SYGMA/EL CHICO RESTAURANTS, INC.
                         DISTRIBUTION SERVICE AGREEMENT



I.       RECITALS

               A.   El Chico Restaurants,  Incorporated (hereinafter "El Chico")
                    is the owner,  operator  and manager of El Chico,  Casa Rosa
                    and Cantina Laredo restaurants;

               B.   El Chico  desires to designate  The SYGMA  Network,  Inc., a
                    wholly-owned  subsidiary of SYSCO Corporation,  (hereinafter
                    "SYGMA") as its primary  distributor  for products to all of
                    its restaurants;

               C.   SYGMA is a firm  which will  carry and  distribute  products
                    required by El Chico restaurants;

               D.   SYGMA  desire  to  perform  the   function  of   purchasing,
                    warehousing,  and  distributing  of  products  for El  Chico
                    restaurants.

II.      BASIC AGREEMENT

               A.   El Chico  agrees to purchase  from SYGMA and SYGMA agrees to
                    purchase,  warehouse,  and distribute for and to sell, to El
                    Chico the complete needs of El Chico's  restaurants  for all
                    products  ("Products")  used  in its  restaurant  operations
                    including  but not  limited to fresh  dairy  products,  meat
                    products,  other frozen and  refrigerated  items,  including
                    avocado  pulp,  canned and dry goods,  beverages,  paper and
                    disposables,  chemical and  janitorial  products,  and other
                    non-food products requiring frequent  replacement.  The only
                    products  to  be  exceptions  from  SYGMA  distribution  are
                    produce,  coffee, gas products, beer, wine and other liquor.
                    SYGMA shall not sell or distribute any  proprietary El Chico
                    products to other SYGMA  customers  without prior consent by
                    El Chico.

               B.   Those concept  restaurants  owned by El Chico, but operating
                    under other trade names, have the right to purchase products
                    from SYGMA under the same terms and  conditions as specified
                    in the  Agreement,  but  they  are not  obligated  to do so.
                    Similarly,  SYGMA is obligated  to provide  service to those
                    restaurants only from its regular inventory.

III.     PRODUCT DESIGNATION

               A.   Product Selection - El Chico may designate the brands and/or
                    suppliers  of Products it prefers to have SYGMA  supply.  El
                    Chico reserves the right to select all Product


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                    suppliers  and  to   negotiate  price  and  terms  with  all
                    suppliers of Products and all freight service suppliers.

               B.   Inventory   Management   -  SYGMA   shall  use   reasonable,
                    good-faith effort to utilize proper inventory  management to
                    assure a continuous  supply of Products while minimizing the
                    risk of inventory obsolescence.  SYGMA will provide El Chico
                    with a quarterly status report of slow-moving or close-coded
                    Products.  Within  two  weeks of  receipt  of the  quarterly
                    status report of  slow-moving or  close-coded  products,  El
                    Chico and SYGMA agree to review all  products  whose risk of
                    obsolescence  is apparent.  Joint  resolutions to assign and
                    reduce obsolete inventory exposure will be initiated.

                    El Chico will communicate with SYGMA  regarding  anticipated
                    menu or Product mix changes to help avoid obsolete inventory
                    issues and will assist  SYGMA in removal or  disposition  of
                    slow-moving and close-coded  Products.  If SYGMA purchases a
                    Product in reasonable  anticipation  of sale to El Chico and
                    the use of such Product by all or any of the  Restaurants is
                    discontinued  by El Chico or the  volume of  purchases  of a
                    Product  declines  substantially to the point where El Chico
                    and SYGMA agree the risk of  obsolescence  is  apparent,  El
                    Chico will either:  1) assume financial  responsibility  for
                    the cost to return any unsold  inventory  of such product to
                    the supplier; unless the inventory obsolescence or a portion
                    thereof  was  caused by SYGMA in which  case  SYGMA  will be
                    responsible  for the cost of any  unsold  inventory  of such
                    products;   or  2)  designate  a  specific   restaurant   or
                    restaurants   to  purchase  and  use  the  subject   product
                    inventory  within  a  reasonable   period  of  time;  or  3)
                    implement  other  disposal  alternatives,   to  be  mutually
                    determined;  or 4) if such  Product is not sold or otherwise
                    disposed of in accordance with this paragraph IIIB, El Chico
                    shall within 30 days,  pay SYGMA the Cost herein  defined of
                    any unsold  inventory of such product.  SYGMA will make such
                    Product available for pick up by El Chico or its designee.

                    Notwithstanding, anything to the contrary in this Agreement,
                    El Chico will  not  be  responsible   for  SYGMA  orders  of
                    discontinued  product after El Chico has given SYGMA written
                    notice  of discontinuance  of such  product.  SYGMA will use
                    reasonable good  faith efforts  to cancel  or return  vendor
                    product on order or in transit to reduce El Chico liability.

IV.      SERVICE

               A.   On order  and  delivery  schedules  determined  by SYGMA and
                    agreed upon by El Chico,  SYGMA will make two deliveries per
                    week to new or  existing  El Chico  Restaurants  in the dark
                    grey shaded area  depicted in Exhibit 1. SYGMA will make one
                    delivery per week to new or existing El Chico Restaurants in
                    the light grey shaded area depicted in Exhibit 1.



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         B.       SYGMA will also provide regular distribution service,  special
                  distribution  service or expanded delivery frequency to future
                  Restaurants El Chico may own or franchise outside the once per
                  week  or  twice  per  week  boundaries  of this  Agreement  as
                  depicted  in  Exhibit 1 but at an  additional  charge  for all
                  incremental round-trip mileage


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                    or other additional costs due to extraordinary routing SYGMA
                    may incur from its closest  customer to the new Restaurants.
                    The rate per mile will be  negotiated  in good faith between
                    both parties.

               C.   Delivery  may be  scheduled  seven days per week  during the
                    following times:

                           11:00 p.m. - 11:00 a.m.
                            1:30 p.m.  -  5:00 p.m.

                    During the meal  windows of 11:00 a.m. to 1:30 p.m. and 5:00
                    p.m. to 11:00 p.m.,  there  should be no SYGMA trucks on the
                    lot so as not to conflict with customer traffic.

               D.   For  those  El Chico  Restaurants  receiving  more  than one
                    delivery per week, it is understood that El Chico Restaurant
                    managers will reasonably  balance the orders to within a 10%
                    weekly variance from the weekly average order, such that all
                    deliveries consist of approximately the same number of cases
                    (excluding   holiday  weeks).   For  those  restaurants  not
                    achieving  this variance  requirement,  El Chico  Restaurant
                    management  and  SYGMA  will  work in good  faith to  reduce
                    variances  in  excess  of 10%.  If after  30 days  following
                    notification   of  such  variance,   a  Restaurant  has  not
                    reasonably  balanced  at least three of the next four weeks'
                    orders,  SYGMA  shall have the  option to add a $50.00  drop
                    charge  to  subsequent   orders  that  are  not   reasonably
                    balanced,  until such time as the  Restaurant  is reasonably
                    balancing at least 75% of their orders.

               E.   SYGMA  delivery  drivers will bring all products into all El
                    Chico  Restaurants  where it is possible to roll a two-wheel
                    cart.  Further,  where it is  possible  to roll a  two-wheel
                    cart, the SYGMA delivery  drivers will separate the order to
                    the Restaurants' freezer, cooler, and storeroom.

V.       PRICING

               A.   SYGMA  will price all  products  to El Chico on the basis of
                    the following pricing formula:

                    All Meat Products, including       $0.10 per pound over cost
                    Ground Beef, Seafood and
                    Poultry

                    All Cheese products                $0.10 per pound over cost



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        Avocado Pulp                         $1.75 mark-up over cost

        All other Fresh Produce              16% gross margin on selling price

        Soft Drink Syrups                    Coca-Cola and Dr. Pepper
                                             National Account Pricing


        Chile Con Carne Concentrate          $0.1425 per pound over cost

        Proprietary Products                 12.5% gross margin on selling price


        All other food products              12.5% gross margin on selling price
        including Fresh Dairy

        Canned and Dry Goods                 12% gross margin on selling price

        Ecolab Products                      National Account Pricing

        Equipment/Smallwares                 12% gross margin on selling price

        All other Non-Food Products          16% gross margin on selling price




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                  SYGMA and El Chico  agree to monitor  gross  margins  with the
                  goal of  achieving  an overall  9.5%  gross  margin on selling
                  price prior to any discount or rebates in Sections V.D.,  V.E.
                  and VIII. If in any period of three  consecutive  months,  the
                  overall gross margin on selling price exceeds 9.6% or is below
                  9.4%,  both  parties  agree that  pricing  will be adjusted on
                  mutually  agreed upon  categories with the goal of achieving a
                  9.5% overall gross margin on selling price.

         B.       Definition  of Cost - The price to El Chico  for all  products
                  sold  under  this  Distribution   Service  Agreement  will  be
                  calculated  on the basis of cost.  Cost is defined as the cost
                  of  the  product  as  shown  on  the  invoice  to  SYGMA  plus
                  applicable freight. The invoice used to determine cost will be
                  the  invoice   issued  to  SYGMA  by  the  vendor  or  by  the
                  Merchandising Services Department of SYSCO Corporation.

                  Cost is not  reduced  by cash  discounts  for  prompt  payment
                  available  to  SYGMA.   Promotional  allowances  reflected  on
                  invoices  to  SYGMA  will  be  passed  along  as  a  temporary
                  reduction in cost for the term of the promotion.

                  Applicable  freight,  in those cases where the invoice cost to
                  SYSCO is not a delivered cost, means that a reasonable freight
                  charge  for  delivering  products  to SYGMA  has  been  added.
                  Freight charges may include common or contract  charges by the
                  product  vendor or a carrier,  or charges  billed by  Alfmark,
                  SYSCO Corporation's freight management service, or charges for
                  shipments back hauled via SYGMA truck.


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                  Applicable  freight for any  product  will not exceed the rate
                  charged by  reputable  carriers  operating  in the same market
                  with the same type of freight service.

                  SYGMA and SYSCO Corporation perform  value-added  services for
                  suppliers  of SYSCO  brand and other  products  over and above
                  procurement  activities typically provided.  These value-added
                  services  include  regional  and national  marketing,  freight
                  management,  consolidated  warehousing,  quality assurance and
                  performance   based   product   marketing.   SYGMA  and  SYSCO
                  Corporation may be reimbursed for the costs of providing these
                  services and may also be  compensated  for these  services and
                  consider  this  compensation  to be  earned  income,  but such
                  reimbursements  and  compensation  shall  not  reduce  SYGMA's
                  invoice  cost for the  related  product.  Receipt of such cost
                  recovery or earned  income for such services does not diminish
                  SYGMA's  commitment  to  provide  competitive  prices  to  its
                  customers. Notwithstanding such cost recovery or earned income
                  for such services,  (i)  promotional  allowances  reflected on
                  invoices  to SYGMA will  continue to reduce  SYGMA's  cost and
                  (ii)  SYGMA's  cost will  continue to reflect  volume  bracket
                  pricing  discounts  made  available  to SYGMA by vendors,  and
                  (iii)  SYGMA  represents  that its margins  used to  calculate
                  prices under this agreement reflect promotional  allowances or
                  volume  discounts  realized by SYGMA through SYSCO  purchasing
                  programs.

         C.       Pricing  assumes  that  SYGMA  investment  in  inventory  will
                  average  14 days  of  sales.  No one  item  is  assumed  to be
                  purchased  in  excess  of  three  weeks   inventory  with  the
                  exception of smallwares.  The parties will mutually agree upon
                  order quantities for new items.

                  In  those  cases  where  SYGMA is  requested  to  purchase  in
                  quantities  exceeding three weeks,  except for smallwares,  El
                  Chico will compensate  SYGMA for any additional costs incurred
                  in carrying the additional inventory.

         D.       A SYGMA  item  selection  rebate  will be paid on a  quarterly
                  basis on all items  purchased from a mutually agreed upon list
                  of  products  for which  SYGMA has  discretion  to choose  the
                  source. To qualify, El Chico must be purchasing a full line of
                  products  and must be  remitting  payment  within  the  stated
                  terms.

               Mutually agreed upon dry items                              0.75%
               Mutually agreed upon frozen or refrigerated items           1.5%

         E.       All  SYSCO   branded  items  qualify  for  a  1%  rebate  paid
                  quarterly. To qualify, El Chico must be purchasing a full line
                  of products  and must be remitting  payment  within the stated
                  terms.

         F.       All restaurants will be served from SYGMA-Dallas.



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         G.       El Chico agrees to require its restaurants to  purchase a full
                  line of  all  products  previously  identified in  Section II,
                  Paragraph A.

VI.      AUDIT AND FINANCIAL REPORTING

         A.       El Chico's authorized  representative  shall have the right at
                  all reasonable  times to examine  SYGMA's product cost records
                  and invoices.  El Chico will provide  reasonable notice of its
                  intent to conduct any such  examination and shall conduct such
                  examination so as to not  unreasonably  interfere with SYGMA's
                  operations.

         B.       SYGMA will  deliver to  El Chico  quarterly  reports of  SYSCO
                  Corporation's financial position.

         C.       El  Chico will  deliver  to  SYGMA  quarterly  reports  of its
                  financial position and any  other public  reports filed (i.e.,
                  10-K's, etc.).

VII.     REPORTING

         SYGMA will  provide  El Chico with  regular  product  pricing  reports,
         product usage reports, and other managerial information reports similar
         to those SYGMA currently provides its other chain restaurant customers.

VIII.    PAYMENT TERMS

         El Chico will remit  weekly to SYGMA's  Dallas  lockbox.  El Chico will
         mail the remittance in sufficient  time to allow SYGMA's receipt at the
         lockbox.  every  Wednesday,  and the remittance  will pay for all SYGMA
         invoices from the week ended two Saturdays prior,  thereby  effectively
         resulting  in 14-day  payment  terms.  SYGMA will  ensure that El Chico
         receives by Wednesday of every week a complete register of invoices and
         credits,  by Restaurants,  detailing all such transactions for the week
         ended the prior Saturday.

         SYGMA  offers El Chico  the  flexibility  to remit on a 7 day,  or cash
         equivalent basis and receive an early-payment  discount,  provided that
         the payment for a particular week's shipments (Sunday through Saturday)
         is received at SYGMA's designated bank by:

         A.       The  first Wednesday  after  shipment  week  a rebate for  one
                  quarter of one  percent (0.25%)  of the  invoice amount  early
                  payment allowance for net 7 day payment determined as follows:

                        (S M T W TH F S) (shipment week)
                  7 days S M T W TH F S
                               ^
                               ^
                       Receipt of payment



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         B.       The second  Wednesday  after a  shipment  week  provided  cash
                  collateral  equal  to two  weeks'  worth  of  purchases  is on
                  deposit  with  SYGMA,  a rebate  for one  half of one  percent
                  (0.5%) early payment allowance for cash equivalent payment.

                        (S M T W TH F S) (shipment week)
              Net 0 days S M T W TH F S
                         S M T W TH F S
                               ^
                               ^
                      Receipt of payment

IX.      FRANCHISEE PARTICIPATION

         SYGMA will extend service and pricing to any El Chico franchisees equal
         to that offered to El Chico as specified  in this  agreement,  provided
         those franchisees  perform their obligations equal to those required of
         El Chico,  as specified in this  Agreement.  At SYGMA's ' election,  El
         Chico  franchisees  will  provide to SYGMA either  standby  irrevocable
         letters  of credit  or  personal  guarantees  supported  by  acceptable
         personal financial statements. In no case shall El Chico be responsible
         for the  debts of its  franchisees.  It is  SYGMA's  responsibility  to
         establish an independent good faith  relationship with all franchisees.
         El Chico will formally  designate to SYGMA the extent of all franchisee
         participation in El Chico product  contracts.  SYGMA reserves the right
         to grant less liberal  payment terms to any franchisee  whose financial
         condition does not warrant it.

X.       INDEMNIFICATION AGAINST FRANCHISEES

         El  Chico  is  a  franchisor  and  permits   distribution   under  this
         Distribution  Service  Agreement to franchisees of El Chico. If for any
         reason El Chico  terminates  this  Distribution  Service  Agreement and
         directs  SYGMA to cease  distribution  or  sales of  proprietary  items
         bearing  trademarks  or trade dress owned by El Chico to one or more of
         such  franchisees,  El Chico  will  defend,  indemnify  and hold  SYGMA
         harmless  from and  against  any and all  losses,  damages or claims by
         terminated franchisees which may arise from SYGMA ceasing further sales
         to such franchisees under this Distribution Service Agreement.

XI.      CONFIDENTIAL INFORMATION

         It is understood  that SYGMA may be privy,  in the course of performing
         its role as El Chico's exclusive distributor, to certain information as
         to product  ingredients,  specifications,  and restaurant volumes which
         are  confidential  to El Chico.  It is understood  that El Chico may be
         privy, in the course of the parties' relationship hereunder, including,
         without  limitation,  in the  course  of  conducting  examinations  the
         parties'  relationship  hereunder,   including,   certain  confidential
         financial information of SYGMA.

         A.       This Confidential  Information is  and shall remain the  sole,
                  exclusive and valuable  property of the disclosing  party (the
                  "Discloser"), and the receiving party  (the "Recipient") shall
                  acquire  no  right, title  or  interest  therein.  Unless  the
                  Recipient can


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                  prove  that  such   Confidential   Information   came  to  the
                  Recipient's attention or was in the public domain prior to the
                  Discloser  having  disclosed  such  Confidential  Information,
                  directly  or  indirectly,  to  the  Recipient,  the  Recipient
                  covenants  and  agrees  that it shall hold in  confidence  all
                  Confidential   Information   and  shall   not,   without   the
                  Discloser's   prior   written   consent,    use   Confidential
                  Information  which may come to its attention,  or authorize or
                  permit the use of, any Confidential Information (except as may
                  be required by applicable law or as may be necessary for SYGMA
                  to act as El Chico's  exclusive  distributor)  or  disclose or
                  otherwise  make   available,   directly  or  indirectly,   any
                  Confidential   Information  to  any  person  (except  to  such
                  employees or agents of the Recipient or SYSCO  Corporation  as
                  must have access to such  information in order to permit SYGMA
                  to act or attempt to act as El Chico's exclusive distributor).
                  The  Recipient's  obligations  hereunder,  with respect to the
                  Confidential  Information,  shall continue for so long as this
                  Agreement  remains in effect  and  following  the  termination
                  hereof . The Recipient's obligations hereunder with respect to
                  any  particular  Confidential  Information  shall in any event
                  cease  at  such  time  as  such   part  of  the   Confidential
                  Information  is or becomes a part of the public domain through
                  publication or  communication  by others,  through no fault of
                  the Recipient.  The Recipient  shall take all such other steps
                  reasonably   necessary   to  ensure   that  the   Confidential
                  Information  is  not  disclosed  by  any  of  the  Recipient's
                  officers, directors,  employees, or agents to any other person
                  or entity.

         B.       The Recipient  covenants that it will not copy or reproduce in
                  whole or in part,  any of the  Confidential  Information,  and
                  upon termination of this Agreement for any reason  whatsoever,
                  the Recipient  will promptly  deliver to the  Discloser's  all
                  documents,  data,  records,  and  other  written  Confidential
                  Information.

         C.       The Recipient acknowledges that,  irrespective of other causes
                  for terminations  specified  elsewhere in this Agreement,  the
                  Recipient's   breach   of   protection   of  the   Discloser's
                  Confidential  Information shall constitute sufficient cause of
                  termination  of this  Agreement  at any time with  ninety days
                  written notice.

XII.      CONTINUATION

         In the event  that  either El Chico or SYGMA  should  sell its stock or
         assets to  another  entity  or be  merged  into  another  entity,  this
         contract shall remain in full force and effect.

XIII.    SPECIAL PRODUCT INDEMNIFICATION

         SYGMA's policy is that all suppliers provide  indemnity  agreements and
         insurance coverage for products purchased by SYGMA. In order to protect
         SYGMA when stocks proprietary/special order items at El Chico's request
         and the vendor of such items will not  provide a  reasonable  indemnity
         and/or  insurance  coverage,  El Chico will defend,  Indemnify and hold
         harmless  SYGMA 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


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         arising out of the delivery,  sale,  resale, use or consumption of' any
         proprietary/special  order item  except to the extent  such  claims are
         caused by the negligence of SYGMA, its agents or employees.

XIV.     FORCE MAJEURE

         If SYGMA is unable to perform its  obligations  under this agreement by
         reason of labor disputes,  strikes,  fire,  flood,  accident,  weather,
         civil disturbances, war, acts of God, failure of sources of supply, and
         like causes,  El Chico may secure its  requirements  from other sources
         for such periods of time as are reasonable under the circumstances.

XV.      NOTICES

         All notices  required or  permitted to be given  hereunder  shall be in
         writing and sent by United States registered or certified mail, postage
         prepaid,  return receipt  requested or (b) reputable  express  delivery
         service,  such as Federal Express,  Express Mail, DHL or UPS, addressed
         to the  parties  as  follows:  to El  Chico  Restaurants,  Inc.,  12200
         Stemmons Freeway,  Dallas, Texas 75234,  Attention:  Larry White and to
         The  SYGMA  Network,  Inc.,  7125 West  Jefferson  Avenue,  Suite  400,
         Lakewood,  Colorado 80235, Attention:  Jerry J. Eggebrecht. All notices
         shall be effective on receipt.

XVI.     WARRANTY

         SYGMA hereby  expressly  warrants  that all goods  furnished  hereunder
         shall conform to applicable  specifications,  brands,  samples or other
         rendered  descriptions,  that they shall be  unadulterated  and of high
         quality  and they shall be  merchantable  and fit for the  purpose  for
         which they are intended.

XVII.    TERM OF AGREEMENT

         This Agreement will be remain in effect for a minimum  three-year  term
         beginning June 30, 1996.  This Agreement  terminates and supersedes all
         prior agreements of the parties, whether written or oral.

XVIII.  TERMINATION

               A.   After the initial  three-year term of this  Agreement,  this
                    Agreement  can be  terminated  by either  party with written
                    notice one year in advance of termination.

               B.   El Chico has the right to terminate  this Agreement upon the
                    following circumstances:

                    1.   If El Chico has information and knowledge that SYGMA or
                         SYSCO  Corporation has significant  financial  problems
                         and will  have  difficulty  meeting  the  terms of this
                         Agreement, or



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                    2.   If SYGMA has  significantly  breached the terms of this
                         Agreement  and has failed to cure such breach within 30
                         days following written notice thereof.

         C.       SYGMA  has the  right  to  terminate this  Agreement upon  the
                  following circumstances:

                    1.   If SYGMA has  information  and knowledge  that El Chico
                         has  significant   financial  problems  and  will  have
                         difficulty meeting the payment terms of this Agreement,
                         or

                    2.   If El Chico  has  significantly  breached  the terms of
                         this  Agreement  and has  failed  to cure  such  breach
                         within 30 days following  written notice thereof,  with
                         respect to  non-monetary  breaches,  or within one week
                         following  written  notice  thereof,  with  respect  to
                         monetary breaches.

         D.       Upon  termination,  El Chico  agrees to  purchase,  at SYGMA's
                  invoice cost plus freight to SYGMA's distribution centers, all
                  products in SYGMA's  inventory  which SYGMA has  purchased for
                  distribution  to El Chico.  El Chico also agrees to absorb all
                  freight costs, if any, associated with removing such inventory
                  from the SYGMA distribution centers.

XIX.     GOVERNING LAW

         This Agreement  shall be governed and construed in accordance  with the
laws of Texas.


Accepted this               day of                            , 19    .
              -------------        ---------------------------    ----

EL CHICO RESTAURANTS, INC.

/s/Lawrence E. White
--------------------
Lawrence E. White
Executive Vice President and Chief Financial Officer

THE SYGMA NETWORK, INC.

/s/Jerry J. Eggebrecht
----------------------
Jerry J. Eggebrecht
President



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<PAGE>



                                    EXHIBIT I
                              El Chico Service Area




                               [GRAPHIC OMITTED]






                              Twice a week delivery
                              Once a week delivery


                            Twice/Week Delivery Area
                          ---------------------------
    The Northern boundary to be Interstate 70 (1-70), extending East and West
between  the  boundaries  of the  Central  Standard  Time Zone  (CST).  From the
juncture  of I-70 at each  boundary of the CST,  extending  South to the Gulf of
Mexico on the East and US.-Mexico  border on the West. The southern  boundary is
the  natural  boundaries  formed by the  U.S.-Mexico  border  and/or the Gulf of
                                    Mexico.

                             Once/Week-Delivery Area
                         -----------------------------
     On the East, Interstate 25 (1-25) extending North from, El Paso, TX to
Denver, CO. On the North, Interstate 80 (I-80) extending East to Cleveland, OH.
On the East,  Interstate  77  (1-77)  extending  South to  Columbia,  S.C.  From
Columbia,  Interstate 20 (1-20) west to U.S. Highway I (U.S. 1) at Augusta,  GA;
and South on U.S. 1 to the  juncture of U.S. 1 and U.S.  84. U. S. 84  extending
West to the Eastern  boundary  of the CST and from  there,  South to the Gulf of
Mexico. The Southern boundary is formed by the natural boundaries referred to in
                       the twice per week delivery area.



CORPDAL:63523.1  14047-00001                           13

<PAGE>


                                 SYGMA/ EL CHICO
                       FRANCHISEE PARTICIPATION AGREEMENT

I, the undersigned,  by signature  hereon,  agree to all terms and conditions of
the Distribution Service Agreement (attached) (the Agreement) by and between The
SYGMA  Network,  Inc.,  (hereinafter  "SYGMA")  and El Chico  Restaurants,  Inc.
(hereinafter  "El Chico")  with  respect to purchases of Products (as defined in
the Agreement) from SYGMA as if Franchisee were El Chico as such term is used in
the Agreement.



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Entity Name                                       Number of Restaurants


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Signed by


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Title


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Date


CORPDAL:63523.1  14047-00001                           14