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                                                                   EXHIBIT 10.17

                              RYKOFF-SEXTON, INC.
                        1993 DIRECTOR STOCK OPTION PLAN

        1.  PURPOSE.  The purpose of the Rykoff-Sexton, Inc. 1993 Director Stock
Option Plan (the "Plan") is to advance the interests of Rykoff-Sexton, Inc. (the
"Company") and its shareholders by encouraging increased share ownership by
members of the Board of Directors of the Company (the "Board") who are not
employees of the Company or any of its subsidiaries, in order to promote long-
term shareholder value through continuing ownership of the Company's common
stock.

        2.  ADMINISTRATION.  The plan shall be administered by the Board. The 
Board shall have all the powers vested in it by the terms of the Plan, such
powers to include authority (within the limitations described hereto) to
prescribe the form of the agreement embodying awards of nonqualified stock
options made under the Plan ("Options"). The Board shall, subject to the
provisions of the Plan, grant Options under the Plan and shall have the power to
construe the Plan, to determine all questions arising thereunder and to adopt
and amend such rules and regulations for the administration of the Plan as it
may deem desirable. Any decisions of the Board in the administration of the
Plan, as described herein, shall be final and conclusive. The Board may act only
by a majority of its members in office, except that the members thereof may
authorize any one or more of their number or any other officer of the Company to
execute and deliver documents on behalf of the Board. No member of the Board
shall be liable for anything done or omitted to be done by him or by any other
member of the Board in connection with the Plan, except for his own willful
misconduct or as expressly provided by statute.

        3.  PARTICIPATION.  Each member of the Board who is not an employee of 
the Company or any of its subsidiaries (a "Non-Employee Director") shall be 
eligible to receive an Option in accordance with Paragraph 5 below.

        4.  AWARDS UNDER THE PLAN.

                (a)  Awards under the Plan shall include only Options, which are
        rights to purchase common stock of the Company having a par value of
        $0.10 per share (the "Common Stock"). Such Options are subject to the
        terms, conditions and restrictions specified in Paragraph 5 below.
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                (b) There may be issued under the Plan pursuant to the exercise
        of Options an aggregate of not more than 100,000 shares of Common Stock,
        subject to adjustment as provided in Paragraph 6 below. If any Option is
        cancelled, terminates or expires unexercised, in whole or in part, any
        shares of Common Stock that would otherwise have been issuable pursuant
        thereto will be available for issuance under new Options.

                (c) A Non-Employee Director to whom an Option is granted (and
        any person succeeding to such a Non-Employee Director's rights pursuant
        to the Plan) shall have no rights as a shareholder with respect to any
        Common Stock issuable pursuant to any such Option until the date of the
        issuance of a stock certificate to him for such shares. Except as
        provided in Paragraph 6 below, no adjustment shall be made for
        dividends, distributions or other rights (whether ordinary or
        extraordinary, and whether in cash, securities or other property) for
        which the record date is prior to the date such stock certificate is
        issued.

        5. NONQUALIFIED STOCK OPTIONS. Each Option granted under the Plan shall
be evidenced by an agreement in such form as the Board shall prescribe from time
to time in accordance with the Plan and shall comply with the following terms
and conditions:

                (a) The Option exercise price shall be the "Fair Market Value"
        (as herein defined) of the Common Stock subject to such Option on the
        date the Option is granted. Fair Market Value shall be the closing sales
        price of a share of Common Stock on the date of grant as reported on
        the New York Stock Exchange Composite Transactions Tape or, if the New
        York Stock Exchange is closed on that date, on the last preceding date 
        on which the New York Stock Exchange was open for trading, but in no
        event will such Option exercise price be less than the par value of the
        Common Stock.

                (b) Each Non-Employee Director shall receive, as of the date of
        the adoption of the Plan by the Board, a one-time only Option for 5,000
        shares of Common Stock (the "the One-Time Option"); provided, however,
        that the One-Time Option shall be granted only to those directors who
        are elected to new terms at the 1993 Annual Meeting of Stockholders or
        whose terms of office will continue after such meeting. In addition, for
        each year beginning in 1993, on the date of the annual meeting of
        shareholders of the Company, each Non-Employee Director shall
        automatically receive an Option for 1,000 shares of Common Stock (the
        "Annual Option").

                (c) The Option shall not be transferable by the optionee 
        otherwise than by will or the laws of descent and distribution, and
        shall be exercisable during his lifetime only by him.
        
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                (d)   Options shall not be exercisable;

                      (i)   before the expiration of one year from the date it
                is granted and after the expiration of ten years from the date
                it is granted, and (A) the One-Time Option may be exercised
                during such period as follows: one-third (33 1/3%) of the total
                number of shares covered by the One-Time Option shall become
                exercisable each year beginning with the first anniversary of
                the date it is granted, and (B) the Annual Option shall become
                exercisable in full upon the first anniversary of the date it is
                granted; provided that a Non-Employee Director who does not
                stand for re-election to the Board may exercise any otherwise
                unexercisable Annual Options beginning on the date such
                director's successor is elected and qualified, subject to all of
                the other terms and conditions of such Annual Options.
                Notwithstanding anything to the contrary herein, an Option shall
                automatically become immediately exercisable in full upon the
                death of a Non-Employee Director;

                      (ii)  unless payment in full is made for the shares of
                Common Stock being acquired thereunder at the time of exercise;
                such payment shall be made in United States dollars by cash or
                check; or in lieu thereof, by tendering to the Company Common
                Stock owned by the person exercising the Option and having a
                Fair Market Value equal to the cash exercise price applicable to
                such Option, or by a combination of United States dollars and
                Common Stock as aforesaid; and

                      (iii) unless the person exercising the Option has been at
                all times during the period beginning with the date of grant of
                the Option and ending on the date of such exercise, a Non-
                Employee Director of the Company, except that

                            (A)   if such person shall cease to be such a Non-
                Employee Director for reasons other than death, while holding an
                Option that has not expired and has not been fully exercised,
                such person may, at any time within three years of the date he
                ceased to be a Non-Employee Director (but in no event after the
                Option has expired under the provisions of subparagraph 5(d)(i)
                above), exercise the Option with respect to any Common Stock as
                to which he could have exercised on the date he ceased to be
                such a Non-Employee Director; or


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                             (B)  If any person to whom an Option has been
                     granted shall die holding an Option that has not expired
                     and has not been fully exercised, his executors,
                     administrators, heirs or distributees, as the case may be,
                     may, at any time within one year after the date of such
                     death (but in no event after the Option has expired under
                     the provisions of subparagraph 5(d)(i) above), exercise the
                     Option with respect to any shares subject to the Option.

                (e)  If, on any date on which Options are automatically granted,
        the number of shares of Common Stock remaining available under the Plan
        is insufficient for the grant to each Non-Employee Director of Options
        to purchase 1,000 shares of Common Stock, then Options to purchase a
        proportionate amount of such available number of shares of Common Stock
        (rounded to the nearest whole share) shall be granted to each Non-
        Employee Director.

        6.   DILUTION AND OTHER ADJUSTMENTS.  In the event of any change in the 
outstanding Common Stock of the Company by reason of any stock split, stock 
dividend, split-up, split-off, spin-off, recapitalization, merger, 
consolidation, rights offering, reorganization, combination or exchange of 
shares, a sale by the Company of all or part of its assets, any distribution to 
shareholders other than a normal cash dividend, or other extraordinary or
unusual event, the number or kind of shares that may be issued under the Plan
pursuant to subparagraph 4(b) above, and the number or kind of shares subject
to, and the Option price per share under, all outstanding Options shall be
automatically adjusted so that the proportionate interest of the participant
shall be maintained as before the occurrence of such event; such adjustment in
outstanding Options shall be made without change in the total Option exercise
price applicable to the unexercised portion of such Options and with a
corresponding adjustment in the Option exercise price per share, and such
adjustment shall be conclusive and binding for all purposes of the Plan.

        7.   MISCELLANEOUS PROVISIONS

                (a)  Except as expressly provided for in the Plan, no Non-
        Employee Director or other person shall have any claim or right to be
        granted an Option under the Plan. Neither the Plan nor any action taken
        hereunder shall be construed as giving any Non-Employee Director any
        right to be retained in the service of the Company.

                (b)  A participant's rights and interest under the Plan may not
        be assigned or transferred, hypothecated or encumbered in whole or in
        part either directly or by operation of law or otherwise (except in the
        event of a participant's death, by will or the laws of descent and
        distribution), including, but not by way of limitation, execution, levy,
        garnishment, attachment, pledge, bankruptcy or in any

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        other manner, and no such right or interest of any participant in the
        Plan shall be subject to any obligation or liability of such
        participant.

                (c)   Common Stock shall not be issued hereunder unless counsel
        for the Company shall be satisfied that such issuance will be in
        compliance with applicable federal, state, local and foreign securities,
        securities exchange and other applicable laws and requirements.

                (d)   It shall be a condition to the obligation of the Company
        to issue Common Stock upon exercise of an Option, that the participant
        (or any beneficiary or person entitled to act under subparagraph
        5(d)(iii)(B) above) pay to the Company, upon its demand, such amount as
        may be requested by the Company for the purpose of satisfying any
        liability to withhold federal, state, local or foreign income or other
        taxes. If the amount requested is not paid, the Company may refuse to
        issue such Common Stock.

                (e)   The expenses of the Plan shall be borne by the Company.

                (f)   By accepting any Option or other benefit under the Plan,
        each participant and each person claiming under or through him shall be
        conclusively deemed to have indicated his acceptance and ratification
        of, and consent to, any action taken under the Plan by the Company or
        the Board.

                (g)   The appropriate officers of the Company shall cause to be
        filed any reports, returns or other information regarding Options
        hereunder or any Common Stock issued pursuant hereto as may be required
        by Section 13 or 15(d) of the Securities Exchange Act of 1934, as
        amended, or any other applicable statute, rule or regulation.

        8.  AMENDMENT OR DISCONTINUANCE.  The Plan may be amended at any time 
and from time to time by the Board as the Board shall deem advisable; provided,
however, that no amendment shall become effective without shareholder approval
if such shareholder approval is required by law, rule or regulation. No
amendment of the Plan shall materially and adversely affect any right of any
participant with respect to any Option theretofore granted without such
participant's written consent.

        9.   TERMINATION.  This Plan shall terminate upon the earlier of the 
following dates or events to occur:

                (a)   upon the adoption of a resolution of the Board termination
the Plan; or

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                (b)   ten years from the date the Plan is initially approved and
        adopted by the shareholders of the Company.

        No termination of the Plan shall materially and adversely affect any of 
the rights or obligations of any person, without his consent, under any Option 
theretofore granted under the Plan.

        10.   EFFECTIVE DATE OF PLAN.  The Plan will become effective on the 
date that it is approved by the affirmative vote of the holders of a majority of
the shares of Common Stock entitled to notice of and to vote at the Company's 
1993 Annual Meeting of Stockholders.


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                            FIRST AMENDMENT TO THE 
                              RYKOFF-SEXTON, INC
                        1993 DIRECTOR STOCK OPTION PLAN
        
        THIS AMENDMENT is made effective as of October 1, 1994, by 
RYKOFF-SEXTON INC., a Delaware corporation (the "Company"), with respect to the 
Rykoff-Sexton, Inc. 1993 Director Stock Option Plan (the "Plan").

                                   RECITALS:
                                   --------

        WHEREAS, by an instrument in writing effective as of the date of the 
Company's 1993 Annual Meeting and entitled "Rykoff-Sexton, Inc. 1993 Director 
Stock Option Plan", the Company did create and establish the Plan for the 
benefit of the members of its Board of Directors (the "Board");

        WHEREAS, Section 8 of the Plan provides for the amendment thereof by the
Board in the manner and upon the terms and conditions therein recited;

        WHEREAS, the Board has been advised by counsel that it would be 
advisable to amend the Plan to facilitate compliance with an amendment to Rule 
16b-3 that was adopted by the Securities and Exchange Commission in Exchange 
Release Number 28869; and

        Whereas, the Board has also been advised by counsel that such amendment 
may be adopted without shareholder approval;

        NOW, THEREFORE, in accordance with the provisions of the Plan and as 
provided for thereby, the Plan is hereby amended in the following manner:

        1.   Effective October 1, 1994, Section 8 is hereby revoked and a 
new Section 8 is hereby adopted in lieu thereof, reading as follows:

             8. Amendment or Discontinuance. The Plan may be amended at any time
        and from time to time by the Board as the Board shall deem advisable;
        provided, however that:

                (a) no amendment shall become effective without shareholder
        approval if such shareholder approval is required by law, rule or
        regulation;

                (b) no amendment shall materially and adversely affect any right
        of any participant with respect to any Option theretofore granted,
        without such participant's written consent; and


                (c) the following Plan provisions shall not be amended more 
        than once every six (6) months, other than to comport with changes in
        the Internal Revenue Code, the Employee Retirement Income Security Act
        or the rules thereunder:

                        (i)     those designating the categories of individuals 
        eligible to participate;
        
                        (ii)    those stating the amount and price of 
        securities to be awarded; and

                        (iii)   those specifying the timing of awards.

        2.   Save as herein expressly amended, all of the terms and covenants
of, and Options awarded under the Plan shall remain in full force and effect.

        The Secretary of the Company hereby certifies that this Amendment was
duly adopted by the Board on the __ day of ____________, 1994.


                                                By: 
                                                   ----------------------------
                                                Neil I. Sell, Secretary