<PAGE>


                                                                    EXHIBIT 10.1

                             CONAGRA POULTRY COMPANY
                                 MILITARY SALES

                         CONSIGNED DISTRIBUTOR AGREEMENT

This  Distributor  Agreement  dated JULY 21,  2003 made by and  between  ConAgra
Poultry  Company  (hereinafter  "CAPC")  Military  Sales of Duluth,  Georgia,  a
Corporation and MRG (hereinafter "Distributor").

1.       Distributor will serve as sole Distributor of  Manufacturer's  Products
         to the military installations listed in Schedule A.

2.       Distributor  will warehouse and ship all products sold by  Manufacturer
         on Contract Number: 00G2431 to the afore mentioned Commissaries.  These
         products are consigned to Distributors Warehouse and freight is prepaid
         on all  products  shipped to  Distributor  by  Manufacturer  in minimum
         shipments  that will  result  in 2-3  deliveries  per  week.  ORDER FOR
         PRODUCTS TO BE WAREHOUSED BY DISTRIBUTOR SHOULD BE FAXED OR EDI TO:

         FAX                               EDI
         LUANNE JINKINS                    LINDA BLANKENSHIP
         FAX: 1-800-798-6710               1865 EVERGREEN BLVD., SUITE 100
         PHONE: 1-800-798-6707 X 4282      DULUTH, GA  30096
         ----------------------------------------------------------------------
                                           FAX:     770-232-4383
                                           PHONE: 404-942-4138

3.       Distributor will notify Manufacturer upon discovery, and not later than
         5 days after  receiving  the products of any hidden damage in shipments
         to   Distributor   from  the   Manufacturer.   Upon   receipt  of  such
         notification,   manufacturer  will  immediately   credit   Distributors
         inventory for the cases damaged and give  Distributor  instructions for
         disposal of the damaged inventory.

4.       Distributor   shall  make  deliveries  of  the  products  to  customers
         designated  by CAPC, as set forth on Schedule A,  (attached)  hereto in
         quantities  indicted by CAPC. In addition CAPC may request  Distributor
         to make deliveries to customers not listed on Schedule A.

5.       Distributor  shall provide to the Customer a delivery  receipt on which
         Distributor will assure that the Customer will  acknowledge  acceptance
         of the  condition and  quantities of the products  delivered and listed
         thereon.

6.       Distributor  shall  provide  CAPC with the  originals  of  acknowledged
         delivery  receipts  obtained  from  Customers  at least once weekly and
         shall invoice CAPC at that time for all products delivered and accepted
         on  the  delivery  receipts.  Payment  terms  shall  be  net



                                       25
<PAGE>

         Biweekly.  Distributor  shall  invoice  CAPC at the  price  Distributor
         initially  paid CAPC (on first in, first out basis) plus .06 (CENT) per
         pound net weight.

7.       This  Agreement  shall become  effective  dated JULY 21, 2003 and shall
         remain in effect until terminated by either party upon thirty days (30)
         prior written notice to the other.

8.       NOTICES.  Any notice  required  hereunder  shall be given in writing by
         certified  mail return receipt  requested,  effective when deposited in
         the United States mail to the following address: (See next page)



<TABLE>
<CAPTION>

     IF TO DISTRIBUTOR, IT SHALL BE ADDRESSED:                IF TO CAPC, IT SHALL BE ADDRESSED:
     ----------------------------------------                 ----------------------------------
<S>                                                           <C>
     MRG                                                      ConAgra Poultry Company
     2180 Executive Circle                                    1965 Evergreen Blvd., Suite 100
     Colorado Springs, CO  80906-4100                         Duluth, GA  30096
     ATTN:  Ethan Hokit                                       ATTN:  Don Wagner
</TABLE>


     MODIFICATION.  This  Agreement  shall not be  amended  or  modified  in any
     respect unless done in writing and signed by Distributor and CAPC.

     WAIVER. The failure of either party to enforce at any time or any period of
     time any of the provisions  hereof shall not be construed to be a waiver of
     any such  provision or provisions or of the right of such party  thereafter
     to enforce any such provision.

     The following attachments are hereby made a part of this Agreement:

     Schedule "A" list of Military Commissaries for product delivery.

     CONAGRA POULTRY COMPANY
     MILITARY SALES
<TABLE>
<CAPTION>
<S>                                                                                              <C>
     By         /s/   Don Wagner                                                                 Date     July  30, 2003
                ----------------------------------------------------------------                          --------------
     Title
                ----------------------------------------------------------------


     MRG
     DISTRIBUTOR

     By         /s/ Ethan D. Hokit                                                               Date     7-23-03
                ----------------------------------------------------------------                          -------------
     Title      President
                ----------------------------------------------------------------
</TABLE>



                                       26
<PAGE>


SCHEDULE A


     COMMISSARIES TO BE SUPPLIED:

     Academy
     Carson, Ft.
     F.E. Warren
     Buckley/Fitzsimmons
     Peterson AFB



                                       27
<PAGE>