Exhibit 10.9




                                    AGREEMENT

                                     between

                                 FIVE STAR GROUP

                                       and

                          LOCAL NO. 11, affiliated with
                     INTERNATIONAL BROTHERHOOD OF TEAMSTERS







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

                   December 14, 1997 through December 15, 2000

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



<PAGE>







                                TABLE OF CONTENTS


ARTICLE                        SUBJECT                           PAGE

1       RECOGNITION    1
2       UNION SECURITY 1
3       CHECK-OFF      2
4       HOURS OF WORK, OVERTIME AND SHIFT PREMIUM                   3
           REPORT PAY  3
           SHIFT DIFFERENTIAL                                       4
           OVERTIME    4
           RETURN FROM LAY-OFF AND/OR LEAVE OF
                    ABSENCE                                         4
5       PROBATIONARY PERIOD                                         4
6       SENIORITY      5
7       FORCE REDUCTION5
8       TRANSFERS      6
9       GRIEVANCE PROCEDURE AND ARBITRATION                         6
10      PAYPRACTICE    7
11      DISCHARGE AND DISCIPLINARY MEASURES                         8
12      HOLIDAYS                                                    8
13      VACATIONS      9
14      MANAGEMENT RIGHTS                                           10
15      SHOP        STEWARD                                         10
16      WELFARE BENEFITS                                            11
17      BEREAVEMENT PAY13
18      SAFETY    AND HEALTH                                        13
19      UNION REPRESENTATION & VISITATION                           14
20      SICK DAYS     14
21      LEAVE OF ABSENCE                                            15
           MATERNITY LEAVE                                          15
           FAILURE TO RETURN FROM LEAVE                             15
22      JURY DUTY     15
23      TRUCK DRIVERS 15
           WEEKEND WORK NOTICE                                      15
           PYRAMIDING 16
24      WAGE RATES AND CLASSIFICATIONS                              16
           SUPPLEMENTAL BONUS                                       17
25      STRIKES OR LOCKOUTS                                         17
           PROTECTION OF RIGHTS                                     17
           PICKET LINES                                             17
           STRUCK GOODS                                             17



<PAGE>








ARTICLE                      SUBJECT                                  PAGE

26         MISCELLANEOUS WORKING CONDITIONS                           18
              INDIVIDUAL AGREEMENTS                                   18
              BULLETIN BOARD                                          18
              MILITARY SERVICE                                        18
              LIFE OF AGREEMENT                                       18
              NON-DISCRIMINATION                                      18
              SEPARATION OF EMPLOYMENT                                18
              PREVIOUS BENEFITS                                       18
              LIE DETECTOR TEST                                       19
              SEVERANCE PAY                                           19
              WORK BY SUPERVISORS                                     19
              TEAM GROUP PROGRAM                                      20
              EMPLOYEES OF THE MONTH                                  20
27         EDUCATIONAL PROGRAM                                        20
28         JOB POSTING PROCEDURE                                      20
29         ESTABLISHING JOB DESCRIPTION AND
             CLASSIFICATION ON NEW OR CHANGED JOBS                    21
30         TEAMSTERS NATIONAL 401(k) PLAN                             22
31         DRIVE                                                      22
32         DURATION                                                   23



<PAGE>


         THIS  AGREEMENT  made this 19th day of December,  1997,  by and between
FIVE STAR GROUP,  with its principal of f ice at 903 Murray Road,  East Hanover,
New Jersey 07936, and any other  establishments  within the State of New Jersey,
hereinafter referred to as the "EMPLOYER", and LOCAL NO. 11, affiliated with the
INTERNATIONAL  BROTHERHOOD OF TEAMSTERS,  located at 830 Belmont  Avenue,  North
Haledon, New Jersey,  hereinafter referred to as the "UNION", and the respective
successors and assigns of the parties.

WITNESSETH:

         WHEREAS,  it is the intent and desire of the  parties  hereto to foster
and promote sound,  stable and peaceful labor relations among the Employer,  its
employees covered by this Agreement, and the Union.

         WHEREAS,  it is  the  further  intent  and  desire  of the  parties  to
establish  harmonious  relationships  to the end that  continuous  and efficient
service will be rendered to the mutual benefit of the parties hereto.

          NOW, THEREFORE, it is mutually agreed as follows:

ARTICLE 1. RECOGNITION

         The  Employer  hereby  recognizes  the Union as the sole and  exclusive
collective  bargaining  agent  for  all  its  production  workers  and  drivers,
excluding  all  office  and  clerical  employees,   watchmen,  guards,  pricers,
supervisors,  and  professional  employees  as defined  in the Labor  Management
Relations Act of 1947.

ARTICLE 2. UNION SECURITY

         Section 1. All present  employees who are members of the Local Union on
the  effective  date of this  subsection  or on the  date of  execution  of this
Agreement,  whichever is the later,  shall remain  members of the Local Union in
good standing as a condition of  employment.  All present  employees who are not
members  of the Local  Union and all  employees  who are hired  hereafter  shall
become and remain  members in good standing of the Local Union as a condition of
employment on and after the 31st day following the beginning of their employment
or on and after the 31st day following the effective date of this  subsection or
the date of this Agreement, whichever is the later. This provision shall be made
and  become  effective  as of such time as it may be made and  become  effective
under the provisions of the National Labor Relations Act, but not retroactively.

         Section 2. The failure of any person to become a member of the Union at
the required  time shall  obligate the  Employer,  upon written  notice from the
Union to such  effect  and to the  further  effect  that  Union  membership  was
available to such person on the same terms and conditions generally available to
other members, to forthwith discharge such person.  Further,  the failure of any
person to maintain  his Union  membership  in good  standing as required  herein
shall, upon written notice to the Employer by the Union to such effect, obligate
the Employer to discharge such person.

         Section  3. In the event of any  change in the law  during  the term of
this  Agreement,  the Employer agrees that the Union will be entitled to receive
the maximum Union security which may be lawfully permissible.

         Section 4 No provision of this Article  shall apply in any State to the
extent that it may be  prohibited  by State law. If under  applicable  State law
additional  requirements  must be met  before  any  such  provision  may  become
effective, such additional requirements shall first be met.

         Section 5. If any provision of this Article is invalid under the law of
any State wherein this Agreement is executed,  such provision  shall be modified
to comply with the requirements of State law or shall be  re-negotiated  for the
purpose of adequate replacement.

ARTICLE 3. CHECK-OFF

         Section 1. The Employer,  after receipt of written  authorization  from
each employee, shall deduct the initiation fees and regular dues from each Union
member's  pay check due to him or her on the  first pay day of each  month,  and
shall transmit them, in  alphabetical  order,  within a week, but not later than
the 15th of the month, to the  Secretary-Treasurer  of the Union. Any member who
does not  receive a pay check on the first pay day of the month shall have these
deductions  made from the first pay he receives  in the month.  Dues not already
deducted  for the current  month must be  deducted  from the last pay check of a
Union member when he leaves the employ of the Employer,  or is  discharged.  The
Employer  agrees to forward the full name and address of any  employee  for whom
initiation fee is deducted.  The Employer agrees to notify the Union weekly when
members  are  discharged,  granted  leaves of  absence,  leave the employ of the
Employer for any reason whatsoever.

         Section 2. In making the deductions and transmittal as above specified,
the Employer shall rely upon the most recent  communication from the Union as to
the rate of regular monthly dues and the proper amount of initiation fees.

ARTICLE 4. HOURS OF WORK, OVERTIME AND SHIFT PREMIUM

         Section 1. The  normal  work week may be from  Monday to  Friday,  both
inclusive, and may be comprised of five (5) days of eight (8) hours each.

         Section 2. All work performed in excess of forty (40) hours in any work
week  shall  be paid  for at the  rate of one and  one-half  (1-1/2)  times  the
employee's  regular  hourly rate.  All time off with pay including  holidays and
vacation  days,  under the terms of this  agreement  shall be considered as time
worked when  calculating  overtime.  Any time the  Employer  fails to schedule a
worker in during  the  regular  work week of forty (40) hours and days the plant
does not work because of bad  weather,  shall be  considered  as time worked for
calculating overtime.

         Section 3. All work performed on Saturday shall be paid for at the rate
of one and one half (1-1/2) times the employee's regular hourly rate of pay.

         Section  4. All work  performed  on Sunday  shall be paid for at double
(2X) the employee's regular hourly rate of pay.

         Section 5. All employees who work more than ten (10)  continuous  hours
shall be paid $2.50 as meal  allowance,  except  when a meal is  provided by the
Company.

         Section 6. REPORT PAY - The Employer agrees that if an employee reports
for  work or is  permitted  to come to  work,  without  having  been  previously
notified that there will be no work,  the employee  shall receive four (4) hours
pay or four (4) hours work at the  employee's  regular  hourly rate of pay. This
Section  shall  not  apply  where  work  is not  available  because  of  general
breakdown,  power or heating failure, fire, storm, flood, Act of God, failure of
public  utilities,  labor dispute or other conditions  beyond the control of the
Employer.  Employees  who  do not  keep  the  Personnel  Manager  informed  of a
telephone  number at which they can be reached or at which messages may be given
for them shall not be entitled to reporting pay.

         Section 7. In the event an  employee  is called  back to work after the
conclusion of his normal work shift,  the employee will be entitled to a minimum
of four (4) hours work or four (4) hours pay. Employees will be paid one and one
half (1-1/2) times their regular rate of pay for all hours worked on call back.

         Section 8. If the Employer starts a second or third shift, the Employer
agrees to negotiate same with the Union.

         Section 8(a). Shift  Differential - Employees  scheduled to work on the
second shift shall be paid a shift  differential of twenty five cents ($.25) per
hour for all hours worked by them.

          Section 9.  OVERTIME - A  supervisor  will  declare  overtime  when it
 appears the necessary work for that shift will not be completed.  The procedure
 will be for the supervisor to call for mandatory  overtime and all employees on
 that shift are expected to stay till the work is completed, or they may receive
 permission  to leave  from a  supervisor.  Overtime  will be  enforced  for all
 employees on that shift with no preference given based on seniority or previous
 overtime worked.

         A. Overtime shall be distributed as equally as possible among employees
in the classification.

          B. One overtime  list shall be  maintained  in each  overtime unit and
 shift.  Daily,  Saturday and Sunday  overtime will be recorded by the number of
 overtime hours worked or refused to work.

          C. If employee for any reason cannot work his turn,  employee shall be
 charged  and  credited  with the same time as if the hours  had  actually  been
 worked by the employee.

          D.  Employee who accepts work on a premium day and does not report for
 work, will be charged double the overtime hours the employee would have worked,
 unless a good and  sufficient  cause is given for not  reporting to work in the
 opinion of management.

           E. RETURN FROM LAY-OFF AND/OR LEAVE OF ABSENCE

          Any employees  returning to their seniority unit shall be charged with
 the hours credited to them at the time of lay-off and/or leave of absence, plus
 any hours they would have worked in the group in which they were  qualified  to
 share overtime while they were out.

  ARTICLE-5. PROBATIONARY PERIOD

          The first thirty (30) days of employment for all new employees will be
 considered as a probationary period and if they prove unsatisfactory,  they may
 be terminated  at the  discretion  of the Employer  during such period  without
 appeal by the Union. The Company,  through its representatives,  may request of
 the Union, an extension for any additional thirty (30) day probationary  period
 in such instances where the Company  believes the thirty (30) day  probationary
 period is  insufficient,  and in all cases  where this  request  is  reasonably
 justified, the same will be granted.


<PAGE>


ARTICLE 6. SENIORITY

         Section 1. New employees retained beyond the probationary  period shall
be considered  steady employees and their names placed on the Seniority List and
their length of service with the Employer  shall begin with the original date of
their  employment.  Such  Seniority List shall be kept up to date with additions
and  subtractions.  A copy of the Seniority List shall be forwarded to the Union
office and a copy given to the Shop Steward.

          Section 2. Seniority shall cease under the following conditions:

          a.   When an employee quits or resigns his position.

          b. When an employee is discharged for just cause.

          c. When an employee is laid off for a period exceeding six (6) months.

          d.   When a laid off employee fails to return to work within three (3)
               working  days  after  receiving  notice  to  return  to  work  by
               registered  mail or telegram  addressed to the last known address
               of the  employee.  The failure of the employee to report for work
               after such  notification or to make arrangements with the Company
               to report at an early date after  furnishing  reasonable  grounds
               for not reporting within the three (3) day period shall cause him
               to be dropped from the seniority list.

         Section 3. The Employer,  when employees are permanently  re-classified
and permanently  transferred from one job site to another,  shall be responsible
for submitting an updated seniority list and a current lay off list.

 ARTICLE 7. FORCE REDUCTION

         Section  1.  The  Employer  agrees  that it  will  not  engage  any new
employees  in the plant  unless  all of the  employees  presently  employed  are
working the scheduled hours noted in this Agreement.  This provision shall apply
only if said employees are capable of performing the work desired. All non-union
part-timers to be laid off before any full time employees.

         Section 2. The Shop Steward and the  employees  involved  shall receive
twenty four (24) clock hours notice prior to any  lay-off,  however,  this shall
not apply in cases of  emergency.  A list of  employees  to be laid off shall be
given to the Shop Steward.

         Section 3. In the reduction or restoration  of the working  force,  the
rule to be followed shall be the length of service with the Employer,  qualified
only by the  ability  and  experience  of the senior  employee  to  perform  the
available work in a normal or average manner.  Seniority shall be applied within
the classification on a plant-wide basis.

         section 4. An employee  having a  continuous  service  status who after
having been laid off is recalled  to work and the job  available  to him on such
recall  is a lower  paid job than  that  held by him when he was laid  off,  may
refuse such a job without  otherwise  affecting  his position on the  continuous
service list.

ARTICLE 8. TRANSFERS

         Section 1. The Employer shall have the right to transfer employees from
one job to another.  Employees may not unjustifiably refuse to assist or work on
temporary assignments even though not part of their usual work or assignment, as
the business of the Employer requires.

         Section  2.  If  an   employee   performs   work  in  a  higher   rated
classification  on a permanent basis said employee shall receive the higher rate
for all hours worked.

         Section 3. A  temporary  transfer  shall not exceed  more than five (5)
days, except for vacation time and sick time.

         Section 4. An employee  who is  permanently  promoted to a higher rated
classification  shall  receive  the  higher  rate of pay  while  in said  higher
classification.  However,  if an  employee  is  transferred  back to his  former
classification for just cause, he shall receive the maximum rate of pay for that
classification.

 ARTICLE 9. GRIEVANCE PROCEDURE AND ARBITRATION

         Section  1.  PURPOSE - The  purpose  of this  Article  is to provide an
opportunity  for  discussion  of any  request or  complaint  and to  establish a
procedure for the processing  and settling of grievances,  as defined in section
2.

         Section 2. DEFINITION - A Grievance is hereby jointly defined to be any
controversy,  complaint,  misunderstanding  and/or any  difference  between  the
Employer and employees or Union as to the  interpretation  or  application of or
compliance  with  this  Agreement  respecting  wages,  hours  or  conditions  of
employment.  Any dispute over whether a complaint is subject to these procedures
shall be handled as a Grievance in  accordance  with the  procedures  prescribed
herein.

         Section  3. The Shop  Steward  will  have the right to take up with the
Employer,  at all reasonable  times, any grievances that may have been presented
to him in writing by the employees, within two (2) work days of occurrences, and
a serious effort will be made to adjust such grievance as quickly as possible by
successive steps as follows:

         A. Within three (3) days after the  grievance  has been  submitted,  it
shall be taken up between the Shop Steward, the aggrieved party and a supervisor
of the plant or such  other  Management  employee  as may be  designated  by the
Employer.

         B. In case of failure to reach an  agreement  as to such  grievance  in
Step A, it shall be reviewed three (3) days  thereafter at a conference  between
representatives  of the Employer and the Union. If such  representatives  of the
Union  and the  Employer  shall  agree  upon a  decision  with  respect  to such
grievance,  it shall be reduced to writing and signed by the  representatives of
the Employer,  the Union and the Shop Steward,  and copies thereof  furnished to
both parties and the grievances shall be deemed to be finally settled.

         C. In case of failure to reach an  agreement as to such  grievances  in
Step B, it can be submitted  for  arbitration  within ten (10) days  thereafter.
Within  five (5) work days after a decision is made to submit the  grievance  to
arbitration,  the  parties  shall  endeavor  to  select  a  mutually  acceptable
Arbitrator and if no one is selected,  either party may request a panel from the
New Jersey State Board of Mediation.

         Section  4.  The  Arbitrator  shall  be  selected  from a list of names
requested  from the New Jersey  State Board of  Mediation  and the  Arbitrator's
decision  shall be final and binding on both parties.  However,  the  Arbitrator
shall have no authority to alter,  amend or otherwise  depart from the terms and
provisions of this Agreement.

         Section 5. Should any and all disputes or controversies  arising under,
or in connection with the terms and provisions of this Agreement,  or in respect
to  anything  not herein  expressly  provided  for,  but  germane to the general
subject matter of this Agreement, and which difference cannot be adjusted by the
representatives  of the Union and the  Employer,  the same shall be submitted to
arbitration.  No strikes,  lockouts, labor holidays,  walkouts or slowdown shall
take place pending the decision by the Arbitrator.

         Section 6. Arbitration costs shall be divided equally between the Union
and the Employer.

         Section 7. However, before arbitration is requested,  the Union and the
Employer shall make every effort to adjust the matter between themselves.

ARTICLE 10. PAY.PRACTICE

         Section 1. The Company shall pay employees in the bargaining  unit on a
weekly basis, every Friday.

         Section 2. The  Company  shall  make  arrangements  with a local  bank,
whereby employees can cash their weekly check.

ARTICLE 11. DISCHARGE AND DISCIPLINARY MEASURES

         Section 1. The Employer  reserves the right to discharge or  discipline
any  regular  employee  for  just  cause.  When an  employee  is  discharged  or
disciplined by the Employer,  the Employer shall immediately give written notice
thereof to the Shop Steward and the employee involved, giving the reason for the
discharge  or  discipline.  A Shop  Steward  must be present when an employee is
warned or disciplined.

         Section 2. If an employee  contends that  discharge or  discipline  has
been unjust,  such employee must make application for  re-instatement  by giving
notice  thereof,  in writing,  to the Shop Steward within three (3) working days
from the time of  discharge or  discipline,  and the matter shall be adjusted in
accordance with the provisions under Grievance Procedure and Arbitration.

ARTICLE 12. HOLIDAYS

         Section  1_ The  Employer  agrees  to  grant  to all of its  full  time
employees  within the bargaining  unit the following  holidays with full pay for
eight (8) hours, though no work is performed on such days:

          New Year's Day                          Labor Day
          George Washington's Birthday            Thanksgiving Day
          Good Friday                             Day before Christmas Day
          Memorial Day                            Christmas Day
          Fourth of July                          Day before New Year's Day
                                                   One (1) Floating Holiday

         Employees may choose  Martin  Luther King's  Birthday in lieu of one of
the floating  holidays.  Employer  shall be given two weeks' notice of intent to
take a floating  holiday.  No floating  holiday shall be taken in any week where
another holiday occurs.

         Section 2. Employees who work on any of the before  mentioned  holidays
shall be  compensated  for all such work at one and one half  (1-1/2)  times the
employee's  regular  straight  time rate of pay, in addition  to  receiving  the
holiday pay provided in Section 1.

         Section 3.  Employees,  in order to be eligible for holiday  pay,  must
work eight (8) hour work day immediately  before and eight (8) hours immediately
after a holiday  except that  employees who are out due to illness or in a state
of lay-off  within thirty (30) days before or after a holiday shall] be entitled
to the holiday pay, at the discretion of the Employer.

         Section 4. All  holidays  stipulated  above shall be  guaranteed.  If a
holiday falls on a Saturday or Sunday, it may be celebrated on the day preceding
or the Monday following such holiday.

         Section  5.  If a  holiday  falls  within  the  vacation  period  of an
employee,  the employee  shall receive pay for same or time off if so desired by
employee,  provided the employee informs the Employer prior to going on vacation
they wish the time off instead of pay.

ARTICLE-13. VACATIONS

         Section 1. The Employer agrees to grant to all of its employees  within
the  bargaining  unit vacations in accordance  with the following  schedule upon
completion of four weeks of employment.

               Period of Employment  Vacation  Allowed one (1) year One (1) week
               with pay Two (2)  years  Two (2)  weeks  with pay Nine (9)  years
               Three (3) weeks with pay  Fifteen  (15) years Four (4) weeks with
               pay

         Section 2. The fourth week may be scheduled  separately  from the first
three weeks, upon consultation between employee and Employer.

         Section 3.  Vacation  period  shall  commence on January 1st of a given
year and end on the following December 31st.

         Section  4.  The  Employer  will  endeavor  to allot  vacations  upon a
seniority basis and the needs of the Employer.

         Section 5. The  Employer  agrees  that in the event an employee is laid
off or voluntarily  leaves the employ of the Company before the vacation period,
he shall be  compensated  for any accrued  vacation  time that may be due him in
accordance  with the above  schedule.  In the event that a laid-off  employee is
called back to work before the vacation  period starts,  at the time of vacation
period, he shall be granted the difference  between his accrued vacation pay and
whatever he had been paid at the time of the layoff.  The  vacation  pay in such
instances  shall be computed on a pro-rated  basis of one twelfth (1/12) of each
month or part of a month worked.

         Section 6. If during  the  employee's  vacation  period,  a  recognized
holiday  occurs,  he will  receive an extra day of vacation  with pay or in lieu
thereof, an extra day's pay at the straight time rate. The extra day of vacation
shall be taken in conjunction with the employee's  regular  scheduled  vacation.
Whether an employee receives an extra day of paid vacation or an extra day's pay
in lieu thereof will be determined by the Company.

         Section 7. The  vacation  schedule  shall be posted by the  Employer on
January 2nd of each year on the bulletin board and shall remain until April 15th
for employees to select  vacation  periods.  All  vacations  must be selected by
April 15th.  In preparing  the final  vacation  schedules,  the  Employer  shall
endeavor to assign  vacations on the basis of seniority  of its  employees.  The
Employer must post the final  authorized  vacation list by May 1st. Any employee
not  requesting  a specific  vacation  period by the April 15th removal date set
forth above shall take whatever weeks are still available.

ARTICLE 14. MANAGEMENT RIGHTS

         Section 1. The Employer retains the exclusive right to hire, direct and
schedule  the  working  force;  to plan,  direct and to control  operations;  to
discontinue,  reorganize or combine any job,  department or operation,  to hire,
promote and lay off employees; to promulgate rules and regulations; to introduce
new or improved  methods or  facilities,  and in all respects,  to carry out the
ordinary functions of management.

         Section 2. The Union,  on behalf of the employees,  agrees to cooperate
with the Employer to attain and maintain maximum efficiency and services and, in
that regard,  the Union agrees to use all reasonable efforts to assure that each
employee  performs a productive full day's work, to combat  absenteeism,  and to
strengthen good will among the Employer, the Union and the Public.

 ARTICLE 15. SHOP STEWARD

         Section  1. The  Union  may  appoint  one or more of  their  accredited
members to act as Shop Stewards. It shall be his duty to receive complaints, and
dispose  of  them  in  the  manner  provided  under   Grievance   Procedure  and
Arbitration. It is the intention of the parties hereto that the Steward will, to
the  best of his  ability,  attempt  to  carry  out the  terms,  provisions  and
intentions of this Agreement,  and to that end will cooperate with management to
the fullest extent. It is understood and agreed, however, that the Steward shall
have no authority of any kind save that given under this Agreement.

         Section 2. The Shop Steward shall not be discriminated against, because
of his faithful performance of duties as such.

         Section  3.  The  authority  of  the  Shop  Steward  and  Alternate  so
designated  by the Union shall be limited to, and shall not exceed the following
duties and activities:

           A.   The  investigation  and presentation of Grievances in accordance
                with the provisions of the collective bargaining Agreement.

           B.  The  transmission  of such messages and  information  which shall
               originate  with,  and are  authorized  by the Local  Union or its
               officers, provided such messages and information:

               1.   Have been reduced to writing, or

               2.   If not  reduced to writing,  are of a routine  nature and do
                    not involve  work  stoppages,  slowdowns,  refusal to handle
                    goods  or  any  other   interference   with  the  Employer's
                    business.

         Section 4. Shop  Stewards  and  Alternates  have no  authority  to take
strike action, or any other action interrupting the Employer's business,  except
as authorized by official action of the Union.

         Section 5. The  Employer  shall  have the  authority  to impose  proper
discipline,  including  discharge,  in the  event  the Shop  Steward  has  taken
unauthorized  strike  action,  slowdown,  or work  stoppage in  violation of the
Agreement.

         Section 6.  Stewards  shall be  permitted to  investigate,  present and
process Grievances on the property of the job site, without loss of time or pay,
provided the Shop Steward does not interrupt production.

         Section 7. The Shop Steward shall have seniority preference for lay-off
purpose ONLY provided he can do the work.

ARTICLE 16. WELFARE BENEFITS

         Section  1.  Effective   February  1,  1998,  the  Employer  agrees  to
contribute to Northern New Jersey Teamsters Benefit Plan the sum of Thirty Seven
Dollars  ($37.00) per week for Single coverage and Ninety Three Dollars ($93.00)
per week for Family coverage for each employee in the bargaining unit, under the
Preferred   Provider   Organization   (PPO),   "Plan  D111  and  shall   include
Prescription,  Dental, Optical and Life Insurance.  Such payments are to be made
for any  employee  covered  by the  terms  of this  Agreement  and who has  been
employed any part of the week.  Such Fund is to continue to be  administered  in
accordance  with the current Trust  Agreement by an equal number of Employer and
Employee Trustees.  The Employer hereby ratifies all of the acts of the Trustees
and further  authorizes and agrees that the Trustees have the power to amend the
Trust Agreement in order to carry out all of the purposes authorized by law.

         Section  1(a).  The  Employer  further  agrees to  increase  his weekly
contributions per employee to the amount listed below on the following dates:

                                          Single/wk.                 Family/wk.

         Effective February 1, 1999       $39.00                     $ 97.00
         Effective February 1, 2000       $42.00                     $103.00

         Section  2(a).   The  Employer   hereby  agrees  to  file   appropriate
contribution  reports as authorized by the Trustees of the Benefit Fund together
with the Employer contributions,  as are required herein, and do so on or before
fifteen (15) days  following the end of the month for which the payment is being
made.

         Section 2(b). The Employer  further agrees that should they fail to pay
their  contributions  to the  Benefit  Fund on or before the  fifteen  (15) days
mentioned in this Section,  the Employer  shall pay a penalty of twelve per cent
(12%) for each additional  month or part of a month for which the Employer fails
to pay the contribution.

         section 2(c). The Employer further agrees that  contributions  received
later than thirty (30) days following the end of the month for which the payment
is being made, shall be credited to the month immediately preceding the month in
which the payment is received.

         Section  3. The  Trustees  shall  have the  right to  expend  monies as
provided by the Trust  Agreement,  to set aside and maintain a Reserve Fund, and
to establish  additional  benefits  that are  authorized  by law. No employer or
employee covered by this Agreement, or the Union, shall have any right, title or
vested interest or claim against any of said Funds.

         Section  4.  The  Employer   hereby  agrees  to  permit  an  authorized
representative  of the Union,  as well as an  authorized  representative  of the
Benefit  Fund to inspect  its payroll  records  for the purpose of checking  the
accuracy of the contributions  required to be made by the Employer to said Fund.
If the Employer fails to make the  contributions  provided for herein within the
time  required by this  Agreement and the rules and  regulations  of the Benefit
Fund, then the Trustees may, in addition to any other  remedies,  cancel out the
insurance  coverage for such  employees on whose account the Employer has failed
to contribute,  and if that occurs, the Employer shall be responsible to each of
such employees for any claims which may arise because of the loss of coverage.

         Section 5. PENALTIES FOR FAILURE TO MAKE CONTRIBUTIONS:  The failure of
the Employer to pay required  contributions  to the Benefit Fund shall authorize
the  Trustees to conduct an audit of the  Employer's  records for the purpose of
determining the amount due the Benefit Fund. The Trustees may waive an audit and
select the highest  number of employees  appearing  on any  previous  Employer's
report in computing the amount due the Fund from the  Employer,  and charge such
Employer with such amount, unless the Employer submits records to the contrary.

         Section 6. LEGAL ACTION:  In the event the Employer fails or refuses to
make contributions within the time provided for herein, then the Trustees of the
Benefit  Fund  are  authorized  to  take  any and all  legal  action,  including
arbitration under the Arbitration  Clause provided for in this Agreement for the
purpose of collecting the delinquency from the Employer. In the event the matter
is  referred  by the  Trustees  to an  Attorney  for  legal  action  and suit or
arbitration  is instituted ' then the Fund may have judgment  entered based upon
the average number of employees  reported by the Employer on any report filed by
him during the one (1) year period  preceding the  institution of arbitration or
Court  action.  In the event legal action is taken as provided  for herein,  the
Employer shall become responsible for the following:

     a. A legal fee of twenty  per cent  (20%) of the gross  amount due from the
Employer. 

     b. Cost of making an audit.

     c.  Interest at the rate of twelve per cent (12%) per annum of each monthly
delinquency.

     d. All arbitration and court costs.

ARTICLE 17. BEREAVEMENT PAY

         Section 1. Each  employee who suffers a death in his  immediate  family
will be permitted to take time off as may be necessary for attendance at funeral
and  mourning  from the time the  employee  receives  notice  of death up to and
including  the date of the funeral.  He will be paid on the basis of his regular
hourly rate of such part of that time as he would  otherwise have been regularly
scheduled  for  work,  but not  exceeding  eight  (8)  hours in any one day or a
maximum of  twenty-four  (24) hours.  Such time off will not be regarded as time
worked for the purpose of computing overtime.

         Section 2. In the case of death in the immediate family of any employee
requiring the employee's absence from his regularly scheduled  assignments,  the
employee  shall be granted a leave of  absence  of three (3) days,  and shall be
paid for each  scheduled  day of such  absence.  The  immediate  family shall be
defined as parent, a spouse, child, brother,  sister of any employee.  One day's
absence with eight (8) hours pay for parent-in-law and grandparents.

  ARTICLE 18. SAFETY AND HEALTH

         Section 1. The Employer will maintain working  conditions in accordance
with the health and safety  provisions of both the  Department of Health and the
Department of Safety of the State of New Jersey. All reasonable  suggestions for
improvements  will be considered and acted upon where practical when it involves
the health, safety, welfare, sanitary and working conditions of the employees.

         Section 2. An employee  who is injured  while at work in an  industrial
accident must promptly  report such injury to their immediate  supervisor.  such
employee will be paid at their straight time hourly wage rate for all hours lost
while receiving medical attention on the day on which the injury occurred,  and,
if as a result of such reported  injury,  they are unable to continue to work in
the opinion of the  attending  physician,  they shall be paid for the balance of
their scheduled straight time hours for that day.

         Section  3.  All  employees  shall  be  trained  in the  use of  safety
equipment and what must be done in an emergency.

     Section 4. All truck drivers shall be given a complete physical once a year
at no cost to employees, if the I.C.C. request it.

         Section 5. The Company shall continue to provide  adequate  locker room
and bathroom facilities for the safety and health of all employees.

 ARTICLE 19. UNION REPRESENTATION & VISITATION

         The officials or any authorized  representative of the officials of the
Union shall have admission to the  Employer's  place of business for the purpose
of  ascertaining  whether or not this Agreement is being observed by the parties
hereto,  or for  assisting in the  adjustment  of  grievances.  The officials or
representatives  of the Union in such cases shall notify the Employer upon their
arrival.  The Union  Delegate  shall have access to the job sites  providing  he
gives the Employer  reasonable  notice so that arrangements can be made to allow
the delegate visitation on the job.

 ARTICLE 20. SICK DAYS

         Section 1. As of  January 1 of any year,  all  employees  who have been
employed for more than one (1) year shall be entitled to six (6) paid sick days,
based on one day for every two (2)  months  which  shall be taken in that  year.
However, the unused portion shall be paid no later than the 15th of December.

         Section 2.  Employees with less than one (1) year of service shall earn
sick days on the basis of one (1) sick day per two (2) months completed service,
until one year of service is earned.  Then  employee will be entitled to six (6)
paid sick days.

         Section 3. Employees shall not abuse this provision. In such event, the
Employer may require substantiation of illness.

         Section 4. If an employee  is  terminated  or quits,  Section 2 of this
Article  shall become  applicable  with respect to payment of sick days,  if the
employee has used more than his allotted number of sick days, the Employer shall
have the right to recover payment for such days out of the employee's  remaining
pay.

ARTICLE 21. LEAVE OF ABSENCE

         Section  1.- Any  employee  who desires a leave of absence for a period
not to exceed  three (3)  months due to  personal  or family  emergency,  may be
granted such leave without pay at the Employer's discretion and shall be without
loss of  seniority.  Such leave of absence  must be requested in writing two (2)
weeks prior to the date on which the leave of absence is  scheduled to begin and
must be obtained in writing from the Employer to be valid.

         Section 2. MATERNITY LEAVE:  Leave of absence for up to one (1) year or
less may be granted in cases of pregnancy. An employee returning to work after a
Maternity leave of absence must give the Employer a doctor's certificate showing
that she is physically capable of going back to her normal duties.

         Section 3.- FAILURE TO RETURN FROM  LEAVE:  An employee  granted  leave
under this Article will be considered as having quit if employee does not return
to work at the end of the leave,  or if the employee has taken a job  elsewhere.
Exception to this is mentioned in Section 2 above.

ARTICLE 22. JURY DUTY PAY

        Section 1. An  employee  who is called for Jury Duty shall be paid eight
(8) hours  straight  time pay for  scheduled  time lost less the daily  jury fee
allowed by the court.

         Section 2. In the matter of Jury Duty payment, the employee must submit
evidence as to Jury Duty  requirement  within the County of his  residence.  The
employee must submit  evidence of his formal  request to serve,  and actual time
served.  It is  understood  that the employee  will be  reimbursed  only for the
actual time served on Jury Duty, less the Jury fee.

ARTICLE 23. TRUCK DRIVERS

         The following  provisions shall apply for those employees classified as
"Truck Drivers" only.

         Section 1.  WEEKEND  WORK NOTICE - Whenever  the  Employer  has advance
knowledge that weekend work will be required,  notice of such work will be given
prior to 2:00 P.M. on Thursday, if possible.

        Section 2.  PYRAMIDING  - There  shall be no  pyramiding  of overtime or
premium pay for the same hours worked under any provision of this Agreement.

ARTICLE 24. WAGE RATES AND CLASSIFICATIONS

         Section 1. New jobs or classifications may be established as considered
necessary by the Company,  and the Union will be notified  when such new jobs or
classifications  are  established.  The rate for such new jobs is  considered  a
proper subject for negotiations between the Company and the Union.

          Section 1(a). Classifications:

                            (Forklift Drivers, Checkers)
                            (Selectors, Packers, Loaders)
                            (Material Handlers, Receiving)

          The Company,  at its discretion,  will grant merit raises to employees
who  they  feel are  qualified.  However,  all  jobs  are to be  interchangeable
depending on qualification without any mandatory wage differential.

         Section 2. Effective  December 15, 1997, each employee in the Warehouse
bargaining  unit shall  receive an  increase of 3% per hour,  and Truck  Drivers
shall receive an increase of 4% per hour.

         Section 3. Effective  December 21, 1998, each employee in the Warehouse
bargaining  unit shall  receive an  increase of 3% per hour,  and Truck  Drivers
shall receive an increase of 4% per hour

         Section 4. Effective  December 20, 1999, each employee in the Warehouse
bargaining  unit shall  receive an  increase of 3% per hour,  and Truck  Drivers
shall receive an increase of 4% per hour.

         Section 5.  Employees will receive the rate for the  classification  in
which they are working immediately upon assuming the duties thereof.

           A.   An  employee  assigned  to work in more than one  classification
                during his regular shift and who works four (4) or more hours at
                the  highest  classification  shall be paid  for the  full  time
                worked during such shift at the highest classification rate.

           B.   An  employee  assigned  to work in more than one  classification
                during his regular  shift and who works less than four (4) hours
                at the  highest  classification  shall be paid four (4) hours at
                the  highest  classification  rate and the  balance of his hours
                during that  regular  shift at the next  highest  classification
                rate worked.

         Section  6.  SUPPLEMENTAL  BONUS - The  Employer  agrees to pay to each
employee in the bargaining  unit, who received pay for at least ten (10) days in
the previous month, a monthly supplemental bonus of nine dollars ($9.00),  which
will be payable on the first pay day of each  month.  If the  employee  does not
receive a pay check on the first pay day of the month, the bonus will be paid on
the first pay he receives in the month.

 ARTICLE 25. STRIKES OR LOCKOUTS

          Section 1. There shall be no strikes,  slowdowns,  work stoppages,  or
 interruption  of  production.  The  Union  agrees  that it will not  authorize,
 instigate,  aid, condone or ratify any such activity. The Company will not lock
 out any of its  employees.  The  Company  retains  the  right to  discharge  or
 otherwise  discipline  any  employee  who  violates  this  provision;  it being
 understood that the question of whether an employee violated this provision may
 be  made  the  subject  of the  Grievance  and  Arbitration  Procedure  of this
 Agreement.

          Section 2. It is further  agreed that in all cases of an  unauthorized
 strike,  walkout,  slowdown,  or any other  unauthorized  cessation  of work in
 violation  of this  Agreement,  the  Union  shall  not be  liable  for  damages
 resulting from such unauthorized acts by its members.

          Section 3. PROTECTION OF RIGHTS

          A. Picket Lines - It shall not be a violation of this  Agreement,  and
 it shall  not be cause for  discharge  or  disciplinary  action in the event an
 employee  refuses  to enter  upon any  property  involved  in a  primary  labor
 dispute,  or  refuses to go through or work  behind any  primary  picket  line,
 including  the  primary  picket  line of Unions  party to this  Agreement,  and
 including primary picket lines at the Employer's places of business.

          B. Struck Goods - It shall not be a violation of this Agreement and it
 shall not be a cause  for  discharge  or  disciplinary  action if any  employee
 refuses to perform any service  which his Employer  undertakes to perform as an
 ally of an Employer or person whose employees are on strike, and which service,
 but for such  strikes,  would be performed by the  employees of the Employer or
 person on strike.

ARTICLE 26. MISCELLANEOUS WORKING CONDITIONS

         Section 1. INDIVIDUAL AGREEMENTS - The Employer will not enter into any
other written or oral agreement with any employee or group of employees  covered
by this  Agreement  which  conflicts  with  the  terms  and  provisions  of this
Agreement.

         Section 2. BULLETIN  BOARD - The Employer  agrees to provide a bulletin
board in a conspicuous place in the Employer's place of business for the posting
of notices pertaining to the Union and its members.

         Section 3. MILITARY  SERVICE - Any employee leaving the Company to join
the Armed Forces of the United States shall suffer no loss of seniority  rights,
provided  the  employee  complies  with  the  re-employment  conditions  of  the
Selective service and Training Act of 1951, as amended,  or any other applicable
laws. The Employer agrees to pay an employee for all reasonable time involved in
reporting for a physical examination for Military Service.

         Section 4. LIFE OF AGREEMENT - The Employer agrees that if he moves his
place of business during the life of this Agreement, said Agreement shall remain
in full force and effect.

         Section 5.  NON-DISCRIMINATION - In accordance with applicable law, the
Employer and the Union agree not to  discriminate  against any  individual  with
respect to hiring,  compensation,  terms or conditions of employment  because of
such individual's race, color,  religion,  sex, national origin,  pregnancy,  or
age, nor will they limit,  segregate or classify employees in any way to deprive
any  individual  employee of employment  opportunities  because of race,  color,
religion, sex, national origin, pregnancy, or age.

         A. The Company and the Union agree that there will be no discrimination
by  the  Company  or  the  Union  against  any  employee  because  of his or her
membership  in the Union or because of any  employee's  lawful  activity  and/or
support of the Union.

         B. The term "he" or "his" as used in this  Agreement is not meant to be
discriminatory and shall apply equally to male and female employees.

         Section 6.  SEPARATION  OF  EMPLOYMENT - Upon  discharge,  the Employer
agrees to pay all money due to an employee.  Upon  quitting,  the Employer shall
pay all money due to the employee on the pay day in the work week following such
quitting. Earned vacation time shall be included in such payment.

         Section 7. PREVIOUS  BENEFITS - It is mutually  agreed that any and all
past  practices  and  benefits  in  effect  prior  to this  agreement  shall  be
maintained in addition to conditions contained in this Agreement.

        Section 8. There shall be one (1) rest period of fifteen (15) minutes in
the morning. There shall also be one (1) ten (10) minute break in the afternoon,
if working a one half (1/2) lunch.

         Section 9. LIE DETECTOR TEST - The Employer shall not require, request,
or suggest that an employee or applicant for employment  take a polygraph or any
other form of lie detector test.

         Section  10.   SEVERANCE  PAY  -  Should  the  Employer  desire  to  or
voluntarily  be forced to liquidate  his  business,  he must notify the Union at
least thirty (30) days in advance and the employees shall be retained on the job
until liquidation is completed. In the event of such liquidation,  severance pay
shall be paid to the employees in the following manner:

         All employees  shall receive  severance pay at the rate of one (1) week
for each five (5) years of employment.

         Any future place of business owned or operated by the Employer shall be
covered by this clause.

         Section 11. The Union will be given a three (3) months  notice prior to
a plant shutdown, if possible.

         Section  12. The  Company  shall  grant a five (5) minute  wash up time
prior to quitting time.

         Section  13.  Anyone  employed 20 hours or more shall be  considered  a
full-time employee.

         Anyone employed under 20 hours shall be considered part-time employees.
All benefits in this agreement shall apply to part-time  employees on a pro-rata
basis.

         Section 14. Work rules  promulgated  by the Employer which have been in
effect at the  Employer's  premises  and all new work rules  promulgated  by the
Employer  and  agreed to by the Union must be  observed  by all  employees.  Any
employee who violates  these work rules is subjected to discharge in  accordance
with the provisions of this contract.

         Section 15. WORK BY SUPERVISORS -  Non-bargaining  unit employees shall
be  permitted to perform  work they  customarily  performed in the past or in an
emergency.

         Section 16.  Employees  are required to be able to pick 45-55 lines per
hour.

         Section  17.  The  Company  will make  available  the  following  Bonus
Programs:

         A. Team Group Program - The Company will continue merit raises based on
individual employee's job performance.

         B.  Employees  of the Month - Every month the Company  shall award four
(4) employees, based on performance,  an extra day off with pay. Any unused days
shall be paid at the end of the year.

          All employees are expected to participate in these Programs.

         Section 18. The Employer shall provide  uniforms for all truck drivers.
New drivers shall be entitled to uniforms after sixty (60) days of employment.

ARTICLE 27. EDUCATIONAL PROGRAM

         The Employer  agrees to contribute one cent ($.01) per hour to Teamster
Local 11 Educational  Program for all hours an employee  receives pay. Such Fund
is to be  administered  in  accordance  with the  Local 11  Benefit  Plan  Trust
Agreement by an equal number of Employer and Employee Trustees.

ARTICLE 28. JOB POSTING PROCEDURE

         Section 1. In the event of a vacancy,  such vacancy shall be posted for
five (5) working days.  The  successful  candidate's  name will be posted on the
Board the day following the job award.

         Section 1(a). The day of the posting shall be considered the first day.
The job posting shall have a brief  description  of the duties  involved and the
rate range of the classification.

         Section 1(b).  Any employee  interested in the job may sign the posting
and the senior employee shall be given the  opportunity to fill the vacancy,  if
qualified.

         Section 2. An employee who  successfully  bids for a job shall have the
right to return to his  previous  job if he is  removed  or elects to give it up
within thirty (30)  calendar days from the date of the award.  The open job will
not be re-posted but will be filled by the next senior  employee on the original
posting providing they have the necessary qualifications.

         Section 3. An employee who  completes  thirty (30)  calendar days trial
period  on  his   successful   bid  shall  give  up  all  claim  to  his  former
classification  after the thirty (30) days trial except for layoff  purposes and
seniority entitles him to the job.

         Section 4. On all job bids for  vacancies,  in no instance will any job
vacancy bid for in this  manner be left open for more than thirty (30)  calendar
days.

         Section 5. In reference to job postings  vacancies,  when the selection
is made,  the Steward  will  counter-sign  to insure that the proper job posting
procedure was followed.

         Section 6. A probationary who may bid for a vacancy shall have no claim
nor be eligible for said vacancy  unless no  employees on the  seniority  roster
have signed for the job.

 ARTICLE 29.  ESTABLISHING JOB DESCRIPTION AND CLASSIFICATION ON NEW OR 
              CHANGED JOBS

         When and if the Company from time to time at its discretion establishes
a new job or  changes  the job  content  of a job,  they  shall be  required  to
establish  a new job  description  and  classification  in  accordance  with the
following procedure:

          1. They shall prepare the proposed job  description and submit same to
the Union.

          2. The Union  will meet  with the  Company  and  promptly  review  the
proposed job description.

          3.   If the  parties  agree  that the new job  description  accurately
               describes  the job and that there is a proper rate, a copy of the
               new job change shall be forwarded to the Union.

 4. If the parties cannot agree on the new job being accurately  described,  the
Employer shall:

        a. Issue copies of the proposed  description and  classification  to the
Union.

        b. Install the proposed classification, and

        C. Install the standard hourly rate of the job class to which the job is
thus assigned.

 5.   The Union  shall be  exclusively  responsible  for  filing  the  Grievance
      involving the inaccuracy of the description and/or classification of jobs.
      Said Grievance shall be filed within seven (7) days after the installation
      date of the job.

ARTICLE 30. TEAMSTERS NATIONAL 401M PLAN

         Section  1.  The  Employer   hereby  agrees  to   participate   in  the
Teamsters-National  401(k)  Savings  Plan (the Plan) on behalf of all  employees
represented for the purposes of collective bargaining under this agreement.

         Section  2.  The  Employer  will  make  or  cause  to be  made  payroll
deductions  from  participating   employees'  wages,  in  accordance  with  each
employee's  salary  deferral  election  subject to compliance with ERISA and the
relevant tax code  provisions.  The Employer will forward  withheld sum to State
Street Bank or its  successor at such time,  in such form and manner as required
pursuant to the Plan and Declaration of Trust (Trust).

         Section 3. The Employer  will execute a  Participation  Agreement  with
Local 11 and the Trustees of the Plan evidencing  Employer  participation in the
Plan effective prior to any employee deferral being received by the Plan.

         Section 4. In  addition,  the  Employer  agrees to require  the payroll
system  to  provide  separate  paycheck  deductions  so that the Plan may  allow
participant  loans.  The  Employer  further  agrees,  at  such  time  as  it  is
administratively  feasible,  to require the payroll  system to provide  separate
paycheck deductions so that the Plan may allow after-tax contributions.

ARTICLE 31. DRIVE

          Section  1. The  Employer  agrees to deduct  from the pay check of all
 employees  covered by this Agreement  voluntary  contributions  to the Democrat
 Republican Independent Voter Education (DRIVE). DRIVE shall notify the Employer
 of the amounts designated by each contributing employee that are to be deducted
 from  his/her  pay check on a weekly  basis for all weeks  worked.  The  phrase
 "weeks worked" excludes any week other than a week in which the employee earned
 a wage. The Employer shall remit to DRIVE National  Headquarters,  on a monthly
 basis,  in one check,  the total amount deducted along with the name and social
 security  number of each employee on whose behalf a deduction is made,  and the
 amount deducted from the employee's pay check.

          Section 2. The Union and DRIVE agree to indemnify  the Employer and to
 hold the Employer harmless for all monies which are deducted in accordance with
 DRIVE  instructions,  and,  which are  disputed by the involved  employee.  The
 Union,  DRIVE, and the employee further agree that all disputed  deductions are
 to be resolved between the Union,  DRIVE, and the employees  themselves without
 the involvement of the Employer.

ARTICLE 32. DURATION

         This  Agreement  shall  become  effective  on the 14th day of December,
1997,  and shall remain in full force and effect until the 15th day of December,
2000, and shall automatically renew itself from year to year thereafter,  unless
written  notice of desire to modify or terminate is given by either party to the
other  sixty  (60)  days  prior  to the  expiration  of  this  Agreement  or any
subsequent  annual  period.  If such  notice  is given,  negotiations  for a new
Agreement shall begin promptly, but not sooner than sixty (60) days prior to the
expiration of the then currant  period and shall  continue until a new agreement
is reached. During such negotiations,  this Agreement shall remain in full force
and effect.

        IN  WITNESS  WHEREOF,  the  Employer  and the  Union  have  caused  this
agreement to be executed by their duly authorized officers.

                                            LOCAL NO. 11, affiliated with the
                                            INTERNATIONAL BROTHERHOOD OF
FIVE STAR GROUP                             TEAMSTERS


BY:____________________________             BY:_____________________________

Richard T. Grad, President                  Peter McGourty, President


                                            Rey Lopez, Business Agent



                                            COMMITTEE:



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


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




<PAGE>


                   DRUG FREE WORKPLACE & REHABILITATION POLICY

STIPULATION OF AGREEMENT            effective___________

J. Leven Company and Teamsters  Local #11 have agreed to establish and implement
a "Drug,  Free  Workplace  &  Rehabilitation  Policy" for all present and future
employees as follows:

J. Leven Company and  Teamsters  Local 11 recognize the need to commit to a drug
free workplace  environment,  and promote high standards of employee  health and
safety.

In order to develop and enhance this  objective  into a measurable  and workable
practice,  the company has  established,  in full support and  cooperation  with
Teamsters Local #11, the following  provisions as its Drug Free Workplace Policy
as provided for and according to applicable State and Federal law.

J. Leven Company and Teamsters Local 11 encourages every employee to voluntarily
obtain treatment counseling and rehabilitation whenever he/she feels they have a
problem with alcohol and/or drugs.

  All  applicants  who have been offered and accepted  employment  with J. Leven
  Company  Must  submit  to  and  pass  a  drug   screening  test  as  partof  a
  pre-employment  physical and as a condition of commencement of employment.  If
  initial and  confirmatory  tests are positive the offer of employment  will be
  withdrawn. The Company acknowledges that this paragraph has not been agreed to
  by the  Union;  the  Union  acknowledges  the  Company's  tight to  engage  in
  pre-employment testing.

   J. Leven Company will also conduct testing for drugs or alcohol when has just
   cause to  believe  that an  individual  is under  the  influence  on drugs or
   alcohol.

   An employee who violates this Policy could be subject to termination

   Specifically:

    1. The use of, Possession, distribution, manufacture, and/or sale of alcohol
    and/or illegal drugs, and/or controlled substances, during working hours, on
    company property, on company business, and/or which utilizing company owned,
    rented, or- leased property is strictly prohibited. Any employee who engages
    in such  conduct or  activity  in subject  to  corrective  action up -to and
    including termination

     2. Employees that experience a job-related accident and/or injury requiring
     doctor's treatment may be subject to a blood alcohol and, urine drug test.

        A.  Specimens  for such tests may be taken by the treating  physician at
the physician's medical facility, clinic, or hospital.



<PAGE>


        B.  Specimens  will be taken  and  conducted  according  to the chain of
custody"  method and tested by a  certified,  independent  laboratory  (forensic
toxicology   N.I.D.A.   certified).   Lab  results  will  be  quantitative   and
qualitative.  Additional  confirmation  testing may be done to confirm validity.
(Split test).

        C.  Initial and  subsequent  confirmation  test levels for drugs will be
determined by N.I.D.A. standards, which are incorporated therein.

        3. An employee's  refusal or failure to take a test for sobriety  and/or
drug use when required as provided for by this policy,  may result in corrective
action up to and including termination.

        4. Employees that test positive for drugs, controlled substances, and/or
alcohol, will be reprimanded with a five (5) work day suspension without pay; be
placed an twelve (12) months of probation; be required to enroll in a supervised
drug/alcohol  rehabilitation  program  (and  after  care  as  determined  by the
treating  physician or certified  agency).  (Timing of such  suspension  can run
concurrent  with   rehabilitation   upon  mutual  agreement  of  the  Union  and
Management.

        A.l.   Employees  who  fail  to  successfully   complete  the  specified
supervised drug/alcohol rehab program (and after care) will be terminated.

        A.2.  Employees that fail to meet  requirements of an after care program
will be terminated  within the  probationary  period;  inclusive to alcohol/drug
testing as specified in any after care commitment agreed to by the employee.

        B.1.  Employees  that are  dropped  from the  supervised  rehabilitation
program for violation of the program requirements will be terminated.

        B.2.  Employees  may be permitted to take a medical leave of absence for
the purpose of undergoing  treatment pursuant to an approved  supervised program
for  alcoholism  and/or drug use. Such leave request must be made before any lab
testing procedure or in advance of any  disciplinary'  action. A medical release
to return to work must be provided to the employer,  and the employee is subject
to further conditions of this policy. Such medical leave of absence request must
be  voluntarily  made in writing  and may be subject to the  approval of Company
Management.

        5. Employees that successfully  complete the drug/alcohol  rehab program
will be on twelve (12) months probation, and upon completion of probation,  have
the appropriate reprimands removed from their personnel file.



<PAGE>






                                                       December 18, 1997




 Mr. Richard Grad, President
 Five Star Distributors
 903 Murray Road
 P.O. Box 357
 East Hanover, New Jersey 07936

 Dear Mr. Grad:

         As a follow up to our  conversation  on December 18, 1997, the Trustees
of the Northern New Jersey  Teamsters  Benefit Plan have been given new rates by
the  Actuary to  consider  for all  future  contract  negotiations.  They are as
follows:

                             Single                    Family

          1998            $37.00 per week          $93.00  per week
          1999            $39.00 per week          $97.00  per week
          2000            $42.00 per week          $103.00 per week

         As I have told you,  these rates were rejected by the Board of Trustees
and the Actuary was requested to do a further study to ensure that the new rates
are, in fact, the best possible rate the Plan can offer.

         With that in mind,  your Company can consider these rates now, or until
a more  favorable  rate is issued,  as the rate that would be negotiated in your
current  contract.  I hope this will be of some assistance to you in deciding to
accept the Northern New Jersey Teamsters  Benefit Plan as your employees' health
provider.

         Should you have any further questions, please feel free to contact me.

                                                       Very truly yours,

                                                       Peter McGourty
                                                       President


PM/em
cc: Rey Lopez, Bus. Agent