<PAGE>

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                          SUPER FOOD SERVICES, INC.









                               NOTE AGREEMENT


                        Dated as of November 1, 1989







                      Re: $25,000,000 9.20% Senior Notes
                             Due January 10, 2000





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<PAGE>


                               TABLE OF CONTENTS

                        (Not a part of the Agreement)

<TABLE>
<CAPTION>

SECTION                             HEADING                              PAGE

<S>   <C>    <C>                    <C>                                   <C>
1.    DESCRIPTION OF NOTES AND COMMITMENT                                 1

      1.1.    Description of Notes                                        1
      1.2.    Commitment, Closing Date                                    1
      1.3.    Other Agreements                                            1

2.    PREPAYMENT OF NOTES                                                 2

      2.1.    Optional Prepayment                                         2
      2.2.    Prepayment on Failure of Holders to Grant
               Certain Consents                                           3
      2.3.    Prepayment on Restricted Change of Control                  3
      2.4.    Notice of Prepayments                                       5
      2.5.    Allocation of Prepayments                                   5
      2.6.    Direct Payment                                              5

3.    REPRESENTATIONS                                                     5

      3.1.    Representations of the Company                              6
      3.2.    Representations of the Purchasers                           6

4.    CLOSING CONDITIONS                                                  6

      4.1.    Closing Certificate                                         6
      4.2.    Legal Opinions                                              6
      4.3.    Related Transactions                                        6
      4.4.    Satisfactory Proceedings                                    6
      4.5.    Legality                                                    7
      4.6.    Waiver of Conditions                                        7

5.    COMPANY COVENANTS                                                   7

      5.1.    Corporate Existence, etc                                    7
      5.2.    Insurance                                                   7
      5.3.    Taxes, Claims for Labor and Materials, Compliance
               with Laws                                                  7
      5.4.    Maintenance Properties                                      8
      5.5.    Nature of Business                                          8
      5.6.    Consolidated Tangible Net Worth                             8
      5.7.    Limitations on Indebtedness                                 8
      5.8.    Limitations on Liens                                        9

                                      -i-
<PAGE>

SECTION                             HEADING                              PAGE

      5.9.    Mergers, Consolidations and Sales of Assets                10
      5.10.   Guaranties                                                 12
      5.11.   Repurchase of Notes                                        12
      5.12.   Designation of Joint Ventures                              12
      5.13.   Transactions with Affiliates                               12
      5.14.   Termination of Pension Plans                               13
      5.15.   Reports and Rights of Inspection                           13

6.    EVENTS OF DEFAULT AND REMEDIES THEREFOR                            15

      6.1.    Events of Default                                          15
      6.2.    Notice to Holders                                          16
      6.3.    Acceleration of Maturities                                 16
      6.4.    Recission of Acceleration                                  16

7.    AMENDMENTS, WAIVERS AND CONSENTS                                   17

      7.1.    Consent Required                                           17
      7.2.    Solicitation of Noteholders                                17
      7.3.    Effect of Amendment or Waiver                              18

8.    INTERPRETATION OF AGREEMENT; DEFINITIONS                           18

      8.1.    Definitions                                                18
      8.2.    Accounting Principles                                      23
      8.3.    Directly or Indirectly                                     23

9.    MISCELLANEOUS                                                      23

      9.1.    Registered Notes                                           23
      9.2.    Exchange of Notes                                          23
      9.3.    Loss, Theft, etc. of Notes                                 24
      9.4.    Expenses, Stamp Tax Indemnity                              24
      9.5.    Powers and Rights Not Waived; Remedies
               Cumulative                                                25
      9.6.    Notices                                                    25
      9.7.    Successors and Assigns                                     25
      9.8.    Survival of Covenants and Representations                  25
      9.9.    Severability                                               25
      9.10.   Governing Law                                              25
      9.11.   Captions                                                   25

Signature Page                                                           26


</TABLE>

                                      -ii-
<PAGE>

ATTACHMENTS TO NOTE AGREEMENT:

Schedule I      - Names and Addresses of Purchasers

Exhibit A       - Form of 9.20% Senior Note due January 10,2000

Exhibit B       - Closing Certificate of the Company

Exhibit C       - Description of Closing Opinion of Special Counsel

Exhibit D       - Description of Closing Opinion of Counsel to the Company



















                                     -iii-

<PAGE>


                            SUPER FOOD SERVICES, INC.
                              3233 NEWMARK DRIVE
                             MIAMISBURG, OHIO  45342 

                                 NOTE AGREEMENT

                       Re: $25,000,000 9.20% Senior Notes
                              Due January 10, 2000


                                                                     Dated as of
                                                                November 1, 1989

To the Purchaser named in
 Schedule I which is a signatory
 to this Agreement

Gentlemen:

            The undersigned, SUPER FOOD SERVICES, INC., a Delaware 
corporation (the "COMPANY"), agrees with you as follows:

SECTION 1. DESCRIPTION OF NOTES AND COMMITMENT.

            1.1.  DESCRIPTION OF NOTES. The Company will authorize the issue 
and sale of $25,000,000 aggregate principal amount of its 9.20% Senior Notes 
(the "NOTES") to be dated the date of issue, to bear interest from such date 
at the rate of 9.20% per annum, payable quarterly on the tenth day of each 
January, April, July and October in each year (commencing April 10, 1990) and 
at maturity and to bear interest on overdue principal (including any overdue 
required or optional prepayment of principal) and premium, if any, and (to 
the extent legally enforceable) on any overdue installment of interest at the 
rate of 10.20% per annum after maturity, whether by acceleration or 
otherwise, until paid, to be expressed to mature of January 10, 2000, and to 
be substantially in the form attached hereto as Exhibit A. Interest on the 
Notes shall be computed on the basis of a 360-day year of twelve 30-day 
months. The Notes are not subject to prepayment or redemption at the option 
of the Company prior to their expressed maturity dates except on the terms 
and conditions and in the amounts and with the premium, if any, set forth in 
Section 2 of this Agreement. The term "NOTES" as used herein shall include 
each Note delivered pursuant to this Agreement and the separate agreements 
with the other purchasers named in Schedule I. You and the other purchases 
named in Schedule I are hereinafter sometimes referred to as the "PURCHASERS".

            1.2.  COMMITMENT, CLOSING DATE. Subject to the terms and 
conditions hereof and on the basis of the representations and warranties 
hereinafter set forth, the Company agrees to issue and sell to you, and you 
agree to purchase from the Company, Notes of the Company in the aggregate 
principal amount set forth oposite your name

<PAGE>

Super Food Services, Inc.
                                                                  Note Agreement


in Schedule I, at a price of 100% of the principal amount thereof on the 
Closing Date hereinafter mentioned.

            Delivery of the Notes will be made at the offices of Chapman and 
Cutler, 111 West Monroe, Chicago, Illinois 60603, against payment therefor in 
Federal of other funds current and immediately available at the principal 
office of Society Bank, N.A., in Dayton, Ohio in the amount of the purchase 
price at 10:00 A.M., Chicago time, on February 6, 1990 or such later date 
(not later that February 15, 1990) as shall be mutually agreed upon by the 
Company and the Purchasers (the "CLOSING DATE"). The Notes delivered to you 
on the Closing Date will be delivered to you in the form of a single 
registered Note for the full amount of your purchase (unless different 
denominations are specified by you), registered in your name or in the name 
of such nominee as you may specify and in substantially the form attached 
hereto as Exhibit A, all as you may specify at any time prior to the date 
fixed for delivery.

            1.3.  OTHER AGREEMENTS. Simultaneously with the execution and 
delivery of this Agreement, the Company is entering into similar agreements 
with the other Purchasers under which such other Purchasers agree to purchase 
from the Company the principal amount of Notes set opposite such Purchasers' 
names in Schedule I, and your obligation and the obligations of the Company 
hereunder are subject to the execution and delivery of the similar 
agreements by the other Purchasers.  The obligations of each Purchaser shall 
be several and not joint and no Purchaser shall be liable or responsible for 
the acts of any other Purchaser.

SECTION 2. PREPAYMENT OF NOTES.

            2.1.  OPTIONAL PAYMENT. Upon compliance with Section 2.4, the 
Company shall have the privilege at any time and from time to time, on or 
after January 10, 1993, of prepaying the outstanding Notes, either in whole 
or in part (but if in part, then in units in excess of $100,000) by payment 
of the principal amount of the Notes, or portion thereof to be prepaid, and 
accrued interest thereon to the date of such prepayment, together with a 
premium equal to the Make-Whole Premium, determined five business Days prior 
to the date of such prepayment.

            "MAKE-WHOLE PREMIUM" shall mean, in connection with a prepayment 
pursuant to this Section 2.1 (or a payment pursuant to an Event of Default), 
the excess, if any, of (i) the aggregate present value as of the date of such 
prepayment of each dollar of principal being prepaid and the amount of 
interest (exclusive of interest accrued to the date of prepayment) that would 
have been payable in respect of such dollar is such prepayment had not been 
made, determined by discounting such amounts at the Reinvestment Rate from 
January 10, 2000, over (ii) 100% of the principal amount of the outstanding 
Notes being prepaid.  If the Reinvestment Rate is equal to or higher than 
9.20%, the Make-Whole Premium shall be zero.

            "REINVESTMENT RATE" shall mean .60% plus the arithmetic mean of 
the yields under the respective headings "THIS WEEK" and "LAST WEEK" 
published in the Statistical Release under the caption "TREASURY CONSTANT 
MATURITIES" for the maturity (rounded to the nearest month) corresponding to 
the period from the date of determination of the premium hereunder up to but 
not including, January 10, 2000, (such

                                     -2-

<PAGE>

Super Food Services, Inc.
                                                                  Note Agreement


period being referred to as the "NOTE MATURITY PERIOD"). If no maturity 
exactly corresponds to such Note Maturity Period, yields for the two 
published maturities most closely corresponding to such Note Maturity Period 
shall be calculated pursuant to the immediately preceding sentence and the 
Reinvestment Rate shall be interpolated or extrapolated from such yields on a 
straight-line basis, rounding in each of such relevant periods to the nearest 
month. For the purposes of calculating the Reinvestment Rate, the most recent 
Statistical Release published prior to the date of determination of the 
premium hereunder shall be used.

            "STATISTICAL RELEASE" shall mean the statistical release 
designated "H.15(519)" or any successor publication which is published weekly 
by the Federal Reserve System and which established yields on actively traded 
U.S. Government Securities adjusted to constant maturities or, if such 
statistical release is not published at the time of any determination 
hereunder, then such other reasonably comparable index which shall be 
designated by the holders of 66-2/3% in aggregate principal amount of the 
outstanding Notes.

            2.2.  PREPAYMENT ON FAILURE OF HOLDERS TO GRANT CERTAIN CONSENTS. 
In the event that the Company shall in good faith request in writing that the 
holders of the Notes consent to an amendment of waiver of the provisions of 
this Agreement to the extent necessary to permit a proposed bona fide merger, 
acquisition, investment, corporate reorganization, recapitalization or other 
transaction which would otherwise violate the provisions of this Agreement 
and, in any such case, the holders of less than 66-2/3% in aggregate 
principal amount of the Notes outstanding within a period of 30 days 
following the date of receipt of such request (the "30-Day Period) shall have 
irrevocably granted or irrevocably agreed to grant such consent, then the 
Company may, in order to permit such transaction, upon giving the notice 
required in Section 2.4 on any date within 90 days after the expiration of 
the 30-Day Period, prepay all (and not less than all) Notes held by each 
holder of a Note which has failed or refused to grant of agree to grant such 
consent of execute and deliver appropriate amendments, consents or waivers 
with respect thereto. Any such prepayment of Notes pursuant to this 
Section 2.2 shall be made by payment of the aggregate principal amount 
remaining unpaid on such Notes, and accrued interest thereon to the date of 
such prepayment, together with a premium equal to the Nonconsent Make-Whole 
Premium with respect to the principal amount of the Notes being prepaid, 
determined five Business Days prior to the date of such prepayment.

            The "NONCONSENT MAKE-WHOLE PREMIUM" shall be determined in the 
same manner as the Make-Whole Premium except that the reference to ".60%" 
contained in the definition of the term "REINVESTMENT RATE" shall read ".25%" 
in the case of a determination of the Non-Consent Make-Whole Premium.

            2.3. PREPAYMENT ON RESTRICTED CHANGE OF CONTROL. (a) In the event 
that a Restricted Change of Control Date shall occur, the Company shall give 
written notice (the "COMPANY NOTICE") of such fact not more than five 
Business Days after any such Change in Control Date to all holders of the 
Notes. The Company Notice shall (i) describe the facts and circumstances of 
the Restricted Change of Control in reasonable detail, (ii) describe the 
Consolidated Total Capitalization, Consolidated Tangible Net Worth and Debt 
of the Company outstanding after such Restricted Change of Control, (iii) 
contain an offer by the Company to purchase all of the outstanding Notes in 
full

                                     -3-










<PAGE>

Super Food Services, Inc.                                      Note Agreement

together with accrued interest to the date of purchase and (iv) set forth the 
date which shall not be less than 30 nor more than 60 days following the date 
of the Company Notice, on which the Company will make such purchase. Each 
holder of the Notes shall have the right to accept such offer and require 
purchase of the Notes held by such holder in full by written notice to the 
Company given within 30 days following receipt of the Company Notice.

           (b) In the event the Company fails to give the Company Notice as 
required above, each holder of the Notes shall have the right to require the 
Company to purchase such holder's Notes in full, together with accrued 
interest thereon to the date of purchase. Notice of a required purchase 
pursuant to this paragraph of Section 2.3(b) shall be delivered by any holder 
of Notes to the Company not more than 90 days after such holder has actual 
knowledge of such Restricted Change of Control. On the date designated in 
such holder's notice (which shall be not less than 10 Business Days after the 
date such notice is delivered to the Company), the Company shall purchase all 
Notes held by such holder together with accrued interest thereon to the date 
of purchase.

           "CHANGE OF CONTROL" shall mean any event or happening which after 
the Closing Date results in the legal or beneficial ownership of more than 
50% of the outstanding shares of Voting Stock of the Company being owned by 
any Control Group.

           "CONTROL GROUP" shall mean any Person or group of Persons acting 
in concert.

           "MANAGEMENT BUY-OUT" shall mean a Change of Control which 
satisfies the following conditions: (i) the Control Group includes, and is 
under the general direction and control of, a member or members of the 
Management Team; (ii) prior to the consummation of the Change of Control, (x) 
the Board of Directors shall have approved the proposed Change of Control and 
(y) a majority of the members of such Board of Directors shall have been duly 
elected or appointed prior to any public announcement or public filing 
relating to a proposed Change of Control; and (iii) immediately after giving 
effect to such Change of Control, members of the Control Group who are 
included in the Management Team are employed by the Company in positions of 
the same or greater responsibility as the positions held by such members of 
the Management Team immediately prior to the Change of Control.

           "MANAGEMENT TEAM" shall mean Jack Twyman, John Demos, Sam 
Robinson, I. James Potter, Al Bunshtan, Robert F. Koogler, George Gayda, 
Richard Metzgar, John Batista, Doug Koenig and any other person who may from 
time to time in the ordinary course of business be elected to serve as the 
Chairman of the Board, Vice Chairman of the Board or President of the Company 
by a majority vote of the Board of Directors PROVIDED, that those individuals 
voting in favor of such election who were also on the Board of Directors of 
the Company as of the Closing Date shall constitute a majority of the Board 
of Directors of the Company at the time of such election.

           "RESTRICTED CHANGE OF CONTROL" shall mean and include any Change 
of Control which is not a Management Buy-Out.

           "RESTRICTED CHANGE OF CONTROL DATE" shall mean any date upon which 
a Restricted Change of Control shall have occurred.

                                         -4-

<PAGE>


Super Food Services, Inc.                                        Note Agreement


           2.4. NOTICE OF PREPAYMENTS. The Company will give notice of any 
prepayment of the Notes pursuant to Section 2.1 or Section 2.2 to each holder 
thereof not less than 30 days nor more than 60 days before the date fixed for 
such optional prepayment specifying (i) such date, (ii) the section of this 
Agreement under which the prepayment is to be made, (iii) the entire 
principal amount of the holder's Notes to be prepaid on such date, and (iv) 
the estimated premium, if any, and (v) accrued interest applicable to the 
prepayment. Such notice of prepayment shall also certify all facts which are 
conditions precedent to any such prepayment. Notice of prepayment having been 
so given, the aggregate principal amount of the Notes specified in such 
notice, together with the premium, if any, and accrued interest thereon shall 
become due and payable on the prepayment date. The Company will also give 
written notice to each holder of the Notes, by telecopy or other same day 
written communication, setting forth the computation and amount of any 
premium payable in connection with such prepayment at least three Business 
Days prior to the date of such prepayment.

           2.5. ALLOCATION OF PREPAYMENTS. All partial prepayments pursuant 
to Section 2.1 shall be applied on all outstanding Notes ratably in 
accordance with the unpaid principal amounts thereof but only in units of 
$1,000, and to the extent that such ratable application shall not result in 
an even multiple of $1,000, adjustment may be made by the Company to the end 
that successive applications shall result in substantially ratable payments.

           2.6. DIRECT PAYMENT. Notwithstanding anything to the contrary in 
this Agreement or the Notes, in the case of any Note owned by a Purchaser or 
its nominee or owned by any other institutional holder who has given written 
notice to the Company requesting that the provisions of this Section shall 
apply, the Company will promptly and punctually pay when due the principal 
thereof and premium, if any, and interest thereon, without any presentment 
thereof directly to such Purchaser or such subsequent holder at the address 
of such Purchaser set forth in Schedule I or at such other address as such 
Purchaser or such subsequent holder may from time to time designate in 
writing to the Company or, if a bank account is designated for such Purchaser 
on Schedule I hereto or in any written notice to the Company from such 
Purchaser or any such subsequent holder, the Company will make such payments 
in immediately available funds to such bank account, marked for attention as 
indicated, or in such other manner or to such other account of such Purchaser 
or such holder in any bank in the United States as the Purchaser or any such 
subsequent holder may from time to time direct in writing.  The holder of any 
Notes to which this Section applies agrees that in the event it shall sell or 
transfer any such Notes (i) it will, prior to the delivery of such Notes 
(unless it has already done so), make a notation thereon of all principal, if 
any, prepaid on such Notes and will also note thereon the date to which 
interest has been paid on such Notes, and (ii) it will promptly notify the 
Company of the name and address of the transferee of any Notes so 
transferred. With respect to Notes to which this Section applies, the Company 
shall be entitled to presume conclusively that the original or such 
subsequent institutional holder as shall have requested the provisions hereof 
to apply to its Notes remains the holder of such Notes until (y) the Company 
shall have received notice of the transfer of such Notes, and of the name and 
address of the transferee, or (z) such Notes shall have been presented to the 
Company as evidence of the transfer.

                                     -5-

<PAGE>

Super Food Services, Inc.                                     Note Agreement

SECTION 3. REPRESENTATIONS.
          
           3.1. REPRESENTATIONS OF THE COMPANY. The Company represents and 
warrants that all representations set forth in the form of certificate 
attached hereto as Exhibit B are true and correct as of the date hereof and 
are incorporated herein by reference with the same force and effect as though 
herein set forth in full.

           3.2. REPRESENTATIONS OF THE PURCHASERS. You represent, and in 
entering into this Agreement the Company understands, that you are acquiring 
the Notes for the purpose of investment and not with a view to the resale or 
distribution thereof, and that you have no present intention of selling, 
negotiating or otherwise disposing of the Notes; PROVIDED that the 
disposition of your property shall at all times be and remain within your 
control. You further represent that you are acquiring the Notes for your own 
account and with your general corporate assets and not with the assets of any 
separate  account in which any employee benefit plan has any interest. The 
acquisition of the Notes by the Purchasers on the Closing Date shall 
constitute the Purchasers reaffirmation of such representation. The 
acquisition of the Notes by the Purchasers on the Closing Date shall 
constitute the Purchasers reaffirmation of such representation. As used in 
this Section, the terms "separate account" and "employee benefit plan" shall 
have the respective meanings assigned to them in the Employee Retirement 
Income Security Act of 1974.

SECTION 4. CLOSING CONDITIONS.

           Your obligation to purchase the Notes on the Closing Date shall be 
subject to the performance by the Company of its agreements hereunder which 
by the terms hereof are to be performed at or prior to the time of delivery 
of the Notes and to the following further conditions precedent:

           4.1. CLOSING CERTIFICATE. Concurrently with the delivery of Notes 
to you on the Closing Date, you shall have received a certificate dated the 
Closing Date, signed by the Chairman of the Board, the Vice Chairman of the 
Board, the President or a Vice President of the Company substantially in the 
form attached hereto as Exhibit B, the truth and accuracy of which shall be a 
condition to your obligation to purchase the Notes proposed to be sold to you.

           4.2. LEGAL OPINIONS. Concurrently with the delivery of Notes to 
you on the Closing Date, you shall have received from Chapman and Cutler, who 
are acting as your special counsel in this transaction, and from John Demos, 
Esquire, Vice Chairman of the Board, Secretary and General Counsel of the 
Company, their respective opinions dated the Closing Date, in form and 
substance satisfactory to you, and covering the matters set forth in Exhibits 
C and D, respectively, hereto.

           4.3. RELATED TRANSACTIONS. Prior to or concurrently with the 
issuance and sale of Notes to you, the Company shall have consummated the 
sale of the entire principal amount of the Notes scheduled to be sold on the 
Closing Date pursuant to this Agreement and the other agreements referred to 
in Section 1.3.

           4.4. SATISFACTORY PROCEEDINGS. All proceedings taken in connection 
with the transactions contemplated by this Agreement, and all documents 
necessary to the consummation thereof, shall be satisfactory in form and 
substance to you and your

                                        -6-
<PAGE>

Super Food Services, Inc.                         Note Agreement



special counsel, and you shall have received a copy (executed or certified as 
may be appropriate) of all legal documents or proceedings taken in connection 
with the consummation of said transactions.

          4.5.  LEGALITY. The Notes shall qualify as a legal investment for 
you under the laws and regulations of each jurisdiction to which you are 
subject (without reference to any so-called "basket" provision which permits 
the making of an investment without restrictions as to the character of the 
particular investment being made) and you shall have received such 
information as you shall reasonably request from the Company to establish 
such fact.

          4.6.  WAIVER OF CONDITIONS. If on the Closing Date the Company 
fails to tender to you the Notes to be issued to you on such date or if the 
conditions specified in this Section 4 have not been fulfilled, you may 
thereupon elect to be relieved of all further obligations under this 
Agreement. Without limiting the foregoing, if the conditions specified in 
this Section 4 have not been fulfilled, you may waive compliance by the 
Company with any such condition to such extent as you may in your sole 
discretion determine. Nothing in this Section 4.6 shall operate to relieve 
the Company of any of its obligations hereunder or to waive any of your 
rights against the Company.

SECTION 5. COMPANY COVENANTS.

          From and after the Closing Date and continuing so long as any 
amount remains unpaid on any Note:

          5.1.  CORPORATE EXISTENCE, ETC. The Company will preserve and keep 
in force and effect, and will cause each Subsidiary to preserve and keep in 
force and effect, its corporate existence and all licenses and permits 
necessary to the proper conduct of its business, provided that the foregoing 
shall not prevent any transaction permitted by Section 5.9.

          5.2.  INSURANCE. The Company will maintain, and will cause each 
Subsidiary to maintain, insurance coverage by financially sound and reputable 
insurers in such forms and amounts and against such risks as are customary 
for corporations of established reputation engaged in the same or a similar 
business and owning and operating similar properties.

          5.3.  TAXES, CLAIMS FOR LABOR AND MATERIALS, COMPLIANCE WITH LAWS. 
The Company will promptly pay and discharge, and will cause each Subsidiary 
promptly to pay and discharge, all lawful taxes, assessments and governmental 
charges or levies imposed upon the Company or such Subsidiary, respectively, 
or upon or in respect of all or any part of the property or business of the 
Company or such Subsidiary, all trade accounts payable in accordance with 
usual and customary business terms, and all claims for work, labor or 
materials, which if unpaid might become a lien or charge upon any property of 
the Company or such Subsidiary; PROVIDED the Company or such Subsidiary shall 
not be required to pay any such tax, assessment, charge, levy, account 
payable or claim if (i) the validity, applicability or amount thereof is 
being contested in good faith by appropriate actions or proceedings which 
will prevent the forfeiture or sale of any property of the Company or such 
Subsidiary or any material interference with the use thereof by the Company 
or such Subsidiary, and (ii) the Company or such Subsidiary shall set aside 
on its books, reserves deemed by it to be adequate with respect thereto.

                                     -7-

<PAGE>

Super Food Services, Inc.                         Note Agreement



The Company will promptly comply and will cause each Subsidiary to comply 
with all laws, ordinances or governmental rules and regulations to which it 
is subject including, without limitation, the Occupational Safety and Health 
Act of 1970, the Employee Retirement Income Security Act of 1974 and all 
laws, ordinances, governmental rules and regulations relating to 
environmental protection in all applicable jurisdictions, the violation of 
which would materially and adversely affect the properties, business, 
prospects, profits or condition of the Company and its Subsidiaries or would 
result in any lien or charge upon any property of the Company or any 
Subsidiary.

          5.4.  MAINTENANCE OF PROPERTIES. The Company will maintain, 
preserve and keep, and will cause each Subsidiary to maintain, preserve and 
keep, its properties which are used or useful in the conduct of its business 
(whether owned in fee or a leasehold interest) in good repair and working 
order and from time to time will make all necessary repairs, replacements, 
renewals and additions so that at all times the efficiency thereof shall be 
maintained.

          5.5.  NATURE OF BUSINESS. The Company and its Subsidiaries are 
primarily engaged in the distribution of food products, health and beauty 
aids, general merchandise and non-food items. The Company and its 
Subsidiaries are also engaged from time to time in the operation of retail 
food stores, the distribution of institutional food service products and the 
manufacture and distribution of food products. Neither the Company nor any 
Subsidiary will engage in any business if, as a result, the general nature of 
the business, taken on a consolidated basis, which would then be engaged in 
by the Company and its Subsidiaries, would be substantially changed from the 
general nature of the business engaged in by the Company and its Subsidiaries 
on the date of this Agreement.

          5.6.  CONSOLIDATED TANGIBLE NET WORTH. The Company will at all 
times keep and maintain Consolidated Tangible Net Worth at an amount not less 
than the sum of (i) $70,000,000 PLUS (ii) 50% of Consolidated Net Income for 
each fiscal year beginning on or after August 25, 1990; PROVIDED that for the 
purposes of any determination under this Section 5.6, if Consolidated Net 
Income for any particular fiscal year is a deficit figure, then Consolidated 
Net Income shall, for that particular fiscal year, be deemed to be zero.

          5.7.  LIMITATIONS ON INDEBTEDNESS.

          (a) The Company will not, and will not permit any Subsidiary to 
create, assume or incur or in any manner be or become liable in respect of 
any Funded Debt, except:

          (1) the Notes;

          (2) Funded Debt of the Company and its Subsidiaries outstanding on 
the date hereof and described in Annex B to Exhibit B hereto, and all 
extensions, renewals, refundings or replacements thereof, in each case, 
without increase in principal amount;

          (3) additional Funded Debt of the Company and its Subsidiaries, 
PROVIDED that at the time of the issuance thereof, and after giving effect 
thereto and to the application of the proceeds thereof, Consolidated Funded 
Debt shall not exceed 60% of Consolidated Total Capitalization; and

                                     -8-

<PAGE>

Super Food Services, Inc.                         Note Agreement



          (4) Funded Debt of the Company to a Subsidiary; and

          (5) Funded Debt of a Subsidiary to the Company or to another 
Subsidiary.

          (b) Any corporation which becomes a Subsidiary after the date 
hereof shall for all purposes of this Section 5.7 be deemed to have created, 
assumed or incurred at the time it becomes a Subsidiary all Funded Debt of 
such corporation existing immediately after it becomes a Subsidiary.

          5.8.  LIMITATION ON LIENS. The Company will not, and will not 
permit any Subsidiary to, create or incur, or suffer to be incurred or to 
exist, any mortgage, pledge, security interest, encumbrance, lien or charge 
of any kind on its or their property or assets, whether now owned or 
hereafter acquired, or upon any income or profits therefrom, or transfer any 
property for the purpose of subjecting the same to the payment of obligations 
in priority to the payment of its or their general creditors, or acquire or 
agree to acquire, or permit any Subsidiary to acquire, any property or assets 
upon conditional sales agreements or other title retention devices, expect:

          (a) liens for property taxes and assessments or governmental 
charges or levies and liens securing claims or demands of mechanics and 
materialmen, PROVIDED that payment thereof is not at the time required by 
Section 5.3;

          (b) liens of or resulting from any judgment or award, the time for 
the appeal or petition for rehearing of which shall  not have expired, or in 
respect of which the Company or a Subsidiary shall at any time in good faith 
be prosecuting an appeal or proceeding for a review and in respect of which a 
stay of execution pending such appeal or proceeding for review shall have 
been secured;

          (c) liens, charges, encumbrances and priority claims incidental to 
the conduct of business or the ownership of properties and assets (including 
warehousemen's and attorneys' liens and statutory landlords' liens) and 
deposits, pledges or liens to secure the performance of bids, tenders or 
trade contracts, or to secure statutory obligations, surety or appeal bonds 
or other liens of like general nature incurred in the ordinary course of 
business and not in connection with the borrowing of money, PROVIDED in each 
case, the obligation secured is not overdue or, if overdue, is being 
contested in good faith by appropriate actions or proceedings;

          (d) minor survey exceptions or minor encumbrances, easements or 
reservations, or rights of others for rights-of-way, utilities and other 
similar purposes, or zoning or other restrictions as to the use of real 
properties, which are necessary for the conduct of the activities of the 
Company and its Subsidiaries or which customarily exist on properties of 
corporations engaged in similar activities and similarly situated and which 
do not in any event materially impair their use in the operation of the 
business of the Company and its Subsidiaries;

          (e) mortgages, liens or security interests securing Indebtedness of 
a Subsidiary to the Company or to another Subsidiary;

                                     -9-
<PAGE>

         (f)  mortgages, liens, conditional sale contracts, security 
     interests or other arrangements for the retention of title (including 
     Capitalized Leases) existing on the date hereof, securing Funded Debt of 
     the Company or any Subsidiary outstanding on such date (including any 
     renewals, extensions or replacements thereof, PROVIDED, that there is no 
     increase in the aggregate principal amount of the Funded Debt secured 
     thereby and no additional property is secured);

         (g)  mortgages, liens, conditional sale contracts, security 
     interests or other arrangements for the retention of title (including 
     Capitalized Leases) incurred after the date hereof given to secure the 
     payment of the purchase price incurred in connection with the 
     acquisition of property useful and intended to be used in carrying on 
     the business of the Company or a Subsidiary, including liens existing on 
     such property at the time of acquisition thereof or at the time of 
     acquisition by the Company or a Subsidiary of any business entity then 
     owning such property, whether or not such existing liens were given to 
     secure the payment of the purchase price of the property to which they 
     attach so long as they were not incurred, extended or renewed in 
     contemplation of such acquisition, PROVIDED that (i) the lien or charge 
     shall attach solely to the property acquired or purchased, (ii) except 
     for liens existing on property at the time of acquisition thereof or of 
     any business entity then owning such property, the lien or charge shall 
     attach at the time of acquisition of such property or, if such property 
     is being constructed by the Company or a Subsidiary, within 150 days 
     after completion of construction, (iii) at the time of acquisition of 
     such property, the aggregate amount remaining unpaid on all Indebtedness 
     secured by liens on such property whether or not assumed by the Company 
     or a Subsidiary shall not exceed an amount equal to 100% of the lesser 
     of the total purchase price of fair market value at the time of 
     acquisition of such property (as determined in good faith by the Board 
     of Directors of the Company), and (iv) all such Indebtedness shall 
     consist of Funded Debt of the Company or any Subsidiary which shall have 
     been incurred within the limitations set forth in SECTION5.7(a)(3); and
     
         (h)  liens, in addition to the liens permitted by the preceding 
     clauses (a) through (g) hereof, securing Funded Debt of the Company or 
     any Subsidiary PROVIDED, that (i) all Funded Debt secured by such liens 
     shall not at any time exceed an amount equal to 20% of Consolidated 
     Tangible Net Worth and (ii) all such Funded Debt shall have been incurred 
     within the limitations set forth in SECTION5.7(a)(3).

         5.9.  MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.

         (a)  The Company will not, and will not permit any Subsidiary to (i) 
consolidate with or be a party to a merger with any other corporation or (ii) 
sell, transfer or otherwise dispose of all or any substantial part (as 
defined in paragraph (d) of this SECTION5.9) of assets of the Company and 
Subsidiaries, PROVIDED, HOWEVER that:

         (1)  any Subsidiary may merge or consolidate with or into (i) the 
     Company or any Subsidiary so long as in any merger or consolidation 
     involving the Company, the Company shall be the surviving or continuing 
     corporation or, if the Company is not the surviving or continuing 
     corporation, the surviving or continuing corporation shall expressly 
     assume in writing the obligations of the Company under this Agreement 
     and under the Notes and, at the time of such

                                      -10-

<PAGE>

     merger or consolidation, and after giving effect thereto, no Default or 
     Event of Default shall have occurred and be continuing of (ii) any other 
     corporation so long as (x) at the time of such merger or consolidation and 
     after giving effect thereto no Default or Event of Default shall have 
     occurred and be continuing and (y) if the surviving corporation shall not 
     be a Subsidiary, the assets of such Subsidiary do not constitute a 
     substantial part of the assets of the Company and its Subsidiaries; and 

         (2)  the Company may consolidate or merge with any other corporation 
     if the Company shall be the surviving or continuing corporation or, if 
     the Company is not the surviving or continuing corporation, the 
     surviving or continuing corporation shall expressly assume in writing 
     the obligations of the Company under this Agreement and under the Notes 
     and, at the time of such merger or consolidation and after giving effect 
     thereto, no Default or Event of Default shall have occurred and be 
     continuing; and

         (3)  any Subsidiary may sell, transfer or otherwise dispose of all 
     or any substantial part of its assets to the Company or any Subsidiary.

         (b)  The Company will not permit any Subsidiary to issue or sell any 
shares of stock of any class (including as "stock" for the purpose of this 
SECTION5.9, any warrants, rights or options to purchase or otherwise 
acquire stock or other Securities exchangeable for or convertible into stock) 
of such Subsidiary to any Person other than the Company or a Wholly-Owned 
Subsidiary, except (i) for the purpose of qualifying directors, or (ii) in 
satisfaction of the validly pre-existing preemptive rights of minority 
shareholders in connection with the simultaneous issuance of stock to the 
Company and/or a Subsidiary whereby the Company and/or such Subsidiary 
maintain their same proportionate interest in such subsidiary of (iii) sales 
of Minority Interests in Subsidiaries, but only if such Minority Interests
could then be sold without violation of any of the terms or provision of this 
Agreement, including without limitation, limitations on the sale of assets 
contained in SECTION5.9(a).

         (c)  The Company will not sell, transfer or otherwise dispose of any 
shares of stock in any Subsidiary (except to qualify directors), and will not 
permit any Subsidiary to sell, transfer or otherwise dispose of (except to 
the Company or a Subsidiary) any shares of stock of any other Subsidiary, 
unless:

         (1)  the Board of Directors of the Company shall have determined, as 
    evidenced by resolution thereof, that the retention of such stock is no 
    longer in the best interests of the Company;

         (2)  such stock is sold, transferred or otherwise disposed of to a
    Person, for consideration and on terms reasonably deemed by the Board of 
    Directors to be adequate and satisfactory; and

         (3)  such sale or other disposition does not involve a substantial 
    part of the assets of the Company and its Subsidiaries.

         (d)  As used in this SECTION5.9, a sale, transfer or other 
disposition of assets shall be deemed to be or involve a "substantial part" 
of the assets of the Company and its Subsidiaries only if the book value of 
such assets (including Minority Interests issued or sold) when added to the 
book value of all other assets (including Minority Interests

                                      -11-

<PAGE>

issued or sold) sold, transferred or otherwise disposed of by the Company and 
its Subsidiaries (other than in the ordinary course of business and other 
than assets sold, transferred or disposed of to the Company or by a 
Subsidiary to another Subsidiary) during the same fiscal year, exceeds 10% of 
Consolidated Assets of the Company and its Subsidiaries determined as of the 
end of the immediately preceding fiscal quarter, PROVIDED, that any such 
sales or transfers shall be excluded from any determination hereunder if and 
to the extent that the proceeds thereof are applied within 6 months after 
such sale or transfer to the acquisition or construction of assets used and 
useful in the business of the Company and its Subsidiaries.

         (e)  Notwithstanding the restrictions set forth in SECTION5.9(b) 
and SECTION5.9(c), the Company and any Subsidiary may, at any time, issue 
and sell shares of stock of any Joint Venture to any Person if at the time of 
any such sale and after giving effect thereto, no Default or Event of Default 
shall have occurred or be continuing (other than a Default or Event of 
Default which would have occurred as a result of such sale in the absence of 
the provisions of this SECTION5.9(e)).

         5.10. GUARANTIES.  The Company will not and will not permit any 
Subsidiary to become or be liable in respect of any Guaranty except 
Guaranties of the Company or any Subsidiary which are limited in amount to 
stated maximum dollar exposure and either (i) are included in Consolidated 
Funded Debt or (ii) consist of Retail Guaranties.

         5.11.  REPURCHASE OF NOTES.  Neither the Company nor any Subsidiary 
or Affiliate, directly or indirectly, may repurchase or make any offer to 
repurchase any Notes unless the offer has been made to repurchase Notes, pro 
rata, from all holders of the Notes at the same time and upon the same terms. 
In case the Company repurchases any Notes, such Notes shall thereafter be 
cancelled and no Notes shall be issued in substitution therefor.

         5.12.  JOINT VENTURES.  (a) The Company may designate any Subsidiary 
or investment as a Joint Venture by notifying, in writing, each holder of the 
Notes that the chief financial officer of the Company has made such 
designation, PROVIDED, that no Subsidiary or investment may be designated as 
a Joint Venture under this SECTION5.12(a) unless, at the time of 
designation, no Default or Event of Default shall have occurred and be 
continuing (including any Default or Event of Default under SECTION5.12(b)) 
and any Subsidiary which is to be designated as a Joint Venture shall have no 
investment in the Company or any other Restricted Subsidiary.

         (b)  The Company shall not at any time permit the aggregate amount 
of assets of all Joint Ventures (determined in accordance with generally 
accepted accounting principles) to exceed an amount equal to $5,000,000.

         (c)  Once a Subsidiary or investment has been designated as a Joint 
Venture in accordance with SECTION5.12(a), such designation shall be 
irrevocable.

         5.13.  TRANSACTIONS WITH AFFILIATES.  The Company will not, and will 
not permit any Subsidiary to, enter into or be a party to any transaction or 
arrangement with any Affiliate (including, without limitation, the purchase 
from, sale to or exchange of property with, or the rendering of any service 
by or for, any Affiliate), except in the ordinary course of and pursuant to 
the reasonable requirements of the Company's or such Subsidiary's business 
and upon fair and reasonable terms no less favorable to the 

                                      -12-


<PAGE>

Super Food Services, Inc.                                         Note Agreement


Company or such Subsidiary than would obtain in a comparable arm's-length 
transaction with a Person other than an Affiliate.

        5.14.  TERMINATION OF PENSION PLANS.  The Company will not and will not
permit any Subsidiary to permit any employee benefit plan maintained by it to
be terminated in a manner which could result in the imposition of a lien on
any property of the Company or any subsidiary pursuant to Section 4068 of
the Employee Retirement Income Security Act of 1974, as amended.

        5.15.  REPORTS AND RIGHTS OF INSPECTION.  The Company will keep, and 
will cause each Subsidiary to keep, proper books of record and account in which
full and correct entries will be made of all dealings or transactions of or
in relation to the business and affairs of the Company or such Subsidiary, in
accordance with generally accepted principles of accounting consistently
maintained (except for changes disclosed in the financial statements
furnished to you pursuant to this Section 5.15 and concurred in by the
independent public accountants referred to in Section 5.15(b) hereof), and
will furnish to you so long as you are the holder of any Note and to each
other institutional holder of the then outstanding Notes (in duplicate if so
specified below or otherwise requested):

        (a)    QUARTERLY STATEMENTS.  As soon as available and in any event 
   within 60 days after the end of each quarterly fiscal period (except the 
   last) of each fiscal year, duplicate copies of:

                (1)  consolidated and consolidating balance sheets of the
        Company and its Subsidiaries as of the close of such quarter setting
        forth in comparative form the consolidated figures for the end of the
        preceding fiscal year,

                (2)  consolidated and consolidating statements of income and
        retained earnings of the company and its Subsidiaries for such quarterly
        period, setting forth in comparative form the consolidated figures for
        the corresponding period of the preceding fiscal year, and

                (3)  consolidated and consolidating statements of cash flows of
        the Company and its Subsidiaries for the portion of the fiscal year
        ending with such quarter, setting forth in comparative form the 
        consolidated figures for the corresponding period of the preceding
        fiscal year,

   all in reasonable detail and certified as complete and correct, by an 
   authorized financial officer of the Company;

        (b)    ANNUAL STATEMENTS.  As soon as available and in any event within
   120 days after the close of each fiscal year of the Company, duplicate copies
   of:

                (1)  consolidated and consolidating balance sheets of the
        Company and its Subsidiaries as of the close of such fiscal year, and

                (2)  consolidated and consolidating statements of income and
        retained earnings and cash flows of the Company and its Subsidiaries
        for such fiscal year,

                                      -13-


<PAGE>


Super Foods Services, Inc.                                        Note Agreement


     in each case setting forth in comparative form the consolidated figures for
     the preceding fiscal year, all in reasonable detail and accompanied by a
     report thereon of a firm of independent public accountants of recognized
     national standing selected by the Company to the effect that the 
     consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles and present fairly, in all
     material respects, the financial condition of the Company and its
     Subsidiaries and that the examination of such accountants in connection
     with such financial statements has been made in accordance with generally
     accepted auditing standards and accordingly includes such tests of the
     accounting records and such other auditing procedures as were considered
     necessary in the circumstances;

          (c)  AUDIT REPORTS.  Promptly upon receipt thereof, one copy of each
     interim or special audit made by independent accountants of the books of
     the Company or any Subsidiary;

          (d)  SEC AND OTHER REPORTS.  Promptly upon their becoming available,
     one copy of each financial statement, report, notice or proxy statement
     sent by the Company to stockholders generally and of each regular or
     periodic report, and any registration statement or prospectus filed by the
     Company or any Subsidiary with any securities exchange or the Securities
     and Exchange Commission or any successor agency, and copies of any orders
     in any proceedings to which the Company or any of its Subsidiaries is a
     party, issued by any governmental agency, Federal or state, having
     jurisdiction over the Company or any of its Subsidiaries;

          (e)  REQUESTED INFORMATION.  Wish reasonable promptness, such other
     data and information as you or any such institutional holder may reasonably
     request;

          (f)  OFFICER'S CERTIFICATES.  Within the periods provided in
      paragraphs (9a) and (b) above, a certificate of an authorized financial
      officer of the Company stating that such officer has reviewed the
      provisions of the Agreement and setting forth:  (i) the information and
      computations (in sufficient detail) required in order to establish whether
      the Company was in compliance with the requirements of Section 5.6
      through Section 5.14, inclusive, at the end of the period covered by the
      financial statements then being furnished, and (ii) whether there existed
      as of the date of such financial statements and whether, to the best of
      such officer's knowledge, there exists on the date of the certificate or
      existed at any time during the period covered by such financial statements
      any Default or Event of Default and, if any such condition or event exists
      on the date of the certificate, specifying the nature and period of
      existence thereof and the action the Company is taking and proposes to
      take with respect thereto; and

          (g)  ACCOUNTANT'S CERTIFICATES.  Within the period provided in
      paragraph (b) above, a certificate of the accountants who render an
      opinion with respect to such financial statements, stating that they have
      reviewed this Agreement and stating further whether, in making their 
      audit, such accountants have become aware of any Default or Event of 
      Default under any of the terms or provisions of this agreement insofar as
      any such terms or provisions pertain to or involve accounting matters or
      determinations, and if any such condition or event then exists, specifying
      the nature and period of existence thereof.

                                      -14-


<PAGE>


Super Food Services, Inc.                                         Note Agreement


Without limiting the foregoing, the Company will permit you, so long as you
are the holder of any Note, and each institutional holder of the then
outstanding Notes (or such Persons as either you or such holder may
designate), to visit and inspect, under the Company's guidance, any of the
properties of the Company or any subsidiary, to examine all their books of
account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts
with their respective officers, employees, and independent public accountants
(and by this provision the Company authorizes said accountants to discuss
with you the finances and affairs of the Company and its Subsidiaries) all at
such reasonable times and as often as may be reasonably requested. The
Company shall not be required to pay or reimburse you or any such holder for
expenses which you or any such holder may incur in connection with any such
visitation or inspection.

SECTION 6. EVENTS OF DEFAULT AND REMEDIES THEREFOR.

        6.1.   EVENTS OF DEFAULT.  Any one of more of the following shall
constitute an "Event of Default" as the term is used herein:

        (a)    Default shall occur in the payment of interest on any Note when
   the same shall have become due and payable and such default shall have
   continued for five business Days; or

        (b)    Default shall occur in the making of any payment of principal on
   any Note or premium, if any, thereon at the expressed, or any accelerated, 
   maturity date or at any date fixed for prepayment; or

        (c)    Default shall be made in the payment of the principal of or
   interest on any Material Indebtedness, as and when the same shall become due
   and payable by the lapse of time, by declaration, by call for redemption or
   otherwise, and such default shall continue beyond the period of grace, if 
   any, allowed with respect thereto; or

        (d)    Any holder or holders of any Material Indebtedness shall demand
   payment of all or any portion or the principal amount of such Material
   Indebtedness at any time prior to the scheduled installment payments thereof,
   if any, or expressed maturity thereof, pursuant to the exercise by such
   holder or holders of any right of acceleration, right to "put" or other
   similar rights; or

        (e)    Default shall occur in the observance or performance of any
   covenant, agreement or other provision of this Agreement which is not
   remedied within 30 days after written notice thereof to the Company by the
   holder of any Note; or

        (f)    Any representation or warranty made by the Company herein, or
   made by the Company in any statement or certificate furnished by the Company
   in connection with the consummation of the issuance and delivery of the Notes
   or furnished by the Company pursuant hereto, is untrue in any material
   respect as of the date of the issuance or making thereof; or

                                      -15-
<PAGE>
Super Food Services, Inc.                                        Note Agreement

         (g)  The Company or any Subsidiary becomes insolvent or bankrupt, is 
    generally not paying its debts as they become due or makes an assignment  
    for the benefit of creditors, or the Company or any Subsidiary applies    
    for or consents to the appointment of a custodian, trustee or receiver    
    for the Company or such Subsidiary or for the major part of the property  
    of either; or

         (h)  A custodian, trustee or receiver is appointed for the Company 
    or any Subsidiary or for the major part of the property of either and is 
    not discharged within 30 days after such appointment; or

         (i)  Final judgement or judgments for the payment of money 
    aggregating in excess of $5,000,000 is or are outstanding against the 
    Company or any Subsidiary or against any property or assets of either and 
    any one of such judgements has remained unpaid, unvacated, unbonded or 
    unstayed by appeal or otherwise for a period of 30 days from the date of 
    its entry; or

         (j)  Bankruptcy, reorganization, arrangement or insolvency 
    proceedings, or other proceedings for relief under any bankruptcy or similar
    law or laws for the relief of debtors, are instituted by or against the 
    Company or any Subsidiary and, if instituted against the Company or any 
    Subsidiary, are consented to or are not dismissed within 60 days after such 
    institution.

         6.2.  NOTICE TO HOLDERS.  When any Event of Default described in the 
foregoing SECTION 6.1 has occurred, or if the holder of any Note or of any 
other evidence of Indebtedness of the Company gives any notice or takes any 
other action with respect to a claimed default, the Company agrees to give 
notice within three business days of such event to all holders of the Notes 
then outstanding, such notice to be in writing and sent by registered mail, 
certified mail, telegram or overnight courier.

         6.3.  ACCELERATION OF MATURITIES.  When any Event of Default 
described in paragraph (a) or (b) of SECTION 6.1 has happened and is 
continuing, any holder of any Note may, and when any Event of Default 
described in paragraphs (c) through (i), inclusive , of said SECTION 6.1 has 
happened and is continuing, the holder or holders of 51% or more of the 
principal amount of Notes at the time outstanding may, by notice in writing 
sent by registered or certified mail to the Company, declare the entire 
principal and all interest accrued on all Notes to be , and all Notes shall 
thereupon become, forthwith due and payable, without any presentment, demand, 
protest or other notice of any kind, all of which are hereby expressly 
waived. When any Event of Default described in paragraph (j) of SECTION 6.1 
has occurred, then all outstanding Notes shall immediately become due and 
payable without presentment, demand or notice of any kind. Upon the Notes 
becoming due and payable as a result of any Event of Default as aforesaid, 
the Company will forthwith pay to the holders of the Notes the entire 
principal and interest accrued on the Notes and, to the extent permitted by 
law, a premium in the amount of the amount which would be payable if the 
Company then had elected to prepay the Notes pursuant to SECTION 2.1 
determined as of the date of the declaration of acceleration. No course of 
dealing on the part of any Noteholder nor any delay or failure on the part of 
any Noteholder to exercise any right shall operate as a waive of such right 
or otherwise prejudice such holder's rights, powers and remedies. The Company 
further agrees, to the extent permitted by law, to pay to the holder or 
holders of the Notes all costs and expenses incurred by them in the 
collection of any Notes upon any default hereunder or thereon, including 
reasonable compensation to such holder's or holders' attorneys for all 
services rendered in connection therewith.

                                     -16-
<PAGE>

Super Food Services, Inc.                                        Note Agreement

         6.4.  RESCISSION OF ACCELERATION.  The provisions of SECTION 6.3 
are subject to the condition that if the principal of and accrued interest on 
all or any outstanding Notes have been declared immediately due and payable 
by reason of the occurrence of any Event of Default described in paragraphs 
(a) through (i), inclusive, of SECTION 6.1, the holders of 66-2/3% in 
aggregate principal amount of the Notes then outstanding may, by written 
instrument filed with the Company, rescind and annul such declaration and the 
consequences thereof, PROVIDED that at the time such declaration is annulled 
and rescinded:

         (a)  no judgment or decree has been entered for the payment of any 
    monies due pursuant to the Notes or this Agreement;

         (b)  all arrears of interest upon all the Notes and all other sums 
    payable under the Notes and under this Agreement (except any principal, 
    interest or premium on the Notes which has become due and payable solely by
    reason of such declaration under SECTION 6.3) shall have duly paid; and

         (c)  each and every other Default and Event of Default shall have 
    been made good, cured or waived pursuant to SECTION 7.1; 

and PROVIDED FURTHER, that no such rescission and annulment shall extend to 
or affect any subsequent Default or Event of Default or impair any right 
consequent thereto.


SECTION 7. AMENDMENTS, WAIVERS AND CONSENTS.

         7.1.  CONSENT REQUIRED.  Any term, covenant, agreement or condition 
of this Agreement may, with the consent of the Company, be amended or 
compliance therewith may be waived (either generally or in a particular 
instance and either retroactively or prospectively), if the Company shall 
have obtained the consent in writing of the holders of at least 66-2/3% in 
aggregate principal amount of outstanding Notes; PROVIDED that without the 
written consent of the holders of all of the Notes then outstanding, no such 
waiver, modification, alteration or amendment shall be effective (i) which 
will change the time of payment (including any prepayment required by 
SECTION 2.1) of the principal of or the interest on any Note or reduce the 
principal amount thereof or change the rate of interest theron, or (ii) which 
will change any of the provisions with respect to optional prepayments, or 
(iii) which will change the percentage of holders of the Notes required to 
consent to any such amendment, alteration or modification or any of the 
provisions of this SECTION 7.

         7.2.  SOLICITATION OF NOTEHOLDERS.  The Company will not solicit, 
request or negotiate for or with respect to any proposed waiver or amendment 
of any of the provisions of this Agreement or the Notes unless each holder of 
the Notes (irrespective of the amount of Notes then owned by it) shall be 
informed thereof by the Company and shall be afforded the opportunity of 
considering the same and shall be applied by the Company with sufficient 
information to enable it to make an informed decision with respect thereto. 
Executed or true and correct copies of any waiver or consent effected 
pursuant to the provisions of this SECTION 7.2 shall be delivered by the 
Company to each holder of outstanding Notes forthwith following the date on 
which the same shall have been executed and delivered by the holder or 
holders of the requisite percentage of outstanding Notes. The Company will 
not, directly or indirectly, pay or



                                     -17-
<PAGE>

Super Food Services, Inc.                                        Note Agreement

cause to be paid any remuneration, whether by way of supplemental or 
additional interest, fee or otherwise, to any holder of the Notes of any 
waiver or amendment of any of the terms and provisions of this Agreement 
unless such remuneration is concurrently paid, on the same terms, ratably to 
the holders of all of the Notes them outstanding.

         7.3.  EFFECT OF AMENDMENT OR WAIVER.  Any such amendment or waiver 
shall apply equally to all of the holders of the Notes and shall be binding 
upon them, upon each future holder of any Note and upon the Company, whether 
or not such Note shall have been marked to indicate such amendment or waiver. 
No such amendment or waiver shall extend to or affect any obligation not 
expressly amended or waiver or impair any right consequent thereon.


SECTION 8.  INTERPRETATION OF AGREEMENT; DEFINITIONS.

         8.1  DEFINITIONS.  Unless the context otherwise requires, the terms 
hereinafter set forth when used herein shall have the following meanings and 
the following definitions shall be equally applicable to both the singular 
and plural forms of any of the terms herein defined:

         "AFFILIATE" shall mean any Person (other than a Subsidiary) (i) 
which directly or indirectly through one or more intermediaries controls, or 
is controlled by, or is under common control with, the Company, (ii) which 
beneficially owns or holds 5% or more of any class of the Voting Stock of the 
Company or (iii) 5% or more of the Voting Stock (or in the case of a Person 
which is not a corporation, 5% or more of the equity interest) of which is 
beneficially owned or held by the Company or a Subsidiary. The term "CONTROL" 
means the possession, directly or indirectly, of the power to direct or cause 
the direction of the management and policies of a Person, whether through the 
ownership of Voting Stock, by contrast or otherwise.

         "BUSINESS DAY" shall mean any day of the week (excluding Saturday or 
Sunday) on which bank in New York, New York are not obligated by law to close.

         "CAPITALIZED LEASE" shall mean any lease the obligation for Rentals 
with respect to which is required to be capitalized on a balance sheet of the 
lessee in accordance with generally accepted accounting principles.

         "CAPITALIZED RENTALS" shall mean as of the date of any determination 
the amount at which the aggregate Rentals due and to become due under all 
Capitalized Leases under which the Company or any Subsidiary is a lessee 
would be reflected as a liability on a consolidated balance sheet of the 
Company and its Subsidiaries.

         "CONSOLIDATED ASSETS" shall mean as of the date of determination 
thereof, all assets of the Company and its Subsidiaries determined to a 
consolidated basis in accordance with generally accepted accounting 
principles excluding Intangible Assets and assets consisting of the 
investment of the Company or any Subsidiary in any Joint Venture.

         "CONSOLIDATED CURRENT ASSETS" and "CONSOLIDATED CURRENT LIABILITIES" 
shall mean assets and liabilities of the Company and its Restricted 
Subsidiaries on a consolidated basis as shall be determined in accordance 
with generally accepted accounting principles to constitute current assets 
and current liabilities, respectively.




                                     -18-
<PAGE>
Super Food Services, Inc.                                       Note Agreement


         "CONSOLIDATED NET INCOME" for any period shall mean the gross 
revenues of the Company and its Subsidiaries for such period LESS all 
expenses and other proper charges (including taxes on income), determined on 
a consolidated basis in accordance with generally accepted accounting 
principles consistently applied and after eliminating earnings or losses 
attributable to outstanding Minority Interests, but excluding in any event:

         (a)  any extraordinary gains or losses;

         (b)  net earnings and losses of any Subsidiary accrued prior to the 
     date it became a Subsidiary;

         (c)  net earnings and losses of any corporation (other than a 
     Subsidiary), substantially all the assets of which have been acquired in 
     any manner, realized by such other corporation prior to the date of such 
     acquisition;

         (d)  net earnings and losses of any corporation (other than a 
     Subsidiary) with which the Company or a Subsidiary shall have consolidated 
     or which shall have merged into or with the Company or a Subsidiary prior 
     to the date of such consolidation or merger;

         (e)  net earnings of any business entity (other than a Subsidiary) 
     in which the Company or any Subsidiary has an ownership interest unless 
     such net earnings shall have actually been received by the Company or such 
     Subsidiary in the form of cash distributions;

         (f)  any portion of the net earnings of any Subsidiary which for any 
     reason is unavailable for payment of dividends to the Company or any other 
     Subsidiary;

         (g)  earnings resulting from any reappraisal, revaluation or 
     write-up of assets;

         (h)  any deferred or other credit representing any excess of the 
     equity in any Subsidiary at the date of acquisition thereof over the 
     amount invested in such Subsidiary; and

         (i)  any gain arising from the acquisition of any Securities of the 
     Company or any Subsidiary; and

         "CONSOLIDATED TANGIBLE NET WORTH" shall mean, as of the date of any 
determination thereof, the sum of (i) shareholders' equity PLUS (ii) 
preferred stock PLUS (iii) Minority Interests (all as indicated on the most 
recent quarterly or annual balance sheet of the Company and its Subsidiaries) 
MINUS (a) Intangible Assets and (b) the value of the investment of the 
Company and its Subsidiaries in Joint Ventures, all determined in accordance 
with generally accepted accounting principles consolidating the Company and 
its Subsidiaries.

         "CONSOLIDATED TOTAL CAPITALIZATION" shall mean, as of the date of 
any determination thereof, the sum of (i) Consolidated Funded Debt and (ii) 
Consolidated Tangible Net Worth.

                                      -19-
<PAGE>
Super Food Services, Inc.                                       Note Agreement


         "CONSOLIDATED WORKING CAPITAL" shall mean, as of the date of any 
determination thereof, the total amount of all Current Assets of the Company 
and its Subsidiaries minus the Current Liabilities of the Company and its 
Subsidiaries, all determined in accordance of generally accepted accounting 
principles.

         "DEBT" shall mean, as of the date of any determination thereof;

            (i)  Indebtedness for borrowed money;

           (ii)  Indebtedness representing the deferred purchase price of 
      property, but excluding accounts payable and accrued liabilities arising 
      in, and on terms customary in, the ordinary course of the business of the 
      Company and its Subsidiaries;

          (iii)  Indebtedness which is evidenced by acceptances, notes or 
      other instruments;

           (iv)  Capitalized Rentals;

            (v)  Reimbursement obligations under all letters of credit; and

           (vi)  Guaranties;

of the Company or any of its Subsidiaries.  Debt shall not include any 
unfunded obligations which the Company or any Subsidiary may have from time 
to time in respect of pension plans of the Company or any Subsidiary.

         "DEFAULT" shall mean any event or condition the occurrence of which 
would, with the lapse of time or the giving of notice, or both, constitute an 
Event of Default as defined in Section 6.1.

         "FUNDED DEBT" of any person shall mean (i) all Debt having a final 
maturity of one or more than one year from the date of origin thereof (or 
which is renewable or extendible at the option of the obligor for a period or 
periods more than one year from the date of origin), (ii) Revolving Credit 
Debt, (iii) all Capitalized Rentals, and (iv) all Guaranties of Funded Debt 
of others.  Funded Debt shall not include (i) Retail Guaranties in an 
aggregate amount not in excess of 5% of Concolidated working Capital and (ii) 
the so-called "current portion" of long term debt. "Concolidated" when used 
as a prefix to any Funded Debt shall mean the aggregate amount of all such 
Funded Debt of the Company and its Subsidiaries on a consolidated basis 
eliminating intercompany items.

         "GUARANTIES" by any person shall mean all obligations (other than 
endorsements in the ordinary course of business of negotiable instruments for 
deposit or collection) of such Person guaranteeing or in effect guaranteeing 
any Indebtedness, dividend or other obligation of any other Person (the 
"primary obligor") in any manner, whether directly or indirectly, including, 
without limitation, all obligations incurred through an agreement, contingent 
or otherwise, by such Person: (i) to purchase such Indebtedness or obligation 
or any property or assets constituting security therefor, (ii) to advance or 
supply funds (x) for the purchase or payment of such Indebtedness or

                                      -20-
<PAGE>
Super Food Services, Inc.                                       Note Agreement


obligation, (y) to maintain working capital or other balance sheet condition 
or otherwise to advance or make available funds for the purchase or payment 
of such Indebtedness or obligation, or (iii) to lease property or to purchase 
Securities or other property or services primarily for the purpose of 
assuring the owner of such Indebtedness or obligation of the ability of the 
primary obligor to make payment of the Indebtedness or obligation, or (iv) 
otherwise to assure the owner of the Indebtedness or obligation of the 
primary obligor against loss in respect thereof.  For the purposes of all 
computations made under this Agreement, a Guaranty in respect of any 
Indebtedness for borrowed money shall be deemed to be Indebtedness equal to 
the principal amount of such Indebtedness for borrowed money which has been 
guaranteed, and a Guaranty in respect of any other obligation or liability or 
any dividend shall be deemed to be Indebtedness equal to the maximum 
aggregate amount of such obligation, liability, or dividend.

         "INDEBTEDNESS" of any Person shall mean and include all obligations 
of such Person which in accordance with generally accepted accounting 
principles shall be classified upon a balance sheet of such Person as 
liabilities of such Person, and in any event shall include all (i) 
obligations of such Person for borrowed money or which has been incurred in 
connection with the acquisition of property or assets, (ii) obligations 
secured by any lien or other charge upon property or assets owned by such 
Person, even though such Person has not assumed or become liable for the 
payment of such obligations, (iii) obligations created or arising under any 
conditional sale or other title retention agreement with respect to property 
acquired by such Person, notwithstanding the fact that the rights and 
remedies of the seller, lender or lessor under such agreement in the event of 
default are limited to repossession or sale of property, and (iv) Capitalized 
Rentals under any Capitalized Lease. For the purpose of computing the 
"Indebtedness" of any Person, there shall be excluded any particular 
Indebtedness to the extent that, upon or prior to the maturity thereof, there 
shall have been deposited with the proper depositary in trust the necessary 
funds (or evidence of such Indebtedness, if permitted by the instrument 
creating such Indebtedness) for the payment, redemption, or satisfaction of 
such Indebtedness; and thereafter such funds and evidences of Indebtedness so 
deposited shall not be included in any computation of the assets of such 
Person.

         "INTANGIBLE ASSETS" shall mean as of the date of any determination 
thereof, the total amount of all assets of the Company and it Subsidiaries 
consisting of goodwill, patents, trade names, trademarks, copyrights, 
franchises, experimental expense, organization expense, unamortized debt 
discount and expense, deferred assets other than prepaid insurance, workers 
compensation insurance and prepaid taxes, the excess of cost of shares acquired 
over book value of related assets and such other assets as are properly 
classified as "intangible assets" in accordance with generally acceptable 
accounting principles.

         "JOINT VENTURES" shall mean any Subsidiary or other investments of 
the Company or any Subsidiary which has been designated as a Joint Venture by 
the Company's chief financial officer in accordance with the provisions of 
Section 5.12(a) hereof, it being agreed that any Subsidiary shall no longer 
be deemed to be a Subsidiary for the purposes of this Agreement after it has 
been properly designated as a Joint Venture.

         "MATERIAL INDEBTEDNESS" shall mean at any time one or more 
obligations of the Company or any Subsidiaries for borrowed money or in 
respect of interest rate

                                      -21-



<PAGE>

Super Food Services, Inc.
                                                                  Note Agreement


swaps, interest rate exchange agreements, currency swaps or currency exchange 
agreements (however denominated) which individually or in the aggregate have, 
or relate to, an unpaid principal amount of more than $5,000,000.

            "MINORITY INTERESTS" shall mean any shares of stock of any class 
of a Subsidiary (other than directors' qualifying shares as required by law) 
that are not owned by the Company and/or one or more of its Subsidiaries.  
Minority Interests shall be valued by valuing Minority Interests constituting 
preferred stock at the voluntary or involuntary liquidating value of such 
preferred stock, whichever is greater, and by valuing Minority Interests 
constituting common stock at the book value of capital and surplus applicable 
thereto adjusted, if necessary, to reflect any changes from the book value of 
such common stock required by the foregoing method of valuing Minority 
Interests in preferred stock.

            "PERSON" shall mean an individual, partnership, corporation, 
trust or unincorporated organization, and a government or agency or political 
subdivision thereof.

            "RENTALS" shall mean and include all fixed rents (including as 
such all payments which the lessee is obligated to make to the lessor on 
termination of the lease or surrender of the property) payable by the Company 
or a Subsidiary, as lessee or sublessee under a lease of real or personal 
property, but shall be exclusive of any amounts required to be paid by the 
Company or a Subsidiary (whether or not designated as rents or additional 
rents) on account of maintenance, repairs, insurance, taxes and similar 
charges. Fixed rents under any so-called "percentage leases" shall be 
computed solely on the basis of the minimum rents, in any, required to be 
paid by the lessee regardless of sales volume or gross revenues.

            "RETAIL GUARANTIES" shall mean, as of the date of determination 
thereof, all Guaranties of the Company entered into in the ordinary course of 
business guaranteeing the obligations of any retail grocer that is a regular 
customer of the Company, which obligations of such retail grocer were 
incurred for valid business purposes.

            "REVOLVING CREDIT DEBT" shall mean any Indebtedness for borrowed 
money outstanding under a revolving credit or similar agreement the terms of 
which provide for borrowing money (including extensions and renewals thereof) 
for a period equal to or exceeding one year, notwithstanding that such 
Indebtedness for borrowed money may be payable on demand or within one year 
from the date of creation thereof. 

            "SECURITY" shall have the same meaning as in Section 2(1) of the 
Securities Act of 1933, as amended.

            The term "SUBSIDIARY" shall mean, as to any particular parent 
corporation, any corporation of which more than 50% (by number of votes) of 
the Voting Stock shall be owned by such parent corporation and/or one or more 
corporations which are themselves subsidiaries of such parent corporation. 
The term "SUBSIDIARY" shall mean a subsidiary of the Company.

                                      -22-

<PAGE>

Super Food Services, Inc.                                     Note Agreement

            "VOTING STOCK" shall mean Securities of any class or classes, the 
holders of which are ordinarily, in the absence of contingencies, entitled to 
elect a majority of the board of directors (or Persons performing similar 
functions).

            "WHOLLY-OWNED" when used in connection with any Subsidiary shall 
mean a Subsidiary of which all of the issued and outstanding shares of stock 
(except shares required as directors' qualifying shares) and all Indebtedness 
for borrowed money shall be owned by the Company and/or one or more of its 
Wholly-owned Subsidiaries.

            8.2.  ACCOUNTING PRINCIPLES.  Where the character or amount of any 
asset or liability or item of income or expense is required to be determined 
or any consolidation or other accounting computation is required to be made 
for the purposes of this Agreement, the same shall be done in accordance with 
generally accepted accounting principles, to the extent applicable, except 
where such principles are inconsistent with the requirements of the Agreement.

            8.3. DIRECTLY OR INDIRECTLY.  Where any provision in this 
Agreement refers to action to be taken by any Person, or which such Person is 
prohibited from taking, such provision shall be applicable whether the action 
in question is taken directly or indirectly by such Person.

SECTION 9. MISCELLANEOUS.

            9.1. REGISTERED NOTES.  The Company shall cause to be kept at its 
principal office a register for the registration and transfer of the Notes 
(hereinafter called the "Note Register"), and the Company will register or 
transfer or cause to be registered or transferred, as hereinafter provided 
and under such reasonable regulations as it may prescribe, any Note issued 
pursuant to this Agreement.

            At any time and from time to time the registered holder of any 
Note which has been duly registered as hereinabove provided may transfer such 
Note upon surrender thereof at the principal office of the Company duly 
endorsed or accompanied by a written instrument of transfer duly executed by 
the registered holder of such Note or its attorney duly authorized in writing.

            The Person in whose name any registered Note shall be registered 
shall be deemed and treated as the owner and holder thereof for all purposes 
of this Agreement.  Payment of or on account of the principal, premium, if 
any, and interest on any registered Note shall be made to or upon the written 
order of such registered holder.

            9.2.  EXCHANGE OF NOTES.  At any time and from time to time, upon 
not less than ten days' notice to that effect given by the holder of any Note 
initially delivered or of any Note substituted therefor pursuant to 
SECTION9.1, this SECTION9.2 or SECTION9.3, and, upon surrender of such Note 
at its office, the Company will deliver in exchange therefor, without expense 
to the holder, except as set forth below, Notes for the same aggregate 
principal amount as the then unpaid principal amount of the Note so 
surrendered, in the denomination of $100,000 or any amount in excess thereof 
as such holder shall specify, dated as of the date to which interest has been 
paid on the Note so

                                      -23- 

<PAGE>

Super Food Services, Inc.                                         Note Agreement

surrendered or, if such surrender is prior to the payment of any interest 
thereon, then dated as of the date of issue, payable to such Person or 
Persons, or order, as may be designated by such holder, and otherwise of the 
same form and tenor as the Notes so surrendered for exchange. The Company may 
require the payment of a sum sufficient to cover any stamp tax or 
governmental charge imposed upon such exchange or transfer.

            9.3. LOSS, THEFT, ETC. OF NOTES.  Upon receipt of evidence 
satisfactory to the Company of the loss, theft, mutilation or destruction of 
any Note, and in the case of any such loss, theft or destruction upon 
delivery of a bond of indemnity in such form and amount as shall be 
reasonably satisfactory to the Company, or in the event or such mutilation 
upon surrender and cancellation of the Note, the Company will make and 
deliver without expense to the holder thereof, a new Note, of like tenor, in 
lieu of such lost, stolen, destroyed or mutilated Note. If the Purchaser or 
any subsequent institutional holder is the owner of any such lost, stolen or 
destroyed Note, then the affidavit of an authorized officer of such owner, 
setting forth the fact of loss, theft or destruction and of its ownership of 
the Note at the time of such loss, theft or destruction shall be accepted as 
satisfactory evidence thereof and no further indemnity shall be required as a 
condition to the execution and delivery of a new Note other than the written 
agreement of such owner to indemnify the Company.

            9.4.  EXPENSES, STAMP TAX INDEMNITY.  Whether or not the 
transactions herein contemplated shall be consummated, the Company agrees to 
pay directly all of your out-of-pocket expenses in connection with the 
preparation, execution and delivery of this Agreement and the transactions 
contemplated hereby, including but not limited to the reasonable charges and 
disbursements of Chapman and Cutler, your special counsel, duplicating and 
printing costs and charges for shipping the Notes, adequately insured to you 
at your home office or at such other place as you may designate, and all such 
expenses relating to any amendment, waivers or consents pursuant to the 
provisions hereof, including, without limitation, and amendments, waivers or 
consents resulting from any work-out, restructuring or similar proceedings 
relating to the performance by the Company of its obligations under this 
Agreement and the Notes. The Company also agrees that it will pay and save 
you harmless against any and all liability with respect to stamp and other 
taxes, if any, which may be payable or which may be determined to be payable 
in connection with the execution and delivery of this Agreement or the Notes, 
whether or not any Notes are then outstanding. The Company agrees to protect 
and indemnify you against any liability for any and all brokerage fees and 
commissions payable or claimed to be payable to any Person in connection with 
the transactions contemplated by this Agreement.

            9.5. POWERS AND RIGHTS NOT WAIVED; REMEDIES CUMULATIVE.  No delay 
or failure on the part of the holder of any Note in the exercise of any power 
or right shall operate as a waiver thereof; nor shall any single or partial 
exercise of the same preclude any other or further exercise thereof, or the 
exercise of any other power or right, and the rights and remedies of the 
holder of any Note are cumulative to and are not exclusive of any rights or 
remedies any such holder would otherwise have, and no waiver or consent, 
given or extended pursuant to SECTION7 hereof, shall extend to or affect any 
obligation or right not expressly waived or consented to.

                                     -24-



<PAGE>

Super Food Services, Inc.                                        Note Agreement


         9.6.  NOTICES. All communications provided for hereunder shall be in 
writing and, if to you, delivered or mailed by registered mail, certified 
mail, or overnight air courier, in each case prepaid and addressed to you at 
your address appearing on Schedule I to this Agreement or such other address 
as you or the subsequent holder of any Note initially issued to you may 
designate to the Company in writing, and if to the Company, delivered or 
mailed by registered mail, certified mail or by overnight air courier, in 
each case prepaid and addressed to the Company at Kettering Box 2323, Dayton, 
Ohio 45429, Attention: Secretary, or to such other address as the Company may 
in writing designate to you or to a subsequent holder of the Note initially 
issued to you.

         9.7.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon 
the Company and its successors and assigns and shall inure to your benefit 
and to the benefit of your successors and assigns, including each successive 
holder or holders of any Notes.

         9.8.  SURVIVAL OF COVENANTS AND REPRESENTATIONS. All covenants, 
representations and warranties made by the Company herein and in any 
certificates delivered pursuant hereto, whether or not in connection with the 
Closing Date, shall survive the closing and the delivery of this Agreement 
and the Notes.

         9.9.  SEVERABILITY. Should any part of this Agreement for any reason 
be declared invalid, such decision shall not affect the validity of any 
remaining portion, which remaining portion shall remain in force and effect 
as if this Agreement had been executed with the invalid portion thereof 
eliminated and it is hereby declared the intention of the parties hereto 
that they would have executed the remaining portion of this Agreement without 
including therein any such part, parts, or portion which may, for any reason 
be hereafter declared invalid.

         9.10. GOVERNING LAW. This Agreement and the Notes issued and sold 
hereunder shall be governed by and construed in accordance with Ohio Law.

         9.11. CAPTIONS. The descriptive headings of the various Sections or 
parts of this Agreement are for convenience only and shall not affect the 
meaning or construction of any of the provisions hereof.


                                      -25-

<PAGE>

Super Food Services, Inc.                                        Note Agreement

         The execution hereof by you shall constitute a contract between us 
for the uses and purposes hereinabove set forth, and this Agreement may be 
executed in any number of counterparts, each executed counterpart 
constituting an original but all together only one agreement.

                                               SUPER FOOD SERVICES, INC.

                                               By 
                                                  -----------------------------
                                                  Its
                                                  

Accepted as of November 1, 1989.

                                               [VARIATION]


                                               By 
                                                  -----------------------------
                                                  Its



                                          -26-


<PAGE>

                                        SCHEDULE I


                                                     PRINCIPAL AMOUNT
NAMES AND ADDRESSEES                                   OF NOTES TO BE
  OF PURCHASERS                                         PURCHASED
-------------------                                  -----------------

NATIONWIDE LIFE INSURANCE COMPANY                     $20,500,000
One Nationwide Plaza
Columbus, Ohio 43216
Attention: Corporate Fixed-Income
               Securities



PAYMENTS

         ALL PAYMENTS on or in respect of the
         Notes to be BY BANK WIRE TRANSFER of
         Federal or other immediately available
         funds (identifying each payment as 
         Super Food Services, Inc. 9.20% Senior
         Notes Due 2000, principal or interest)
         to:

              AMERITRUST/TRUST No. 30352900
              FAO Nationwide Life Insurance
               Company
              ABA No. 41000687

NOTICES

         ALL NOTICES OF PAYMENT, on or in
         respect of the Notes and written
         confirmation of each such payment to:

              Nationwide Life Insurance Company
              One Nationwide Plaza
              Columbus, Ohio 43216
              Attention: Cash Division,
                       Money and Banking

         ALL NOTICES AND COMMUNICATIONS other
         than those in respect to payments to be
         addressed as first provided above.

NAME OF NOMINEE IN WHICH NOTES ARE TO BE ISSUED: None
<PAGE>
                                   
                                    SCHEDULE I
                                                               PRINCIPAL AMOUNT
NAME AND ADDRESS                                                OF NOTES TO BE
 OF PURCHASERS                                                    PURCHASED
-------------------                                          -------------------

EMPLOYERS LIFE INSURANCE                                          $ 3,000,000
 COMPANY OF WAUSAU
2000 Westwood Drive
Wausau, Wisconsin 54401
Attention: Investment Department

PAYMENTS

           ALL PAYMENTS on or in respect of the
           Notes to be BY BANK WIRE TRANSFER of
           Federal of other immediately available
           funds (identifying each payment as
           9.20% Senior Notes Due 2000 of Super Food
           Services, Inc., principal, premium or
           interest) to:

                   First Wisconsin National Bank
                   Milwaukee, Wisconsin

                   for credit to First Wisconsin Trust Company
                   (Account No. 112-950-027)
          
                   for further credit to Employers Life
                   Insurance Company of Wausau
                   Account No. 6600557511.

NOTICES
 
           ALL NOTICES AND COMMUNICATIONS, including notices
           with respect to payments and written confirmation
           of each such payment, to be addressed:

                   Employers Life Insurance Company
                    of Wausau
                   One Nationwide Plaza-33T
                   Columbus, Ohio 43216
                   Attention: Corporate-Fixed Income Securities

NAME OF NOMINEE IN WHICH NOTES ARE TO BE ISSUED: EMPL & Co.

<PAGE>

                                    SCHEDULE I

                                                              PRINCIPAL AMOUNT
NAME AND ADDRESS                                                OF NOTES TO BE
 OF PURCHASERS                                                    PURCHASED
-------------------                                          -------------------

WEST COAST LIFE INSURANCE COMPANY                                 $1,500,000
1275 Market Street
San Francisco, California 94103
Attention: Ms. Lina Cruz-Investments

PAYMENTS

               ALL PAYMENTS on or in respect of the
           Notes to be BY BANK WIRE TRANSFER of
           Federal or other immediately available
           funds (identifying each payment as Super 
           Food Services, Inc. 9.20% Senior Notes 
           Due 2000, principal, premium or interest) to:

                   Security Pacific National Bank
                   Los Angeles, California 90071
                   ABA # 122-0000-43

                   For the Account of West Coast
                    Life Insurance Company's
                   Account No. 811-161020

NOTICES

           ALL NOTICES AND COMMUNICATIONS with 
           respect to payments shall be sent to
           West Coast Life Insurance Company at
           the address first described above and 
           all other notices and written confirmation
           of each such payment, to be addressed:
   
                   West Coast Life Insurance Company
                   One Nationwide Plaza-33T
                   Columbus, Ohio 43216
                   Attention: Corporate-Fixed Income Securities

NAME OF NOMINEE IN WHICH NOTES ARE TO BE ISSUED: None

<PAGE>

                              SUPER FOOD SERVICES, INC.

                                  9.20% Senior Note

                                 Due January 10, 2000

NO. R-                                                     _____________,19___
$

           SUPER FOOD SERVICES, INC., a Delaware corporation (the "Company"), 
for value received, hereby promises to pay to


                                 or registered assigns,
                            on the tenth day of January, 2000
                                the principal amount of

                                                               DOLLARS($    )
and to pay interest (computed on the basis of a 360-day year of twelve 30-day 
months) on the principal amount from time to time remaining unpaid hereon at 
the rate of 9.20% per annum from the date hereof until maturity, payable 
quarterly on the tenth of each January, April, July and October in each 
year commencing April 10, 1990, and at maturity. The Company agrees to pay 
interest on overdue principal (including any overdue required or optional 
prepayment of principal) and premium, if any, and (to the extent legally 
enforceable) on any overdue installment of interest, at the rate of 10.20% 
per annum after maturity, whether by acceleration or otherwise, until paid. 
Both the principal hereof and interest hereon are payable at the principal 
office of the Company in Miamisburg, Ohio in coin or currency of the United 
States of America which at the time of payment shall be legal tender for the 
payment of public and private debts.

           This Note is one of the 9.20% Senior Notes of the Company in the 
aggregate principal amount of $25,000,000 issued or to be issued under and 
pursuant to the terms and provisions of separate and several Note Agreements 
each dated as of November 1, 1989, entered into by the Company with the 
original purchasers therein referred to and this Note and the holder hereof 
are entitled equally and ratably with the holders of all other Notes 
outstanding under the Note Agreements to all the benefits and security 
provided for thereby or referred to therein, to which Note Agreements 
reference is hereby made for the statement thereof.

<PAGE>

          This Note and the other Notes outstanding under the Note 
Agreements may be declared due prior to their expressed maturity 
dates and certain prepayments are required to be made thereon, all 
in the events, on the terms and in the manner and amounts as 
provided in the Note Agreements.

          The Notes ate not subject to prepayment or redemption at 
the option of the Company prior to their expressed maturity dates 
except on the terms and conditions and in the amounts with the 
premium, if any, set forth in Section 2 of the Note Agreements.

          This Note is registered on the books of the Company and 
is transferable only by surrender thereof at the principal office 
of the Company duly endorsed or accompanied by a written instrument 
of transfer duly executed by the registered holder of this Note or 
its attorney duly authorized in writing. Payment of or on account 
of principal, premium, if any, and interest on this Note shall be 
made only to or upon the order in writing of the registered holder.



                                     SUPER FOOD SERVICES, INC.



                                     By-----------------------
                                       Its

















                                     A-2

<PAGE>

                               SUPER FOOD SERVICES, INC.

                                 CLOSING CERTIFICATE



Nationwide Life Insurance Company
One Nationwide Plaza
Columbus, Ohio

Employers Life Insurance Company
 of Wausau
2000 West Wood Drive
Wausau, Wisconsin

West Coast Life Insurance Company
1275 Market Street
San Francisco, California

Gentlemen:

          This certificate is delivered to you in compliance with 
the requirements of the separate and several Note Agreements dated 
as of November 1, 1989 (the "AGREEMENTS"), entered into by the 
undersigned, Super Food Services, Inc., a Delaware corporation (the 
"COMPANY"), with each of you, and as an inducement to and as part 
of the consideration for your separate purchases on this date 
aggregating $25,000,000 principal amount of the 9.20% Senior Notes 
due January 10, 2000 (the "NOTES") of the Company pursuant to the 
Agreements. The terms which are capitalized herein shall have the 
same meanings as in the Agreements.

          The Company represents and warrants to each of you as 
follows:

            1.  SUBSIDIARIES AND JOINT VENTURES. Annex A attached 
hereto states the name of each of the Company's Subsidiaries and 
Joint Ventures, its jurisdiction of incorporation and the 
percentage of its Voting Stock owned by the Company and/or its 
Subsidiaries. The Company and each Subsidiary has good and 
marketable title to all of the shares it purports to own of the 
stock of each Subsidiary and each Joint Venture, free and clear in 
each case of any lien. All such shares have been duly issued and 
are fully paid and non-assessable.

            2.  CORPORATE ORGANIZATION AND AUTHORITY. The Company, 
and each Subsidiary.

            (a) is a corporation duly organized, validly existing 
and in good standing under the laws of its jurisdiction of 
incorporation;

            (b) has all requisite power and authority and all 
necessary licenses and permits to own and operate its properties 
and to carry on its business as now conducted and as presently 
proposed to be conducted; and

            (c) is duly licensed or qualified and is in good 
standing as a foreign corporation in each jurisdiction wherein the 
nature of the business transacted by it


                             EXHIBIT B
                        (to Note Agreement)

<PAGE>

    or the nature of the property owned or leased by it makes such 
    licensing or qualification necessary.

            3.  BUSINESS AND PROPERTY. You have heretofore been 
furnished with an Annual Report dated August 26, 1989 (the "1989 
REPORT") of the Company and its Subsidiaries prepared thereby which 
generally sets forth the business conducted and proposed to be 
conducted by the Company and its Subsidiaries and the principal 
properties of the Company and its Subsidiaries.

            4.  FINANCIAL STATEMENTS. (a) The consolidated balance sheets of 
the Company and its Subsidiaries as of the fiscal years ended August 31, 
1985, August 30, 1986, August 29, 1987, August 27, 1988 and August 26, 1989, 
and the statements of income and retained earnings and changes in financial 
position or cash flows for each of the fiscal years ended on said dates 
accompanied by a report thereon containing an opinion unqualified as to scope 
 limitations imposed by the Company and otherwise without qualification 
except as therein noted, by Arthur Andersen & Co., have been prepared in 
accordance with generally accepted accounting principles consistently applied 
except as therein noted, are correct and complete and present fairly the 
financial position of the Company and its Subsidiaries as of such dates and 
the results of their operations and changes in their financial position for 
such periods. The unaudited consolidated balance sheets of the Company 
and its Subsidiaries as of November 18, 1989, and the unaudited statements of 
income and retained earnings and cash flows for the three-month period ended 
on said date prepared by the Company have been prepared in accordance with 
generally accepted accounting principles consistently applied, are correct 
and complete and present fairly the financial position of the Company and its 
Subsidiaries as of said date and the results of their operations and cash 
flows for such period.

            (b) Since August 26, 1989, there has been no change in 
the condition, financial or otherwise, of the Company and its 
Subsidiaries as shown on the consolidated balance sheet as of such 
date except changes in the ordinary course of business, none of 
which individually or in the aggregate has been materially adverse.

            5.  INDEBTEDNESS. Annex B attached hereto correctly 
describes all Current Debt, Funded Debt, Capitalized Leases and 
Long-Term Leases of the Company and its Subsidiaries outstanding on 
November 18, 1989.

            6.  FULL DISCLOSURE. The financial statements referred 
to in paragraph 4 do not, nor does the 1989 Report or any other 
written statement furnished by the Company to you in connection 
with the negotiation of the sale of the Note (including the 1989 
Report), contain any untrue statement of a material fact or omit a 
material fact necessary to make the statements contained therein or 
herein not misleading. There is no fact peculiar to the Company or 
its Subsidiaries which the Company has not disclosed to you in 
writing which materially affects adversely nor, so far as the 
Company can now foresee, will materially affect adversely the 
properties, business, prospects, profits or condition (financial or 
otherwise) of the Company and its Subsidiaries.

            7.  PENDING LITIGATION. There are no proceedings 
pending or, to the knowledge of the Company, threatened against or 
affecting the Company or any Subsidiary in any court or before any 
governmental authority or arbitration board or tribunal which 
involve the possibility of materially and adversely affecting the 
properties, business, prospects, profits or condition (financial or 
otherwise) of the Company and its Subsidiaries. Neither the Company 
nor any Subsidiary is in default with respect to any order of any 
court or governmental authority or arbitration board or tribunal.


                                     B-2
<PAGE>

        8.     TITLE TO PROPERTIES.  The Company and each subsidiary has good
and marketable title in fee simple (or its equivalent under applicable law) to
all the real property and has good title to all the other property it purports
to own, including that reflected in the most recent balance sheet referred to
in paragraph 4, except as sold or otherwise disposed of in the ordinary course
of business and except for liens disclosed in notes to the financial statements
referred to in paragraph 4 hereof or otherwise permitted by the Agreements.

        9.     PATENTS AND TRADEMARKS.  The Company and each Subsidiary owns or
possesses all the patents, trademarks, trade names, service marks, copyright,
licenses and rights with respect to the foregoing necessary for the present and
planned future conduct of its business, without any known conflict with the
rights of others.

        10.    SALE IS LEGAL AND AUTHORIZED.  The sale of the Notes and
compliance by the Company with all of the provisions of the Agreements and the
Notes--

        (a)    are within the corporate powers of the Company and have been duly
    authorized by proper corporate action on the part of the Company; and

        (b)    will not violate any provisions of any law or any order of any
    court or governmental authority or agency and will not conflict with or
    result in any breach of any of the terms, conditions or provisions of, or
    constitute a default under the charter or By-laws of the Company or any
    indenture or other agreement or instrument to which the Company is a party
    or by which it may be bound or result in the imposition of any liens or
    encumbrances on any property of the Company.

        11.    NO DEFAULTS.  No Default or Event of Default as defined in the
Agreements has occurred and is continuing. The Company is not in default in the
payment of principal or interest on any Indebtedness for borrowed money and is
not in default under any instrument or instruments or agreements under and
subject to which any Indebtedness for borrowed money has been issued and no
event has occurred and is continuing under the provisions of any such instrument
or agreement which with the lapse of time or the giving of notice, or both,
would constitute an event of default thereunder.

        12.    GOVERNMENTAL CONSENT.  No approval, consent or withholding of
objection on the part of any regulatory body, state, Federal or local, is
necessary in connection with the execution and delivery by the Company of the
Agreements or the Notes or compliance by the company with any of the provisions
of the Agreements or the Notes.

        13.    TAXES.  All tax returns required to be filed by the Company or
any subsidiary in any jurisdiction have, in fact, been filed, and all taxes,
assessments, fees and other governmental charges upon the Company or any 
Subsidiary or upon any of their respective properties, income or franchises, 
which are shown to be due and payable in such returns have been paid. For all 
taxable years ending on or before August 27,1983, the Federal income tax
liability of the Company and its Subsidiaries has been satisfied and either 
the period of limitations on assessment of additional Federal income tax has 
expired or the Company and its subsidiaries have entered into an agreement 
with the Internal Revenue Service closing conclusively the total tax liability
for the taxable year. The Company does not know of any proposed additional
tax assessment against it for which adequate provision has not been made in its
accounts, and no material controversy in

                                       B-3


<PAGE>

respect of additional Federal or state income taxes is pending or to the
knowledge to the Company threatened. The provisions for taxes on the books of
the Company and each Subsidiary are adequate for all open years, and for its
current fiscal period.

        14.    USE OF PROCEEDS.  The net proceeds from the sale of the Notes
will be used to repay outstanding indebtedness, to provide additional working
capital and other corporate purposes. None of the transactions contemplated in
the Agreements (including, without limitation thereof, the use of proceeds from
the issuance of the notes) will violate or result in a violation of Section 7 of
the Securities Exchange Act of 1934, as amended, or any regulation issued
pursuant thereto, including, without limitation, Regulations G,T and X of the
Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.
Neither the Company nor any Subsidiary owns or intends to carry or purchase any
"margin stock" within the meaning of said Regulation G. None of the proceeds
from the sale of the Notes will be used to purchase, or refinance any borrowing,
the proceeds of which were used to purchase any "security" within the meaning of
the Securities Exchange Act of 1934, as amended.

        15.    PRIVATE OFFERING.  Neither the Company, directly or 
indirectly, nor any agent on its behalf has offered or will offer the Notes 
or any similar Security or has solicited or will solicit an offer to acquire 
the Notes or any similar Security from or has otherwise approached or 
negotiated or will approach or negotiate in respect of the Notes or any 
similar Security with any Person other than you and not more than two other 
institutional investors, each of whom was offered a portion of the Notes at 
private sale for investment. Neither the company, directly or indirectly, nor 
any agent on its behalf has offered or will offer the Notes or any similar 
Security or has solicited or will solicit an offer to acquire the Notes or 
any similar Security from any Person so as to bring the issuance and sale of 
the Notes within the provisions of Section 5 of the Securities Act of 1933, 
as amended.

        16.    EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974.  The
consummation of the transactions provided for in the agreement and compliance by
the Company with the provisions thereof and the Notes issued thereunder will not
involve any prohibited transaction within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA") or Section 4975 of the Internal Revenue 
Code of 1986, as amended. No "employee pension benefit plans", as defined in 
ERISA ("Plans"), maintained by the Company or any Person which is under common
control with the Company within the meaning of Section 4001(b) of ERISA nor does
the present value of all benefits vested under all Plans exceed, as of the last
annual valuation date, the value of the assets of the Plans allocable to such
vested benefits.

        17.    COMPLIANCE WITH LAW.  neither the Company nor any Subsidiary (a)
is in violation of any law, ordinance, franchise, governmental rule or
regulation to which it is subject; or (b) has failed to obtain any license,
permit, franchise or other governmental authorization necessary to the ownership
of its property or to the conduct of its business, which violation or failure to
obtain would materially adversely affect the business, prospects, profits,
properties or condition (financial or otherwise) of the company and its
Subsidiaries, taken as a whole, or the ability of the Company to perform its
obligations contained in the Agreements or the Notes.

        18.    COMPLIANCE WITH ENVIRONMENTAL LAWS.  The Company is not in
violation of any applicable Federal, state, or local laws, statutes, rules,
regulations or

                                       B-4


<PAGE>

ordinances relating to public health, safety or the environment, including,
without limitation, relating to releases, discharges, emissions or disposals
to air, water, land or ground water, to the withdrawal or use of ground
water, to the use, handling or disposal of polychlorinated biphenyls, asbestos
or urea formaldehyde, to the treatment, storage, disposal or management of
hazardous substances (including, without limitation, petroleum, crude oil or any
fraction thereof, or other hydrocarbons), pollutants or contaminants, to
exposure to toxic, hazardous or other controlled, prohibited or regulated
substances which violation could have a material adverse effect on the business,
prospects, profits, properties or condition (financial or otherwise) of the
Company and its Subsidiaries, taken as a whole. The Company does not know of any
liability or class of liability of the Company or any Subsidiary under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (42 U.S.C. Section 9601 ET SEQ.), or the Resource Conservation and
Recovery Act of 1976, as amended (42 U.S.C. Section 6901 ET SEQ.).

             Dated:  February 6, 1990

                                     SUPER FOOD SERVICES, INC.


                                     By_____________________________________
                                       Its    Vice Chairman of the Board,
                                              Secretary and General Counsel






























                                       B-5


<PAGE>



                     SUBSIDIARIES AND JOINT VENTURES OF THE COMPANY

<TABLE>
<CAPTION>

<S>                          <C>                  <C>
1. Subsidiaries:

        Name of              Jurisdiction of      Percentage of Voting Stock
       Subsidiary             Incorporation            Owned by Company
       ----------            ---------------      --------------------------

Gray Bear, Inc.                 Michigan                                100%    


2. Joint Ventures:

                                                  Percentage of Voting Stock
        Name of              Jurisdiction of          Owned by the Company
     Joint Venture            Incorporation            and any Subsidiary
     -------------           ---------------      --------------------------

Enon Supermarket, Inc.            Ohio                                   52%

Whitten Enterprises, Inc.         Ohio                                   67%

Monroeville Foods, Inc.           Ohio                                   59%

Bad Axe Food Store, Inc.        Michigan                               49.6%

</TABLE>

                                    ANNEX A
                           (to Closing Certificate)
<PAGE>

                         DESCRIPTION OF DEBT AND LEASES

<TABLE>
<CAPTION>

1.  Current Debt of the Company and its Subsidiaries outstanding on November 
    18, 1989 was as follows:


    <S>                                                                                 <C>
    Current Portion of Long Term Debt                                                   $1,140,000


    Current Maturities of Obligations Under                                             835,235 
     Capitalized Leases

    Notes Payable to Banks                                                              18,000,000
                                                                                        ----------
                                                                                        $19,976,235
                                                                                        ----------
                                                                                        ----------

</TABLE>

<TABLE>
<CAPTION>

2.  Funded Debt of the Company and its Subsidiaries outstanding on November 
    18, 1989 was as follows:

    (a) Notes, Bonds and other Securities:

    <S>                                   <C>                         <C>                    <C>
    Senior Notes 9.65%                    Teachers Insurance and Annuity                     $13,000,000
                                          Association of America

    Note Payable to Bank                  First National Bank         3,000,000 (1)
                                          of Louisville

    Revolving Credit                      Society Bank N.A.               5,000,000
     Agreement

    Revolving Credit                      Central Trust Bank N.A.         5,000,000
     Agreement

    Term Loan Agreement                   National Bank of Detroit   12,000,000 (2)

    Term Loan Agreement                   National Bank of Detroit          680,000

    Industrial Revenue                    Continental Illinois            5,600,000
     Bonds                                 National Bank                 ----------
                                                                         44,280,000
                                                                         ----------
                                                                         ----------

</TABLE>
                                    ANNEX B
                           (to Closing Certificate)
<PAGE>

<TABLE>

    (b) Guaranteed Obligations

    <S>                                                                   <C>
    Hyland Foods, Inc.                                                    $ 16,500

    Stanley Olszewski                                                      125,000

    Bush, Inc.                                                             100,000
                                                                          --------
                                                                         $ 241,500
                                                                          --------
                                                                          --------

</TABLE>

    (c) Capitalized Leases:

    Of the Company and its Subsidiaries outstanding at November 18, 1989.
    Includes the current portion of $835,235.

<TABLE>

    Real Property
    -------------------------------------
    <S>                                                                <C>
    5425 Dixie Highway, Bridgeport, Michigan                           $10,420,279
    8291 Chancellor Drive, Orlando, Florida                             10,441,480
    County Route 130, Bellefontaine, Ohio                                1,080,000



    Personal Property
    ------------------------------------

    Cessna Citation I Jet Airplane                                          38,008



    Retail Stores
    -----------------------------------

    All Stores (9)                                                       2,620,674
                                                                         ---------
                                                                       $24,600,441
                                                                       -----------
                                                                       -----------

</TABLE>
------------------------
(1) Short term note classified as long-term debt
(2) Paid since 11/18/89



                                    ANNEX B
                           (to Closing Certificate)


<PAGE>
<TABLE>
<CAPTION>
3.    Long-Term Leases of the Company and is Subsidiaries outstanding on November 18, 1989 were as follows:

      I.  Liens
      ---------
                                                                                                               Amount
      Designation                    Property Subject to Lien                   Lienholder                     of Lien
      ----------------------------------------------------------------------------------------------------------------
      <S>                     <C>                                           <C>                             <C>

      Real Property           County Route 130, Bellefontaine, OH           Logan County, OH                $5,600,000

      Personal Property       Hawker Siddeley HS-125 Jet Airplane           Fifth-Third Bank, N.A.              44,960

<CAPTION>

      II. Leases(1)
      ----------
                                                                                                              Annual
      Designation                    Property Subject to Lease                  Lessor                         Rent
      -----------------------------------------------------------------------------------------------------------------
      <S>                     <C>                                           <C>                             <C>

      Capital Leases
      --------------

      Real Property           5425 Dixie Highway, Bridgeport, MI           American Real Estate Holdings   $1,261,850
                                                                             Limited Partnership
      Real Property           8201 Chancellor Drive, Orlando, FL           Pacific Mutual Life Insurance    1,159,296
                                                                             Co.
      Real Property           County Route 130, Bellefontaine, OH          Logan County, OH                   247,375

      Operating Leases
      ----------------
 
      Real Property           555 E. Huron Ave., Vassar, MI                Sidney Starkman and Irving         101,424
                                                                             Rothbart
      Real Property           212 E. Columbus St., Bellefontaine, OH       Bellefontaine Investors             50,000
      Real Property           100 West Pineloch Avenue, Orlando, FL        Southwestern Warehousing Ltd.       58,740
      Real Property           2002 Directors Row, Orlando, FL              Northwestern Mutual Life           337,217
                                                                            Insurance Co.
      Real Property           6205 Centre Park Drive, Cincinnati, OH       Schumacher-Dugan Construction,       34,392
                                                                             Inc.
      Real Property           520 Nichols Avenue, Muncie, IN               Timothy J. Foley                     4,800
      Real Property           1322 Sander Circle, Indianapolis, IN         F.C. Tucker Company                  5,100


      (1)  The Company also leases 84 retail supermarket locations, most of which are subleased
      to its affiliated retail customers, which have been omitted from the above schedule.
      None of these individual retail subleases is material to the operations of the Company.

</TABLE>

                                                            ANNEX B
                                                   (to Closing Certificate)

<PAGE>
<TABLE>          
<CAPTION>
                                                                                                     Annual
Designation            Property Subject to Lease                        Lessor                        Rent
------------------------------------------------------------------------------------------------------------
<S>                    <C>                                      <C>                                  <C>  
Real Property          901 Henry Street Bellefontaine, OH       Discon Services, Inc.                246,252
Real Property          6000 Creek Road, Blue Ash, OH            Tricon Properties, Inc.              132,380
Real Property          Corunna Road, Flint, MI                  Lansing Wholesale Grocery Co.        122,699

Capital Leases
--------------
Personal Property      Cessna Citation I Jet Airplane           Bank One, Indianapolis, NA            97,730

Operating Leases
----------------
Personal Property      Highway Tractors, Bridgeport, MI         First Federal Savings and Loan       417,184
                                                                  Assoc.
Personal Property      Highway Tractors, Orlando, FL            Hertz-Penske Leasing, Inc.           269,100
Personal Property      Highway Tractors, Orlando, FL            Hertz-Penske Leasing, Inc.           372,600
Personal Property      Highway Tractors, Orlando, FL            Hertz-Penske Leasing, Inc.           248,400
Personal Property      Highway Tractors, Orlando, FL            Hertz-Penske Leasing, Inc.           248,400
Personal Property      Rapistan System(A), Bridgeport, MI       Security-Pacific Leasing Corp.       233,052
Personal Property      Rapistan System(B), Bridgeport, MI       Security-Pacific Leasing Corp.        74,520
Personal Property      Rapistan System(E), Bridgeport, MI       Security-Pacific Leasing Corp.        82,032
Personal Property      Automobiles                              Various                              357,954


</TABLE>



                                       ANNEX B
                            (to Closing Certificate)

<PAGE>
                   DESCRIPTION OF CLOSING OPINION OF SPECIAL COUNSEL

           The closing opinion of Chapman and Cutler, special counsel to the 
Purchasers, called for by -section-4.2 of the Note Agreement, shall be dated 
the Closing Date and addressed to the Purchasers, shall be satisfactory in 
form and substance to the Purchasers and shall be to the effect that:

            (1) The Company is a corporation, duly incorporated, legally 
       existing and in good standing under the laws of the State of Delaware, 
       has corporate power and authority and is duly authorized to enter into 
       and perform the Note Agreements and to issue the Notes and incur the 
       Indebtedness to be evidenced thereby;

            (2) The Note Agreements have been duly authorized, executed and 
       delivered by the Company and constitute the legal, valid and binding 
       contracts and agreements of the Company enforceable in accordance with 
       their terms, subject to applicable bankruptcy, insolvency or similar 
       laws affecting creditors' rights generally, and subject, as to 
       enforceability, to general principals of equity (regardless of whether 
       enforcement is sought in a proceeding in equity or at law);

            (3) The Notes have been duly authorized by proper corporate 
        action on the part of the Company, have been duly executed by 
        authorized officers of the Company and delivered and constitute the 
        legal, valid and binding obligations of the Company enforceable in 
        accordance with their terms, subject to applicable bankruptcy, 
        insolvency or similar laws affecting creditors' rights generally,
        and subject, as to enforceability, to general principles of equity
        (regardless of whether enforcement is sought in a proceeding in
        equity or at law);

            (4) No approval, consent or withholding of objection on the part 
        of, or filing, registration or qualification with, any Federal 
        governmental body is necessary in connection with the execution and 
        delivery of the Note Agreements or the Notes; and

            (5) The issuance, sale and delivery of the Notes under the 
        circumstances contemplated by the Note Agreements is an exempt 
        transaction under the Securities Act of 1933, as amended, and does 
        not under existing law require the registration of the Notes under 
        the Securities Act of 1933, as amended, or the qualification of an 
        indenture in respect thereof under the Trust Identure Act of 1939,
        as amended.
           
           The opinion of Chapman and Cutler shall also state that the 
opinion of John Demos, Vice Chairman of the Board, Secretary and General 
Counsel, is satisfactory in scope and form to Chapman and Cutler and that, in 
their opinion, the Purchasers are justified in relying thereon and shall 
cover such other matters relating to the sale of the Notes as the Purchasers 
may reasonably request. With respect to matters of fact upon which such 
opinion is based, Chapman and Cutler may rely on appropriate certificates of 
public officials and officers of the Company.

                                        EXHIBIT C
                                   (to Note Agreement)

<PAGE>

             DESCRIPTION OF CLOSING OPINION OF COUNSEL TO THE COMPANY

           The closing opinion of John Demos, Vice Chairman of the Board, 
SEcretary and General Counsel of the Company, which is called for by 
-section-4.2 of the Note Agreement, shall be dated the Closing Date and 
addressed to the Purchasers, shall be satisfactory in scope and form to the 
Purchasers and shall cover the matters referred to in paragraphs 1 through 5 
of Exhibit C (except that in the case of paragraph 4, said opinion shall also 
cover Ohio law) and shall also be to the effect that:

            (1) The Company has full power and authority and is duly 
       authorized to conduct the activities in which it is now engaged and is 
       duly licensed or qualified and is in good standing as a foreign 
       corporation in each jurisdiction in which the character of the 
       properties owned or leased by it or the nature of the business 
       transacted by it makes such licensing or qualification necessary;

            (2) Each Subsidiary is a corporation duly organized, legally 
       existing and in good standing under the laws of its jurisdiction of 
       incorporation and is duly licensed or qualified and is in good standing 
       in each jurisdiction in which the character of the properties owned or 
       leased by it or the nature of the business transacted by it makes such 
       licensing or qualification necessary and all of the issued and 
       outstanding shares of capital stock of each such Subsidiary have been
       duly issued, are fully paid and non-assessable and are owned by the 
       Company, by one or more Subsidiaries, or by the Company and one or 
       more Subsidiaries; and

            (3) The issuance and sale of the Notes and the execution, 
       delivery and performance by the Company of the Note Agreements do not 
       conflict with or result in any breach of any of the provisions of or 
       constitute a default under or result in the creation or imposition of 
       any lien or encumbrance upon any of the property of the Company 
       pursuant to the provisions of any charter document or By-laws of the 
       Company or any agreement or other instrument known to such counsel to 
       which the Company is a party or by which the Company may be bound.

           The opinion of John Demos, Vice Chairman of the Board, Secretary 
and General Counsel of the Company shall cover such other matters relating to 
the sale of the Notes as the Purchasers may reasonably request. With the 
respect to matters of fact on which such opinion is based, such counsel shall 
be entitled to rely on appropriate certificates of public officials and 
officers of the Company.