<PAGE>

                                                                   EXHIBIT 10.30


PORTIONS OF THIS EXHIBIT MARKED BY ASTERISKS (****) HAVE BEEN OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                 Confidential

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

                   INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                    Between

                               U.S. FOODSERVICE

                                      And

                          LOCKHEED MARTIN CORPORATION

                                Dated:  5/7/99

--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

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ARTICLE 1 PURPOSE OF AGREEMENT                                                                 1

ARTICLE 2 DEFINITIONS AND CONSTRUCTION                                                         1

 Section 2.1 Definitions                                                                       1

 Section 2.2 Headings                                                                          8

 Section 2.3 Interpretation of Documents                                                       8

ARTICLE 3 TERM                                                                                 8

 Section 3.1 Agreement                                                                         8

 Section 3.2 Renewal                                                                           9

 Section 3.3 Extension Period                                                                  9

ARTICLE 4 DESIGNATED SERVICES                                                                  9

 Section 4.1 Designated Services                                                               9

 Section 4.2 Changes to the Designated Services                                                9

 Section 4.3 Lockheed Martin Licenses and Permits                                             10

 Section 4.4 New Releases and Versions of the Software                                        10

 Section 4.5 Technology Developments                                                          10

 Section 4.6 Changes in Law and Regulations                                                   10

 Section 4.7 Manufacturers' Warranties                                                        11

 Section 4.8 Machines                                                                         11

 Section 4.9 Changes to Designated Fees                                                       11

 Section 4.10 Documentation                                                                   11

ARTICLE 5                                                                                     11
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ARTICLE 6 SERVICE LEVELS AND BENCHMARKING                                                     11

 Section 6.1 Service Levels                                                                   11

 Section 6.2 Additional Services                                                              12

 Section 6.3 Reports                                                                          12

ARTICLE 7 SERVICE LOCATION; FACILITIES; EMPLOYEES; TRANSITION; EQUIPMENT; SUBCONTRACTORS      12

 Section 7.1 Service Location                                                                 12

 Section 7.2 Facilities                                                                       12

 Section 7.3 Reserved                                                                         12

 Section 7.4 Reserved                                                                         12

 Section 7.5 Reserved                                                                         12

ARTICLE 8 ADDITIONAL SERVICES                                                                 13

 Section 8.1 Additional Services                                                              13

ARTICLE 9 PROJECT TEAM; MANAGEMENT; CHANGE CONTROL AND STRATEGIC PLANNING                     13

 Section 9.1 Lockheed Martin Project Executive                                                13

 Section 9.2 Reassignment or Termination                                                      13

 Section 9.3 Key Employees                                                                    14

 Section 9.4 Conduct of Lockheed Martin Personnel                                             14

 Section 9.5 U.S. Foodservice Project Executive                                               14

 Section 9.6 Management Committee                                                             14

 Section 9.7 Planning                                                                         15

 Section 9.8 Change Control                                                                   15

 Section 9.9 Meetings                                                                         16

 Section 9.10 Reserved                                                                        16
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ARTICLE 10 PROPRIETARY RIGHTS                                                                 17

 Section 10.1 U.S. Foodservice Proprietary Software.                                          17

 Section 10.2 U.S. Foodservice Third Party Software                                           17

 Section 10.3 U.S. Foodservice Customer Software                                              18

 Section 10.4 Lockheed Martin Software                                                        18

 Section 10.5 Custom and Non-Custom Software                                                  18

 Section 10.6 Changes and Upgrades to Software                                                19

 Section 10.7 Software Purchased by Lockheed Martin                                           19

 Section 10.8 Infringement                                                                    19

 Section 10.9 Documentation                                                                   19

 Section 10.10 Cooperation Upon Divestiture                                                   19

 Section 10.11 Support/Source Code                                                            20

ARTICLE 11 DATA RECORDS AND REPORTS                                                           20

 Section 11.1 U.S. Foodservice Data                                                           20

 Section 11.2 Correction of Errors                                                            20

 Section 11.3 Access to and Return of Data                                                    20

 Section 11.4 Reserved                                                                        21

ARTICLE 12 CONSENTS                                                                           21

ARTICLE 13 FORCE MAJEURE; DISASTER RECOVERY                                                   21

 Section 13.1 Force Majeure                                                                   21

 Section 13.2 Allocation of Resources                                                         22

 Section 13.3 Disaster Recovery                                                               22

ARTICLE 14 PAYMENTS                                                                           23

 Section 14.1 Designated Fees                                                                 23

 Section 14.2 ****                                                                            23
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 Section 14.3 Additional Services Fees                                                        23

 Section 14.4 Expenses                                                                        23

 Section 14.5 Proration                                                                       23

 Section 14.6 Unused Credits                                                                  24

 Section 14.7 Performance Credits                                                             24

 Section 14.8 Offsets                                                                         24

 Section 14.9 Adjustment for Cost Savings From Technological Advancements                     24

ARTICLE 15 PAYMENT SCHEDULE AND INVOICES                                                      24

 Section 15.1 Designated Fees                                                                 24

 Section 15.2 Detailed Invoices                                                               25

 Section 15.3 Time of Payment                                                                 25

 Section 15.4 Special Payments                                                                25

 Section 15.5 Late Payments                                                                   25

 Section 15.6 Method of Payment                                                               25

ARTICLE 16 TAXES                                                                              25

ARTICLE 17 AUDIT RIGHTS                                                                       26

 Section 17.1 Fees                                                                            26

 Section 17.2 Other Audits and Inspections                                                    27

 Section 17.3 Record Retention                                                                27

 Section 17.4 Overcharges/Undercharges                                                        27

ARTICLE 18 CONFIDENTIALITY                                                                    28

 Section 18.1 General Obligations                                                             28

 Section 18.2 U.S. Foodservice Confidential Information                                       28

 Section 18.3 Legal Action                                                                    29

 Section 18.4 Reserved                                                                        29
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 Section 18.5 Disclosure Protection                                                           29

ARTICLE 19 REPRESENTATIONS AND WARRANTIES; COVENANT                                           29

 Section 19.1 U.S. Foodservice                                                                29

 Section 19.2 Lockheed Martin                                                                 30

 Section 19.3 DISCLAIMER                                                                      31

 Section 19.4 Non-Competition Covenant                                                        31

ARTICLE 20 DISPUTE RESOLUTION                                                                 32

 Section 20.1 Project Executives                                                              32

 Section 20.2 Management Committee                                                            32

 Section 20.3 Senior Management                                                               32

 Section 20.4 Arbitration                                                                     32

 Section 20.5 Exceptions                                                                      34

 Section 20.6 Continuity of Services                                                          34

ARTICLE 21 TERMINATION                                                                        34

 Section 21.1 Termination for Convenience                                                     34

 Section 21.2 Termination for Cause                                                           34

 Section 21.3 Termination Rights for Downtime                                                 35

ARTICLE 22 TERMINATION FEE                                                                    35

ARTICLE 23 TERMINATION ASSISTANCE                                                             35

ARTICLE 24 INDEMNITIES                                                                        36

 Section 24.1 Indemnity by U.S. Foodservice                                                   36

 Section 24.2 Indemnity by Lockheed Martin                                                    37

 Section 24.3 Indemnification Procedures                                                      38
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ARTICLE 25 DAMAGES                                                                            39

 Section 25.1 Damages                                                                         39

 Section 25.2 Consequential Damages                                                           39

 Section 25.3 Exclusions                                                                      39

ARTICLE 26 INSURANCE                                                                          39

 Section 26.1 Insurance                                                                       39

 Section 26.2 Insurance Documentation                                                         40

ARTICLE 27 MISCELLANEOUS PROVISIONS                                                           40

 Section 27.1 Assignment                                                                      40

 Section 27.2 Notices                                                                         41

 Section 27.3 Relationship                                                                    42

 Section 27.4 Consents, Approvals, Notices, and Requests                                      42

 Section 27.5 Severability                                                                    42

 Section 27.6 Waiver                                                                          42

 Section 27.7 Publicity                                                                       42

 Section 27.8 Entire Agreement; Counterparts                                                  43

 Section 27.9 Amendments                                                                      43

 Section 27.10 Governing Law                                                                  43

 Section 27.11 Jurisdiction                                                                   43

 Section 27.12 Survival                                                                       43

 Section 27.13 Third Party Beneficiaries                                                      43

 Section 27.14 Acknowledgment                                                                 43

 Section 27.15 Covenant of Further Assurances                                                 44

 Section 27.16 Performance                                                                    44
</TABLE>
<PAGE>

                                   EXHIBITS


          1     Description of Services

                la Baseline Services

                lb Operating System and Utility Upgrade

                1c Branch Conversion Program Support and Applications Upgrade

          2     Reports

          3     Service Levels and Performance Goals; Performance Credits;
                Critical Services

          4     Key Employees; Designated Employees

          5     Reserved

          6     Termination Assistance

          7     Hardware and Software Listing; Transferred Machines and
                Transferred Third Party Software; Retained Resources

          8     Designated Fees

          9     Termination Schedule

          10    Reserved

          11    Specifically Excluded Services

          12    Reserved

          13    Lease Agreements

          14    Reserved

          15    Reserved
<PAGE>

                   Information Technology Service Agreement


          This INFORMATION TECHNOLOGY SERVICES AGREEMENT, dated               ,
                                                                --------------
1999 (the "Agreement Date") is by and between U.S. FOODSERVICE, INC. ("U.S.
Foodservice"), and LOCKHEED MARTIN CORPORATION ("Lockheed Martin").

                                  WITNESSETH:
                                  ----------

          WHEREAS, Lockheed Martin has provided certain systems operation,
network management and other information technology services to U.S. Foodservice
and its predecessor for more than five years pursuant to that certain Agreement
for Services between the parties dated January 4, 1993; and

          WHEREAS, U.S. Foodservice and Lockheed Martin have engaged in
negotiations and discussions that have culminated in the formation of a broader
relationship described in this Agreement which contemplates the management and
support of the baseline applications, new application development and network
management, and additional services that include operating system upgrade
services and branch conversion support services and other information technology
services; and

          WHEREAS, Lockheed Martin, through its Integrated Business Solutions
division ("IBS"), desires to provide to U.S. Foodservice, and U.S. Foodservice
desires to obtain from IBS, the broader services described in this Agreement on
the terms and conditions set forth in this Agreement.

          NOW, THEREFORE, for and in consideration of the agreements of the
parties set forth below, U.S. Foodservice and Lockheed Martin agree as follows:

                                   ARTICLE 1
                             PURPOSE OF AGREEMENT

          The purpose of this agreement is to provide a new contract in support
of expanded and extended services to U.S. Foodservice. Lockheed Martin is the
current provider of data processing services for U.S. Foodservice and it is the
intent of this contract to continue a mutually beneficial business relationship.

                                   ARTICLE 2
                         DEFINITIONS AND CONSTRUCTION

          Section 2.1  Definitions

          The following defined terms shall have the meanings specified below:

          (1) "Additional Fees" shall mean the fees described in the Additional
Services Schedule.

                                      -1-
<PAGE>

          (2) "Additional Services" shall mean those services requested by U.S.
Foodservice of Lockheed Martin that are mutually agreed as being outside the
scope of the Designated Services.

          (3) "Additional Service Levels" shall mean the levels of service to be
provided by Lockheed Martin for an Additional Service that is specified in
writing in the Additional Services Schedule.

          (4) "Additional Services Proposal" shall mean any proposal, submitted
by Lockheed Martin for the performance of an Additional Service, containing a
description of the scope and functionality of such Additional Service and an
estimate, as may be applicable, of the computing, communications, human
resources, capacity and schedule requirements necessary to develop and implement
such Additional Service, as well as the proposed cost thereof.

          (5) "Additional Services Schedule" shall mean, in the event that U.S.
Foodservice elects to have Lockheed Martin perform an Additional Service, the
written amendment to this Agreement, executed by U.S. Foodservice and Lockheed
Martin, in a form to be agreed on by the parties in respect of such Additional
Service.

          (6) "Affiliate" shall mean any corporation, partnership, or other
entity that is in or under the direct or indirect control of a party hereto or
of another Affiliate of such party, or any successor to all or substantially all
the business of a party hereto or of an Affiliate of such party, and, for this
purpose, "control" shall exist whenever there is an ownership, profits, voting,
or similar interest (including any right or option to obtain such an interest)
representing at least fifty percent (50%) of the total interests of the
pertinent entity then outstanding (treating as outstanding any interests
obtainable by a party or the relevant Affiliate pursuant to the exercise of the
aforementioned rights or options). "Affiliate" shall also mean any Affiliate of
U.S. Foodservice designated in writing by U.S. Foodservice, from time to time,
which U.S. Foodservice divests or for whatever other reason will no longer meet
the definition of Affiliate.

          (7) "Agreement Date" shall have the meaning set forth in the preamble.

          (8) "Agreement" shall mean this Information Technology Services
Agreement, dated as of the Effective Date, by and between U.S. Foodservice and
Lockheed Martin, including the Exhibits attached hereto.

          (9)  Reserved

          (10) "Backup Facility" shall have the meaning set forth in Section
13.3.

          (11)  Reserved

          (12)  "Benchmark" shall mean an objective point of performance
comparison based on average industry practices or average industry standards of
efficiency, quality, cost and/or other attributes of service.

          (13)  Reserved

          (14) "Change(s)" shall mean all changes to the Systems and the
Services that would alter the functionality or technical environment of the
Systems.

                                      -2-

<PAGE>

          (15) "Change Control Procedures" shall have the meaning set forth in
Section 9.8.

          (16) "Confidential Information" of a party shall mean all confidential
or proprietary information of such party, as well as any confidential or
proprietary information of anyone else obtained or possessed by a party to this
Agreement subject to confidentiality requirements.

          (17) "Consents" shall mean all consents, approvals, authorizations,
notices, requests, and acknowledgments that are necessary to allow (1) Lockheed
Martin to use U.S. Foodservice Software, U.S. Foodservice Machines, and the
services under U.S. Foodservice's third party service contracts to provide the
Services (as applicable), and (2) U.S. Foodservice to use the Lockheed Martin
Software, and the Lockheed Martin Machines during the applicable Term and upon
expiration or termination of this Agreement.

          (18) "Consequential Damages" shall mean any indirect, incidental,
punitive, special, or consequential damages or amounts for loss of income,
profits, or savings.

          (19) "Contract Year" shall mean each 12-month period commencing on the
Effective Date or the anniversary of the Effective Date during the Term.

          (20) "Critical Services" shall mean those Services set forth in
Exhibit 3 of this Agreement.

          (21) "Custom Software" shall mean (1) any modifications or
enhancements to the U.S. Foodservice Software and (2) any software and related
documentation developed by Lockheed Martin and Lockheed Martin Agents primarily
to meet U.S. Foodservice's particular requirements or specifications. The Custom
Software shall be identified as such and listed on Exhibit 7.

          (22)  Reserved

          (23) "Designated Fees" shall have the meaning set forth in Section
14.1.

          (24) "Designated Services" shall be as set forth in Section 4.1.

          (25) "Disaster" shall mean any event or situation including, without
limitation, a Force Majeure Event, which (a) causes one or more of the Critical
Services to be unavailable at the Service Location or (b) is generally referred
to as a disaster in the insurance or information technology services industries.

          (26) "Effective Date" shall mean December 1, 1998.

          (27) "Expiration Date" shall mean December 1, 2003.

          (28) "Fees" shall mean the Designated Fees, Incremental Fees, and
Additional Fees, collectively payable by U.S. Foodservice to Lockheed Martin
pursuant to this Agreement.

                                      -3-
<PAGE>

          (29) "Force Majeure Event" shall mean any failure or delay caused by a
party due to fire, flood, earthquake, elements of nature or acts of God, acts of
war, terrorism, riots, civil disorders, rebellions or revolutions in the United
States, or any other similar cause beyond the reasonable control of such party
and without the fault or negligence of such party; provided that such failure or
delay could not have been prevented by reasonable precautions and cannot
reasonably be circumvented by the nonperforming party through the use of
alternate sources, workaround plans, or other means.  Notwithstanding anything
to the contrary, delays or failures in performance by Lockheed Martin which are
caused by acts or omissions of third parties providing support or maintenance
for Lockheed Martin Machines or Lockheed Martin Software shall not be considered
a Force Majeure Event.

          (30) "Incremental Charges" shall mean the additional fees payable by
U.S. Foodservice at the rates set forth in Exhibit 8 for increased use of the
Designated Services, as further described in Exhibit 8.

          (31)  Reserved

          (32) "Incremental Fees" shall mean the Incremental Charges and the
Incremental Credits, collectively.

          (33) "Indemnifying Party" shall mean the party to whom the Indemnified
Party shall give notice of a claim that is covered by Section 24.1 or Section
24.2.

          (34) "Indemnified Party" shall mean the party who seeks
indemnification under this Agreement.

          (35) "Key Employee(s)" shall mean the Project Staff members who are
(1) assigned to the key positions identified in Exhibit 4 of this Agreement and
(2) identified, and agreed upon, by the U.S. Foodservice Project Executive and
the Lockheed Martin Project Executive (or pursuant to the dispute resolution
procedures set forth in Article 20) as important to a particular Project.

          (36) "Licensed Software" shall have the meaning set forth in Section
10.5.

          (37)  Reserved

          (38) "Lockheed Martin" shall mean Lockheed Martin Corporation, a
Maryland corporation, with a principal place of business in Orlando, Florida.

          (39)  Reserved

          (40) "Lockheed Martin Machines" shall mean those machines and
equipment (1) owned or leased by Lockheed Martin prior to the Effective Date
which are used in connection with the Services and (2) which Lockheed Martin
owns or leases on or after the Effective Date for use in connection with the
Services, including the Transferred Machines. The Lockheed Martin Machines shall
be identified as such and listed on Exhibit 7.

                                      -4-
<PAGE>

          (41) "Lockheed Martin Project Executive" shall mean an individual who
from the Agreement Date shall be in charge of Lockheed Martin's performance
hereunder, and shall be the primary point of contact for U.S. Foodservice
concerning each parties' obligations under this Agreement and the overall
administration of the Agreement.

          (42)  Reserved

          (43) "Lockheed Martin Proprietary Software" shall mean the software
and related documentation (1) owned by Lockheed Martin prior to the Effective
Date which is used in connection with the Services, (2) of which Lockheed Martin
acquires ownership on or after the Effective Date which is used in connection
with the Services, and (3) is developed by or on behalf of Lockheed Martin after
the Effective Date for use in connection with the Services that is not U.S.
Foodservice Software. The Lockheed Martin Proprietary Software shall be
identified as such and listed on Exhibit 7.

          (44) "Lockheed Martin Software" shall mean the Lockheed Martin
Proprietary Software and the Lockheed Martin Third Party Software, collectively.

          (45) "Lockheed Martin Third Party Software" shall mean all software
and related documentation licensed or leased from a third party by Lockheed
Martin (1) prior to the Effective Date which will be used in connection with the
Services and (2) on or after the Effective Date for use in connection with the
Services, including the Transferred Third Party Software. The Lockheed Martin
Third Party Software shall be identified as such and listed on Exhibit 7.

          (46) "Losses" shall mean all losses, liabilities, damages (including
direct and Consequential Damages) and claims (including taxes), and all related
costs and expenses including any and all attorneys' fees and costs of
investigation, litigation, settlement, judgment, interest and penalties).

          (47) "Machines" shall mean the U.S. Foodservice Machines and the
Lockheed Martin Machines, collectively.

          (48) "Management Committee" shall have the meaning set forth in
Section 9.6.

          (49)  Reserved

          (50) "Non-Custom Software" shall have the meaning set forth in Section
10.5.

          (51) "Performance Credit(s)" shall mean, in the event of a failure to
provide the Services in accordance with the Service Levels, the performance
credits incurred by Lockheed Martin to be applied against the Designated Fees
identified in and according to the schedule set forth in Exhibit 3.

          (52) "Performance Goals" shall have the meaning set forth in Section
9.7.

          (53)  "U.S. Foodservice Agents" shall mean the advisors, consultants,
vendors, subcontractors and agents of U.S. Foodservice, but excluding Lockheed
Martin, its employees, and Lockheed Martin Agents.

                                      -5-
<PAGE>

          (54) "U.S. Foodservice Confidential Information" shall mean all
confidential or proprietary information of U.S. Foodservice's furnished to or
obtained by U.S. Foodservice and/or Lockheed Martin, including U.S. Foodservice
Customer Data, and all U.S. Foodservice Third Party Software and related
documentation.

          (55) "U.S. Foodservice Customer Data" shall mean all data and
information of U.S. Foodservice's customers furnished to or obtained by U.S.
Foodservice and/or Lockheed Martin.

          (56) "U.S. Foodservice Customer Software " shall mean software,
including software from third party vendors, provided to U.S. Foodservice
whether through a lease, license or otherwise, by customers of U.S. Foodservice
so that U.S. Foodservice can provide services to such customers.

          (57) "U.S. Foodservice Data" shall mean all data and information
submitted to Lockheed Martin by U.S. Foodservice in connection with the
Services, including data and information derived from that which is submitted to
Lockheed Martin by U.S. Foodservice or U.S. Foodservice's customers.

          (58) "U.S. Foodservice Machines" shall mean those machines and
equipment owned or leased by U.S. Foodservice on or after the Effective Date
which are used in connection with the Services, including those machines and
equipment set forth in Exhibit 7, excluding the Transferred Machines except as
specifically contemplated by Section 10.4.

          (59) "U.S. Foodservice Proprietary Software" shall mean the Software
owned by U.S. Foodservice other than Custom Software. The U.S. Foodservice
Proprietary Software shall be identified as such and listed on Exhibit 7.

          (60) "U.S. Foodservice Project Executive" shall mean the individual
who is appointed by U.S. Foodservice who will act as the primary point of
contact for Lockheed Martin with respect to each party's obligations under this
Agreement.

          (61)  Reserved

          (62) "U.S. Foodservice Software" shall mean the U.S. Foodservice
Proprietary Software, the U.S. Foodservice Third Party Software and the Custom
Software, collectively.

          (63) "U.S. Foodservice Third Party Software" shall mean the Software
licensed or leased by U.S. Foodservice from a third party that will be used in
connection with the Services, excluding the Transferred Third Party Software
(except as specifically contemplated by Section 10). Unless the context
otherwise requires, "U.S. Foodservice Third Party Software" also includes
Customer Software. The U.S. Foodservice Third Party Software shall be identified
as such and listed on Exhibit 7.

          (64) "Procedures Manual" shall have the meaning set forth in Exhibit
1.

          (65) "Project Executives" shall mean the Lockheed Martin Project
Executive and the U.S. Foodservice Project Executive, collectively.

          (66)  Reserved

                                      -6-
<PAGE>

          (67) "Project Staff" shall mean personnel who are required to work
under this Agreement.

          (68)  Reserved

          (69) "Retained Resources" shall mean the information technology assets
retained by U.S. Foodservice that will be used in connection with the Services.
The Retained Resources are identified as such and set forth on Exhibit 7.

          (70) "Retained Resources Agreements" shall mean the third party
agreements in respect of the Retained Resources.

          (71) "Retained Resources Invoice(s) " shall mean each invoice or, when
used in the plural, all invoices submitted to Lockheed Martin by third parties
in connection with the Retained Resources.

          (72) "Services" shall mean the Designated Services and the Additional
Services, collectively.

          (73) "Service Levels" shall mean Designated Service Levels and the
Additional Service Levels, collectively as defined in Exhibit 3.

          (74) "Service Location" shall mean (1) the data center located in
Beltsville, Maryland, until migration, the Mainframe will then be located in
Orlando, Florida; (2) some work will be performed on the U.S. Foodservice site;
and (3) any other locations agreed to in writing from time to time by U.S.
Foodservice and Lockheed Martin in accordance with this Agreement.

          (75) "Software" shall mean U.S. Foodservice Software and Lockheed
Martin Software, collectively. Unless the context otherwise requires, the term
"Software," whether capitalized or not, includes all materials related thereto
which may include, without limitation, documentation, flow charts, logic
diagrams, source codes (provided, however, that the term "Software" only
includes the source code if it is normally provided by the third-party vendor),
object codes, and materials of any type whatsoever (tangible or intangible and
machine or human readable), which incorporate or reflect the design,
specifications, or workings of such software and any changes, additions or
modifications provided through maintenance or enhancements.

          (78) "Systems" shall mean the Software and the Machines, collectively.

          (79) "Systems Software" shall mean all software used to provide the
Services, including, but not limited to, the U.S. Foodservice Software and the
Lockheed Martin Software.

          (80) "Term" shall have the meaning set forth in Section 3.1.

          (81) "Termination Assistance Services" shall mean the cooperation of
Lockheed Martin with U.S. Foodservice in effecting the orderly transfer of the
Services to U.S. Foodservice or to a third party, commencing no earlier than 6
months prior to the date of expiration or termination of this Agreement and
continuing no longer than 12 months after the expiration or termination of this
Agreement, during which Lockheed Martin shall provide Termination Assistance
Services in accordance with this Agreement.

                                      -7-
<PAGE>

          (82) "Third Party Services" shall have the meaning set forth in
Section 10.

          (83) "Transferred Machines" shall mean the machines and equipment
owned or leased by U.S. Foodservice that will be transferred to Lockheed Martin
in accordance Section 10.

          (84) "Transferred Third Party Software" shall mean the Software
licensed or leased by U.S. Foodservice from a third party that will be
transferred to Lockheed Martin (or to which Lockheed Martin will be assigned the
right to use for the benefit of U.S. Foodservice and/or its customers) in
accordance with Section 10.

          (85) "Transition" shall have the meaning set forth in Section 7.4.

          (86) "Transition Acceptance Tests" shall have the meaning set forth in
Section 7.4.

          (87) "Transition Plan" shall have the meaning set forth in Section
7.4.

          (88) "Year 2000 Compliant" shall when applied to a software
product/hardware component requires that component to accurately process
date/time data (including, but not limited to calculating, comparing, and
sequencing) from, into, and between the twentieth and twenty-first centuries and
the years 1999 and 2000 and leap year calculations, to the extent that other
software products/hardware components (to include the operating system and
environment) used in combination with it are likewise Year 2000 ready and
properly exchange date/time data with it.


          Section 2.2  Headings

          The article and section headings and the table of contents are for
reference and convenience only and shall not be considered in the interpretation
of this Agreement.


          Section 2.3  Interpretation of Documents

          In the event of a conflict between this Agreement, a modification, an
amendment and the terms of any of the Exhibits, the terms of this Agreement
shall prevail unless noted otherwise.


                                   ARTICLE 3
                                     TERM

          Section 3.1  Agreement

          The term (the "Term") of this Agreement shall commence on the
Effective Date and continue until the Expiration Date, unless this Agreement is
otherwise extended or renewed pursuant to Section 3.2 or terminated earlier
pursuant to Article 21.

                                      -8-
<PAGE>

          Section 3.2  Renewal

          During the time period which is 6 months before the Expiration Date,
Lockheed Martin shall provide U.S. Foodservice proposed terms and conditions,
including the pricing, for the renewal of this Agreement. If U.S. Foodservice
elects to renew this Agreement, the terms and conditions of such renewal,
including the pricing, shall be agreed upon by the parties not less than 2
months before the Expiration Date.  If U.S. Foodservice desires to renew this
Agreement, but the parties are unable to agree upon renewal terms and conditions
as of sixty (60) days prior to the Expiration Date then, subject to the
provisions of Section 3.3, this Agreement will expire at Expiration Date.

          Section 3.3  Extension Period

          Notwithstanding the failure of the parties to reach an agreement upon
renewal terms and conditions as contemplated by Section 3.2, U.S. Foodservice
may extend the term of this Agreement for up to six consecutive one-month
periods (the "Extension Period") upon written notice to Lockheed Martin prior to
the Expiration Date. U.S. Foodservice will be liable for any annual software
renewals required to extend them past the original expiration date. The charges
for such Extension Period shall not exceed by more than **** percent (****%) the
charges in effect at the end of the initial term. If the parties are unable to
reach agreement on renewal during the Extension Period, this Agreement will
expire at the end of the Extension Period.

                                   ARTICLE 4
                              DESIGNATED SERVICES

          Section 4.1  Designated Services

          Commencing as of the Effective Date and continuing throughout the Term
or as otherwise defined in Exhibit 1, Lockheed Martin shall provide services (1)
described in Exhibit 1 of this Agreement and (2) otherwise identified in this
Agreement as being part of the Designated Services and shall provide the reports
described in Exhibit 2.  All such services and reports shall be provided in
accordance with the Performance Standards set forth in Exhibit 3.

          Section 4.2  Changes to the Designated Services

          Except as may be necessary on an emergency basis to maintain the
continuity of the Designated Services, Lockheed Martin shall not, without U.S.
Foodservice's prior consent, modify the then-current (1) composition or nature
of the Designated Services identified in Exhibit 1 or (2) manner in which the
Designated Services are to be provided or delivered.

                                      -9-
<PAGE>

          Section 4.3  Lockheed Martin Licenses and Permits

          As part of the Designated Services, Lockheed Martin is responsible for
obtaining all necessary licenses, consents, approvals, permits, and
authorizations required by applicable laws and regulations that are required to
be obtained in order to perform the Services or to consummate the transactions
contemplated by this Agreement. Lockheed Martin shall have financial
responsibility for, and shall pay, all fees and taxes associated with obtaining
such governmental licenses, authorizations and permits for services provided by
Lockheed Martin. U.S. Foodservice shall reasonably cooperate with and assist
Lockheed Martin in obtaining any such licenses, consents, approvals, permits,
and authorizations.

          Section 4.4  New Releases and Versions of the Software

          As part of the Designated Services, Lockheed Martin shall keep U.S.
Foodservice informed as to the Currentness of the Systems Software, including
notifying U.S. Foodservice of new releases, versions, upgrades, enhancements and
replacement software and will maintain vendor supported versions of all
components of the Systems Software, unless otherwise instructed by U.S.
Foodservice or otherwise agreed to by U.S. Foodservice and Lockheed Martin in
accordance with Section 8.1 and 9.8.

          Section 4.5  Technology Developments

          Lockheed Martin shall use its best efforts to achieve a level of
technology that is appropriate for the performance of the Services. In addition,
Lockheed Martin will use due diligence to identify, evaluate and bring to U.S.
Foodservice's attention new technologies that will enable U.S. Foodservice to
maintain competitiveness in the markets served by U.S. Foodservice.

          Section 4.6  Changes in Law and Regulations

          Each party shall identify and notify the other party of changes in
applicable laws and regulations and, as part of the Designated Services,
Lockheed Martin shall identify the impact of such changes on its ability to
perform and deliver the Services. Lockheed Martin, after consultation with U.S.
Foodservice, shall promptly make any modifications to the Services as are
reasonably necessary to perform and deliver the Services in accordance with the
Service Levels as a result of such changes. Lockheed Martin shall be responsible
for, and shall pay for, the cost of any such modification relating to Lockheed
Martin's business. To the extent not included in the Designated Services, U.S.
Foodservice shall pay for the cost of any such modification relating to U.S.
Foodservice's businesses. All such modifications shall be effected through the
Change Control Procedures.

                                      -10-
<PAGE>

          Section 4.7  Manufacturers' Warranties

          If, and when appropriate, upon request of U.S. Foodservice, as part of
the Designated Services, Lockheed Martin shall, without limitation of any of
U.S. Foodservice's other rights or remedies, pass through to U.S. Foodservice
whenever such pass through is permitted, the manufacturer's or Lockheed Martin's
warranty (or other remedial options) on all Machines, Software, or any
installation or maintenance services provided in connection with such Machines
or Software, and, in the event of any claim, cooperate fully with U.S.
Foodservice in asserting such claim against the warrantor.

          Section 4.8  Machines

          As part of the Designated Services, Lockheed Martin shall provide
additional Machines and replace or upgrade the Machines, including such
additional Machines, replacements, and upgrades to such Machines as may be
necessary for Lockheed Martin to perform the Services in accordance with the
Service Levels. Lockheed Martin shall ensure that the Machines have the capacity
necessary to provide commercially competitive service with commercially
competitive response times.

          Section 4.9  Changes to Designated Fees

          Any disagreement between the parties with respect to any adjustments
to the Designated Fees contemplated herein shall be resolved in accordance with
the dispute resolution procedures set forth in Article 20.

          Section 4.10  Documentation

          Lockheed Martin will provide, as reasonably requested by U.S.
Foodservice, documentation for the Systems Software. Documentation will be
priced as defined in Exhibit 8.


                                   ARTICLE 5

          Reserved

                                   ARTICLE 6
                        SERVICE LEVELS AND BENCHMARKING

          Section 6.1  Service Levels

          Lockheed Martin shall provide the Designated Services at least at the
Service Levels described in Exhibit 3.

                                      -11-
<PAGE>

          Section 6.2   Additional Services

          Lockheed Martin shall strive to provide any Additional Services
authorized by U.S. Foodservice at the Performance Goals and shall provide the
Additional Services at the Additional Services Service Level, if any, set forth
in the Additional Services Schedule.

          Section 6.3  Reports

          As part of the Designated Services, Lockheed Martin shall provide the
reports specified on Exhibit 2 to U.S. Foodservice in a form mutually agreed
upon by the parties.

                                   ARTICLE 7
                   SERVICE LOCATION; FACILITIES; EMPLOYEES;
                     TRANSITION; EQUIPMENT; SUBCONTRACTORS

          Section 7.1  Service Location

          The Services shall be provided from the Service Location.

          Section 7.2  Facilities

          To enable Lockheed Martin to provide the Services, U.S. Foodservice
agrees to provide ample facilities capable of supporting the on-site
requirements dictated by the services offered in this contract.

          Section 7.3  Reserved

          Section 7.4   Reserved

          Section 7.5   Reserved

                                      -12-
<PAGE>

                                   ARTICLE 8
                              ADDITIONAL SERVICES

          Section 8.1  Additional Services

          U.S. Foodservice may from time to time, but is not required to,
request that Lockheed Martin perform Additional Services. Lockheed Martin shall
notify U.S. Foodservice within the time period specified in U.S. Foodservice's
request, or if no time period is specified, promptly after receipt of U.S.
Foodservice's request, as to whether Lockheed Martin desires to perform such
Additional Service. If Lockheed Martin desires to perform such Additional
Service, Lockheed Martin shall promptly provide U.S. Foodservice with an
Additional Services Proposal which, in any event, will include pricing that is
****. In the event U.S. Foodservice elects to have Lockheed Martin perform the
Additional Service, U.S. Foodservice and Lockheed Martin shall execute an
Additional Services Schedule. Lockheed Martin shall not begin performing any
Additional Service until an Additional Services Schedule has been executed by
both designated parties. Lockheed Martin shall not modify, without U.S.
Foodservice consent, (a) the composition of the Additional Services or (b) the
manner in which the Additional Services are provided or delivered, except as may
be necessary on a temporary basis to maintain the continuity of the Services.
U.S. Foodservice and Lockheed Martin shall perform their respective
responsibilities as required in the applicable Additional Services Schedule in
connection with any Additional Services.

                                   ARTICLE 9
                           PROJECT TEAM; MANAGEMENT;
                     CHANGE CONTROL AND STRATEGIC PLANNING

          Section 9.1  Lockheed Martin Project Executive

          Lockheed Martin shall appoint a Lockheed Martin Project Executive.
Lockheed Martin's appointment of any Lockheed Martin Project Executive shall be
subject to U.S. Foodservice's consent. The Lockheed Martin Project Executive
will always constitute a Key Employee for purposes of Section 9.3.

          Section 9.2  Reassignment or Termination

          If U.S. Foodservice reasonably and in good faith decides that any
Lockheed Martin personnel (including Lockheed Martin Agents) should not continue
in that position, U.S. Foodservice may then request reassignment of the Lockheed
Martin personnel by giving Lockheed Martin notice of the request and the reasons
therefor. To the extent that U.S. Foodservice's request relates to a good faith
belief by U.S. Foodservice that the confidentiality provisions of this Agreement
have been or may be violated, Lockheed Martin shall promptly remove the subject
of the request from the Project Staff.

                                      -13-
<PAGE>

          Section 9.3  Key Employees

          By the Agreement Date, Lockheed Martin shall deliver to U.S.
Foodservice the initial list of the Key Employees (Exhibit 4). Except for a
replacement or reassignment of a Key Employee due to a reassignment waiver
executed by U.S. Foodservice, Lockheed Martin shall (1) not reassign or replace
any Key Employee identified by the U.S. Foodservice Project Executive and the
Lockheed Martin Project Executive (or pursuant to the dispute resolution
procedures set forth in Article 20) as important to a particular project prior
to the time that such project is completed to the reasonable satisfaction of
U.S. Foodservice or (2) only replace or reassign a Key Employee after notice to
and agreement by U.S. Foodservice, which agreement by U.S. Foodservice will not
be unreasonably withheld.

          Section 9.4  Conduct of Lockheed Martin Personnel

          While at the Service Location, Lockheed Martin, its employees, and
Lockheed Martin Agents shall (1) comply with reasonable requests, standard rules
and regulations of U.S. Foodservice regarding personal and professional conduct
generally applicable to any such U.S. Foodservice service location and (2)
otherwise conduct themselves in a businesslike manner. In the event U.S.
Foodservice determines in good faith that a particular employee, or Lockheed
Martin Agent is not conducting himself or herself in accordance with this
Section 9.4, U.S. Foodservice may provide Lockheed Martin with notice and
documentation, in respect of such conduct. Upon receipt of such notice, Lockheed
Martin shall promptly (1) investigate the matter and take appropriate action
that may include (a)(i) removing him or her from the Project Staff, (ii)
providing U.S. Foodservice with prompt notice of such removal, and (iii)
replacing him or her with a similarly qualified individual; or (b) take other
appropriate action to prevent a reoccurrence. In the event there are repeated
violations of this Section 9.4 by a particular employee, or Lockheed Martin
Agent, Lockheed Martin shall promptly remove him or her from the Project Staff.

          Section 9.5  U.S. Foodservice Project Executive

          U.S. Foodservice shall appoint a U.S. Foodservice Project Executive.
U.S. Foodservice shall have the ability, in its sole discretion, to change from
time to time the individuals who serve in such capacities so long as Lockheed
Martin is informed within two business days of the change.

          Section 9.6  Management Committee

          Within 30 days of the Effective Date, U.S. Foodservice and Lockheed
Martin shall each appoint at least one representative, in addition to the
Lockheed Project Executive, U.S. Foodservice Project Executive to serve on a
management committee (the "Management Committee"). The titles and experience of
the Lockheed Martin representatives on the Management Committee shall be
reasonably acceptable to U.S. Foodservice. U.S. Foodservice shall designate one
of its representatives on the Management Committee to act as the chairperson of
the Management Committee. The Management Committee shall be authorized and
responsible for (1) advising with respect to U.S. Foodservice's strategic and
tactical decisions with respect to the establishment, budgeting and
implementation of U.S. Foodservice priorities and plans for information
technology and (2) monitoring and resolving disagreements regarding the
provision of the Services and the Service

                                      -14-
<PAGE>

Levels. Except as provided in Article 20, the Management Committee shall meet no
less frequently than quarterly and more frequently as requested by either party.
Any or all of U.S. Foodservice's members of the Management Committee may from
time to time designate someone else to attend any such meeting on their behalf.
The Management Committee shall have no authority to modify the Agreement without
independent action by a duly authorized representative of each party.

          Section 9.7  Planning

          At least once each Contract Year, the Management Committee will review
the agreed upon Service Levels and focus on, if applicable, U.S. Foodservice's
reasonable business requirements, including its desire for any increase in the
Service Levels and related capacity requirements, for the subsequent year, and
any Lockheed Martin recommendations in accordance with Sections 8.1 and 9.8. If
such review indicates (1) that the Service Levels need to be adjusted to meet
such business requirements, and Lockheed Martin determines in its reasonable
business judgment that, in order to meet such adjusted service levels,
additional hardware, Software, data/telecommunications services or other items
are needed (either as additions to, or replacements of, certain items within
U.S. Foodservice's then existing information technology environment), or (2)
that technology refreshes in the form of upgrades or otherwise in hardware,
Software or other items would be appropriate or desirable, then U.S. Foodservice
will determine whether it desires such additional items to be acquired. To the
extent that such additional items are so acquired, the parties will mutually
determine and agree on appropriate adjustments to the applicable Service Levels.
In addition, if and to the extent that Lockheed Martin can demonstrate to the
reasonable satisfaction of U.S. Foodservice that the then current Service Levels
will, within a period of time reasonably estimated by Lockheed Martin, no longer
be achievable due to the fact that certain hardware, Software or other items
material to the operation of U.S. Foodservice's then existing information
technology environment are (1) obsolete, (2) worn out, (3) incompatible with any
upgraded technology in use at U.S. Foodservice, (4) no longer commercially
supported by the applicable vendor, or (5) not reasonably sufficient to support
U.S. Foodservice's increased business requirements, then U.S. Foodservice will
determine whether it desires for such items to be replaced. As part of this
planning process, U.S. Foodservice and Lockheed Martin shall consider and
establish, if desired, Performance Goals ("Performance Goals") for Lockheed
Martin. These Performance Goals are intended to capitalize on Lockheed Martin
know-how and expertise, changes in technology, synergies and other similar
factors to maximize the quality and value of the Services delivered hereunder.
These Performance Goals may, but are not required to, provide for the sharing of
benefits or other incentives for Lockheed Martin in the event such Performance
Goals are met. The parties shall work together in good faith to establish any
such Performance Goals.

          Section 9.8  Change Control

          All Changes shall be controlled using a formal change control process
to be implemented by U.S. Foodservice and Lockheed Martin (the "Change Control
Procedures"). As part of the Designated Services, Lockheed Martin shall deliver
to U.S. Foodservice, for its review and approval, the Change Control Procedures
to be set forth in the Procedures Manual. All Changes shall be made pursuant to
the Change Control Procedures. The Change Control Procedures shall provide, at a
minimum that:

          (1) No change shall be implemented without U.S. Foodservice's prior
approval except as may be necessary on a temporary basis to maintain the
continuity of the Services.

                                      -15-
<PAGE>

          (2) With respect to all Changes to the Software, Machines or Services,
other than those made on a temporary basis to maintain the continuity of the
Services, Lockheed Martin shall (a) schedule all projects and Changes so as not
to interrupt U.S. Foodservice's business operations, (b) prepare and deliver to
U.S. Foodservice each month a rolling schedule for ongoing and planned Changes
for the next three-month period, and (c) monitor the status of Changes against
the applicable schedule.

          (3) With respect to any Change to the Software, Machines or Services,
made on a temporary basis to maintain the continuity of the Services, Lockheed
Martin shall document and provide to U.S. Foodservice notification (which may be
given orally provided that any oral notice must be confirmed in writing to U.S.
Foodservice within three business days) of the Change no later than the next
business day after the Change is made.

          (4) In the event of a conflict between the Change Control Procedures
and the provisions of Article 20, the provisions of Article 20 shall prevail.

          (5) Whenever a Change is proposed, the party proposing the Change
shall notify the other party in writing of its desire to implement the Change
and shall provide available information with respect to the specifications for
the Change, technical and cost justification for the Change, and desired
implementation date. Upon receipt of such notice, U.S. Foodservice and Lockheed
Martin shall assess the impact and desirability of the proposed Change,
including as appropriate, an equitable adjustment to the Designated Fees.

          Lockheed Martin shall update the Change Control Procedures as and when
appropriate, or upon the reasonable request of U.S. Foodservice, and shall duly
consider for incorporation therein any reasonable comments or suggestions made
by U.S. Foodservice. Lockheed Martin and U.S. Foodservice shall develop and
follow interim change control procedures substantially similar to those followed
by U.S. Foodservice as of the Effective Date until such time as Lockheed Martin
delivers the Change Control Procedures pursuant to this Section 9.8.

          Section 9.9  Meetings

          The parties will mutually determine an appropriate set of periodic
meetings to be held between representatives of U.S. Foodservice and Lockheed
Martin. At U.S. Foodservice's request, Lockheed Martin representatives will
physically attend such meetings. As appropriate, the notice pertaining to any
meeting will generally state the topics to be discussed at such meeting.

          Section 9.10  Reserved

                                      -16-
<PAGE>

                                   ARTICLE 10
                               PROPRIETARY RIGHTS

          Section 10.1  U.S. Foodservice Proprietary Software.

          U.S. Foodservice warrants that it has the right to provide, at no cost
to Lockheed Martin, and hereby grants to Lockheed Martin for the limited purpose
of providing the Services, a nonexclusive, nontransferable, royalty-free license
to the U.S. Foodservice Proprietary Software in order for Lockheed Martin to (1)
have access to and to use, the U.S. Foodservice Proprietary Software called for
in this agreement, (2) copy for archival purposes or as may otherwise be
required by this Agreement, and (3) modify as required solely for the purposes
of fulfilling Lockheed Martin's obligations as set forth in this Agreement;
provided, however, Lockheed Martin may not modify, decompile, disassemble or
otherwise reverse engineer the U.S. Foodservice Proprietary Software in any
manner, without U.S. Foodservice's prior consent. As of the Effective Date, U.S.
Foodservice shall, at no cost to Lockheed Martin, provide Lockheed Martin with a
list and copies of all U.S. Foodservice Proprietary Software then currently in
use by U.S. Foodservice. Upon termination of this Agreement for any reason, the
rights granted to Lockheed Martin in this Article 10 shall revert to U.S.
Foodservice consistent with the provisions of Exhibit 6 of this Agreement and
Lockheed Martin shall, at no cost to U.S. Foodservice, (1) deliver to U.S.
Foodservice a current copy of (a) the list of U.S. Foodservice Proprietary
Software in use as of the date of such termination of this Agreement and (b) all
of the U.S. Foodservice Proprietary Software in Lockheed Martin's possession on
the Termination Date of this Agreement and (2) destroy or erase all other copies
of the U.S. Foodservice Proprietary Software in the possession of Lockheed
Martin unless otherwise instructed in writing by U.S. Foodservice.

          Section 10.2  U.S. Foodservice Third Party Software

          Except for the U.S. Foodservice Customer Software, which is addressed
in Article 10, U.S. Foodservice shall use all commercially reasonable efforts so
that as of the Effective Date, Lockheed Martin shall have for the limited
purpose of providing the Services, a nonexclusive, nontransferable, royalty-free
license to the U.S. Foodservice Third Party Software in order for Lockheed
Martin to (1) have access to and to use, software of the type(s) called for in
this Agreement, (2) copy for archival purposes or as may otherwise be required
by this Agreement, and (3) modify as required solely for the purposes of
fulfilling Lockheed Martin's obligations as set forth in this Agreement,
provided, however, Lockheed Martin may not modify, decompile, disassemble or
otherwise reverse engineer the U.S. Foodservice Third Party Software in any
manner, without U.S. Foodservice's prior consent. As of the Effective Date, U.S.
Foodservice shall, at no cost to Lockheed Martin, provide Lockheed Martin with a
list and copies of all U.S. Foodservice Third Party Software then currently in
use by U.S. Foodservice. Upon termination of this Agreement for any reason, the
rights granted to Lockheed Martin in this Article 10 shall revert to U.S.
Foodservice consistent with the provisions of Exhibit 6, of this Agreement and
Lockheed Martin shall, at no cost to U.S. Foodservice, (1) deliver to U.S.
Foodservice a current copy of (a) the list of U.S. Foodservice Third Party
Software in use as of the date of such termination of this Agreement and (b) all
of the U.S. Foodservice Third Party Software in Lockheed Martin's possession on
the Termination Date of this Agreement and (2) destroy or erase all other copies
of the U.S. Foodservice Third Party Software in the possession of Lockheed
Martin unless otherwise instructed in writing by U.S. Foodservice.

                                      -17-
<PAGE>

          Section 10.3  U.S. Foodservice Customer Software

          U.S. Foodservice shall use all commercially reasonable efforts so that
as of the Effective Date, Lockheed Martin shall be able to use the U.S.
Foodservice Customer Software to the extent necessary to perform the Services.

          Section 10.4  Lockheed Martin Software

          Except as otherwise provided in this Agreement, all software and
related documentation listed in Exhibit 7 that are developed, licensed, or
otherwise acquired by or for Lockheed Martin in connection with the Services
provided hereunder to U.S. Foodservice on or after the Effective Date and during
the term of this Agreement shall be and shall remain the exclusive property of
Lockheed Martin, and U.S. Foodservice shall have no rights or interests in the
Lockheed Martin Software except as provided herein and in Exhibit 6 of this
Agreement. Except for the Transferred Third Party Software, Lockheed Martin
warrants that it has the right to utilize the Lockheed Martin Software to
perform the Services as contemplated by this Agreement.

          Section 10.5  Custom and Non-Custom Software

          With respect to Custom Software, such Custom Software shall be
regarded as work-made-for-hire and any such material shall, upon creation, be
owned and funded exclusively by U.S. Foodservice. To the extent that any such
material, under applicable law, may not be considered works made for hire,
Lockheed Martin (1) hereby assigns and transfers to U.S. Foodservice the
ownership of all rights, title and interests in such works and materials
(including copyrights, whether published or unpublished, and patents thereto);
(2) waives any rights or claims to such materials and works, including without
limitation any rights or claims to moral rights or rights of paternity and
integrity thereto; and (3) will execute all documents which U.S. Foodservice may
require to secure and/or confirm U.S. Foodservice's rights, titles and interests
hereunder. U.S. Foodservice hereby grants Lockheed Martin during the term a non-
exclusive, non-transferable right to use, copy, perform, modify, amend, and
update the Custom Software, and to produce derivative works therefrom, in
accordance with this Agreement for the benefit of U.S. Foodservice. As part of
the Designated Services, Lockheed Martin shall deliver to U.S. Foodservice, upon
U.S. Foodservice's request, a copy of the Custom Software (including related
source code). Upon the expiration of this Agreement or the termination of this
Agreement for any reason, the rights granted to Lockheed Martin in this Section
10.6 shall immediately revert to U.S. Foodservice and Lockheed Martin shall (1)
deliver to U.S. Foodservice, at no cost to U.S. Foodservice, a current copy of
all such Custom Software in the form in use as of the date of such expiration or
termination and (2) erase or destroy all other copies of the Custom Software in
Lockheed Martin's possession. With respect to software that is not developed
primarily to meet U.S. Foodservice's particular requirements or specifications
("Non-custom Software"), such Non-custom Software shall not be regarded as work-
made-for-hire, and no copyright shall be transferred to U.S. Foodservice other
than a license to use the Non-custom Software, in accordance with this Section
10.5.

                                      -18-
<PAGE>

          Section 10.6  Changes and Upgrades to Software

          Except as may be approved in advance by U.S. Foodservice, Lockheed
Martin may not make any changes or modifications to the U.S. Foodservice
Software. Except as may be approved by U.S. Foodservice, any changes or
modifications to the Lockheed Martin Software made by Lockheed Martin pursuant
to this Agreement shall not have an adverse impact on the functionality or
performance of the Systems except as may be necessary on an emergency basis to
maintain the continuity of the Services. Lockheed Martin shall be responsible,
at no cost to U.S. Foodservice, for any modification or enhancement to, or
substitution for, the Software used in connection with the Services necessitated
by (1) unauthorized changes by Lockheed Martin to the U.S. Foodservice Software
or (2) changes to the Systems Software or related operating environments.

          Section 10.7  Software Purchased by Lockheed Martin

          Lockheed Martin may purchase software from time to time under this
Agreement for use in providing the Designated Services. As part of the
Designated Services, Lockheed Martin shall make available to U.S. Foodservice
such software for use by U.S. Foodservice in connection with the Services.

          Section 10.8  Infringement

          In the event that the Services, the Lockheed Martin Software, or any
code or materials created or used under this Agreement by Lockheed Martin that
is contained in the Custom Software is found to be infringing upon the
proprietary rights of a third party, Lockheed Martin shall, at its own expense
(1) obtain the right to use the infringing material, (2) modify the software or
material so that it is no longer infringing, or (3) obtain and install
functionally similar software or materials that are not infringing.

          Section 10.9  Documentation

          All documentation, written materials, work papers, configurations,
manuals (including the Procedures Manual and the Change Control Procedures), and
other work product prepared by or on behalf of or otherwise used by Lockheed
Martin or Lockheed Martin Agents in connection with providing the Designated
Services shall be made available to U.S. Foodservice on a non-exclusive basis.
All documentation with respect to U.S. Foodservice Software shall be and will
remain the property of U.S. Foodservice.

          Section 10.10  Cooperation Upon Divestiture

          In the event of a divestiture of any business or business unit of U.S.
Foodservice, Lockheed Martin shall cooperate with U.S. Foodservice with respect
to, and shall not unreasonably withhold or delay consent to, Lockheed Martin's
transfer of any license or right to use Software or Lockheed Martin proprietary
or third party tools to the buyer or any other person or entity obtaining the
business or business unit.

                                      -19-
<PAGE>

          Section 10.11  Support/Source Code

          With respect to all Software used in providing the Services, except
for the U.S. Foodservice Software, Lockheed Martin shall keep in full force and
effect maintenance and support agreements relating to such software.

                                   ARTICLE 11
                            DATA RECORDS AND REPORTS

          Section 11.1  U.S. Foodservice Data

          All U.S. Foodservice Data is and shall remain the property of U.S.
Foodservice. U.S. Foodservice will provide instructions to Lockheed Martin from
time to time concerning U.S. Foodservice Data. The U.S. Foodservice Data shall
not without U.S. Foodservice's prior consent be (1) used by Lockheed Martin or
Lockheed Martin Agents other than in connection with providing the Services, (2)
disclosed, copied, sold, assigned, leased, or otherwise provided to third
parties by Lockheed Martin or Lockheed Martin Agents, or (3) commercially
exploited by or on behalf of Lockheed Martin or Lockheed Martin Agents. All U.S.
Foodservice Data processed by or stored in the System shall be kept confidential
and shall not be disclosed to anyone except employees of Lockheed Martin, and
Lockheed Martin Agents who have a "need to know" the same in order to further or
facilitate the performance of the Services and who are legally bound to respect
the confidentiality thereof

          Section 11.2  Correction of Errors

          As part of the Designated Services, Lockheed Martin shall promptly
correct at U.S. Foodservice's request and sole discretion any errors or
inaccuracies in the U.S. Foodservice Data and any reports excluding Software
Development and Maintenance caused by Lockheed Martin or Lockheed Martin Agents
and such correction shall not limit any other remedies that U.S. Foodservice may
be entitled to under this Agreement or at law Notwithstanding the foregoing,
Lockheed Martin shall not make any changes to the U.S. Foodservice Data without
U.S. Foodservice's prior approval. U.S. Foodservice is responsible for (1) the
accuracy and completeness of the U.S. Foodservice Data and (2) any errors or
inaccuracies in and with respect to data obtained from Lockheed Martin because
of any inaccurate or incomplete U.S. Foodservice Data.

          Section 11.3  Access to and Return of Data

          At any time and from time to time, as part of the Designated Services,
U.S. Foodservice shall be entitled to obtain any and all U.S. Foodservice Data
and U.S. Foodservice Customer Data which U.S. Foodservice may request, in any
supported format or media. To the extent that U.S. Foodservice requests such
data in a format or media that is different from that currently in use under
this Agreement, U.S. Foodservice and Lockheed Martin shall mutually agree upon
appropriate compensation for Lockheed Martin for the provision of such data in
the requested format or media, provided that, in any event, such pricing will be
****, including any conversion or interface format information, or similar type
information, that U.S. Foodservice may request or require. At no cost to U.S.
Foodservice, Lockheed Martin shall upon U.S. Foodservice's request at any time
before the
                                      -20-
<PAGE>

cessation of the Termination Assistance Services pursuant to this Agreement, (1)
promptly return to U.S. Foodservice, in the format and on the media requested by
U.S. Foodservice, all or the portion requested of the U.S. Foodservice Data and
(2) erase or destroy all or a portion of U.S. Foodservice Data in Lockheed
Martin's possession prior to the cessation of the Termination Assistance
Services. Archival records containing any U.S. Foodservice Data shall be
maintained in accordance with U.S. Foodservice's past practice or as such
practice is modified in the Procedures Manual and shall be used solely for
backup purposes and shall be returned or destroyed.

          Section 11.4  Reserved

                                   ARTICLE 12
                                    CONSENTS

          Each party shall be responsible for obtaining and bearing the costs
associated with their own Consents. U.S. Foodservice and Lockheed Martin shall
cooperate with one another in obtaining the Consents. Lockheed Martin and U.S.
Foodservice shall assist one another with the obtaining of consents including,
but not limited to, those relating to Software and Machines.

                                   ARTICLE 13
                        FORCE MAJEURE; DISASTER RECOVERY

          Section 13.1  Force Majeure

          Any failure or delay by U.S. Foodservice or Lockheed Martin in the
performance of its obligations pursuant to this Agreement shall not be deemed a
default of this Agreement or a ground for termination hereunder (except as
otherwise provided in this Article 13) to the extent such failure or delay is a
Force Majeure Event. The occurrence of a Force Majeure Event does not limit or
otherwise affect Lockheed Martin's obligation to provide either normal recovery
procedures or any disaster recovery services described in this Article 13. The
occurrence of a Force Majeure Event in respect of another customer of Lockheed
Martin does not constitute a Force Majeure Event under this Agreement except to
the extent such customer and U.S. Foodservice experience the same Force Majeure
event at a site shared by U.S. Foodservice and such customer. The party delayed
by a Force Majeure Event shall immediately notify the other party by telephone
(to be confirmed in a written notice within **** hours of the inception of such
delay) of the occurrence of a Force Majeure Event and describe in reasonable
detail the nature of the Force Majeure Event and the party whose performance is
delayed or suspended shall use its best efforts to resume performance of its
obligations hereunder as soon as feasible. If any Force Majeure Event prevents,
hinders, or delays performance of any Service necessary for the performance of
Critical Services for more than **** hours, U.S. Foodservice may, upon notice to
Lockheed Martin, procure the Services from an alternate source. U.S. Foodservice
shall be excused from paying any fees for services which Lockheed Martin is
unable to render during such Force Majeure Event and Lockheed Martin shall be
liable to U.S. Foodservice for the amount by which the sum of U.S. Foodservice's
payments to such alternate source and to Lockheed Martin with respect to
services rendered in such Force Majeure Event period exceed what U.S.
Foodservice would have paid Lockheed Martin during such period for the provision
of the Services under this Agreement. If any Force Majeure Event prevents,
hinders or delays performance of the Services necessary or the performance of
Critical Services for more than ****, U.S. Foodservice may terminate this

                                      -21-
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Agreement (without regard to any cure rights that Lockheed Martin might
otherwise have under this Agreement) without limitation as to any other remedies
that U.S. Foodservice may be entitled to under this Agreement or at law. The
occurrence of a Force Majeure Event does not limit or otherwise affect Lockheed
Martin's obligation to provide either normal business continuation procedures or
any other disaster recovery services as described in Article 13.3.

          Section 13.2  Allocation of Resources

          Whenever a Force Majeure Event causes Lockheed Martin to allocate
limited resources between or among Lockheed Martin's customers and affiliates,
U.S. Foodservice shall receive at least the same priority in respect to such
allocation as any of Lockheed Martin's other customers receiving substantially
similar services and Lockheed Martin's affiliates.

          Section 13.3  Disaster Recovery

          As part of the Designated Services, Lockheed Martin shall (1) as soon
as practicable prior to the Effective Date submit to U.S. Foodservice for its
approval and, upon U.S. Foodservice's approval, implement a detailed Disaster
recovery plan for fulfillment of Lockheed Martin's obligations set forth in
Exhibit 1a, Attachment 1, Clause 7 with respect to U.S. Foodservice's
operations, (2) update the Disaster recovery plan as appropriate, (3) Exercise
the current disaster recovery plan and report on adjustments required within the
plan annually, (4) implement the Disaster recovery plans upon the declaration of
a Disaster by either party and (5) have a contract with a provider of backup
processing services during the Term. Until such time as the Disaster recovery
plan is approved by U.S. Foodservice, as part of the Designated Services,
Lockheed Martin shall keep in place the U.S. Foodservice disaster recovery plan
in effect as of the Effective Date. The purpose of the Disaster recovery plan is
to protect U.S. Foodservice in the event of a Disaster. As part of the
Designated Services, Lockheed Martin shall at least once each Contract Year,
update and test the operability of the Disaster recovery plan in effect at that
time and in the event of a Disaster, shall implement the procedures set forth in
the Disaster Recovery Plan. The Disaster recovery plan shall identify a backup
facility or facilities that can provide the Services in the event of a Disaster
(the "Backup Facility"). The Backup Facility shall be sufficiently distant from
the Service Location so that a single event would not compromise the Service
Location and the Backup Facility simultaneously. In the event (1) Backup
Facilities (e.g., operating systems) are not operational within **** hours of
the declaration of a Disaster by either party, (2) Critical Services are not
operational within **** hours of the declaration of a Disaster or (3) Critical
Services are not provided in accordance with the Service Levels within ****
hours of the declaration of a Disaster, U.S. Foodservice may terminate the
Agreement (without regard to any cure rights that Lockheed Martin might
otherwise have under this Agreement) without limitation as to any other remedies
that U.S. Foodservice may be entitled to under this Agreement or at law. If the
Designated Services under this Agreement are not available to U.S. Foodservice
within this time period, or if the Designated Services are provided by Lockheed
Martin's disaster recovery provider for more than ****, U.S. Foodservice may
terminate this Agreement without penalty upon written notice to Lockheed Martin
specifying the termination date in accordance with Section 21.2. In addition, if
U.S. Foodservice operations are adversely affected as a result of a material
degradation in service levels during the period in which Services are provided
by Lockheed Martin disaster recovery provider, there shall be an equitable
adjustment to Lockheed Martin's charges under this Agreement for such period.
Lockheed Martin shall demonstrate to U.S. Foodservice's satisfaction that the
Critical Services can run at current transaction rates and schedules and at the
Service Levels at the Backup Facility. As part of the Designated Services, the
Disaster recovery plan shall provide that access from
                                      -22-
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U.S. Foodservice's locations to the Backup Facility shall be through direct data
communications links (the number of access lines will be agreed upon) and will
not pass through the primary data center complex. Lockheed Martin shall maintain
throughout the Term, a backup power supply system to guard against electrical
outages.

                                   ARTICLE 14
                                    PAYMENTS

          Section 14.1  Designated Fees

          In consideration of Lockheed Martin providing the Designated Services,
U.S. Foodservice shall pay to Lockheed Martin the Designated Fees per Exhibit 8.
For purposes of this Agreement, "as part of the Designated Services" means that
such services or deliverables are included in the Designated Fees.

          Section 14.2  ****

          ****

          Section 14.3  Additional Services Fees

          In consideration of Lockheed Martin providing the Additional Services,
U.S. Foodservice shall pay to Lockheed Martin the Additional Services Fees,
****.

          Section 14.4  Expenses

          All expenses relating to the Designated Services shall be reimbursed
according to the provisions in Exhibit 8.

          Section 14.5  Proration

          All periodic fees or charges under this Agreement are to be computed
on a calendar month basis and shall be prorated on a per diem basis for any
partial month.

                                      -23-
<PAGE>

          Section 14.6  Unused Credits

          Any unused credits against future payments owed to either party by the
other pursuant to this Agreement shall be paid to the applicable party within 30
days of the expiration or termination of this Agreement for any reason.

          Section 14.7  Performance Credits

          In the event Lockheed Martin fails to meet any of the Service Levels
applicable to the Critical Services, Lockheed Martin shall pay to U.S.
Foodservice the applicable Performance Credits in accordance with Exhibit 8,
Section III(5). The Performance Credits represent negotiated amounts on the
basis of reduced service levels and shall not be deemed or construed as a
measure of damages. Any performance credit shall be made without limitation of
any of U.S. Foodservice's other rights or remedies. In addition to the above,
Lockheed Martin and Lockheed Martin Agents shall cooperate with U.S.
Foodservice, its customers, licensees and others to respond to U.S. Foodservice
and others complaints or concerns in connection with Lockheed Martin's
performance or non-performance of Services under this Agreement and shall
effectuate a prompt work around or other solution to the extent necessary to
address these concerns satisfactorily.

          Section 14.8  Offsets

          U.S. Foodservice may set off any amounts owed to U.S. Foodservice as a
credit against the Fees payable by U.S. Foodservice to Lockheed Martin. Lockheed
Martin may set off any amounts owed to U.S. Foodservice as a credit against any
amounts payable to U.S. Foodservice. Any such offsets shall be preceded by a
notice to the other party with the details of the setoff end a general statement
of the reason for it.

          Section 14.9  Adjustment for Cost Savings From Technological
     Advancements

          If technology changes materially reduce Lockheed Martin's costs in
providing the Services to U.S. Foodservice, Lockheed Martin shall promptly
notify U.S. Foodservice of such reduction and shall renegotiate this Agreement
in good faith to share the benefit of those reduced costs with U.S. Foodservice.
In the event that Lockheed Martin's charges to U.S. Foodservice are reduced
pursuant to this Section based on an expectation of future cost savings to
Lockheed Martin from technology changes and such expected future cost savings do
not materialize, Lockheed Martin's charges will be subject to further equitable
adjustment, as agreed to by the parties, to account for the cost savings which
do not materialize.

                                   ARTICLE 15
                         PAYMENT SCHEDULE AND INVOICES

          Section 15.1  Designated Fees

          Lockheed Martin shall provide U.S. Foodservice with an invoice for the
Designated Fees on or before the tenth day of the month for each month in which
the Designated Services are to be provided.

                                      -24-
<PAGE>

          Section 15.2  Detailed Invoices

          Lockheed Martin shall provide invoices with sufficient detail as
reasonably requested by U.S. Foodservice in order to permit reconciliation of
the fees charged.

          Section 15.3  Time of Payment

          Any sum due Lockheed Martin pursuant to this Agreement for which
payment is not otherwise specified shall be due and payable 30 days after
receipt by U.S. Foodservice of an invoice from Lockheed Martin.

          Section 15.4  Special Payments

          Notwithstanding the payment provisions of Sections 15.1 and 15.3,
Lockheed Martin will submit to U.S. Foodservice not later than the twentieth day
in December of each calendar year an operational fee invoice for services
performed in December.  U.S. Foodservice agrees to receive, accept, and make
payment to Lockheed Martin for such invoice prior to December 31 of each
respective calendar year.

          Section 15.5  Late Payments

          Any sum due Lockheed Martin pursuant to this Agreement that is not
paid within 5 days of the date on which payment is due shall bear interest from
the expiration of such 5-day grace period until the date such sum is paid at the
lesser of 1 percent per month or the maximum rate of interest allowed by
applicable law.

          Section 15.6  Method of Payment

          Lockheed Martin will provide U.S. Foodservice bank routing
information. All payments are to be via Electronic Funds Transfer, unless
otherwise agreed to in writing by the parties.

                                   ARTICLE 16
                                     TAXES

          (1) The fees paid to Lockheed Martin are inclusive of any applicable
sales, use, or other taxes attributable to periods on or after the applicable
Effective Date based on or measured by Lockheed Martin's cost in acquiring or
providing equipment, materials, supplies, or services furnished or used by
Lockheed Martin in performing or furnishing the Services. All use taxes, if any,
due on Lockheed Martin Machines and Lockheed Martin Software and sales or use
tax, if any, due on Lockheed Martin's purchase of assets and assumption of
liabilities from U.S. Foodservice hereunder are the responsibility of Lockheed
Martin.

          (2) In the event that a sales tax or any other tax is assessed which
U.S. Foodservice is legally obligated to pay as a consumer of the Services,
however levied or assessed, the parties will each be responsible for payment of
fifty percent (50%) of any such tax.  Lockheed Martin shall inform U.S.
Foodservice immediately upon its receipt of notice of any kind that any such
sales,

                                      -25-
<PAGE>

use, excise or service tax is due or has been assessed on the provision of the
Services. In such event, Lockheed Martin and U.S. Foodservice shall jointly
determine whether any such tax or assessment shall be paid, compromised,
litigated or appealed and shall jointly determine appropriate matters with
respect to procedure, compromise, defense, or appeal or any other aspects of any
such tax or assessment concerning its liability.

          (3) In the event any taxes are assessed, including a gross up thereon,
on the provision of the Services resulting from either party relocating or
rerouting the delivery of Services at a requesting party's direction to, from,
or through a location other than the Service Location used to provide the
Services as of the Effective Date, such taxes shall be paid by the requesting
party.  The parties acknowledge and agree that the proposed relocation of the
Services to Lockheed Martin's Orlando, Florida data center is at Lockheed
Martin's request and direction.

          (4) U.S. Foodservice and Lockheed Martin each shall bear sole
responsibility for all taxes, assessments, and other real property related
levies on their respective owned or leased real property.

          (5) U.S. Foodservice and Lockheed Martin shall cooperate to segregate
the Fees into the following separate payment streams for sales tax purposes: (a)
those for taxable Services; (b) those for nontaxable Services; (c) those for
which a sales, use, or other similar tax has already been paid; and (d) those
for which Lockheed Martin functions merely as a paying agent for U.S.
Foodservice in receiving goods, supplies, or services (including leasing and
licensing arrangements) that otherwise are nontaxable or have previously been
subject to tax.

          (6) U.S. Foodservice and Lockheed Martin shall reasonably cooperate
with each other to more accurately determine each party's tax liability and to
minimize such liability to the extent legally permissible. In addition, the
parties shall cooperate with one another to prorate taxes, or otherwise provide
appropriate credit, as required to properly reflect the provisions contained
herein.

          (7) U.S. Foodservice and Lockheed Martin shall provide and make
available to the other any resale certificates, information regarding out-of-
state sales or use of equipment, materials, or services, and other exemption
certificates or information reasonably requested by either party.

                                   ARTICLE 17
                                  AUDIT RIGHTS

          Section 17.1  Fees

          Upon reasonable notice from U.S. Foodservice, Lockheed Martin shall
provide U.S. Foodservice and U.S. Foodservice's Agents with access to such
financial records and supporting documentation as may be reasonably requested by
U.S. Foodservice and U.S. Foodservice may audit the Fees charged to U.S.
Foodservice to determine that such Fees are accurate and in accordance with this
Agreement.

                                      -26-
<PAGE>

          Section 17.2  Other Audits and Inspections

          U.S. Foodservice shall be entitled to audit and inspect the Services
and facilities being provided pursuant to this Agreement by Lockheed Martin with
five (5) days notice and inspection to be conducted during normal working hours;
provided, however, that U.S. Foodservice shall not be entitled to audit or
inspect (a) services and facilities that have no impact on U.S. Foodservice's
data or processing, (b) data or information of other customers of Lockheed
Martin, or (c) (except as provided pursuant to Section 17.1) financial,
                                               ------------
personnel or similar records of Lockheed Martin.  Such audits and inspections
will include, as appropriate, audits of (i) application and operating systems,
(ii) operating software maintenance practices and procedures, (iii) general
controls and security practices and procedures, and (iv) disaster recovery and
back-up procedures.  Lockheed Martin will provide to such auditors and
inspectors as U.S. Foodservice designates in writing reasonable access to the
Lockheed Martin facilities at which Lockheed Martin is performing the Services,
to Lockheed Martin's personnel, to the U.S. Foodservice data, and to reasonable
related documentation for the purpose of performing such audits and inspections.
Lockheed Martin will provide to such auditors and inspectors such assistance
that they reasonably require in connection therewith, including installing and
operating audit software.  The parties will review any report of U.S.
Foodservice's auditors and work together in good faith to mutually agree on any
appropriate adjustments to Lockheed Martin's operating practices and procedures.

          Section 17.3  Record Retention

          As part of the Designated Services, Lockheed Martin shall (1) retain
records and supporting documentation sufficient to document the Services and the
Fees paid or payable by U.S. Foodservice under this Agreement in accordance with
all laws and regulations applicable to U.S. Foodservice or its customers and (2)
upon notice from U.S. Foodservice, provide U.S. Foodservice and U.S. Foodservice
Agents with reasonable access to such records and documentation.

          Section 17.4  Overcharges/Undercharges

          If any audit or examination reveals that Lockheed Martin's invoices
for the audited period have resulted in any overcharge to U.S. Foodservice,
Lockheed Martin shall promptly reimburse U.S. Foodservice for the amount of any
overcharge, implement measures to prevent reoccurrence and, if the overcharge
exceeds amounts due hereunder by ten percent (10%) or more, promptly reimburse
U.S. Foodservice for the cost of the audit.  If any audit or examination reveals
that Lockheed Martin's invoices for the audited period have resulted in any
undercharge to U.S. Foodservice, U.S. Foodservice shall promptly pay Lockheed
Martin for the amount of any undercharge to the extent, if any, that the amount
of such undercharge exceeds the cost of the audit.

                                      -27-
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                                   ARTICLE 18
                                CONFIDENTIALITY

          Section 18.1  General Obligations

          All Confidential Information relating to a party shall be held in
confidence by the other party. Neither party shall disclose, publish, release,
transfer, or otherwise make available Confidential Information of the other
party in any form to, or for the use or benefit of, any person or entity without
the other party's consent. Each party shall, however, be permitted to disclose
relevant aspects of the other party's Confidential Information to its officers,
agents, subcontractors, and employees and to the officers, agents,
subcontractors, and employees of its corporate affiliates or subsidiaries to the
extent that such disclosure is reasonably necessary for the performance of its
duties and obligations under this Agreement; provided, however, that such party
shall take all necessary measures to ensure that Confidential Information of the
other party is not disclosed, duplicated or used in contravention of the
provisions of this Agreement by such officers, agents, subcontractors, and
employees. The obligations in this Article 18.1 shall not apply with respect to
information that (1) is developed by the other party without violating the
disclosing party's proprietary rights, (2) is or becomes publicly known (other
than through unauthorized disclosure), (3) is disclosed by the owner of such
information to a third party free of any obligation of confidentiality, (4) is
already known by such party without an obligation of confidentiality other than
pursuant to this Agreement or any confidentiality agreements entered into before
the Effective Date between U.S. Foodservice and Lockheed Martin, or (5) is
rightfully received by a party free of any obligation of confidentiality.

          Section 18.2  U.S. Foodservice Confidential Information

          All U.S. Foodservice Confidential Information shall be held in
confidence by Lockheed Martin. Lockheed Martin shall not disclose, publish,
release, transfer, or otherwise make available U.S. Foodservice Confidential
Information in any form to, or for the use or benefit of, any person or entity.
Lockheed Martin shall, however, be permitted to disclose relevant aspects of the
U.S. Foodservice Confidential Information to its employees and Lockheed Martin
Agents to the extent that such disclosure is reasonably necessary for the
performance of its duties and obligations under this Agreement; provided,
however, that Lockheed Martin shall take all necessary measures to ensure that
U.S. Foodservice Confidential Information is not disclosed, duplicated or used
in contravention of the provisions of this Agreement by such employees or
Lockheed Martin Agents. The obligations in this Article 18.2 shall not apply
with respect to information that (1) is developed by Lockheed Martin without
violating the U.S. Foodservice's proprietary rights, (2) is or becomes publicly
known (other than through unauthorized disclosure), (3) is disclosed by the
owner of such information to a third party free of any obligation of
confidentiality, (4) is already known by Lockheed Martin without an obligation
of confidentiality other than pursuant to this Agreement or any confidentiality
agreements entered into before the Effective Date between U.S. Foodservice and
Lockheed Martin, or (5) is rightfully received by a party free of any obligation
of confidentiality.

                                      -28-
<PAGE>

          Section 18.3  Legal Action

          Lockheed Martin shall (1) notify U.S. Foodservice promptly of any
material unauthorized possession, use, or knowledge, or attempt thereof, of the
U.S. Foodservice Confidential Information by any person or entity that may
become known to Lockheed Martin, (2) promptly furnish to U.S. Foodservice full
details of the unauthorized possession, use, or knowledge, or attempt thereof,
and use reasonable efforts to assist U.S. Foodservice in investigating or
preventing the recurrence of any unauthorized possession, use, or knowledge, or
attempt thereof, of U.S. Foodservice Confidential Information or the U.S.
Foodservice Confidential Information, (3) use reasonable efforts to cooperate
with U.S. Foodservice in any litigation and investigation against third parties
deemed necessary by U.S. Foodservice to protect its proprietary rights, and (4)
promptly use all reasonable efforts to prevent a recurrence of any such
unauthorized possession, use, or knowledge of U.S. Foodservice Confidential
Information or U.S. Foodservice Confidential Information. U.S. Foodservice shall
(1) notify Lockheed Martin promptly of any material unauthorized possession,
use, or knowledge, or attempt thereof, of the Lockheed Martin Confidential
Information by any person or entity that may become known to U.S. Foodservice,
(2) promptly furnish to Lockheed Martin full details of the unauthorized
possession, use, or knowledge, or attempt thereof, and use reasonable efforts to
assist Lockheed Martin in investigating or preventing the recurrence of any
unauthorized possession, use, or knowledge, or attempt thereof, of Lockheed
Martin Confidential Information, (3) use reasonable efforts to cooperate with
Lockheed Martin in any litigation and investigation against third parties deemed
necessary by Lockheed Martin to protect its proprietary rights, and (d) promptly
use all reasonable efforts to prevent a recurrence of any such unauthorized
possession, use, or knowledge of Lockheed Martin Confidential Information. Each
party shall bear the costs it incurs as a result of compliance with this Section
18.3.

          Section 18.4  Reserved

          Section 18.5  Disclosure Protection

          The obligations in this Article 18 shall not restrict any disclosure
by either party pursuant to any applicable law, or by order of any court or
government agency provided that the disclosing party shall give prompt notice to
the nondisclosing party of any such proposed disclosure and the nondisclosing
party will be given as much time as possible before disclosure to seek a
protective order or other appropriate relief. The disclosing party shall
cooperate with the nondisclosing party's efforts to preclude, quash, limit, or
impose protective orders on such disclosure or with respect to any other
appropriate action taken by the nondisclosing party.  In addition, U.S.
Foodservice or its Affiliates may file this Agreement with the Securities and
Exchange Commission in the event that U.S. Foodservice determines in good faith
that such disclosure is required.

                                   ARTICLE 19
                    REPRESENTATIONS AND WARRANTIES; COVENANT

          Section 19.1  U.S. Foodservice

          U.S. Foodservice represents and warrants that:

          (l) It is a corporation duly incorporated, validly existing, and in
good standing under the laws of Delaware.

                                      -29-
<PAGE>

          (2) It has all requisite corporate power and authority to execute,
deliver, and perform its obligations under this Agreement.

          (3) U.S. Foodservice is duly licensed, authorized, or qualified to do
business and is in good standing in every jurisdiction in which a license,
authorization, or qualification is required for the ownership or leasing of its
assets or the transaction of business of the character transacted by it except
where the failure to be so licensed, authorized, or qualified would not have a
material adverse effect on U.S. Foodservice's ability to fulfill its obligations
under this Agreement.

          (4) The execution, delivery, and performance of this Agreement have
been duly authorized by U.S. Foodservice.

          (5) U.S. Foodservice shall comply with all applicable federal, state,
and local laws and regulations applicable to U.S. Foodservice and shall obtain
all applicable permits and licenses required of U.S. Foodservice in connection
with its obligations under this Agreement.

          (6) U.S. Foodservice has not disclosed any Lockheed Martin
Confidential Information in breach of this Agreement.

          (7) The U.S. Foodservice Proprietary Software does not and will not
infringe upon the proprietary rights of any third party (except such
infringements as may result from modifications by Lockheed Martin or Lockheed
Martin Agents).

          Section 19.2  Lockheed Martin

          Lockheed Martin represents and warrants that:

          (1) It is a corporation duly incorporated, validly existing, and in
good standing under the laws of Maryland.

          (2) It has all requisite corporate power and authority to execute,
deliver, and perform its obligations under this Agreement.

          (3) Lockheed Martin is duly licensed, authorized, or qualified to do
business and is in good standing in every jurisdiction in which a license,
authorization, or qualification is required for the ownership or leasing of its
assets or the transaction of business of the character transacted by it except
where the failure to be so licensed, authorized, or qualified would not have a
material adverse effect on Lockheed Martin's ability to fulfill its obligations
under this Agreement.

          (4) The execution, delivery, and performance of this Agreement have
been duly authorized by Lockheed Martin.

          (5) Lockheed Martin shall comply with all applicable federal, state,
and local laws and regulations applicable to Lockheed Martin and shall obtain
all applicable permits and licenses required of Lockheed Martin in connection
with its obligations under this Agreement.

          (6) Lockheed Martin has not disclosed any U.S. Foodservice
Confidential Information or U.S. Foodservice Confidential Information in breach
of this Agreement.

                                      -30-
<PAGE>

          (7) The Lockheed Martin Proprietary Software does not and will not,
and the Custom Software and the Services will not, infringe upon the proprietary
rights of any third party.

          (8) It is either the owner or authorized by the owner of the Lockheed
Martin Machines to use such Lockheed Martin Machines in accordance with the
terms of this Agreement.

          (9) There is no suit, action, arbitration or other legal or
administrative proceeding or investigation existing, pending or, to Lockheed
Martin's knowledge, threatened against or relating to Lockheed Martin that would
impact the ability of Lockheed Martin to enter into or perform its obligations
under this Agreement.

          (10) (a)  Lockheed Martin has, and each of the Lockheed Martin Agents
has, the necessary knowledge, skills, experience, qualifications, rights and
resources to provide and perform the Services in accordance with the Agreement;
(b) Lockheed Martin has successfully provided and performed the Services or
services that are substantially equivalent to the Services for other customers
of Lockheed Martin; (c) the Services will be performed for U.S. Foodservice in a
diligent, professional, workmanlike manner in accordance with industry standards
applicable to the performance of such Services; and (d) the Systems Software is
capable of performing the Services in accordance with the provisions of this
Agreement.

          Section 19.3  DISCLAIMER

          EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER
REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE SERVICES, THE SOFTWARE, OR THE
SYSTEMS AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE IN RESPECT OF THE SERVICES, THE SOFTWARE, AND THE SYSTEMS.

          Section 19.4  Non-Competition Covenant

          Due to the trade secret nature of the U.S. Foodservice Proprietary
Software and the access Lockheed Martin will have to other U.S. Foodservice
Proprietary Information, Lockheed Martin hereby covenants and agrees, for the
term of this Agreement and **** thereafter, that it shall not (a) assign or
otherwise authorize any Lockheed Martin Project Staff member (other than non-
management data center personnel who do not have access to U.S. Foodservice
Confidential Information) to perform any professional or consulting services of
any nature for, or (b) license, disclose or otherwise make available any U.S.
Foodservice Proprietary Software to, any other entity engaged in the
distribution of food products on a statewide, regional or nationwide basis.

                                      -31-
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                                   ARTICLE 20
                               DISPUTE RESOLUTION

          Section 20.1  Project Executives

          All disputes shall be referred to the Lockheed Martin Project
Executive and the U.S. Foodservice Project Executive. If the U.S. Foodservice
Project Executive and the Lockheed Martin Project Executive are unable to
resolve the dispute within 10 business days after referral of the matter to
them, the parties shall submit the dispute to the Management Committee for
immediate review and resolution.

          Section 20.2  Management Committee

          As part of its duties, the Management Committee shall initially meet
within five business days of notice of a dispute under this Agreement. The
Management Committee shall consider disputes in the order such disputes are
brought before it. In the event the Management Committee is unable to resolve a
dispute within 10 business days of the date of the meeting during which such
dispute was considered, the Management Committee shall immediately notify the
senior management of each party pursuant to Section 20.3.

          Section 20.3  Senior Management

          Either party may, upon notice and within 10 business days of receipt
of a notice from the Management Committee pursuant to Section 20.2, elect to use
a nonbinding resolution procedure whereby each presents its case at a hearing
before a panel consisting of a senior executive of each of the parties and, if
such executives can agree upon such an individual, a mutually acceptable neutral
adviser. If a party elects to use the procedure set forth in this Section 20.3,
the other party shall participate. The hearing shall occur no more than 10
business days after a party serves notice to use the procedure set forth in this
Section 20.3. Each party may be represented at the hearing by attorneys. If the
matter cannot be resolved at such hearing by such senior executives, a neutral
adviser, if one has been agreed upon, may be asked to assist such senior
executives in evaluating the strengths and weaknesses of each party's position
on the merits of the dispute. Thereafter, such senior executives shall meet
within five business days and try again to resolve the matter. If the matter
cannot be resolved at such meeting, such senior executives shall inform their
respective senior management and the proceedings occurring pursuant to this
Section 20.3 shall have been without prejudice to the legal position of either
party. The parties shall each bear their respective costs incurred in connection
with the procedures set forth in this Section 20.3, except that they shall share
equally the fees and expenses of the neutral advisor, if any, and the cost of
the facility for the hearing.

          Section 20.4  Arbitration

          Lockheed Martin and U.S. Foodservice stipulate and agree that if they
are unable to resolve any dispute as contemplated by this Article 20, then such
dispute shall be resolved by final and binding arbitration by a panel of three
arbitrators in accordance with and subject to the Commercial Arbitration Rules
of the American Arbitration Association ("AAA") then in effect as modified
herein. Following notice of a party's election to require arbitration, each
party shall within thirty

                                      -32-
<PAGE>

days select and identify in writing to the other party one arbitrator, and those
two arbitrators shall within thirty days thereafter select a third arbitrator.
If the two arbitrators are unable to agree on a third arbitrator within thirty
days, the AAA shall within thirty days thereafter select such third arbitrator.
The arbitrators shall be impartial and disinterested and unless otherwise
mutually agreed shall be U.S. citizens who are active or retired (1) lawyers or
professionals familiar with food distribution and/or data processing technology
and services and/or software development services, or (2) active or former
officers or management employees of food distribution and/or data processing
firms and/or software development companies. The person selected by the two
respective arbitrators appointed by the parties (or, if they are unable to
agree, AAA) shall be the umpire or chief arbitrator and must be a lawyer.

          Discovery as permitted by the Federal Rules of Civil Procedure then in
effect shall be allowed in connection with the arbitration to the extent
consistent with the purpose of the arbitration and as allowed by the
arbitrators. The arbitration shall be conducted in Maryland.

          With respect to any matter brought before the arbitrators or in
accordance with the provisions of this Section 20.4, the arbitrators shall make
a decision having regard to the intentions of the parties, the terms of this
Agreement, and custom and usage of the food distribution and data processing
industry. Such decisions shall be in writing and shall state the findings of
fact and conclusions of law upon which the decision is based and may include an
order enjoining any party to take or refrain from taking specific action with
respect to the matter in dispute, provided that such decision may not:

          (1) award Consequential Damages except as permitted by this Agreement;
or

          (2) include a suspension of this Agreement or any provisions hereof.

          The award may include interest from the date of any damages incurred
for breach or other violation of this Agreement at a rate to be fixed by the
arbitrators.

          The decision shall be based exclusively upon the evidence presented by
the parties at a hearing in which evidence shall be allowed. The arbitrators
shall have the authority to include in such award a decision binding upon the
parties, enjoining them to take or refrain from taking specific action with
respect to the matter in dispute or disagreement.

          The parties agree that the arbitrators shall be required to render
their decision in writing within thirty days of the conclusion of the
proceedings, unless such time shall be extended by mutual agreement of the
parties. The award of the arbitrators shall be final and binding on the parties
and the parties hereby irrevocably exclude any right of application or appeal to
any court in any jurisdiction whatsoever in connection with any question arising
in the course of any arbitration or in respect of any award made, but only to
the extent that the award of the arbitrators complies with this Section 20.4.

          Judgment upon the award rendered in any arbitration may be entered in
any court of competent jurisdiction, or application may be made to such court
for a judicial acceptance of the award and an enforcement, as the law of South
Carolina may require or allow.

          The cost of the arbitration shall be borne equally by the parties
pending the arbitrators' award. Each party shall bear its own expenses and
attorneys' fees. The prevailing party in any arbitration proceeding hereunder
shall be entitled, in addition to such other relief as may be granted, to

                                      -33-
<PAGE>

recover the portion of the costs of the arbitration (excluding the prevailing
party's attorneys' fees and expenses) incurred by that party in connection with
arbitration under this Agreement prior to the award.

          The fact that arbitration is or may be allowed shall not impair the
exercise of any termination rights under this Agreement.

          Section 20.5  Exceptions

          The provisions of this Article 20 shall not apply to (1) actions for a
temporary restraining order, preliminary injunction or other equitable relief,
or (2) disputes relating to breach of the confidentiality, non-disclosure, trade
secret or similar provisions of this Agreement.

          Section 20.6  Continuity of Services

          U.S. Foodservice and Lockheed Martin each acknowledge that the
provision of the Services is critical to the business and operations of U.S.
Foodservice and Lockheed Martin. Accordingly, in the event of a dispute between
U.S. Foodservice and Lockheed Martin pursuant to which U.S. Foodservice in good
faith believes it is entitled to withhold payment or for which either party in
good faith believes payment is due, Lockheed Martin shall continue to provide
the Services and U.S. Foodservice shall continue to pay Lockheed Martin the Fees
due as set forth in Article 15.

                                   ARTICLE 21
                                  TERMINATION

          Section 21.1  Termination for Convenience

          U.S. Foodservice may, at its sole discretion terminate this Agreement
at any time during the Term without cause upon at least 180 days notice to
Lockheed Martin and in accordance with Exhibit 9.

          Section 21.2  Termination for Cause

          If either U.S. Foodservice or Lockheed Martin (1) fails to perform any
of its material obligations or breaches any representations under this Agreement
and such failure is not cured within 30 days after written notice is given to
the defaulting party specifying the nature of the default or (2) repeatedly
fails to perform any of its material obligations, or breaches any
representations under this Agreement regardless of whether such failures or
breaches are cured, the nondefaulting party may, upon further notice to the
defaulting party, terminate this Agreement as of the date specified in such
notice of termination; provided, however, that, if, after the defaulting party's
commercially reasonable efforts such default could not be cured within such 30-
day period (e.g., in the event of a breach of the confidentiality provisions
contained herein), the nondefaulting party may then, by giving notice to the
defaulting party, terminate this Agreement as of the date specified in such
notice of termination.  In addition, U.S. Foodservice may terminate this
Agreement in accordance with the provisions of Section 13.3.

                                      -34-
<PAGE>

          Section 21.3  Termination Rights for Downtime

          (a)   U.S. Foodservice shall have the right to terminate the
mainframe processing as defined in Exhibit 1a of this Agreement, as it
determines in its sole discretion, if any of the following occurs:

                (i)   on at least **** occasions during any **** period, there
is Downtime (as defined in Exhibit 1a) of (A) at least **** during the Critical
Window (as defined in Exhibit 8, Section III(5)); or (B) at least **** during
the Noncritical Window (as defined in Exhibit 8, Section III(5)) or spanning
both the Critical and Noncritical Windows; or

                (ii)  there is a total of at least **** of Downtime
during any **** period; or

                (iii) there is a total of at least **** of Downtime
during any **** period.

          (b) For purposes of Section 21.3(a)(i), the number of occasions on
which there is Downtime under subparagraphs (A) and (B) thereof during any ****
period shall be added together (rather than counted separately) in determining
whether there has been Downtime under those Sections on at least **** occasions.
For example, if there is Downtime of **** during the Critical Window on ****
occasions during a **** period and Downtime of **** during the Noncritical
Window on **** occasion during that **** period, then there would be Downtime
under Section 4.12(a) on **** occasions during that **** period and U.S.
Foodservice would have the right to terminate this Agreement.

          (c) To exercise a termination right under this Section, U.S.
Foodservice shall notify Lockheed Martin in writing of its intention to
terminate this Agreement within **** after the date on which the event giving
rise to the termination right occurs. U.S. Foodservice's notice shall specify
the date on which this Agreement shall terminate.

                                   ARTICLE 22
                                TERMINATION FEE

          In the event of a termination of this Agreement pursuant to Section
21.1 and 21.3, U.S. Foodservice shall pay Lockheed Martin the termination fee
per Exhibit 9, as of the termination date of this Agreement.

                                   ARTICLE 23
                             TERMINATION ASSISTANCE

          At U.S. Foodservice's request, Lockheed Martin shall provide the
Termination Assistance Services upon the expiration or termination of this
Agreement. The Termination Assistance Services and Lockheed Martin exit plan are
intended to minimize the costs and effort of U.S. Foodservice's migration from
Lockheed Martin to U.S. Foodservice or another third party at the end or
termination of this Agreement and for the reconstruction of the data center with
U.S. Foodservice or

                                      -35-
<PAGE>

another third party provider in the most efficient, cost effective manner and
shall be construed and interpreted accordingly. Regardless of the reason that
this Agreement is terminated, Lockheed Martin agrees to use its best efforts to
ensure that the goals set forth in the preceding sentence are met. The
Termination Assistance Services and Lockheed Martin exit plan are set forth in
Exhibit 6.

                                   ARTICLE 24
                                  INDEMNITIES

          Section 24.1  Indemnity by U.S. Foodservice

          U.S. Foodservice shall indemnify and hold harmless Lockheed Martin
from, and defend Lockheed Martin against, any and all Losses arising out of or
relating to any claim:

          (1) That the U.S. Foodservice Proprietary Software, U.S. Foodservice
Third Party Software (excluding the U.S. Foodservice Customer Software) and U.S.
Foodservice Machines, provided to Lockheed Martin by U.S. Foodservice, or U.S.
Foodservice's Agents infringe upon the proprietary rights of any third party.

          (2) Relating to any duties or obligations of U.S. Foodservice, or U.S.
Foodservice Agents accruing after the Effective Date in respect of a third
party; unless such claim involves the Services provided hereunder.

          (3) Relating to the inaccuracy, or untruthfulness of any
representation or warranty made by U.S. Foodservice under this Agreement.

          (4) Relating to U.S. Foodservice's failure to obtain the Consents as
required by this Agreement.

          (5) Relating to (a) a violation of federal, state, or other laws or
regulations for the protection of persons or members of a protected class or
category of persons by U.S. Foodservice, U.S. Foodservice employees, or U.S.
Foodservice Agents; (b) sexual discrimination or harassment by U.S. Foodservice,
U.S. Foodservice employees, or U.S. Foodservice Agents; (c) work-related injury
or death caused by U.S. Foodservice, U.S. Foodservice employees, or U.S.
Foodservice Agents; and (d) any employment decisions relating to U.S.
Foodservice employees.

          (6) Relating to any amounts, including taxes, interest, and penalty,
assessed against Lockheed Martin that are the obligations of U.S. Foodservice
pursuant to Article 16.

          (7) Relating to personal or bodily injury or property damage resulting
from U.S. Foodservice's or U.S. Foodservice Agents' acts or omissions.

          (8) Relating to violations of the Retained Resources Agreements,
unless caused by an act or omission of Lockheed Martin or Lockheed Martin's
Agents.

          (9) Relating to the physical and data security controls at the U.S.
Foodservice Service Locations to the extent the same (a) are controlled or
provided by U.S. Foodservice after the Effective Date and (b) relate to Lockheed
Martin's provision of the Services.

                                      -36-
<PAGE>

          (10) Relating to U.S. Foodservice noncompliance with legal or
regulatory requirements applicable to U.S. Foodservice, unless caused by an act
or omission of Lockheed Martin or Lockheed Martin Agents.

          (11) Relating to any claims by Designated Employees or based on an
event occurring, or claim arising, before such employee became an employee of
Lockheed Martin.

          U.S. Foodservice shall indemnify and hold harmless Lockheed Martin
from any and all costs and expenses incurred in connection with the enforcement
of this Section 24.1.

          Section 24.2  Indemnity by Lockheed Martin

          Lockheed Martin shall indemnify and hold harmless U.S. Foodservice
from, and defend U.S. Foodservice against, any Losses arising out of or relating
to any claim:

          (1) That the Services, its employees, or Lockheed Martin Agents or any
other resources or items, including, but not limited to, the Lockheed Martin
Software, Lockheed Martin Machines and Custom Software, provided to U.S.
Foodservice by Lockheed Martin, its employees, or Lockheed Martin Agents
infringe upon the proprietary rights of any third party.

          (2) For breach of this Agreement by Lockheed Martin, its employees, or
Lockheed Martin Agents in connection with the Services provided to U.S.
Foodservice or a third party under this Agreement.

          (3) Relating to any duties or obligations of Lockheed Martin, its
employees, or Lockheed Martin Agents accruing after the Effective Date in
respect of a third party or any subcontractor of Lockheed Martin.

          (4) Relating to the inaccuracy or untruthfulness of any representation
or warranty made by Lockheed Martin under this Agreement.

          (5) Relating to Lockheed Martin's failure to obtain the Consents as
required by this Agreement.

          (6) Relating to (a) a violation of federal, state, or other laws or
regulations for the protection of persons or members of a protected class or
category of persons by Lockheed Martin, its employees, or Lockheed Martin
Agents; (b) sexual discrimination or harassment by Lockheed Martin, its
employees, or Lockheed Martin Agents; and (c) work-related injury or death
caused by Lockheed Martin, its employees, or Lockheed Martin Agents.

          (7) Relating to the improper maintenance of the facilities or
inadequacies in the physical and data security controls at the Service Location
to the extent the same (a) are controlled or provided by Lockheed Martin after
the Effective Date and (b) relate to Lockheed Martin's provision of the
Services.

          (8) Relating to any amounts including taxes, interest, and penalties
assessed against U.S. Foodservice that are obligations of Lockheed Martin
pursuant to Article 16.

                                      -37-
<PAGE>

          (9) Relating to Lockheed Martin's noncompliance with legal or
regulatory requirements applicable to Lockheed Martin.

          (10) Relating to personal or bodily injury or property damage
resulting from Lockheed Martin's, or Lockheed Martin Agents' acts or omissions.

          (11) Relating to any claims by Designated Employees and based on an
event occurring, or claim arising, after such employee became an employee of
Lockheed Martin.

          (12) Relating to any claim by a third party in respect of services or
systems provided by Lockheed Martin to a third party.

          (13) Relating to a failure by Lockheed Martin to properly administer
U.S. Foodservice's agreements in respect of the Retained Resources in accordance
with Article 5.

          (14) Relating to any claim arising out of Lockheed Martin's breach or
violation of Lockheed Martin's agreements with Lockheed Martin Agents.

          Lockheed Martin shall indemnify and hold harmless U.S. Foodservice
from any costs and expenses incurred in connection with the enforcement of this
Section 24.2. The indemnification provisions contained in this Section 24.2 are
in addition to any indemnification provisions, if any, contained in the
Ancillary Agreements.

          Section 24.3  Indemnification Procedures

          If any claim is made against an Indemnified Party by a third party,
notice thereof shall be given to the Indemnifying Party as promptly as
practicable but no later than three business days after receipt of notice of the
claim. After such notice, if the Indemnifying Party shall acknowledge in writing
to such Indemnified Party that this Agreement applies with respect to such
claim, the Indemnifying Party shall then be entitled, if it so elects, in a
notice delivered to the Indemnified Party not less than 10 days prior to the
date on which a response to such claim is due, to immediately take control of
the defense and investigation of such claim and to employ and engage attorneys
of its sole choice to handle and defend the same, at the Indemnifying Party's
sole cost and expense. The Indemnified Party shall cooperate in all reasonable
respects with the Indemnifying Party and its attorneys in the investigation,
trial, and defense of such claim and any appeal arising therefrom; provided,
however, that the Indemnified Party may, at its own cost and expense,
participate, through its attorneys or otherwise, in such investigation, trial,
and defense of such claim and any appeal arising therefrom. No settlement of a
claim that involves a remedy other than the payment of money by the Indemnifying
Party shall be entered into without the consent of the Indemnified Party. After
notice by the Indemnifying Party to the Indemnified Party of its election to
assume full control of the defense of any such claim, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal expenses incurred
thereafter by such Indemnified Party in connection with the defense of that
claim. If the Indemnifying Party does not assume full control over the defense
of a claim subject to such defense as provided in this Section 24.3, the
Indemnifying Party may participate in such defense, at its sole cost and
expense, and the Indemnified Party shall have the right to defend the claim in
such manner as it may deem appropriate, at the cost and expense of the
Indemnifying Party.

                                      -38-
<PAGE>

                                   ARTICLE 25
                                    DAMAGES

          Section 25.1  Damages

          U.S. Foodservice and Lockheed Martin each shall be liable to the other
party for any direct damages arising out of or relating to its performance under
this Agreement.

          Section 25.2  Consequential Damages

          Except as otherwise provided in this Agreement, neither U.S.
Foodservice nor Lockheed Martin shall be liable for, nor will the measure of
damages include, any Consequential Damages.

          Section 25.3  Exclusions

          The limitations or exculpations of liability set forth in this
Agreement are not applicable to (a) indemnification claims as set forth in
Article 24 or (b) liability resulting from the gross negligence or willful
misconduct of a party.

                                  ARTICLE 26
                                   INSURANCE

          Section 26.1  Insurance

          During the Term, Lockheed Martin shall maintain at its own expense,
and require each of the Lockheed Martin Agents, excluding Lockheed Martin's
vendors, to maintain at their own expense or Lockheed Martin's expense,
insurance of the type and in the amounts specified below:

          (1) Statutory workers' compensation in accordance with all federal,
state, and local requirements;

          (2) Employer's liability insurance in an amount not less than
$1,000,000.00 per occurrence, covering bodily injury by accident or disease,
including death;

          (3) Comprehensive public liability (including world wide coverage and
contractual liability insurance including coverage for the indemnification
obligations contained herein) in an amount not less than $1,000,000.00 per
occurrence for each occurrence of personal or bodily injury and property damage
together with a $1,000,000.00 umbrella;

          (4) Comprehensive automobile liability covering all owned, non-owned,
hired, or leased vehicles in an amount not less than $1,000,000.00 per
occurrence (combined single limit for bodily injury and property damages).

                                      -39-
<PAGE>

          Section 26.2  Insurance Documentation

          Upon request Lockheed Martin shall furnish to U.S. Foodservice
certificates of insurance or other appropriate documentation (including evidence
of renewal of insurance) evidencing coverage in accordance with this Article,
and with respect to the comprehensive public liability policy. Each insurance
policy (including renewals thereof) or Certificate of Insurance required
hereunder shall contain an agreement by the insurer that the insurer shall
endeavor to provide U.S. Foodservice with at least thirty days prior written
notice that such policy will be canceled or nonrenewed. Each party hereto shall
provide the other party with at least ten days' prior written notice of any
cancellation, intent not to renew, reduction, or material change in any of the
insurance coverage maintained by it in accordance with this Section.  Each
Certificate of Insurance required hereby shall be delivered to the appropriate
party within ten business days after the Effective Date or renewal of the
respective policy, as applicable.

                                   ARTICLE 27
                            MISCELLANEOUS PROVISIONS

          Section 27.1  Assignment

          Neither party shall assign this Agreement without prior written
consent of the other party; except that: (a) U.S. Foodservice may assign this
Agreement to any wholly-owned Affiliate or in connection with a stock sale,
merger, consolidation, asset sale or other transaction involving the sale or
other transfer of all or substantially all of the business or assets or
controlling interest of U.S. Foodservice, and (b) Lockheed Martin may assign
this Agreement to a wholly-owned Affiliate.  This written consent shall not be
unreasonably withheld.  This Agreement shall be binding on the parties and their
respective successors and permitted assigns. Any assignment in violation of this
Section 27.1 shall be void.

                                      -40-
<PAGE>

          Section 27.2  Notices

          Except as otherwise specified in this Agreement, all notices,
requests, consents, approvals, and other communications required or permitted
under this Agreement shall be in writing and shall be sent by electronic mail
(e-mail) to the e-mail address specified below (to be confirmed by an e-mail
receipt). A copy of any such notice shall also be sent by registered express
mail or courier with the capacity to verify receipt of delivery on the date such
notice is transmitted by e-mail to the address specified below:

          In the case of U.S. Foodservice:

          Address:                      U.S. Foodservice, Inc.
                                        9755 Patuxent Woods Drive
                                        Columbia, Maryland  21046
          Attention:                    Leslie Bauer
          Phone Number:                 410/312-7159
          Telecopy Number:              410/312-7140
          E-mail Address:               lbauer@hq.usfood.com
          With a required copy to:

          Address:                      U.S. Foodservice, Inc.
                                        9755 Patuxent Woods Drive
                                        Columbia, Maryland  21046
          Attention:                    David M. Abramson, General Counsel
          Phone Number:                 410/312-7208
          Telecopy Number:              410/312-7149
          E-mail Address:               dabramso@hq.usfood.com

          In the case of Lockheed Martin:

          Lockheed Martin Corporation
          Integrated Business Solutions
          12506 Lake Underhill Road, MP-867
          Orlando, FL 32825
          Attention: Rick N. Sprole
          Manager of Contracts
          Phone Number: (407) 306-3177
          Telecopy Number: (407) 306-4515
          E-mail Address: rick.n.sprole@lmco.com

          Either party may change any of the above information for notification
purposes by giving the other party notice information and the date upon which it
will become effective.

          Section 27.3  Relationship

          The parties intend to create an Information Technology Services
Agreement and nothing contained in this Agreement shall be construed to make
either Lockheed Martin or U.S.

                                      -41-
<PAGE>

Foodservice partners, joint ventures, principals, agents, or employees of the
other. No officer, director, employee, agent, affiliate, or contractor retained
by Lockheed Martin to perform work on U.S. Foodservice's behalf hereunder shall
be deemed to be an employee, agent, or contractor of U.S. Foodservice. Neither
party shall have any right, power, or authority, express or implied, to bind the
other.

          Section 27.4  Consents, Approvals, Notices, and Requests

          Unless specified otherwise in this Agreement, all consents, approvals,
notices, and requests, acceptances or similar actions to be given by either
party under this Agreement shall not be unreasonably withheld or delayed and
each party shall make only reasonable requests under this Agreement.

          Section 27.5  Severability

          If any term or provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, then the remaining provisions of
this Agreement or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable shall not be
affected thereby, and each such provision of this Agreement shall be valid and
enforceable to the extent permitted by law.

          Section 27.6  Waiver

          No delay or omission by either party to exercise any right or power it
has under this Agreement shall impair or be construed as a waiver of such right
or power. A waiver by any party of any breach or covenant shall not be construed
to be a waiver of any succeeding breach or any other covenant All waivers must
be in writing and signed by the party waiving its rights.

          Section 27.7  Publicity

          Neither party shall use the other party's name or refer to the other
party directly or indirectly in any media release, public announcement, or
public disclosure relating to this Agreement or their subject matter, including
in any promotional or marketing materials, customer lists or business
presentations without consent from the other party for each such use or release.
Neither party may use any trademark or service mark of the other party without
that party's consent, which shall be given in its sole discretion.

          Section 27.8  Entire Agreement; Counterparts

          This Agreement is the entire agreement between the parties with
respect to its subject matter, and there are no other representations,
understandings, or agreements between the parties relative to such subject
matter. This Agreement shall include all exhibits, any conflicts between this
Agreement the exhibits or referenced material shall be bound by the following
order of preference: 1)

                                      -42-
<PAGE>

Agreement; 2) Exhibits; and 3) Referenced Material. This Agreement may be signed
in any number of counterparts.

          Section 27.9  Amendments

          No amendment to, or change, waiver, or discharge of, any provision of
this Agreement shall be valid unless in writing and signed by an authorized
representative of the party against which such amendment, change, waiver; or
discharge is sought to be enforced.

          Section 27.10  Governing Law

          This Agreement shall be interpreted in accordance with and governed by
the laws of Maryland  without regard to choice of law principles.

          Section 27.11  Jurisdiction

          Each party irrevocably agrees that any legal action, suit, or
proceeding brought by it in any way arising out of the Agreement may be brought
in Maryland and each party irrevocably accepts and submits to non-exclusive
jurisdiction of such courts in personam, generally and unconditionally with
respect to any action, suit, or proceeding brought by it or against it by the
other party.

          Section 27.12  Survival

          The provisions of Article 10, Section 11.1 and Articles 20, 23, 24, 25
and 27 of this Agreement shall survive the expiration or termination of this
Agreement in whole or in part for any reason. Sections 17.1, 17.3 and 17.4 shall
survive the expiration or termination of this Agreement in whole or in part for
any reason for ninety (90) days from U.S. Foodservice's receipt of the final
invoice issued pursuant to this Agreement.

          Section 27.13  Third Party Beneficiaries

          Each party intends that this Agreement shall not benefit, or create
any right or cause of action in or on behalf of, any person or entity other than
U.S. Foodservice or Lockheed Martin.

          Section 27.14  Acknowledgment

          U.S. Foodservice and Lockheed Martin each acknowledge that the
limitations and exclusions contained in this Agreement have been the subject of
active and complete negotiation between the parties and represent the parties'
agreement based upon the level of risk to U.S. Foodservice and Lockheed Martin
associated with their respective obligations under this Agreement. The parties
agree that the terms and conditions of this Agreement shall not be construed in
favor of or against any party by reason of the extant to which any party or its
professional advisors participated in the preparation of this Agreement.

                                      -43-
<PAGE>

          Section 27.15  Covenant of Further Assurances

          U.S. Foodservice and Lockheed Martin covenant and agree that,
subsequent to the execution and delivery of this Agreement without any
additional consideration, U.S. Foodservice and Lockheed Martin will each execute
and deliver (a) any further legal instruments and perform any acts that are or
may become necessary to effectuate the purposes of this Agreement, and (b)
promptly upon the request of the other party, reasonable written assurance that
the party receiving the request will duly perform its obligations under this
Agreement in a timely manner.

          Section 27.16  Performance

          U.S. Foodservice's failure to perform any of the responsibilities set
forth in Section 4, or in Exhibit 1, will not constitute a material breach of
this Agreement or grounds for termination by Lockheed Martin; provided, however,
that Lockheed Martin's nonperformance of its obligations under this Agreement
will be excused if and to the extent:

                (a) such Lockheed Martin nonperformance results from U.S.
Foodservice's failure to perform its responsibilities; and

                (b) Lockheed Martin uses commercially reasonable efforts to
perform notwithstanding U.S. Foodservice's failure to perform.


          IN WITNESS WHEREOF, U.S. Foodservice and Lockheed Martin have each
caused this Agreement to be signed and delivered by its duly authorized
representative.

          U.S. FOODSERVICE, INC.


          By:/s/  Lewis Hay, III
             ---------------------------



          LOCKHEED MARTIN CORPORATION


          By:/s/  Rick N. Sprole
             ---------------------------

                                      -44-
<PAGE>

                                  Exhibit 1a
                                  ----------
                           SOW for Baseline Services
                           -------------------------

                                    PART I
                         SOW for Outsourcing Services
                         ----------------------------

Article 1:  RESERVED

Article 2:  DEFINITIONS

For the purpose of this Part I of Exhibit 1a and related documents as referenced
herein, the following definitions apply:

            2.1  Agreement. The Information Technology Services Agreement
                 ---------
            between the parties to which this Exhibit is attached.

            2.2  Baseline Services. All Outsourcing Services and all Support and
                 -----------------
            Maintenance Services.

            2.3  Beltsville Data Center: The Service Location in Beltsville,
                 -----------------------
            Maryland which Lockheed Martin will use to provide Outsourcing
            Services to U.S. Foodservice before the Migration Date.

            2.4  Support and Maintenance Services.  All services described in
                 --------------------------------
            Part II of this Exhibit 1a.

            2.5  U.S. Foodservice Processing System: The data processing and
                 ----------------------------------
            telecommunications system operated or supported by Lockheed Martin
            under this Agreement.

            2.6  Migration: The process of moving the U.S. Foodservice
                 ---------
            Processing System from the Beltsville Data Center to the Orlando
            Data Center, as provided in Article 4.

            2.7  Migration Date: The date when the U.S. Foodservice Processing
                 --------------
            System is running in production in the Orlando Data Center.

            2.8  Migration Period.  The period identified in Section 4.1.
                 ----------------

            2.9  Orlando Data Center (ODC): The Service Center in Orlando,
                 -------------------------
            Florida owned and operated by Lockheed Martin, which Lockheed Martin
            will use to provide the Outsourcing Services to U.S. Foodservice
            beginning on the Migration Date.

            2.10  Outsourcing Services: All data processing, network management,
                  ---------------------
            systems operations and other information technology services
            currently provided by Lockheed Martin to U.S. Foodservice, including
            but not necessarily limited to the services described in Attachment
            A and elsewhere in Part I of this SOW (including services in
            connection with the Migration), but not including any Additional
            Services provided by Lockheed Martin pursuant to Article 5.

                                 Exhibit 1A-1
<PAGE>

Article 3:  OUTSOURCING SERVICES TO BE FURNISHED

            3.1  General:  During the Term, Lockheed Martin will provide
                 --------
            Outsourcing Services to U.S. Foodservice by remote access to the
            Beltsville Data Center before the Migration Date and to the Orlando
            Data Center beginning on the Migration Date. Attachment A includes a
            description of certain duties, obligations and responsibilities of
            Lockheed Martin, and certain responsibilities of U.S. Foodservice,
            relating to Lockheed Martin's performance of the Outsourcing
            Services.

Article 4:  MIGRATION

            4.1  General: During the period beginning on the Effective Date and
                 -------
            ending **** or such longer period as the parties may agree upon in
            writing (the "Migration Period"), Lockheed Martin will migrate the
            U.S. Foodservice Processing System from the Beltsville Data Center
            to the Orlando Data Center. Lockheed Martin will make a best effort
            to (a) extend the lease term for the Beltsville Data Center through
            **** and (b) manage Migration **** in a manner that permits U.S.
            Foodservice to allocate its resources in a manner that assigns the
            highest priority to ensuring the continued performance of the U.S.
            Foodservice Processing System.

            4.2  Migration Plan: Lockheed Martin will create a comprehensive
                 --------------
            migration plan (the "Migration Plan") based on our proven migration
            methodology and input from U.S. Foodservice, and the Migration Plan
            shall be subject to approval by U.S. Foodservice. The Migration Plan
            shall include, without limitation, a description of the methods and
            procedures Lockheed Martin will use to perform the migration of the
            U.S. Foodservice Processing System from the Beltsville Data Center
            to the Orlando Data Center. During the Migration any service
            interruptions or degradations that can be reasonably anticipated,
            during the process, will require approval in advance by U.S.
            Foodservice. The Migration Plan will also include a detailed project
            schedule and completion dates. Lockheed Martin shall provide all
            services required to perform the Migration except for migrating
            those services which are normally provided by U.S. Foodservice under
            this Agreement (i.e. communications, non-mainframe equipment, etc).

            4.3  Implementation: Lockheed Martin and U.S. Foodservice will each
                 --------------
            perform the tasks required of it by the Migration Plan so that the
            Migration will be completed in accordance with the schedule set
            forth in the Migration Plan. Lockheed Martin will be responsible for
            overall management of the Migration and will use diligent efforts to
            keep the Migration on schedule and to identify and resolve any
            problems encountered in the timely completion of each conversion
            task, whether such task is the responsibility of Lockheed Martin or
            U.S. Foodservice.

            4.4  Migration Manager: Lockheed Martin will assign a Migration
                 -----------------
            Manager to the migration effort. The Migration Manager will have
            complete responsibility for the project and will ensure the success
            of the migration. Weekly status meetings will be held with U.S.
            Foodservice to

                                 Exhibit 1A-2
<PAGE>

            report on project progress and discuss any open issues that have
            potential to impact the migration schedule.

Article 5:  ADDITIONAL SERVICES

            Computer consulting, programming and other services requested by
            U.S. Foodservice which are materially different from, and in
            addition to, the Outsourcing Services shall be considered to be
            "Additional Services." Lockheed Martin will provide a response, to
            U.S. Foodservice request for Additional Services according to the
            provisions outlined in Article 8 of the Agreement.


Article 6:  RESERVED

Article 7:  RESERVED

Article 8:  RESERVED

Article 9:  EQUIPMENT AND SOFTWARE

            9.1  Lockheed Martin Equipment: Lockheed Martin will provide,
                 -------------------------
            procure, install, operate and maintain all Service Location
            hardware, communications devices and other equipment required to
            provide the Outsourcing Services during the Term (the "Lockheed
            Martin Equipment").

            9.2  U.S. Foodservice Equipment: Except as may otherwise be provided
                 ---------------------------
            in this Agreement, U.S. Foodservice will provide, procure, install,
            operate, and maintain suitable and fully compatible terminal
            equipment and communications devices, other than those at the
            Service Location, required to access the U.S. Foodservice Processing
            System from remote locations. U.S. Foodservice may also provide
            server and communications equipment at the Service Location that
            will interface with the U.S. Foodservice Processing System. U.S.
            Foodservice provided equipment at the Service Location will remain
            under the control of and the responsibility of U.S. Foodservice
            unless Lockheed Martin is requested to and agrees to provide support
            for such equipment, at which time a modification to This Exhibit 1a
            shall be initiated stating the specific details.

            9.3  Leased Equipment: U.S. Foodservice will have the option of
                 ----------------
            leasing some or all of the terminal equipment and communications
            devices described in Section 9.2 from Lockheed Martin. If U.S.
            Foodservice elects to lease any such equipment, the equipment shall
            be listed in Exhibit 7 Attachment B, the rental payments shall be
            defined in Exhibit 8 and other terms and conditions on which such
            equipment is leased to U.S. Foodservice shall be set forth in a
            Lease, executed by authorized representatives of both parties,
            substantially in the form of Exhibit 13 to the Agreement.

                                 Exhibit 1A-3
<PAGE>

            9.4   Lockheed Martin Software.  Following the operating system
                  ------------------------
            upgrade services provided in accordance with Exhibit 1b, Lockheed
            Martin, at its expense, shall provide, procure (where Lockheed
            Martin is designated as the "Party Responsible for Software License
            Fees"), install, operate and maintain the software described in
            [Attachment A to Exhibit 1b], and any additional operating system
            software, including operating systems, systems utilities, data
            security software and monitors required to provide the Outsourcing
            Services during the Term (collectively, the "Lockheed Martin
            Software"). Lockheed Martin will pay any license, maintenance or
            upgrade charges related to the Lockheed Martin Software (where
            Lockheed Martin is designated as the "Party Responsible for Software
            License Fees"). Lockheed Martin shall keep the Lockheed Martin
            Software sufficiently current so that the Lockheed Martin Software
            is eligible for vendor-supplied maintenance support. U.S.
            Foodservice agrees not to withhold approval of software upgrades to
            maintain eligibility for vendor-supplied maintenance support without
            Lockheed Martin's concurrence.

            9.5  U.S. Foodservice Customer Software:
                 ----------------------------------

                 (a)  The parties believe that the U.S. Foodservice Customer
                 Software described in Exhibit 7 of the Agreement includes all
                 of the application software currently required to operate U.S.
                 Foodservice's business. U.S. Foodservice will be responsible
                 for providing any additional application software it desires in
                 operating its business. With regard to any U.S. Foodservice
                 Customer Software which is not described in Exhibit 7, U.S.
                 Foodservice will work with Lockheed Martin to ensure the
                 compatibility of such U.S. Foodservice Customer Software with
                 the operating environment on which such software will run.

                 (b) Lockheed Martin will be responsible for managing the
                 technical support interface with, and obtaining necessary
                 technical support from, third party providers of U.S.
                 Foodservice Software beginning on the Effective Date, providing
                 that U.S. Foodservice has a current maintenance agreement with
                 the third party provider.

                 (c) Lockheed Martin will comply with all license restrictions
                 and nondisclosure obligations imposed upon U.S. Foodservice
                 under any license of U.S. Foodservice Software to the extent
                 made known to Lockheed Martin (by receipt from U.S. Foodservice
                 of a copy of any license or selected license clauses or by
                 written characterization).

Article 10: ACCURACY OF DATA

            10.1  U.S. Foodservice: U.S. Foodservice will use commercially
                  ----------------
            reasonable efforts to ensure U.S. Foodservice software, other than
            U.S. Foodservice software residing at the Service Location, is free
            of any virus. Lockheed Martin shall use reasonable tools, processes
            and procedures to control the integrity of U.S. Foodservice's data
            and U.S. Foodservice Customer Software residing at the Service
            Location. In the event that U.S. Foodservice's data or U.S.
            Foodservice Customer Software residing at the

                                 Exhibit 1A-4
<PAGE>

            Service Location is corrupted due to Lockheed Martin error, Lockheed
            Martin will restore the data as soon as possible and in any event
            within **** after the data is corrupted. Both parties will use their
            best efforts to restore all data within **** after the data is
            corrupted. Subject to the foregoing, U.S. Foodservice shall, at the
            time of submission, be solely and exclusively responsible for the
            accuracy and adequacy of any new U.S. Foodservice Software it
            submits to Lockheed Martin, and all U.S. Foodservice data and other
            information submitted for processing and the resultant output,
            regardless of the form in which the U.S. Foodservice Software and
            data may have been submitted.

            10.2  Lockheed Martin: Lockheed Martin warrants that Lockheed Martin
                  ---------------
            will use best efforts to ensure Lockheed Martin Software is free of
            any virus. Lockheed Martin shall be responsible for the accuracy and
            adequacy of Lockheed Martin Software.

            10.3  Liability Limitation: The total liability of each party for
                  ---------------------
            any and all breaches of the warranty of such party regarding viruses
            shall in no event exceed **** dollars ($****).

Article 11: DOWNTIME

      11.1  Definition of Downtime: For purposes of this Article, the term
            ----------------------
            "Downtime" shall mean the time during which the host processor,
            front end processor, operating system or protocol converter is
            unavailable to U.S. Foodservice (including one or more of its
            branches) for running one or more applications, for any reason other
            than a force majeure condition (as defined in section 2.1.29 and
            13.1 of the Agreement). Downtime shall not include times during
            which the U.S. Foodservice Processing System is scheduled to be
            unavailable pursuant to Section 11.7 below. In addition, Downtime
            shall not include unavailability caused by third party vendors which
            is not eligible for vendor-supplied maintenance support because U.S.
            Foodservice, after having received written notice from Lockheed
            Martin informing U.S. Foodservice that such software would not be
            eligible for continued support unless upgraded, requested Lockheed
            Martin in writing to delay upgrading such software to a supported
            level.

      11.2  Reserved

      11.3  Reserved

      11.4  Reserved

      11.5  Reserved

      11.6  Reserved

      11.7  Scheduled Unavailability: The U.S. Foodservice Processing System is
            ------------------------
            scheduled to be unavailable (a) ****, and (b) for up to **** each
            year on a date mutually acceptable to U.S. Foodservice and Lockheed
            Martin. The schedule of any other times

                                 Exhibit 1A-5
<PAGE>

            during the U.S. Foodservice Processing System will be unavailable
            must be approved in writing by U.S. Foodservice. Lockheed Martin
            will use its best efforts to work with U.S. Foodservice to reduce
            the length of scheduled unavailability.

Article 12: STANDARDS

      12.1  General: Lockheed Martin agrees that its performance of the
            -------
            Outsourcing Services will meet or exceed each of the applicable
            Performance Standards set forth in Exhibit 3.

Article 13: PROJECT MANAGEMENT

      13.1  Lockheed Martin Outsourcing Services Manager: Lockheed Martin will
            --------------------------------------------
            assign an individual (the "Lockheed Martin Outsourcing Services
            Manager") who will, as his or her sole responsibility (except as
            otherwise agreed upon by U.S. Foodservice), oversee and manage the
            performance of Lockheed Martin's obligations under this SOW other
            than the Migration, and serve as Lockheed Martin's primary point of
            contact with U.S. Foodservice for Outsourcing Services. Lockheed
            Martin will also assign one or more individuals to serve as acting
            Lockheed Outsourcing Services Managers during periods in which the
            Lockheed Martin Outsourcing Services Manager is unavailable.

      13.2  Lockheed Martin Migration Manager: Lockheed Martin will assign an
            ---------------------------------
            individual (the "Lockheed Martin Migration Manager") who will, as
            his or her primary responsibility, oversee and manage the Migration,
            and serve as Lockheed Martin's primary point of contact with U.S.
            Foodservice with regards to the Migration.

      13.3  U.S. Foodservice Project Manager: U.S. Foodservice will assign an
            ---------------------------------
            individual (the " U.S. Foodservice Project Manager") who will serve
            as U.S. Foodservice's point of contact for the Migration and day-to-
            day operations and communications with Lockheed Martin.

      13.4  U.S. Foodservice Approval of Managers: Before finalizing the
            --------------------------------------
            assignment of an individual to the positions of Lockheed Martin
            Outsourcing Services Manager or Lockheed Martin Migration Manager,
            whether as an initial assignment or as a replacement, Lockheed
            Martin will notify U.S. Foodservice of the proposed assignment, will
            introduce the individual to appropriate U.S. Foodservice
            representatives, and will provide U.S. Foodservice with information
            about the individual reasonably requested by U.S. Foodservice. If
            U.S. Foodservice in good faith objects to the proposed assignment
            within fifteen (15) working days of notification of such proposed
            assignment and introduction to such individual, then Lockheed Martin
            will not assign the individual to that position and will propose to
            U.S. Foodservice the assignment of another individual.

      13.5  Removal of Personnel: In the event that U.S. Foodservice finds the
            --------------------
            performance of a Lockheed Martin employee in providing Outsourcing
            Services to be unsatisfactory, U.S. Foodservice may request in
            writing the transfer of that employee from U.S. Foodservice's
            contract. Such request will indicate what is unsatisfactory about
            the employee's performance.

                                 Exhibit 1A-6
<PAGE>

            U.S. Foodservice agrees to provide Lockheed Martin a reasonable
            opportunity to correct such unsatisfactory performance, and, if
            Lockheed Martin is unable to do so, U.S. Foodservice. will allow
            Lockheed Martin a reasonable amount of time to transfer such
            employee from U.S. Foodservice's contract.

      13.6  Periodic meetings: The Lockheed Martin Outsourcing Services Manager
            -----------------
            and the U.S. Foodservice Project Manager will meet as often as
            necessary, but at least weekly, to review the current status of the
            Services provided under this Agreement.

      13.7  Outsourcing Services Management Plan: Within 60 days after the
            ------------------------------------
            effective date, Lockheed Martin and U.S. Foodservice will jointly
            develop an Outsourcing Services Management Plan describing the
            operating processes and procedures relating to the Outsourcing
            Services that Lockheed Martin will provide under this Agreement. At
            a minimum, the Outsourcing Services Management Plan will include (a)
            a description of the procedures Lockheed Martin proposes to
            undertake in order to perform the Outsourcing services, (b) contacts
            for both Lockheed Martin and U.S. Foodservice, (c) change approval
            authorization, (d) change control procedures consistent with Article
            9.8 of the Agreement and lead times, (e) network management tools
            and trouble reporting procedures, (f) escalation procedures, (g)
            resource usage, statistics and other reporting requirements, and (h)
            problem analysis. The Outsourcing Services Management Plan will be
            updated periodically by the parties to reflect any changes in the
            operations or procedures described therein. Lockheed Martin shall
            perform all Outsourcing Services in accordance with the Outsourcing
            Services Management Plan. In the event of any inconsistency between
            the Outsourcing Services Management Plan and this Agreement, this
            Agreement shall control.

Article 14: DESIGNATED FEES

      14.1  The Outsourcing Services are included within the fees set
            forth in Section IV.A of Exhibit 8.

Article 15: RESERVED

Article 16: RESERVED

Article 17: RESERVED

Article 18: RESERVED

Article 19: RESERVED

Article 20: RESERVED

Article 21: RESERVED

Article 22: RESERVED

                                 Exhibit 1A-7
<PAGE>

Article 23: RESERVED

Article 24: RESERVED

Article 25: RESERVED

Article 26: ATTACHMENTS

      26.1  General: The attachments listed below are incorporated herein by
            -------
      reference.

            Attachment A:  Outsourcing Services


                                 Exhibit 1A-8
<PAGE>

                           Exhibit 1a - ATTACHMENT A

                              OUTSOURCING SERVICES

This Attachment A describes:

(a)  certain duties obligations and responsibilities of Lockheed Martin,
including, but not limited to, data processing, network management, systems
operations and other information technology services  comprising the
Outsourcing Services;

(b)  certain responsibilities of U.S. Foodservice, Inc. relating to Lockheed
Martin's performance of the Outsourcing Services


1.  OPERATIONAL SUPPORT
    -------------------

Lockheed Martin will provide operational support services, including the
following:

****

































                                 Exhibit 1A-9

<PAGE>

2.  TAPE MANAGEMENT
    ---------------

Lockheed Martin will provide tape management services, including the following:

****






























U.S. Foodservice, Inc. will be responsible for the following:

****















3.  **** MANAGEMENT
    ---------------

Lockheed Martin will provide **** management services, including the following:

                                 Exhibit 1A-10

<PAGE>

****



















U.S. Foodservice, Inc. will be responsible for the following:

****








4.  PRODUCTION SCHEDULING AND CONTROL
    ---------------------------------

Lockheed Martin will perform production-scheduling functions, including the
functions described below **** through **** from **** through ****
and **** from **** through **** at ****:

****
















                                 Exhibit 1A-11

<PAGE>

U.S. Foodservice, Inc. will be responsible for the following:

****











5.  SERVICE DESK AND PROBLEM MANAGEMENT
    -----------------------------------

Lockheed Martin will provide service desk and problem management services for
the mainframe Outsourcing Services described herein, including the following:

****

























                                 Exhibit 1A-12

<PAGE>

6.  TECHNICAL SUPPORT
    -----------------

Lockheed Martin will provide technical support for the U.S. Foodservice, Inc.
Processing System, including the following:

****





















                                 Exhibit 1A-13

<PAGE>

U.S. Foodservice, Inc. will be responsible for the following:

****


























                                 Exhibit 1A-14

<PAGE>

7.  DISASTER RECOVERY
    -----------------

In accordance with Section 13.3 of the Agreement, Lockheed Martin will assume
responsibility for overall disaster recovery planning and management, including
the following disaster recovery activities:

****
U.S. Foodservice, Inc. will be responsible for the following:
****

















                                 Exhibit 1A-15

<PAGE>

8.  COMPUTER RESOURCE SECURITY
    --------------------------

Lockheed Martin will provide computer resource security services, including the
following:

****

















U.S. Foodservice, Inc. will be responsible for implementing security for access
to application level resources.


9.  PERFORMANCE AND CAPACITY MANAGEMENT
    -----------------------------------

Lockheed Martin will provide performance and capacity management services,
including the following:

****












                                 Exhibit 1A-16

<PAGE>

U.S. Foodservice, Inc. will be responsible for the following:

****






10.  NETWORK MANAGEMENT
     ------------------

Lockheed Martin will provide network management services, including the
following:

****













                                 Exhibit 1A-17

<PAGE>

U.S. Foodservice, Inc. is primarily responsible for problem determination
related to connectivity to U.S. Foodservice, Inc. for the data communications
network.


11.  MIGRATION PLANNING AND IMPLEMENTATION
     -------------------------------------

Lockheed Martin will manage the Migration to Orlando.  Lockheed Martin's
Migration services will include the following:

****

















U.S. Foodservice, Inc. will be responsible for the following:

****

















                                 Exhibit 1A-18

<PAGE>

12.  ADMINISTRATIVE SERVICES
     -----------------------

Lockheed Martin will provide administrative services, including the following:

****















U.S. Foodservice, Inc. will be responsible for the following:

****







13.  CHANGE MANAGEMENT
     -----------------

Lockheed Martin and U.S. Foodservice, Inc. will maintain and operate the
existing mainframe systems software/hardware change control system.  In
connection with the change control system, Lockheed Martin will provide the
following services:

****




















                                 Exhibit 1A-19

<PAGE>

U.S. Foodservice, Inc. will be responsible for the following:

****













14.  QUALITY ASSURANCE
     -----------------

****







                                 Exhibit 1A-20

<PAGE>

                                   Exhibit 1a
                                   ----------
                           SOW for Baseline Services
                           -------------------------

                                    PART II
          SOW for Support and Maintenance of U.S. Foodservice Software
          ------------------------------------------------------------

1.0  RESERVED

2.0  PROJECT OVERVIEW

U.S. Foodservice and Lockheed Martin recognize that the provision of the
Outsourcing Services by Lockheed Martin as provided in Part I of this Exhibit 1a
will, during the term of the Agreement, require Lockheed Martin to (1) provide
certain analysis of applications and other production objects as mutually
determined (the "Applications Inventory") in order to assess the continuing
functionality of the Applications Inventory during the term of the Agreement,
(2) take such action as necessary to provide for the continued functionality of
such Applications Inventory as to which the analysis described in clause (1),
above, reveals deficiencies and (3) test the sufficiency of the corrective
actions taken pursuant to clause (2), above.

The parties shall agree from time to time upon specific work plans in connection
with functionality issues identified from time to time during the term of the
Agreement.

3.0  PROJECT DEFINITIONS

For the purpose of this Part II of Exhibit 1a and related documents as
referenced herein, the following definitions apply:

     3.0.1  "Agreement" means the Information Technology Services Agreement
             ---------
            between the parties to which this Exhibit is attached.

     3.0.2  "Support and Maintenance Services" has the meaning given in
             --------------------------------
            Section 2.

4.0  FEES

The Support and Maintenance Services are included within the fees set forth in
Section IV.A of Exhibit 8.


                                 Exhibit 1A-21
<PAGE>

                                  Exhibit 1b
          Statement of Work for Operating System and Utility Upgrade

SOW ATTACHMENTS:

        A.  Attachment A to Exhibit 1b is a list of all operating system and
        utility software which is operated by Lockheed Martin at the Service
        Location and to which this SOW applies.

        B.  Attachment B to Exhibit 1b is a detailed schedule showing all major
        tasks to be performed under this SOW and their estimated dates.

SOW DEFINITIONS

        A.  All capitalized terms used in this Exhibit 1b, unless otherwise
        defined herein, shall have the definitions given in the Agreement or in
        Exhibit 1a.

        B.  "Attachment A Software" means the operating system and utility
        software listed on Attachment A.

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

SECTION 1.  Statement of Work:

1.1  ****










                                 Exhibit 1b-1

<PAGE>

1.2  ****




1.3  ****



1.4  ****





1.5  ****








1.6  U.S. Foodservice shall make its employees and staff available to Lockheed
     Martin as needed to support the Project Plan schedule.

1.7  ****




1.8  ****


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

SECTION 2.  Applicable General/Special Clauses:

2.1  U.S. Foodservice Software.  The Parties acknowledge and agree that all
     -------------------------
     software other than Attachment A Software, including but not limited to
     applications software used by U.S. Foodservice (for example: General
     Ledger, etc.), remains the responsibility of U.S. Foodservice and is not
     included or provided for as part of this SOW.

                                 Exhibit 1b-2

<PAGE>

2.2  Warranty.  Lockheed Martin shall perform the Upgrade Services in a
     --------
     professional manner and makes no representation or warranty concerning the
     functionality, performance, or availability of OEM software products
     necessary to make Attachment A Software Year 2000 Compliant.  U.S.
     Foodservice warrants and represents that it has the full power and
     authority to enter into this SOW, grant Lockheed Martin the right to
     perform Lockheed Martin obligations under this SOW with respect to
     Attachment A Software which is licensed to U.S. Foodservice and to perform
     U.S. Foodservice's obligations under this SOW.

2.3  Claims of Infringement.  Lockheed Martin shall have no liability or
     ----------------------
     obligation for any third party claim of infringement of its intellectual
     property arising from or in connection with the Upgrade Services to the
     extent any such claim is based upon (a) modifications of the Attachment A
     Software by parties other than Lockheed Martin or its subcontractors or use
     of such modified product or services, or (b) use of the products and
     services in combination with materials or products not supplied by Lockheed
     Martin, unless consented to by Lockheed Martin.

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

SECTION 3.  Schedule:

3.1  Start work on ****.

3.2  ****


3.3  Complete SOW by ****.

3.4  A detailed schedule showing all major tasks and their planned dates is
     attached hereto as Attachment B.

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

SECTION 4.  Designated Fees

4.1  The Upgrade Services are included within, and are to be provided in return
     for, the fixed monthly charges set forth in Section IV.B of Exhibit 8.

                                 Exhibit 1b-3
<PAGE>

Exhibit 1b -- Attachment A

                            Software To Be Upgraded

<TABLE>
<CAPTION>
                                                                                       Party Responsible for
      Manufacturer                             Product Name                            Software License Fees
      ------------                             ------------                            ---------------------
      <S>                                      <C>                                     <C>
      ****                                     ****                                    ****

</TABLE>










<PAGE>

Exhibit 1b -- Attachment A

                            Software To Be Upgraded

<TABLE>
<CAPTION>
                                                                                       Party Responsible for
      Manufacturer                             Product Name                            Software License Fees
      ------------                             ------------                            ---------------------
      <S>                                      <C>                                     <C>
      ****                                     ****                                    ****

</TABLE>


<PAGE>

                                  ATTACHMENT B

                              Performance Schedule

                                 Exhibit 1b-5



<PAGE>

                                                                Page 1 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 2 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                   Page 3 of 21


<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>


                                                                Page 4 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>


                                                                Page 5 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 6 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 7 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 8 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 9 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 10 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 11 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 12 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 13 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>

                                                                Page 14 of 21

<TABLE>
<CAPTION>
                          **** Product Installation for US Foods
----------------  --------  -----  ------  ---------  ------------  -------------  --------
Task Name         Duration  Start  Finish  Resources  Actual Start  Actual Finish  Progress
----------------  --------  -----  ------  ---------  ------------  -------------  --------
<S>               <C>       <C>    <C>      <C>         <C>           <C>           <C>
****                ****    ****    ****     ****         ****          ****         ****
</TABLE>

                         Orlando Data Center Services



<PAGE>


<TABLE>
<CAPTION>
                 **** Product Installation for US Foods
-------------------------------  --------  -----  ------  --------------
Task Name                        Duration  Start  Finish  Resource Names
-------------------------------  --------  -----  ------  --------------
<S>                                <C>    <C>      <C>         <C>
****                               ****    ****    ****        ****
</TABLE>

                                    Page 1


<PAGE>


<TABLE>
<CAPTION>
                 **** Product Installation for US Foods
-------------------------------  --------  -----  ------  --------------
Task Name                        Duration  Start  Finish  Resource Names
-------------------------------  --------  -----  ------  --------------
<S>                                <C>    <C>      <C>         <C>
****                               ****    ****    ****        ****
</TABLE>

                                    Page 2


<PAGE>


<TABLE>
<CAPTION>
                 **** Product Installation for US Foods
-------------------------------  --------  -----  ------  --------------
Task Name                        Duration  Start  Finish  Resource Names
-------------------------------  --------  -----  ------  --------------
<S>                                <C>    <C>      <C>         <C>
****                               ****    ****    ****        ****
</TABLE>

                                    Page 3


<PAGE>

                                  Exhibit 1c

Statement of Work for Branch Conversion Program Support and Applications Upgrade



SOW ATTACHMENTS

          Appendix 1 to Exhibit 1c is a list of the modifications to the
          application software at the Service Location which will be necessary
          for conversion of data processing from the U.S. Foodservice branch
          locations to the U.S. Foodservice Processing System.  Modifications
          listed in Appendix 1 are those which Lockheed Martin has primary
          responsibility for managing the work being performed.  The addition of
          modifications to the application software to Appendix 1 of Exhibit 1c
          is subject to the provisions of Article 8 of the Agreement.  A "Work
          Authorization" as provided for in Exhibit 8 will be executed to
          authorize Lockheed Martin to perform modifications to the application
          software.

          In addition, Lockheed Martin will provide applications programming and
          other support, as requested by U.S. Foodservice, for modifications to
          the applications software which are being managed by U.S. Foodservice.
          This support is authorized by Work Authorization #1 and these
          modifications will not be listed in Appendix 1.


SOW DEFINITIONS
      A.  All capitalized terms used in this Exhibit 1c, unless otherwise
          defined herein, shall have the definitions given in the Agreement or
          in Exhibit 1a.

1.    Overview

1.1.  Purpose

Lockheed Martin shall provide assistance in organizing and managing the
execution of the Branch Conversion Program.

1.2   Requirement Definition

Lockheed Martin currently operates the U.S. Foodservice Processing System at the
Service Location for U.S. Foodservice; however, U.S. Foodservice has a number of
branch operations which do not process data through the U.S. Foodservice
Processing System but instead process data on separate software applications at
such branch locations.  U.S. Foodservice desires to convert all data processing
by its branch locations to the U.S. Foodservice Processing System on a schedule
to be mutually agreed upon by the parties in order to enhance reliability,
reduce cost and gain the competitive advantages afforded by the U.S. Foodservice
Processing System. Conversion of the **** branch locations shall be completed by
****. Conversion of data processing from the branch locations is

                                Exhibit 1c - 1
<PAGE>

expected to require modification of the application software at the Service
Location to accommodate unique processing needs of individual branches which are
currently processing data internally. A listing of the modifications to the
application software at the Service Location is attached hereto as Appendix 1.
The services to be provided by Lockheed Martin under this SOW, which shall
include identification of the modifications to the application software at the
Service Location in order to accommodate the needs of the U.S. Foodservice
branches, the preparation and implementation of modifications to the application
software at the Service Location agreed upon by U.S. Foodservice, including the
modifications listed on Appendix 1, and the migration of data processing
services from individual U.S. Foodservice branch locations to the Service
Location are referred to herein as the "Branch Conversion Services."

Lockheed Martin support is required beginning December 1998 through completion
of the conversion of all branch locations  for the Branch Conversion Services.

1.3   Scope

 .  ****




 .  ****





 .  ****





1.4   Ownership of the Results of the Branch Conversion Services

As part of the Branch Conversion Services, it is anticipated that Lockheed
Martin will modify applications software that is part of the U.S. Foodservice
Processing System.  Lockheed Martin hereby assigns to U.S. Foodservice all of
Lockheed Martin's rights, title and interest, including any and all patent,
copyright, trademark and trade secret rights, in and to any and all
modifications and additions to any component of the U.S. Foodservice Processing
System prepared, developed or otherwise provided by Lockheed Martin as part of
the Branch Conversion Services, and all ideas and inventions, whether or not
patentable, which may be embodied in such modifications.  Lockheed Martin agrees
that it shall execute any and all documents which may be reasonably requested by
U.S. Foodservice in order to enable U.S. Foodservice to perfect the rights
assigned to it by this Section 1.4.

1.5   Warranty

For modifications listed in Appendix 1 to Exhibit 1c, Lockheed Martin represents
and warrants to U.S. Foodservice that each modification to the U.S. Foodservice
Processing System made by Lockheed Martin pursuant to this Statement of Work
shall be Year 2000 Compliant.

                                Exhibit 1c - 2

<PAGE>

2.    Services to be provided

2.1.  Services Supporting Branch Conversion

2.1.1 ****


































2.1.2 ****






2.1.3 ****






2.2   Non-Mainframe Support

Lockheed Martin will assist U.S. Foodservice in maintaining and supporting the
performance and functionality of U.S. Foodservice's non-mainframe systems at the
U.S. Foodservice

                                Exhibit 1c - 3

<PAGE>

branch locations until such systems are successfully converted to the U.S.
Foodservice Processing System. Such assistance will include, but not be limited
to, the following:

 .  ****



 .  ****


 .  ****


 .  ****


 .  ****


3.0   Branch Conversion Deliverables

For application modifications listed in Appendix 1 to Exhibit 1c where Lockheed
Martin has primary management responsibility:

(a) The Work Authorization prepared for each application modification will
    define the work to be performed including, but not limited to, requirements
    to be satisfied by the modification, procedures for modifying the
    requirements, responsibilities of both parties, estimated development and
    implementation schedule, deliverables, and the procedure for acceptance,
    rejection, and correction of each deliverable.

For application modifications not listed in Appendix 1 to Exhibit 1c where U.S.
Foodservice has primary management responsibility, U.S. Foodservice is
responsible for deliverables.

4.0   U.S. Foodservice Responsibilities

4.1   Personnel

U.S. Foodservice and Lockheed Martin will jointly determine the division of work
as tasks are defined.  U.S. Foodservice will provide personnel to support tasks
assigned to U.S. Foodservice.   The successful completion of the tasks in this
SOW and deliverables related to these tasks will depend on both U.S. Foodservice
and Lockheed Martin executing their respective tasks in a timely and accurate
manner.

5.0   Designated Fees

                                Exhibit 1c - 4

<PAGE>

The Branch Conversion Services are to be provided on a time and materials basis
in accordance with Section IV.C of Exhibit 8.


                                Exhibit 1c - 5
<PAGE>

                                   APPENDIX 1

                 Lockheed Martin Managed Software Modifications


Work Authorization #  Description
--------------------  -----------

                                Exhibit 1c - 6
<PAGE>

                                   EXHIBIT 2

                                    REPORTS


Following are samples of reports that will be provided to U.S. Foodservice, Inc.
as part of the designated services.  The content and format of the reports may
vary over the term of the agreement as agreed to by both parties.

                                  Exhibit 2-1
<PAGE>

**** Reports
------------

Purpose: The **** reports are used to assist U.S. Foodservice, Inc. management
in determining whether ****.

Frequency:  The **** reports will be published weekly.


                                  Exhibit 2-2

<PAGE>

**** Reports
------------

Purpose: The **** reports are used to assist in setting priorities within the
U.S. Foodservice, Inc. **** and in determining whether ****.

Frequency:  The **** reports will be published monthly.

                                  Exhibit 2-3

<PAGE>

**** Reports
------------

Purpose:  The **** reports are the basis for ****.

Frequency:  The **** reports will be published monthly.

                                  Exhibit 2-4

<PAGE>

                       Exhibit 3 - PERFORMANCE STANDARDS

Lockheed Martin agrees that its performance of the Outsourcing Services at each
Service Center will meet or exceed each of the Performance Standards set forth
below:
1.  Delivered Monthly Availability
    (a) ****
    (b) ****
    (c) ****
    (d) ****
    (e) ****

With regard to paragraphs (a) through (d) above, availability will be measured
by dividing (i) the number of hours during the month in which the ****, as
applicable, is available (excluding, however, any hours during which the ****,
as applicable, is available during periods of scheduled unavailability), by (ii)
the difference between (A) the total number of hours during the month and (B)
the number of hours of scheduled unavailability. Schedule unavailability will be
determined under Section 11.7 of this Agreement.

2.  End-to-End Response Times
Online system end-to-end response time performance will be measured for the
period of **** (the "Critical Response Time Window"). The end-to-end response
time each month for at least ****% of all on-line transactions during the
Critical Response Time Window in that month will be completed within ****.

The parties acknowledge that the actions of each of Lockheed Martin and U.S.
Foodservice, Inc. will impact Lockheed Martin's ability to meet such performance
levels for end-to-end response times.  In addition, the parties acknowledge that
Lockheed Martin's ability to meet the performance levels for on-line end-to-end
response times is dependent upon U.S. Foodservice, Inc. purchasing sufficient
**** capacity to support the volume of transactions and types of applications
run by U.S. Foodservice, Inc. to the extent that they are different from that
which U.S. Foodservice, Inc. was running in December 1998.  As a result, the
parties agree that Lockheed Martin and U.S. Foodservice, Inc. will work together
to identify and resolve any failure to meet such performance levels. ****.


                                  Exhibit 3-1
<PAGE>

                                   EXHIBIT 4

                                 Key Employees


     Employee                   Title
     --------                   -----

     ****                       ****

Key employees are all long term employees.  As long term employees, Lockheed
Martin will charge these employees at long term rates as defined in Exhibit 8
and U.S. Foodservice, Inc. commits to these positions for a period of 9 months
or longer.
<PAGE>

                                   EXHIBIT 6

                        Termination Assistance Services


Termination Assistance Services
-------------------------------

Upon the expiration or termination of this Agreement, Lockheed Martin shall,
upon U.S. Foodservice, Inc.'s request, during the 90 day Termination Assistance
Period, provide the Termination Assistance Services at Lockheed Martin ****
except to the extent that resources included in the Designated Fees being paid
by U.S. Foodservice, Inc. to Lockheed Martin after such expiration or
termination can be used to provide Termination Assistance Services without
requiring Lockheed Martin to acquire or provide resources not included in the
Designated Fees. The quality and level of the Services shall not be degraded
during the Termination Assistance Period. After the expiration of the
Termination Assistance Period, Lockheed Martin shall answer questions from U.S.
Foodservice, Inc. regarding the Services on an "as needed" basis at Lockheed
Martin then standard commercial billing rates.

Exit Plan
---------

Upon the later of expiration or termination of this Agreement and the last day
of the Termination Assistance Period:

(1)  U.S. Foodservice, Inc. will allow Lockheed Martin to use, at no charge,
     those U.S. Foodservice, Inc. facilities being used to perform the services
     for up to 30 days following the effective date of expiration or termination
     of this Agreement (or from the last day of any Termination Assistance
     Period) to enable Lockheed Martin to effect an orderly transition of U.S.
     Foodservice, Inc. resources.

(2)  Upon U.S. Foodservice, Inc. request, with respect to any Third Party
     Contracts applicable to services being provided to U.S. Foodservice, Inc.
     for maintenance, disaster recovery services or other necessary third party
     services being used by Lockheed Martin to perform the Services as of the
     date of such expiration or termination, Lockheed Martin shall, to the
     extent permitted by the third party contracts, transfer or assign such
     contracts to U.S. Foodservice, Inc. or its assignee, on terms and
     conditions acceptable to all applicable Parties.

(3)  As part of the Termination Assistance Services, upon the expiration or
     termination of this Agreement, Lockheed Martin shall identify and assist
     U.S. Foodservice, Inc. in procuring suitable functionally equivalent
     replacements for any shared hardware or software then used by Lockheed
     Martin to provide the Services.


                                  Exhibit 6-1

<PAGE>

                                   EXHIBIT 7

                 Mainframe Software List, Modem Hardware List

Attachment A to Exhibit 7 lists all mainframe software and denotes whether
payment of the license fee is the responsibility of Lockheed Martin or U.S.
Foodservice, Inc. ****

Attachment B to Exhibit 7 lists all modems provided by Lockheed Martin. These
modems will be invoiced on a monthly basis as per the pricing schedule in
Exhibit 8.


                                  Exhibit 7-1
<PAGE>

<TABLE>
<CAPTION>

Exhibit 7 -- Attachment A                            Software License Responsibility                                        5/6/99

                                                                 Responsible
Manufacturer                         Product Name                  Party                  Notes/Comments
------------                         ------------                -----------              --------------
<S>                                  <C>                         <C>                      <C>

    ****                                 ****                        ****                      ****

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Exhibit 7 -- Attachment A                            Software License Responsibility                                        5/6/99

                                                                 Responsible
Manufacturer                         Product Name                  Party                  Notes/Comments
------------                         ------------                -----------              --------------
<S>                                  <C>                         <C>                      <C>

   ****                                  ****                        ****                      ****
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

Exhibit 7 -- Attachment A                            Software License Responsibility                                        5/6/99

                                                                 Responsible
Manufacturer                         Product Name                  Party                  Notes/Comments
------------                         ------------                -----------              --------------
<S>                                  <C>                         <C>                      <C>

   ****                                  ****                       ****                       ****
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                              U.S. Foodservice, Inc. Modem Inventory
May 6, 1999                                         Exhibit 7 -- Attachment B                                             Page 1

                                                Central and Remote Modems by Branch
------------------------------------------------------------------------------------------------------------------------------------
Branch &    Central Modem or      Central Mux   Central Back-up     Remote Modem   Remote Mux   Remote Back-up    Sungard Modem
Location       DSU & s/n             & s/n      Modems & s/n's      or DSU & s/n      & s/n      Modem & s/n          & s/n
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>           <C>                 <C>            <C>          <C>               <C>
  ****            ****                ****           ****               ****           ****          ****             ****

                                                     Exhibit 7 Attachment B-1
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                              U.S. Foodservice, Inc. Modem Inventory
May 6, 1999                                         Exhibit 7 -- Attachment B                                             Page 2

                                                Central and Remote Modems by Branch
------------------------------------------------------------------------------------------------------------------------------------
Branch &    Central Modem or      Central Mux   Central Back-up     Remote Modem   Remote Mux   Remote Back-up    Sungard Modem
Location       DSU & s/n             & s/n      Modems & s/n's      or DSU & s/n      & s/n      Modem & s/n          & s/n
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>           <C>                 <C>            <C>          <C>               <C>

  ****            ****               ****            ****                ****           ****          ****            ****





                                            Dial up Modems Provided by Lockheed Martin
------------------------------------------------------------------------------------------------------------------------------------
 Modem      Central Modem or      Central Mux   Central Back-up     Remote Modem   Remote Mux   Remote Back-up    Sungard Modem
  Type         DSU & s/n             & s/n      Modems & s/n's      or DSU & s/n      & s/n      Modem & s/n          & s/n
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>           <C>                 <C>            <C>          <C>               <C>

  ****            ****               ****            ****                ****           ****          ****            ****



                                                     Exhibit 7 Attachment B-2
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                              U.S. Foodservice, Inc. Modem Inventory
May 6, 1999                                         Exhibit 7 -- Attachment B                                             Page 3

                                            Dial up Modems Provided by Lockheed Martin
------------------------------------------------------------------------------------------------------------------------------------
 Modem      Central Modem or      Central Mux   Central Back-up     Remote Modem   Remote Mux   Remote Back-up    Sungard Modem
  Type         DSU & s/n             & s/n      Modems & s/n's      or DSU & s/n      & s/n      Modem & s/n          & s/n
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                   <C>           <C>                 <C>            <C>          <C>               <C>

  ****            ****                ****           ****                ****          ****          ****              ****


                                                     Exhibit 7 Attachment B-3
</TABLE>

<PAGE>

                                   EXHIBIT 8
                                Designated Fees

I.      General

        A.  Overview - The Designated Fees described in this Exhibit 08
            represent all the fees agreed upon between the Parties and are the
            only fees that will be collected by Lockheed Martin for the
            Services.

        B.  Changes to the Designated Fees defined herein are subject to mutual
            agreement by the parties.

        C.  The level of resources for Baseline Services described in Exhibit 1a
            is provided for a monthly minimum fee. This fee will be charged
            monthly throughout the contract term as long as U.S. Foodservice
            requires the Baseline Services.

        D.  The fees shown in Section IV, Baselines & Fees, of this Exhibit
                                          ----------------
            reflect all work specified in the Statements of Work.

        E.  Travel and lodging expenses as required in support of services other
            than the Baseline Services will be reimbursed ****.

II.  Definitions

        A.   Planned Periods of Performance

             1) Baseline Services
                   ****

             2) Operating System and Utility Upgrade
                   ****

             3) Branch Conversion Program Support and Applications Upgrade
                   ****

<PAGE>

        B.   Labor Pricing

                1)  "Long Term" is considered to be full time, 9 months or more.
                    Pricing is based on 167 hours per month (2000 hrs. / year).
                    ****

                2)  "Short Term" pricing is considered less than 9 months and
                    more sporadic in nature.

                3)  Economic Price Adjustment.
                    The Designated Fees and all other charges payable by U.S.
                    Foodservice under this agreement include protection against
                    reasonable inflation rates. However, in order to provide a
                    reasonable balance between price and risk, extraordinary
                    inflation has not been included in the Designated Fees.
                    Should economic conditions result in extraordinary
                    inflation, the parties will mutually agree on an appropriate
                    pricing adjustment.

        C.   Termination Fees are detailed in Exhibit 9. The purpose of these
             fees is to provide Lockheed Martin equitable and appropriate
             compensation, determined at the time of termination, for costs of
             shedding the resources that are no longer required to provide the
             services.

III.  Pricing Notes and Assumptions
      -----------------------------

             1.  ****

             2.  ****

             3.  ****

             4.  ****
<PAGE>

             5.  ****

             6.  ****

             7.  ****

             8.  ****

             9.  ****

<PAGE>


             10. ****

             11. ****

<PAGE>

IV.    Baselines & Fees
       ----------------

A.     Mainframe Operations

       Base Package of provided resources:

       ****

<PAGE>

Additional Charges for Usage Above Baseline

    ****

B.  Operating System and Utility Upgrade

    Fixed monthly charges.

    ****
<PAGE>

C.  Branch Conversion Program Support

    ****

<PAGE>

D.  Additional Variable Unit Rates

    ****


E.   Charges for Software to Support Branch Printing

     ****

<PAGE>

F.  Professional Services Fees

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                            1999 Short Term   1999 Long Term
Title                          Rate/Hour        Rate/Hour                           Position Description
-------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>              <C>
Senior Account Manager           $ ****          $ ****       Senior manager who has broad based knowledge and experience in
                                                              all disciplines of Project Management, Data Center Operations,
                                                              Management Information Systems and Communications.  Capable of
                                                              leading, structuring, and advising on Information Systems
                                                              projects within an organization.  (Minimum 10 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Senior Systems Architect         $ ****          $ ****       Senior manager who has broad based knowledge and experience in
                                                              all disciplines of Project Management, Data Center Operations,
                                                              Management Information Systems and Communications.  Capable of
                                                              leading, structuring, and advising on Information Systems
                                                              projects within an organization.  (Minimum 10 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Account Manager                  $ ****          $ ****       Manager with strong project management skills, customer liaison
                                                              skills, user-interface skills and team management skills.
                                                              (Minimum 10 years experience)
-------------------------------------------------------------------------------------------------------------------------------
System Architect                 $ ****          $ ****       Manager/technical lead with a broad technical background in
                                                              mainframe, client/server, operations and data administration to
                                                              develop the program technical architecture and alternative
                                                              technology and predict solution.  (Minimum 10 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Principal Consultant             $ ****          $ ****       Consultant within a functional area (systems, operations,
                                                              communications, applications, database) who is capable of
                                                              advising senior management within the technical or functional
                                                              disciplines.  (Minimum 10 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Project Manager                  $ ****          $ ****       Manager who monitors performance against scope of work, contract
                                                              schedules, and plans.  Field and Project Managers provide the
                                                              principal interface with the customer on project-related issues
                                                              of contract performance and staffing.  (Minimum 7 years
                                                              experience)
-------------------------------------------------------------------------------------------------------------------------------
Project Facilitator              $ ****          $ ****       Provides user and team facilitation toward requirements,
                                                              consensus, and design decisions.  Prepares materials,
                                                              facilitation process, and outputs from the process.  (Minimum 5
                                                              years experience)
-------------------------------------------------------------------------------------------------------------------------------
Senior Consultant                $ ****          $ ****       Consultant within any function or discipline.  This position is
                                                              oriented towards technical specialties.  (Minimum 7 years
                                                              experience)
-------------------------------------------------------------------------------------------------------------------------------
Consultant                       $ ****          $ ****       Consultant within any function or discipline.  This position is
                                                              oriented towards technical specialties.  (Minimum 5 years
                                                              experience)
-------------------------------------------------------------------------------------------------------------------------------
Senior Programmer Analyst        $ ****          $ ****       Individual who is capable of defining requirements, developing
                                                              and/or modifying existing procedures, and/or computer systems,
                                                              leading programmers, advising and supervising a group of
                                                              programmers.  Responsible for projects where heavy analysis and
                                                              design effort is required and where operator functions need to
                                                              be defined.  (Minimum 7 years experience)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                            1999 Short Term   1999 Long Term
Title                          Rate/Hour        Rate/Hour                           Position Description
-------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>              <C>
Programmer Analyst               $ ****          $ ****       Individual who provides advice, evaluation, lead operator
                                                              functions, design support in developing and/or modifying
                                                              Functional Systems Design and taking programming specifications
                                                              to perform the programming and testing functions.  (Minimum 5
                                                              years experience)
-------------------------------------------------------------------------------------------------------------------------------
Programmer                       $ ****          $ ****       Category for individuals responsible for taking programming
                                                              specifications and performing the programming and testing
                                                              function.  (2 to 5 years experience or equivalent)
-------------------------------------------------------------------------------------------------------------------------------
Associate Programmer             $ ****          $ ****       Category for individuals responsible for taking programming
                                                              specifications and performing the programming and testing
                                                              function.  (Up to 2 years experience or equivalent)
-------------------------------------------------------------------------------------------------------------------------------
Telecommunications/LAN           $ ****          $ ****       The communications specialist installs, maintains, troubleshoots
 Specialist                                                   and accounts for a wide variety of telecommunications hardware.
                                                              Diagnoses and solves difficult operating problems using
                                                              sophisticated testing equipment.  The Local Area Network (LAN)
                                                              specialist responsibilities include software installation and
                                                              support.  (Minimum 7 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Computer Architecture            $ ****          $ ****       Prepares, reviews and implements detailed documentation and
 Technician                                                   plans for installation, removal or customization of computing
                                                              equipment and peripheral hardware.  (Up to 5 years experience or
                                                              equivalent)
-------------------------------------------------------------------------------------------------------------------------------
Senior Documentation             $ ****          $ ****       Technical writer with experience in planning, research, writing
 Specialist                                                   and layout of technical manuals, user guides, installation
                                                              guides and other publications pertaining to the system specified
                                                              by the customer.  (Minimum 5 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Documentation/Senior             $ ****          $ ****       Technical writer with experience in writing/editing technical
Word Processing                                               documentation.  Works under direct supervision on a project
Specialist                                                    team.  (Minimum 3 years experience)
-------------------------------------------------------------------------------------------------------------------------------
Word Processor                   $ ****          $ ****       Word processor with experience in various software packages and
                                                              works under direct supervision.  (Minimum 1 year experience)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Note: ****. Professional Services Fees beyond calendar year 1999 will be
adjusted annually for consideration of inflation.

Professional Services Fees hours will be authorized through a work authorization
document.

<PAGE>

                           Exhibit 8 - Attachment 1
                           ------------------------

                              US Foodservice ****
                              -------------------
                                    (****)
                                    ------

              Total Over         Approved        Approved
Date  ****    Base       ****    US Foodservice  Lockheed Martin
----  ----    ----       ----    --------------  ---------------
****  ****    ****       ****         ****            ****


<PAGE>

                           Exhibit 8 - Attachment 2
                           ------------------------

                              US Foodservice ****
                              -------------------
                                    (****)
                                    ------

<TABLE>
<CAPTION>
                            Added   Total Over Total   Approved        Approved
Date  Additional Volumes    GB      Base       GB      US Foodservice  Lockheed Martin
----  ------------------    ----    ----       ----    --------------  ---------------
<S>   <C>                   <C>     <C>        <C>     <C>             <C>

****        ****            ****    ****        ****        ****          ****

</TABLE>

<PAGE>

                         INTEGRATED BUSINESS SOLUTIONS
                            WORK AUTHORIZATION (WA)

This Work Authorization is issued pursuant to AGREEMENT Number       between
                                                               -----
U.S. Foodservice, Inc. ("Client") and Lockheed Martin Corporation ("Lockheed
Martin").

<TABLE>
<CAPTION>
<S>                     <C>
WA NUMBER:                      1
                        ---------
WA REVISION NUMBER:
                        ---------
WA EFFECTIVE DATE:      12/1/1998
                        ---------
WA TERMINATION DATE:      ****
                        ---------
</TABLE>

--------------------------------------------------------------------------------
SECTION 1. Overview:
See exhibit 1c "Branch Conversion Program Support in the Agreement.

--------------------------------------------------------------------------------
SECTION 2. Services to be provided:
See exhibit 1c "Branch Conversion Program Support in the Agreement.

--------------------------------------------------------------------------------
SECTION 3. U.S. Foodservice Responsibilities:
See exhibit 1c "Branch Conversion Program Support in the Agreement.

--------------------------------------------------------------------------------
SECTION 4. Branch Conversion:
See exhibit 1c "Branch Conversion Program Support in the Agreement.

--------------------------------------------------------------------------------
SECTION 5. Designated Fees:
See exhibit 1c "Branch Conversion Program Support in the Agreement.


Lockheed Martin will provide the following staff to manage the delivery of the
above services. The Lockheed Martin staff will travel, as required by U.S.
Foodservice, to effectively support this work.

<TABLE>
<S>                                                                              <C>              <C>              <C>
----------------------------------------------------------------------------------------------------------------------
Estimated Labor Months by Category                                               ****             ****            ****
----------------------------------
Category (number of personnel)
  ****                                                                           ****             ****            ****
</TABLE>

                           Exhibit 8 - Attachment 3
<PAGE>

Funding Notes:

Labor for this Work Authorization will be billed on a **** basis in accordance
with the rates specified in Exhibit 8 of the agreement. The estimated hours in
Exhibit 8 of the agreement will constitute a funding limit for this Work
Authorization.

Funding for categories identified with an * is based on a rough order of
magnitude estimate of the effort required.  The actual funding levels will
depend on the requirements agreed upon for the branch conversions and the number
and skill level of the personnel provided by U.S. Foodservice.  The U.S.
Foodservice Vice President, Corporate Information Systems and the Lockheed
Martin Program Manager shall jointly determine actual the staffing levels for
these categories.  Should funding be required in excess of the funding limits
for these categories, this agreement will be amended.

Funding for each category not identified with an * is provided by this SOW for
the indicated number of personnel on a full time basis unless the U.S.
Foodservice Vice President, Corporate Information Systems and the Lockheed
Martin Program Manager determine that personnel within a category can be
eliminated or reduced.

Travel and lodging expenses as required will be reimbursed **** and are not
included in the total estimated annual price.

LOCKHEED MARTIN CORPORATION                  U.S. FOODSERVICE, INC.

By  /s/  Rick N. Sprole                      By  /s/  Lewis Hay, III
   ------------------------                     -------------------------
   (authorized signature)                       (authorized signature)

    Rick N. Sprole                               Lewis Hay, III
   ------------------------                     -------------------------
   (name)                                       (name)

    Manager of Contracts                         EVP & CFO
   ------------------------                     -------------------------
    (title)                                      (title)

    5-20-99                                      5/7/99
   ------------------------                     -------------------------
    (date)                                       (date)


                           Exhibit 8 - Attachment 3
<PAGE>

                                   EXHIBIT 9

                             Termination Schedule



     The following termination schedule reflects the fees payable to Lockheed
Martin in the event of a termination by U.S. Foodservice in accordance with
Section 21.1 or 21.3, or in the event of termination by Lockheed Martin in
accordance with Section 21.2.


     TERMINATION FEES ($K)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Category          1999            2000            2001             2002             2003
-------------------------------------------------------------------------------------------------
<S>               <C>             <C>             <C>              <C>              <C>
Termination
of all            $ ****          $ ****          $ ****            $ ****         $ ****
Services
-------------------------------------------------------------------------------------------------
</TABLE>

Note:  Values above represent December 31 of each calendar year.  Termination
fees will be adjusted on a pro rata basis in the event that termination becomes
effective on any other date.

     If U.S. Foodservice terminates the Agreement pursuant to Section 21.1 or
Lockheed Martin terminates the Agreement pursuant to Section 21.2, then Lockheed
Martin will also be entitled to receive from U.S. Foodservice, to the extent
actually paid by Lockheed Martin, the severance payments made in accordance with
Lockheed Martin's standard policies and procedures to those Lockheed Martin
employees working primarily on providing the Services to U.S. Foodservice who
are terminated directly as a result of the termination of the Agreement.



                                  Exhibit 9-1
<PAGE>

                                  Exhibit 13

                    LEASE, ADDITIONAL TERMS AND CONDITIONS

Article 1:  DEFINITIONS

     For the purpose of this Attachment and Agreement, these listed definitions
     will apply:
     1.1  Lessor:  Lockheed Martin
     1.2  Lessee:  U.S. Foodservice, Inc.
     1.3  Installation Date:

Article 2:  LEASE

     2.1  Lockheed Martin agrees to lease to U.S. Foodservice, Inc., and U.S.
     Foodservice, Inc. agrees to lease from Lockheed Martin, the Computer
     Equipment ("Equipment') described in Equipment Lease Schedule, Exhibit 7
     Attachment B.  The terms and conditions contained in this Exhibit, the
     Equipment Lease Schedule, and the Agreement shall govern the leasing and
     use of the Equipment.

Article 3:  TERM

     3.1  Unless otherwise specified in the Equipment Lease Schedule Exhibit 7
     Attachment B, the term of this Attachment shall commence on Installation
     Date and shall continue until the expiration or termination of the
     Agreement.

Article 4:  RENTAL

     4.1  The monthly rental payable by U.S. Foodservice, Inc. to Lockheed
     Martin shall be set forth in the Equipment Lease Schedule Exhibit 7
     Attachment B.  Payments will be governed by Article 8 of the Agreement.

Article 5:  INSTALLATION AND USE OF EQUIPMENT

     5.1  U.S. Foodservice, Inc. will at all times keep the Equipment in its
     sole possession and control.  The Equipment shall not be moved from the
     locations) stated in the Equipment Schedule without prior written consent
     of Lockheed Martin, which consent shall not be unreasonably withheld.

     5.2  Lockheed Martin will provide definition of facility interfaces
     required for connection of and operation of the Equipment, the
     environmental limitations identified for the Equipment by the manufacturer,
     and instruction manuals required for the Equipment's operational use.

     5.3  U.S. Foodservice, Inc. agrees to provide suitable electric current to
     operate the Equipment and a suitable place of installation and environment
     for the Equipment and will comply with all appropriate installation
     requirements specified by the Equipment manufacturer.

     5.4  U.S. Foodservice, Inc. agrees that the input/output and storage media
     used to operate the Equipment will suit the specifications of the Equipment
     manufacturer.
<PAGE>

Article 6:  MAINTENANCE, REPAIRS AND RISK OF LOSS

     6.1  U.S. Foodservice, Inc. shall during the terms of this lease, at its
     expense, maintain the Equipment in good working order through purchase of
     Lockheed Martin maintenance, priced separately on the Equipment Schedule.
     U.S. Foodservice, Inc. shall not use or permit the Equipment to be used for
     any purpose for which, in the opinion of the manufacturer, the Equipment is
     not designed or reasonably suitable.  Failure of the U.S. Foodservice, Inc.
     to maintain and operate the Equipment as required by the equipment
     manufacturer so as to invalidate any warranty by the Equipment manufacturer
     shall require U.S. Foodservice, Inc. to be responsible for any repairs or
     replacement of parts normally covered by an Equipment manufacturer's
     warranty.

     6.2  U.S. Foodservice, Inc. is responsible for all risk of loss and damage
     to the Equipment during the term of this lease.  U.S. Foodservice, Inc.
     shall procure and maintain fire, extended coverage and theft insurance
     covering the Equipment.  Such insurance shall be in an amount at least
     equal to the purchase price of the Equipment.  All insurance policies shall
     be endorsed to protect the interest of Lockheed Martin by naming Lockheed
     Martin as an additionally named insured.

     6.3  At the expiration or earlier termination of the Agreement, U.S.
     Foodservice, Inc. shall, at its expense, return the Equipment to Lockheed
     Martin, at the location specified by Lockheed Martin, in the same operating
     order, repair, condition, and appearance as on the Installation Date,
     reasonable wear and tear excepted.

Article 7:  OWNERSHIP AND INSPECTION

     7.1  Equipment shall at all times remain the property of Lockheed Martin.
     Lockheed Martin may affix identification tags, decals or plates to the
     Equipment indicating Lockheed Martin's ownership, and U.S. Foodservice,
     Inc. shall not permit their removal or concealment.

     7.2  U.S. Foodservice, Inc. shall keep the Equipment free and clear of all
     liens and encumbrances.

     7.3  Lockheed Martin or its agent shall have free access to the Equipment
     at all reasonable time for the purpose of inspection.

     7.4  U.S. Foodservice, Inc. shall immediately notify Lockheed Martin of all
     details concerning any damage or loss arising out of an alleged or apparent
     improper manufacture, functioning, or operation of the Equipment.

Article 8:  QUIET ENJOYMENT

     8.1  Lockheed Martin agrees that the U.S. Foodservice, Inc. shall quietly
     possess the Equipment subject to and in accordance with the provisions in
     Agreement and this Attachment, so long as U.S. Foodservice, Inc. is not in
     default hereunder.

LOCKHEED MARTIN CORPORATION             U.S. FOODSERVICE, INC.


/s/  Rick N. Sprole                     /s/   Lewis Hay, III
---------------------------             -----------------------------
(Signature)                              (Signature)

     Rick N. Sprole                           Lewis Hay, III
---------------------------             -----------------------------
(Printed/Typed Name)                     (Printed/Typed Name)

     Manager of Contracts                     EVP & CFO
---------------------------             -----------------------------
(Title)                                  (Title)

     5/20/99                                  5/7/99
---------------------------             -----------------------------
(Dated)                                  (Dated)


                                 Exhibit 13-3