts
     or supplies required will be billed to The CLIENT as agreed upon by both
     parties prior to any repairs. Service provided by this Agreement is
     described in Attachment A and includes:

a)   Labor for:

     o    Adjustments
     o    Repairs and replacement of damaged and/or inoperative parts
          necessitated by normal use of the equipment
     o    Lubrication; and
     o    Cleaning as determined appropriate and necessary by authorized
          ONESOURCE service representatives during service calls.

b)   Replacement parts required by normal use of the equipment; and,

c)   Travel -Transportation and related technician travel costs to the equipment
     site.
<PAGE>
3.   Terms and Conditions
     --------------------

Time and Material Prices
     In the event that ONESOURCE is called upon to service and/or repair
     equipment items not covered by this Agreement or its addendums, ONESOURCE
     will charge on a Time and Materials basis.

     Labor Rates are negotiable per hour depending on the equipment type.

     Trip Charges - Technician Trip charges are determined from the technician's
     point of origin to the site of repair. Charges will be assessed as follows:

           Up to fifty (50) miles waived Each additional fifty (50) mile
           increment or portion thereof - $25.00

     Parts are billed separately. A 30-day service warranty is included for all
     repaired and/or serviced equipment items.

4.   Staff, Business Qualifications And Training
     -------------------------------------------

     ONESOURCE agrees to provide qualified service technicians who:

     o    Are adequately insured; each technician is covered by $2 million of
          general liability insurance and $100/$300 thousand auto liability
          insurance.
     o    Can lucidly communicate in English.
     o    Carry authorized ONESOURCE id badges.
     o    ONESOURCE carries an additional $2 million liability umbrella policy
          and actual cash value baileys insurance for CLIENT equipment items in
          its possession.
     o    ONESOURCE maintains Worker's Compensation insurance on all employees
          in accordance with government requirements.
     o    ONESOURCE shall document the appropriate terms and conditions of this
          Agreement and review in detail with each Field Service Representative
          (FSR). Each FSR will receive a copy and, by signature of acceptance,
          acknowledge receipt and complete understanding.

5.   Service Call Dispatch Process
     -----------------------------

     ONESOURCE will work with CLIENT representatives to define and implement
     appropriate dispatching procedures. The CLIENT will contact ONESOURCE on a
     dedicated 800 number phone line or via web site call placement. Information
     provided to ONESOURCE:

     o    Store Number
     o    Equipment Type, Make, and Model
     o    Equipment location, i.e. deli, office, lane number
     o    Nature of problem
     o    Store contact and phone number

     Call Escalation -

     Attachment B details the Call Escalation procedure. The Call Escalation
     procedure ensures that appropriate steps will be taken and that both the
     Client and OneSource Management are consulted and kept informed of
     maintenance status.


                                       3
<PAGE>
6.   Service Hours
     -------------
     See details listed in Attachment A

7.   Preventative Maintenance

     Preventative Maintenance field procedures consist of an initial assessment
     and diagnoses of the overall operating performance of the equipment item,
     followed by adjustments to bring the machine in concert with OEM specified
     tolerances and, as applicable, oiling, lubricating and cleaning of the
     machine.

     Initial Implementation Phase: ONESOURCE schedules "wholesale" Preventative
     Maintenance on a location-by-location basis, where service technicians
     visit sites for the sole purpose of performing Preventative Maintenance for
     all covered equipment.

     Continuation Phase: Technician performs Preventative Maintenance on a
     continual basis at all CLIENT sites.


8.   Response Time
     -------------

     o    Mission Critical Systems are defined as those components in Attachment
          A requiring two (2) hour response.
     o    Non Mission Critical Systems are defined as those components in
          Attachment A requiring four (4) hour response.
     o    The Measurement period for determination of potential penalties is
          defined as a calendar month.
     o    Service calls requiring data backup and/or system restores may be
          exempt from these time commitments as mutually agreed upon by
          appropriate level Client and OneSource Management.

     Penalties - Reports will be made available to Client on a monthly basis to
     include a breakdown of the average time to complete all Client placed
     service calls. In the event the average exceeds two-and-one-quarter (2-1/4)
     hours for Mission Critical Systems or four-and-one-half (4-1/2) hours for
     Non Mission Critical Systems, OneSource is subject to a penalty of
     $1,250.00. This penalty shall be reflected in the next monthly billing
     cycle in the form of a credit.

9.   Billing
     -------

     CLIENT agrees to pay one twelfth (1/12) of the annual contract fee to
     OneSource due on the fifteenth of the preceding month.

     The contract and fees will be reviewed and adjustments made annually, as
     agreed upon by both parties.

10.  Reporting
     ---------

     The Client will have access to Client specific data via the OneSource web
     page. Information available includes:

     o    Open Calls Report
     o    Complete information of each closed call during the past 30 days
     o    Total number of service calls

                                       4
<PAGE>
     In addition to web available information, OneSource will provide Equipment
     specific service history. Frequency and equipment to be determined on a
     case by case basis. The information available shall be modified and further
     developed as mutually agreed upon by Client and OneSource Management.

11.  Limitations


     Classification of all items within this Section 11 - Limitations, shall be
     mutually determined by Client Management and OneSource National Field
     Service Manager.


     Consumable Items: The contract does not include replacement of consumable
     (supply) items. These items will be billed separately. Manufacturer
     guidelines determine repair parts from consumable supply items. Consumable
     parts (supplies) are generally defined as those that wear out and/or
     require periodic replacement as a result of day-to-day use, wear and tear.
     Any part, module, component assembly, cartridge, service manual or unit
     designed by the manufacturer to be replaced by the operator is considered a
     supply item. See Attachment C for Consumable Guidelines. The following are
     not general defined as consumable items and are covered: exterior covers,
     brackets, supports, cassettes, trays, doors, panels or hinges.

     Damage to Equipment items detailed in Attachment A or parts to such
     equipment necessitated by or arising out of CLIENT misuse, abuse,
     negligence or causes beyond ONESOURCE control, including but not limited to
     theft, fire, or acts of God are not covered by this Agreement and
     accordingly, all labor, parts and other costs required as a result of such
     factors will be accumulated to the end of each Client fiscal period.

     Equipment Alterations and Modifications must be approved and/or recommended
     by the manufacturer of that equipment. ONESOURCE will not alter or modify
     equipment at the request of the operator nor will ONESOURCE be responsible
     for supporting the use of equipment that is being used outside the
     manufacturer's design specifications.

     Technology and Obsolescence. ONESOURCE cannot be held liable for the
     unavailability of parts due to: equipment age; technology changes;
     manufacturer availability or reliability; or, any other factor beyond its
     control. If it is determined that parts or supplies for equipment under
     contract are no longer available to ONESOURCE, the CLIENT representative
     will be notified that the equipment will no longer be serviced, and
     appropriate adjustments will be made as appropriate to Equipment Inventory
     and corresponding fees.

     Excessive Repair Costs - ONESOURCE reserves the right to deem any equipment
     not repairable if repair cost exceeds fifty percent (50%) of the cost for a
     new equivalent piece of equipment. If this decision is made, ONESOURCE will
     inform the CLIENT before any other action or repair is started.


                                       5
<PAGE>
     Accidental Damage - Service calls placed due to occasional CLIENT
     customer's acts or omissions including but not limited to "spilling soda on
     a keyboard," or "crashing a cart into a credit card reader" will not be
     considered operator error, and accordingly, would be covered under this
     Agreement.

12.  Equipment Reconditioning
     ------------------------

     When ONESOURCE determines a shop reconditioning is necessary to keep the
     equipment in appropriate working condition, ONESOURCE will submit to the
     CLIENT an estimate of needed repairs and the cost thereof. Billing for
     these repairs will be invoiced separately. If CLIENT does not authorize
     such reconditioning, ONESOURCE may, at its option discontinue service of
     the equipment item.

13.  Loaner Equipment
     ----------------

     In the event that it is determined a piece of equipment should be removed
     to the OneSource Service Facility for repair and/or reconditioning the
     following procedure will be used:

     o    Appropriate King Soopers Support Management will be contacted and
          approval obtained.
     o    Loaner equipment to be deployed will be approved by the appropriate
          Manager.
     o    In the case of networked equipment, OneSource will work with the
          appropriate Support group to correctly implement network address.
     o    Loaner equipment will be compatible and will be functionally
          equivalent to the equipment it is replacing.
     o    Loaner equipment will not be used as a permanent replacement.

14.  Term and Renewal
     ----------------

     Coverage Period -The term of this Agreement shall be from 02/01/2004 TO
     01/31/2005.
     The Annual Contract Fee for Year One is reflected in Attachment A.
     No less than Ninety (90) days prior to contract anniversary date, OneSource
     and CLIENT will mutually create a revised Attachment A, Equipment Inventory
     and corresponding Total Annual Contract Fee.
     Agreement Cancellation - During the first ninety (90) days of this
     Agreement, neither party, ONESOURCE or The CLIENT, may cancel this
     Agreement. Thereafter, either party to this Agreement may terminate the
     Agreement at any time by delivering written notice to the other party sixty
     (60) days prior to the intended termination date. In the event this
     Agreement is terminated, the unused balance of the Annual Contract Fees, as
     specified in Attachment A, will be prorated and refunded to the CLIENT.


                                       6
<PAGE>
     Termination for Cause - Either party may terminate this Agreement: (1) with
     thirty (30) days written notice to the other in the event that (a) the
     other party is in breach of this Agreement and such breach has not been
     cured within thirty (30) days after written notice thereof to such other
     party or (b) if a court of competent jurisdiction issues a final order or
     judgment which holds that this Agreement or the Services offered hereunder
     are in violation of the law, or if a party is required to terminate any of
     the Services of this Agreement by law or regulation.

     Disclaimer and Limitation of Liability Notwithstanding negligence,
     omissions or criminal acts, OneSource will not be liable for any loss of
     data, lost profits, lost savings or other consequential damages, except as
     expressly provided herein, OneSource disclaims all other warranties,
     express or implied, including any implied warranty of merchant-ability,
     fitness for use or fitness for a particular purpose other than those set
     forth herein.15. Governing Law This Agreement shall be governed by and
     construed according to the laws of the State of Colorado.

16.  Dispute Resolution
     ------------------

     All disputes relating to this contract will be resolved by arbitration.
     Disputes shall be submitted to a panel of three (3) arbitrators, with each
     party choosing one (1) panel member and the third member chosen by the
     first two (2) panel members. The proceedings shall be conducted in
     accordance with the Commercial Arbitration Rules of the American
     Arbitration Association. The award of the arbitrators shall include a
     written explanation of their decision and shall be binding upon the Parties
     and enforceable in any court of competent jurisdiction.


17.  Indemnification
     ---------------

     ONESOURCE agrees to defend, indemnify and hold harmless CLIENT and its
     officers, directors, customers, employees, agents and affiliates from all
     claims, losses, damages, judgments, liabilities, obligations, costs and
     expenses, including attorney's fees and costs, directly or indirectly
     incurred by CLIENT as a result of ONESOURCE or its employees or agents
     negligence, intentional act or omission, breach of this Agreement or
     ONESOURCE's alleged failure to comply with the requirements of applicable
     laws and regulations. In addition, ONESOURCE shall, at its own expense,
     defend and hold CLIENT harmless against any and all claims, losses,
     damages, judgments, costs and expenses, including attorney's fees, in any
     action taken by or against ONESOURCE.

     This section shall survive any termination or expiration of this Agreement.

                                       7
<PAGE>
18.  Severability
     ------------

     Should any provision of this Agreement contravene any law or valid
     regulation or rule of any regulatory agency or self-regulatory body having
     jurisdiction over either party hereto, or should any provision of the
     Agreement otherwise be held invalid or unenforceable by a court of other
     body of competent jurisdiction, then each such provision will be
     automatically terminated and performance thereof by both parties waived,
     and all other provisions of this Agreement will remain in full force and
     effect. The parties will use their best efforts to agree upon a
     non-violating provision, which will serve the parties' intent to substitute
     for the provision terminated pursuant hereto.

19.  Assignment
     ----------

     Neither party may assign this Agreement without the prior written consent
     of the other, which will not be unreasonably withheld, and any non-approved
     assignment shall be null and void, except that CLIENT may assign this
     Agreement without such approval to any parent, subsidiary, affiliate or
     other responsible party in case of merger or acquisition. This Agreement
     shall be binding upon and inure to the benefit of the successors and
     permitted assigns of the parties hereto.

20.  Exclusive Agreement
     -------------------

     This Agreement, which includes all attachments and exhibits, constitutes
     the complete and exclusive understanding of the parties hereto and
     Supersedes all other oral or written communications and any prior
     Agreements between ONESOURCE and the CLIENT relating to the maintenance
     service of CLIENT equipment. In order to be binding on the parties, any
     modification to this Agreement must be made in writing and acknowledged
     (signed) by both parties to the Agreement.




Executed this          day of                                2003.
              --------        ------------------------------



 ONESOURCE TECHNOLOGIES, INC.                 DILLON COMPANIES, INC.
                                              dba King Soopers and City Market


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

------------------------------                --------------------------------
Printed Name and Title                        Printed Name and Title


                                       8
<PAGE>




                                  ATTACHMENT B
                   TO THE EQUIPMENT BLANKET SERVICE AGREEMENT
                                     BETWEEN
                          ONESOURCE TECHNOLOGIES, INC.
                                       AND
                              DILLON COMPANIES INC.
                        DBA KING SOOPERS AND CITY MARKET
                            CALL ESCALATION PROCEDURE

MISSION CRITICAL EQUIPMENT: (2 Hr Response)

1.   Technician will notify dispatch upon arrival at the location

2.   1 hour after arrival: Technician will notify Dispatch if solution has not
                           been determined.

     Dispatch: A. Provide technical assistance/guidance to technician
               B. Notify OneSource Service Specialist.

3.   2 hours: Technician will contact Dispatch with status.

     Dispatch: A. Will contact the appropriate King Soopers System
                  Support person through the Kroger Help Desk.
                  1-800-952-8889

                  OneSource National Service Manger (NSM) will be notified.

                  Determination will be made to provide necessary level of
                  assistance to facilitate timely resolution. NSM will notify
                  Client management as to status and expected resolution..

4.   Kroger Help Desk and King Soopers Support person will be notified upon
     completion of repairs.

NON MISSION CRITICAL EQUIPMENT: (4 Hr Response)

1.   Dispatch will notify the appropriate King Soopers Support Manager via email
     with status of calls that are unresolved after 24 business hours.
     Notification will include reason for incomplete status. The new completion
     time will be included in this email.



<PAGE>

King Soopers Support Managers

POS SUPPORT:          Ron Nissen,   Ron.Nissen@kingsoopers.com
UNIX SUPPORT:      Mike Colianna,   Mike.Colianna@kingsoopers.com
NETWORK SUPPORT:     Dwight Cole,   Dwight.cole@kingsoopers.com

Additional Distribution as Agreed Upon By Client and OneSource Management.





<PAGE>

                                  ATTACHMENT C
                       TO THE EQUIPMENT SERVICE AGREEMENT
                                     BETWEEN
                          ONESOURCE TECHNOLOGIES, INC.
                                       AND
                              DILLON COMPANIES INC.
                        dba KING SOOPERS and CITY MARKET
                              Consumable Guidelines


The following examples are provided as a general guide for identifying
consumable customer supplied items:

1. Laser Printers:           a.   Toner Cartridges.
                             b.   Imaging supplies
                             c.   Maintenance Kits
                             d.   Function Upgrades
                             e.   Font cards

2. IBM 4610 lane Printers:   a.   MICR ribbons

3. Impact Report Printers:   a.   Paper

4. Vericash:                 a.   Cash Pans
                             b.   Encoder ribbons
                             c.   Paper supplies
                             d.   Software
                             e.   Document guides

5. Facsimile equipment:      a.   Paper supplies
                             b.   Toner/Ink
                             c.   Imagining supplies

6. Computers:                a.   Software
                             b.   Media

7. Check Encoders:           a.   Ribbons
                             b.   Trays
                             c.   Paper supplies
                             d.   Programming. Edit of existing function
                                  included in contract. Reprogramming,
                                  adding functions included and
                                  are considered a consumable.
                             e.   Document guides
                             f.   Proms or Eproms that are function upgrades.

<PAGE>

                                  ATTACHMENT A
                               EQUIPMENT INVENTORY
       TO EQUIPMENT SERVICE AGREEMENT BETWEEN ONESOURE TECHNOLOGIES, INC.
          AND DILLON COMPANIES, INC. dba KING SOOPERS and CITY MARKET


<TABLE>
<CAPTION>

Qty    Loc  Category Equipment                Type of        Hours of Coverage      Response Time*
---------------------                         Service
POINT OF SALE - LANES - BASE UNITS, SERVERS, SERVER MONITORS, THERMAL PRINTERS
---------------------
<C>    <C>   <C>     <C>                        <C>           <C>                   <C>
276    CM/KS POS     Server                     Parts, Labor  24 hours 7 days/week  2 business hours
---------------------
276    CM/KS POS     Monitor                    Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
2198   CM/KS POS     Base unit                  Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
2198   CM/KS POS     Thermal Printer            Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------

POINT OF SALE - OTHER ITEMS
---------------------
575    CM/KS POS/ISP Line Printer               Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
1415   CM/KS POS     Scanner/Scale              Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
1243   CM/KS POS     Flat Screen                Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
806    CM/KS POS     Hand Scanner               Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------


PERIPHERALS
---------------------
2660   CM/KS POS     CAT                        Parts, Labor  9am-6pm 7days/week    9am-6pm 7days/week
---------------------
98     KS    ISP     Laser Printers DH Printers Parts, Labor  9am-6pm 7days/week    9am-6pm 7days/week
---------------------
138    KS    ISP     Laser Printers DH printers Parts, Labor  9am-6pm 7days/week    9am-6pm 7days/week
---------------------
72     CM    ISP     Laser Printers DH printers Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
188    KS    ISP     RX Laser Printers RX       Parts, Labor  Hours Open 7days/week 4 business hours
---------------------
70     CM    ISP     RX Laser Printers RX       Parts, Labor  Hours Open 7days/week 4 business hours
---------------------
915    CM/KS ISP     Dumb Terminals             Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
294    CM/KS ISP     Video Hand Scanners        Labor         9am-6pm 7days/week    4 business hours
---------------------
80     CM    Other   Fax / Multi Func           Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
38     CM    PC      Bakery PC                  Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
138    CM/KS PC      CBT PC                     Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
1      CM/KS POS     UPS                        Admin         n/a                     Monthly

---------------------
138    CM/KS PC      UPS                        Labor         9am-6pm 7days/week    4 business hours
---------------------
138    CM/KS ISP     UPS                        Labor         9am-6pm 7days/week    4 business hours
---------------------
12     CM    BANK    Vericash System            Parts, Labor  9am-9pm 7days/week   *2  business hours
---------------------
98     KS    BANK    Vericash System            Parts, Labor  9am-9pm 7days/week   *2  business hours
---------------------
50     CM/KS BANK    Misc Encoders              Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
12900  CM/KS PC      Patch Cords                Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
400    CM/KS ISP     Switches/Hubs              Labor         24 hours 7 days/week *2  business hours
---------------------
176    KS    RX      Pharm Safe Sys             Labor         9am-6pm 7days/week    4 business hours
---------------------
46     CM/KS POS     Radiant                    Labor         9am-6pm 7days/week    4 business hours
---------------------
352    CM/KS ISP     Access Point               Labor         9am-6pm 7days/week    4 business hours
---------------------
106    CM/KS POS     Wireless Card              Labor         9am-6pm 7days/week    4 business hours
---------------------
1243   CM/KS POS     Wireless hand scanners     Labor         9am-6pm 7days/week    4 business hours
---------------------
85     CM/KS POS     E-Funds Check equipment    Labor **      9am-6pm 7days/week    4 business hours
---------------------
24     CM/KS POS     Wireless cards for Scales  Labor         9am-6pm 7days/week    4 business hours

---------------------
98     KS    POS     Bakery PC                  Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
138    KS/CM ISP     Monitor only               Parts, Labor  9am-6pm 7days/week    4 business hours
---------------------
</TABLE>


<TABLE>
<CAPTION>
                                  ATTACHMENT A
                               EQUIPMENT INVENTORY
       TO EQUIPMENT SERVICE AGREEMENT BETWEEN ONESOURE TECHNOLOGIES, INC.
          AND DILLON COMPANIES, INC. dba KING SOOPERS and CITY MARKET

                                   CONTINUED

<C>    <C>   <C>    <C>                                      <C>                 <C>                 <C>           <C>
Qty    Loc  Category Equipment
---------------------                                         Make                Model             OneSource   OneSource Extended
POINT OF SALE - LANES - BASE UNITS, SERVERS,                                                        Unit Price        Price
                        SERVER MONITORS, THERMAL PRINTERS
---------------------
276    CM/KS POS     Server                                   IBM                 NetFinity 3000     $ 250.00      $ 69,000.00
---------------------
276    CM/KS POS     Monitor                                  IBM                 G54                 $ 75.00      $ 20,700.00
---------------------
2198   CM/KS POS     Base unit                                IBM                 4964-245           $ 175.00     $ 384,650.00
---------------------
2198   CM/KS POS     Thermal Printer                          IBM                 4610 - TI4          $ 75.00     $ 164,850.00
---------------------
                                                              SUB TOTAL POS                                       $ 639,200.00
POINT OF SALE - OTHER ITEMS
---------------------
575    CM/KS POS/ISP Line Printer                             Lexmark             2380 / 2400         $ 75.00      $ 43,125.00
---------------------
1415   CM/KS POS     Scanner/Scale                            Mag/oth             various            $ 155.00     $ 219,325.00
---------------------
1243   CM/KS POS     Flat Screen                              IBM                 9511/9483          $ 100.00     $ 124,300.00
---------------------
806    CM/KS POS     Hand Scanner                             Welch Allyn         11 LB 3800          $ 75.00      $ 60,450.00
---------------------
                                                              SUB TOTAL POS OTHER                                 $ 447,200.00
                                                              TOTAL POS + POS OTHER                             $ 1,086,400.00
PERIPHERALS
---------------------
2660   CM/KS POS     CAT                                      Verifone            Omni 490           $ 105.00     $ 279,300.00
---------------------
98     KS    ISP     Laser Printers DH Printers               Hewlett-Packard     HP 4050            $ 250.00      $ 24,500.00
---------------------
138    KS    ISP     Laser Printers DH printers               Hewlett-Packard     HP 4200            $ 250.00      $ 34,500.00
---------------------
72     CM    ISP     Laser Printers DH printers               Various             Various            $ 275.00      $ 19,800.00
---------------------
188    KS    ISP     RX Laser Printers RX                     Various             Various            $ 250.00      $ 47,000.00
---------------------
70     CM    ISP     RX Laser Printers RX                     Various             Various            $ 275.00      $ 19,250.00
---------------------
915    CM/KS ISP     Dumb Terminals                           Wyse/NCR            50/55/60 & 2900    $ 185.00     $ 169,275.00
---------------------
294    CM/KS ISP     Video Hand Scanners                      NCR                 7890 Mod 200        $ 90.00      $ 26,460.00
---------------------
80     CM    Other   Fax / Multi Func                         Various             Various             $ 75.00       $ 6,000.00
---------------------
38     CM    PC      Bakery PC                                Various             Various            $ 160.00       $ 6,080.00
---------------------
138    CM/KS PC      CBT PC                                   Various             Various            $ 130.00      $ 17,940.00
---------------------
1      CM/KS POS     UPS                                      Administration/
                                                              Shipping receiving                    $1,200.00       $ 1,200.00
---------------------
138    CM/KS PC      UPS                                      APC                 1400VA             $ 100.00      $ 13,800.00
---------------------
138    CM/KS ISP     UPS                                      APC                 750VA               $ 70.00       $ 9,660.00
---------------------
12     CM    BANK    Vericash System                          Various             Various            $ 690.00       $ 8,280.00
---------------------
98     KS    BANK    Vericash System                          Various             Various            $ 590.00      $ 57,820.00
---------------------
50     CM/KS BANK    Misc Encoders                            Various             Various            $ 150.00       $ 7,500.00
---------------------
12900  CM/KS PC      Patch Cords                              Various             Various              $ 1.00      $ 12,900.00
---------------------
400    CM/KS ISP     Switches/Hubs                            Various             Various             $ 30.00      $ 12,000.00
---------------------
176    KS    RX      Pharm Safe Sys                           Various             Various             $ 90.00      $ 15,840.00
---------------------
46     CM/KS POS     Radiant                                  Various             Various            $ 100.00       $ 4,600.00
---------------------
352    CM/KS ISP     Access Point                             Various             Various             $ 30.00      $ 10,560.00
---------------------
106    CM/KS POS     Wireless Card                            Various             Various             $ 30.00       $ 3,180.00
---------------------
1243   CM/KS POS     Wireless hand scanners                   Symbol              LS4071              $ 55.00      $ 68,365.00
---------------------
85     CM/KS POS     E-Funds Check equipment                  Magtek/Verifone                         $ 30.00       $ 2,550.00
---------------------
24     CM/KS POS     Wireless cards for Scales                Cisco Mdl 350
                                                              wireless card                           $ 40.00         $ 960.00 ****
---------------------
98     KS    POS     Bakery PC                                                                       $ 130.00      $ 12,740.00 ****
---------------------
138    KS/CM ISP     Monitor only                             Generic         15 inch  Color Monitor  $ 50.00       $ 6,900.00
---------------------
                                                              Peripheral Equipment subtotal                       $ 898,960.00

                                                              Total Annual Contract Fee                         $ 1,985,360.00
                                                              Monthly per store rate                                 $1,199.00

</TABLE>


*    Weather and traffic conditions permitting. Remote City Market stores may
     require longer response times.
     Please note: Pricing is based on a whole package. If any part of the
     package is removed,except for individual line items or ISP items) pricing
     on all items will be reviewed.
**** Not currently covered.