<PAGE>

                                                                    EXHIBIT 10.5







SUPPLY AND DISTRIBUTION AGREEMENT

BETWEEN

THE GRAND UNION COMPANY

AND

C&S WHOLESALE GROCERS, INC.





DATED AS OF JANUARY 2, 1996

     Portions of this Agreement have been omitted and filed seperately with the
Commission. Omitted portions have been replaced with the word CONFIDENTIAL.

     SUPPLY AND DISTRIBUTION AGREEMENT, dated as of January 2, 1996 (this
"Agreement"), between THE GRAND UNION COMPANY, a Delaware corporation ("Grand
Union"), and C&S WHOLESALE GROCERS, INC., a Vermont corporation ("C&S");

W I T N E S S E T H :

     WHEREAS, Grand Union operates supermarkets and food stores in the States of
Connecticut, New Hampshire, New Jersey, New York, Pennsylvania and Vermont, and
has grouped its stores into a "Northern Region" and a "New York Region"; and

     WHEREAS, C&S is a wholesale supplier of food products and other merchandise
sold in


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supermarkets and food stores; and

     WHEREAS, pursuant to the Supply and Distribution Agreement between Grand
Union and C&S dated June 15, 1995, and amended contemporaneously with execution
of this Agreement, C&S has agreed to supply the stores in Grand Union's Northern
Region; and

     WHEREAS, Grand Union and C&S desire to enter into an arrangement pursuant
to which C&S will supply merchandise to stores in Grand Union's New York Region;


     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, Grand Union and C&S hereby agree
as follows:

ARTICLE I

CERTAIN DEFINITIONS

     SECTION 1.01.  Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings:

     "Agreement" has the meaning specified in the preamble to this Agreement.

     "Base Price" has the meaning specified in Section 3.03.

     "Contract Year" means any consecutive twelve-month period during the Term
commencing on February 25 and ending the following February 24, the first such
Contract Year to commence February 25, 1996.

     "Delivery Schedules" means the store delivery schedules as mutually agreed
to by C&S and Grand Union from time to time.  The initial Delivery Schedules are
attached to this Agreement as Exhibit A.

     "Event of Force Majeure" means any event, circumstance or condition
described in any of clauses (a) through (e) below that is beyond the control of
C&S, and


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is not the result of negligence or failure of C&S to act with due care, and that
prevents C&S from performing, in whole or in part, its obligations under this
Agreement. The following occurrences shall be deemed to be Events of Force
Majeure: (a) Acts of God, fire, explosion, accident, flood, storm or other
natural phenomenon; (b) war (whether declared or undeclared); (c) national
defense requirements; (d) compliance with any law, rule, regulation or
governmental order that (x) becomes effective after the date hereof and (y) is
binding on C&S, and compliance therewith by C&S is not voluntary or optional;
and (e) producers or manufacturers establish industry-wide allocations or
restrictions on quantities of products available to C&S.

     "Event of Insolvency" means that, with respect to any Person, such Person
shall admit in writing its inability to pay its debts generally or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against such Person seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its
property and, in the case of any such proceeding instituted against it (but not
instituted by it), either such proceeding shall remain undismissed or unstayed
for a period of 60 days, or any of the actions sought in such proceeding
(including, without limitation, the entry of an order for relief against, or the
appointment of a receiver, trustee, custodian or other similar official for, it
or for any substantial part of its property) shall occur; or such Person shall
take any corporate action to authorize any of the actions set forth above in
this definition.

     "Forward Buy Reserve" has the meaning specified in Section 4.02.


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     "Grand Union Stores" shall mean (i) all existing Grand Union stores in the
New York Region as itemized on Exhibit B and (ii) all new Grand Union stores
operated in the New York Region.

     "Merchandise" means products in the following categories which are to be
sold by Grand Union through Grand Union Stores:  grocery, candy (full case),
meat and deli, produce, and all store supply items.  Commencing October 31,
1997, "Merchandise" includes products in the dairy category.  Commencing March
31, 2001, "Merchandise" also includes products in the frozen food category.
"Merchandise" shall not include health or beauty products, general merchandise,
cigarettes, baby food, light bulbs, select candy, spices, aerosol products, and
other merchandise supplied through Grand Union's Montgomery, New York facility,
unless C&S and Grand Union mutually agree to change the source of these items
currently supplied from Grand Union's Montgomery, New York Facility.

     "New York Region" means the States of Connecticut, Pennsylvania, New Jersey
and New York State south of Wappingers Falls.

     "Northern Region Agreement" means the Supply and Distribution Agreement
between Grand Union and C&S dated June 15, 1995, as amended from time to time.


     "Person" means any individual, partnership, firm, corporation, association,
trust, unincorporated organization or other entity or any government or
governmental authority or agency.

     "Service Level" means at any time a percentage reflecting the ratio of (i)
the number of cases of Merchandise actually delivered by C&S to Grand Union
Stores within the delivery periods required hereunder to (ii) the total number
of cases of such Merchandise ordered by


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Grand Union for delivery by C&S during such delivery periods, less unauthorized
Merchandise and manufacturers' out-of-stock Merchandise.

     "Term" has the meaning specified in Section 2.02.

ARTICLE II

SCOPE OF AGREEMENT; TERM

          SECTION 2.01.  Agreement.


                                             [CONFIDENTIAL]



          SECTION 2.02.  Term.

               (a)  Implementation will begin on January 2, 1996, and the term
of this Agreement (the "Term") will be [CONFIDENTIAL], beginning February 25,
1996; provided, however, that if the Term has not been extended by written
agreement entered into [CONFIDENTIAL], the Term shall be extended, without any
action of the parties hereto, for an additional Contract Year, to expire
[CONFIDENTIAL].

               (b)  C&S has the right, which may be exercised by giving notice
to Grand Union at any time [CONFIDENTIAL], to extend the Term for two additional
Contract Years so that the Term is extended to [CONFIDENTIAL]. Grand Union shall
also have the right, which may be exercised by giving notice to C&S at any time
[CONFIDENTIAL], to extend the Term for two additional Contract Years so that
the Term is extended to [CONFIDENTIAL].


               (c)  Notwithstanding the foregoing provisions, if the date on
which Grand Union commences purchasing substantially all of its requirements of
Merchandise



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from C&S occurs after February 25, 1996, the Term will commence on the first
Sunday after such date, and the other dates provided for in this Section 2.02
will be adjusted accordingly.

ARTICLE III

PURCHASE, SALE AND DISTRIBUTION

          SECTION 3.01.  Agreement.

                                             [CONFIDENTIAL]


          SECTION 3.02.  Delivery.  All Merchandise ordered by Grand Union
hereunder shall be delivered by C&S F.O.B. destination to the applicable Grand
Union Store dock in accordance with the Delivery Schedules, and title to, and
risk of loss with respect to, such Merchandise shall remain with C&S until such
delivery. C&S will be in breach of this Agreement if for any reason, other than
a material default by Grand Union under this Agreement, picketing or other labor
disputes at Grand Union Stores or an Event of Force Majeure, C&S fails, during
any period of two consecutive weeks, to deliver [CONFIDENTIAL] scheduled
deliveries within the delivery windows as provide for in the Delivery Schedules.
If Grand Union believes that a breach has occurred, Grand Union shall give
notice to C&S and C&S shall use its best efforts to immediately restore the
delivery service. If the on-time delivery level is not immediately restored, C&S
and Grand Union agree to meet to seek to resolve the issue, PROVIDED that Grand
Union's rights and remedies hereunder shall remain in effect if such issue is
not resolved.

          SECTION 3.03.  Base Price.



                                             [CONFIDENTIAL]


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          SECTION 3.04.  Other Pricing Provisions.




                                             [CONFIDENTIAL]















          SECTION 3.05.  Payments.




                         [CONFIDENTIAL]





          SECTION 3.06.  Service Level.



                         [CONFIDENTIAL]



ARTICLE IV

FEES; OTHER PAYMENTS








                              [CONFIDENTIAL]

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ARTICLE V

CERTAIN COVENANTS

          SECTION 5.01.  Information.  C&S agrees to provide Grand Union with
such information as Grand Union may reasonably request from time to time in
order to monitor compliance by C&S with the provisions of, and to carry out the
transactions contemplated by, this Agreement.  C&S further agrees that Grand
Union will be allowed to conduct, twice during any twelve-month period, in-depth
audits of [CONFIDENTIAL].  Such audits will be conducted by no more than two
auditors, and Grand Union will use its best efforts to complete each such audit
within a one-week period.  C&S shall cooperate with Grand Union and its
representatives in connection with any such audit.

          SECTION 5.02.  Reclamation.  [CONFIDENTIAL].


          SECTION 5.03.  Quality Control.

          (a) C&S will provide to Grand Union certain products, [CONFIDENTIAL],
in accordance with the standards set forth in Grand Union's Product
Specification Manual (the "Standards Manual"), a copy of which has been provided
to C&S (such standards to include, without limitation, those relating to
temperature controls, sanitation standards, storage controls, date code reviews
and packaging inspection). All dairy merchandise to be shipped to Grand Union
will be received at store level with a minimum shelf life stipulated in Grand
Union's receiving specifications as set forth in the Standards Manual.


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          All standards and specifications referred to above, together with such
other reasonable and practicable standards and specifications of a nature
similar to and not more onerous to C&S than those referred to above, as may be
agreed to by Grand Union and C&S in writing from time to time, are referred to
herein as the "Standards."

          (b)  Grand Union shall not be required to accept Merchandise that does
not meet the Standards, and any such Merchandise shall be returned on the next
C&S delivery and Grand Union will be credited on the C&S billing statement.  If
Grand Union, in its sole judgment, determines that C&S is not in compliance with
the Standards, Grand Union will notify C&S in writing.  If C&S has not cured the
problem within 45 days of notification, Grand Union and C&S will meet to seek to
resolve the problem.  If the problem is not cured within 30 days after this
meeting, Grand Union will be entitled to use one or more secondary suppliers for
that category or department, until such time as C&S cures the problem.

          SECTION 5.04  Compliance with Law.  Each of Grand Union and C&S
covenants and agrees that in performing its obligations hereunder, it will
comply with all applicable laws, rules, regulations and orders and will have and
maintain all permits, licenses and authorizations necessary for the conduct of
its business and the performance of its obligations hereunder.

          SECTION 5.05.  Insurance.  C&S agrees that all material properties and
risks of C&S shall at all times be covered by valid and currently effective
insurance policies or binders of insurance or programs of self-insurance in such
types and amounts as are consistent with customary practices and standards of
C&S.  Grand Union agrees that all material properties and risks of Grand Union
shall at all times be covered by valid and currently effective insurance


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policies or binders of insurance or programs of self-insurance in such types and
amounts as are consistent with customary practices and standards of companies
engaged in businesses and operations similar to those of Grand Union.

          SECTION 5.06.  Certain Financial Information.  Grand Union shall
immediately give notice to C&S, in the form of a Certificate signed by Grand
Union's Chief Financial Officer, of any defaults occurring under either the
Credit Agreement between Grand Union and its lending institutions or the
Indenture and other documentation with respect to the notes issued by Grand
Union to its senior noteholders.  In addition, Grand Union shall immediately
give notice to C&S, in the form of a Certificate signed by Grand Union's Chief
Financial Officer, in the event that the remaining amounts of credit available
to Grand Union under its lines of credit falls below $20,000,000.

          SECTION 5.07.  Certain Leases.  C&S understands that Grand Union is
the lessee under certain equipment leases as set forth on Exhibit G.  Grand
Union represents that it has furnished C&S with a true and correct copy of each
such lease and that there are currently no defaults under such leases.  C&S
agrees to use its best efforts to eliminate or minimize any losses due to the
termination of such leases.



          SECTION 5.08.  Affirmation and Acknowledgment.  Grand Union affirms
and acknowledges that (i) upon a failure by Grand Union to make any payment when
due pursuant to Section 3.05(b) of this Agreement, C&S may fully enforce against
Grand Union any and all rights that C&S may possess pursuant to the Perishable
Agricultural Commodities Act, 1930, as amended, codified at 7 U.S.C.A. ' 499a et
seq. ("PACA"), (ii) upon an Event of Insolvency with respect to Grand Union or a
failure by Grand Union to make any payment when due pursuant to Section 3.05 of
this Agreement, C&S may fully enforce against Grand


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Union any and all rights that C&S may possess pursuant to Section 2-702 of the
Uniform Commercial Code as enacted in the State of New York ("Section 2-702"),
including without limitation, the right to reclaim goods delivered to Grand
Union upon the terms and conditions set forth in Section 2-702, and (iii)upon a
failure of Grand Union to make any payment when due under this Agreement or the
Northern Region Agreement (a "Grand Union Payment Obligation"), including
without limitation, those payment obligations arising under each of Sections
3.05, 4.01, 4.05 and 7.04 of either such agreement, C&S may, and is hereby
authorized by Grand Union, at any time and from time to time, to the fullest
extent permitted by applicable law, without advance notice to Grand Union (any
such notice being expressly waived by Grand Union), set off and apply any and
all amounts owed by C&S to Grand Union under this Agreement, including without
limitation, amounts payable by C&S as volume incentives pursuant to Section 4.03
of this Agreement, against any or all of the Grand Union Payment Obligations
that have not been paid when due and remain unpaid, irrespective of whether or
not C&S has exercised any other rights that it has or may have with respect to
such Grand Union Payment Obligations.  Grand Union shall execute and deliver to
C&S, from time to time during the term of this Agreement, such documents as C&S
may reasonably request to create, maintain, acknowledge or confirm the rights of
C&S affirmed and acknowledged by Grand Union pursuant to this Section 5.08.

ARTICLE VI

GRAND UNION INVENTORY

          SECTION 6.01.  Purchase of Inventory.  C&S agrees to work with Grand
Union to maintain service levels to Grand Union Stores while Grand Union is
reducing inventory at the facilities used by Grand Union to service the New York
Region in accordance with the Inventory Reduction Plan and Timetable mutually
agreed upon by C&S and Grand Union.  C&S agrees to


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purchase from Grand Union any such inventory remaining after such reduction
program, other than out-of-code, discontinued or unsalable Merchandise;



                                                  [CONFIDENTIAL]




ARTICLE VII

TERMINATION

          SECTION 7.01.  Termination by C&S.  C&S may terminate this Agreement
for cause (i) in the event of a default by Grand Union under Section 3.05 which
remains uncured [CONFIDENTIAL] by Grand Union of written notice
thereof from C&S (subject, however, to the provisions of such Section for
arbitration), (ii) in the event that Grand Union breaches any other material
obligation under this Agreement and such breach is curable and remains uncured
after [CONFIDENTIAL] receipt by Grand Union of written notice of such breach
from C&S, (iii) upon the occurrence of an Event of Insolvency with respect to
Grand Union (provided, however, that C&S shall not terminate this Agreement upon
the occurrence of an Event of Insolvency in the event that Grand Union is
otherwise in compliance with the terms of this Agreement and Grand Union
provides adequate assurance of future performance under this Agreement), or (iv)
upon termination of the Northern Region Agreement pursuant to Section 7.01
thereof.  Notwithstanding the foregoing, in the event that Grand Union defaults
under section 3.05 on two occasions in any Contract Year and thereafter cures
its default within the 72 hour period set forth above, C&S may, on the
occurrence of any subsequent default under Section 3.05 occurring in the same
Contract Year, terminate this agreement immediately upon notice to Grand Union.
In the event of termination by C&S under this Section 7.01, Grand Union


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shall pay to C&S, as full and liquidated damages (including damages for lost
profits), the applicable termination fee set forth in Section 7.04 below.

          SECTION 7.02.  Termination by Grand Union.  Grand Union may terminate
this Agreement for cause (i) in the event that C&S breaches any material
obligation under this Agreement and such breach is curable and remains uncured
[CONFIDENTIAL] written notice of such breach from Grand Union, (ii) upon the
occurrence of an Event of Insolvency with respect to C&S, or (iii) upon
termination of the Northern Region Agreement pursuant to Section 7.02 thereof.
Grand Union may also terminate this Agreement [CONFIDENTIAL] written notice to
C&S; provided, however, that in the event Grand Union exercises such right to
terminate for convenience Grand Union shall pay to C&S, as full and liquidated
damages (including damages for lost profits), the applicable termination fee set
forth in Section 7.04 below.

          SECTION 7.03.  Negotiations; Interim Period

          (a)  The parties shall meet at least once within each 30 day time
period during any 90 day time period provided for in Section 7.01(ii) or Section
7.02(i) hereto to attempt to cure any breach as provided in such Sections.

          (b)  During the period following delivery of any notice of termination
and prior to the termination of this Agreement, each party shall perform its
obligations under this Agreement in substantially the same manner as they were
performed prior to the date of delivery of such notice, with no disruption to
Grand Union's supply of Merchandise; provided, however, that the parties shall
negotiate in good faith to agree to a "winding-up" schedule for such period.


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          SECTION 7.04.  Termination Fees.  In the event C&S terminates this
Agreement for cause pursuant to Section 7.01 above, or Grand Union terminates
this Agreement for convenience pursuant to Section 7.02 above, Grand Union shall
pay to C&S a termination fee calculated in accordance with the following
schedule:

         Contract Year
     During which Termination Occurs                            Termination Fee
     -------------------------------                            ---------------




                                      [CONFIDENTIAL]




The parties acknowledge that it would be difficult and costly to assess and
establish C&S' losses arising out of termination of this Agreement on account of
Grand Union's breach or Grand Union's early termination for its convenience.
Nonetheless, the parties believe that the termination fee schedule set forth
above is reasonable in light of the costs C&S will incur to perform its
obligations under this Agreement and the damages C&S will suffer in the event of
such termination (including but not limited to damages for lost profits,
incidental damages and other consequential damages).

          SECTION 7.05.  Waiver.  Either party to this Agreement may (a) extend
the time for the performance of any of the obligations or other acts of the
other party or (b) waive compliance with any of the agreements or conditions of
the other party contained herein.  Any such extension or waiver shall be valid
only if set forth in an instrument in writing signed by the party to be bound
thereby.  Any waiver of any term or condition shall not be construed as a waiver
of


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any subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement.  The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of any
of such rights.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

          SECTION 8.01.  Representations and Warranties of C&S.  C&S hereby
represents and warrants to Grand Union as follows:

          (a)  Corporate Organization and Authority.  C&S (i) is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Vermont and is authorized to transact business in the States of
Connecticut, New Jersey, New York and Pennsylvania; and (ii) has the corporate
power and authority to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted.

          (b)  Authorization.  C&S has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement and has taken
all necessary corporate action to authorize its execution, delivery and
performance of this Agreement.  This Agreement has been duly executed and
delivered on behalf of C&S and constitutes the legal, valid and binding
obligation of C&S, enforceable in accordance with its terms

          (c)  No Consents; Conflicts.  No consent, authorization by, approval
of or other action by, and no notice to, or filing or registration with, any
governmental authority, agency, regulatory body, lender, lessor, franchisee or
other Person is required for the execution, delivery or performance of this
Agreement by C&S, other than those that have been obtained and are in full force
and effect.  The execution, delivery


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and performance of this Agreement will not result in any violation or breach of
any provision of the charter or by-laws of C&S, any judgment, decree or order to
which C&S is a party or by which it is bound, any indenture, mortgage or other
agreement or instrument to which C&S is a party or by which it is bound or any
statute, rule or regulation applicable to C&S.

          SECTION 8.02.  Representations and Warranties of Grand Union.  Grand
Union hereby represents and warrants to C&S as follows:

          (a)  Corporate Organization and Authority.  Grand Union (i) is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is authorized to transact business in the States of
Connecticut, New Jersey, New York and Pennsylvania; and (ii) has the corporate
power and authority to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted.



          (b)  Authorization.  Grand Union has the corporate power and authority
to execute, deliver and perform its obligations under this Agreement and has
taken all necessary corporate action to authorize its execution, delivery and
performance of this Agreement.  This Agreement has been duly executed and
delivered on behalf of Grand Union and constitutes the legal, valid and binding
obligation of Grand Union, enforceable in accordance with its terms.

          (c)  No Consents; Conflicts.  No consent, authorization by, approval
of or other action by, and no notice to, or filing or registration with, any
governmental authority, agency, regulatory body, lender, lessor, franchisee or
other Person is required for the execution, delivery or performance of this
Agreement by Grand Union,


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other than those that have been obtained and are in full force and effect.  The
execution, delivery and performance of this Agreement will not result in any
violation or breach of any provision of the charter or by-laws of Grand Union,
any judgment, decree or order to which Grand Union is a party or by which it is
bound, any indenture, mortgage or other agreement or instrument to which Grand
Union is a party or by which it is bound or any statute, rule or regulation
applicable to Grand Union.

  ARTICLE IX

GENERAL PROVISIONS

          SECTION 9.01.  Entire Agreement.  This Agreement, together with the
documents referred to herein, constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior agreements
and undertakings, both written and oral, between the parties hereto with respect
to the subject matter hereof.

          SECTION 9.02.  Expenses.  Except as otherwise specified in this
Agreement, all costs and expenses, including, without limitation, fees and
disbursements of counsel, financial advisors and accountants, incurred in
connection with this Agreement and the transactions contemplated hereby shall be
borne by the party incurring the same.

          SECTION 9.03.  Amendments.  This Agreement may not be amended or
modified except (i) by an instrument in writing signed by, or on behalf of, each
of Grand Union and C&S or (ii) by a waiver in accordance with Section 7.05.

          SECTION 9.04.  Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by telecopy or telex or by registered or
certified mail (postage prepaid,


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return receipt requested) to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in
accordance with this Section 9.04):



          (a)  If to Grand Union:

                    William A. Louttit
                    Executive Vice President
                    and Chief Operating Officer
                    The Grand Union Company
                    201 Willowbrook Boulevard
                    Wayne, New Jersey  07470-0966
                    Telephone:  (201) 890-6000
                    [CONFIDENTIAL]

          (b)  If to C&S:

                    Richard B. Cohen
                    President and Chief Executive Officer
                    C&S Wholesale Grocers, Inc.
                    Old Ferry Road
                    Brattleboro, Vermont  05301
                    Telephone:  (802) 257-6700
                    [CONFIDENTIAL]

          SECTION 9.05.  Binding Effect; Assignment.  This Agreement shall be
binding upon and inure to the benefit of Grand Union and C&S and their
respective successors and assigns; provided that (i) C&S shall not have the
right to assign or subcontract its rights or obligations hereunder or any
interest herein (excluding the transportation of Merchandise) without the prior
written consent of Grand Union, which consent shall not be unreasonably
withheld, conditioned or delayed and (ii) Grand Union may assign its rights and
delegate its obligations hereunder only so long as (x) Grand Union shall assign,
and the assignee shall assume, all such rights and obligations, (y) the
assignment is to a Person or Persons who are acquiring all or substantially all
of Grand Union's business or assets in the New York Region, and (z) Grand Union
demonstrates, to the reasonable satisfaction of C&S, that such Person has the
financial


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capability to perform the obligations of Grand Union hereunder.  C&S agrees that
it shall respond, in respect of clause (z) above, promptly, and in any event
within 10 business days of receipt of notice from Grand Union of any such
proposed assignment.  Failure by C&S to respond to Grand Union within such 10
business day period shall be deemed to be a confirmation by C&S to Grand Union
of its reasonable satisfaction with the financial capability of the proposed
assignee.

          SECTION 9.06.  Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

          SECTION 9.07.  Confidentiality.  Each of Grand Union and C&S agrees to
and will cause its respective authorized agents, representatives, affiliates,
employees, officers, directors, accountants, counsel and other designated
representatives (collectively, "Representatives") to (i) treat and hold as
confidential (and not disclose or provide access to any Person to) all records,
books, contracts, instruments, computer data and other data and information
(collectively, "Information") concerning the other in its possession or
furnished by the other or the other's Representatives pursuant to this
Agreement, (ii) in the event that either party or its Representatives become
legally compelled to disclose any such Information, provide the other party with
prompt written notice of such requirement so that such other party may seek a
protective order or other remedy or waive compliance with this Section 9.07, and
(iii) in the event that such protective order or other remedy is not obtained,
or the other party waives compliance with this Section 9.07, furnish only that
portion of such Information which is legally required to be provided and
exercise its best efforts to obtain assurances that confidential


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treatment will be accorded such Information; provided, however, that this
sentence shall not apply to any Information that, at the time of disclosure, is
available publicly and was not disclosed in breach of this Agreement by such
party or its Representatives; and provided further, however, that C&S agrees
that Grand Union is the owner of all Information relating to Grand Union's
purchasing practices and that Grand Union may in its sole discretion sell such
purchasing related Information to third parties.  Each party agrees and
acknowledges that remedies at law for any breach of its obligations under this
Section 9.07 are inadequate and that in addition thereto the other party shall
be entitled to seek equitable relief, including injunction and specific
performance, in the event of any such breach, without the necessity of
demonstrating the inadequacy of monetary damages.

          SECTION 9.08.  Relationship of Parties.  In all matters relating to
this Agreement, both parties shall be acting solely as independent contractors
and shall be solely responsible for the acts of their employees, officers,
directors and agents.  Employees, agents or contractors of one party shall not
be considered employees, agents or contractors of the other party.

          SECTION 9.09.  No Third-Party Beneficiaries.  This Agreement shall be
binding upon and inure solely to the benefit of the parties thereto and their
permitted assigns, and nothing herein, express or implied, is intended to or
shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever.

          SECTION 9.10.  Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party.  Upon such determination that any term
or other


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<PAGE>

provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.


          SECTION 9.11.  Headings.  The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.


          SECTION 9.12.  Governing Law.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, without
regard to the principles of conflicts of laws thereof.

          SECTION 9.13.  Arbitration.

          (a) Any matter required to be submitted to arbitration pursuant to
Section 3.05 of this Agreement shall be subject to this Section 9.13.  Any such
matter shall be submitted to binding arbitration in Springfield, Massachusetts
(or another location agreed to by the parties) in accordance with the rules and
procedures of the American Arbitration Association (or another organization
agreed to by the parties).  The arbitration shall be conducted in accordance
with (i) the terms of this Section 9.13; (ii) the commercial arbitration rules
of the American Arbitration Association (or the corresponding rules of any such
other organization); (iii) the Federal Arbitration Act  (Title 9 of the United
States Code); and (iv) to the extent the foregoing are inapplicable,
unenforceable or invalid, the laws of the State of New York.  Judgment upon any
award rendered hereunder may be entered in any court having jurisdiction.

          (b)  A single arbitrator shall be selected by mutual agreement


                                     Page 21

<PAGE>

of the parties, or, if the parties fail to reach such agreement within ten days
after either party has requested arbitration hereunder in writing, by, or in a
manner provided by the American Arbitration Association (or such other
organization referred to above).

          (c)  The arbitrator is empowered to resolve the matter in dispute by
summary ruling substantially similar to a summary judgment and motion to
dismiss.  The arbitrator shall resolve all disputes in accordance with
applicable substantive law.  The determination of the arbitrator shall be
binding on all parties and shall not be subject to further review or appeal
except as allowed by applicable law.  The costs and expenses of the arbitrator
shall be apportioned between the parties hereto as determined by the arbitrator
in such manner as the arbitrator deems reasonable.

          (d)  The arbitrator and the parties shall take all actions necessary
to the end that the arbitration proceeding shall be concluded as promptly as
practicable.

          (e)  The provisions of this Section 9.13 shall not preclude a party
from exercising any right or remedy with respect to any matter that is not
expressly required to be submitted to arbitration pursuant to Section 3.05 of
this Agreement.



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the
date first written above.

                                             THE GRAND UNION COMPANY


                                             By:
                                                ----------------------
                                             Name:  William A. Louttit


                                     Page 22

<PAGE>

                                             Title: Executive Vice President
                                             Chief Operating Officer

                                             C&S WHOLESALE GROCERS, INC.


                                             By:
                                                ----------------------
                                             Name:  Richard B. Cohen
                                             Title: President




EXHIBIT A

Delivery Schedules

[CONFIDENTIAL]


EXHIBIT B

Grand Union Stores

[CONFIDENTIAL]



EXHIBIT C

Net Upcharge Rate Per Category

[CONFIDENTIAL]



EXHIBIT D

Store Supply Categories


[CONFIDENTIAL]



EXHIBIT E

Credit Policy

[CONFIDENTIAL]



EXHIBIT F

Volume Incentive

[CONFIDENTIAL]



EXHIBIT G

Schedule of Equipment Leases

[CONFIDENTIAL]


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