TERMS AND CONDITIONS

In consideration of the extension of credit or the delivery of goods and/or services by Seller to Applicant, Applicant agrees to the following terms and conditions:

1. If this Application is approved, Seller, in Seller's sole discretion, and notwithstanding any request of Applicant, will establish a maximum credit line (if applicable) for Applicant and shall have the right to increase, decrease or terminate Applicant's credit privileges under this Application at any time without prior notice to Applicant, except as otherwise provided by law.

2. All purchases by Applicant of goods and/or services from Seller will be made in accordance with the terms and conditions of this Application, and any invoice, promissory note, distributor agreement, and/or other documents evidencing Applicant's obligations to Seller (each, a "subsequent agreement"), all of which are incorporated in this Application by this reference. To the extent that there is any conflict between the terms and conditions set forth in this Application and any subsequent agreement, the terms and conditions of the subsequent agreement shall control. To the extent Applicant is part of or subsequently becomes part of a national or regional pricing program governed by a distributor agreement, Applicant acknowledges and agrees that it shall be bound by the terms and conditions of any such distributor agreement, notwithstanding that Applicant is not and will not be a signatory to such agreement. Applicant further agrees to waive, release, forever discharge and hold harmless the Seller, together with all of Seller's officers, directors, employees, attorneys and agents, from any and all losses, damages, costs, expenses, rights, claims, demands, judgments, obligations, actions and causes of action, which Applicant may have arising out of or in connection with any dispute or disagreement regarding whether or not Applicant is bound by the terms of such distributor agreement. Applicant agrees and understands that this is a legally binding agreement, provided, that Seller may, in Seller's sole discretion, change the terms and conditions of this Application. Any such changes shall apply to all sales after such change is made.

3. Title to all goods purchased from Seller shall pass upon delivery to the receiving dock of Applicant and acceptance by authorized signature, subject to rejection of certain items by notation on the invoice. Applicant agrees that it shall be subject to and bound by Seller's "Customer Policy," which Customer Policy is incorporated herein by reference. Seller's Customer Policy may be found at www.usfood.com.

4. Payment of the purchase price for goods and/or services acquired from Seller shall be made pursuant to the terms set forth on each invoice, and Applicant agrees to pay all charges according to the payment terms established in said invoice. The entire outstanding balance due to Seller on all invoices shall become due in full immediately upon any of the following: (i) a default in the payment of any invoice, or (ii) a default by Applicant under any related subsequent agreement; including, without limitation, any guaranty provided at any time in support of this Application. Unless otherwise agreed in writing by the Seller, Applicant agrees to pay interest in the amount of 1.5% per month, or the maximum rate that Applicant may lawfully contract to pay, whichever is less, and in all events calculated in accordance with applicable law, on any payment considered past due until collected. Applicant agrees to pay all costs of collection incurred by Seller, including reasonable attorneys' fees and expenses.

5. This Application and all transactions between Applicant and Seller shall be governed by and interpreted in accordance with the laws and decisions of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware.

6. Applicant may not assign any relationship with Seller that arises out of this Application or any subsequent agreement without the prior written consent of Seller, which consent may be withheld for any reason. Applicant agrees to immediately notify Seller via certified mail of any sale of a significant portion of the assets or business of Applicant, or a sale of a substantial interest in the capital stock or other ownership interest of Applicant and Seller retains the right to immediately terminate Applicant's credit privileges upon receipt of such notice.

7. IF THIS APPLICATION IS NOT APPROVED IN FULL OR IF ANY OTHER ADVERSE ACTION IS TAKEN WITH RESPECT TO APPLICANT'S CREDIT WITH SELLER, APPLICANT HAS THE RIGHT TO REQUEST WITHIN 60 DAYS OF SELLER'S NOTIFICATION OF SUCH ADVERSE ACTION, A STATEMENT OF SPECIFIC REASONS FOR SUCH ACTION, WHICH STATEMENT WILL BE PROVIDED WITHIN 30 DAYS OF SAID REQUEST. The Federal Equal Credit Opportunity Act prohibits creditors from discrimination against credit applicants on the basis of race, color, religion, national origin, sex, marital status or age (provided that the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance programs; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The Federal agency that administers compliance with this law concerning the creditor is the Federal Trade Commission, Washington, D.C.

8. Applicant irrevocably consents and submits to the nonexclusive jurisdiction of any state or federal court located in the State of Illinois in connection with any actions or proceedings arising from, relating to or in connection with Applicant's obligations to Seller or this Application. Applicant waives any right it may have to change the venue of any litigation brought against it by Seller.

9. Applicant agrees that all information as to source, quantity, and price of goods and services provided by Seller shall be maintained in confidence and shall not (without Seller's prior written consent, said consent not to be unreasonably withheld) be released to any private third party for any reason whatsoever other than pursuant to a validly issued subpoena from a court or governmental authority having jurisdiction over Applicant, pursuant to the rules, regulations or requirements of any state or federal agency or department or pursuant to a discovery request made under applicable court rules and to which Applicant is required to respond.

10. APPLICANT (I) AGREES THAT SELLER MAY, AT SELLER'S SOLE OPTION, REQUIRE APPLICANT TO ARBITRATE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS APPLICATION, ANY CREDIT EXTENDED BY SELLER TO APPLICANT OR ANY OTHER ISSUE WITH THE AMERICAN ARBITRATION ASSOCIATION OR ANY OTHER RECOGNIZED ARBITRATION GROUP IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES, AND ANY JUDGMENT OR AWARD RENDERED IN CONNECTION WITH SUCH ARBITRATION SHALL BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF; (II) CONSENTS TO SUCH ARBITRATION IN THE STATE OF ILLINOIS, AND TO THE APPLICATION OF DELAWARE LAW WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF THE STATE OF DELAWARE; AND (III) AGREES TO PAY ITS COST AND EXPENSES IN CONNECTION WITH THE ARBITRATION, INCLUDING, BUT NOT LIMITED TO, ARBITRATORS' FEES, ADMINISTRATION FEES AND ATTORNEYS' FEES.

11. To secure the full and timely payment by Applicant to Seller of all now existing and later arising amounts due Seller, in addition to any other security Applicant may provide to Seller under any subsequent agreement, Applicant grants to Seller a security interest in all of Applicant's personal property, both now owned or at any time in the future acquired and wherever located, including, but not limited to accounts, goods, inventory, equipment, fixtures and vehicles, together with the proceeds and products of any of them. Applicant authorizes Seller to file and perfect any and all statutory lien rights and any rights under indemnity or performance bonds regardless of whether payment is then due to Seller. In addition, Applicant specifically authorizes Seller to prepare and file without Applicant's signature any Uniform Commercial Code ("UCC") financing statements, amendments to UCC financing statements and any other filings or recordings in all jurisdictions where Seller determines necessary or desirable, and authorizes Seller to describe the collateral in such filings in any manner as Seller determines appropriate.

12. If Applicant ceases doing business with Seller for any reason, including Seller's termination of Applicant's credit privileges, Applicant will immediately purchase (or cause Applicant's approved third party to purchase) from Seller, on a "cash on delivery" basis, all remaining proprietary or special order items in Seller's inventory that were purchased or prepared for Applicant.

13. Applicant acknowledges (i) that Seller may be required from time to time to disclose certain information contained in this Application or in subsequent agreements including in response to requests made by the Office for Foreign Assets Control ("OFAC"), and (ii) that any such disclosure shall not result in a breach of any Seller's obligation to Applicant under this Application or under any subsequent agreement, or result in any obligations or liability on the part of Seller.

14. This Agreement may be delivered by electronic transmission or facsimile which shall be deemed to be an original.

For ACH Auto Deduct

Our company agrees to pay US Foods, Inc. by electronic funds transfer and hereby authorizes US Foods or its designated representative to periodically debit the undersigned bank account(s) in line with payment terms provided by US Foods. It is acknowledged that US Foods will have no authority to draw upon the bank accounts of the undersigned at any time prior to the due date based on your payment terms as indicated on your invoice. In no event will US Foods be authorized to withdraw any amounts in excess of the net invoice amount. Credits due and identified at the time of delivery will also be applied to the invoice prior to initiating the debit. This agreement may be revoked by the undersigned or US Foods upon 30 days written notice to either party. This agreement may be revoked immediately by US Foods upon notification that any charge due has not been paid due to insufficient funds or is paid but reversed by any bank of notice to US Foods of the undersigned’s bankruptcy. In the event my electronic debit or transfer is returned, I agree that a $25.00 return item fee will be electronically charged to my account. The undersigned agrees to provide a copy of this agreement to its bank or other depository from which the direct debits are to be made and shall request such bank to cooperate with US Foods in the payment of all charges.