S-4

   As filed with the Securities and Exchange Commission on January 28, 2003.
                                                     Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               -----------------
                                   FORM S-4
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                               -----------------
                                ROUNDY'S, INC.*
            (Exact name of registrant as specified in its charter)
                               -----------------
                                                       
           Wisconsin                        5411                 39-0854535
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)     Classification Number)    Identification No.)


                               -----------------
                              23000 Roundy Drive
                           Pewaukee, Wisconsin 53072
                           Telephone: (262) 953-7999
  (Address, including zip code, and telephone number, including area code, of
                   registrants' principal executive offices)
                               -----------------
                                Edward G. Kitz
                    Vice President, Secretary and Treasurer
                              23000 Roundy Drive
                           Pewaukee, Wisconsin 53072
                           Telephone: (262) 953-7999
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                               -----------------
                                  Copies to :
               Dennis M. Myers, Esq.       Andrew J. Guzikowski
               Gerald T. Nowak, Esq.   Whyte Hirschboeck Dudek S.C.
                 Kirkland & Ellis       111 East Wisconsin Avenue
               200 E. Randolph Drive            Suite 2100
              Chicago, Illinois 60601   Milwaukee, Wisconsin 53202
             Telephone: (312) 861-2000  Telephone: (414) 273-2100
   * The Co-Registrants listed on the next page are also included in this Form
S-4 Registration Statement as additional Registrants. The Co-Registrants are
the direct and indirect domestic subsidiaries of the Registrant and the
guarantors of the notes to be registered hereby.

   Approximate date of commencement of proposed sale of the securities to the
public: The exchange will occur as soon as practicable after the effective date
of this Registration Statement.

   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [_]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [_]

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

                        CALCULATION OF REGISTRATION FEE
================================================================================


                                                                   Proposed       Proposed
                                                      Amount       Maximum        Maximum
                                                      to be     Offering Price   Aggregate       Amount of
Title of Each Class of Securities to be Registered  Registered   Per Unit (1)  Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------
                                                                                  
8 7/8% Senior Subordinated Notes due 2012, Series B $75,000,000      100%       $75,000,000        $6,900(1)
- --------------------------------------------------------------------------------------------------------------
Guarantees on Senior Subordinated Notes (2)........ $75,000,000       --            --                (3)
- --------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(1)Calculated in accordance with Rule 457 under the Securities Act of 1933, as
   amended.
- --------------------------------------------------------------------------------
(2)All subsidiary guarantors are wholly owned direct or indirect subsidiaries
   of the Registrant and have each guaranteed the Notes being registered.
(3)Pursuant to Rule 457(n), no separate fee is payable with respect to the
   guarantees being registered hereby.

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

   The Registrant and the Co-Registrants hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Co-Registrants shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================





                                       Primary
                                       Standard                     I.R.S.
                                      Industrial   Jurisdiction    Employer
           Exact Name of            Classification      of      Identification
      Additional Registrants*           Number      Formation        No.
      -----------------------       -------------- ------------ --------------
                                                       
 Cardinal Foods, Inc.                    5411       Delaware      31-1193505

 Holt Public Storage, Inc.               4225       Wisconsin     39-1625007

 Insurance Planners, Inc.                6411       Wisconsin     39-1017345

 I.T.A., Inc.                            4213       Wisconsin     39-1598441

 Jondex Corp.                            6512       Wisconsin     39-6043038

 Kee Trans, Inc.                         4213       Wisconsin     39-1598439

 Mega Marts, Inc.                        5411       Wisconsin     39-1584570

 Midland Grocery of Michigan, Inc.       5141       Michigan      31-1271538

 Pick 'n Save Warehouse Foods, Inc.      5411       Wisconsin     39-1237362

 Rindt Enterprises, Inc.                 5411       Wisconsin     39-1266185

 Ropak, Inc.                             5411       Wisconsin     39-6043358

 Scot Lad Foods, Inc.                    5141       Wisconsin     36-3318402

 Scot Lad-Lima, Inc.                     5141         Ohio        34-1755052

 Shop-Rite, Inc.                         5411       Wisconsin     39-1134847

 Spring Lake Merchandise, Inc.           5122         Ohio        34-1597319

 The Copps Corporation                   5411       Wisconsin     39-0763870

 The Midland Grocery Company             5141         Ohio        31-4252895

 Ultra Mart Foods, Inc.                  5411       Wisconsin     39-6043054

 Village Market, LLC                     5411        Indiana      35-2077271

- --------
*  The address for each of the Co-Registrants is c/o Roundy's, Inc., 23000
   Roundy Drive, Pewaukee, Wisconsin 53072, telephone (262) 953-7999.

   The name and address, including zip code, of the agent for service for each
of the Co-Registrants is Edward G. Kitz, Secretary of Roundy's, Inc., 23000
Roundy Drive, Pewaukee, Wisconsin 53072. The telephone number, including area
code, of the agent for service for each of the Co-Registrants is (262) 953-7999.



                 SUBJECT TO COMPLETION, DATED JANUARY 28, 2003

                                              Filed pursuant to Rule 424(b)(3)
                                              Registration No. 333-97623
PROSPECTUS
[LOGO] ROUNDY'S (R)
SINCE 1872

                                ROUNDY'S, INC.

                              Exchange Offer for
                                  $75,000,000
               8 7/8% Senior Subordinated Notes due 2012

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

                         We are offering to exchange:

up to $75,000,000 of our new 8 7/8% Senior Subordinated Notes due 2012, series B

                                      for

  a like amount of our outstanding 8 7/8% Senior Subordinated Notes due 2012.

                       Material Terms of Exchange Offer

                                                               
..The terms of the notes to be issued in the exchange offer         indebtedness that expressly provides that it is not senior
 are substantially identical to the outstanding notes, except      to these notes and the guarantees. The notes are senior to
 that the transfer restrictions and registration rights relating   trade payables, which totalled $215.2 million as of
 to the outstanding notes will not apply to the exchange           September 28, 2002.
 notes.
                                                                  .Expires at 12:00 midnight, New York City time, on
..There is no existing public market for the outstanding                        , 2003, unless extended.
 notes or the exchange notes. We do not intend to list the
 exchange notes on any securities exchange or seek                .The exchange of notes will not be a taxable event for
 approval for quotation through any automated trading              U.S. federal income tax purposes.
 system.
                                                                  .Not subject to any condition other than that the exchange
..These notes and the subsidiary guarantees will be                 offer not violate applicable law or any applicable
 unsecured senior subordinated obligations. They will rank         interpretation of the Staff of the SEC.
 behind all of our and our guarantors subsidiaries' current
 and future indebtedness (other than trade payables), except      .We will not receive any proceeds from the exchange
                                                                   offer.



   For a discussion of certain factors that you should consider before
participating in this exchange offer, see "Risk Factors" beginning on page 11
of this prospectus.

   Neither the SEC nor any state securities commission has approved the notes
to be distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

                                     , 2003



   We have not authorized anyone to give any information or represent anything
to you other than the information contained in this prospectus. You must not
rely on any unauthorized information or representations.

   Until             , 2003, all dealers that, buy, sell or trade the exchange
notes, whether or not participating in the exchange offer, may be required to
deliver a prospectus. This requirement is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments and subscriptions.

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



                              PROSPECTUS SUMMARY

   The following summary highlights certain significant aspects of our business
and the exchange offer, but you should read this entire prospectus, including
the financial data and related notes, before making an investment decision. In
this prospectus, unless the context otherwise requires, references to the
"issuer" refer to Roundy's, Inc., exclusive of its subsidiaries, and references
to "Roundy's," "we," "us," "our," "the company" and other similar terms refer
to the combined businesses of the issuer and all of its subsidiaries. Unless
otherwise provided, pro forma financial data contained herein give effect to
the May 2001 acquisition by us of The Copps Corporation, the acquisition of the
company by Roundy's Acquisition Corp. and the related financing transactions.
The information contained herein does not reflect our acquisition of four
licensed Pick 'n Save retail grocery stores from Robert Gold on October 23,
2002, or our acquisition of Prescott's Supermarkets, Inc., an operator of seven
retail stores, on January 21, 2002. See "Recent Developments." You should
carefully consider the information set forth under the heading "Risk Factors."
Our fiscal year is the 52 or 53 week period ending on the Saturday nearest to
December 31 and is identified by the calendar year ending nearest to such date.

Our Business

   We are the largest food retailer in the State of Wisconsin and the eighth
largest food wholesaler in the United States based on 2001 annual net sales. We
distribute a full line of food and non-food products from eight wholesale
distribution centers in four Midwestern states and provide value-added services
such as market analysis, business development, accounting and inventory control
and retail training to approximately 800 licensee and independent retail
locations in Wisconsin and throughout the Midwest. For the 12 months ended
December 29, 2001, we generated pro forma net sales and earnings before
patronage dividends, interest, taxes, and depreciation and amortization
("Adjusted EBITDA") of $3.6 billion and $119.8 million, respectively. For the
12 months ended December 29, 2001, we generated net sales and net earnings of
$3.4 billion and $25.8 million, respectively.

   Our Retail Operations.  As of September 28, 2002 we operated our 59
company-owned retail grocery stores primarily under the Pick 'n Save and Copps
banners. During fiscal years 1999 to 2001, our stores (including stores
operated while under previous ownership) experienced annual same store sales
growth of 5.8%, 3.4% and 3.5%, respectively. Our retail stores are among the
industry leaders in weekly sales per store, with an average of $496,000 in
2001, as compared to an industry average of $325,000.

   Pick 'n Save.  In addition to our 34 company-owned stores, we also license
   the Pick 'n Save brand name to independent retailers operating 55 locations
   primarily in Wisconsin. Our Pick 'n Save banner has an estimated 40% market
   share in the metropolitan Milwaukee area and maintains leading market
   positions elsewhere in Wisconsin.

   Copps.  The majority of our Copps stores are operated as combination food
   and drug stores, with the remainder operated as traditional supermarkets.

   Our Wholesale Operations.  From our eight strategically located wholesale
distribution centers located in Wisconsin (3), Indiana (2), Ohio (2) and
Illinois (1), we supply over 30,000 products to approximately 800 licensee and
independent retail locations. Based upon 2001 annual net sales, we are the
eighth largest food wholesaler in the United States and a leading food
wholesaler in the Midwest. We believe that our annual wholesale net sales
volume provides us with economies of scale and substantial purchasing power.

   We are a corporation organized under the laws of the State of Wisconsin. Our
principal executive offices are located at 23000 Roundy Drive, Pewaukee,
Wisconsin 53072, and our telephone number is (262) 953-7999. Our website is
www.roundys.com. The information contained on the website is not part of this
prospectus and is not incorporated in this prospectus by reference.

                                      1



Our Strengths

   Strong Regional Franchise with a Long History.  Over the course of our
130-year operating history, we believe that we have developed strong ties with
the communities in which we operate, as reflected in a recent survey that found
that Milwaukee metropolitan area shoppers believed that Pick 'n Save maintains
superior community involvement.

   Leading Market Positions.  The Pick 'n Save banner maintains the number one
market position in Milwaukee with an estimated 40% market share in the
metropolitan area, which has a population of approximately 1.5 million.
Additionally, through our Pick 'n Save and Copps banners, we maintain the
number one market position in several other large Wisconsin markets, including
Madison, Appleton and Racine.

   Prime Locations with a Modern Store Base.  The majority of our stores are
situated in high traffic areas throughout Milwaukee and other urban and
suburban markets. Approximately 79% of our stores have been newly built or
remodeled within the past five years. Going forward, we expect to complete
either a major or minor remodeling of each of our stores every five to seven
years to maintain our stores' modern appearance and our competitive position
within our markets.

   Significant Captive Revenue Stream.  Approximately 69% of our wholesale net
sales in 2001 was derived from sales to (i) our company-owned stores; (ii) our
licensed Pick 'n Save locations; and (iii) independent customers under
long-term supply contracts. We believe that we have created strong economic
incentives for both our licensed customers and other customers under supply
contracts to maintain their relationship with us and maximize their purchases
from us.

   Long-Standing and Diverse Customer Relationships.  Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and have been conducting business with us for
an average of 22 years. Additionally, we have a diverse customer base of
approximately 800 retail locations, with our largest independent licensee or
wholesale customer accounting for approximately five percent of our wholesale
operations' net sales in 2001.

   Experienced Management Team with Strong Track Record.  Robert A. Mariano,
our Chairman, Chief Executive Officer and President, and Darren W. Karst, our
Executive Vice President and Chief Financial Officer, both have a significant
amount of experience in the grocery business. Messrs. Mariano and Karst are the
former Chief Executive Officer and Chief Financial Officer, respectively, of
Dominick's Supermarkets, Inc. In June 2002 Messrs. Mariano and Karst joined our
knowledgeable and experienced senior management team, which has an average of
11 years of experience with us and 19 years within the industry. Messrs.
Mariano and Karst and other members of Roundy's senior management beneficially
own approximately 10% of our fully diluted equity.

Our Strategy

   Pursue Operational Enhancements.  We believe we have the opportunity to
enhance revenue growth and improve margins through the implementation of
selected operational enhancements. We also believe there are opportunities for
us to reduce our operating expenses through a continued focus on labor
productivity, as well as the pursuit of further wholesale distribution network
efficiencies.

   Expand our Store Base.  We intend to maintain and build upon our market
leadership positions in our primary markets by selectively expanding our store
base in and around our primary market of Wisconsin. We believe we can leverage
our widely recognized Pick 'n Save banner and market leadership positions to
strategically open new stores and fill in our geographic footprint.

                                      2



   Pursue Strategic Acquisition Opportunities.  We will continue to evaluate
and selectively pursue strategic acquisitions that complement our existing
retail operations in and around our primary market of Wisconsin.

                              Recent Developments

   On January 21, 2003, we completed the acquisition of substantially all of
the capital stock of Prescott's Supermarkets, Inc. ("Prescott's") for $48.7
million in cash (the "Prescott's Acquisition").

   Prescott's is a seven store licensed Pick 'n Save store group. The stores
are all located in Wisconsin in the cities of Fond du Lac (3 stores), Oshkosh
(2 stores) and West Bend (2 stores). In addition to the seven stores, Roundy's
also acquired the Everix Bakery, a facility owned and operated by Prescott's.

   On October 23, 2002, we completed the acquisition of four licensed Pick 'n
Save retail grocery stores located in the Milwaukee metropolitan area from
Robert Gold (the "Gold's Acquisition") for approximately $26.0 million in cash
plus the value at the seller's cost of inventory in such stores.

   On December 19, 2002 we selected Ernst & Young LLP to serve as our
independent public accountants and dismissed Deloitte & Touche LLP, our former
independent public accountants. This change, made by our Board of Directors
upon the recommendation of its Audit Committee, came as the result of a
competitive process we had undertaken, in the ordinary course of business, to
select our independent public accountants on a going forward basis.

   On December 10, 2002, we entered into an amendment to our senior credit
facility to clarify the timing of acquisitions related to the timing of the
incurrence of debt to finance those acquisitions.

                               The Transactions

   On April 8, 2002, Roundy's, Inc. and Roundy's Acquisition Corp., or "RAC,"
entered into a share exchange agreement pursuant to which, among other things
and subject to the terms and conditions contained therein, RAC acquired all of
the issued and outstanding capital stock of Roundy's. This transaction was
completed on June 6, 2002. RAC is a corporation formed at the direction of
Willis Stein & Partners III, L.P. ("Willis Stein") for the purpose of acquiring
Roundy's. RAC is owned by investment funds controlled by Willis Stein, certain
other associated investors, and Messrs. Mariano and Karst. For ease of
reference, we collectively refer to these investors as the "equity investors"
in this prospectus. We refer collectively to the following events, which
occurred pursuant to the share exchange agreement and related documents, as
"the Transactions":

  .  the purchase by the equity investors of preferred and common stock of RAC
     for approximately $314.5 million in cash;

  .  the borrowing by Roundy's of approximately $250.0 million under a term
     loan;

  .  the rollover of approximately $13.9 million of capital leases;

  .  the offering of $225.0 million in aggregate principal amount of notes; and

  .  the acquisition of all of the issued and outstanding capital stock of
     Roundy's, Inc. by RAC, resulting in Roundy's becoming a wholly owned
     subsidiary of RAC, and the payment of the acquisition consideration in
     connection therewith and the payment of related fees and expenses.


                                      3



                                  The Sponsor

   Willis Stein & Partners, headquartered in Chicago, is a private equity
investment firm specializing in investments in profitable, well-managed and
growing businesses targeting the consumer products and services, media,
telecommunications, business services, manufacturing and health care
industries. The principals of Willis Stein have made investments in more than
40 companies and currently manage approximately $3 billion of equity capital
through their three limited partnership funds. Willis Stein is currently
investing its third fund, a $1.8 billion private equity fund established in
2000.

   Willis Stein's investment strategy is to build long-term value in the
companies it acquires, emphasizing collaboration with highly motivated
management teams to develop and implement operating strategies that will
enhance value. The companies in which it invests typically have strong
franchises with leading market positions.

                                      4



                         Summary of the Exchange Offer

The Initial Offering of
  Outstanding Notes.........  We sold the outstanding notes on December 17,
                              2002 to Bear, Stearns & Co. Inc. and CIBC World
                              Markets Corp. We collectively refer to those
                              parties in this prospectus as the "initial
                              purchasers." The initial purchasers subsequently
                              resold the outstanding notes to qualified
                              institutional buyers pursuant to Rule 144A under
                              the Securities Act of 1933, as amended.

Registration Rights Agreement Simultaneously with the initial sale of the
                              outstanding notes, we entered into a registration
                              rights agreement for the exchange offer. In the
                              registration rights agreement, we agreed, among
                              other things, to use our reasonable best efforts
                              to file a registration statement with the SEC
                              within 90 days and to complete this exchange
                              offer within 210 days of issuing the outstanding
                              notes. The exchange offer is intended to satisfy
                              your rights under the registration rights
                              agreement. After the exchange offer is complete,
                              you will no longer be entitled to any exchange or
                              registration rights with respect to your
                              outstanding notes.

The Exchange Offer..........  We are offering to exchange the exchange notes,
                              which have been registered under the Securities
                              Act for your outstanding notes, which were issued
                              on December 17, 2002 in the initial offering. In
                              order to be exchanged, an outstanding note must
                              be properly tendered and accepted. All
                              outstanding notes that are validly tendered and
                              not validly withdrawn will be exchanged. The
                              exchange offer will remain open for up to 30 days
                              before it expires. We will issue exchange notes
                              promptly after the expiration of the exchange
                              offer.

Resales.....................  We believe that the exchange notes issued in the
                              exchange offer may be offered for resale, resold
                              and otherwise transferred by you without
                              compliance with the registration and prospectus
                              delivery provisions of the Securities Act
                              provided that:

                             .  the exchange notes are being acquired in the
                                ordinary course of your business;

                             .  you are not participating, do not intend to
                                participate, and have no arrangement or
                                understanding with any person to participate,
                                in the distribution of the exchange notes
                                issued to you in the exchange offer; and

                             .  you are not our affiliate.

                              If any of these conditions are not satisfied and
                              you transfer any exchange notes issued to you in
                              the exchange offer without delivering a
                              prospectus meeting the requirements of the
                              Securities Act or without an exemption from
                              registration of your exchange notes from these
                              requirements you may incur liability under the
                              Securities Act. We will not assume, nor will we
                              indemnify you against, any such liability.

                                      5



                              Each broker-dealer that is issued exchange notes
                              in the exchange offer for its own account in
                              exchange for outstanding notes that were acquired
                              by that broker-dealer as a result of
                              market-marking or other trading activities, must
                              acknowledge that it will deliver a prospectus
                              meeting the requirements of the Securities Act in
                              connection with any resale of the exchange notes.
                              A broker-dealer may use this prospectus for an
                              offer to resell, resale or other retransfer of
                              the exchange notes issued to it in the exchange
                              offer.

Record Date.................  We mailed this prospectus and the related
                              exchange offer documents to registered holders of
                              outstanding notes on            , 2003.

Expiration Date.............  The exchange offer will expire at 12:00 midnight,
                              New York City time,            , 2003, unless we
                              decide to extend the expiration date.

Conditions to the Exchange
  Offer.....................  The exchange offer is not subject to any
                              condition other than that the exchange offer not
                              violate applicable law or any applicable
                              interpretation of the staff of the SEC.

Procedures for Tendering
  Outstanding Notes.........  We issued the outstanding notes as global
                              securities. When the outstanding notes were
                              issued, we deposited the global notes
                              representing the outstanding notes with BNY
                              Midwest Trust Company, as book-entry depositary.
                              BNY Midwest Trust Company issued a
                              certificateless depositary interest in each
                              global note we deposited with it, which
                              represents a 100% interest in the notes, to The
                              Depositary Trust Company, known as DTC.
                              Beneficial interests in the outstanding notes,
                              which are held by direct or indirect participants
                              in DTC through the certificateless depositary
                              interest, are shown on records maintained in
                              book-entry form by DTC.

                              You may tender your outstanding notes through
                              book-entry transfer in accordance with DTC's
                              Automated Tender Offer Program, known as ATOP. To
                              tender your outstanding notes by a means other
                              than book-entry transfer, a letter of transmittal
                              must be completed and signed according to the
                              instructions contained in the letter. The letter
                              of transmittal and any other documents required
                              by the letter of transmittal must be delivered to
                              the exchange agent by mail, facsimile, hand
                              delivery or overnight carrier. In addition, you
                              must deliver the outstanding notes to the
                              exchange agent or comply with the procedures for
                              guaranteed delivery. See "The Exchange
                              Offer--Procedures for Tendering Outstanding
                              Notes" for more information.

                              Do not send letters of transmittal and
                              certificates representing outstanding notes to
                              us. Send these documents only to the exchange
                              agent. See "The Exchange Offer--Exchange Agent"
                              for more information.

                                      6



Special Procedures for
  Beneficial Owners.........  If you are the beneficial owner of book-entry
                              interests and your name does not appear on a
                              security position listing of DTC as the holder of
                              the book-entry interests or if you are a
                              beneficial owner of outstanding notes that are
                              registered in the name of a broker, dealer,
                              commercial bank, trust company or other nominee
                              and you wish to tender the book-entry interest or
                              outstanding notes in the exchange offer, you
                              should contact the person in whose name your
                              book-entry interests or outstanding notes are
                              registered promptly and instruct that person to
                              tender on your behalf.

Withdrawal Rights...........  You may withdraw the tender of your outstanding
                              notes at any time prior to 12:00 midnight, New
                              York City time on            , 2003.

Federal Income Tax
  Considerations............  The exchange of outstanding notes will not be a
                              taxable event for United States federal income
                              tax purposes.

Use of Proceeds.............  We will not receive any proceeds from the
                              issuance of exchange notes pursuant to the
                              exchange offer. We will pay all of our expenses
                              incident to the exchange offer.

Exchange Agent..............  BNY Midwest Trust Company is serving as the
                              exchange agent in connection with the exchange
                              offer.

                    Summary of Terms of the Exchange Notes

   The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes, except that the exchange notes will be registered
under the Securities Act. As a result, the exchange notes will not bear legends
restricting their transfer and will not contain the registration rights and
liquidated damage provisions contained in the outstanding notes. The exchange
notes represent the same debt as the outstanding notes. Both the outstanding
notes and the exchange notes are governed by the same indentures. We use the
term notes in this prospectus to collectively refer to the outstanding notes
and the exchange notes.

Issuer......................  Roundy's, Inc., a Wisconsin corporation.

Securities..................  $75.0 million in principal amount of 8 7/8%
                              Senior Subordinated Notes due 2012, Series B.

Maturity....................  June 15, 2012.

Interest....................  Annual rate: 8 7/8%. Payment frequency: every six
                              months on June 15 and December 15. First payment:
                              June 15, 2003.

Ranking.....................  These notes and the subsidiary guarantees will be
                              unsecured senior subordinated obligations. They
                              will rank behind all of our and our guarantors
                              subsidiaries' current and future indebtedness
                              (other than trade payables), except indebtedness
                              that expressly provides that it is not senior to
                              these notes and the guarantees. The notes are
                              senior to trade payables, which totalled $215.2
                              million as of September 28, 2002. See
                              "Description of Senior Credit Facility."

                                      7



                              Assuming we had completed the offering of the
                              notes described in this prospectus on
                              September 28, 2002:

                             .  our outstanding senior indebtedness would have
                                been $263.9 million;

                             .  the guarantors' senior indebtedness would have
                                been $263.9 million, of which $250.0 million
                                would have consisted of guarantees of
                                borrowings under our senior credit facility; and

                             .  the notes would have ranked equally to $225.0
                                million of our existing 8 7/8% Senior
                                Subordinated Notes due 2012.

Guarantees..................  The notes will be unconditionally guaranteed,
                              jointly and severally, by all of our domestic
                              restricted subsidiaries. However, not all of our
                              subsidiaries will be guarantors. If we cannot
                              make payments when they are due, the guarantor
                              subsidiaries must make them instead.

Optional Redemption.........  We may, at our option, redeem some or all of the
                              notes at any time after June 15, 2007 at the
                              redemption prices listed in the section
                              "Description of Notes" under the heading
                              "Optional Redemption."

                              Before June 15, 2005, we may redeem up to 35% of
                              the notes with the proceeds of certain sales of
                              our equity at the price listed in the section
                              "Description of Notes" under the heading
                              "Optional Redemption."

Repurchase at the Option of
  Holders...................  If we sell certain assets or experience specific
                              kinds of changes in control, you may require us
                              to repurchase the notes at the prices listed in
                              the section "Description of Notes--Repurchase at
                              the Option of Holders."

Basic Covenants of Indenture  We will issue the notes under an indenture with
                              BNY Midwest Trust Company, which will initially
                              act as trustee on your behalf. The indenture
                              will, among other things, restrict our ability
                              and the ability of our restricted subsidiaries to:

                             .  borrow money;

                             .  pay dividends on stock or purchase stock;

                             .  make other restricted payments and investments;

                             .  incur restrictions on the ability of certain of
                                our subsidiaries to pay dividends or make other
                                payments to us;

                             .  enter into transactions with affiliates; and

                             .  sell certain assets or merge with or into other
                                companies.

                              For more details, see "Description of
                              Notes--Certain Covenants."

   You should refer to the section entitled "Risk Factors" for an explanation
of material risks of participating in the exchange offer.

                                      8



                      SUMMARY CONSOLIDATED FINANCIAL DATA

   The following table presents summary historical consolidated statements of
earnings, balance sheet and other data and unaudited pro forma condensed
financial statements for the periods presented and should only be read in
conjunction with the "Unaudited Pro Forma Condensed Financial Statements,"
"Selected Historical Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the audited and unaudited
consolidated financial statements of Roundy's and the related notes thereto,
all included elsewhere in this prospectus. The historical financial data for
each of the three years in the period ended December 29, 2001, have been
derived from the historical consolidated financial statements of Roundy's
audited by Deloitte & Touche LLP included elsewhere herein. The historical
financial data as of September 28, 2002 and for the nine-month periods ended
September 29, 2001 and September 28, 2002, have been derived from the
historical unaudited financial statements of Roundy's included elsewhere
herein, which, in the opinion of management, include all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation. Results of operations for an interim period are not necessarily
indicative of results for a full year.



                                              Fiscal Year Ended                                 Nine Months Ended
                           -------------------------------------------------------  ----------------------------------------
                            January 1,   December 30,   December 29,   December 29, September 29, September 28, September 28,
                               2000          2000           2001           2001         2001          2002          2002
                           (predecessor) (predecessor)  (predecessor)  Pro Forma(1) (predecessor)  Combined(2)  Pro Forma(1)
                           ------------- -------------  -------------  ------------ ------------- ------------- -------------
                                                                 (dollars in thousands)
                                                                                           
Statement of Earnings Data: (3)
Revenues:
  Net sales and
   service fees (4).......  $2,656,832    $2,930,033     $3,387,761     $3,616,517   $2,455,856    $2,691,239    $2,691,239
  Other-net (5)...........      10,118         7,174          2,057          2,057        1,485         1,529         1,529
                            ----------    ----------     ----------     ----------   ----------    ----------    ----------
                             2,666,950     2,937,207      3,389,818      3,618,574    2,457,341     2,692,768     2,692,768
                            ----------    ----------     ----------     ----------   ----------    ----------    ----------
Costs and Expenses:
   Cost of sales (4)......   2,390,078     2,540,733      2,856,762      3,031,597    2,073,734     2,241,140     2,241,140
   Operating and
    administrative........     234,303       340,413(6)     465,038        526,237      333,768       380,345       385,185
   Interest...............       6,504        15,463         17,698         33,015       13,483        16,858        24,847
                            ----------    ----------     ----------     ----------   ----------    ----------    ----------
                             2,630,885     2,896,609      3,339,498      3,590,849    2,420,985     2,638,343     2,651,172
                            ----------    ----------     ----------     ----------   ----------    ----------    ----------
Earnings before
 patronage dividends......      36,065        40,598         50,320         27,725       36,356        54,425        41,596
Patronage dividends.......       6,447         5,035          8,681
                            ----------    ----------     ----------     ----------   ----------    ----------    ----------
Earnings before income
 taxes....................      29,618        35,563         41,639         27,725       36,356        54,425        41,596
Provision for
 income taxes (7).........      12,009        14,458         15,855(8)      10,473       15,633        22,314        17,311
                            ----------    ----------     ----------     ----------   ----------    ----------    ----------
Net earnings..............  $   17,609    $   21,105     $   25,784     $   17,252   $   20,723    $   32,111    $   24,285
                            ==========    ==========     ==========     ==========   ==========    ==========    ==========
Other Data:
Adjusted EBITDA (9).......  $   61,392    $   86,799     $  112,131     $  119,844   $   81,374    $  105,358    $  105,358
Cash provided by (used
 in):
   Operating activities...      52,731        81,256         76,281                      38,156        84,921
   Investing activities...     (44,701)     (152,083)      (105,395)                    (93,998)     (596,961)
   Financing activities...     (11,739)       42,335         34,737                      55,346       545,109
Capital expenditures......      35,869        37,706         32,614         38,061       20,355        23,578        23,578
Number of stores at end
 of period................          23            43             61             61           62            59            59
Ratio of earnings to fixed
 charges (10).............         5.0x          3.0x           3.0x           1.7x         3.0x          3.4x          2.3x




                                                            As of
                                                      September 28, 2002
                                                  --------------------------
                                                    Actual   As Adjusted(11)
                                                  ---------- ---------------
                                                       
    Balance Sheet Data:
    Working capital.............................. $   82,128   $  154,753
    Total assets.................................  1,253,181    1,327,806
    Total debt including current maturities of
     $2,917......................................    488,887      563,512
    Stockholders' equity.........................    327,026      327,026


                                      9



- --------
(1)Gives effect to the May 2001 acquisition by us of Copps and the
   Transactions, as if they had been effected on December 31, 2000, the first
   day of the 2001 fiscal year. The unaudited pro forma condensed consolidated
   financial statements do not give effect to the offering of notes described
   in this prospectus, the Prescott's Acquisition or our October 23, 2002
   acquisition of four licensed Pick 'n Save retail stores from Robert Gold.
(2)Represents the combined results for the nine months ended September 28,
   2002, including the results of the Company through June 6, 2002, the
   acquisition date (predecessor), and from June 7, 2002 through September 28,
   2002 (successor).
(3)Fiscal 2000 and 2001 include the effects of our acquisitions of 24 Pick 'n
   Save stores in the first quarter of fiscal 2000 and 21 Copps stores and a
   wholesale distribution center in May 2001. As a result, year-to-year data
   may not be comparable due to the effects of these acquisitions.
(4)Amounts for all periods have been restated to reflect the adoption by
   Roundy's, effective December 30, 2001, of Emerging Issues Task Force (EITF)
   Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
   Customer or a Reseller of the Vendor's Products." The effect of the adoption
   of EITF 01-9 was to classify certain sales promotions offered to retail
   customers as a reduction of sales (versus including them in cost of sales as
   previously recorded), with a corresponding reduction in cost of goods sold.
   As a result, the adoption of this accounting principle had no effect on our
   gross profit.
(5)Includes insurance settlement gains of $5.5 million and $3.3 million in
   fiscal 1999 and 2000, respectively.
(6)Includes a compensation charge of $3.1 million related to a term extension
   of previously granted stock options.
(7)Roundy's has historically operated a portion of its wholesale business on a
   cooperative basis, and has therefore determined its federal income tax
   liabilities under Subchapter T of the Internal Revenue Code, which governs
   the taxation of corporations operating on a cooperative basis. Under
   Subchapter T of the Internal Revenue Code, patronage dividends were deducted
   by Roundy's in determining taxable income, and were generally taxable to our
   former stockholders (including the value of the common stock) for federal
   income tax purposes.
(8)Net of a $2.4 million income tax benefit from resolution of prior year tax
   matters.
(9)Adjusted EBITDA represents earnings before patronage dividends, interest,
   taxes, depreciation and amortization. Adjusted EBITDA is presented because
   we believe EBITDA is frequently used by securities analysts, investors and
   other interested parties in the evaluation of companies in our industry.
   However, other companies in our industry may calculate Adjusted EBITDA
   differently than we do. Adjusted EBITDA may be relevant or useful to
   investors as we understand that securities analysts and others use measures
   like Adjusted EBITDA to value securities like the notes, and therefore
   investors may wish to consider Adjusted EBITDA because it is likely that the
   notes are being valued in part based on that measure. We use Adjusted EBITDA
   primarily as a measure of liquidity and to calculate compliance with the
   terms and covenants contained in the indenture governing the notes, many of
   which depend on formulas based on "Consolidated Cash Flow" (as defined in
   the indenture) which is similar/identical to Adjusted EBITDA, as presented.

   The following table presents the components of Adjusted EBITDA for each
period presented:



                                             Fiscal Year Ended,                            Nine Months Ended,
                              ------------------------------------------------- -----------------------------------------
                                                                   December 29,                             September 28,
                              January 1, December 30, December 29,     2001     September 29, September 28,     2002
                                 2000        2000         2001      Pro Forma       2001          2002        Pro Forma
                              ---------- ------------ ------------ ------------ ------------- ------------- -------------
                                                                                       
Net Earnings.................  $17,609     $21,105      $25,784      $17,252       $20,723       $32,111       $24,285
Patronage dividends..........    6,447       5,035        8,681
Interest.....................    6,504      15,463       17,698       33,015        13,483        16,858        24,847
Taxes........................   12,009      14,458       15,855       10,473        15,633        22,314        17,311
Depreciation and amortization   18,823      30,738       44,113       59,104        31,535        34,075        38,915

   Adjusted EBITDA is not a measurement of financial performance under
   generally accepted accounting principles and should not be considered as an
   alternative to cash flow from operating activities or as a measure of
   liquidity or an alternative to net income as indicators of our operating
   performance or any other measures of performance derived in accordance with
   generally accepted accounting principles. See the Statements of Consolidated
   Earnings included in our consolidated financial statements included
   elsewhere in this prospectus.
(10)In calculating the ratio of earnings to fixed charges, earnings consist of
    income before patronage dividends and income taxes plus fixed charges.
    Fixed charges consist of interest expense (which includes amortization of
    deferred financing costs) and one-third of rental expense, deemed
    representative of that portion of rental expense estimated to be
    attributable to interest. The ratio of earnings to fixed charges for the
    fiscal years ended January 3, 1998 and January 2, 1999 were 3.3x and 3.7x,
    respectively.
(11)As adjusted to give effect to the offering described in this prospectus,
    without giving effect to the use of proceeds therefrom.

                                      10



                                 RISK FACTORS

   You should carefully consider the risk factors set forth below as well as
the other information contained in this prospectus before making a decision to
participate in the exchange offer. Any of the following risks could materially
adversely affect our business, financial condition or results of operations.
Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial may also materially and adversely affect our
business operations. In such case, you may lose all or part of your original
investment.

                   Risks Associated with the Exchange Offer

  Because there is no public market for the notes, you may not be able to
  resell your notes.

   The exchange notes will be registered under the Securities Act, but will
constitute a new issue of securities with no established trading market and
will be subject to risks relating to:

  .  the liquidity of any trading market that may develop;
  .  the ability of holders to sell their exchange notes; or
  .  the price at which the holders would be able to sell their exchange notes.

   If a trading market were to develop, the exchange notes might trade at
higher or lower prices than their principal amount or purchase price, depending
on many factors, including prevailing interest rates, the market for similar
debentures and our financial performance.

   We understand that the initial purchasers currently intend to make a market
in the notes. However, they are not obligated to do so, and any market-making
activity with respect to the notes may be discontinued at any time without
notice. In addition, any market-making activity will be subject to the limits
imposed by the Securities Act and the Securities Exchange Act of 1934, and may
be limited during the exchange offer or the pendency of an applicable shelf
registration statement. An active trading market may not exist for the notes
and any trading market that does develop may not be liquid.

   In addition, any outstanding note holder who tenders in the exchange offer
for the purpose of participating in a distribution of the exchange notes may be
deemed to have received restricted securities, and if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. For a description of
these requirements, see "The Exchange Offer."

                          Risks Relating to the Notes

Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our obligations under these notes.

   We have a significant amount of indebtedness. On September 28, 2002, as
adjusted to give effect to this offering (without giving effect to the
application of proceeds), we had total indebtedness of $563.5 million (of which
$225.0 million consisted of our existing senior subordinated notes, $74.6
million consisted of the notes offered hereby and $263.9 million consisted of
senior debt). Our pro forma ratio of earnings to fixed charges, as adjusted to
give effect to the pro forma adjustments described elsewhere herein, but
without giving effect to this offering or the use of proceeds therefrom, was
1.7 to 1 for fiscal 2001, and 2.3 to 1 for the nine months ended September 28,
2002.

   Our substantial indebtedness could have important consequences to you. For
example, it could:

  .  make it more difficult for us to satisfy our obligation to pay interest
     and principal with respect to these notes;


                                      11



  .  increase our vulnerability to general adverse economic and industry
     conditions;

  .  require us to dedicate a substantial portion of our cash flow from
     operations to payments on our indebtedness, thereby reducing the
     availability of our cash flow to fund working capital, capital
     expenditures and other general corporate purposes;

  .  limit our flexibility in planning for, or reacting to, changes in our
     business and the industry in which we operate;

  .  place us at a competitive disadvantage compared to our competitors that
     have less debt; and

  .  limit our ability to borrow additional funds.

In addition, the indenture and our senior credit facility contain financial and
other restrictive covenants that limit our ability to engage in activities that
may be in our long-term best interests. Our failure to comply with those
covenants could result in an event of default which, if not cured or waived,
could result in the acceleration of all of our debts.

Despite current indebtedness levels, we and our subsidiaries may still be able
to incur substantially more debt. This could further exacerbate the risks
associated with our substantial leverage.

   We and our subsidiaries may be able to incur substantial additional
indebtedness in the future. The terms of the indenture do not fully prohibit us
or our subsidiaries from doing so. As of September 28, 2002, we could incur
additional borrowings of up to $114.8 million under our senior credit facility,
subject to the covenants contained therein, and all of those borrowings would
rank senior to the notes and the subsidiary guarantees. If new debt is added to
our current debt levels, the related risks that we now face could intensify.
See "Description of Senior Credit Facility."

To service our indebtedness, we will require a significant amount of cash. Our
ability to generate cash depends on many factors beyond our control.

   Our ability to make payments on and to refinance our indebtedness, including
these notes, and to fund planned capital expenditures will depend on our
ability to generate cash in the future. This, to a certain extent, is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.

   Our business may not generate sufficient cash flow from operations and
future borrowings may not be available to us under our senior credit facility
in an amount sufficient to enable us to pay our indebtedness, including these
notes, or to fund our other liquidity needs. We may need to refinance all or a
portion of our indebtedness, including these notes on or before maturity. We
may not, however, be able to refinance any of our indebtedness, including our
senior credit facility and these notes, on commercially reasonable terms or at
all.

The indenture for the notes and our senior credit facility restrict our ability
and the ability of most of our subsidiaries to engage in some business and
financial transactions.

   The indenture for the notes restricts our ability and the ability of our
restricted subsidiaries to, among other things:

  .  incur additional indebtedness;

  .  pay dividends on, redeem or repurchase capital stock;

  .  in the case of non-guarantor subsidiaries, guarantee indebtedness without
     also guaranteeing the notes;

  .  in the case of restricted subsidiaries, create or permit to exist dividend
     or payment restrictions with respect to us;

                                      12



  .  make investments;

  .  incur or permit to exist liens;

  .  enter into transactions with affiliates;

  .  merge or consolidate with another company; and

  .  transfer or sell assets.

   Our senior credit facility also contains a number of covenants that:

  .  require us to meet specified financial ratios and financial tests;

  .  limit our capital expenditures;

  .  restrict our ability to declare dividends;

  .  restrict our ability to redeem and repurchase capital stock;

  .  limit our ability to incur additional liens;

  .  limit our ability to engage in sale-leaseback transactions; and

  .  limit our ability to incur additional indebtedness and make investments.

   Our senior credit facility also contains other covenants customary for
credit facilities of this nature. Our ability to borrow under our senior credit
facility will depend upon satisfaction of these covenants. Events beyond our
control can affect our ability to meet these covenants.

   Our failure to comply with obligations under the indenture for the notes or
the senior credit facility may result in an event of default under the
indenture or the senior credit facility. A default, if not cured or waived, may
permit acceleration of our indebtedness. We cannot be certain that we will have
funds available to remedy these defaults. If our indebtedness is accelerated,
we cannot be certain that we will have sufficient funds available to pay the
accelerated indebtedness or that we will have the ability to refinance the
accelerated indebtedness on terms favorable to us or at all.

Your right to receive payments on these notes is junior to our existing senior
indebtedness and possibly all of our future borrowings. Further, the guarantees
of these notes are junior to our guarantors' existing senior indebtedness and
possibly to all their future borrowings.

   These notes and the subsidiary guarantees rank behind all of our and the
subsidiary guarantors' existing indebtedness (other than trade payables) and
all of our and their future borrowings (other than trade payables), other than
our existing senior subordinated notes and the related subsidiary guarantees
and any future indebtedness that expressly provides that it ranks equal with,
or subordinated in right of payment to, the notes and the guarantees. As a
result, upon any distribution to our creditors or the creditors of the
guarantors in a bankruptcy, liquidation or reorganization or similar proceeding
relating to us or the guarantors or our or their property, the holders of our
senior debt and the senior debt of guarantors will be entitled to be paid in
full in cash before any payment may be made with respect to these notes or the
subsidiary guarantees.

   In addition, all payments on the notes and the guarantees will be blocked in
the event of a payment default on senior debt and may be blocked for up to 179
of 360 consecutive days in the event of certain non-payment defaults on senior
debt.

   In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, holders of the notes will
participate with trade creditors and all other holders of our and the
guarantors' subordinated indebtedness in the assets remaining after we and the
subsidiary guarantors have paid

                                      13



all of our senior debt. However, because the indenture requires that amounts
otherwise payable to holders of the notes in a bankruptcy or similar proceeding
be paid to holders of senior debt instead, holders of the notes may receive
less, ratably, than holders of trade payables in any such proceeding. In any of
these cases, we and the subsidiary guarantors may not have sufficient funds to
pay all of our creditors and holders of notes may receive less, ratably, than
the holders of our senior debt.

   As of September 28, 2002, as adjusted to give effect to this offering
(without giving effect to the use of proceeds therefrom), these notes and the
subsidiary guarantees were subordinated to $263.9 million of senior debt and
approximately $114.8 million was available for borrowing as additional senior
debt under our senior credit facility, subject to the covenants contained
therein. We will be permitted to borrow substantial additional indebtedness,
including senior debt, in the future under the terms of the indenture.

We may not have the ability to raise the funds necessary to finance the change
of control offer required by the indenture.

   Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes at 101% of the
principal amount thereof plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase. However, we may not have sufficient
funds at the time of the change of control to make the required repurchase of
notes or that restrictions in our senior credit facility will not allow such
repurchases. In addition, certain important corporate events, such as leveraged
recapitalizations that would increase the level of our indebtedness, would not
constitute a "Change of Control" under the indenture. See "Description of
Notes--Repurchase at the Option of Holders."

Federal and state statutes allow courts, under specific circumstances, to void
guarantees and require note holders to return payments received from guarantors.

   Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of
a guarantee could be subordinated to all other debts of that guarantor if,
among other things, the guarantor, at the time it incurred the indebtedness
evidenced by its guarantee:

  .  received less than reasonably equivalent value or fair consideration for
     the incurrence of such guarantee; and

  .  was insolvent or rendered insolvent by reason of such incurrence; or

  .  was engaged in a business or transaction for which the guarantor's
     remaining assets constituted unreasonably small capital; or

  .  intended to incur, or believed that it would incur, debts beyond its
     ability to pay such debts as they matured.

   In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor, or to a fund for the
benefit of the creditors of the guarantor.

   The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

  .  the sum of its debts, including contingent liabilities, were greater than
     the fair saleable value of all of its assets; or

  .  the present fair saleable value of its assets were less than the amount
     that would be required to pay its probable liability on its existing
     debts, including contingent liabilities, as they became absolute and
     mature; or

  .  it could not pay its debts as they became due.

                                      14



                        Risks Relating to our Business

The markets in which we compete are highly competitive.

   The wholesale food distribution and retail grocery industries are highly
competitive and characterized by relatively high inventory turnover at
relatively low profit margins. A significant portion of our sales are made at
prices based on the cost of products we sell plus a percentage markup. As a
result, our profit levels may be negatively impacted if we are forced to
respond to competitive pressure by reducing prices.

   This level of competition has caused our industry to undergo changes as
participants seek to lower costs, further increasing pressure on the industry's
already low profit margins. In addition to price competition, food wholesalers
also compete with regard to quality, breadth and availability of products
offered, strength of private label brands offered, schedules and reliability of
deliveries and the range and quality of services provided. Similarly, in the
retail arena participants also compete with regard to quality and assortment,
store location and format, sales promotions, advertising, availability of
parking, hours of operation and store appeal. As a result of these pressures,
alternative format food stores such as warehouse stores and supercenters,
benefiting from concentrated buying power and low-cost distribution technology,
have increasingly gained market share at the expense of traditional supermarket
operators, including independent operators, many of whom are our customers. The
market share of such alternative format stores is expected to grow in the
future. An additional result of these pressures can be seen in vendors
increasingly directing their efforts to large retail supermarket chains that
are capable of purchasing directly from producers and distributing products to
their supermarkets for sale to consumers. We believe that these changes have
led to reduced margins and lower profitability among many of our customers.

   Food wholesalers also compete based on willingness to invest capital in
their customers. Some of these competitors have, and new competitors may have,
substantially greater financial and other resources than we have. Furthermore,
consolidation in the industry, heightened competition among our suppliers, new
entrants and trends toward vertical integration could create additional
competitive pressures that reduce margins and adversely affect our business,
financial condition and results of operations.

We may be unsuccessful in managing the growth of our business or integrating
acquisitions.

   As part of our long-term strategy, we intend to pursue strategic acquisition
opportunities in the retail grocery store industry primarily in and around our
existing primary market of Wisconsin. In pursuing this acquisition strategy, we
face risks commonly encountered with growth through acquisition. These risks
include, but are not limited to, incurring significantly higher than
anticipated financing related risks and operating expenses, failing to
assimilate the operations and personnel of acquired businesses, failing to
install and integrate all necessary systems and controls, losing customers,
entering markets in which we have no or limited experience, disrupting our
ongoing business and dissipating our management resources. Realization of the
anticipated benefits of a strategic acquisition may take several years or may
not occur at all. Our acquisition strategy will place a significant strain on
our management, operational, financial and other resources. The success of our
acquisition strategy will depend on many factors, including our ability to:

  .  identify suitable acquisition opportunities;

  .  successfully close acquisitions at valuations that will provide
     anticipated returns on invested capital;

  .  quickly and effectively integrate acquired operations in order to realize
     operating synergies;

  .  obtain necessary financing on satisfactory terms; and

  .  make the payments on the substantial indebtedness that we might incur as a
     result of these acquisitions.

   We may not be able to successfully execute our acquisition strategy, and any
failure to do so could have a material adverse effect on our business,
financial condition and results of operations. We have engaged in and continue
to engage in evaluations and discussions with respect to potential acquisitions.

                                      15



We may face credit losses as a result of loans to independent retailers.

   From time to time, we extend secured loans to our licensed Pick 'n Save
wholesale customers and our independent retail customers to assist them in
remodeling and expanding existing retail locations and to develop new retail
outlets. Such loans are generally extended to small businesses in the normal
course of business and are unrated and generally illiquid. Our portfolio of
loans to our licensed Pick 'n Save wholesale customers and our independent
retail customers had an aggregate balance of approximately $21.8 million at
January 1, 2000, approximately $10.5 million at December 30, 2000,
approximately $9.9 million at December 29, 2001 and approximately $8.1 million
at September 28, 2002.

   We also provide from time to time in the normal course of business financial
assistance to our licensed Pick 'n Save wholesale customers and our independent
retail customers by guaranteeing customer loans and leases entered into by them
directly with lessors. As of September 28, 2002, we guaranteed approximately
$1.1 million of such loans and leases of our licensed Pick 'n Save wholesale
customers and our independent retail customers. In addition, we lease store
sites and equipment for sublease to qualified licensed Pick 'n Save wholesale
customers and our independent retail customers. During the fiscal years ended
January 1, 2000, December 30, 2000 and December 29, 2001 we received aggregate
rental income of $23.3 million, $23.3 million and, $21.8 million, respectively
from such sublease arrangements and we expect to receive similar amounts going
forward.

   Subject to the provisions of the indenture, we intend to continue, and
possibly increase, the amount of loans, guarantees and subleases to our
licensed Pick 'n Save wholesale customers and our independent retail customers.
However, credit losses from existing or future loans or commitments may have a
material adverse effect on our business, financial condition and results of
operations.

The loss of the services of any member of our senior management team could
adversely affect our business.

   We depend on the services of our senior management team. The loss or
interruption of the continued full-time services of certain key personnel
including Robert A. Mariano, our Chairman, President and Chief Executive
Officer, and Darren W. Karst, our Executive Vice President and Chief Financial
Officer, could have a material adverse effect on our business and there can be
no assurance that we will be able to find replacements with equivalent skills
or experience at acceptable salaries. We do not maintain key man life insurance
for any of the members of our senior management team other than Robert A.
Mariano and we do not have employment agreements with any members of our senior
management team other than Robert A. Mariano, Darren W. Karst and Gary L. Fryda.

Strikes, work stoppages and slowdowns could negatively affect our results of
operations.

   We currently participate in 21 union contracts covering employees in our
retail and wholesale operations. These contracts, which expire between January
2003 and June 2005, apply to approximately 26% of our approximately 12,500
employees. In addition, approximately 950 of our employees are currently
working under the terms of union contracts which expired in 2002. We are
currently in the process of renegotiating these expired agreements. Our
relations with the unionized portion of our workforce may not remain positive
and our workforce may initiate a strike, work stoppage or slowdown in the
future. In the event of such an action, our business, financial condition and
results of operations could be negatively affected, and we may not be able to
adequately meet the needs of our customers utilizing our remaining workforce.
In addition, we may have similar actions with our nonunionized workforce.

We may face increased labor costs due to a shortage of qualified employees.

   Our continued success depends on our ability to attract and retain qualified
personnel in all areas of our business. We compete with other businesses in our
markets with respect to attracting and retaining qualified

                                      16



employees. The labor market is currently tight and we expect the tight labor
market to continue. A shortage of qualified employees may require us to
continue to enhance our wage and benefits package in order to compete
effectively in the hiring and retention of qualified employees or to hire more
expensive temporary employees. Our labor costs may continue to increase and
such increases may not be recoverable through increased prices charged to
customers. Any significant failure by us to attract and retain qualified
employees, to control our labor costs or to recover any increased labor costs
through increased prices charged to customers could have a material adverse
effect on our business, financial condition and results of operations.

Our historical financial information contained in this prospectus may have
limited relevance.

   During all periods prior to our June 6, 2002 acquisition described under
"Prospectus Summary--The Transactions" for which historical financial
information is presented in the prospectus, we operated a portion of our food
wholesale operations on a cooperative basis. However, none of our retail
operations were operated or regulated by the rules governing the cooperative.
In connection therewith, we were required under our by-laws to pay to our
former stockholders a patronage dividend partially out of cash based upon the
net earnings from business conducted by us with such stockholder in any fiscal
year. The amount of such patronage dividend was equal to an amount that would
reduce our net income to such an amount as would result in an increase of eight
percent in the book value of our outstanding stock as of the close of such
year. We were required to pay at least 20% of such patronage dividend in cash,
with the remainder paid in common stock. During the past three fiscal years,
our average cash payout for the patronage dividend was approximately 30%. For
federal income tax purposes, the full amount of the patronage dividend was
deducted by us in determining our taxable income. We have ceased to operate as
a cooperative for the portion of our wholesale operations that was operated as
a cooperative. As a result, the historical financial information related to the
portion of our wholesale operations that was operated as a cooperative included
in this prospectus may not be comparable to what our results of operations,
financial position and cash flows have been since the date of our acquisition
or will be in the future.

Our net sales from our customers that were formerly stockholders may decline
due to the cessation of payment of patronage dividends.

   Our customers that were formerly stockholders accounted for approximately
40%, 27% and 22% of our consolidated net sales in 1999, 2000, and 2001,
respectively. Our by-laws required us to pay patronage dividends to these
former stockholders based upon their wholesale business activities conducted
with us. Because these customers are no longer stockholders and we no longer
operate as a cooperative, we have ceased paying patronage dividends to them. As
a result, subject to contractual requirements, such customers may reduce the
level of their wholesale purchases from us, as compared to historical levels.
If such a decline in purchasing levels occurs, our financial performance may be
materially adversely affected if we are unable to sufficiently increase our net
sales from new or other existing customers.

Because we have few long-term contracts with suppliers and we do not control
the actual production of the products we sell, we may be unable to obtain
adequate supplies of our products.

   We obtain substantially all of our grocery and non-food products from other
suppliers, with whom, for the most part, we do not have long-term contracts.
Suppliers may not provide the food products and supplies we need in the
quantities requested for a variety of reasons such as job actions or strikes by
their employees and transportation interruptions. Similarly, because we do not
control the actual production of the products we sell, we are also subject to
delays caused by interruptions in production based on conditions outside of our
control including weather, crop conditions and catastrophic events. Our
inability to obtain adequate supplies of our food products as a result of any
of the foregoing factors, or otherwise, could mean that we might not be able to
fulfill our obligations to our customers, and as a result, our customers may
turn to other distributors.

As a result of selling food products, we face the risk of exposure to product
liability claims and adverse publicity.

   The packaging, marketing and distribution of food products purchased from
others entails an inherent risk of product liability, product recall and
resultant adverse publicity. Such products may contain contaminants that

                                      17



may be inadvertently redistributed by us. These contaminants may, in certain
cases, result in illness, injury or death if the contaminants are not
eliminated by processing at the foodservice or consumer level. Even an
inadvertent shipment of adulterated products is a violation of law and may lead
to an increased risk of exposure to product liability claims. Such claims may
be asserted against us and we may be obligated to perform such a recall in the
future. If a product liability claim is successful, our insurance may not be
adequate to cover all liabilities we may incur, and we may not be able to
continue to maintain such insurance, or obtain comparable insurance at a
reasonable cost, if at all. We generally seek contractual indemnification and
insurance coverage from parties supplying us products, but this indemnification
or insurance coverage is limited by the creditworthiness of the indemnifying
party, and their insurance carriers, if any, as well as the insured limits of
any insurance provided by suppliers. If we do not have adequate insurance or
contractual indemnification available, product liability claims relating to
defective products could have a material adverse effect on our ability to
successfully market our products and on our business, financial condition and
results of operations. In addition, even if a product liability claim is not
successful or is not fully pursued, the negative publicity surrounding any
assertion that our products caused illness or injury could have a material
adverse effect on our reputation with existing and potential customers and on
our business, financial condition and results of operations.

Government regulation could increase our legal and regulatory expenses.

   Our distribution and retail facilities are subject to various federal, state
and local workplace regulations including, but not limited to, the laws, rules
and regulations pertaining to liquor licensing. Failure to comply with all
applicable laws and regulations could subject us to civil remedies, including
fines, injunctions, recalls, seizures and criminal sanctions, which could have
a material adverse effect on our business, financial condition and results of
operations. However, compliance with current or future laws or regulations
could require us to make material expenditures or otherwise adversely affect
the way we operate our business and our results of operations and financial
condition.

Environmental regulation could increase our legal and regulatory expenses.

   We are subject to increasingly stringent federal, state and local laws,
regulations and ordinances that (i) govern activities or operations that may
have adverse environmental effects, such as discharges to air and water, as
well as handling and disposal practices for solid and hazardous wastes and (ii)
impose liability for the costs of cleaning up, and certain damages resulting
from, sites of past spills, disposals or other releases of hazardous materials.
In particular, under applicable environmental laws, we may be responsible for
remediation of environmental conditions and may be subject to associated
liabilities (including liabilities resulting from lawsuits brought by private
litigants) relating to our facilities and the land on which our facilities are
situated, regardless of whether we lease or own the facilities or land in
question and regardless of whether such environmental conditions were created
by us or by a prior owner or tenant. For example, under applicable
environmental laws we may incur expenses with regard to the operation of fuel
centers at certain locations. Known or unknown environmental conditions
relating to prior, existing or future facility sites or our activities or the
activities of our predecessor in interest may have a material adverse effect on
us. It is difficult to predict future environmental costs as the costs of
environmental compliance vary significantly depending on the extent, source and
location of the contamination, geological and hydrological conditions,
available reimbursement by state agencies, the enforcement policies of
regulatory agencies and other factors.

Our operations are vulnerable to certain national and regional events, trends
and conditions.

   The food industry is sensitive to national and economic conditions. Our
results of operations also are sensitive to, and may be materially adversely
impacted by, among other things, competitive pricing pressures, vendor selling
programs, increasing interest rates and food price deflation. One or more of
these factors may have a material adverse effect on our business, financial
condition or results of operations. See "Business--Competition." Moreover, as
our operations are concentrated in Wisconsin and elsewhere in the Midwestern

                                      18



region of the United States, increased competition in this region from other
national and regional supermarket chains, warehouse club stores, discount
stores and other local retailers, changes in local consumer preferences,
inclement weather or a general economic downturn in the region could materially
adversely affect our sales, lead to lower earnings or losses and materially
adversely affect our future growth and operations.

Our principal stockholders may have interests in conflict with the interests of
our noteholders.

   Funds associated with Willis Stein (the "Willis Stein Funds") and associated
investors own approximately 90% of the equity of RAC, our parent company and
the sole stockholder of Roundy's. Under the terms of a security holders
agreement, all of the stockholders of RAC agreed to vote in favor of those
individuals designated by the Willis Stein Funds to serve on the board of
directors of RAC and Roundy's, Inc. and the Willis Stein Funds have the right
to appoint a majority of the directors. As a result, the Willis Stein Funds
have the ability to control the policies and operations of Roundy's.
Circumstances may occur in which the interests of the Willis Stein Funds, as
the principal stockholders of our parent, could be in conflict with your
interests as a holder of our notes. In addition, our equity investors may have
an interest in pursuing acquisitions, divestitures and other transactions that,
in their judgment, could enhance their equity investment, even though such
transactions might involve risks to you as a holder of our notes.

We have not obtained Arthur Andersen's consent to be named in this Registration
Statement as having certified the consolidated financial statement of The Copps
Corporation as of and for the year ended January 26, 2001. This may limit your
ability to assert a claim against Arthur Andersen.

   We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen to our naming it in this Registration Statement as
having certified the consolidated financial statements of The Copps Corporation
as of and for the year ended January 26, 2001, as required by Section 7 of the
Securities Act. Accordingly, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and therefore your right to
recovery under that section may be limited as a result of the lack of consent.

                                 INDUSTRY DATA

   Unless otherwise indicated, the market data contained in this prospectus
comes from Supermarket News, Progressive Grocer and Metro Market Studies, all
of which are independent third party publications, or from the Service Industry
Research Systems, Inc. Report, a market survey that we commissioned.

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

                                  TRADEMARKS

   Roundy's, Pick 'n Save, Copps, Old Time and Buyers' Choice are our
trademarks. Other trademarks used in this prospectus are the property of their
respective owners.

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

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements. These statements are
subject to a number of risks and uncertainties, many of which are beyond our
control. All statements other than statements of historical facts included in
this prospectus, including the statements under the headings "Prospectus
Summary" and "Business" and elsewhere regarding our strategy, future
operations, financial position, estimated revenues, projected costs,
projections, plans and objectives of management, are forward-looking
statements. When used in this prospectus, the words "will," "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain such

                                      19



identifying words. All forward-looking statements speak only as of the date of
this prospectus. Neither we, nor the guarantors of the notes nor the initial
purchasers undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking statements we
make in this prospectus are reasonable, we can give no assurance that such
plans or expectations will be achieved.

   You should read carefully the factors described in the "Risk Factors"
section of this prospectus for a description of certain risks that could, among
other things, cause actual results to differ from these forward-looking
statements.

                                      20



                               THE TRANSACTIONS

   On April 8, 2002, Roundy's, Inc. and RAC entered into a share exchange
agreement pursuant to which, among other things and subject to the terms and
conditions contained therein, RAC would acquire all of the issued and
outstanding capital stock of Roundy's. As a result, Roundy's became a
wholly-owned subsidiary of RAC upon the consummation of the acquisition. RAC is
a corporation formed at the direction of Willis Stein for the purpose of
acquiring Roundy's and owned by the Willis Stein Funds, certain other
associated investors and Messrs. Mariano and Karst. Willis Stein and associated
investors own approximately 90% of RAC's equity on a fully-diluted basis. The
share exchange agreement contained customary provisions including
representations and warranties, covenants with respect to the conduct of the
business and various closing conditions, including the continued accuracy of
representations and warranties and the receipt by RAC of sufficient financing
proceeds.

   The acquisition of Roundy's and the related financing transactions consisted
of the following:

  .  the purchase by the equity investors of preferred and common stock of RAC
     for approximately $314.5 million in cash;

  .  the borrowing by Roundy's of approximately $250.0 million under a term
     loan;

  .  the rollover of approximately $13.9 million of capital leases; and

  .  the offering of $225.0 million in aggregate principal amount of notes.

   The shareholders of Roundy's approved the acquisition on May 21, 2002, and
the acquisition and related financing transactions were consummated on June 6,
2002.

   Historically, a significant portion of Roundy's common stock was
beneficially owned by the owners of 99 retail grocery stores serviced by
Roundy's. These former stockholders received patronage dividends from us based
on the level of their purchases in an amount that reduced our net income to
such amount as would result in an eight percent increase in the book value of
Roundy's outstanding stock as of the close of such year (calculated after the
payment of patronage dividends). The patronage dividend was payable at least
20% in cash and the remainder in common stock, with an average of approximately
30% paid in cash over the past three years. Such patronage dividends are no
longer payable. See "Risk Factors--Our historical financial information
contained in this prospectus may have limited relevance" and "Unaudited Pro
Forma Financial Statements."

   We historically operated a portion of our food wholesale business on a
cooperative basis, and therefore determined its federal income tax liabilities
under Subchapter T of the Internal Revenue Code, which governs the taxation of
corporations operating on a cooperative basis. Under Subchapter T of the
Internal Revenue Code, patronage dividends were deducted by us in determining
taxable income, and were generally taxable to our former stockholders
(including the value of the common stock distributed as a patronage dividend)
for federal income tax purposes. We have, however, ceased operating as a
cooperate that portion of our wholesale business that was historically opeated
as a cooperative and currently determine our income tax liabilities under
Subchapter C of the Internal Revenue Code.

   For more information on the various agreements that we entered into in
connection with the Transactions, see "Risk Factors" and "Certain Relationships
and Related Transactions."

                                      21



                                USE OF PROCEEDS

   This exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the issuance of the exchange notes. In consideration for issuing the exchange
notes contemplated in this prospectus, we will receive outstanding notes in
like principal amount, the form and terms of which are the same as the form and
terms of the exchange notes, except as otherwise described in this prospectus.

   The gross proceeds from the issuance of notes described in this prospectus
of approximately $74.6 million were used to consummate the Prescott's
Acquisition, pay fees and expenses related to the Prescott's Acquisition and
that issuance and for general corporate purposes. The estimated sources and
uses of funds for that issuance are as follows:



            Sources of Funds                 Amount            Uses of Funds           Amount
            ----------------                 ------            -------------           ------
                                          (in millions)                             (in millions)
                                                                           
8 7/8% Senior Subordinated Notes due 2012     $74.6     Purchase price.............    $ 48.7
                                                        Estimated fees and expenses       2.0
                                                        Additional Working Capital.      23.9
                                              -----                                    ------
       Total sources.....................                      Total uses..........
                                              $74.6                                     $74.6
                                              =====                                    ======


   The term loans under the senior credit facility bear interest at a variable
rate which approximated 4.4% as of September 28, 2002, and mature on June 30,
2009. The term loans were incurred to finance a portion of the cost of the
Transactions and related costs, fees and expenses.

                                      22



                              THE EXCHANGE OFFER

   The issuer, the guarantors and the initial purchasers entered into a
registration rights agreement in connection with the original issuance of the
notes. The registration rights agreement provides that we will take the
following actions at our expense, for the benefit of the holders of the notes.

  .  Within 90 days after the date on which the outstanding notes were issued,
     we will file the exchange offer registration statement, of which this
     prospectus is a part, relating to the exchange offer. The exchange notes
     will have terms substantially identical in all material respects to the
     outstanding notes except that the exchange notes will not contain transfer
     restrictions.

  .  We will use our reasonable best efforts to cause the exchange offer
     registration statement to be declared effective under the Securities Act
     within 180 days after the date on which the outstanding notes were issued.

  .  We will keep the exchange offer open for least 20 business days, or longer
     if required by applicable law, after the date notice of the exchange offer
     is mailed to the holders.

   For each of the outstanding notes surrendered in the exchange offer, the
holder who surrendered the note will receive an exchange note having a
principal amount equal to that of the surrendered note. Interest on each
exchange note will accrue from the later of (1) the last interest payment date
on which interest was paid on the outstanding note surrendered, (2) if no
interest has been paid on the outstanding note, from the date on which the
outstanding note was issued. If the note is surrendered for exchange on a date
in a period that includes the record date for an interest payment date to occur
on or after the date of the exchange will accrue from that interest payment
date.

   Under existing interpretations of the SEC contained in several no-action
letters to third parties, after the exchange offer the exchange notes will be
freely transferable by holders of the notes, other than our affiliates, without
further registration under the Securities Act. However, each holder that wishes
to exchange its outstanding notes for exchange notes will be required to make
the following representations.

  .  Any exchange notes to be received by the holder will be acquired in the
     ordinary course of business.

  .  At the time of the commencement of the exchange offer, the holder has no
     arrangement or understanding with any person to participate in the
     distribution, within the meaning of Securities Act, of the exchange notes
     in violation of the Securities Act.

  .  The holder is not our affiliate as defined in Rule 405 promulgated under
     Securities Act.

  .  If the holder is not a broker-dealer, it is not engaged in, and does not
     intend to engage in, the distribution of exchange notes.

  .  If the holder is a broker-dealer that will receive exchange notes for its
     own account in exchange for outstanding notes that were acquired as a
     result of market-making or other trading activities, the holder will
     deliver a prospectus in connection with any resale of the exchange notes.
     We refer to these broker-dealers as a participating broker-dealers.

  .  The holder is not acting on behalf of any person or entity that could not
     truthfully make these representations.

   We will agree to make available, during the period required by the
Securities Act, a prospectus meeting the requirements of the Securities Act for
use by participating broker-dealers and any other persons with similar
prospectus delivery requirements for use in connection with any resale of
exchange notes.

                                      23



   We will be required to file a shelf registration statement covering resales
of the outstanding notes if:

      (1) because of any change in law or in currently prevailing
   interpretations of the staff of the SEC, we are not permitted to effect an
   exchange offer,

      (2) the exchange offer is not consummated within 210 days of the date on
   which the outstanding notes were issued,

      (3) in some circumstances, the holders of unregistered exchange notes so
   request, or

      (4) in the case of any holder that participates in the exchange offer,
   the holder does not receive exchange notes on the date of the exchange that
   may be sold without restriction under state and federal securities laws.

   In addition, we have agreed to use our best efforts to keep effective the
shelf registration statement until the earlier of two years after the date on
which the outstanding notes were issued or the time when all of the applicable
notes have been sold under the shelf registration statement.

   We will, in the event that a shelf registration statement is filed, provide
to each holder copies of the prospectus that is a part of the shelf
registration statement, notify each holder when the shelf registration
statement for the outstanding notes has become effective and take other actions
as are required to permit unrestricted resales of the outstanding notes. A
holder that sells outstanding notes that were registered on the shelf
registration statement:

  .  will be required to be named as a selling security holder in the related
     prospectus and to deliver a prospectus to purchasers,

  .  will be subject to applicable civil liability provisions under Securities
     Act in connection with the sales, and

  .  will be bound by the provisions of the registration rights agreement that
     are applicable to the holder, including indemnification rights and
     obligations.

   If we fail to comply with any of the above provisions or if the exchange
offer registration statement or the shelf registration statement fails to
become effective, then, as liquidated damages, additional interest will become
payable in respect to the outstanding notes as calculated below.

      (1) If

          (A) neither the exchange offer registration statement nor a shelf
       registration statement is filed with the SEC on or prior to 90 days
       after the date on which the outstanding notes were issued or

          (B) notwithstanding that we have consummated or will consummate an
       exchange offer, we are required to file a shelf registration statement
       and the shelf registration statement is not filed on or prior to the
       date required by the registration rights agreement,

   then commencing on the day after the required filing date, additional
   interest shall accrue on the principal amount of the notes. Additional
   interest will accrue at a rate of 0.5% per annum for the first 90 days
   immediately following the required filing date, and the additional interest
   rate will increase by an additional 0.5% per annum at the beginning of each
   subsequent 90-day period.

      (2) If

          (A) neither the exchange offer registration statement nor a shelf
       registration statement is declared effective by the 180th day after the
       date on which the outstanding notes were issued or, with respect to any
       shelf registration statement, the later of the 90th day after the date
       the shelf registration was filed or the 180th day after the date on
       which outstanding notes were issued, or

                                      24



          (B) notwithstanding that we have consummated or will consummate an
       exchange offer, we are required to file a shelf registration statement
       and the shelf registration statement is not declared effective by the
       SEC on or prior to the relevant effectiveness date,

   then, commencing on the day after either the required effectiveness date,
   additional interest will accrue on the principal amount of the notes.
   Additional interest will accrue at a rate of 0.5% per annum for the first 90
   days immediately following the required effectiveness date, and the
   additional interest rate will increase by an additional 0.5% per annum at
   the beginning of each subsequent 90-day period.

      (3) If

          (A) the issuers have not exchanged exchange notes for all securities
       validly tendered in the exchange offer on or prior to the 30th business
       day after the effective date of the exchange offer registration
       statement,

          (B) if applicable, a shelf registration statement has been declared
       effective and the shelf registration statement ceases to be effective at
       any time during the effectiveness period, or

          (C) we effect a suspension period in accordance with the terms of the
       registration rights agreement,

   then in each case, the issuer and the guarantors jointly and severally agree
   to pay to each holder of notes liquidated damages. Liquidated damages will
   accrue in an amount equal to $.05 per week per $1,000 of notes for the first
   90 days commencing on

  .  31st business day after the effective date, in the case of (A) above,

  .  the day the shelf registration statement ceases to be effective in the
     case of (B) above or

  .  the day the suspension period commences in the case of (C) above.

   The amount of liquidated damages will increase by an additional $.05 per
week per $1,000 of notes at the beginning of each subsequent 90-day period.

   Liquidated damages on the notes may not increase under more than one of
clauses (1) through (3) above at any one time and at no time can the aggregate
amount of liquidated damages accruing exceed in the aggregate $.50 per week per
$1,000 of notes. In addition, upon

  .  the filing of the exchange offer registration statement or a shelf
     registration statement in the case of clause (1) above,

  .  the effectiveness of the exchange offer registration statement or a shelf
     registration statement in the case of clause (2) above, or

  .  the exchange of the applicable exchange notes for all notes tendered, in
     the case of clause (3)(A) above,

  .  the effectiveness of the applicable shelf registration statement which had
     ceased to remain effective, in the case of clause (3)(B) above, or

  .  the termination of the suspension period, in the case of clause (3)(C)
     above,

liquidated damages on the notes shall cease to accrue. Any amounts of
liquidated damages due as a result of the circumstances described in clause
(1), (2) or (3) above will be payable in cash on the same original interest
payment dates as the notes.

   Following the consummation of the exchange offer, holders of the outstanding
notes who were eligible to participate in the exchange offer but who did not
tender their outstanding notes will not have any further registration rights
and the outstanding notes will continue to be subject to certain restrictions
on transfer. Accordingly, the liquidity of the market for the outstanding notes
could be adversely affected.

                                      25



Terms of the Exchange Offer

   Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all outstanding notes
validly tendered and not withdrawn prior to 12:00 midnight, New York City time,
on the expiration date of the exchange offer. We will issue $1,000 principal
amount of exchange notes in exchange for each $1,000 principal amount of
outstanding notes accepted in the exchange offer. Any holder may tender some or
all of its outstanding notes pursuant to the exchange offer. However,
outstanding notes may be tendered only in integral multiples of $1,000.

   The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes except that:

      (1) the exchange notes bear a Series B designation and a different CUSIP
   Number from the outstanding notes;

      (2) the exchange notes have been registered under the Securities Act and
   hence will not bear legends restricting the transfer thereof; and

      (3) the holders of the exchange notes will not be entitled to certain
   rights under the registration rights agreement, including the provisions
   providing for an increase in the interest rate on the outstanding notes in
   certain circumstances relating to the timing of the exchange offer, all of
   which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and
will be entitled to the benefits of the indenture.

   As of the date of this prospectus, $75,000,000 aggregate principal amount of
the outstanding notes were outstanding. We have fixed the close of business on,
           , 2003 as the record date for the exchange offer for purposes of
determining the persons to whom this prospectus and the letter of transmittal
will be mailed initially.

   Holders of outstanding notes do not have any appraisal or dissenters' rights
under the Wisconsin Business Corporation Law, or the indenture relating to the
notes in connection with the exchange offer. We intend to conduct the exchange
offer in accordance with the applicable requirements of the Exchange Act and
the rules and regulations of the SEC thereunder.

   We will be deemed to have accepted validly tendered outstanding notes when,
as and if we have given oral or written notice thereof to the exchange agent.
The exchange agent will act as agent for the tendering holders for the purpose
of receiving the exchange notes from us.

   If any tendered outstanding notes are not accepted for exchange because of
an invalid tender, the occurrence of specified other events set forth in this
prospectus or otherwise, the certificates for any unaccepted outstanding notes
will be returned, without expense, to the tendering holder thereof as promptly
as practicable after the expiration date of the exchange offer.

   Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the letter of transmittal, transfer taxes with respect to the exchange of
outstanding notes pursuant to the exchange offer. We will pay all charges and
expenses, other than transfer taxes in certain circumstances, in connection
with the exchange offer. See "--Fees and Expenses."

Expiration Date; Extensions; Amendments

   The term "expiration date" will mean 12:00 midnight, New York City time, on
          , 2003, unless we, in our sole discretion, extend the exchange offer,
in which case the term "expiration date" will mean the latest date and time to
which the exchange offer is extended.

                                      26



   In order to extend the exchange offer, we will make a press release or other
public announcement, notify the exchange agent of any extension by oral or
written notice and will mail to the registered holders an announcement thereof,
each prior to 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.

   We reserve the right, in our sole discretion, (1) to delay accepting any
outstanding notes, to extend the exchange offer or to terminate the exchange
offer if any of the conditions set forth below under "--Conditions" have not
been satisfied, by giving oral or written notice of any delay, extension or
termination to the exchange agent or (2) to amend the terms of the exchange
offer in any manner. Such decision will also be communicated in a press release
or other public announcement prior to 9:00 a.m., New York City time on the next
business day following such decision. Any announcement of delay in acceptance,
extension, termination or amendment will be followed as promptly as practicable
by oral or written notice thereof to the registered holders.

Interest on the Exchange Notes

   The exchange notes will bear interest from December 15, 2002. Holders of
outstanding notes that are accepted for exchange will receive, in cash, accrued
interest thereon to, but not including, December 15, 2002. Such interest will
be paid with the first interest payment on the exchange notes on June 15, 2003.
Interest on the outstanding notes accepted for exchange will cease to accrue as
of December 15, 2002.

   Interest on the exchange notes is payable semi-annually on each June 15 and
December 15, commencing on June 15, 2003.

Procedures for Tendering

   Only a holder of outstanding notes may tender outstanding notes in the
exchange offer. To tender in the exchange offer, a holder must complete, sign
and date the letter of transmittal, or a facsimile thereof, have the signatures
thereon guaranteed if required by the letter of transmittal or transmit an
agent's message in connection with a book-entry transfer, and mail or otherwise
deliver the letter of transmittal or the facsimile, together with the
outstanding notes and any other required documents, to the exchange agent prior
to 12:00 midnight, New York City time, on the expiration date. To be tendered
effectively, the outstanding notes, letter of transmittal or an agent's message
and other required documents must be completed and received by the exchange
agent at the address set forth below under "Exchange Agent" prior to 12:00
midnight, New York City time, on the expiration date. Delivery of the
outstanding notes may be made by book-entry transfer in accordance with the
procedures described below. Confirmation of the book-entry transfer must be
received by the exchange agent prior to the expiration date.

   The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent forming a part of a
confirmation of a book-entry, which states that the book-entry transfer
facility has received an express acknowledgement from the participant in the
book-entry transfer facility tendering the outstanding notes that the
participant has received and agrees: (1) to participate in ATOP; (2) to be
bound by the terms of the letter of transmittal; and (3) that we may enforce
the agreement against the participant.

   By executing the letter of transmittal, each holder will make to us the
representations set forth above in the third paragraph under the heading
"--Purpose and Effect of the Exchange Offer."

   The tender by a holder and our acceptance thereof will constitute agreement
between the holder and us in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal or
agent's message.

   The method of delivery of outstanding notes and the letter of transmittal or
agent's message and all other required documents to the exchange agent is at
the election and sole risk of the holder. As an

                                      27



alternative to delivery by mail, holders may wish to consider overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
delivery to the exchange agent before the expiration date. No letter of
transmittal or old notes should be sent to us. Holders may request their
respective brokers, dealers, commercial banks, trust companies or nominees to
effect the above transactions for them.

   Any beneficial owner whose outstanding notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct the
registered holder to tender on the beneficial owner's behalf. See "Instructions
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Beneficial Owner" included with the letter of transmittal.

   Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member of the Medallion System unless the
outstanding notes tendered pursuant to the letter of transmittal are tendered
(1) by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the letter of
transmittal or (2) for the account of a member firm of the Medallion System. In
the event that signatures on a letter of transmittal or a notice of withdrawal,
as the case may be, are required to be guaranteed, the guarantee must be by a
member firm of the Medallion System.

   If the letter of transmittal is signed by a person other than the registered
holder of any outstanding notes listed in this prospectus, the outstanding
notes must be endorsed or accompanied by a properly completed bond power,
signed by the registered holder as the registered holder's name appears on the
outstanding notes with the signature thereon guaranteed by a member firm of the
Medallion System.

   If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
offices of corporations or others acting in a fiduciary or representative
capacity, the person signing should so indicate when signing, and evidence
satisfactory to us of its authority to so act must be submitted with the letter
of transmittal.

   We understand that the exchange agent will make a request promptly after the
date of this prospectus to establish accounts with respect to the outstanding
notes at DTC for the purpose of facilitating the exchange offer, and subject to
the establishment thereof, any financial institution that is a participant in
DTC's system may make book-entry delivery of outstanding notes by causing DTC
to transfer the outstanding notes into the exchange agent's account with
respect to the outstanding notes in accordance with DTC's procedures for the
transfer. Although delivery of the outstanding notes may be effected through
book-entry transfer into the exchange agent's account at DTC, unless an agent's
message is received by the exchange agent in compliance with ATOP, an
appropriate letter of transmittal properly completed and duly executed with any
required signature guarantee and all other required documents must in each case
be transmitted to and received or confirmed by the exchange agent at its
address set forth below on or prior to the expiration date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under the procedures. Delivery of documents to DTC does
not constitute delivery to the exchange agent.

   All questions as to the validity, form, eligibility, including time of
receipt, acceptance of tendered outstanding notes and withdrawal of tendered
outstanding notes will be determined by us in our sole discretion, which
determination will be final and binding. We reserve the absolute right to
reject any and all outstanding notes not properly tendered or any outstanding
notes our acceptance of which would, in the opinion of our counsel, be
unlawful. We also reserve the right in our sole discretion to waive any
defects, irregularities or conditions of tender as to particular outstanding
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of outstanding notes must be cured within the time we
determine. Although we intend to notify holders of defects or irregularities
with respect to tenders of outstanding notes, neither we, the exchange agent
nor any other person will incur any liability for failure to give the
notification. Tenders of outstanding notes will not be deemed to have been made
until the defects or

                                      28



irregularities have been cured or waived. Any outstanding notes received by the
exchange agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the exchange
agent to the tendering holders, unless otherwise provided in the letter of
transmittal, as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

   Holders who wish to tender their outstanding notes and (1) whose outstanding
notes are not immediately available, (2) who cannot deliver their outstanding
notes, the letter of transmittal or any other required documents to the
exchange agent or (3) who cannot complete the procedures for book-entry
transfer, prior to the expiration date, may effect a tender if:

      (A) the tender is made through a member firm of the Medallion System;

      (B) prior to the expiration date, the exchange agent receives from a
   member firm of the Medallion System a properly completed and duly executed
   Notice of Guaranteed Delivery by facsimile transmission, mail or hand
   delivery setting forth the name and address of the holder, the certificate
   number(s) of the outstanding notes and the principal amount of outstanding
   notes tendered, stating that the tender is being made thereby and
   guaranteeing that, within three New York Stock Exchange trading days after
   the expiration date, the letter of transmittal or facsimile thereof together
   with the certificate(s) representing the outstanding notes or a confirmation
   of book-entry transfer of the outstanding notes into the exchange agent's
   account at DTC, and any other documents required by the letter of
   transmittal will be deposited by the member firm of the Medallion System
   with the exchange agent; and

      (C) the properly completed and executed letter of transmittal of
   facsimile thereof, as well as the certificate(s) representing all tendered
   outstanding notes in proper form for transfer or a confirmation of
   book-entry transfer of the outstanding notes into the exchange agent's
   account at DTC, and all other documents required by the letter of
   transmittal are received by the exchange agent within five New York Stock
   Exchange trading days after the expiration date.

   Upon request to the exchange agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their outstanding notes according to the
guaranteed delivery procedures set forth above.

Withdrawal of Tenders

   Except as otherwise provided in this prospectus, tenders of outstanding
notes may be withdrawn at any time prior to 12:00 midnight, New York City time,
on the expiration date.

   To withdraw a tender of outstanding notes in the exchange offer, a telegram,
telex, letter or facsimile transmission notice of withdrawal must be received
by the exchange agent at its address set forth in this prospectus prior to
12:00 midnight, New York City time, on the expiration date of the exchange
offer. Any notice of withdrawal must:

      (1) specify the name of the person having deposited the outstanding notes
   to be withdrawn;

      (2) identify the outstanding notes to be withdrawn, including the
   certificate number(s) and principal amount of the outstanding notes, or, in
   the case of outstanding notes transferred by book-entry transfer, the name
   and number of the account at DTC to be credited;

      (3) be signed by the holder in the same manner as the original signature
   on the letter of transmittal by which the outstanding notes were tendered,
   including any required signature guarantees, or be accompanied by documents
   of transfer sufficient to have the trustee with respect to the outstanding
   notes register the transfer of the outstanding notes into the name of the
   person withdrawing the tender; and

      (4) specify the name in which any outstanding notes are to be registered,
   if different from that of the person depositing the outstanding notes to be
   withdrawn.

                                      29



   All questions as to the validity, form and eligibility, including time of
receipt, of the notices will be determined by us, which determination will be
final and binding on all parties. Any outstanding notes so withdrawn will be
deemed not to have been validly tendered for purposes of the exchange offer and
no exchange notes will be issued with respect thereto unless the outstanding
notes so withdrawn are validly retendered. Any outstanding notes which have
been tendered but which are not accepted for exchange will be returned to the
holder thereof without cost to the holder as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. Properly
withdrawn outstanding notes may be retendered by following one of the
procedures described above under "--Procedures for Tendering" at any time prior
to the expiration date.

Conditions

   Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange notes for, any outstanding notes,
and may, prior to the expiration of the exchange offer, terminate or amend the
exchange offer as provided in this prospectus before the acceptance of the
outstanding notes, if:

      (1) any action or proceeding is instituted or threatened in any court or
   by or before any governmental agency with respect to the exchange offer
   which we reasonably believe might materially impair our ability to proceed
   with the exchange offer or any material adverse development has occurred in
   any existing action or proceeding with respect to us or any of our
   subsidiaries; or

      (2) any law, statute, rule, regulation or interpretation by the Staff of
   the SEC is proposed, adopted or enacted, which we reasonably believe might
   materially impair our ability to proceed with the exchange offer or
   materially impair the contemplated benefits of the exchange offer to us; or

      (3) any governmental approval has not been obtained, which approval we
   reasonably believe to be necessary for the consummation of the exchange
   offer as contemplated by this prospectus.

   If we determine in our sole discretion that any of the conditions are not
satisfied, we may (1) refuse to accept any outstanding notes and return all
tendered outstanding notes to the tendering holders, (2) extend the exchange
offer and retain all outstanding notes tendered prior to the expiration of the
exchange offer, subject, however, to the rights of holders to withdraw the
outstanding notes (see "--Withdrawal of Tenders") or (3) waive the unsatisfied
conditions with respect to the exchange offer and accept all properly tendered
outstanding notes which have not been withdrawn.

Exchange Agent

   BNY Midwest Trust Company has been appointed as exchange agent for the
exchange offer. Questions and requests for assistance, requests for additional
copies of this prospectus or of the letter of transmittal and requests for
Notice of Guaranteed Delivery should be directed to the exchange agent
addressed as follows:

                                                    
By Overnight Courier or Registered/Certified Mail:     By Hand:

The Bank of New York                                   The Bank of New York
101 Barclay Street--7 East                             101 Barclay Street--7 East
New York, New York 10286                               New York, New York 10286
Attention: Diane Amoroso,                              Corporate Trust Services Window
Corporate Trust Department,                            Attention: Diane Amoroso,
Reorganization Unit                                    Reorganization Unit

Facsimile Transmission:                                For Information Telephone:
(212) 298-1915                                         (212) 815-3738

Confirm Receipt of Facsimile by Telephone:
(212) 815-3738

Delivery to an address other than set forth above will not constitute a valid delivery.



                                      30



Fees and Expenses

   We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by
telegraph, telecopy, telephone or in person by our and our affiliates' officers
and regular employees.

   We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses incurred in connection with these services.

   We will pay the cash expenses to be incurred in connection with the exchange
offer. Such expenses include fees and expenses of the exchange agent and
trustee, accounting and legal fees and printing costs, among others.

Accounting Treatment

   The exchange notes will be recorded at the same carrying value as the
outstanding notes, which is face value, as reflected in our accounting records
on the date of exchange. Accordingly, we will not recognize any gain or loss
for accounting purposes as a result of the exchange offer. The expenses of the
exchange offer will be charged to expense as incurred.

   We will pay the cash expenses to be incurred in connection with the exchange
offer. Such expenses include fees and expenses of the exchange agent and
trustee, accounting and legal fees and printing costs, among others.

Consequences of Failure to Exchange

   The outstanding notes that are not exchanged for exchange notes pursuant to
the exchange offer will remain restricted securities. Accordingly, the
outstanding notes may be resold only:

      (1) to us upon redemption thereof or otherwise;

      (2) so long as the outstanding notes are eligible for resale pursuant to
   Rule 144A, to a person inside the United States whom the seller reasonably
   believes is a qualified institutional buyer within the meaning of Rule 144A
   under the Securities Act in a transaction meeting the requirements of Rule
   144A, in accordance with Rule 144 under the Securities Act, or pursuant to
   another exemption from the registration requirements of the Securities Act,
   which other exemption is based upon an opinion of counsel reasonably
   acceptable to us;

      (3) outside the United States to a foreign person in a transaction
   meeting the requirements of Rule 904 under the Securities Act; or

      (4) pursuant to an effective registration statement under the Securities
   Act, in each case in accordance with any applicable securities laws of any
   state of the United States.

Resale of the Exchange Notes

   With respect to resales of exchange notes, based on interpretations by the
Staff of the SEC set forth in no-action letters issued to third parties, we
believe that a holder or other person who receives exchange notes, whether or
not the person is the holder, other than a person that is our affiliate within
the meaning of Rule 405 under the Securities Act, in exchange for outstanding
notes in the ordinary course of business and who is not participating, does not
intend to participate, and has no arrangement or understanding with any person
to participate, in the distribution of the exchange notes, will be allowed to
resell the exchange notes to the public without further registration under the
Securities Act and without delivering to the purchasers of the exchange notes a
prospectus that satisfies the requirements of Section 10 of the Securities Act.
However, if any holder acquires exchange notes in the exchange offer for the
purpose of distributing or participating in a distribution of

                                      31



the exchange notes, the holder cannot rely on the position of the Staff of the
SEC expressed in the no-action letters or any similar interpretive letters, and
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction, unless an exemption
from registration is otherwise available. Further, each broker-dealer that
receives exchange notes for its own account in exchange for outstanding notes,
where the outstanding notes were acquired by the broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of the exchange notes.

                                      32



                                CAPITALIZATION

   The following table sets forth our unaudited cash and cash equivalents and
capitalization as of September 28, 2002, on an actual basis, and as adjusted to
give effect to the offering of notes described in this prospectus (without
giving effect to the use of proceeds therefrom) as if it had occurred on
September 28, 2002.



                                                   As of September 28, 2002
                                                  --------------------------
                                                   Actual    As Adjusted(2)(3)
                                                  --------   -----------------
                                                    (dollars in thousands)
                                                       
   Cash and cash equivalents..................... $ 78,585       $151,210
                                                  ========       ========
   Long-term debt (including current maturities):
      Senior credit facility:
          Revolving credit facility(1)...........
          Term loan.............................. $250,000       $250,000
      Capital lease obligations..................   13,707         13,707
      Other long-term debt.......................      180            180
                                                  --------       --------
          Total senior debt......................  263,887        263,887
      Existing senior subordinated notes.........  225,000        225,000
      Notes described herein.....................                  74,625
                                                  --------       --------
          Total debt.............................  488,887        563,512
   Total shareholders' equity....................  327,026        327,026
                                                  --------       --------
          Total capitalization................... $815,913       $890,538
                                                  ========       ========

- --------
(1)On September 28, 2002, we had approximately $114.8 million of unused
   borrowing capacity under the revolving credit portion of the senior credit
   facility.
(2)Does not reflect cash expended in connection with our October 23, 2002
   acquisition of four licensed Pick 'n Save retail grocery stores from
   Robert Gold.
(3)As adjusted to give effect to the offering described in this prospectus,
   without giving effect to the use of proceeds therefrom.

                                      33



              UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

   The following unaudited pro forma condensed consolidated financial
statements have been derived by the application of pro forma adjustments to our
historical consolidated financial statements included elsewhere in this
prospectus. The unaudited pro forma condensed statements of consolidated
earnings for each of the periods presented give effect to the Transactions as
described below, as if the Transactions were consummated on December 31, 2000,
the first day of the 2001 fiscal year. The unaudited pro forma condensed
statement of consolidated earnings for the year ended December 29, 2001
combines the consolidated operations of Roundy's for the year ended December
29, 2001 with the operations of Copps for the period from December 31, 2000 to
May 19, 2001, the date Copps was acquired by Roundy's. Assumptions underlying
the pro forma adjustments are described in the accompanying notes which should
be read in conjunction with these unaudited pro forma condensed consolidated
financial statements. The unaudited pro forma condensed consolidated financial
statements do not give effect to the offering of notes described in this
prospectus, the Prescott's Acquisition or our October 23, 2002 acquisition of
four licensed Pick 'n Save retail grocery stores from Robert Gold.

   The pro forma adjustments related to the purchase price allocation are
preliminary and based on information obtained to date and are subject to
revision as additional information becomes available. Revisions to the
preliminary purchase price allocation may have a significant impact on the pro
forma amounts of operating and administrative expenses and interest expense.

   The unaudited pro forma condensed consolidated financial statements should
not be considered indicative of actual results that would have been achieved
had the Transactions and the Copps acquisition been consummated on the dates or
for the periods indicated and do not purport to indicate results of operations
as of any future date or for any future period.

   The unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the information contained in "Selected Historical
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the historical consolidated financial statements
and accompanying notes appearing elsewhere in this prospectus.

   Pursuant to a share exchange agreement dated April 8, 2002 by and among
Roundy's, Inc. and Roundy's Acquisition Corp. or "RAC", we entered into a
series of transactions that resulted in Roundy's becoming a wholly owned
subsidiary of RAC. This transaction was completed on June 6, 2002. RAC is a
corporation formed at the direction of Willis Stein & Partners III, L.P. for
the purpose of acquiring Roundy's. RAC is owned by investment funds controlled
by Willis Stein, certain other associated investors, and Messrs. Mariano and
Karst. For ease of reference, we collectively refer to these investors as the
"equity investors" in this prospectus. The acquisition of Roundy's and related
financing transactions consisted of the following, which we refer to
collectively as the "Transactions":

  .  the purchase by the equity investors of preferred and common stock of RAC
     for approximately $314.5 million in cash;

  .  the borrowing by Roundy's of approximately $250.0 million under a term
     loan;

  .  the rollover of approximately $13.9 million of capital leases;

  .  the prior offering of $225.0 million in aggregate principal amount of our
     8 7/8% Senior Subordinated Notes due 2012; and

  .  the acquisition of all of the issued and outstanding capital stock of
     Roundy's, Inc. by RAC, resulting in Roundy's becoming a wholly owned
     subsidiary of RAC, and the payment of the acquisition consideration in
     connection therewith and the payment of related fees and expenses.

                                      34



                                ROUNDY'S, INC.

       UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED EARNINGS

                  For the Fiscal Year Ended December 29, 2001
                            (dollars in thousands)



                                                                           Copps
                                                       Roundy's         Period from
                                                      Year Ended     December 31, 2000     Copps
                                                   December 29, 2001  to May 19, 2001  Adjustments(1) Adjustments   Pro Forma
                                                   ----------------- ----------------- -------------- -----------   ----------
                                                                                                     
Statement of Earnings Data:
Revenues:
   Net sales and service fees.....................    $3,387,761         $232,854         $(4,098)     $            $3,616,517
   Other--net.....................................         2,057                                                         2,057
                                                      ----------         --------         -------      --------     ----------
                                                       3,389,818          232,854          (4,098)                   3,618,574
                                                      ----------         --------         -------      --------     ----------
Costs and Expenses:
   Cost of sales..................................     2,856,762          178,399          (3,564)                   3,031,597
   Operating and administrative...................       465,038           51,248          (1,221)(2)    11,172 (4)    526,237
   Interest.......................................        17,698              554           1,741 (3)    13,022 (5)     33,015
                                                      ----------         --------         -------      --------     ----------
                                                       3,339,498          230,201          (3,044)       24,194      3,590,849
                                                      ----------         --------         -------      --------     ----------
Earnings before patronage dividends...............        50,320            2,653          (1,054)      (24,194)        27,725
Patronage dividends...............................         8,681                                         (8,681)(6)
                                                      ----------         --------         -------      --------     ----------
Earnings before income taxes......................        41,639            2,653          (1,054)      (15,513)        27,725
Provision for income taxes........................        15,855            1,035            (366)       (6,051)(7)     10,473
                                                      ----------         --------         -------      --------     ----------
Net earnings (loss)...............................    $   25,784         $  1,618         $  (688)     $ (9,462)    $   17,252
                                                      ==========         ========         =======      ========     ==========


                                      35



                                ROUNDY'S, INC.

       UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED EARNINGS

              For the Thirty-Nine Weeks Ended September 28, 2002
                            (dollars in thousands)



                                              December 30, 2001     June 7, 2002      Historical
                                               to June 6, 2002  to September 28, 2002  Combined  Adjustments   Pro Forma
                                              ----------------- --------------------- ---------- -----------   ----------
                                                                                                
Statement of Earnings Data:
Revenues:
   Net sales and service fees................    $1,559,469          $1,131,770       $2,691,239  $            $2,691,239
   Other--net................................           694                 835            1,529                    1,529
                                                 ----------          ----------       ----------  --------     ----------
                                                  1,560,163           1,132,605        2,692,768                2,692,768
                                                 ----------          ----------       ----------  --------     ----------
Costs and Expenses:
   Cost of sales.............................     1,298,447             942,693        2,241,140                2,241,140
   Operating and administrative..............       222,378             157,967          380,345     4,840 (4)    385,185
   Interest..................................         6,144              10,714           16,858     7,989 (5)     24,847
                                                 ----------          ----------       ----------  --------     ----------
                                                  1,526,969           1,111,374        2,638,343    12,829      2,651,172
                                                 ----------          ----------       ----------  --------     ----------
Earnings before patronage dividends..........        33,194              21,231           54,425   (12,829)        41,596
Patronage dividends..........................
                                                 ----------          ----------       ----------  --------     ----------
Earnings before income taxes.................        33,194              21,231           54,425   (12,829)        41,596
Provision for income taxes...................        13,609               8,705           22,314    (5,003)(7)     17,311
                                                 ----------          ----------       ----------  --------     ----------
Net earnings (loss)..........................    $   19,585          $   12,526       $   32,111  $ (7,826)    $   24,285
                                                 ==========          ==========       ==========  ========     ==========


                                      36



                                ROUNDY'S, INC.

          NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

(1)Adjustment reflects the exclusion of the results of stores closed by Copps
   in connection with its acquisition by Roundy's.

(2)Adjustment reflects (a) additional depreciation associated with the adjusted
   basis of property and equipment over their remaining useful lives ranging
   from three years to thirty-six years and (b) additional goodwill
   amortization.

(3)Adjustment reflects additional interest expense associated with the
   acquisition of Copps, assuming for the purposes of the calculation a
   weighted average interest rate of 6.2%. If interest rates assumed were to
   change by 0.125%, interest expense would change by approximately $43,000.

(4)Adjustment reflects (a) amortization of supply agreements over an average
   life of five years, (b) reduced depreciation associated with the adjusted
   basis of property and equipment, over their remaining useful lives ranging
   from one year to thirty-six years (c) additional deferred debt issuance cost
   amortization, and (d) accretion of the closed facilities reserve.

(5)Adjustment reflects additional interest expense associated with the
   Transactions, assuming for the purposes of this calculation a weighted
   average interest rate of 6.8%. If interest rates assumed were to change by
   0.125%, interest expense would change by approximately $323,000.

(6)Adjustment reflects elimination of patronage dividends that will no longer
   be paid subsequent to the Transactions. Prior to the Transactions we
   operated a portion of our food wholesale operations on a cooperative basis
   and in connection therewith were required under our by-laws to pay to our
   former stockholders a patronage dividend partially out of cash based upon
   the net earnings from business conducted by us with such stockholder in any
   fiscal year. Pursuant to the Transactions, we ceased to operate as a
   cooperative those portions of our operations that were previously operated
   as a cooperative and are no longer obligated to pay such dividends.

(7)Adjustment reflects income tax effect of pretax pro forma adjustments at a
   39% effective rate.

                                      37



                      SELECTED HISTORICAL FINANCIAL DATA

   The following table presents selected historical consolidated statements of
earnings, balance sheet, and other data for Roundy's for the periods presented
and should only be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the audited and
unaudited consolidated financial statements of Roundy's and the related notes
thereto, which are included elsewhere in this prospectus. The data as of
December 30, 2000 and December 29, 2001, and for each of the three years in the
period ended December 29, 2001, have been derived from the consolidated
financial statements of Roundy's, audited by Deloitte & Touche LLP, included
elsewhere in this prospectus. The data as of January 3, 1998, January 2, 1999,
January 1, 2000 and September 29, 2001, and for the years ended January 3, 1998
and January 2, 1999, have been derived from the related historical financial
statements of Roundy's. The data as of September 28, 2002, and for the
nine-month periods ended
September 29, 2001 and September 28, 2002, have been derived from the unaudited
condensed consolidated financial statements of Roundy's, included elsewhere in
this prospectus, which, in the opinion of management, include all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation. Results of operations for an interim period are not necessarily
indicative of results for a full year.



                                                                               Fiscal Year Ended,
                                                                                  (predecessor)
                                                        --------------------------------------------------------------



                                                        January 3,  January 2,  January 1,  December 30,   December 29,
                                                           1998        1999        2000         2000           2001
                                                        ----------  ----------  ----------  ------------   ------------
                                                                                           (dollars in thousands)
                                                                                            
Statement of Earnings Data: (1)
Revenues:
Net sales and service fees (2)......................... $2,565,366  $2,526,405  $2,656,832   $2,930,033     $3,387,761
Other-net (3)..........................................      3,696       2,429      10,118        7,174          2,057
                                                        ----------  ----------  ----------   ----------     ----------
                                                         2,569,062   2,528,834   2,666,950    2,937,207      3,389,818
                                                        ----------  ----------  ----------   ----------     ----------
Costs and Expenses:
Cost of sales (2)......................................  2,317,024   2,280,484   2,390,078    2,540,733      2,856,762
Operating and administrative...........................    218,611     215,034     234,303      340,413(4)     465,038
Interest...............................................      8,221       7,293       6,504       15,463         17,698
                                                        ----------  ----------  ----------   ----------     ----------
                                                         2,543,856   2,502,811   2,630,885    2,896,609      3,339,498
                                                        ----------  ----------  ----------   ----------     ----------
Earnings before patronage dividends....................     25,206      26,023      36,065       40,598         50,320
Patronage dividends (5)................................      5,687       5,976       6,447        5,035          8,681
                                                        ----------  ----------  ----------   ----------     ----------
Earnings before income taxes...........................     19,519      20,047      29,618       35,563         41,639
Provision for income taxes (6).........................      8,315       8,149      12,009       14,458         15,855(7)
                                                        ----------  ----------  ----------   ----------     ----------
Net earnings........................................... $   11,204  $   11,898  $   17,609   $   21,105     $   25,784
                                                        ==========  ==========  ==========   ==========     ==========
Other Financial Data:
Adjusted EBITDA (8).................................... $   50,559  $   52,098  $   61,392   $   86,799     $  112,131
Cash provided by (used in):
   Operating Activities................................     51,518      55,618      52,731       81,256         76,281
   Investing Activities................................    (26,608)    (22,126)    (44,701)    (152,083)      (105,395)
   Financing Activities................................    (12,885)    (13,764)    (11,739)      42,335         34,737
Depreciation and amortization..........................     17,132      18,782      18,823       30,738         44,113
Capital expenditures...................................     22,727      24,936      35,869       37,706         32,614
Ratio of earnings to fixed charges (9).................        3.3x        3.7x        5.0x         3.0x           3.0x
Balance Sheet Data (at end of period):
Working capital........................................ $   84,074  $   84,743  $   67,937   $   38,771     $   24,940
Total assets...........................................    440,310     462,412     497,325      662,372        794,510
Total debt.............................................     93,615      83,458      73,298      174,402        228,549
Stockholders' equity...................................    116,085     125,804     143,971      150,521        170,492
Stockholders' equity including redeemable stock........    122,460     134,811     153,919      160,669        179,736




                                                            Nine Months Ended,
                                                        --------------------------  -------------
                                                                      December 30,  June 7, 2002
                                                                         2001 to         to
                                                        September 29,    June 6,    September 28,
                                                            2001          2002          2002
                                                        (predecessor) (predecessor)  (successor)
                                                        ------------- ------------- -------------

                                                                           
Statement of Earnings Data: (1)
Revenues:
Net sales and service fees (2).........................  $2,455,856    $1,559,469    $1,131,769
Other-net (3)..........................................       1,485           694           836
                                                         ----------    ----------    ----------
                                                          2,457,341     1,560,163     1,132,605
                                                         ----------    ----------    ----------
Costs and Expenses:
Cost of sales (2)......................................   2,073,734     1,298,447       942,693
Operating and administrative...........................     333,768       222,378       157,968
Interest...............................................      13,483         6,144        10,714
                                                         ----------    ----------    ----------
                                                          2,420,985     1,526,969     1,111,375
                                                         ----------    ----------    ----------
Earnings before patronage dividends....................      36,356        33,194        21,231
Patronage dividends (5)................................
                                                         ----------    ----------    ----------
Earnings before income taxes...........................      36,356        33,194        21,231
Provision for income taxes (6).........................      15,633        13,609         8,705
                                                         ----------    ----------    ----------
Net earnings...........................................  $   20,723    $   19,585    $   12,526
                                                         ==========    ==========    ==========
Other Financial Data:
Adjusted EBITDA (8)....................................  $   81,374    $   57,208    $   48,151
Cash provided by (used in):
   Operating Activities................................      38,156        44,880        40,042
   Investing Activities................................     (93,998)       (9,321)     (587,641)
   Financing Activities................................      55,346       (48,674)      593,783
Depreciation and amortization..........................      31,535        17,870        16,206
Capital expenditures...................................      20,355        10,642        12,936
Ratio of earnings to fixed charges (9).................         3.0x          4.5x          2.6x
Balance Sheet Data (at end of period):
Working capital........................................  $   45,679                  $   82,128
Total assets...........................................     800,857                   1,253,181
Total debt.............................................     251,603                     488,887
Stockholders' equity...................................     164,878                     327,026
Stockholders' equity including redeemable stock........     173,415                     327,026


                                      38



- --------
 (1)Fiscal 2000 and 2001 include the effects of our acquisitions of 24 Pick 'n
    Save stores in the first quarter of 2000 and 21 Copps stores and a
    wholesale distribution center in May 2001. As a result, year-to-year data
    may not be comparable due to the effects of these acquisitions.
 (2)Amounts for all periods have been restated to reflect the adoption by
    Roundy's, effective December 30, 2001, of Emerging Issues Task Force (EITF)
    Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
    Customer or a Reseller of the Vendor's Products." The effect of the
    adoption of EITF 01-9 was to classify certain sales promotions offered to
    retail customers as a reduction of sales (versus including them in cost of
    sales as previously recorded), with a corresponding reduction in cost of
    goods sold. As a result, the adoption of this accounting principle had no
    effect on our gross profit.
 (3)Includes insurance settlement gains of $5.5 million and $3.3 million in
    fiscal 1999 and 2000, respectively.
 (4)Includes a compensation charge of $3.1 million related to a term extension
    of previously granted stock options.
 (5)Historically, a significant portion of Roundy's common stock was
    beneficially owned by the owners of 99 retail grocery stores serviced by
    Roundy's. These former stockholders received patronage dividends from us
    based on the level of their wholesale purchases from us. We were obligated
    by our by-laws to pay a patronage dividend to our former stockholders out
    of and based upon the net earnings from wholesale business done by us with
    such former stockholders in any fiscal year in an amount which would reduce
    our net income to such amount as would result in an increase of eight
    percent in the book value of our outstanding stock as of the close of such
    year (calculated after the payment of patronage dividends). In the event
    that such net earnings level was not reached, no patronage dividends were
    paid for that year. The patronage dividend was payable at least 20% in cash
    and the remainder in our common stock, with an average of approximately 30%
    paid in cash during each of the last three fiscal years.
 (6)We have historically operated a portion of our wholesale business on a
    cooperative basis, and therefore determined our federal income tax
    liabilities under Subchapter T of the Internal Revenue Code, which governs
    the taxation of corporations operating on a cooperative basis. Under
    Subchapter T of the Internal Revenue Code, patronage dividends were
    deducted by Roundy's in determining our taxable income, and were generally
    taxable to our former stockholders (including the value of the common
    stock) for federal income tax purposes.
 (7)Net of a $2.4 million income tax benefit from resolution of prior year tax
    matters.
 (8)Adjusted EBITDA represents earnings before patronage dividends, interest,
    taxes, depreciation and amortization. Adjusted EBITDA is presented because
    we believe EBITDA is frequently used by securities analysts, investors and
    other interested parties in the evaluation of companies in our industry.
    However, other companies in our industry may calculate Adjusted EBITDA
    differently than we do. Adjusted EBITDA may be relevant or useful to
    investors as we understand that securities analysts and others use measures
    like Adjusted EBITDA to value securities like the notes, and therefore
    investors may wish to consider Adjusted EBITDA because it is likely that
    the notes are being valued in part based on that measure. We use Adjusted
    EBITDA primarily as a measure of liquidity and to calculate compliance with
    the terms of the covenants contained in the indenture governing the notes,
    many of which depend on formulas based on "Consolidated Cash Flow" (as
    defined in the Indenture), which is (similar/identical) to Adjusted EBITDA,
    as presented.

   The following table presents the components of Adjusted EBITDA for each
period presented:



                                         Fiscal Year Ended,                                Nine Months Ended,
              ------------------------------------------------------------------------ --------------------------
                                                                                                    June 7, 2002
                                                                                       December 30,      to
              January 3, January 2, January 1, December 30, December 29, September 29,   2001 to    September 28,
                 1998       1999       2000        2000         2001         2001      June 6, 2002     2002
              ---------- ---------- ---------- ------------ ------------ ------------- ------------ -------------
                                                    (dollars in thousands)
                                                                            
Net Earnings.  $11,204    $11,898    $17,609     $21,105      $25,784       $20,723      $19,585       $12,526
Patronage
 dividends...    5,687      5,976      6,447       5,035        8,681
Interest.....    8,221      7,293      6,504      15,463       17,698        13,483        6,144        10,714
Taxes........    8,315      8,149     12,009      14,458       15,855        15,633       13,609         8,705
Depreciation
 and
 amortization   17,132     18,782     18,823      30,738       44,113        31,535       17,870        16,206

   Adjusted EBITDA is not a measurement of financial performance under
   generally accepted accounting principles and should not be considered as an
   alternative to cash flow from operating activities or as a measure of
   liquidity or an alternative to net income as indicators of our operating
   performance or any other measures of performance derived in accordance with
   generally accepted accounting principles. See the Statements of Consolidated
   Earnings included in our consolidated financial statements included
   elsewhere in this prospectus.
 (9)In calculating the ratio of earnings to fixed charges, earnings consist of
    income before patronage dividends and income taxes plus fixed charges.
    Fixed charges consist of interest expense (which includes amortization of
    deferred financing costs) and one-third of rental expense, deemed
    representative of that portion of rental expense estimated to be
    attributable to interest.

                                      39



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

   The following discussion and analysis of our financial condition and results
of operations covers periods prior to the consummation of the acquisition and
related financing transactions. The results for the nine months ended September
28, 2002 include the results of the Company through June 6, 2002 (predecessor)
and after the transaction (successor). As part of the acquisition, we entered
into the various financing arrangements described herein and, as a result, we
now have a different capital structure. Accordingly, the results of operations
for periods subsequent to the consummation of the acquisition and related
financing transactions will not necessarily be comparable to prior periods.

Recent Acquisitions

   On January 21, 2003, we completed the acquisition of substantially all of
the capital stock of Prescott's Supermarkets, Inc. for approximately $48.7
million in cash. Prescott's is a seven store licensed Pick 'n Save store group
with stores located in the Wisconsin cities of Fond du Lac (3 stores), Oshkosh
(2 stores) and West Bend (2 stores). In addition to these stores we also
acquired the Everix Bakery, a facility that had been owned and operated by
Prescott's.

   On October 23, 2002, we completed the acquisition of four licensed Pick 'n
Save retail grocery stores located in the Milwaukee metropolitan area from
Robert Gold for approximately $26.0 million in cash plus the value at the
seller's cost of inventory in such stores.

   Effective May 20, 2001, we acquired all of the outstanding stock of The
Copps Corporation for approximately $96.2 million in cash. Copps owned and
operated 21 Copps retail grocery stores and a wholesale distribution center
located in Stevens Point, Wisconsin. We financed the acquisition through
borrowings under our prior credit agreement.

   On March 31, 2000, we acquired all of the outstanding stock of Mega Marts,
Inc. for approximately $125.0 million in cash and notes payable. Mega Marts
owned and operated 16 retail grocery stores, all of which were licensed Pick 'n
Save locations. Also on March 31, 2000, we acquired certain assets of NDC,
Inc., an affiliate of Mega Marts, consisting of a retail grocery store known as
the Tri-City Pick 'n Save, for approximately $11.2 million in cash. We financed
the acquisitions with borrowings under our prior credit agreement and $39.0
million in promissory notes issued to the shareholders of Mega Marts.

   On February 2, 2000, we purchased seven Pick 'n Save retail grocery stores
for approximately $37.7 million in cash from Ultra Mart, Inc. On April 12,
1999, we purchased a grocery retailer for approximately $5.7 million in cash.
On August 24, 1999, we purchased a grocery retailer for $2.1 million in cash.

Net Sales and Service Fees

   Net sales and service fees represents product sales less returns and
allowances and sales promotions. We derive our net sales from the operation of
retail grocery stores and the wholesale distribution of food and non-food
products. In addition, we provide specialized support services for retail
grocers, which include promotional merchandising and advertising programs,
accounting and inventory control, store development and financing and
assistance with other aspects of store management.

   The table below indicates the portion of our net sales attributable to
retail sales and wholesale distribution for the periods indicated. Eliminations
represent the intercompany activity between our wholesale operations and our
company-owned retail stores.



                                        Fiscal Year Ended,               Nine Months Ended,
                               ------------------------------------  --------------------------
                               January 1,  December 30, December 29, September 29, September 28,
                                  2000         2000         2001         2001          2002
                               ----------  ------------ ------------ ------------- -------------
                                                    (dollars in thousands)
                                                                    
Retail Operations............. $  323,857   $  891,666   $1,377,133   $  982,717    $ 1,166,259
Wholesale Operations..........  2,549,775    2,628,025    2,894,012    2,093,494      2,243,188
Eliminations..................   (216,800)    (589,658)    (883,384)    (620,355)      (718,208)
                               ----------   ----------   ----------   ----------    -----------
   Total...................... $2,656,832   $2,930,033   $3,387,761   $2,455,856    $ 2,691,239
                               ==========   ==========   ==========   ==========    ===========


                                      40



Costs and Expenses

   Our costs and expenses consist of cost of sales, operating and
administrative expenses and interest expense.

  .  Cost of sales includes product costs and freight.

  .  Operating and administrative expenses consist primarily of personnel
     costs, sales and marketing expenses, depreciation and amortization
     expenses, expenses associated with our facilities, internal management
     expenses, business development expenses and expenses for finance, legal,
     human resources and other administrative departments.

  .  Interest expense includes interest on our outstanding indebtedness.

Results of Operations

   The following table sets forth each category of statement of earnings data
as a percentage of net sales and service fees.



                                                       Fiscal Year Ended,              Nine Months Ended,
                                              -----------------------------------  --------------------------
                                              January 1, December 30, December 29, September 29, September 28,
                                                 2000        2000         2001         2001          2002
                                              ---------- ------------ ------------ ------------- -------------
                                                                                  
Statement of Earnings Data:
Revenues:
   Net sales and service fees................   100.0%      100.0%       100.0%        100.0%        100.0%
   Other--net................................     0.4         0.2          0.1           0.1           0.1
                                                -----       -----        -----         -----         -----
       Total.................................   100.4       100.2        100.1         100.1         100.1
Costs and Expenses:
   Cost of sales.............................    90.0        86.7         84.3          84.4          83.3
   Operating and administrative..............     8.8        11.6         13.7          13.6          14.1
   Interest..................................     0.2         0.5          0.5           0.6           0.7
                                                -----       -----        -----         -----         -----
Earnings before patronage dividends..........     1.4         1.4          1.6           1.5           2.0
Patronage dividends..........................     0.2         0.2          0.3
                                                -----       -----        -----         -----         -----
Earnings before income taxes.................     1.2         1.2          1.3           1.5           2.0
Provision for income taxes...................     0.5         0.5          0.5           0.7           0.8
                                                -----       -----        -----         -----         -----
Net earnings.................................     0.7%        0.7%         0.8%          0.8%          1.2%
                                                =====       =====        =====         =====         =====
Other Data:
Adjusted EBITDA (1)..........................     2.3%        3.0%         3.3%          3.3%          3.9%

- --------
(1)Adjusted EBITDA represents earnings before patronage dividends, interest,
   taxes, depreciation and amortization. Adjusted EBITDA is presented because
   we believe EBITDA is frequently used by securities analysts, investors and
   other interested parties in the evaluation of companies in our industry.
   However, other companies in our industry may calculate Adjusted EBITDA
   differently than we do. Adjusted EBITDA may be relevant or useful to
   investors as we understand that securities analysts and others use measures
   like Adjusted EBITDA to value securities like the notes, and therefore
   investors may wish to consider Adjusted EBITDA because it is likely that the
   notes are being valued in part based on that measure. We use Adjusted EBITDA
   primarily as a measure of liquidity and to calculate compliance with the
   terms of the covenants contained in the indenture governing the notes, many
   of which depend on formulas based on "Consolidated Cash Flow" (as defined in
   the Indenture), which is (similar/identical) to Adjusted EBITDA, as
   presented.

   The following table presents the components of Adjusted EBITDA for each
period presented:


                                                             Fiscal Year Ended,                         Nine Months Ended,
                                         ---------------------------------------------------------- ---------------------------
                                         January 3, January 2, January 1, December 30, December 29, September 29, September 28,
                                            1998       1999       2000        2000         2001         2001          2002
                                         ---------- ---------- ---------- ------------ ------------ ------------- -------------
                                                                         (dollars in thousands)
                                                                                             
Net Earnings............................  $11,204    $11,898    $17,609     $21,105      $25,784       $20,723       $32,111
Patronage dividends.....................    5,687      5,976      6,447       5,035        8,681
Interest................................    8,221      7,293      6,504      15,463       17,698        13,483        16,858
Taxes...................................    8,315      8,149     12,009      14,458       15,855        15,633        22,314
Depreciation and amortization...........   17,132     18,782     18,823      30,738       44,113        31,535        34,075

   Adjusted EBITDA is not a measurement of financial performance under
   generally accepted accounting principles and should not be considered as an
   alternative to cash flow from operating activities or as a measure of
   liquidity or an alternative to net income as

                                      41



   indicators of our operating performance or any other measures of performance
   derived in accordance with generally accepted accounting principles. See the
   Statements of Consolidated Earnings included in our consolidated financial
   statements included elsewhere in this prospectus.

  Comparison of the Nine Month Periods Ended September 28, 2002 and September
  29, 2001

   Net sales and service fees were $2,691.2 million for the nine-month period
ended September 28, 2002, an increase of $235.3 million, or 9.6%, from $2,455.9
million in the nine-month period ended September 29, 2001. Sales from our
wholesale operations were $2,243.2 million for 2002, an increase of $149.7
million, or 7.2% from $2,093.5 million in 2001. Sales from our retail
operations were $1,166.3 million for 2002, an increase of $183.6 million, or
18.7% from $982.7 million in 2001. The sales increase was due in a large part
to our May 2001 purchase of The Copps Corporation ("Copps"). This acquisition
contributed $189.6 million to our sales increase in the first nine months of
2002 versus 2001, which included twenty additional weeks of sales compared to
the prior year's results. Sales also increased at our existing wholesale and
retail segments by $43.6 million and $2.2 million, respectively, primarily as a
result of increased sales to existing wholesale customers and increased same
store sales. Our same store sales improved 1.5% (including stores owned under
previous ownership) for the nine months ended September 28, 2002 as compared to
the prior period. This improvement in same store sales was offset somewhat by
the sale and/or closing of five Company-owned retail stores, which accounted
for decreased retail sales of approximately $21.7 million for the first nine
months of 2002 versus 2001.

   Gross profit was $450.1 million for the nine-month period ended September
28, 2002, an increase of $68.0 million, or 17.8%, from the $382.1 million in
the nine-month period ended September 29, 2001. The increase in our gross
profit for the first nine months of 2002 was due primarily to the purchase of
Copps. The additional twenty weeks in 2002 of Copps results contributed
approximately $58.5 million of additional gross profit. Gross profit margin for
the same periods of 2002 and 2001 was 16.7% and 15.6% respectively, with the
increase due primarily to the sales mix of higher profits derived from
Company-owned retail stores. Retail sales for the first nine months of 2002
represented 43.3% of net sales and service fees compared to 40.0% for the first
nine months of 2001. The retail gross profit margin was 23.5% and 22.6% for the
nine-month periods ended September 28, 2002 and September 29, 2001,
respectively, with the increase due primarily to the acquisition of 21 Copps
stores in May 2001, which maintained higher gross profit margins than our then
existing company-owned stores. The wholesale gross profit margin for the
nine-month period ended September 28, 2002 was 8.3% as compared to 8.1% during
the comparable period of 2001.

   Operating and administrative expenses were $380.3 million for the nine-month
period ended September 28, 2002, an increase of $46.5 million, or 14.0%, from
$333.8 million in the nine-month period ended September 29, 2001. Operating and
administrative expenses, as a percentage of net sales and service fees,
increased to 14.1% for the nine-month period ended September 28, 2002 compared
to 13.6% in 2001. The percentage increase was attributable to our acquisitions
and the increased concentration in company-owned stores in 2002, which have a
significantly higher ratio of operating costs to sales than our wholesale
operations. Retail operating and administrative expenses were 20.6% of retail
sales for 2002 as compared to 20.2% for 2001. This increase was due primarily
to the acquisition of the Copps retail stores, which maintained a higher
operating cost percentage than our then existing Company-owned stores.
Wholesale operating and administrative expenses decreased to 6.0% of wholesale
sales for 2002 as compared to 6.3% for 2001. The decrease was primarily due to
labor efficiencies achieved at our Wisconsin wholesale divisions.

   Interest expense was $16.9 million for the nine-month period ended September
28, 2002, an increase of $3.4 million, or 25.0%, from $13.5 million in the
nine-month period ended September 29, 2001. Substantially all of the increase
is due to increased borrowings associated with the Transactions, offset
somewhat by lower interest rates. Our average interest rate on outstanding
indebtedness was approximately 6.7% in the nine-month period ended September
28, 2002 compared to 8.2% in the nine-month period ended September 29, 2001.

   Provision for income taxes increased to $22.3 million for the nine-month
period ended September 28, 2002, from $15.6 million in the nine-month period
ended September 29, 2001. The effective income tax rate, however,

                                      42



decreased to 41.0% from 43.0% in 2001. This improvement was due primarily to
the elimination of non-deductible goodwill with the adoption of SFAS No. 142.

   Adjusted EBITDA was $105.4 million for the nine-month period ended September
28, 2002, an increase of $24.0 million, or 29.5%, from $81.4 million for the
nine month period ended September 29, 2001. The increase was due primarily to
our May 2001 purchase of Copps, which contributed approximately $11.9 million
to our Adjusted EBITDA increase. Retail Adjusted EBITDA (including Copps) for
the first nine months of 2002 was $50.0 million, an increase of $10.2 million
from $39.8 million for 2001. Wholesale Adjusted EBITDA (including Copps) for
the first nine months of 2002 was $60.0 million, an increase of $14.5 million
from $45.5 million for 2001. The increase in Adjusted EBITDA at existing
operations was due primarily to operational improvements at both the retail and
wholesale segments, as discussed above.

   Net income was $32.1 million for the nine-month period ended September 28,
2002, an increase of $11.4 million, or 55.0%, from $20.7 million in the prior
year. This improvement was driven by the factors discussed above.

  Comparison of Years Ended December 29, 2001 and December 30, 2000

   Net sales and services fees were $3.4 billion for the year ended December
29, 2001, an increase of $457.7 million, or 15.6%, from $2.9 billion in the
prior year. Sales from our wholesale operations were $2,894.0 million for 2001,
an increase of $266.0 million, or 10.1%, from $2,628.0 million in 2000. Sales
from our retail operations were $1,377.1 million for 2001, an increase of
$485.4 million, or 54.4%, from $891.7 million in 2000. The sales increase was
in large part due to our May 2001 purchase of Copps, which consisted of 21
retail stores and a wholesale distribution operation. This acquisition
contributed $361.9 million ($52.7 million wholesale, less eliminations and
$309.2 million retail) to our sales increase in 2001 versus 2000. Also
contributing to this increase was the Company's development, in anticipation of
competitors' changing formats, of marketing and promotional programs that
helped us gain market share. This contributed to sales increases at both our
wholesale and retail operations. These programs, combined with the benefits
from our frequent shopper cards and enhanced perishable programs, allowed us to
produce a 3.5% increase (including stores operated while under previous
ownership) in same store sales growth.

   Other net revenues for the year ended December 29, 2001 of $2.1 million
decreased $5.1 million from the year ended December 30, 2000. The decrease is
due to a decrease in interest income of $1.1 million due to lower cash
available for investment and an insurance gain of $3.3 million in 2000
resulting from a finalized settlement with our insurance carriers with regard
to a fire in our Evansville warehouse in 1998.

   Gross profit was $531.0 million for the year ended December 29, 2001, an
increase of $141.7 million, or 36.4%, from $389.3 million in the prior year.
The increase in gross profit was due primarily to the increase in the sales mix
attributable to the higher profits derived from our company-owned retail
stores. Retail sales for 2001 represented 40.7% of net sales and service fees
compared to 30.4% for 2000. Retail gross profit margin was 22.5% in 2001, as
compared to 21.5% in 2000, with the increase due primarily to the acquisition
of 21 Copps retail stores in May 2001, which maintained higher gross profit
margins than our then existing company-owned stores. Wholesale gross profit
margin was 8.1% in 2001, as compared to 7.9% in 2000.

   Operating and administrative expenses were $465.0 million for the year ended
December 29, 2001 an increase of $124.6 million, or 36.6%, from $340.4 million
in the prior year. Operating and administrative expenses, as a percentage of
net sales and service fees, increased to 13.7% in 2001 compared to 11.6% in
2000. This percentage increase is attributable to our acquisitions of retail
stores in 2000 and 2001, which have a significantly higher ratio of operating
costs to sales than our wholesales operations. Operating costs also increased
due to a rise in health care costs. Retail operating and administrative
expenses were 20.2% of retail sales for 2001 as compared to 20.0% for 2000.
This increase was due primarily to the acquisition of the Copps retail stores,
which maintained a higher operating cost percentage than our then existing
company-owned stores.

                                      43



Wholesale operating and administrative expenses increased slightly to 6.2% of
wholesale sales for 2001 as compared to 5.9% for 2000. This increase was due
primarily to increased health care and pension costs in 2001.

   Interest expense was $17.7 million for the year ended December 29, 2001, an
increase of $2.2 million, or 14.2%, from $15.5 million in the prior year due to
an increase in borrowings incurred to finance acquisitions in 2001. However,
overall interest rates declined in 2001 compared to 2000. Our average interest
rate on outstanding indebtedness was approximately 6.5% in 2001 compared to
9.4% in 2000.

   Provision for income tax increased to $15.9 million for the year ended
December 29, 2001, from $14.5 million in the prior year. The effective income
tax rate, however, decreased to 38.1% from 40.7% during the same period. This
improvement was due to the favorable resolution of certain prior year's state
and local income tax audits.

   Adjusted EBITDA was $112.1 million for the year ended December 29, 2001, an
increase of $25.3 million, or 29.1% from $86.8 million in the prior year. The
increase was due primarily to our May 2001 purchase of Copps, which consisted
of 21 retail stores and a wholesale distribution operation. This acquisition
contributed approximately $14.0 million to our Adjusted EBITDA increase in
2001. The full year effect of our acquisition of 24 Pick 'n Save retail grocery
stores through the Mega Marts and Ultra Mart acquisitions in 2000 also
contributed approximately $9.8 million to this Adjusted EBITDA increase. Retail
Adjusted EBITDA for 2001 was $55.5 million, an increase of $25.4 million from
$30.1 million for 2000. This increase, as noted above, was partially due to the
additional Copps retail Adjusted EBITDA of $8.2 million and partially due to
the full year effect of the 24 Pick 'n Save retail stores acquired in 2000 of
$9.8 million. Wholesale Adjusted EBITDA for 2001 was $66.6 million, an increase
of $5.5 million from $61.1 million for 2000. This increase was due primarily to
the additional Copps wholesale Adjusted EBITDA.

   Net earnings were $25.8 million for the year ended December 29, 2001, an
increase of $4.7 million, or 22%, from $21.1 million in the prior year. This
improvement was driven by the reasons discussed above.

  Comparison of Years Ended December 30, 2000 and January 1, 2000.

   Net sales and services fees were $2.9 billion for the year ended December
30, 2000, an increase of $273.2 million, or 10.3%, from the $2.7 billion in the
prior year. Sales from our wholesale operations were $2,628.0 million for 2000,
an increase of $78.2 million, or 3.1%, from $2,549.8 million in 1999. Sales
from our retail operations were $891.7 million for 2000, an increase of $567.8
million, or 175.3%, from $323.9 million in 1999. This increase in retail sales
was attributable to the acquisition of 24 Pick 'n Save retail grocery stores
through our Mega Marts and Ultra Mart acquisitions, which contributed $563.6
million. In addition to these acquisitions, we also experienced increased net
sales from our emphasis on perishables in our marketing programs, continued
commitment to the use of our frequent shopper card and expansion of our private
label program. Reflecting those initiatives, our same store sales growth at our
retail stores was 3.4% during the year (including stores operated while under
previous ownership).

   Other net revenues for the years ended December 30, 2000 and January 1, 2000
reflect a $3.3 million and $5.5 million gain, respectively, resulting from a
finalized settlement with our insurance carriers with regard to a fire in our
Evansville warehouse in 1998. Also included in other-net is interest income of
$1.8 million and $3.8 million for 2000 and 1999, respectively.

   Gross profit was $389.3 million for the year ended December 30, 2000, an
increase of $122.5 million, or 45.9%, from $266.8 million in the prior year.
The increase in gross profit was mainly due to the increase in company-owned
retail stores, which have significantly higher gross profits than wholesale
operations. Retail sales represented 30.4% of our total sales and service fees
in 2000 compared to 12.2% in 1999. Retail gross profit margin was 21.5% in
2000, as compared to 21.6% in 1999. Wholesale gross profit margin was 7.9% and
7.8% for 2000 and 1999, respectively.

                                      44



   Operating and administrative expenses were $340.4 million for the year ended
December 30, 2000, an increase of $106.1 million, or 45.3%, from $234.3 million
in the prior year. The increase over 1999 was primarily attributable to growth
in our retail operations, which have higher wages and operating costs as a
percentage of net sales and service fees than our wholesale operations. Retail
operating and administrative expenses for the year ended December 30, 2000 were
20.0% of retail sales compared to 21.1% for the prior year. The decrease in
this percentage was due primarily to the productivity improvement related to
stores acquired in the previous year. Wholesale operating and administrative
expenses were 5.9% of wholesale sales for 2000 as compared to 6.0% for 1999.

   Interest expense was $15.5 million for the year ended December 30, 2000, an
increase of $9.0 million, or 137.8%, from $6.5 million in the prior year.
Substantially all of the increase in 2000 versus 1999 was due to increased debt
levels incurred to fund our retail acquisitions.

   Provision for income tax increased to $14.5 million for the year ended
December 30, 2000, from $12.0 million in the prior year. This increase
reflected an increase in the effective income tax rate to 40.7% from 40.5%
during the same period.

   Adjusted EBITDA was $86.8 million for the year ended December 30, 2000, an
increase of $25.4 million, or 41.4%, from $61.4 million in the prior year. The
increase was due primarily to our acquisition of 24 Pick 'n Save retail grocery
stores through the Mega Marts and Ultra Mart acquisitions. These acquisitions
contributed approximately $24.5 million to our Adjusted EBITDA increase in 2000
versus 1999. Retail Adjusted EBITDA for 2000 was $30.1 million, an increase of
$23.8 million from $6.3 million for 1999. This increase, as noted above, was
due primarily to the 24 additional retail grocery stores acquired in 2000.
Wholesale Adjusted EBITDA for 2000 was $61.1 million, an increase of $0.2
million from $60.9 million for 1999.

   Net earnings were $21.1 million for the year ended January 1, 2000, an
increase of $3.5 million, or 19.9%, from $17.6 million in the prior year as a
result of the items mentioned above.

Seasonality

   Seasonality has a minimal impact on our results of operations.

Liquidity and Capital Resources
   Our principal sources of cash were operating activities and borrowings. Cash
flows provided by operating activities were $84.9 million in the first nine
months of 2002 compared to $38.2 million in the first nine months of 2001. This
increase was primarily due to (i) increased operating income, (ii) reduced
income tax payments and the receipt of income tax refunds, (iii) increased
accrued interest expense, and (iv) a reduction in our net investment in
inventory (merchandise inventories less accounts payable). Cash flows provided
by operating activities were $76.3 million in 2001 compared to $81.3 million in
2000. The modest decline in net cash flows from operating activities in 2001
was primarily the result of the inclusion of the $3.3 million insurance
settlement gains in the prior year.

   Our principal historical uses of cash have been to provide for working
capital, capital expenditures and acquisitions. Net cash flows used in
investing activities were $597.0 million in the first nine months of 2002
compared to $94.0 million used in the first nine months of 2001. The increase
is primarily due to activity related to the Transactions, which consisted of
$575.4 million of acquisition consideration. Investing activity for the same
period in 2001 included the acquisition of Copps of $76.7 million. Net cash
used in investing activities was $105.4 million in 2001 as compared to $152.1
million in 2000. This decrease was due primarily to a $49.8 million decrease in
net cash used for acquisitions from $128.6 million in 2000 to $78.8 million in
2001.

   Total capital expenditures were $23.6 million in the first nine months of
2002, which compared to $20.4 million in the prior year. These expenditures
were for the construction of new stores, remodeling of existing

                                      45



stores and maintenance of our retail stores and wholesale distribution network.
For the last quarter of 2002, we are expecting to spend approximately $20
million for capital expenditures. These expenditures are related to new store
locations, remodeling of existing stores, technology upgrades, and the
maintenance and upgrade of our wholesale distribution network. Total capital
expenditures for the years ended December 29, 2001 and December 30, 2000 were
$32.6 million and $37.7 million, respectively. These expenditures were for
remodeling of existing stores, upgrade and integration expenditures at Copps
and the maintenance and expansion of our retail stores and wholesale
distribution network.

   From time to time, we provide long-term debt financing to certain
independent retailers we serve to aid them in store expansion or improvements.
Such loans are primarily secured by the retailer's inventory, equipment,
personal assets, and other forms of guarantees. During 2001 and 2000, we made
loans of $3.5 million and $1.6 million respectively, See "Risk Factors--We may
face credit losses as a result of loans to independent retailers."

   Net cash flows provided by financing activities were $545.1 million in the
first nine months of 2002 compared to $55.3 million in the first nine months of
2001. The cash flows in 2002 were primarily due to net increased borrowings of
approximately $260.3 million and the contribution of approximately $314.5
million of equity capital to fund the Transactions, offset somewhat by costs
associated with the Transactions. The cash flows in 2001 related to increased
borrowings related primarily to the acquisition of Copps. Net cash flows
provided by financing activities were $34.7 million in 2001 compared to $42.3
million in 2000.

   Working capital amounted to $82.1 million at September 28, 2002, compared to
$24.9 million at December 29, 2001 and was $45.7 million at September 29, 2001.
The increase, as compared to both periods was primarily related to the
reduction of current maturities of long-term debt, which is a direct result of
the Transactions, and an increase in cash and cash equivalents. Working capital
amounted to $24.9 million and $38.8 million at December 29, 2001 and December
30, 2000, respectively, with the decrease due primarily to an additional $19.9
million of long-term debt moving to current maturities on long-term debt.


   We have significant debt service obligations, including interest, in future
years. On June 6, 2002, in connection with the Transactions we entered into a
credit agreement with various lenders, allowing us to borrow $250.0 million
under a term loan, and up $125.0 million under a revolving line of credit.
There are no outstanding borrowings under the revolving line of credit. The
term loan will be repayable in 28 consecutive installments, the first 24 of
which will each be in the amount of $625,000 and the last four of which will be
in the amount of $58.75 million. In addition, we issued $225.0 million in
aggregate principal amount of 8 7/8% Senior Subordinated Notes due 2012 (the
"Notes") as of the date of the Transactions.

   Our senior credit facility contains various restrictive covenants. These
covenants prohibit us from:

      (1) Prepaying other indebtedness, including the notes;

      (2) Permitting our fixed charge coverage ratio for any period of four
   consecutive fiscal quarters to be less than a specified ratio, which ratio
   steps up over time, beginning at 2.00 to 1.00 for the quarter ended
   September 30, 2002 and ending with a ratio of 2.50 to 1.00 for quarters
   ending September 30, 2005 and thereafter.

      (3) Permitting our ratio of senior debt to EBITDA as of the last day of
   certain specified periods to exceed a specified ratio, which ratio steps
   down over time, beginning at 3.00 to 1.00 for the quarter ended September
   30, 2002 and ending with a ratio of 2.00 to 1.00 for quarters ending
   September 30, 2005 and thereafter.

      (4) Permitting our ratio of total debt to EBITDA as of the last day of
   certain specified periods to exceed a specified ratio, which ratio steps
   down over time, beginning at 4.50 to 1.00 for the quarter ended September
   30, 2002 and ending with a ratio of 3.00 to 1.00 for quarters ending March
   31, 2006 and thereafter.

                                      46



      (5) Failing to satisfy certain other financial condition tests including
   limitations on capital expenditures.

   In addition the senior credit facility prohibits us from declaring or paying
any dividends and prohibits us from making any payments with respect to the
Notes if we fail to perform our obligations under or fail to meet the
conditions of, the senior credit facility or if payment creates a default under
the senior credit facility.

   The indenture governing the Notes, among other things, (i) restricts our
ability and the ability of our subsidiaries to incur additional indebtedness,
issue shares of preferred stock, incur liens, pay dividends or make certain
other restricted payments and enter into certain transactions with affiliates;
(ii) prohibits certain restrictions on the ability of certain of our
subsidiaries to pay dividends or make certain payments to us; and (iii) places
restrictions on our ability and the ability of our subsidiaries to merge or
consolidate all of our assets. The indenture related to these notes and the
senior credit facility also contain various covenants which limit our
discretion in the operation of our businesses.

   Our principal source of liquidity is cash flow generated from operations and
borrowings under our revolving credit facility. Our principal use of cash is to
meet debt service requirements, finance our capital expenditures, make
acquisitions and provide for working capital. Although we expect that cash
available from operations, combined with funds available under our $125.0
million revolving line of credit, will be sufficient to fund our operations,
debt service and capital expenditures for at least the next 12 months, our debt
service obligations could have important consequences to our debt holders.

   Our ability to make payments on and to refinance our debt, and to fund
planned capital expenditures will depend on our ability to generate sufficient
cash in the future. This, to some extent, is subject to general economic,
financial, competitive and other factors that are beyond our control. We
believe that, based upon current levels of operations, we will be able to meet
our debt service obligations when due. Significant assumptions underlie this
belief, including, among other things, that we will continue to be successful
in implementing our business strategy and that there will be no material
adverse developments in our business, liquidity or capital requirements. If our
future cash flow from operations and other capital resources are insufficient
to pay our obligations as they mature or to fund our liquidity needs, we may be
forced to reduce or delay our business activities and capital expenditures,
sell assets, obtain additional debt or equity capital or restructure or
refinance all or a portion of our debt, on or before maturity. There can be no
assurance that we would be able to accomplish any of these alternatives on a
timely basis or on satisfactory terms, if at all. In addition, the terms of our
existing and future indebtedness may limit our ability to pursue any of these
alternatives.

   Our contractual obligations as of December 29, 2001 were as follows:



                                                  Payments Due by Period
                                                  (dollars in thousands)
                          ----------------------------------------------------------------------
Contractual Obligations     Total      2002      2003      2004      2005      2006    Thereafter
- -----------------------   ---------  --------  --------  --------  --------  --------  ----------
                                                                  
Long-term debt,
 including current
 maturities and capital
 lease obligations (1)... $ 228,548  $ 27,717  $ 34,261  $ 34,307  $ 28,503  $ 85,556   $ 18,204
Operating leases.........   339,333    37,504    35,273    33,051    30,979    30,125    172,401
Sublease income..........  (179,382)  (20,304)  (18,863)  (18,198)  (16,195)  (14,946)   (90,876)
                          ---------  --------  --------  --------  --------  --------   --------
Total.................... $ 388,499  $ 44,917  $ 50,671  $ 49,160  $ 43,287  $100,735   $ 99,729
                          =========  ========  ========  ========  ========  ========   ========

- --------
(1)Reflects debt outstanding prior to the Transactions. After giving effect to
   the Transactions, our obligations due with respect to long-term debt,
   including current maturities and capital lease obligations were $563,158 as
   of December 28, 2002. Payments due by period will be $2,961, $3,007, $3,053,
   $3,056, $3,091 and $547,990 for fiscal 2003, 2004, 2005, 2006, 2007 and
   periods thereafter, respectively.

Critical Accounting Policies

   Allowances for Losses on Receivables.  Management makes estimates of the
uncollectibility of its accounts and notes receivable portfolios. In
determining the adequacy of the allowances, management analyzes the value

                                      47



of the collateral, customer financial statements, historical collection
experience, aging of receivables and other economic and industry factors. It is
possible that the accuracy of the estimation process could be materially
impacted by different judgments as to collectibility based on the information
considered and further deterioration of accounts.

   Closed Store Lease Commitments.  We have historically leased store sites for
sublease to qualified independent retailers, at rates that are at least as high
as the rent paid by us. We also lease store sites for our retail segment. Under
the terms of the original lease agreements, we remain primarily liable for any
commitments a retailer may no longer be financially able to satisfy as well as
those of our own stores. Should a retailer be unable to perform under the
sublease or should we close underperforming company-owned stores, we would
record a charge to earnings for the cost of the remaining term of the lease,
less any anticipated sublease income. Should the number of defaults by
sublessees or company-owned store closures increase, the remaining lease
commitments we must record could have a material adverse effect on operating
results and cash flows. See "Risk Factors--We may face credit losses as a
result of loans to independent retailers."

   Reserves for Self Insurance.  We are primarily self-insured for workers'
compensation. It is our policy to record our workers' compensation liability
based on claims filed and an estimate of claims incurred but not yet reported.
Any projection of losses concerning workers' compensation is subject to a
considerable degree of variability. Among the causes of this variability are
unpredictable external factors affecting future inflation rates, litigation
trends, legal interpretations, benefit level changes and claim settlement
patterns.

   Pension Costs.  Many of our employees are covered by noncontributory defined
benefit pension plans. We account for these costs in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 87, which requires us to
calculate pension expense and liabilities using actuarial assumptions,
including a discount rate and long-term returns on assets. Actual returns on
plan assets in excess of return assumptions have, in past years, kept pension
expense and cash contributions to the plans at modest levels. Recent weaker
market performance may significantly increase pension expense and cash
contributions in the future unless asset returns again exceed the assumptions
used. Changes in the interest rates used to determine the discount rate may
also cause volatility in pension expense and cash contributions.

Effect of Inflation

   Our primary costs, inventory and labor, are affected by a number of factors
that are beyond our control, including the availability and price of
merchandise, the competitive climate and general and regional economic
conditions. As is typical of the food distribution industry, we have generally
been able to maintain gross profits by adjusting our retail prices, but
competitive conditions may from time to time render us unable to do so while
maintaining our market share.

Recent Accounting Standards

   In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives recorded for acquisitions
completed subsequent to June 30, 2001 no longer be amortized and the
amortization of goodwill and intangible assets with indefinite useful lives
recorded for acquisitions completed prior to June 30, 2001 cease upon adoption
of the statement. Instead, the carrying value of goodwill and intangible assets
with indefinite useful lives will be evaluated for impairment on an annual
basis. We adopted SFAS No. 142 on December 30, 2001. Amortization of goodwill
recorded by us in 2001 was $6.6 million and amortization of goodwill recorded
by us for the six months ended June 30, 2001 was $3.4 million.

   During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or a
Reseller of the Vendor's Products." This pronouncement relates to the income
statement classification of sales incentives and will require that we classify
certain sales

                                      48



promotions offered to our retail customers as a reduction of net sales (versus
cost of sales as currently recorded). We adopted this pronouncement effective
December 30, 2001. Accordingly, all prior years have been restated.

   In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146),
which addresses financial accounting and reporting associated with exit or
disposal activities. Under SFAS 146, costs associated with an exit or disposal
activity shall be recognized and measured at their fair value in the period in
which the liability is incurred rather than at the date of a commitment to an
exit or disposal plan. The Company is required to adopt SFAS 146 for all exit
and disposal activities initiated after December 31, 2002 and management
believes there will be no material effect on the Company's financial position,
results of operations or shareholders' equity resulting from its adoption.

Quantitative and Qualitative Disclosures about Market Risk

   We are exposed to market risk relating to changes in interest rates relating
to our variable rate debt. We have a significant amount of debt, much of it at
floating rates. Our total debt as of September 28, 2002 was $488.9 million, of
which $250.0 million bears interest at floating rates. Our total annual
interest expense, assuming interest rates as they would have been in effect on
September 28, 2002, is approximately $33 million. A 10% rise in interest rates
would increase our total annual interest expense by $1.1 million. Market risk
relative to our fixed rate debt relates to change in fair value. The potential
loss in fair value of a hypothetical 10.0% change in interest rates would not
be material to the overall fair value of the debt.

                                      49



                                   BUSINESS

   Our wholesale operations date back to 1872, when Roundy, Peckham & Dexter, a
privately owned wholesaling company, was formed. In 1952, Roundy, Peckham &
Dexter was sold to certain of its customers and the company was incorporated as
Roundy's, Inc. Through the 1970s, we continued to operate as a retailer-owned
cooperative, with food wholesaling operations largely focused in Wisconsin. In
the early 1980s, we initiated a strategic plan to grow our wholesale operations
by strategically acquiring food wholesalers both within and around Wisconsin.
We opened our first Pick 'n Save store in 1975 and built a base of
company-owned and operated retail stores throughout the 1980s and 1990s. In
2000 and 2001 we embarked on a strategy of further expanding our retail store
base through selective acquisitions. Through this strategy, we have been able
to grow our higher margin food retail business and realize synergies with our
wholesale business. We are a leading food retailer in the State of Wisconsin
and the eighth largest food wholesaler in the United States based on 2001 net
sales. We own and operate 59 retail grocery stores, of which 51 are located in
Wisconsin and eight are located elsewhere in the Midwest. We distribute a full
line of food and non-food products from eight wholesale distribution centers in
four Midwestern states and provide value-added services to approximately 800
licensee and independent retail locations in Wisconsin and throughout the
Midwest. For the 12 months ended December 29, 2001 we generated pro forma net
sales and Adjusted EBITDA of $3.6 billion and $119.8 million, respectively.

   Pursuant to a share exchange agreement dated April 8, 2002, by and among
Roundy's, Inc. and RAC, we entered into a series of transactions that resulted
in Roundy's becoming a wholly owned subsidiary of RAC. RAC is owned by
investment funds controlled by Willis Stein, certain other associated
investors, and Messrs. Mariano and Karst. For more information, see "The
Acquisition."

   Our Retail Operations.  We operate our 59 company-owned retail grocery
stores primarily under the Pick 'n Save and Copps banners. The majority of our
Pick 'n Save and Copps stores are combination food and drug stores, offering
all of the products and services typically found in a traditional supermarket
as well as a pharmacy, a broad line of health and beauty care products and a
large selection of seasonal merchandise. During fiscal years 1999 to 2001, our
stores (including stores operated while under previous ownership) experienced
annual same store sales growth of 5.8%, 3.4% and 3.5%, respectively. Our retail
stores are among the industry leaders in weekly sales per store, with an
average of $496,000 in 2001, as compared to an industry average of $325,000. We
have developed successful loyalty card programs at both our Pick 'n Save and
Copps stores, with an aggregate of approximately 1.8 million cards issued to
date.

   Pick 'n Save.  In addition to our 34 company-owned stores, we also license
   the Pick 'n Save brand name to independent retailers operating 55 locations
   primarily in Wisconsin. Our Pick 'n Save banner has an estimated 40% market
   share in the metropolitan Milwaukee area and maintains leading market
   positions elsewhere in Wisconsin. Our Pick 'n Save stores are operated as
   high volume, everyday low price ("EDLP") retail grocery stores that seek to
   provide customers with the lowest tape total in their respective market. In
   our markets, this low price strategy is uniquely complemented by a broad
   assortment of high quality perishables and our focus on providing the same
   level of customer service and variety found in traditional supermarkets. For
   example, many of our Pick 'n Save stores have pharmacies, in-store banks and
   full-service deli, meat and bakery departments.

   Copps.  The majority of our Copps stores are operated as combination food
   and drug stores, with the remainder operated as traditional supermarkets. We
   believe that our Copps stores have developed a reputation within their
   markets for providing a high level of customer service and quality
   perishables. Additionally, our Copps stores operate under a promotion-driven
   pricing strategy through weekly advertising circulars, which is complemented
   by Copps' successful loyalty card program.

   Our Wholesale Operations.  From our eight strategically located wholesale
distribution centers located in Wisconsin (3), Indiana (2), Ohio (2) and
Illinois (1), we supply over 30,000 products to approximately 800

                                      50



licensee and independent retail locations. Our customer base includes
company-owned stores, licensed Pick 'n Save locations and single and
multi-location independent retailers. We are a full-service distributor with a
broad product line that includes dry grocery, frozen food, fresh produce, meat,
dairy products, bakery goods and non-food products offered under both national
brands and private labels, including our own Roundy's and Old Time labels. Our
eight wholesale distribution centers aggregate approximately 3.7 million square
feet, approximately 79% of which we own. Based upon 2001 annual net sales, we
are the eighth largest food wholesaler in the United States and a leading food
wholesaler in the Midwest. We believe that our annual wholesale net sales
volume provides us with economies of scale and substantial purchasing power.

Our Strengths

   Strong Regional Franchise with a Long History.  We first entered the
wholesale distribution business in 1872, and Copps began its wholesale
operations in 1892. The first Copps retail store was opened in 1946 and the
first Pick 'n Save store was introduced in 1975. Over the course of our
130-year operating history, we believe that we have developed strong ties with
the communities in which we operate, as reflected in a recent survey that found
that Milwaukee metropolitan area shoppers believed that Pick 'n Save maintains
superior community involvement. As a result of our long operating history, our
commitment to high quality service and our strong community ties, we believe
that we have developed strong customer loyalty and brand name recognition
across our Roundy's, Pick 'n Save and Copps banners.

   Leading Market Positions.  We believe we have developed a valuable and
strategically located store base, strong brand name recognition across both of
our major store banners and private labels, customer loyalty and a reputation
as a quality and service leader. A recent survey of customer perceptions we
commissioned indicated that Pick 'n Save stores outperformed their metropolitan
Milwaukee peers with respect to overall variety, level of in-store service,
total value for the money and overall rating as the place to shop for
groceries. The Pick 'n Save banner maintains the number one market position in
Milwaukee with an estimated 40% market share in the metropolitan area, which
has a population of approximately 1.5 million. Additionally, through our Pick
'n Save and Copps banners, we maintain the number one market position in
several other large Wisconsin markets, including Madison, Appleton and Racine.

   Prime Locations with a Modern Store Base.  The majority of our stores are
situated in high traffic areas throughout Milwaukee and other urban and
suburban markets. We believe that this gives us a strong position with respect
to new competitive entrants as our store base would be difficult to replicate.
In addition, we believe that maintaining a modern store base is critically
important and a key component of our focus on customer service. Approximately
79% of our stores have been newly built or remodeled within the past five
years. Going forward, we expect to complete either a major or minor remodeling
of each of our stores every five to seven years to maintain our stores' modern
appearance and our competitive position within our markets.

   Significant Captive Revenue Stream.  We believe that we have established a
significant captive wholesale revenue stream. Approximately 69% of our
wholesale net sales in 2001 was derived from sales to (i) our company-owned
stores; (ii) our licensed Pick 'n Save locations; and (iii) independent
customers under long-term supply contracts. We believe that we have created
strong economic incentives for both our licensed customers and other customers
under supply contracts to maintain their relationship with us and maximize
their purchases from us. Our license and supply agreements typically contain
some or all of the following provisions:

  .  license of the Pick 'n Save banner;

  .  sublease of the real property and associated building;

  .  long term (current remaining average life of over five years);

  .  minimum purchase amounts;

  .  the supply of private labels that we control, including the Roundy's and
     Old Time labels;

                                      51



  .  our right of first refusal to purchase licensed Pick 'n Save locations; and

  .  other value-added services provided by us.

   Long-Standing and Diverse Customer Relationships.  Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and have been conducting business with us for
an average of 22 years. We attribute our long-standing customer relationships
to our high quality distribution system, high levels of customer service
levels, competitive prices and strong private label program. Additionally, we
have a diverse customer base of approximately 800 retail locations, with our
largest independent licensee or wholesale customer accounting for approximately
five percent of our wholesale operations' net sales in 2001.

   Experienced Management Team with Strong Track Record.  Robert A. Mariano,
our Chairman, Chief Executive Officer and President, and Darren W. Karst, our
Executive Vice President and Chief Financial Officer, both have a significant
amount of experience in the grocery business. Messrs. Mariano and Karst are the
former Chief Executive Officer and Chief Financial Officer, respectively, of
Dominick's Supermarkets, Inc. While at Dominick's, Messrs. Mariano and Karst
were successful in implementing numerous operational initiatives that improved
the financial performance of Dominick's. Such initiatives included a
substantial new store development and existing store renovation program,
improved labor productivity, increased private label penetration and a
migration of the sales mix to higher margin perishable products. In June 2002
Messrs. Mariano and Karst joined our knowledgeable and experienced senior
management team, which has an average of 11 years of experience with us and 19
years within the industry. Messrs. Mariano and Karst and other members of
Roundy's senior management beneficially own approximately 10% of our fully
diluted equity.

Our Strategy

   Pursue Operational Enhancements.  We believe we have the opportunity to
enhance revenue growth and improve margins through the implementation of
selected operational enhancements. Specifically, we believe that we can
continue our recent trend of improving profit margins by:

  .  shifting our product mix towards higher margin perishable and specialty
     products;

  .  centralizing purchasing functions to further improve economic terms from
     our supplier base; and

  .  increasing sales derived from our higher margin private label programs.

   Additionally, as we pursue our growth strategy for our retail operations,
our consolidated margins are expected to benefit as our sales mix shifts
increasingly to our higher margin retail operations. We also believe there are
opportunities for us to reduce our operating expenses through a continued focus
on labor productivity, as well as the pursuit of further wholesale distribution
network efficiencies.

   Expand our Store Base.  We intend to maintain and build upon our market
leadership positions in our primary markets by selectively expanding our store
base in and around our primary market of Wisconsin. We believe we can leverage
our widely recognized Pick 'n Save banner and market leadership positions to
strategically open new stores and fill in our geographic footprint. We believe
that Wisconsin, which has a population of approximately 5.4 million, has
numerous new store fill-in opportunities due to population growth and our
desire to expand our presence in selected underserved markets.

   Pursue Strategic Acquisition Opportunities.  We will continue to evaluate
and selectively pursue strategic acquisitions that complement our existing
retail operations in and around our primary market of Wisconsin. During the
past several years, we have focused our acquisition activities on (i) the
consolidation of the Pick 'n Save banner via the acquisition of licensees and
(ii) the purchase of larger chains with strong market positions within our
primary market of Wisconsin. We believe that the acquisition of licensed Pick
'n Save operators are strategically attractive, complementary transactions with
minimal integration risk, as evidenced by our

                                      52



acquisition and successful integration of 24 licensed Pick 'n Save locations in
2000. Additionally, we believe that the purchase of other retail operators in
and around Wisconsin would provide us with substantial economic benefits given
our familiarity with the market and by leveraging additional sales through our
existing wholesale distribution network and infrastructure.

Retail Operations

   We operate our company-owned retail grocery stores primarily under the Pick
'n Save and Copps banners. Over the past three years, our focus on expanding
our retail operations has led us to make selective acquisitions to increase our
store base in our markets. As a result, we have increased the number of
company-owned stores from 23 stores at the end of 1999 to our current store
base of 59 as of September 28, 2002.



                                              As of Fiscal Year
                                                  Ended,            As of
                                              ----------------- September 28,
                                              1999  2000  2001      2002
                                              ----  ----  ----  -------------
                                                    
     Pick 'n Save format stores..............  14    37    35        34
     Copps format stores.....................   9     6    26        25
                                               --    --    --        --
        Total company-owned stores...........  23    43    61        59
                                               ==    ==    ==        ==


   As of September 28, 2002, 51 of our stores were located in Wisconsin, with
an additional four in Michigan, two in Ohio and one each in Illinois and
Indiana. Our stores range in size from 25,900 to 131,000 square feet and
average approximately 61,000 square feet. In 2001, our stores generated average
weekly net sales of $496,000, which compares favorably to an estimated average
of $325,000 for the 50 largest supermarket operators in the United States.
Also, in 2001 our stores generated average annual sales per selling square foot
of $495, which compares favorably to an estimated average of $468 for the top
50 supermarket operators in the United States.

   We have focused on leveraging our strong brand names, high level of customer
service, high quality perishables and strategically located stores, to increase
market share. The Pick 'n Save banner maintains the number one market position
in the Milwaukee metropolitan area with an estimated 40% market share.
Additionally, through our Pick 'n Save and Copps banners, we also maintain the
number one market positions in several of Wisconsin's other large markets,
including Madison, Appleton and Racine.

   Pick 'n Save.  Our 34 Pick 'n Save format stores operate principally in
Wisconsin (31) and are operated as high volume, EDLP retail grocery stores that
seek to provide customers with the lowest tape total in their respective
market. In our markets, this low price strategy is uniquely complemented by a
broad assortment of high quality perishables and our focus on providing the
same levels of customer service and variety found in traditional supermarkets.
For example, 16 of our Pick 'n Save stores have pharmacies that are leased and
operated by Aurora Healthcare, 25 have in-store banks that are leased and
operated by third party financial institutions, and all have full-service deli,
meat and bakery departments.

   The combination of our 34 company-owned Pick 'n Save stores in Wisconsin and
the 55 licensed Pick 'n Save stores, of which 52 are located in Wisconsin,
makes Pick 'n Save the largest supermarket chain operating under a single
banner in Wisconsin both in terms of number of stores and annual sales.

   Our Pick 'n Save format stores are generally large, modern and situated in
high traffic areas. These stores follow a merchandising strategy in which we
provide high quality perishables while maintaining everyday low prices. A
typical store features a large center section of grocery products, general
merchandise and health and beauty care products, with warehouse-style racking.
Through our "Wall of Values," we feature products offered at exceptional
values. The center section is typically bordered by specialty departments such
as dairy, produce, meat and seafood, bakery, deli, floral and liquor. All of
our Pick 'n Save format stores operate under a USDA Choice meat program, which
is augmented by a premium Black Angus program in the meat service counter. Our

                                      53



USDA choice meat program guarantees that the meat purchased by our customers
has been graded by United States Department of Agriculture graders to be of
"choice" quality. The quality grades awarded by the USDA are as follows: prime,
choice, select, standard, commercial, cutter and canner. Our Black Angus
program is our premium meat program and guarantees not only that the beef is of
choice quality but also that it meets certain other quality standards,
including that it comes from Angus cattle only, has a minimum of 51% black coat
and has modest or higher marbeling. Our Pick 'n Save format stores also carry
approximately 2,250 private label products under both our Roundy's and Old Time
labels. During the first nine months of 2002, private labels in our Pick 'n
Save stores accounted for approximately 9.1 % of our net sales.

   In 1989, our Pick 'n Save stores introduced the Advantage Plus Loyalty Card
program. Since that time, we have issued approximately 1.2 million Advantage
Plus Cards, and purchases utilizing these cards currently account for
approximately 80% of all Pick 'n Save supermarket sales. In addition to making
this card available to customers of our company-owned and licensed stores, it
is also available to customers of our independent retailers.

   Copps.  Our 25 Copps format stores operate in Wisconsin (21 stores operate
under the Copps banner) and in Michigan (four stores operate under the Orchard
Foods banner). The majority of our Copps stores operate as combination food and
drug stores, with the remainder operating as traditional supermarkets. We
believe that our Copps stores have developed a reputation within their
respective markets for providing a high level of customer service and high
quality perishables. In addition, our Copps stores operate under a
promotion-driven pricing strategy through weekly advertising circulars. This
strategy is complemented by a successful loyalty card program that has issued
approximately 550,000 cards since its introduction in 1997.

   A typical Copps store consists of a center section featuring dry grocery
products (including frozen foods), general merchandise and health and beauty
care products. This center section is bordered by specialty departments that
are carefully managed with respect to product presentation, size, decor and
appearance. The peripheral areas typically include produce (with a nearby
natural foods section), meat and seafood, bakery, deli, dairy, liquor and video
departments. Like our Pick 'n Save stores, our Copps stores operate under a
USDA Choice meat program, which is augmented by a premium Black Angus program
in the meat service counter.

   Our Copps stores seek to be service leaders in their given markets with a
broad range of high quality products. In addition, we attempt to differentiate
our Copps stores from their competitors by providing an extensive range of
services and an upscale ambience. For example, 12 of our Copps stores have
full-service pharmacies operated by Aurora Healthcare, six stores in Wisconsin
have adjacent fuel centers and most stores have ATM machines and/or in-store
banks.

   Other Retail Formats.  In addition to the 59 retail grocery stores we
operate, we also own and operate eight fuel centers in Wisconsin that are
adjacent to our stores. These fuel centers operate primarily under the banner
"Qwik Stop," and generated annual net sales of approximately $13.7 million for
the year ended December 29, 2001.

Wholesale Operations

   Our wholesale operations sell and distribute a broad range of food and
non-food products to (i) our company-owned retail stores; (ii) licensed Pick 'n
Save locations; and (iii) independent food retailers located principally in
Wisconsin and elsewhere in the Midwest.

   Customers Served.  Our wholesale segment distributes to (i) 59 company-owned
stores; (ii) 55 licensed Pick 'n Save stores; and (iii) approximately 700
independent retail locations. We are the primary supplier for all of our
company-owned stores and licensed Pick 'n Save stores and we believe that the
majority of our independent

                                      54



retailers also use us as their primary supplier. The following chart
illustrates the percentage of our wholesale net sales sold to each of our
customer groups:



                                        Fiscal Year Ended,  Nine Months Ended
                                       -------------------    September 28,
             Customer Type              1999   2000   2001        2002
             -------------             -----  -----  -----  -----------------
                                                
   Company-owned stores...............   8.3%  22.0%  29.5%        32.0%
   Licensed Pick 'n Save stores.......  37.6   22.6   22.8         22.7
   Independent retailers..............  54.1   55.4   47.7         45.3
                                       -----  -----  -----        -----
      Total........................... 100.0% 100.0% 100.0%       100.0%
                                       =====  =====  =====        =====


   We believe we have a balanced customer base that ranges from small
convenience store operators to large, modern superstores. The majority of our
customers are independent, conventional food retailers operating one or more
stores. As of September 28, 2002, approximately 140 of our customers operated
more than one retail food store, with the largest independent customer
operating 39 retail food stores. However, on an aggregate dollar basis, the
majority of our net sales are derived from sales to our company-owned stores
and to licensed Pick 'n Save stores. We believe that this diversification of
our wholesale customer base provides us with a wholesale revenue stream that is
not dependent upon any single customer or group of customers. In addition, we
believe we have been successful at building long-term relationships with our
broad base of customers. In 2001, our largest independent customer accounted
for approximately five percent of our wholesale net sales. Our 25 largest
wholesale customers, excluding company-owned stores, accounted for
approximately 41% of our wholesale net sales in 2001 and they have been
customers of ours for an average of approximately 22 years.

   We have long-term license and supply contracts in place with 196 of the
retail locations that we serve, which corresponds to approximately $1.1
billion, or 39% of our total wholesale net sales for 2001. These license and
supply contracts contain numerous provisions that serve to strengthen our
customer relationships, including, in many cases, (i) license of the Pick 'n
Save banner; (ii) sublease of the real property and associated buildings; (iii)
long term (current remaining average duration of over five years); (iv) minimum
purchase amounts; (v) the supply of private labels that we control, including
the Roundy's and Old Time labels; (vi) our right of first refusal to purchase
licensed Pick 'n Save locations; and (vii) other value-added services provided
by us. As a result of the license and supply agreements that we have in place
with our customers, we believe that we have created strong economic incentives
for both our licensed customers and our other independent customers under
supply contracts to maintain their relationship with us and to maximize their
purchases from us.

   Licensees.  In addition to our company-owned stores, we also license the
Pick 'n Save brand name to 55 independent retail stores located primarily in
Wisconsin. Under the terms of each licensing agreement, we allow the licensees
to use the Pick 'n Save banner free of charge in exchange for entering into
supply agreements in which the licensees agree to purchase a majority of their
product requirements from us.

   Products.  We offer customers over 30,000 products across seven different
product categories, including dry grocery, frozen food, fresh produce, meat,
dairy products, bakery goods and non-food products. We sell most nationally
advertised brands as well as numerous products under our private and controlled
labels.

   Private Labels.  Our private and controlled labels include Roundy's, Old
Time, Shurfine, IGA and Buyers' Choice. We developed the Roundy's brand private
label in the late 1800s, and today, the label consists of over 2,000 items. We
attempt to position these items as being of equal or better value than the
comparable branded product, but offered at a lower price. We also own the Old
Time brand which consists of approximately 250 items and is positioned as a
value alternative to the Roundy's brand. Roundy's and Old Time are the primary
private labels in both the Pick 'n Save format stores and substantially all of
our independent retail customers' stores. IGA is the primary private label in
our Copps format stores.

   Procurement.  We believe that we have developed economies of scale and
substantial purchasing power with respect to our suppliers through our annual
wholesale net sales volume of approximately $3.0 billion. We

                                      55



believe that our ability to procure products at the best available prices
provides us with a competitive advantage by allowing us to sell our merchandise
to customers at competitive prices.

   We conduct product procurement at both the corporate and divisional levels
depending on the type of product. Branded products are typically procured at
the divisional level, based on local market demand/preferences. Certain
products such as milk, bread, spices, ice cream and certain meats, as well as
private label products, are purchased centrally at the corporate level. We
believe that further centralization of the procurement functions at the
corporate level will enable us to obtain more favorable economic terms from our
suppliers.

   We purchase products from numerous vendors, with no vendor representing more
than approximately 9% of total purchases in 2001.

   Distribution Network.  We conduct our wholesale operations through eight
distribution centers aggregating approximately 3.7 million square feet,
approximately 79% of which we own. Our distribution centers are located in
Wisconsin (3), Indiana (2), Ohio (2) and Illinois (1). On average, our
distribution centers serve a geographic radius of approximately 250 miles and
our average customers are within 124 miles of the primary distribution center
serving them. Our distribution network is supported by a modern fleet of 253
tractors, 770 trailers and 9 delivery trucks. The average age of our tractors
and trailers is four years and seven years, respectively.

   Value-Added Services.  In an effort to both help our customers compete more
effectively and to enhance and solidify our relationships with our customers,
we offer certain value-added services to Pick 'n Save licensees and our
independent customers. These services include market analysis, business
development, accounting and inventory control and retail training. We provide
the vast majority of these services to our customers at no additional fee. In
2001 we recognized approximately $600,000 in revenue related to providing these
services. Some of these services are provided by regional retail counselors and
merchandising specialists we employ. Their responsibilities include (i)
analyzing and recommending store facilities and equipment; (ii) developing
programs and objectives for establishing efficient methods and procedures for
receipt, handling, processing, checkout and other operations; (iii) informing
customers about the latest industry trends; and (iv) assisting and dealing with
customers' training needs.

   Capital Investment in Customers.  As part of the value-added services we
offer to retailers, we occasionally lease equipment to retailers and provide
capital to qualified customers through secured loans, becoming primarily or
secondarily obligated under store leases. In making credit and investment
decisions, we consider many factors, including estimated return on capital and
assumed risks and benefits (including our ability to secure long-term supply
contracts with these customers).

  .  Secured Loans and Lease Guarantees.  We selectively make loans to
     customers for store expansions or improvements. We have a corporate
     finance committee that carefully analyzes each loan application according
     to strict written standards. These loans are typically secured by
     inventory and store fixtures, have personal guarantees, bear interest at
     rates above the prime rate and are for terms of five to seven years. As of
     September 28, 2002, we had $8.1 million of outstanding secured loans to
     Pick 'n Save licensees and independent customers. In addition, we
     occasionally guarantee loans and lease obligations for certain of our
     customers. At September 28, 2002 the total amount of outstanding loan and
     lease guarantees was $1.1 million.

  .  Store and Equipment Leases.  On an individual basis, we occasionally
     sublease store sites and equipment to qualified customers, generally at a
     premium to our cost of the primary lease. This enables these customers to
     be more economically competitive with larger grocery store chains and
     allows them to bid on store sites at favorable rates. In exchange, we
     receive tangible benefits from these activities as we require customers to
     direct a majority of their purchasing activities to our wholesale
     operations during the term of the sublease, and we gain a right of first
     refusal on the store in the event it is sold. In fiscal 1999,

                                      56



     2000 and 2001, we received aggregate sublease rentals of $23.3 million,
     $23.3 million and $21.8 million, respectively, from a diverse group of
     licensed Pick 'n Save licensees and independent customers.

Competition

   The grocery industry, including the wholesale food distribution business, is
a competitive market. In order to compete effectively, we must have the ability
to meet fluctuating competitive market prices, provide a wide range of
perishable and nonperishable products, make prompt and efficient delivery and
provide the related services which are required by modern supermarket
operations.

   We compete with a number of local and regional grocery wholesalers and with
a number of major businesses, which market their products directly to
retailers, including companies having greater financial resources than us. Our
wholesale customers and our company-owned stores also compete at the retail
level with several chain store organizations, which also have integrated
wholesale and retail operations. Our competitors range from small local
businesses to large national businesses. Our success is in large part dependent
upon the ability of our company-owned retail stores and wholesale customers to
compete with larger grocery store chains.

   In competing for customers, emphasis is placed on high quality and a wide
assortment of products, low service fees and reliability of scheduled
deliveries. We believe that the range and quality of other business services
provided to retail store customers by the wholesaler are increasingly important
factors, and that success in the wholesale food industry is dependent upon the
success of our customers who are also engaged in a competitive, low profit
margin industry.

Facilities

   Our principal executive offices are located in Pewaukee, Wisconsin, on a
seven-acre site which we own.

   Our wholesale activities are conducted by us from the following warehouses:



                         Approximate
                           Square    Type of
Location                   Footage   Interest           Products Distributed
- --------                 ----------- --------   -------------------------------------
                                       
Wauwatosa, Wisconsin       745,000      Owned   All product lines, except non-food
                           310,000    Leased(1) products
Mazomanie, Wisconsin       225,000     Leased   Dry groceries and non-food products
Stevens Point, Wisconsin   446,000      Owned   All product lines, except non-food
                                                products
Westville, Indiana         683,000      Owned   All product lines, except non-food
                                                products
Lima, Ohio                 515,000      Owned   All product lines, except produce and
                           118,000    Leased(2) non-food products
Eldorado, Illinois         384,000      Owned   Dry grocery products
Evansville, Indiana        136,000      Owned   Frozen food, meat and dairy products
Van Wert, Ohio             122,000    Leased(3) Non-food products

- --------
(1)Leases ending September 30, 2003 and December 31, 2003. We may extend these
   leases, at our option, for two one-year periods.
(2)Lease ending December 31, 2003. We may extend this lease, at our option, for
   three one-year periods.
(3)Lease ending September 11, 2003.

   We also own a 215,000 square foot warehouse in Muskegon, Michigan, which we
ceased using during 2002. In addition to the above, as of September 28, 2002,
we operated 59 retail grocery stores, ranging from 25,900 to 131,000 square
feet. These facilities are primarily occupied by us under leases with primary
terms ending from 2003 to 2020. Of these stores, only one has a lease that
expires prior to January 1, 2004.

                                      57



   We believe our current properties are well maintained and, in general, are
adequately sized to house existing operations. All of our owned properties are
subject to liens under our senior credit facility.

Employees and Labor

   As of September 28, 2002, we had 12,549 employees, including 7,085 full-time
employees and 5,464 part-time employees. The following table illustrates the
approximate allocation of our employees by functional area as of September 28,
2002:



                                                               No. of   % of
 Area                                                         Employees Total
 ----                                                         --------- -----
                                                                  
 Executive, administrative & clerical........................   1,439    11.5%
 Warehouse, processing & drivers.............................   1,550    12.4
 Retail operations...........................................   4,096    32.6
 Part-time employees in all areas............................   5,464    43.5
                                                               ------   -----
    Total....................................................  12,549   100.0%
                                                               ======   =====


   Approximately 26% of our employees are covered by 21 collective bargaining
agreements (typically having 3 to 5 year terms) negotiated with several
different local unions. In addition, approximately 950 of our employees are
currently working under the terms of union contracts which expired in 2002. We
are currently in the process of renegotiating these expired agreements. During
2003, contracts covering approximately 38% of our unionized workforce, will
expire. We do not anticipate any difficulty in renegotiating these contracts.
We believe that our relationships with our employees are good.

Management Information Systems

   We maintain state-of-the-art management information systems in order to
realize greater operating efficiencies and customer service and minimize our
cost of operations. We believe that the installation of buying, inventory
tracking and receiving systems has resulted in significant cost savings.

   We operate a centralized financial reporting system that automatically pulls
general ledger, accounts payable, fixed assets and payroll data from each of
our nine divisions. We have also installed an accounts payable, purchasing and
receiving system in our divisions that quickly reconciles these accounts and
eliminates duplicative paper work.

   We have installed state-of-the-art inventory tracking systems in each of our
divisions. Through the use of bar codes, we can monitor and control the flow of
inventory in our warehouses from delivery to dispatch. While in the warehouse,
the system can identify both the location and quantity of inventory and can
formulate the most efficient route for the product to be pulled to fill a
customer order. As a result of the implementation of these systems, we have
reduced warehouse shrinkage, inventory spoilage and delivery scratch rates,
which has helped to increase overall profitability.

Trade Names, Service Marks and Trademarks

   We use a variety of trade names, service marks and trademarks. We own the
Pick 'n Save name and license it to retailers operating 55 stores. These
licensees pay no licensing fees and substantially all have executed a license
and supply agreement which requires them to purchase the majority of their
products from us. We also have trademarks, registered or otherwise, including
Roundy's, Pick 'n Save, Copps, Old Time and Buyers' Choice, which we use in the
ordinary course of business.

                                      58



Governmental Regulation

   We are subject to regulation by a variety of governmental agencies,
including, but not limited to the U.S. Food and Drug Administration, the U.S.
Department of Agriculture and state and local health departments and other
agencies.

   As a result of the Transactions we are required to transfer certain permits
and licenses related to our business. Among the licenses which we are required
to transfer are licenses relating to the sale of alcoholic beverages in our
stores. We have obtained appropriate consents and approvals for the transfer of
substantially all of our liquor and other licenses.

Environmental Regulation

   We are subject to increasingly stringent federal, state and local laws,
regulations and ordinances that (i) govern activities or operations that may
have adverse environmental effects, such as discharges to air and water, as
well as handling and disposal practices for solid and hazardous wastes and (ii)
impose liability for the costs of cleaning up, and certain damages resulting
from, sites of past spills, disposals or other releases of hazardous materials.
These laws include the Federal Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, and analogous state laws. We may be
responsible for remediation of environmental conditions and may be subject to
associated liabilities (including liabilities resulting from lawsuits brought
by private litigants) relating to our facilities and the land on which our
facilities are situated, regardless of whether we lease or own the facilities
or land in question and regardless of whether such environmental conditions
were created by us or by a prior owner or tenant. Although we typically conduct
a limited environmental review prior to acquiring or leasing new facilities or
undeveloped land, there can be no assurance that known or unknown environmental
conditions relating to prior, existing or future facility sites or our
activities or the activities of our predecessor in interest will not have a
material adverse effect on us. It is difficult to predict future environmental
costs as the costs of environmental compliance vary significantly depending on
the extent, source and location of the contamination, geological and
hydrological conditions, available reimbursement by state agencies, the
enforcement policies of regulatory agencies and other factors.

Legal Proceedings

   We are a party to various litigation, claims and disputes, some of which are
for substantial amounts, arising in the ordinary course of our business. While
the ultimate effect of such actions cannot be predicted with certainty, we
expect that the outcome of these matters will not result in a material adverse
effect on our business, financial condition or results of operations.

   We are involved in litigation with a former officer and employee of Roundy's
stemming from the termination of such employee's employment in 2001. We do not
believe the claims in this suit have any merit, and we have vigorously
contested them and will continue to do so. The same individual has also
threatened to bring other legal actions against us and/or our officers. Our
Board of Directors has evaluated these claims, and on the basis of that
evaluation has concluded that there is no factual basis to support them. If
such litigation is commenced, we intend to defend it vigorously. While we do
not believe that this pending or threatened litigation will result in any
material liability on our part, there can be no assurance to that effect.

                                      59



                                  MANAGEMENT

Directors and Executive Officers

   The executive officers and directors of Roundy's are as follows:



Name                      Age            Position(s) held with Roundy's
- ----                      --- ----------------------------------------------------
                        
Robert A. Mariano........ 52  Chairman of the Board, Chief Executive Officer and
                              President; Director
Darren W. Karst.......... 43  Executive Vice President and Chief Financial Officer
Gary L. Fryda............ 50  Group Vice President, Retail Operations, Customer
                              Satisfaction
Donald S. Rosanova....... 53  Group Vice President, Supply Chain
Michael J. Schmitt....... 54  Group Vice President, Wholesale Development and
                              Real Estate
Colleen J. Stenholt...... 52  Group Vice President, Human Resources
Londell J. Behm.......... 51  Vice President, Advertising
Randy T. Benz............ 41  Vice President and Controller
Larry C. Goddard......... 48  Vice President, Management Information Systems
Edward G. Kitz........... 49  Vice President, Secretary and Treasurer
Michael J. Santimauro.... 56  Vice President, Loss Prevention and Security
Jeffery D. Beyer......... 35  Director
L. Dick Buell............ 52  Director
Ralph W. Drayer.......... 58  Director
Avy H. Stein............. 48  Director
John R. Willis........... 53  Director


   Robert A. Mariano has been the Chairman of the Board, Chief Executive
Officer, President and a director of RAC and Roundy's since June 2002. Mr.
Mariano was self-employed as a consultant from November 1998 through June 2002.
Prior to this, Mr. Mariano served as the President and a Director of Dominick's
Supermarkets, Inc. from March 1995 and Chief Executive Officer from January
1996 until Dominick's sale to Safeway Inc. in 1998. Mr. Mariano also served as
Chief Operating Officer of Dominick's from March 1995 until January 1996. Mr.
Mariano joined Dominick's in 1972.

   Darren W. Karst has been the Executive Vice President and Chief Financial
Officer of RAC and Roundy's since June 2002. From 2000 until May 2002, Mr.
Karst served as Executive Vice President and Chief Financial Officer of
Alliance Entertainment Corp., a distributor of music and video products. Mr.
Karst served as Executive Vice President, Finance and Administration of
Dominick's from March 1996, and Senior Vice President, Chief Financial Officer,
Secretary and a Director from March 1995 until its sale in 1998. From 1991 to
2002, Mr. Karst was a partner at The Yucaipa Companies, a private equity
investment firm.

   Gary L. Fryda has served as Group Vice President, Retail Operations and
Customer Satisfaction since October, 2002. From 2000 to October 2002, Mr. Fryda
served as Vice President of Corporate Retail. From 1987 to 2000, Mr. Fryda
served as the President and Chief Executive Officer of Mega Marts, Inc., which
was acquired by Roundy's in March 2000. From 1986 to 1987, Mr. Fryda worked for
Cardinal Foods, a grocery wholesale and retail company, initially as Vice
President and Chief Operating Officer of Cardinal's retail division and later
as President of the retail division. From 1977 to 1986, Mr. Fryda served in
managerial roles with Roundy's, including Executive Vice President and Chief
Operating Officer of Pick 'n Save stores and Vice President of Pick 'n Save
stores.

   Donald S. Rosanova has served as Group Vice President of Supply Chain since
October 2002. Prior to this position, Mr. Rosanova was Vice President of
Operations from 1999 to 2002 with Edward Don & Company, a provider of food
service supplies and equipment. Prior to that, Mr. Rosanova served as Group
Vice President of

                                      60



Operations at Dominick's from 1994 to November 1998 and held various management
positions within Dominick's from 1971 to 1994.

   Michael J. Schmitt has served as Group Vice President Wholesale Development
and Real Estate since October 2002. From 1994 to October 2002, Mr. Schmitt
served as Vice President of Sales and Development. Prior to this position, Mr.
Schmitt was the Vice President, North Central Region from 1992 to 1994 and
General Manager, Milwaukee Division from 1990 to 1991. Mr. Schmitt joined
Roundy's in 1977.

   Colleen J. Stenholt has served as Group Vice President of Human Resources
since October 2002. Prior to this position, Ms. Stenholt was Senior Vice
President of Human Resources from 1996 to 2002 with Metavante, Inc. a
subsidiary of M&I Corporation, a technology solutions company. From 1983 to
1996 she served in various human resource management roles with Northwestern
Mutual and GE Medical Systems.

   Londell J. Behm has served as Vice President of Advertising since 1988. Mr.
Behm joined Roundy's in 1982 as the Advertising Manager and served as the
Corporate Director of Advertising in 1987. Prior to joining Roundy's in 1982,
Mr. Behm was the Advertising Manager at United Foods, a food wholesale
distribution company, from 1972 to 1982.

   Randy T. Benz has served as Vice President and Controller of Roundy's, Inc.
since October 2002 and served as Corporate Controller and Financial Director
from 1996 to October 2002. Mr. Benz served as our Director of Financial
Planning and Reporting from 1989 to 1996. Prior to joining Roundy's, Mr. Benz
was with Deloitte and Touche LLP.

   Larry C. Goddard has served as Vice President of Management Information
Systems since 2001 and served as Director of Technical Support and Operations
from 1998 to 2001. Mr. Goddard was the Vice President of Sales at Allen Systems
Group, a software development and marketing company, from 1996 to 1997. Mr.
Goddard elected to spend the intervening period with his family. Prior to that
time, Mr. Goddard held various positions with Canada Trust from 1980 to 1996,
most recently as an Assistant Vice President of MIS.

   Edward G. Kitz has served as Vice President, Secretary and Treasurer of
Roundy's since 1995. Mr. Kitz joined Roundy's in 1980 as the Corporate
Controller and was promoted to Vice President in 1985. In 1989, Mr. Kitz
assumed the additional responsibilities of Treasurer. Prior to joining
Roundy's, Mr. Kitz was with Deloitte & Touche LLP.

   Michael J. Santimauro has served as Vice President, Loss Prevention and
Security since October 2002. Mr. Santimauro served as a Director of Forensic
Services for KPMG, LLP from April 1998 to October 2002. Mr. Santimauro served
as a Special Agent for the Federal Bureau of Investigation from 1971 to 1998
and served as the Special Agent in charge of Wisconsin from 1994 to 1998.

   Jeffery D. Beyer has been a director of Roundy's since October 2002. Mr.
Beyer is a Principal at Willis Stein & Partners and is responsible for
structuring acquisitions, coordinating due diligence, negotiating debt
financings, working with portfolio company management teams on an ongoing basis
and arranging for the disposition of investments. Prior to joining Willis Stein
in May 2002, Mr. Beyer was a management consultant at the Boston Consulting
Group. Prior to joining Boston Consulting Group, Mr. Beyer attended Stanford
University's Graduate School of Business from September 1996 to June 1998,
where he received an M.B.A. degree. Mr. Beyer served as Vice President in the
mergers and acquisitions group of Bear Stearns from July 1989 to August 1996.
Mr. Beyer holds a B.A. degree in economics from the University of Chicago.

   L. Dick Buell has been a director of Roundy's since August 2002. Mr. Buell
is Chief Executive Officer of WS Brands, Inc., an entity formed by Willis Stein
& Partners for the purpose of acquiring a business in the food or consumer
products industry. Prior to joining WS Brands in December 2001, Mr. Buell
served as President and Chief Operating Officer of Foodbrands America, Inc., a
maker of branded and private-label processed perishable foods for
delicatessens, food-service distributors, restaurant chains and retail and
wholesale clients, from March

                                      61



2000 to November 2001. From 1989 to 2000, Mr. Buell held senior management
positions at Griffith Laboratories, a developer and manufacturer of value-added
flavor and texture systems for food and food products, including serving as
President and Chief Executive Officer from 1993 to 2000. From 1983 to 1989, Mr.
Buell was a Vice President at Kraft Food Company. From 1979 to 1983, Mr. Buell
was a consultant for McKinsey & Company. Prior to joining McKinsey, Mr. Buell
spent seven years with Babcock & Wilcox.

   Ralph W. Drayer has been a director of Roundy's since October 2002. Mr.
Drayer is Founder and Chairman of Supply Chain Insights, LLC, a supply chain
strategy consultancy. Prior to founding Supply Chain Insights, LLC in 2001, Mr.
Drayer was with Procter and Gamble for 32 years from 1962 to 2001. Mr. Drayer
held a number of distribution, logistics, customer service and customer
business development positions with Procter and Gamble, both domestically and
internationally most recently as Vice President--Efficient Customer
Response--Worldwide.

   Avy H. Stein has been a director of RAC and Roundy's since June 6, 2002. Mr.
Stein is a Managing Director of Willis Stein & Partners L.P. Prior to the
formation of Willis Stein in 1994, Mr. Stein served as a Managing Director of
CIVC Partners from 1989 to 1994. From 1984 to 1985, Mr. Stein was President of
Cook Energy Corporation and Vice President of Corporate Planning and Legal
Affairs at Cook International, Inc. From 1980 through 1983, Mr. Stein was an
attorney with Kirkland & Ellis. Mr. Stein has also served as a special
consultant for mergers and acquisitions to the Chief Executive Officer of NL
Industries, Inc. and as the Chief Executive Officer of Regent Corporation. He
currently serves as a Director of several companies, including Ziff Davis
Media, Inc., Racing Champions Corporation, Tremont Corporation and other Willis
Stein portfolio companies.

   John R. Willis has been the Vice President and Secretary and a director of
RAC and a director of Roundy's since October, 2002. Mr Willis is a Managing
Director of Willis Stein Partners L.P. Prior to the formation of Willis Stein
in 1994, Mr. Willis served as President and a director of CIVC Partners from
1989 to 1994. In 1988, he founded the Continental Mezzanine Investment Group
and was its manager through 1990. Mr. Willis currently serves as a director of
several companies, including Aurum Technology, Inc., Aavid Thermal
Technologies, Inc., PersonalPath Systems, Inc., National Veterinary Associates,
Inc. and Ziff Davis Media Inc.

Executive Agreements

   Robert Mariano.  In connection with the Transactions, we entered into an
Executive Agreement with Mr. Mariano, which governs the terms of Mr. Mariano's
employment with us.

   In his Executive Agreement, Mr. Mariano agreed to serve as our Chairman of
the Board, Chief Executive Officer and President until he resigns or until we
terminate his employment. While employed by us, Mr. Mariano will receive an
annual base salary of $600,000, subject to increase by our Board of Directors.
Mr. Mariano is also eligible for a bonus of up to 100% of his base salary based
upon the achievement of certain financial goals. In addition, he is entitled to
customary benefits for which senior executives of Roundy's are generally
eligible.

   Mr. Mariano's employment will continue until his death or incapacity,
termination by us, with or without cause, or his resignation for any reason.
His Executive Agreement provides for an initial term of employment of five
years. If Mr. Mariano's employment is terminated by us prior to that time
without cause, or if he resigns with good reason (each as defined in the
Executive Agreement), he will be entitled to one year of his base salary and
employee benefits through the first anniversary of his termination.

   Mr. Mariano's Executive Agreement also contains customary noncompetition
provisions.

   Mr. Mariano's Executive Agreement also provides for the purchase by him of
shares of RAC common stock in exchange for a promissory note. The RAC common
stock he purchased under the Executive Agreement is subject to time vesting
provisions, which will vest ratably over a five year period. Mr. Mariano also
purchased

                                      62



additional shares of RAC common and preferred stock for cash at a price per
share of $29,100 per share of preferred stock and $100 per share of common
stock.

   Darren W. Karst.  Mr. Karst entered into an Executive Agreement on
substantially similar terms to those contained in Mr. Mariano's Executive
Agreement, except that his base salary is $450,000.

   Gary L. Fryda.  Roundy's has an employment agreement with Gary L. Fryda,
which expires on April 1, 2005. The agreement requires Mr. Fryda to perform
certain services for Roundy's as Vice President of Corporate Retail and
provides Mr. Fryda with an annual salary of $332,500 for the term of the
agreement. Mr. Fryda is also entitled to participate in certain employee
benefit programs, which we make generally available to our executives from time
to time. During the employment period and for a period of two years after
termination of employment (under certain circumstances), Mr. Fryda agrees not
to compete with Roundy's based on certain terms described in the agreement.

Historical Compensation

   The following table shows the compensation for the past three years of our
Chief Executive Officer and our next four most highly compensated executive
officers performing policy-making functions for Roundy's, including the Chief
Executive Officer, together with our former Chief Executive Officer (the six
individuals named in the table below are collectively referred to as the "named
executive officers"):



                                              Annual                Long-Term
                                           Compensation            Compensation
                                         ----------------- ----------------------------
                                          Salary   Bonus   Restricted Stock    LTIP        All Other
   Name and Principal Position      Year (1), (2)   (3)       Awards (4)    Payouts (4) Compensation (5)
   ---------------------------      ---- -------- -------- ---------------- ----------- ----------------
                                                                      
Robert A. Mariano (6).............. 2002 $339,230       --           --            --       $  6,862
  Chairman, President and           2001       --       --           --            --             --
  Chief Executive Officer           2000       --       --           --            --             --
Gary L. Fryda (7).................. 2002  332,500       --           --            --         10,449
  Group Vice President of Retail    2001
   Operations                             332,500       --           --            --          6,440
  and Customer Satisfaction         2000  249,375       --           --            --          3,202
Darren W. Karst (6)................ 2002  254,423       --           --            --          5,048
  Executive Vice President and      2001       --       --           --            --             --
  Chief Financial Officer           2000       --       --           --            --             --
Michael J. Schmitt................. 2002  217,616 $ 32,780           --      $ 54,124         12,903
  Group Vice President - Wholesale  2001  200,000   75,250     $ 54,124            --         12,476
  Development and Real Estate       2000  190,000   66,500           --            --         11,768
Edward G. Kitz..................... 2002  161,000   69,585           --        40,678          9,181
  Vice-President, Secretary and     2001  150,000   56,438       40,678            --          8,310
  Treasurer                         2000  142,000   49,700           --            --          8,002
Gerald F. Lestina (8).............. 2002  282,692   81,950           --       135,139        266,794
  Former President and Chief        2001  500,000  188,125      135,139            --         26,026
  Executive Officer                 2000  475,000  166,250           --            --         21,522

- --------
(1)Includes amounts (if any) deferred pursuant to Roundy 's Deferred
   Compensation Plan.
(2)Pursuant to applicable SEC regulations, perquisites and other personal
   benefits are omitted because they did not exceed the lesser of either
   $50,000 or 10% of the total of salary and bonus.
(3)The amounts shown in the Bonus column of the table reflect bonuses earned by
   the named individuals for the first five months of 2002 (until the
   consummation of the Transactions on June 6, 2002). Omitted from the Bonus
   column are bonuses earned by Messrs. Mariano, Fryda, Karst, Schmitt and Kitz
   for the remainder of 2002, payable in 2003, because the payment of such
   amounts will not be determined until our fiscal 2002 audit is completed.
   However, we expect that the amounts payable to these individuals, for the
   last seven months of 2002, will be as follows: Mr. Mariano--$339,230; Mr.
   Fryda--$80,316; Mr. Karst--$254,423; Mr. Schmitt--$53,508; and Mr.
   Kitz--$31,765.
(4)"Restricted Stock Awards" for 2001 for Messrs. Schmitt, Kitz and Lestina are
   dollar value of Awards under the Roundy's, Inc. 2001 Incentive Compensation
   Plan. "LTIP Payouts" for 2002 are the payouts of such Awards in connection
   with the Transactions.

                                      63



(5)"All Other Compensation" includes the following:



                                     Life      Roundy's
                                   Insurance Contributions   Deferred
                                    Benefit       to       Compensation
                Name          Year    (a)     401(k)Plans    Plan (b)
                ----          ---- --------- ------------- ------------
                                               
        Robert A. Mariano.... 2002 $  6,862         --            --
        Gary L. Fryda........ 2002    4,390     $5,500       $   559
                              2001      976      5,250           214
                              2000    1,092      2,110            --
        Darren W. Karst...... 2002    4,069        979            --
        Michael J. Schmitt... 2002    3,220      5,500         4,183
                              2001    3,099      5,250         4,127
                              2000    3,501      5,100         3,167
        Edward G. Kitz....... 2002    2,878      4,230         2,073
                              2001    2,641      3,900         1,769
                              2000    2,851      3,960         1,191
        Gerald F. Lestina (c) 2002  139,249      5,500        17,045
                              2001    7,802      5,250        12,974
                              2000    8,395      4,500         8,627

   -----
    (a)Life Insurance Benefit consists of premiums on term life insurance and
       the cash surrender value of a policy assigned to Mr. Lestina in
       connection with the Transactions.
    (b)Estimated above-market portion of interest accrued on amounts deferred
       under the Roundy 's Deferred Compensation Plan. See "Deferred
       Compensation Plan" below.
    (c)In addition, for Mr. Lestina, All Other Compensation includes $105,000
       paid to Mr. Lestina during 2002 under his consulting agreement (see
       "Certain Relationships and Related Transactions--Consulting Agreement").
(6)Messrs. Mariano and Karst were employed by Roundy's beginning June 6, 2002.
(7)Mr. Fryda's employment by Roundy's began April 1, 2000.
(8)Mr. Lestina resigned in connection with the Transactions.

Life Insurance

   Each of the executive officers of Roundy's are covered by $250,000 of
executive equity life insurance. In addition, executives are covered by a group
life carve-out plan in the amount of three times salary, which is in lieu of
the group term life insurance provided to substantially all nonunion employees
under a Roundy's-sponsored plan. In addition, the executive officers of
Roundy's are covered by an executive disability income insurance wrap-around
plan which is in addition to the disability income insurance provided to
substantially all nonunion employees under a Roundy's-sponsored plan.

Change in Control

   Roundy's has deferred compensation agreements with certain executive
officers, including Messrs. Kitz and Schmitt. These agreements provide
generally that Roundy's will pay to the employee a deferred compensation
amount, if at any time within three years after the occurrence of a change in
control the employee's employment is terminated by Roundy's, other than for
good cause, or upon the employee's voluntary termination of employment for
"good reason." If the termination date occurs within two years after the date
on which a change in control occurs, the deferred compensation amount will be
equal to their "monthly benefit amount" times 24. If the termination date
occurs more than two years, but not more than three years, after the date on
which a change in control occurs, the deferred compensation amount will be
equal to the monthly benefit amount times 24 minus the number of calendar
months between the date two years after the date on which a change of control
occurs and the termination date. The monthly benefit amount is equal to  1/12
of the employee's annual base salary. If the

                                      64



employee becomes entitled to the payment of a deferred compensation amount, we
will continue to provide to the employee those health and life insurance
benefits to which the employee was entitled as of the termination date for a
similar period. The Transactions constituted a change in control under these
agreements. Under the terms of the share exchange agreement, the Transactions
constitute "good reason."

Deferred Compensation Plan

   Roundy's maintains a deferred compensation plan, applicable to officers who
have been elected by the Board of Directors to assist those officers in
deferring income until their retirement, death or other termination of
employment. The plan participants may make deferral commitments that are not
less than $10,000 over a period of not more than seven years and not less than
$2,000 in any one year. The aggregate annual deferral may not exceed $100,000
per calendar year for all participants combined unless the Board of Directors
approves an amount in excess of that limit. For 2002, the Board of Directors
approved an annual deferral of $301,000. Monthly interest is credited to each
participant's account based on the Moody's Long Term Bond Rate in effect on
January 1 of each year plus 2%. Upon death of a participant prior to
termination of employment and before any periodic payments have started,
Roundy's will pay to the participant's designated beneficiary a pre-retirement
death benefit equal to five times the total aggregate deferral commitment of
the participant payable in equal annual installments over a 10 year period.
Roundy's has purchased life insurance policies on the lives of the participants
to fund its liabilities under the plan. We established a trust to hold assets
to be used to pay benefits under the deferred compensation plan, however, the
rights of any particular beneficiary or estate to benefits under the deferred
compensation plan are solely those of an unsecured creditor of Roundy's.

Board of Directors Compensation

   Although a formal Board compensation policy has not yet been adopted, it is
expected that Directors who are employees or principals of Roundy's or Willis
Stein & Partners will receive no fees for serving as directors, and that other
Directors (Messrs. Buell and Drayer) will receive $30,000 per year, prorated on
an annual basis.

Option/SAR Exercises

   The following table provides information on the named executive officers'
option and SAR exercises in 2002 and the value of unexercised options at
December 28, 2002.



                                             Number of Unexercised   Value ($) of Unexercised
                     Shares                       (A) Options               (A) Options
                   Acquired on                     (B) SARs                  (B) SARs
                    Exercise                 at December 28, 2002      at December 28, 2002
                   (A) Options  Value ($)  ------------------------- -------------------------
       Name         (B) SARs    Realized   Exercisable Unexercisable Exercisable Unexercisable
       ----        ----------   ---------- ----------- ------------- ----------- -------------
                                                            
Robert A. Mariano. (A)       --         --     --           --           --           --
                   (B)       --         --     --           --           --           --
Gary L. Fryda..... (A)       --         --     --           --           --           --
                   (B)       --         --     --           --           --           --
Darren W. Karst... (A)       --         --     --           --           --           --
                   (B)       --         --     --           --           --           --
Michael J. Schmitt (A)    3,500 $1,565,500     --           --           --           --
                   (B)    1,500    679,600     --           --           --           --
Edward G. Kitz.... (A)    1,500    679,600     --           --           --           --
                   (B)    2,500  1,116,400     --           --           --           --
Gerald F. Lestina. (A)   21,500  9,368,500     --           --           --           --
                   (B)       --         --     --           --           --           --


Retirement Plan

   Benefits under the Roundy's retirement plan are, in general, an amount equal
to 50% of average compensation minus 50% of the participant's primary Social
Security benefit; provided, however, that if the

                                      65



employee has fewer than 25 years of credited service, the monthly amount so
determined is multiplied by a fraction, the numerator of which is the years of
credited service and the denominator of which is 25. In addition, if credited
service is greater than 25 years, the benefit is increased by one percent of
average compensation for each year of credited service in excess of 25 years to
a maximum of 10 additional years.

   The following table shows the estimated annual pensions (before deduction of
the Social Security offset described above) that persons in specified
categories would have received if they had retired on December 28, 2002, at the
age of 65:



      Average Annual
       Compensation
     During Last Five  Annual Pension After Specified Years of Credited Service
    Completed Calendar -----------------------------------------------------
          Years        10 Years    15 years 20 Years 25 Years 30 Years 35 Years
    ------------------ --------    -------- -------- -------- -------- --------
                                                     
        $100,000       $20,000     $30,000  $40,000  $ 50,000 $ 55,000 $ 60,000
         125,000        25,000      37,500   50,000    62,500   68,800   75,000
         150,000        30,000      45,000   60,000    75,000   82,500   90,000
         175,000        34,000      51,100   68,100    85,100   93,600  102,100
         200,000        34,400      51,600   68,800    86,000   94,600  103,200
         225,000        34,400      51,600   68,800    86,000   94,600  103,200
         250,000        34,400      51,600   68,800    86,000   94,600  103,200
         300,000        34,800      54,200   73,500    92,800  103,600  114,100
         400,000        35,300      57,300   79,200   101,100  114,400  127,300
         450,000        35,300      57,300   79,200   101,100  114,400  127,300
         500,000        35,300      57,300   79,200   101,100  114,400  127,300


   All of the named executive officers are covered by the Roundy's retirement
plan. Their average annual compensation would be the combined amount listed
under salary and bonus shown in the Summary Compensation Table. The estimated
credited years of service for each of the named executive officers is as
follows: Mr. Mariano--1 year; Mr. Fryda--13 years; Mr. Karst--1 year; Mr.
Schmitt--25 years; Mr. Kitz--22 years; and Mr. Lestina--33 years.

Supplemental Plan

   Mr. Lestina participates in the Roundy's, Inc. Supplemental Employee
Retirement Plan, which is designed to supplement the retirement benefits which
are payable through the Roundy's, Inc. Retirement Plan, so that the effects of
the limitation on compensation under the Retirement Plan due to Section
401(a)(17) of the Internal Revenue Code are eliminated. The benefit under the
Supplemental Plan is equal to the difference between (i) 50% of the
participant's final average annual earnings for the last five years and (ii)
the value of the participant's benefits under the Retirement Plan, payable in
the form of a 15 year term certain annuity. A survivor benefit is payable to
the participant's beneficiary. We established a trust to hold assets to be used
to pay benefits under the Supplemental Plan, however, the rights of any
participant, beneficiary or estate to benefit under the Supplemental Plan are
solely those of an unsecured creditor of Roundy's. Roundy's has purchased life
insurance policies on the lives of the participants to fund its liabilities
under the Supplemental Plan.

Compensation Committee Interlocks and Insider Participation

   Prior to our June 6, 2002 acquisition by RAC, the members of Roundy's
Compensation Committee were George E. Prescott, Henry Karbiner, Jr., Gary R.
Sarner and Gerald F. Lestina. The only employee-member was Mr. Lestina
(President and Chief Executive Officer), however, he was a non-voting member.
George E. Prescott is associated with Prescott Supermarkets, Inc., which made
total merchandise purchases of $119.7 million from us in 2002 and which, prior
to its acquisition by us, subleased land and buildings from us for an aggregate
annual rental of approximately $2.3 million. We made payments in fiscal 2002
aggregating $3.7 million for handling, order selecting and storage of frozen
food, meat and ice cream to Total Logistics Control, LLC, of which Mr. Sarner
is Chairman.

                                      66



   We do not currently have a compensation committee. The compensation
arrangements for Messrs. Mariano and Karst were, and in the future the
compensation arrangements for our other executive officers will be, established
pursuant to arms-length negotiations between representatives of the equity
sponsor and each executive officer.

                                      67



                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equity Arrangements


   In connection with the Transactions, Willis Stein, Messrs. Mariano and Karst
and certain other investors purchased shares of common stock and preferred
stock of RAC. Subsequent to the Transactions, certain directors and executive
officers, including Messrs. Buell, Drayer, Fryda, Kitz and Schmitt, purchased
shares of RAC common stock.

   The holders of common stock are entitled to receive dividends out of legally
available funds, payable when, as and if declared by RAC's board of directors
and are entitled to one vote per share held.

   The holders of preferred stock are entitled to receive cumulative dividends,
accruing on a daily basis at the rate of 12% per annum, out of legally
available funds, payable when, as and if declared by the Board of Directors.
Dividends compound to the extent not paid on any quarterly dividend payment
date. The holders of preferred stock also participate with the holders of
common stock with respect to any other yields or distributions.

   In the event of any liquidation, dissolution or winding up of RAC, the
holders of preferred stock will be entitled to receive, in preference to the
holders of common stock, an amount payable in cash equal to the original
purchase price for the preferred stock plus declared and unpaid dividends.
Thereafter, holders of the common stock and the preferred stock will share the
remaining net assets of RAC.

   RAC must redeem the preferred stock on September 30, 2012.

   In addition, in connection with a change in control transaction or a sale of
all or substantially all of RAC's assets on a consolidated basis upon the
request of the majority of the holders of the preferred stock, the holders of
preferred stock will be entitled to receive an amount payable in cash equal to
the original purchase price for the preferred stock plus declared and unpaid
dividends.

   Prior to an initial public offering, upon the request of the holders of a
majority of the preferred stock, the preferred stock will either be redeemed
for cash or converted into shares of common stock.

   The holders of preferred stock are entitled to one vote per share held.

Severance Agreements

   Roundy's has a severance agreement with Gerald F. Lestina our former
President and Chief Executive Officer. This agreement continues in effect until
October 10, 2007. Upon Roundy's termination of Mr. Lestina's employment (other
than for "good cause" as defined in the agreement), or Mr. Lestina's
termination of his employment (for "good reason" as defined in the agreement),
Roundy's will pay Mr. Lestina a "severance benefit" over a period of two years
following the termination date, without interest, provided that if such
termination occurs within a three year period following a "change in control,"
as defined in the agreement, then the entire amount of the "severance benefit"
shall be paid in a lump sum within 30 days after the termination date.

   The Transactions are a change in control under the terms of Mr. Lestina's
agreement and, upon consummation of the Transactions, Mr. Lestina resigned and
collected the severance benefit. The severance benefit means the sum of the
following multiplied by two: (i) Mr. Lestina's annual base salary in effect as
of the termination date; plus (ii) the amount of any bonus paid or payable to
Mr. Lestina for the preceding fiscal year. Roundy's will continue to provide to
Mr. Lestina those health and life insurance benefits to which he was entitled
as of the termination date, for a period of two years. In addition, pursuant to
the terms of his severance agreement, Roundy's will provide coverage for Mr.
Lestina and his spouse under the employee health, medical and life insurance
plans maintained by Roundy's for its executive personnel, until, in addition to
other parameters, the deaths of Mr. Lestina and his spouse.

                                      68



Non-Competition Agreements

   In connection with the Transactions, Roundy's entered into a Confidentiality
and Noncompete Agreement with Mr. Lestina. Pursuant to this agreement Mr.
Lestina agreed not to disclose or use at any time Roundy's Confidential
Information (as such term is defined therein) of which he becomes aware, except
(i) to the extent that such disclosure or use is authorized by Roundy's or (ii)
as is directly required by the performance of his duties. He further agreed
that any intellectual property generated, authored or contributed to by him as
part of any activities taken on Roundy's behalf would become Roundy's exclusive
property. In addition, pursuant to this agreement, Mr. Lestina agreed, for the
next three years, not to: (i) participate in any business located in the States
of Illinois, Indiana, Michigan, Minnesota, Ohio or Wisconsin which engages or
which proposes to engage in the business of the wholesale distribution and
retail of food, groceries, general merchandise and other goods and services
related to the wholesale or retail sale or distribution of food or groceries;
(ii) induce or attempt to induce any Roundy's employees to leave our
employment; (iii) hire anyone who was an employee of Roundy's during this
three-year period; or (iv) induce or attempt to induce any of Roundy's
customers, suppliers, or other business relations to cease doing business with
us.

Consulting Agreement

   On July 1, 2002, Roundy's entered into a Consulting Agreement with Gerald F.
Lestina pursuant to which Mr. Lestina, acting as an independent contractor,
will provide consulting services to Roundy's and its management at Roundy's
Pewaukee area offices and facilities. In addition to providing his consulting
services, Mr. Lestina will cooperate with Roundy's and render his assistance in
any claim, demand, action or suit or proceeding pertaining to Roundy's, unless
Mr. Lestina shall be an adverse party in such matter. The term of this
agreement (the "Consulting Period") will be 24 months unless terminated earlier
by agreement of the parties, by Mr. Lestina's death or permanent disability, or
by Roundy's for cause. Mr. Lestina will receive $17,500 per month in
compensation for his services and will be entitled to reimbursement of the
reasonable out-of-pocket expenses he incurs in the course of performing his
duties during the Consulting Period. Under the terms of this agreement Mr.
Lestina has agreed not to disclose or use at any time Roundy's Confidential
Information (as such term is defined therein) of which he becomes aware, except
(i) to the extent that such disclosure or use is authorized by Roundy's or (ii)
as is directly required by the performance of his duties. He has further agreed
that any intellectual property generated, authored or contributed to by him as
part of any activities taken on Roundy's behalf would become Roundy's exclusive
property.

                                      69



Merchandise Purchases and Other Transactions

   Certain of the persons affiliated with Roundy's prior to the Transactions
own and/or operate retail food stores which purchase merchandise from us. We
also engage in certain other transactions with such retail food stores and
other affiliates of such persons. All of such merchandise purchases are made
from Roundy's, and all such other transactions are engaged in, in the ordinary
course of business and on the same basis and conditions as merchandise
purchases and other similar transactions between Roundy's and its other
stockholders that are customers. The following table and the notes thereto set
forth certain information about such transactions:



                                                                Merchandise Purchases
                                                        --------------------------------------
                                                            2002         2001         2000
                                                        ------------ ------------ ------------
                                                                         
Robert E. Bartels (1).................................. $167,624,400 $151,353,800 $123,097,200
Charles R. Bonson (2)..................................   20,103,000   18,760,000   17,915,700
Victor C. Burnstad (3).................................   18,960,600   20,100,100   21,607,500
Robert S. Gold (4).....................................   60,784,000   70,667,800   67,118,600
Gary N. Gundlach (5)...................................   77,617,800   73,412,500   67,522,500
Patrick D. McAdams/McAdams, Inc. (6)...................  110,139,100  105,049,300  100,200,400
David J. Spiegelhoff (7)...............................   51,808,100   50,066,000   49,668,700
George E. Prescott/Prescott Supermarkets, Inc. (8).....  117,585,200  113,446,000  103,785,400
Woodman's Food Markets, Inc............................   55,166,000   55,872,000   56,380,600
Gary R. Sarner (9).....................................          n/a          n/a          n/a

- --------
(1)Through Martin's Super Markets, Inc.
(2)Through Bonson's of Waupaca, LLC; Bonson's of Waupaca, LLC is currently
   subleasing land and buildings from Roundy's for five years for an annual
   rental of approximately $137,400. The aggregate annual rental for the years
   ended December 29, 2001 and December 30, 2000 under this sublease was
   approximately $137,400 for each year. In June 1998, Bonson's Foods, Inc.
   issued promissory notes to Roundy's, Inc. in the amount of $500,000. The
   amounts outstanding as of December 28, 2002, December 29, 2001 and December
   30, 2000 were approximately $277,800, $333,300 and $389,000,
   respectively.       .
(3)Through Burnstad Bros., Inc.; Burnstad Bros., Inc. subleased land and a
   building from Roundy's for a period of approximately two years ending in
   2002, for an annual rental of approximately $44,000.
(4)Prior to the Gold's Acquisition and during the years ended December 29, 2001
   and December 30, 2000, through B. & H. Gold Corporation, Gold's Market,
   Inc., Golds, Inc. and Gold's of Mequon LLC, B. & H. Gold Corporation, Gold's
   Market, Inc., Golds, Inc. and Gold's of Mequon LLC subleased land and
   buildings from Roundy's at four store sites, for an aggregate annual rental
   of approximately $1,917,600.
(5)Through retail grocery stores owned by Mr. Gundlach as sole proprietor and
   Maple Grove Supermarkets, LLC; Mr. Gundlach and Maple Grove Supermarkets,
   LLC are currently subleasing land and buildings from Roundy's for periods of
   six to 17 years at five store sites, for an aggregate annual rental of
   approximately $1,481,700. The aggregate annual rental for the years ended
   December 29, 2001 and December 30, 2000 under these subleases was
   approximately $1,481,700 for each year.
(6)Through McAdams, Inc.; McAdams, Inc. is currently subleasing land and
   buildings from Roundy's for periods of seven and eight years at two store
   sites, for an aggregate rental of approximately $554,800. The aggregate
   annual rental for the years ended December 29, 2001 and December 30, 2000
   under these subleases was approximately $554,800 for each year.
(7)Through Spiegelhoff's Super Food Market, Inc.; Spiegelhoff's Super Food
   Market, Inc. is currently subleasing land and buildings from Roundy's for
   periods of four to 18 years at four store sites for an aggregate rental of
   approximately $1,403,800 and at one additional store site, on a
   month-to-month basis for an aggregate rental of approximately $225,700.
   During the years ended December 29, 2001 and December 30, 2000,
   Spiegelhoff's Super Food Market, Inc. subleased land and buildings from
   Roundy's at five store sites for an aggregate annual rental of approximately
   $1,629,500.
(8)Through Prescott Supermarkets, Inc.; Prescott Supermarkets, Inc. subleased
   land and buildings from Roundy's at five store sites during 2002, for an
   aggregate rental of approximately $1,782,600. During the years ended
   December 29, 2001 and December 30, 2000, Prescott Supermarkets, Inc.
   subleased land and buildings from Roundy's at six store sites for an
   aggregate annual rental of approximately $2,293,700.
(9)Roundy's made payments in fiscal 2002, 2001 and 2000 aggregating $3,705,000,
   $3,549,000 and $2,119,000, respectively, for handling, order selecting and
   storage of frozen food, meat and ice cream to Total Logistics Control, LLC
   of which Mr. Sarner is Chairman.

                                      70



                            PRINCIPAL STOCKHOLDERS

   Roundy's, Inc. is a wholly-owned subsidiary of RAC. RAC was capitalized in
the Transactions with approximately $314.5 million of equity capital in the
form of common and preferred stock. The Willis Stein Funds and associated
investors own approximately 90% of RAC's equity. The address for the Willis
Stein Funds is One North Wacker Drive, Suite 4800, Chicago, Illinois 60606. Mr.
Mariano owns approximately 4% of RAC's common stock, as well as preferred stock
with an aggregate liquidation value of approximately $1 million. Mr. Karst owns
approximately 2% of RAC's common stock, as well as preferred stock with an
aggregate liquidation value of approximately $400,000. Other members of
Roundy's senior management will own approximately 4% of RAC's common stock. The
address for Messrs. Mariano and Karst and other senior management is c/o
Roundy's, Inc., 23000 Roundy Drive, Pewaukee, Wisconsin 53702. For more
information, see "Management--Executive Agreements" and "Certain Relationships
and Related Transactions--Equity Arrangements."

                     DESCRIPTION OF SENIOR CREDIT FACILITY

   In connection with the Transactions described herein, the issuer entered
into a senior credit facility with Bear Stearns Corporate Lending Inc., as
Administrative Agent, Bear, Stearns & Co. Inc., as Sole Lead Arranger and Sole
Book-Running Manager, Canadian Imperial Bank of Commerce, as Syndication Agent,
and a syndicate of financial institutions and institutional lenders. Set forth
below is a summary of the material terms of the senior credit facility.

   The senior credit facility provides for aggregate borrowings by us of up to
$375.0 million. The senior credit facility provides for:

  .  a five-year revolving credit facility of up to $125.0 million in revolving
     credit loans, $20.0 million of which will be available for letters of
     credit, and

  .  a seven-year term loan facility of $250.0 million in term loans.

   We borrowed $250.0 million under the term loan facility to provide a portion
of the proceeds required to consummate the Transactions. The revolving credit
facility will also be used for working capital and general corporate needs,
including permitted acquisitions.

Collateral and Guarantees

   The loans and other obligations under the senior credit facility are
guaranteed by RAC and each of Roundy's direct and indirect present and future
domestic subsidiaries.

   Our obligations under the senior credit facility and the guarantees are
secured by:

  .  a perfected first priority security interest in substantially all of our
     present and future tangible and intangible assets, subject to certain
     customary exceptions, and

  .  a pledge of (i) all of our capital stock and that of any of our direct and
     indirect domestic subsidiaries and (ii) 65% of the capital stock of our
     first-tier foreign subsidiaries.

Interest and Fees

   Our borrowings under the senior credit facility are subject to periodic
interest payments and bear interest at a rate which, at our option, can be
either:

  .  a base rate generally defined as the sum of (i) the higher of (x) the rate
     of interest publicly announced by the Canadian Imperial Bank of Commerce
     as its prime rate in effect at its principal office in New York City, and
     (y) the federal funds effective rate from time to time plus 0.5% and (ii)
     an applicable margin, or

                                      71



  .  a LIBOR rate generally defined as the sum of (i) the rate at which
     eurodollar deposits for one, two, three or six months or, with the consent
     of the lenders under the applicable credit facility, nine or 12 months (as
     selected by us) are offered in the interbank eurodollar market and (ii) an
     applicable margin.

   The initial applicable margin for the base rate and eurodollar rate
revolving loans is 2.00% and 3.00%, respectively, and the applicable margin for
the base rate and eurodollar term loans is 1.50% and 2.50%, respectively.
Commencing on the date of delivery of our financial statements occurring after
the completion of two full quarters following the closing of the acquisition,
the applicable margin for the base rate and eurodollar rate revolving loans and
the commitment fee will be subject to adjustment based on our leverage ratio,
so long as no default or event of default has occurred and is continuing.

   We are required to pay a commitment fee, calculated per annum, on the
difference between committed amounts and amounts actually utilized under the
revolving credit facility, which will be (a) 0.75% at any time when 50% or less
of the revolving credit facility is utilized or (b) 0.50%, at any other time.

Repayments; Prepayments

   The term loan is repayable in 28 consecutive quarterly installments the
first 24 of which will each be in the amount of $625,000 and the last four of
which will each be in the amount of $58,750,000.

   Voluntary prepayments of principal outstanding under the term and revolving
loans are permitted at any time without premium or penalty, upon the giving of
proper notice. In addition, we are required to prepay amounts outstanding under
the senior credit facility in an amount equal to:

  .  100% of the net proceeds of any sale or issuance of equity by Roundy's or
     any of its subsidiaries, subject to certain exceptions;

  .  100% of the net proceeds from any incurrence of additional indebtedness by
     Roundy's or any of its subsidiaries, subject to certain exceptions;

  .  100% of the net cash proceeds from any sale or other disposition by
     Roundy's or any of its subsidiaries of any assets, subject to certain
     reinvestment provisions and excluding sales from inventory in the ordinary
     course and certain other dispositions; and

  .  75% (if our leverage ratio is equal to or greater than 3.0:1.0), 50% (if
     our leverage ratio is less than 3.0:1.0 and equal to or greater than
     2.0:1.0) or 0% (if our leverage ratio is less than 2.0:1.0) of excess cash
     flow for each fiscal year.

Certain Covenants

   The senior credit facility requires us to meet certain financial tests,
including without limitation, a minimum fixed charge coverage ratio and maximum
total and senior leverage ratios. In addition, the senior credit facility
contains certain covenants which, among other things, limit the incurrence of
additional indebtedness, investments, dividends, transactions with affiliates,
asset sales, capital expenditures, mergers and consolidations, prepayments of
other indebtedness, liens and other matters customarily restricted in such
agreements.

Events of Default

   The senior credit facility contains customary events of default, including,
without limitation, payment defaults, material inaccuracy of representations
and warranties, covenant defaults, cross-defaults to certain other material
agreements, indebtedness in excess of specified amounts, certain events of
bankruptcy and insolvency, certain ERISA events, judgment defaults in excess of
specified amounts, failure of any guaranty or security document supporting the
senior credit facility to be in full force and effect and change in control.

                                      72



                             DESCRIPTION OF NOTES

   You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions." In this description, the word "Roundy's"
refers only to Roundy's, Inc. and not to any of its subsidiaries.

   Roundy's issued the notes under an indenture dated June 6, 2002 among
itself, the Guarantors and BNY Midwest Trust Company, as trustee, in a private
transaction that was not subject to the registration requirements of the
Securities Act. The terms of the notes included those stated in the indenture
and those made part of the indenture by reference to the Trust Indenture Act of
1939, as amended. The notes offered hereby are additional notes issued under
the indenture described above. On June 6, 2002, Roundy's issued and sold $225.0
million of 8 7/8% Senior Subordinated Notes due 2012 ("the Existing Notes").
The notes offered hereby will be pari passu with, of the same series as, and
vote on any matter submitted to bondholders with, the Existing Notes. The notes
offered hereby will initially be subject to the transfer restrictions described
below under "Notice To Investors," and will not initially trade as a single
class of notes with the Existing Notes. After their exchange, if any, for
publicly registered exchange notes as described below under "Description of
Notes--Registration Rights; Liquidated Damages," the notes will be identical
to, and will trade as a single class of notes with, the Existing Notes.

   Any notes that remain outstanding after completion of the exchange offer,
together with the Exchange Notes issued in the exchange offer, will be treated
as a single class of securities under the Indenture.

   The following description is a summary of the material provisions of the
indenture and the registration rights agreement. It does not restate those
agreements in their entirety. We urge you to read the indenture and the
registration rights agreement because they, and not this description, define
your rights as holders of the notes. Copies of the indenture and the
registration rights agreement are available as set forth below under
"--Additional Information." Unless otherwise required by the context,
references in this description to the notes include the notes issued to the
initial purchases in a private transaction that was not subject to the
registration requirements of the Securities Act and the Exchange Notes which
have been registered under the Securities Act. Certain defined terms used in
this description but not defined below under "--Certain Definitions" have the
meanings assigned to them in the indenture. For purposes of this description,
unless the context indicates otherwise, the term "notes" means the notes
offered hereby as well as the Existing Notes currently outstanding.

   The registered Holder of a note will be treated as the owner of it for all
purposes. Only registered Holders will have rights under the indenture and the
registration rights agreement.

Brief Description of the Notes and the Guarantees

  The Notes

   The notes:

  .  are general unsecured obligations of Roundy's;

  .  are subordinated in right of payment to all existing and future Senior
     Debt of Roundy's;

  .  are pari passu in right of payment with $225.0 million in aggregate
     principal amount of Existing Notes and any future senior subordinated
     Indebtedness of Roundy's; and

  .  are unconditionally guaranteed on a joint and several basis by the
     Guarantors.

  The Guarantees

   The notes are guaranteed on a joint and several basis by all of Roundy's
Domestic Subsidiaries.

   Each guarantee of the notes:

  .  is a general unsecured obligation of the Guarantor;

  .  is subordinated in right of payment to all existing and future Senior Debt
     of that Guarantor; and

  .  is pari passu in right of payment with that Guarantor's guarantee of
     $225.0 million in aggregate principal amount of Existing Notes and any
     future senior subordinated Indebtedness of that Guarantor.

                                      72



   As of September 28, 2002, Roundy's and the Guarantors had total Senior Debt
of approximately $263.9 million. As indicated above and as discussed in detail
below under the caption "--Subordination," payments on the notes and under
these guarantees will be subordinated to the payment of Senior Debt. The
indenture permits us and the Guarantors to incur additional Senior Debt.

   Not all of our subsidiaries will guarantee the notes. In the event of a
bankruptcy, liquidation or reorganization of any of these non-guarantor
subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt
and their trade creditors before they will be able to distribute any of their
assets to us. The guarantor subsidiaries generated 100.0% of our consolidated
revenues in the 12-month period ended September 28, 2002 and held 99.9% of our
consolidated assets as of September 28, 2002.

   As of the date of the issuance of this prospectus, all of our subsidiaries
will be "Restricted Subsidiaries." However, under the circumstances described
below under the subheading "--Certain Covenants--Designation of Restricted and
Unrestricted Subsidiaries," we are permitted to designate certain of our
subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will
not be subject to many of the restrictive covenants in the indenture. Our
Unrestricted Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

   Roundy's will issue notes in an aggregate principal amount of $75.0 million
in this offering. The indenture provides for the issuance by Roundy's of an
unlimited principal amount of notes, and Roundy's issued $225.0 million in
aggregate principal amount of Existing Notes on June 6, 2002. Roundy's may
issue additional notes from time to time after this offering. The offering of
the notes, and any subsequent offering of additional notes, are subject to the
covenant described below under the caption "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock." The Existing Notes, the notes
and any additional notes subsequently issued under the indenture will be
treated as a single class for all purposes under the indenture, including,
without limitation, waivers, amendments, redemptions and offers to purchase.
Roundy's will issue notes in denominations of $1,000 and integral multiples of
$1,000. The notes will mature on June 15, 2012.

   Interest on the notes will accrue at the rate of 8 7/8% per annum and will
be payable semi-annually in arrears on June 15 and December 15, commencing on
June 15, 2003. Roundy's will make each interest payment to the Holders of
record on the immediately preceding June 1 and December 1.

   Interest on the notes will accrue from December 15, 2002 or, if interest is
paid after December 15, 2002, from the date it was most recently paid. Accrued
interest, if any, must be paid by the purchaser if the notes are delivered
after December 15, 2002. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

   If a Holder has given wire transfer instructions to Roundy's, Roundy's will
pay all principal, interest and premium and Liquidated Damages, if any, on that
Holder's notes in accordance with those instructions. All other payments on
notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless Roundy's elects to make interest
payments by check mailed to the Holders at their address set forth in the
register of Holders.

Paying Agent and Registrar for the Notes

   The trustee will initially act as paying agent and registrar. Roundy's may
change the paying agent or registrar without prior notice to the Holders of the
notes, and Roundy's or any of its Subsidiaries may act as paying agent or
registrar.

                                      73



Transfer and Exchange

   A Holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents in connection with a
transfer of notes. Holders will be required to pay all taxes due on transfer.
Roundy's is not required to transfer or exchange any note selected for
redemption. Also, Roundy's is not required to transfer or exchange any note for
a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

   The notes will be guaranteed jointly and severally by each of Roundy's
current and future Domestic Subsidiaries. Each Subsidiary Guarantee will be
subordinated to the prior payment in full of all Senior Debt of that Guarantor.
The obligations of each Guarantor under its Subsidiary Guarantee will be
limited as necessary to prevent that Subsidiary Guarantee from constituting a
fraudulent conveyance under applicable law. See "Risk Factors--Federal and
State statutes allow courts, under specific circumstances, to void guarantees
and require note holders to return payments received from guarantors."

   A Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than Roundy's or
another Guarantor, unless:

      (1) immediately after giving effect to that transaction, no Default or
   Event of Default exists; and

      (2) either:

          (a) the Person acquiring the property in any such sale or disposition
       or the Person formed by or surviving any such consolidation or merger
       assumes all the obligations of that Guarantor under the indenture, its
       Subsidiary Guarantee and the registration rights agreement pursuant to a
       supplemental indenture reasonably satisfactory to the trustee; or

          (b) the Net Proceeds of such sale or other disposition are applied in
       accordance with the applicable provisions of the indenture.

   The Subsidiary Guarantee of a Guarantor will be released:

      (1) in connection with any sale or other disposition of all or
   substantially all of the assets of that Guarantor (including by way of
   merger or consolidation) to a Person that is not (either before or after
   giving effect to such transaction) a Subsidiary of Roundy's, if the sale or
   other disposition complies with the "Asset Sale" provisions of the indenture;

      (2) in connection with any sale of all of the Capital Stock of a
   Guarantor to a Person that is not (either before or after giving effect to
   such transaction) a Subsidiary of Roundy's, if the sale complies with the
   "Asset Sale" provisions of the indenture; or

      (3) if Roundy's designates any Restricted Subsidiary that is a Guarantor
   as an Unrestricted Subsidiary in accordance with the applicable provisions
   of the indenture.

See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

   The payment of principal, interest and premium and Liquidated Damages, if
any, on the notes will be subordinated to the prior payment in full in cash of
all Senior Debt of Roundy's, including Senior Debt incurred after the date of
the indenture.

   The payment of principal, interest and premium and Liquidated Damages, if
any, on the Subsidiary Guarantees will be subordinated to the prior payment in
full in cash of all Senior Debt of the Guarantors, including Senior Debt
incurred after the date of the indenture.

                                      74



   The holders of Senior Debt will be entitled to receive payment in full in
cash of all Obligations due in respect of Senior Debt (including interest after
the commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt) before the Holders of notes will be entitled to receive
any payment with respect to the notes (except that Holders of notes may receive
and retain Permitted Junior Securities and payments made from the trust
described under "--Legal Defeasance and Covenant Defeasance"), in the event of
any distribution to creditors of Roundy's:

      (1) in a liquidation or dissolution of Roundy's or such Guarantor;

      (2) in a bankruptcy, reorganization, insolvency, receivership or similar
   proceeding relating to Roundy's or such Guarantor or the property of
   Roundy's or such Guarantor;

      (3) in an assignment for the benefit of creditors of Roundy's or such
   Guarantor; or

      (4) in any marshaling of Roundy's or such Guarantor's assets and
   liabilities.

   Roundy's also may not make any payment in respect of the notes (except in
Permitted Junior Securities or from the trust described under "--Legal
Defeasance and Covenant Defeasance") and may not make any deposits with the
trustee as described under "--Legal Defeasance and Covenant Defeasance" if:

      (1) a payment default on Designated Senior Debt occurs and is continuing
   beyond any applicable grace period; or

      (2) any other default occurs and is continuing on any series of
   Designated Senior Debt that permits holders of that series of Designated
   Senior Debt to accelerate its maturity and the trustee receives a notice of
   such default (a "Payment Blockage Notice") from Roundy's or the holders of
   any Designated Senior Debt.

   Payments on the notes may and will be resumed:

      (1) in the case of a payment default on Designated Senior Debt, upon the
   date on which such default is cured or waived; and

      (2) in the case of a nonpayment default on Designated Senior Debt, upon
   the earliest of: (a) the date on which such nonpayment default is cured or
   waived, (b) 179 days after the date on which the applicable Payment Blockage
   Notice is received, unless the maturity of any Designated Senior Debt has
   been accelerated or (c) the date on which the trustee receives notice from
   the holder of such Designated Senior Debt rescinding such Payment Blockage
   Notice.

   No new Payment Blockage Notice may be delivered unless and until:

      (1) 360 days have elapsed since the delivery of the immediately prior
   Payment Blockage Notice; and

      (2) all scheduled payments of principal, interest and premium and
   Liquidated Damages, if any, on the notes that have come due have been paid
   in full in cash.

   No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the trustee will be, or be made, the basis
for a subsequent Payment Blockage Notice unless such default has been cured or
waived for a period of not less than 90 days.

   If the trustee or any Holder of the notes receives a payment in respect of
the notes (except in Permitted Junior Securities or from the trust described
under "--Legal Defeasance and Covenant Defeasance") when:

      (1) the payment is prohibited by these subordination provisions; and

      (2) the trustee or the Holder has actual knowledge that the payment is
   prohibited;

the trustee or the Holder, as the case may be, will hold the payment in trust
for the benefit of the holders of Senior Debt. Upon the proper written request
of the holders of Senior Debt, the trustee or the Holder, as the case may be,
will deliver the amounts in trust to the holders of Senior Debt or their proper
representative.

                                      75



   Roundy's must promptly notify holders of Senior Debt if payment of the notes
is accelerated because of an Event of Default.

   As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of Roundy's or any Guarantors,
Holders of notes may recover less ratably than creditors of Roundy's or any
Guarantors who are holders of Senior Debt. See "Risk Factors--Your right to
receive payments on these notes is junior to our existing indebtedness and
possibly all of our future borrowings. Further, the Subsidiary Guarantees are
junior to all of our Guarantors' existing indebtedness and possibly to all
their future borrowings."

Optional Redemption

   At any time prior to June 15, 2005, Roundy's may on any one or more
occasions redeem up to 35% of the aggregate principal amount of notes issued
under the indenture at a redemption price of 108.875% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that:

      (1) at least 65% of the aggregate principal amount of notes issued under
   the indenture remains outstanding immediately after the occurrence of such
   redemption (excluding notes held by Roundy's and its Subsidiaries); and

      (2) the redemption occurs within 90 days of the date of the closing of
   such Equity Offering.

   Except pursuant to the preceding paragraph, the notes will not be redeemable
at Roundy's option prior to June 15, 2007. Roundy's is not, however, prohibited
from acquiring the notes by means other than a mandatory or optional
redemption, whether pursuant to an issuer tender offer, in open market
purchases or otherwise, so long as such acquisition does not otherwise violate
the terms of the indenture or violate applicable securities laws.

   After June 15, 2007, Roundy's may redeem all or a part of the notes upon not
less than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, on the notes redeemed, to the
applicable redemption date, if redeemed during the 12-month period beginning on
June 15 of the years indicated below:



                         Year                Percentage
                         ----                ----------
                                          
                         2007...............  104.438%
                         2008...............  102.958%
                         2009...............  101.479%
                         2010 and thereafter  100.000%


Mandatory Redemption

   Roundy's is not required to make mandatory redemption or sinking fund
payments with respect to the notes.

Repurchase at the Option of Holders

  Change of Control

   If a Change of Control occurs, each Holder of notes will have the right to
require Roundy's to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's notes pursuant to a Change of Control
Offer on the terms set forth in the indenture. In the Change of Control Offer,
Roundy's will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the notes repurchased, to the date
of purchase. Within 30 days following any Change of Control, Roundy's will mail
a notice to each Holder describing the

                                      76



transaction or transactions that constitute the Change of Control and offering
to repurchase notes on the Change of Control Payment Date specified in the
notice, which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, pursuant to the procedures required by the
indenture and described in such notice. Roundy's will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the Change of Control provisions of the indenture,
Roundy's will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under the Change of Control
provisions of the indenture by virtue of such conflict.

   On the Change of Control Payment Date, Roundy's will, to the extent lawful:

      (1) accept for payment all notes or portions of notes properly tendered
   pursuant to the Change of Control Offer;

      (2) deposit with the paying agent an amount equal to the Change of
   Control Payment in respect of all notes or portions of notes properly
   tendered; and

      (3) deliver or cause to be delivered to the trustee the notes properly
   accepted together with an officers' certificate stating the aggregate
   principal amount of notes or portions of notes being purchased by Roundy's.

   The paying agent will promptly mail to each Holder of notes properly
tendered the Change of Control Payment for such notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new note equal in principal amount to any unpurchased portion of
the notes surrendered, if any; provided that each new note will be in a
principal amount of $1,000 or an integral multiple of $1,000.

   Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control,
Roundy's will either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of notes required by this covenant. Roundy's will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

   Roundy's shall first comply with the covenant in the first sentence in the
immediately preceding paragraph before it shall be required to repurchase notes
pursuant to the provisions described above. A failure to comply with the
covenant described in the immediately preceding sentence will (with notice and
lapse of time) constitute an Event of Default described in clause (3) but shall
not constitute an Event of Default described under clause (2) under the caption
"--Events of Defaults and Remedies."

   The agreements governing its outstanding Senior Debt will prohibit Roundy's
from purchasing any notes, and also provide that certain change of control
events with respect to Roundy's would constitute a default under these
agreements. Any future credit agreements or other agreements relating to Senior
Debt to which Roundy's becomes a party may contain similar restrictions and
provisions. In the event a Change of Control occurs at a time when Roundy's is
prohibited from purchasing notes, Roundy's could seek the consent of its senior
lenders to the purchase of notes or could attempt to refinance the borrowings
that contain such prohibition. If Roundy's does not obtain such a consent or
repay such borrowings, Roundy's will remain prohibited from purchasing notes.
In such case, the failure to purchase tendered notes would constitute an Event
of Default under the indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
indenture would likely restrict payments to the Holders of notes.

   The provisions described above that require Roundy's to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of the indenture are applicable. Except as described above
with respect to a Change of Control, the indenture does not contain provisions
that permit the Holders of the notes to require that Roundy's repurchase or
redeem the notes in the event of a takeover, recapitalization or similar
transaction.

                                      77



   Roundy's will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the indenture applicable to a Change of Control Offer made by Roundy's
and purchases all notes properly tendered and not withdrawn under the Change of
Control Offer.

   The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of Roundy's and its Restricted
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of notes to require Roundy's to repurchase its notes as a result of a
sale, lease, transfer, conveyance or other disposition of less than all of the
assets of Roundy's and its Restricted Subsidiaries taken as a whole to another
Person or group may be uncertain.

  Asset Sales

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:

      (1) Roundy's (or the Restricted Subsidiary, as the case may be) receives
   consideration at the time of the Asset Sale at least equal to the fair
   market value of the assets or Equity Interests issued or sold or otherwise
   disposed of;

      (2) the fair market value is determined by Roundy's Board of Directors
   and, in the case of Asset Sales in excess of $10.0 million, evidenced by a
   resolution of the Board of Directors set forth in an officers' certificate
   delivered to the trustee; and

      (3) at least 75% of the consideration received in the Asset Sale by
   Roundy's or such Restricted Subsidiary is in the form of cash or Cash
   Equivalents. For purposes of this provision, each of the following will be
   deemed to be cash:

          (a) any liabilities, as shown on Roundy's most recent consolidated
       balance sheet, of Roundy's or any Restricted Subsidiary (other than
       contingent liabilities and liabilities that are by their terms
       subordinated to the notes or any Subsidiary Guarantee) that are assumed
       by the transferee of any such assets who releases Roundy's or such
       Restricted Subsidiary from further liability;

          (b) any securities, notes or other obligations received by Roundy's
       or any such Restricted Subsidiary from such transferee that are within
       180 days of their receipt, converted by Roundy's or such Restricted
       Subsidiary into cash or Cash Equivalents, to the extent of the cash or
       Cash Equivalents received in that conversion; and

          (c) any Designated Non-Cash Consideration received by Roundy's or any
       of its Restricted Subsidiaries in any Asset Sale having a fair market
       value, taken together with all other Designated Non-Cash Consideration
       received pursuant to this clause (c) that is at the time outstanding,
       not to exceed 5.0% of Consolidated Tangible Net Assets at the time of
       the receipt of such Designated Non-Cash Consideration.

   Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
Roundy's may apply those Net Proceeds at its option:

      (1) to repay Senior Debt and, if the Senior Debt repaid is revolving
   credit Indebtedness, to correspondingly reduce commitments with respect
   thereto;

      (2) to repay pari passu Indebtedness with provisions similar to those set
   forth in the indenture with respect to offers to purchase or redeem with the
   proceeds of sales of assets; provided that Roundy's will equally and ratably
   reduce Obligations under the notes if the notes are then redeemable or, if
   the notes may not be then redeemed, Roundy's will make an offer (in
   accordance with the procedures set forth below for

                                      78



   any Asset Sale Offer) to all Holders to purchase the notes that would
   otherwise be redeemed at a price equal to 100% of the principal amount of
   such notes plus accrued and unpaid interest and Liquidated Damages, if any,
   to the date of purchase;

      (3) to acquire all or substantially all of the assets of, or a majority
   of the Voting Stock of, another Permitted Business;

      (4) to make capital expenditures; or

      (5) to make an investment in one or more Permitted Businesses or to
   acquire other long-term assets that are used or useful in a Permitted
   Business.

   Pending the final application of any Net Proceeds, Roundy's may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in cash
or Cash Equivalents or in any other manner that is not prohibited by the
indenture.

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $20.0 million, Roundy's will make
an Asset Sale Offer to all Holders of notes and all holders of other
Indebtedness that is pari passu with the notes containing provisions similar to
those set forth in the indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount
of notes and such other pari passu Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, Roundy's may
use those Excess Proceeds for any purpose not otherwise prohibited by the
indenture. If the aggregate principal amount of notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the trustee will select the notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

   Roundy's will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with each repurchase of
notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the Asset Sale provisions of the
indenture, Roundy's will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Asset Sale provisions of the indenture by virtue of such conflict.

   The agreements governing Roundy's outstanding Senior Debt, including the new
Credit Agreement, currently prohibit Roundy's from purchasing any notes, and
also provide that certain change of control or asset sale events with respect
to Roundy's would constitute a default under these agreements. Any future
credit agreements or other agreements relating to Senior Debt to which Roundy's
becomes a party may contain similar restrictions and provisions. In the event a
Change of Control or Asset Sale occurs at a time when Roundy's is prohibited
from purchasing notes, Roundy's could seek the consent of its senior lenders to
the purchase of notes or could attempt to refinance the borrowings that contain
such prohibition. If Roundy's does not obtain such a consent or repay such
borrowings, Roundy's will remain prohibited from purchasing notes. In such
case, Roundy's failure to purchase tendered notes would constitute an Event of
Default under the indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
indenture would likely restrict payments to the Holders of notes.

Selection and Notice

   If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:

      (1) if the notes are listed on any national securities exchange, in
   compliance with the requirements of the principal national securities
   exchange on which the notes are listed; or

      (2) if the notes are not listed on any national securities exchange, on a
   pro rata basis, by lot or by such method as the trustee deems fair and
   appropriate.

                                      79



   No notes of $1,000 or less can be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of notes to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the notes or a satisfaction and discharge of the indenture. Notices of
redemption may not be conditional.

   If any note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount of that
note that is to be redeemed. A new note in principal amount equal to the
unredeemed portion of the original note will be issued in the name of the
Holder of notes upon cancellation of the original note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on notes or portions of them called
for redemption.

Certain Covenants

  Restricted Payments

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:

      (1) declare or pay any dividend or make any other payment or distribution
   on account of Roundy's or any of its Restricted Subsidiaries' Equity
   Interests (including, without limitation, any payment in connection with any
   merger or consolidation involving Roundy's or any of its Restricted
   Subsidiaries) or to the direct or indirect holders of Roundy's or any of its
   Restricted Subsidiaries' Equity Interests in their capacity as such (other
   than dividends or distributions payable in Equity Interests (other than
   Disqualified Stock) of Roundy's or to Roundy's or a Restricted Subsidiary of
   Roundy's);

      (2) purchase, redeem or otherwise acquire or retire for value (including,
   without limitation, in connection with any merger or consolidation involving
   Roundy's) any Equity Interests of Roundy's or any direct or indirect parent
   of Roundy's;

      (3) make any payment on or with respect to, or purchase, redeem, defease
   or otherwise acquire or retire for value any Indebtedness that is
   subordinated to the notes or the Subsidiary Guarantees, except a payment of
   interest or principal at the Stated Maturity thereof; or

      (4) make any Restricted Investment (all such payments and other actions
   set forth in these clauses (1) through (4) being collectively referred to as
   "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

      (1) no Default or Event of Default has occurred and is continuing or
   would occur as a consequence of such Restricted Payment; and

      (2) Roundy's would, at the time of such Restricted Payment and after
   giving pro forma effect thereto as if such Restricted Payment had been made
   at the beginning of the applicable four-quarter period, have been permitted
   to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
   Charge Coverage Ratio test set forth in the first paragraph of the covenant
   described below under the caption "--Incurrence of Indebtedness and Issuance
   of Preferred Stock;" and

      (3) such Restricted Payment, together with the aggregate amount of all
   other Restricted Payments made by Roundy's and its Restricted Subsidiaries
   after the date of the indenture (excluding Restricted Payments permitted by
   clauses (2), (3), (4), (5), (6), (7), (8) and (9) of the next succeeding
   paragraph), is less than the sum, without duplication, of:

          (a) 50% of the Consolidated Net Income of Roundy's for the period
       (taken as one accounting period) from March 30, 2002 to the end of
       Roundy's most recently ended fiscal quarter for which internal financial
       statements are available at the time of such Restricted Payment (or, if
       such Consolidated Net Income for such period is a deficit, less 100% of
       such deficit), plus

                                      80



          (b) 100% of the aggregate net cash proceeds received by Roundy's
       since the date of the indenture as a contribution to its common equity
       capital or from the issue or sale of Equity Interests of Roundy's (other
       than Disqualified Stock) or from the issue or sale of Disqualified Stock
       or debt securities of Roundy's that have been converted into or
       exchanged for Equity Interests (other than Equity Interests (or
       Disqualified Stock or debt securities) sold to a Subsidiary of
       Roundy's), plus

          (c) to the extent that any Restricted Investment that was made after
       the date of the indenture is sold for cash or otherwise liquidated or
       repaid for cash, the cash return of capital with respect to such
       Restricted Investment (less the cost of disposition, if any), plus

          (d) 50% of any dividends received by Roundy's or a Wholly Owned
       Restricted Subsidiary after the date of the indenture from an
       Unrestricted Subsidiary to the extent that such dividends were not
       otherwise included in Consolidated Net Income for such period, plus

          (e) to the extent that any Unrestricted Subsidiary is redesignated as
       a Restricted Subsidiary, or has been merged, consolidated or amalgamated
       with or into, transfers or conveys assets to, or is liquidated into,
       Roundy's or any Restricted Subsidiary after the date of the indenture,
       the fair market value of the Investment in such Subsidiary as of the
       date of such redesignation, merger, consolidation, amalgamation,
       transfer or conveyance.

   As of September 28, 2002, the amount that was available to Roundy's for
Restricted Payments pursuant to this clause was $10.2 million.

   The preceding provisions will not prohibit:

      (1) the payment of any dividend within 60 days after the date of
   declaration of the dividend, if at the date of declaration the dividend
   payment would have complied with the provisions of the indenture;

      (2) the redemption, repurchase, retirement, defeasance or other
   acquisition of, or the declaration and payment of any dividends or other
   distributions on, any subordinated Indebtedness of Roundy's or any Guarantor
   or of any Equity Interests of Roundy's in exchange for, or out of the net
   cash proceeds of the substantially concurrent sale (other than to a
   Restricted Subsidiary of Roundy's) of, Equity Interests of Roundy's (other
   than Disqualified Stock); provided that the amount of any such net cash
   proceeds that are utilized for any such redemption, repurchase, retirement,
   defeasance or other acquisition will be excluded from clause (3) (b) of the
   preceding paragraph;

      (3) the defeasance, redemption, repurchase or other acquisition of
   subordinated Indebtedness of Roundy's or any Guarantor with the net cash
   proceeds from an incurrence of Permitted Refinancing Indebtedness;

      (4) the payment of any dividend by a Restricted Subsidiary to the holders
   of its Equity Interests on a pro rata basis;

      (5) so long as no Default has occurred and is continuing or would be
   caused thereby, the repurchase, redemption or other acquisition or
   retirement for value (or any dividend or distribution made to fund such
   repurchase, redemption or other acquisition or retirement for value) of any
   Equity Interests of Roundy's, any Restricted Subsidiary or any direct or
   indirect parent of Roundy's held by any past, present or future member of
   Roundy's, any Restricted Subsidiaries' or any direct or indirect parent of
   Roundy's management (or any director, employee or consultant of the
   foregoing) pursuant to any equity subscription agreement, stock option
   agreement or similar agreement; provided that the aggregate price paid for
   all such repurchased, redeemed, acquired or retired Equity Interests may not
   exceed $2.0 million in any 12-month period; provided that (a) Roundy's may
   carry forward and make in a subsequent calendar year, in addition to the
   amounts permitted for such calendar year, the amount of such purchases,
   redemptions or other acquisitions or retirements for value permitted to have
   been made but not made in any preceding calendar year up to a maximum of
   $6.0 million in any calendar year pursuant to this clause (5), (b) that such
   amount

                                      81



   in any calendar year may be increased by the cash proceeds of key man life
   insurance policies received by Roundy's and its Restricted Subsidiaries
   after the date of the indenture less any amount previously applied to the
   payment of Restricted Payments pursuant to this clause (5), and (c) that
   cancellation of the Indebtedness owing to Roundy's from employees, officers,
   directors and consultants of Roundy's or any of its Restricted Subsidiaries
   in connection with a repurchase of Equity Interests of Roundy's from such
   Persons will not be deemed to constitute a Restricted Payment for purposes
   of this covenant or any other provisions of the indenture;

      (6) repurchases of Equity Interests (or any divided or distribution made
   to fund such repurchase) deemed to occur upon the cashless exercise of stock
   options and warrants;

      (7) the payment of dividends, other distributions, loans, advances or
   other amounts by us to any of our direct or indirect parents to pay
   corporate overhead incurred in the ordinary course of business, up to an
   aggregate under this clause (7) of $500,000 per fiscal year plus any bona
   fide indemnification claims made by directors or officers of our direct or
   indirect parents;

      (8) the payment of dividends, other distributions or amounts by us to any
   of our direct or indirect parents in amounts required to pay the tax
   obligations of us and our Subsidiaries and the tax obligations attributable
   to us and our Subsidiaries; provided that:

          (a) the amount of dividends paid pursuant to this clause (8) to
       enable us or any of our direct or indirect parents to pay federal and
       state income taxes at any time will not exceed the amount of such
       federal and state income taxes actually owing by such of its direct or
       indirect parents at such time for the respective period, and

          (b) any refunds received by such direct or indirect parents
       attributable to us and our Subsidiaries shall promptly be returned to us;

      (9) Restricted Payments contemplated by the Exchange Agreement and any
   agreement executed in connection therewith or contemplated thereby; and

      (10) so long as no Default has occurred and is continuing or would be
   caused thereby, other Restricted Payments in an aggregate amount not to
   exceed $10.0 million since the date of the indenture.

   The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Roundy's or a Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant will be determined by the Board of Directors whose resolution with
respect thereto will be delivered to the trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, Roundy's will deliver to the trustee an officers'
certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this "Restricted Payments"
covenant were computed, together with a copy of any fairness opinion or
appraisal required by the indenture.

  Incurrence of Indebtedness and Issuance of Preferred Stock

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including Acquired Debt),
and Roundy's will not issue any Disqualified Stock and will not permit any of
its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that Roundy's may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue
preferred stock, if the Fixed Charge Coverage Ratio for Roundy's most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Stock or preferred stock is issued

                                      82



would have been at least 2.0 to 1.0, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

      (1) the incurrence by Roundy's and any Guarantor of additional
   Indebtedness pursuant to any Revolving Credit Facility; provided, however,
   that immediately after giving effect to any such incurrence the aggregate
   principal amount of all Indebtedness incurred under this clause (1) and then
   outstanding does not exceed the greater of (A) $125.0 million and (B) the
   sum of (i) 80% of the face amount of all accounts receivable owned by
   Roundy's and its Restricted Subsidiaries as of the end of the most recent
   fiscal quarter preceding such date that were not more than 90 days past due
   plus (ii) 50% of the book value of all inventory owned by Roundy's and its
   Restricted Subsidiaries as of the end of the most recent fiscal quarter
   preceding such date (provided that such amount shall be reduced to the
   extent of any reduction or elimination of any commitment under any Credit
   Facility resulting from or relating to the formation of any Receivables
   Subsidiary or the consummation of any Qualified Receivables Transaction);

      (2) the incurrence by Roundy's and any Guarantor of additional
   Indebtedness pursuant to any Term Loan Facility; provided, however, that
   after giving effect to any such incurrence the aggregate principal amount of
   such Indebtedness incurred under this clause (2) and then outstanding does
   not exceed $250.0 million less the aggregate amount of all Net Proceeds of
   Asset Sales applied by Roundy's or any of its Restricted Subsidiaries since
   the date of the indenture to repay any Indebtedness under a Credit Facility
   pursuant to the covenant described above under the caption "--Repurchase at
   the Option of Holders--Asset Sales;"

      (3) the incurrence by Roundy's and its Restricted Subsidiaries of the
   Existing Indebtedness;

      (4) the incurrence by Roundy's and the Guarantors of Indebtedness
   represented by the Existing Notes and the related Subsidiary Guarantees
   issued on the date of the indenture and the Exchange Notes and the related
   Subsidiary Guarantees issued pursuant to the registration rights agreement,
   dated as of June 6, 2002 among Roundy's, the Guarantors, Bear, Stearns & Co.
   Inc. and CIBC World Markets Corp., relating to the Existing Notes;

      (5) the incurrence by Roundy's or any Restricted Subsidiary of
   Indebtedness represented by Capital Lease Obligations, mortgage financings
   or purchase money obligations, in each case, incurred for the purpose of
   financing all or any part of the purchase price or cost of construction,
   improvement or lease of property, plant or equipment used in the business of
   Roundy's or such Restricted Subsidiary, or incurred within 180 days after
   such purchase, lease or improvement, in an aggregate principal amount,
   including all Permitted Refinancing Indebtedness incurred to refund,
   refinance or replace any Indebtedness incurred pursuant to this clause (5),
   not to exceed the greater of (i) $25.0 million or (ii) 5.0% of Roundy's
   Consolidated Net Tangible Assets at the time of any incurrence thereof;

      (6) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
   which are used to refund, refinance or replace Indebtedness (other than
   intercompany Indebtedness) that was permitted by the indenture to be
   incurred under the first paragraph of this covenant or clauses (3), (4),
   (5), (6), (11), (14), (15) or (18) of this paragraph;

      (7) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   intercompany Indebtedness between or among Roundy's and any of its
   Restricted Subsidiaries; provided, however, that:

          (a) if Roundy's or any Guarantor is the obligor on such Indebtedness,
       such Indebtedness must be expressly subordinated to the prior payment in
       full in cash of all Obligations with respect to the notes, in the case
       of Roundy's, or the Subsidiary Guarantee, in the case of a Guarantor; and

          (b) (i) any subsequent issuance or transfer of Equity Interests that
       results in any such Indebtedness being held by a Person other than
       Roundy's or a Restricted Subsidiary of Roundy's and (ii) any sale or

                                      83



       other transfer of any such Indebtedness to a Person that is not either
       Roundy's or a Restricted Subsidiary of Roundy's; will be deemed, in each
       case, to constitute an incurrence of such Indebtedness by Roundy's or
       such Restricted Subsidiary, as the case may be, that was not permitted
       by this clause (7);

      (8) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   Hedging Obligations that are incurred for the purpose of fixing or hedging
   (i) any currency exchange risk, (ii) any commodity price risk or (iii) any
   interest rate risk with respect to any floating rate Indebtedness that is
   permitted by the terms of the indenture to be outstanding;

      (9) the guarantee by Roundy's or any of the Guarantors of Indebtedness or
   other Obligations of Roundy's or a Restricted Subsidiary of Roundy's that
   was permitted to be incurred by another provision of this covenant;

      (10) the accrual of interest, the accretion or amortization of original
   issue discount, the payment of interest on any Indebtedness in the form of
   additional Indebtedness with the same terms, and the payment of dividends on
   Disqualified Stock in the form of additional shares of the same class of
   Disqualified Stock will not be deemed to be an incurrence of Indebtedness or
   an issuance of Disqualified Stock for purposes of this covenant; provided,
   in each such case, that the amount thereof is included in Fixed Charges of
   Roundy's as accrued;

      (11) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   Indebtedness constituting reimbursement obligations with respect to letters
   of credit issued in the ordinary course of business, including, without
   limitation, letters of credit in respect of workers' compensation claims or
   self-insurance, or other Indebtedness with respect to reimbursement type
   obligations regarding workers' compensation claims or self insurance;

      (12) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   obligations in respect of performance and surety bonds and completion
   guarantees provided by Roundy's or such Restricted Subsidiaries in the
   ordinary course of business;

      (13) the incurrence by Roundy's or any Restricted Subsidiary of
   Indebtedness arising from agreements of Roundy's or such Restricted
   Subsidiary providing for indemnification, adjustment of purchase price or
   similar obligations, in each case, incurred or assumed in connection with
   the acquisition of disposition of any business, assets or Capital Stock of a
   Subsidiary, other than guarantees of Indebtedness incurred by any Person
   acquiring all or any portion of such business, assets or a Subsidiary for
   the purpose of financing such acquisition;

      (14) the issuance of preferred stock by any Restricted Subsidiary issued
   to Roundy's or another Restricted Subsidiary; provided that any subsequent
   issuance or transfer of any Equity Securities or any other event that
   results in any such Restricted Subsidiary ceasing to be a Restricted
   Subsidiary or any other subsequent transfer of any such shares of preferred
   stock (except to Roundy's or another Restricted Subsidiary) shall be deemed,
   in each case to be an issuance of such shares of preferred stock;

      (15) the incurrence of Indebtedness or Disqualified Stock of Persons that
   are acquired by Roundy's or any of its Restricted Subsidiaries or merged
   into a Restricted Subsidiary in accordance with the terms of the indenture;
   provided that such Indebtedness or Disqualified Stock is not incurred in
   contemplation of such acquisition or merger; provided further that such
   Indebtedness or Disqualified Stock shall not exceed $25.0 million at any
   time outstanding;

      (16) any guarantee of the Indebtedness of any Investee Store permitted by
   clause (9) of the definition of "Permitted Investment;"

      (17) the incurrence by a Receivables Subsidiary of Indebtedness in a
   Qualified Receivables Transaction that is without recourse to Roundy's or to
   any other Subsidiary of Roundy's or their assets (other than such
   Receivables Subsidiary and its assets and, as to Roundy's or any Subsidiary
   of Roundy's, other than pursuant to representations, warranties, covenants
   and indemnities customary for such transactions) and is not guaranteed by
   any such Person (excluding guarantees of Obligations (other than principal
   of, and

                                      84



   interest on, Indebtedness) pursuant to representations, warranties,
   covenants and indemnities entered into in the ordinary course of business in
   connection with a Qualified Receivables Transaction); and

      (18) the incurrence by Roundy's or any Restricted Subsidiary of
   additional Indebtedness in an aggregate principal amount (or accreted value,
   as applicable) at any time outstanding, including all Permitted Refinancing
   Indebtedness incurred to refund, refinance or replace any Indebtedness
   incurred pursuant to this clause (18), not to exceed $35.0 million.

   For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of
Permitted Debt described in clauses (1) through (18) above, or is entitled to
be incurred pursuant to the first paragraph of this covenant, Roundy's will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any
manner that complies with this covenant. Indebtedness under Revolving Credit
Facilities outstanding on the date on which notes are first issued and
authenticated under the indenture will be deemed to have been incurred on such
date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt. Indebtedness under Term Loan Facilities outstanding on the date
on which notes are first issued and authenticated under the indenture will be
deemed to have been incurred on such date in reliance on the exception provided
by clause (2) of the definition of Permitted Debt.

  Anti-Layering

   Roundy's will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate in right of payment to
any Senior Debt of Roundy's and senior in any respect in right of payment to
the notes. No Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate in right of
payment to the Senior Debt of such Guarantor and senior in any respect in right
of payment to such Guarantor's Subsidiary Guarantee. No indebtedness shall be
deemed to be subordinate to any secured indebtedness by virtue of the fact that
it is unsecured.

  Liens

   Roundy's will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) of any kind securing Indebtedness, Attributable Debt or trade
payables on any asset now owned or hereafter acquired, unless all payments due
under the indenture and the notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

  Sale and Leaseback Transactions

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that Roundy's or
any Guarantor may enter into a sale and leaseback transaction if:

      (1) Roundy's or that Guarantor, as applicable, could have (a) incurred
   Indebtedness in an amount equal to the Attributable Debt relating to such
   sale and leaseback transaction under the Fixed Charge Coverage Ratio test in
   the first paragraph of the covenant described above under the caption
   "--Incurrence of Indebtedness and Issuance of Preferred Stock" and (b)
   incurred a Lien to secure such Indebtedness pursuant to the covenant
   described above under the caption "--Liens;"

      (2) the gross cash proceeds of that sale and leaseback transaction are at
   least equal to the fair market value, as determined in good faith by
   Roundy's Board of Directors and set forth in an officers' certificate
   delivered to the trustee, of the property that is the subject of that sale
   and leaseback transaction; and

      (3) the transfer of assets in that sale and leaseback transaction is
   permitted by, and Roundy's applies the proceeds of such transaction in
   compliance with, the covenant described above under the caption
   "--Repurchase at the Option of Holders--Asset Sales."

                                      85



  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

      (1) pay dividends or make any other distributions on its Capital Stock to
   Roundy's or any of its Restricted Subsidiaries, or with respect to any other
   interest or participation in, or measured by, its profits, or pay any
   indebtedness owed to Roundy's or any of its Restricted Subsidiaries;

      (2) make loans or advances to Roundy's or any of its Restricted
   Subsidiaries; or

      (3) transfer any of its properties or assets to Roundy's or any of its
   Restricted Subsidiaries.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

      (1) agreements governing Existing Indebtedness and Credit Facilities as
   in effect on the date of the indenture and any amendments, modifications,
   restatements, renewals, increases, supplements, refundings, replacements or
   refinancings of those agreements, provided that the amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacements or refinancings are no more restrictive, taken as a whole, with
   respect to such dividend and other payment restrictions than those contained
   in those agreements on the date of the indenture;

      (2) the indenture, the notes and the Subsidiary Guarantees;

      (3) applicable law or regulations;

      (4) any agreement or instrument binding a Person acquired by Roundy's or
   any of its Restricted Subsidiaries as in effect at the time of such
   acquisition (except to the extent such agreement or instrument was entered
   into in connection with or in contemplation of such acquisition), which
   encumbrance or restriction is not applicable to any Person, or the
   properties or assets of any Person, other than the Person, or the property
   or assets of the Person, so acquired, provided that, in the case of
   Indebtedness, such Indebtedness was permitted by the terms of the indenture
   to be incurred;

      (5) customary provisions in leases entered into in the ordinary course of
   business;

      (6) purchase money obligations for property acquired in the ordinary
   course of business that impose restrictions on that property of the nature
   described in clause (3) of the preceding paragraph;

      (7) any agreement for the sale or other disposition of assets, including
   customary restrictions on a Restricted Subsidiary that restricts
   distributions by that Restricted Subsidiary pending its sale or other
   disposition;

      (8) Permitted Refinancing Indebtedness, provided that the restrictions
   contained in the agreements governing such Permitted Refinancing
   Indebtedness are not materially more restrictive, taken as a whole, than
   those contained in the agreements governing the Indebtedness being
   refinanced;

      (9) Liens securing Indebtedness otherwise permitted to be incurred under
   the provisions of the covenant described above under the caption "--Liens"
   that limit the right of the debtor to dispose of the assets subject to such
   Liens;

      (10) provisions with respect to the disposition or distribution of assets
   or property in joint venture agreements, assets sale agreements, stock sale
   agreements and other similar agreements entered into in the ordinary course
   of business;

      (11) restrictions on cash or other deposits or net worth imposed by
   customers under contracts entered into in the ordinary course of business;

                                      86



      (12) other Indebtedness of any Restricted Subsidiary that is not a
   Domestic Subsidiary permitted to be incurred subsequent to the date of the
   indenture pursuant to the provisions of the covenant described above under
   "--Incurrence of Indebtedness and Issuance of Preferred Stock;"

      (13) any encumbrances or restrictions of the type referred to in clauses
   (1), (2) and (3) of the preceding paragraph imposed by any amendments,
   modification, restatements, renewals, increases, supplements, refunding,
   replacements or refinancing of the contracts, instruments or obligations
   referred to in clauses (1) through (3) above; provided that such amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacement or refinancings are (in the good faith judgment of the Board of
   Directors) no more restrictive, taken as a whole, with respect to such
   dividend and other payment restrictions than those contained in such
   contracts, instruments or obligations prior to such amendment, modification,
   restatement, renewal, increase, supplement, refunding, replacement or
   refinancing;

      (14) any agreement relating to a sale and leaseback transaction or
   Capital Lease Obligation, but only on the property subject to such
   transaction or Capital Lease Obligation and only to the extent that such
   restrictions or encumbrances are customary with respect to a sale and
   leaseback transaction or Capital Lease Obligation;

      (15) Indebtedness or other contractual requirements of a Receivables
   Subsidiary in connection with a Qualified Receivables Transaction, provided
   that such restrictions apply only to such Receivables Subsidiary; and

      (16) any other agreement, instrument or document relating to Senior Debt
   hereafter in effect, provided that the terms and conditions of such
   encumbrances or restrictions are not more restrictive taken as a whole than
   those encumbrances or restrictions imposed in connection with the Credit
   Agreement as in effect on the date of the indenture.

  Merger, Consolidation or Sale of Assets

   Roundy's may not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not Roundy's is the surviving corporation); or
(2) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of Roundy's and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person;
unless:

      (1) either: (a) Roundy's is the surviving corporation; or (b) the Person
   formed by or surviving any such consolidation or merger (if other than
   Roundy's) or to which such sale, assignment, transfer, conveyance or other
   disposition has been made is either (i) a corporation organized or existing
   under the laws of the United States, any state of the United States or the
   District of Columbia or (ii) is a partnership or limited liability company
   organized or existing under the laws of the United States, any state thereof
   or the District of Columbia that has at least one Restricted Subsidiary that
   is a corporation organized or existing under the laws of the United States,
   any state thereof or the District of Columbia which corporation becomes a
   co-issuer of the notes pursuant to a supplemental indenture duly and validly
   executed by the trustee;

      (2) the Person formed by or surviving any such consolidation or merger
   (if other than Roundy's) or the Person to which such sale, assignment,
   transfer, conveyance or other disposition has been made assumes all the
   obligations of Roundy's under the notes, the indenture and the registration
   rights agreement pursuant to agreements reasonably satisfactory to the
   trustee;

      (3) immediately after such transaction, no Default or Event of Default
   exists; and

      (4) Roundy's or the Person formed by or surviving any such consolidation
   or merger (if other than Roundy's), or to which such sale, assignment,
   transfer, conveyance or other disposition has been made will, on the date of
   such transaction after giving pro forma effect thereto and any related
   financing transactions as if the same had occurred at the beginning of the
   applicable four-quarter period, be permitted to incur at least $1.00 of
   additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
   forth in the first paragraph of the covenant described above under the
   caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

                                      87



   Roundy's will not be relieved of its Obligations to pay principal of, and
interest on, the notes except in the case of a sale (but not lease) of all of
its assets that meet the requirements of this covenant. This "Merger,
Consolidation or Sale of Assets" covenant will not apply to a sale, assignment,
transfer, conveyance or other disposition of assets between or among Roundy's
and any of its Wholly Owned Subsidiaries.

  Transactions with Affiliates

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from, or
enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

      (1) the Affiliate Transaction is on terms that are not materially less
   favorable to Roundy's or the relevant Restricted Subsidiary than those that
   would have been obtained in a comparable transaction by Roundy's or such
   Restricted Subsidiary with an unrelated Person; and

      (2) Roundy's delivers to the trustee:

          (a) with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration in excess of
       $5.0 million, a resolution of the Board of Directors set forth in an
       officers' certificate certifying that such Affiliate Transaction
       complies with this covenant and that such Affiliate Transaction has been
       approved by a majority of the disinterested members of the Board of
       Directors; and

          (b) with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration in excess of
       $10.0 million, an opinion as to the fairness to Roundy's of such
       Affiliate Transaction from a financial point of view issued by an
       accounting, appraisal or investment banking firm of national standing.

   The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

      (1) any employment, consulting or similar agreement or other compensation
   arrangement entered into by Roundy's or any of its Restricted Subsidiaries
   in the ordinary course of business;

      (2) transactions between or among Roundy's and/or its Restricted
   Subsidiaries;

      (3) transactions with a Person that is an Affiliate of Roundy's solely
   because Roundy's owns an Equity Interest in, or controls, such Person;

      (4) payment of reasonable directors fees and expenses and the provision
   of customary indemnification to directors and officers of Roundy's or any
   entity that controls Roundy's;

      (5) sales of Equity Interests (other than Disqualified Stock) to
   Affiliates of Roundy's;

      (6) Restricted Payments that are permitted by the provisions of the
   indenture described above under the caption "--Restricted Payments;"

      (7) payments or loans to employees or consultants that are approved in
   good faith by a majority of the Board of Directors of Roundy's in an amount
   not to exceed $2.5 million at any time outstanding;

      (8) any agreement (and payments with respect thereto) as in effect on the
   date of the indenture or any amendment thereto (so long as such amendment is
   not disadvantageous to the Holders in any material respect) or any
   transaction contemplated thereby;

      (9) the existence of, or the performance by Roundy's or any Restricted
   Subsidiary of its obligations under the terms of, the Exchange Agreement, or
   any agreement contemplated thereunder (including any registration rights
   agreement or stockholders agreement related thereto) to which it is a party
   as of the date

                                      88



   of the indenture; provided, however, that the existence of, or the
   performance by Roundy's or any Restricted Subsidiary of obligations under,
   any future amendment to any such existing agreement shall only be permitted
   by this clause (9) to the extent that the terms of any such amendment are
   not otherwise disadvantageous to the Holders in any material respect;

      (10) the payment of all fees, expenses, bonuses and awards related to the
   transactions contemplated by the Exchange Agreement;

      (11) transactions with customers, clients, suppliers, or purchasers or
   sellers of goods or services, in each case in the ordinary course of
   business and otherwise in compliance with the terms of the indenture that
   are fair to Roundy's and its Restricted Subsidiaries in the reasonable
   determination of the majority of the Board of Directors of Roundy's or are
   on terms at least as favorable as might reasonably have been obtained at
   such time from an unaffiliated party;

      (12) any tax sharing agreement or arrangement and payments pursuant
   thereto among Roundy's and its Subsidiaries and any other Person with which
   Roundy's or its Subsidiaries is required or permitted to file a consolidated
   tax return or with which Roundy's or any of its Restricted Subsidiaries is
   or could be part of a consolidated group for tax purposes in amounts not
   otherwise prohibited by the indenture;

      (13) the payment of reasonable professional fees to Willis Stein &
   Partners III, L.P. or any of its Affiliates in connection with work
   performed on Roundy's behalf and that are approved by the Board of Directors
   of Roundy's in good faith; and

      (14) transactions between (i) Roundy's or any Subsidiary of Roundy's and
   a Receivables Subsidiary or (ii) a Receivables Subsidiary and any Person in
   which the Receivables Subsidiary has an Investment.

  Additional Subsidiary Guarantees

   If Roundy's or any of its Subsidiaries acquires or creates another Domestic
Subsidiary (other than a Receivables Subsidiary) after the date of the
indenture and such Domestic Subsidiary guarantees Indebtedness under a Credit
Facility, then that newly acquired or created Domestic Subsidiary will become a
Guarantor and execute a supplemental indenture and deliver an opinion of
counsel satisfactory to the trustee within 10 Business Days of the date on
which it was acquired or created; provided, however, that if no Indebtedness
under a Credit Facility is outstanding, all of Roundy's Domestic Subsidiaries
(other than its Receivables Subsidiaries) with a Consolidated Net Worth of
greater than $500,000 must guarantee the notes; provided, further, that any
Domestic Subsidiary (other than a Receivable Subsidiary) that has properly been
designated as an Unrestricted Subsidiary in accordance with the indenture shall
not be required to become a Guarantor so long as it continues to constitute an
Unrestricted Subsidiary.

  Designation of Restricted and Unrestricted Subsidiaries

   The Board of Directors of Roundy's may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by Roundy's
and its Restricted Subsidiaries in the Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available (i) for Restricted Payments under the first
paragraph of the covenant described above under the caption "--Restricted
Payments" or (ii) under the definition of "Permitted Investments," as
determined by Roundy's. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

  Business Activities

   Roundy's will not, and will not permit any Restricted Subsidiary to, engage
in any business other than Permitted Businesses, except to such extent as would
not be material to Roundy's and its Restricted Subsidiaries taken as a whole.

                                      89



  Payments for Consent

   Roundy's will not, and will not permit any of its Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any Holder of notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of the indenture or the notes
unless such consideration is offered to be paid and is paid to all Holders of
the notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

  Reports

   Whether or not required by the Commission, so long as any notes are
outstanding, Roundy's will furnish to the Holders of notes, within the time
periods specified in the Commission's rules and regulations:

      (1) all quarterly and annual financial information that would be required
   to be contained in a filing with the Commission on Forms 10-Q and 10-K if
   Roundy's were required to file such Forms, including a "Management's
   Discussion and Analysis of Financial Condition and Results of Operations"
   and, with respect to the annual information only, a report on the annual
   financial statements by Roundy's certified independent accountants; and

      (2) all current reports that would be required to be filed with the
   Commission on Form 8-K if Roundy's were required to file such reports.

   If Roundy's has designated any of its Subsidiaries as Unrestricted
Subsidiaries and such Unrestricted Subsidiaries collectively have assets in
excess of $1.0 million, then the quarterly and annual financial information
required by the preceding paragraph will include a reasonably detailed
presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of Roundy's and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of Roundy's.

   In addition, following the consummation of the exchange offer contemplated
by the registration rights agreement, whether or not required by the
Commission, Roundy's will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, Roundy's and the Subsidiary Guarantors have agreed that,
for so long as any notes (but not the Exchange Notes) remain outstanding, they
will furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

   Each of the following is an Event of Default:

      (1) default for 30 days in the payment when due of interest on, or
   Liquidated Damages with respect to, the notes whether or not prohibited by
   the subordination provisions of the indenture;

      (2) default in payment when due of the principal of, or premium, if any,
   on the notes, whether or not prohibited by the subordination provisions of
   the indenture;

      (3) failure by Roundy's or any of its Subsidiaries to comply with the
   provisions described under the captions "--Repurchase at the Option of
   Holders--Change of Control," or "--Repurchase at the Option of
   Holders--Asset Sales;"

      (4) failure by Roundy's or any of its Subsidiaries for 60 days after
   notice by the trustee or the Holders of at least 25% in principal amount of
   the then outstanding notes to comply with any of the other agreements in the
   indenture;

                                      90



      (5) default under any mortgage, indenture or instrument under which there
   may be issued or by which there may be secured or evidenced any Indebtedness
   for money borrowed by Roundy's or any of its Restricted Subsidiaries (or the
   payment of which is guaranteed by Roundy's or any of its Restricted
   Subsidiaries) whether such Indebtedness or guarantee now exists, or is
   created after the date of the indenture, if that default:

          (a) is caused by a failure to pay principal on such Indebtedness at
       the Stated Maturity thereof (a "Payment Default"); or

          (b) results in the acceleration of such Indebtedness prior to its
       express maturity,

   and, in each case, the principal amount of any such Indebtedness, together
   with the principal amount of any other such Indebtedness under which there
   has been a Payment Default or the maturity of which has been so accelerated,
   aggregates $25.0 million or more;

      (6) failure by Roundy's or any of its Subsidiaries to pay final judgments
   aggregating in excess of $25.0 million, which judgments are not paid,
   discharged or stayed for a period of 60 days after such judgments have
   become final and non-appealable, and in the event such judgment is covered
   by insurance, an enforcement proceeding has been commenced by any creditor
   upon such judgment or decree that is not promptly stayed;

      (7) except as permitted by the indenture, any Subsidiary Guarantee by a
   Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
   would constitute a Significant Subsidiary, shall be held in any judicial
   proceeding to be unenforceable or invalid or shall cease for any reason to
   be in full force and effect or any Guarantor, or any Person acting on behalf
   of any Guarantor, shall deny or disaffirm its obligations under its
   Subsidiary Guarantee; and

      (8) certain events of bankruptcy or insolvency described in the indenture
   with respect to Roundy's or any of its Restricted Subsidiaries.

   In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to Roundy's, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the trustee (upon the request
of the Holders of at least 25% in principal amount of the then outstanding
notes) or the Holders of at least 25% in principal amount of the then
outstanding notes may declare all the notes to be due and payable immediately.

   Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding notes may direct the
trustee in its exercise of any trust or power. The trustee may withhold from
Holders of the notes notice of any continuing Default or Event of Default if it
determines that withholding notes is in their interest, except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages.

   The Holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may on behalf of the Holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages on, or the principal of, the notes.

   Roundy's is required to deliver to the trustee annually a statement
regarding compliance with the indenture. Upon becoming aware of any Default or
Event of Default, Roundy's is required to deliver to the trustee a statement
specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

   No director, officer, employee, incorporator or stockholder of Roundy's or
any Guarantor, as such, will have any liability for any obligations of Roundy's
or the Guarantors under the notes, the indenture, the Subsidiary

                                      91



Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of notes by accepting a note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   Roundy's may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

      (1) the rights of Holders of outstanding notes to receive payments in
   respect of the principal of, or interest or premium and Liquidated Damages,
   if any, on such notes when such payments are due from the trust referred to
   below;

      (2) Roundy's obligations with respect to the notes concerning issuing
   temporary notes, registration of notes, mutilated, destroyed, lost or stolen
   notes and the maintenance of an office or agency for payment and money for
   security payments held in trust;

      (3) the rights, powers, trusts, duties and immunities of the trustee, and
   Roundy's and the Guarantor's obligations in connection therewith; and

      (4) the Legal Defeasance provisions of the indenture.

   In addition, Roundy's may, at its option and at any time, elect to have the
obligations of Roundy's and the Guarantors released with respect to certain
covenants that are described in the indenture ("Covenant Defeasance") and
thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "--Events
of Default and Remedies" will no longer constitute an Event of Default with
respect to the notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1) Roundy's must irrevocably deposit with the trustee, in trust, for the
   benefit of the Holders of the notes, cash in U.S. dollars, non-callable
   Government Securities, or a combination of cash in U.S. dollars and
   non-callable Government Securities, in amounts as will be sufficient, in the
   opinion of a nationally recognized firm of independent public accountants,
   to pay the principal of, or interest and premium and Liquidated Damages, if
   any, on the outstanding notes on the stated maturity or on the applicable
   redemption date, as the case may be, and Roundy's must specify whether the
   notes are being defeased to maturity or to a particular redemption date;

      (2) in the case of Legal Defeasance, Roundy's has delivered to the
   trustee an opinion of counsel reasonably acceptable to the trustee
   confirming that (a) Roundy's has received from, or there has been published
   by, the Internal Revenue Service a ruling or (b) since the date of the
   indenture, there has been a change in the applicable federal income tax law,
   in either case to the effect that, and based thereon such opinion of counsel
   will confirm that, the Holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Legal Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Legal Defeasance had not occurred;

      (3) in the case of Covenant Defeasance, Roundy's has delivered to the
   trustee an opinion of counsel reasonably acceptable to the trustee
   confirming that the Holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Covenant Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Covenant Defeasance had not occurred;

                                      92



      (4) no Default or Event of Default has occurred and is continuing on the
   date of such deposit (other than a Default or Event of Default resulting
   from the borrowing of funds to be applied to such deposit);

      (5) such Legal Defeasance or Covenant Defeasance will not result in a
   breach or violation of, or constitute a default under any material agreement
   or instrument (other than the indenture) to which Roundy's or any of its
   Subsidiaries is a party or by which Roundy's or any of its Subsidiaries is
   bound;

      (6) Roundy's must deliver to the trustee an officers' certificate stating
   that the deposit was not made by Roundy's with the intent of preferring the
   Holders of notes over the other creditors of Roundy's with the intent of
   defeating, hindering, delaying or defrauding creditors of Roundy's or
   others; and

      (7) Roundy's must deliver to the trustee an officers' certificate and an
   opinion of counsel, each stating that all conditions precedent relating to
   the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

   Except as provided in the next three succeeding paragraphs, the indenture or
the notes may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, notes), and any existing default or
compliance with any provision of the indenture or the notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, notes).

   Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any notes held by a non-consenting Holder):

      (1) reduce the principal amount of notes whose Holders must consent to an
   amendment, supplement or waiver;

      (2) reduce the principal of or change the fixed maturity of any note or
   alter the provisions with respect to the redemption of the notes (other than
   provisions relating to the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (3) reduce the rate of or change the time for payment of interest on any
   note;

      (4) waive a Default or Event of Default in the payment of principal of,
   or interest or premium, or Liquidated Damages, if any, on the notes (except
   a rescission of acceleration of the notes by the Holders of at least a
   majority in aggregate principal amount of the notes and a waiver of the
   payment default that resulted from such acceleration);

      (5) make any note payable in money other than that stated in the notes;

      (6) make any change in the provisions of the indenture relating to
   waivers of past Defaults or the rights of Holders of notes to receive
   payments of principal of, or interest or premium or Liquidated Damages, if
   any, on the notes;

      (7) waive a redemption payment with respect to any note (other than a
   payment required by one of the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (8) release any Guarantor from any of its obligations under its
   Subsidiary Guarantee or the indenture, except in accordance with the terms
   of the indenture; or

      (9) make any change in the preceding amendment and waiver provisions.

   In addition, any amendment to, or waiver of, the provisions of the indenture
relating to subordination that adversely affects the rights of the Holders of
the notes will require the consent of the Holders of at least 75% in aggregate
principal amount of notes then outstanding.

                                      93



   Notwithstanding the preceding, without the consent of any Holder of notes,
Roundy's, the Guarantors and the trustee may amend or supplement the indenture
or the notes:

      (1) to cure any ambiguity, defect or inconsistency;

      (2) to provide for uncertificated notes in addition to or in place of
   certificated notes;

      (3) to provide for the assumption of Roundy's obligations to Holders of
   notes in the case of a merger or consolidation or sale of all or
   substantially all of Roundy's assets;

      (4) to make any change that would provide any additional rights or
   benefits to the Holders of notes or that does not adversely affect the legal
   rights under the indenture of any such Holder; or

      (5) to comply with requirements of the Commission in order to effect or
   maintain the qualification of the indenture under the Trust Indenture Act.

Satisfaction and Discharge

   The indenture will be discharged and will cease to be of further effect as
to all notes issued thereunder, when Roundy's or any Guarantor has paid or
caused to be paid all sums payable by it under the indenture and:

      (1) either:

          (a) all notes that have been authenticated, except lost, stolen or
       destroyed notes that have been replaced or paid and notes for whose
       payment money has been deposited in trust and thereafter repaid to
       Roundy's, have been delivered to the trustee for cancellation; or

          (b) (i) all notes that have not been delivered to the trustee for
       cancellation have become due and payable by reason of the mailing of a
       notice of redemption or otherwise or will become due and payable within
       one year and Roundy's or any Guarantor has irrevocably deposited or
       caused to be deposited with the trustee as trust funds in trust solely
       for the benefit of the Holders, cash in U.S. dollars, non-callable
       Government Securities, or a combination of cash in U.S. dollars and
       non-callable Government Securities, in amounts as will be sufficient
       without consideration of any reinvestment of interest, to pay and
       discharge the entire indebtedness on the notes not delivered to the
       trustee for cancellation for principal, premium and Liquidated Damages,
       if any, and accrued interest to the date of maturity or redemption; (ii)
       no Default or Event of Default has occurred and is continuing on the
       date of the deposit or will occur as a result of the deposit and the
       deposit will not result in a breach or violation of, or constitute a
       default under, any other instrument to which Roundy's or any Guarantor
       is a party or by which Roundy's or any Guarantor is bound; and (iii)
       Roundy's has delivered irrevocable instructions to the trustee under the
       indenture to apply the deposited money toward the payment of the notes
       at maturity or the redemption date, as the case may be.

In addition, Roundy's must deliver an officers' certificate and an opinion of
counsel to the trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

Concerning the Trustee

   If the trustee becomes a creditor of Roundy's or any Guarantor, the
indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue or
resign.

   The Holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
occurs and is continuing, the

                                      94



trustee will be required, in the exercise of its power, to use the degree of
care of a prudent man in the conduct of his own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any Holder of notes,
unless such Holder has offered to the trustee security and indemnity
satisfactory to it against any loss, liability or expense.

Additional Information

   Anyone who receives this prospectus may obtain a copy of the indenture and
registration rights agreement without charge by writing to Roundy's, Inc.,
23000 Roundy Drive, Pewaukee, Wisconsin 53072, Attention: Edward G. Kitz.

Book-Entry, Delivery and Form

   The notes are being offered and sold to qualified institutional buyers in
reliance on Rule 144A ("Rule 144A Notes"). Notes also may be offered and sold
in offshore transactions in reliance on Regulation S ("Regulation S Notes").
Except as set forth below, notes will be issued in registered, global form in
minimum denominations of $1,000 and integral multiples of $1,000 in excess of
$1,000. Notes will be issued at the closing of this offering only against
payment in immediately available funds.

   Rule 144A Notes initially will be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Rule 144A
Global Notes"). Regulation S Notes initially will be represented by one or more
notes in registered, global form without interest coupons (collectively, the
"Regulation S Global Notes" and, together with the Rule 144A Global Notes, the
"Global Notes"). The Global Notes will be deposited upon issuance with the
trustee as custodian for The Depository Trust Company ("DTC"), in New York, New
York, and registered in the name of DTC or its nominee, in each case for credit
to an account of a direct or indirect participant in DTC as described below.
Through and including the 40th day after the later of the commencement of this
offering and the closing of this offering (such period through and including
such 40th day, the "Restricted Period"), beneficial interests in the Regulation
S Global Notes may be held only through the Euroclear System ("Euroclear") and
Clearstream Banking, S.A. ("Clearstream") (as indirect participants in DTC),
unless transferred to a person that takes delivery through a Rule 144A Global
Note in accordance with the certification requirements described below.
Beneficial interests in the Rule 144A Global Notes may not be exchanged for
beneficial interests in the Regulation S Global Notes at any time except in the
limited circumstances described below. See "--Exchanges Between Regulation S
Notes and Rule 144A Notes."

   Except as set forth below, the Global Notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for
notes in certificated form except in the limited circumstances described below.
See "--Exchange of Global Notes for Certificated Notes." Except in the limited
circumstances described below, owners of beneficial interests in the Global
Notes will not be entitled to receive physical delivery of notes in
certificated form.

   Rule 144A Notes (including beneficial interests in the Rule 144A Global
Notes) will be subject to certain restrictions on transfer and will bear a
restrictive legend as described under "Notice to Investors." Regulation S Notes
will also bear the legend as described under "Notice to Investors." In
addition, transfers of beneficial interests in the Global Notes will be subject
to the applicable rules and procedures of DTC and its direct or indirect
participants (including, if applicable, those of Euroclear and Clearstream),
which may change from time to time.

Depository Procedures

   The following description of the operations and procedures of DTC, Euroclear
and Clearstream are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them. Roundy's takes no
responsibility for these operations and procedures and urges investors to
contact the system or their participants directly to discuss these matters.

                                      95



   DTC has advised Roundy's that DTC is a limited-purpose trust company created
to hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its Participants. The Participants include securities brokers
and dealers (including the initial purchasers), banks, trust companies,
clearing corporations and certain other organizations. Access to DTC's system
is also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers of ownership
interests in, each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.

   DTC has also advised Roundy's that, pursuant to procedures established by it:

      (1) upon deposit of the Global Notes, DTC will credit the accounts of
   Participants designated by the initial purchasers with portions of the
   principal amount of the Global Notes; and

      (2) ownership of these interests in the Global Notes will be shown on,
   and the transfer of ownership of these interests will be effected only
   through, records maintained by DTC (with respect to the Participants) or by
   the Participants and the Indirect Participants (with respect to other owners
   of beneficial interest in the Global Notes).

   Investors in the Rule 144A Global Notes who are Participants in DTC's system
may hold their interests therein directly through DTC. Investors in the Rule
144A Global Notes who are not Participants may hold their interests therein
indirectly through organizations (including Euroclear and Clearstream) which
are Participants in such system. Through and including the Restricted Period,
investors in the Regulation S Global Notes must hold their interests therein
through Euroclear or Clearstream, if they are participants in such systems, or
indirectly through organizations that are participants in such systems. After
the expiration of the Restricted Period (but not earlier), investors may also
hold interests in the Regulation S Global Notes through Participants in the DTC
system other than Euroclear and Clearstream. Euroclear and Clearstream will
hold interests in the Regulation S Global Notes on behalf of their participants
through customers' securities accounts in their respective names on the books
of their respective depositories, which are Euroclear Bank S.A./N.V., as
operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All
interests in a Global Note, including those held through Euroclear or
Clearstream, may be subject to the procedures and requirements of DTC. Those
interests held through Euroclear or Clearstream may also be subject to the
procedures and requirements of such systems. The laws of some states require
that certain Persons take physical delivery in definitive form of securities
that they own. Consequently, the ability to transfer beneficial interests in a
Global Note to such Persons will be limited to that extent. Because DTC can act
only on behalf of Participants, which in turn act on behalf of Indirect
Participants, the ability of a Person having beneficial interests in a Global
Note to pledge such interests to Persons that do not participate in the DTC
system, or otherwise take actions in respect of such interests, may be affected
by the lack of a physical certificate evidencing such interests.

   Except as described below, owners of interest in the Global Notes will not
have notes registered in their names, will not receive physical delivery of
notes in certificated form and will not be considered the registered owners or
"Holders" thereof under the indenture for any purpose.

   Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered Holder
under the indenture. Under the terms of the indenture, Roundy's and the trustee
will treat the Persons in whose names the notes, including the Global Notes,
are registered as the owners of the notes for the purpose of receiving payments
and for all other purposes. Consequently, neither Roundy's, the trustee nor any
agent of Roundy's or the trustee has or will have any responsibility or
liability for:

      (1) any aspect of DTC's records or any Participant's or Indirect
   Participant's records relating to or payments made on account of beneficial
   ownership interest in the Global Notes or for maintaining,

                                      96



   supervising or reviewing any of DTC's records or any Participant's or
   Indirect Participant's records relating to the beneficial ownership
   interests in the Global Notes; or

      (2) any other matter relating to the actions and practices of DTC or any
   of its Participants or Indirect Participants.

   DTC has advised Roundy's that its current practice, upon receipt of any
payment in respect of securities such as the notes (including principal and
interest), is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not
receive payment on such payment date. Each relevant Participant is credited
with an amount proportionate to its beneficial ownership of an interest in the
principal amount of the relevant security as shown on the records of DTC.
Payments by the Participants and the Indirect Participants to the beneficial
owners of notes will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the trustee or
Roundy's. Neither Roundy's nor the trustee will be liable for any delay by DTC
or any of its Participants in identifying the beneficial owners of the notes,
and Roundy's and the trustee may conclusively rely on and will be protected in
relying on instructions from DTC or its nominee for all purposes.

   Subject to the transfer restrictions set forth under "Notice to Investors,"
transfers between Participants in DTC will be effected in accordance with DTC's
procedures, and will be settled in same-day funds, and transfers between
participants in Euroclear and Clearstream will be effected in accordance with
their respective rules and operating procedures.

   Subject to compliance with the transfer restrictions applicable to the notes
described herein, cross-market transfers between the Participants in DTC, on
the one hand, and Euroclear or Clearstream participants, on the other hand,
will be effected through DTC in accordance with DTC's rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case
may be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant
Global Note in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.

   DTC has advised Roundy's that it will take any action permitted to be taken
by a Holder of notes only at the direction of one or more Participants to whose
account DTC has credited the interests in the Global Notes and only in respect
of such portion of the aggregate principal amount of the notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the notes, DTC reserves the right to exchange the
Global Notes for legended notes in certificated form, and to distribute such
notes to its Participants.

   Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the Rule 144A Global Notes
and the Regulation S Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to continue to perform
such procedures, and may discontinue such procedures at any time. Neither
Roundy's nor the trustee nor any of their respective agents will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

   A Global Note is exchangeable for definitive notes in registered
certificated form ("Certificated Notes") if:

      (1) DTC (a) notifies Roundy's that it is unwilling or unable to continue
   as depositary for the Global Notes or (b) has ceased to be a clearing agency
   registered under the Exchange Act and, in either case, Roundy's fails to
   appoint a successor depositary;

                                      97



      (2) in the case of a Global Note held for an account of Euroclear or
   Clearstream, Euroclear or Clearstream, as the case may be, (a) is closed for
   business for a continuous period of 14 days (other than by reason of
   statutory or other holidays), or (b) announces an intention permanently to
   cease business or does in fact do so;

      (3) Roundy's, at its option, notifies the trustee in writing that it
   elects to cause the issuance of the Certificated Notes; or

      (4) there has occurred and is continuing a Default or Event of Default
   with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indenture. In all cases, Certificated
Notes delivered in exchange for any Global Note or beneficial interests in
Global Notes will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in accordance with
its customary procedures) and will bear the applicable restrictive legend
referred to in "Notice to Investors," unless that legend is not required by
applicable law.

Exchange of Certificated Notes for Global Notes

   Certificated Notes may not be exchanged for beneficial interests in any
Global Note unless the transferor first delivers to the trustee a written
certificate (in the form provided in the indenture) to the effect that such
transfer will comply with the appropriate transfer restrictions applicable to
such notes. See "Notice to Investors."

Exchanges Between Regulation S Notes and Rule 144A Notes

   Prior to the expiration of the Restricted Period, beneficial interests in
the Regulation S Global Note may be exchanged for beneficial interests in the
Rule 144A Global Note only if:

      (1) such exchange occurs in connection with a transfer of the notes
   pursuant to Rule 144A; and

      (2) the transferor first delivers to the trustee a written certificate
   (in the form provided in the indenture) to the effect that the notes are
   being transferred to a Person:

          (a) who the transferor reasonably believes to be a qualified
       institutional buyer within the meaning of Rule 144A;

          (b) purchasing for its own account or the account of a qualified
       institutional buyer in a transaction meeting the requirements of Rule
       144A; and

          (c) in accordance with all applicable securities laws of the states
       of the United States and other jurisdictions.

   Beneficial interest in a Rule 144A Global Note may be transferred to a
Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, only if
the transferor first delivers to the trustee a written certificate (in the form
provided in the indenture) to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and
that, if such transfer occurs prior to the expiration of the Restricted Period,
the interest transferred will be held immediately thereafter through Euroclear
or Clearstream.

   Transfers involving exchanges of beneficial interests between the Regulation
S Global Notes and the Rule 144A Global Notes will be effected in DTC by means
of an instruction originated by the trustee through the DTC Deposit/Withdraw at
Custodian system. Accordingly, in connection with any such transfer,
appropriate adjustments will be made to reflect a decrease in the principal
amount of the Regulation S Global Note and a corresponding increase in the
principal amount of the Rule 144A Global Note or vice versa, as applicable. Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an

                                      98



interest in the other Global Note will, upon transfer, cease to be an interest
in such Global Note and will become an interest in the other Global Note and,
accordingly, will thereafter be subject to all transfer restrictions and other
procedures applicable to beneficial interest in such other Global Note for so
long as it remains such an interest. The policies and practices of DTC may
prohibit transfers of beneficial interests in the Regulation S Global Note
prior to the expiration of the Restricted Period.

Same Day Settlement and Payment

   Roundy's will make payments in respect of the notes represented by the
Global Notes (including principal, premium, if any, interest and Liquidated
Damages, if any) by wire transfer of immediately available funds to the
accounts specified by the Global Note Holder. Roundy's will make all payments
of principal, interest and premium and Liquidated Damages, if any, with respect
to Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the Holders of the Certificated Notes or, if no such
account is specified, by mailing a check to each such Holder's registered
address. The notes represented by the Global Notes are expected to be eligible
to trade in the PORTAL(TM) market and to trade in DTC's Same-Day Funds
Settlement System, and any permitted secondary market trading activity in such
notes will, therefore, be required by DTC to be settled in immediately
available funds. Roundy's expects that secondary trading in any Certificated
Notes will also be settled in immediately available funds.

   Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. DTC has advised
Roundy's that cash received in Euroclear or Clearstream as a result of sales of
interests in a Global Note by or through a Euroclear or Clearstream participant
to a Participant in DTC will be received with value on the settlement date of
DTC but will be available in the relevant Euroclear or Clearstream cash account
only as of the business day for Euroclear or Clearstream following DTC's
settlement date.

Registration Rights; Liquidated Damages

   The following description is a summary of the material provisions of the
registration rights agreement. It does not restate that agreement in its
entirety. We urge you to read the proposed form of registration rights
agreement in its entirety because it, and not this description, defines your
registration rights as Holders of these notes. See "--Additional Information."

   Roundy's, the Guarantors and the initial purchasers will enter into the
registration rights agreement on or prior to the closing of this offering.
Pursuant to the registration rights agreement, Roundy's and the Guarantors will
agree to file with the Commission the Exchange Offer Registration Statement on
the appropriate form under the Securities Act with respect to the Exchange
Notes. Upon the effectiveness of the Exchange Offer Registration Statement,
Roundy's and the Guarantors will offer to the Holders of Transfer Restricted
Securities pursuant to the Exchange Offer who are able to make certain
representations the opportunity to exchange their Transfer Restricted
Securities for Exchange Notes.

   If:

      (1) Roundy's and the Guarantors are not

          (a) required to file the Exchange Offer Registration Statement; or

          (b) permitted to consummate the Exchange Offer because the Exchange
       Offer is not permitted by applicable law or Commission policy; or

      (2) any Holder of Transfer Restricted Securities notifies Roundy's prior
   to the 20th day following consummation of the Exchange Offer that:

          (a) it is prohibited by law or Commission policy from participating
       in the Exchange Offer; or

                                      99



          (b) that it may not resell the Exchange Notes acquired by it in the
       Exchange Offer to the public without delivering a prospectus and the
       prospectus contained in the Exchange Offer Registration Statement is not
       appropriate or available for such resales; or

          (c) that it is a broker-dealer and owns notes acquired directly from
       Roundy's or an affiliate of Roundy's,

Roundy's and the Guarantors will use their reasonable best efforts to file with
the Commission a Shelf Registration Statement to cover resales of the notes by
the Holders of the notes who satisfy certain conditions relating to the
provision of information in connection with the Shelf Registration Statement.

   Roundy's and the Guarantors will use their reasonable best efforts to cause
the applicable registration statement to be declared effective as promptly as
possible by the Commission.

   For purposes of the preceding, "Transfer Restricted Securities" means each
note until:

      (1) the date on which such note has been exchanged by a Person other than
   a broker-dealer for an Exchange Note in the Exchange Offer;

      (2) following the exchange by a broker-dealer in the Exchange Offer of a
   note for an Exchange Note, the date on which such Exchange Note is sold to a
   purchaser who receives from such broker-dealer on or prior to the date of
   such sale a copy of the prospectus contained in the Exchange Offer
   Registration Statement;

      (3) the date on which such note has been effectively registered under the
   Securities Act and disposed of in accordance with the Shelf Registration
   Statement; or

      (4) the date on which such note is distributed to the public pursuant to
   Rule 144 under the Securities Act.

   The registration rights agreement will provide that:

      (1) Roundy's and the Guarantors will file an Exchange Offer Registration
   Statement with the Commission on or prior to 90 days after the closing of
   this offering;

      (2) Roundy's and the Guarantors will use their reasonable best efforts to
   have the Exchange Offer Registration Statement declared effective by the
   Commission on or prior to 180 days after the closing of this offering;

      (3) unless the Exchange Offer would not be permitted by applicable law or
   Commission policy, Roundy's and the Guarantors will

          (a) commence the Exchange Offer; and

          (b) use their reasonable best efforts to issue on or prior to 30
       business days, or longer, if required by the federal securities laws,
       after the date on which the Exchange Offer Registration Statement was
       declared effective by the Commission, Exchange Notes in exchange for all
       notes tendered prior thereto in the Exchange Offer; and

      (4) if obligated to file the Shelf Registration Statement, Roundy's and
   the Guarantors will use their reasonable best efforts to file the Shelf
   Registration Statement with the Commission on or prior to 90 days after such
   filing obligation arises and to cause the Shelf Registration to be declared
   effective by the Commission on or prior to 180 days after such obligation
   arises.

   If:

      (1) Roundy's and the Guarantors fail to file any of the registration
   statements required by the registration rights agreement on or before the
   date specified for such filing; or

                                      100



      (2) any of such registration statements is not declared effective by the
   Commission on or prior to the date specified for such effectiveness (the
   "Effectiveness Target Date"); or

      (3) Roundy's and the Guarantors fail to consummate the Exchange Offer
   within 30 business days of the Effectiveness Target Date with respect to the
   Exchange Offer Registration Statement; or

      (4) the Shelf Registration Statement or the Exchange Offer Registration
   Statement is declared effective but thereafter ceases to be effective or
   usable in connection with resales of Transfer Restricted Securities during
   the periods specified in the registration rights agreement (each such event
   referred to in clauses (1) through (4) above, a "Registration Default"),

then Roundy's and the Guarantors will pay Liquidated Damages to each Holder of
notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to $.05 per
week per $1,000 principal amount of notes held by such Holder.

   The amount of the Liquidated Damages will increase by an additional $.05 per
week per $1,000 principal amount of notes with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Liquidated Damages for all Registration Defaults of $.50 per week per
$1,000 principal amount of notes.

   All accrued Liquidated Damages will be paid by Roundy's and the Guarantors
on each Interest Payment Date to the Global Note Holder by wire transfer of
immediately available funds or by federal funds check and to Holders of
Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.

   Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

   Holders of notes will be required to make certain representations to
Roundy's (as described in the registration rights agreement) in order to
participate in the Exchange Offer and will be required to deliver certain
information to be used in connection with the Shelf Registration Statement and
to provide comments on the Shelf Registration Statement within the time periods
set forth in the registration rights agreement in order to have their notes
included in the Shelf Registration Statement and benefit from the provisions
regarding Liquidated Damages set forth above. By acquiring Transfer Restricted
Securities, a Holder will be deemed to have agreed to indemnify Roundy's and
the Guarantors against certain losses arising out of information furnished by
such Holder in writing for inclusion in any Shelf Registration Statement.
Holders of notes will also be required to suspend their use of the prospectus
included in the Shelf Registration Statement under certain circumstances upon
receipt of written notice to that effect from Roundy's.

Governing Law

   The indenture, the notes and the Subsidiary Guarantees will be governed by,
and construed in accordance with, the laws of the State of New York.

Certain Definitions

   Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   "Acquired Debt" means, with respect to any specified Person:

      (1) Indebtedness of any other Person existing at the time such other
   Person is merged with or into or became a Subsidiary of such specified
   Person, whether or not such Indebtedness is incurred in connection with, or
   in contemplation of, such other Person merging with or into, or becoming a
   Subsidiary of, such specified Person; and

                                      101



      (2) Indebtedness secured by a Lien encumbering any asset acquired by such
   specified Person.

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. No Person (other than Roundy's or any
Subsidiary of Roundy's) in whom a Receivables Subsidiary makes an Investment in
connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of Roundy's or any of its Subsidiaries solely by reason of such
Investment.

   "Asset Sale" means:

      (1) the sale, lease, conveyance or other disposition of any assets or
   rights, other than sales of inventory in the ordinary course of business
   consistent with past practices; provided that the sale, conveyance or other
   disposition of all or substantially all of the assets of Roundy's and its
   Restricted Subsidiaries taken as a whole will be governed by the provisions
   of the indenture described above under the caption "--Repurchase at the
   Option of Holders--Change of Control" and/or the provisions described above
   under the caption "--Certain Covenants--Merger, Consolidation or Sale of
   Assets" and not by the provisions of the Asset Sale covenant; and

      (2) the issuance or sale of Equity Interests by any of Roundy's
   Restricted Subsidiaries or the sale of Equity Interests in any of its
   Restricted Subsidiaries.

   Notwithstanding the preceding, none of the following items will be deemed to
be an Asset Sale:

      (1) any single transaction or series of related transactions that
   involves assets having a fair market value of less than $2.0 million;

      (2) a transfer of assets between or among Roundy's and its Restricted
   Subsidiaries;

      (3) an issuance of Equity Interests by a Restricted Subsidiary to
   Roundy's or to another Restricted Subsidiary;

      (4) the sale or lease of equipment, inventory, accounts receivable or
   other assets in the ordinary course of business;

      (5) the sale or other disposition of cash or Cash Equivalents;

      (6) a Restricted Payment or Permitted Investment that is permitted by the
   covenant described above under the caption "--Certain Covenants--Restricted
   Payments;"

      (7) any sale of Equity Interests in, or Indebtedness or other securities
   of, an Unrestricted Subsidiary;

      (8) sales of accounts receivable and related assets of the type specified
   in the definition of "Qualified Receivables Transaction" to a Receivables
   Subsidiary for the fair market value thereof, including cash in an amount at
   least equal to 75% of the book value thereof as determined in accordance
   with GAAP, it being understood that, for the purposes of this clause (8),
   notes received in exchange for the transfer of accounts receivable and
   related assets will be deemed cash if the Receivables Subsidiary or other
   payor is required to repay said notes as soon as practicable from cash
   collections available to the Receivables Subsidiary or other payor less
   amounts required to be established as reserves pursuant to contractual
   agreements with entities that are not Affiliates of Roundy's entered into as
   part of a Qualified Receivables Transaction; and

      (9) transfers of accounts receivable and related assets of the type
   specified in the definition of "Qualified Receivables Transaction" (or a
   fractional undivided interest therein) by a Receivables Subsidiary in a
   Qualified Receivables Transaction.

                                      102



   "Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction is also a Capital Lease
Obligation, it will be treated as such for all purposes under the indenture.

   "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

   "Board of Directors" means:

      (1) with respect to a corporation, the board of directors of the
   corporation;

      (2) with respect to a partnership, the Board of Directors of the general
   partner of the partnership; and

      (3) with respect to any other Person, the board or committee of such
   Person serving a similar function.

   "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

   "Capital Stock" means:

      (1) in the case of a corporation, corporate stock;

      (2) in the case of an association or business entity, any and all shares,
   interests, participations, rights or other equivalents (however designated)
   of corporate stock;

      (3) in the case of a partnership or limited liability company,
   partnership or membership interests (whether general or limited); and

      (4) any other interest or participation that confers on a Person the
   right to receive a share of the profits and losses of, or distributions of
   assets of, the issuing Person.

   "Cash Equivalents" means:

      (1) U.S. dollars;

      (2) securities issued or directly and fully guaranteed or insured by the
   U.S. government or any agency or instrumentality of the U.S. government
   (provided that the full faith and credit of the United States is pledged in
   support of those securities) having maturities of not more than 12 months
   from the date of acquisition;

      (3) certificates of deposit and eurodollar time deposits with maturities
   of 12 months or less from the date of acquisition, bankers' acceptances with
   maturities not exceeding 12 months and overnight bank deposits, in each
   case, with any lender party to the Credit Agreement or with any domestic
   commercial bank having capital and surplus in excess of $500.0 million and a
   Thomson Bank Watch Rating of "B" or better;

      (4) repurchase obligations with a term of not more than seven days for
   underlying securities of the types described in clauses (2) and (3) above
   entered into with any financial institution meeting the qualifications
   specified in clause (3) above;

                                      103



      (5) commercial paper having a rating no lower than "A-2" from Moody's
   Investors Service, Inc. ("Moody's") or "P2" from Standard & Poor's Rating
   Services ("S&P") and in each case maturing within 12 months after the date
   of acquisition;

      (6) money market funds at least 95% of the assets of which constitute
   Cash Equivalents of the kinds described in clauses (1) through (5) of this
   definition; and

      (7) readily marketable direct obligations issued by any state of the
   United States or any political subdivision thereof, in either case having
   one of the two highest rating categories obtainable from either Moody's or
   S&P.

   "Change of Control" means the occurrence of any of the following:

      (1) the direct or indirect sale, transfer, conveyance or other
   disposition (other than by way of merger or consolidation), in one or a
   series of related transactions, of all or substantially all of the
   properties or assets of Roundy's and its Restricted Subsidiaries taken as a
   whole to any "person" (as that term is used in Section 13(d)(3) of the
   Exchange Act) other than a Principal or a Related Party of a Principal;

      (2) the adoption of a plan relating to the liquidation or dissolution of
   Roundy's;

      (3) the consummation of any transaction (including, without limitation,
   any merger or consolidation) the result of which is that any "person" (as
   defined above), other than the Principals and their Related Parties, becomes
   the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
   Stock of Roundy's, measured by voting power rather than number of shares; or

      (4) the first day on which a majority of the members of the Board of
   Directors of Roundy's are not Continuing Directors.

   "Consolidated Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

      (1) an amount equal to any extraordinary loss plus any net loss realized
   by such Person or any of its Restricted Subsidiaries in connection with an
   Asset Sale, to the extent such losses were deducted in computing such
   Consolidated Net Income; plus

      (2) provision for taxes based on income or profits of such Person and its
   Restricted Subsidiaries for such period, to the extent that such provision
   for taxes was deducted in computing such Consolidated Net Income; plus

      (3) consolidated interest expense of such Person and its Restricted
   Subsidiaries for such period, whether paid or accrued and whether or not
   capitalized (including, without limitation, amortization of debt issuance
   costs and original issue discount, non-cash interest payments, the interest
   component of any deferred payment obligations, the interest component of all
   payments associated with Capital Lease Obligations, imputed interest with
   respect to Attributable Debt, commissions, discounts and other fees and
   charges incurred in respect of letter of credit or bankers' acceptance
   financings, and net of the effect of all payments made or received pursuant
   to Hedging Obligations), to the extent that any such expense was deducted in
   computing such Consolidated Net Income; plus

      (4) depreciation, amortization (including amortization of goodwill and
   other intangibles but excluding amortization of prepaid cash expenses that
   were paid in a prior period) and other non-cash items (excluding any such
   non-cash expense to the extent that it represents an accrual of or reserve
   for cash expenses in any future period or amortization of a prepaid cash
   expense that was paid in a prior period) of such Person and its Restricted
   Subsidiaries for such period to the extent that such depreciation,
   amortization and other non-cash items were deducted in computing such
   Consolidated Net Income; plus

      (5) all non-recurring costs and expenses of Roundy's and its Restricted
   Subsidiaries incurred within three months of date of the indenture in
   connection with the Transactions, including the related financing
   transactions; plus

                                      104



      (6) all non-cash charges relating to employee benefit or other management
   compensation plans of Roundy's or any of its Restricted Subsidiaries or any
   non-cash compensation charge arising from any grant of stock, stock options
   or other equity-based awards of Roundy's or any of its Restricted
   Subsidiaries (excluding in each case any non-cash charge to the extent that
   it represents an accrual of or reserve for cash expenses in any future
   period or amortization of a prepaid cash expense incurred in a prior
   period), in each case, to the extent that such non-cash charges were
   deducted in computing such Consolidated Net Income; plus

      (7) all items classified as extraordinary, unusual or nonrecurring
   non-cash losses or charges (including, without limitation, severance,
   relocation and other restructuring costs), and related tax effects according
   to GAAP to the extent such non-cash charges or losses were deducted in
   computing such Consolidated Net Income; minus

      (8) non-cash items increasing such Consolidated Net Income for such
   period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

   "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

      (1) the Net Income of any Person that is not a Restricted Subsidiary or
   that is accounted for by the equity method of accounting will be included
   only to the extent of the amount of dividends or distributions paid in cash
   to the specified Person or a Restricted Subsidiary of the Person;

      (2) the Net Income of any Restricted Subsidiary will be excluded to the
   extent that the declaration or payment of dividends or similar distributions
   by that Restricted Subsidiary of that Net Income is not at the date of
   determination permitted without any prior governmental approval (that has
   not been obtained) or, directly or indirectly, by operation of the terms of
   its charter or any agreement, instrument, judgment, decree, order, statute,
   rule or governmental regulation applicable to that Restricted Subsidiary or
   its stockholders (except to the extent of the amount of dividends or
   distributions that have actually been paid in the calculation period);

      (3) the Net Income of any Person acquired in a pooling of interests
   transaction for any period prior to the date of such acquisition will be
   excluded;

      (4) the cumulative effect of a change in accounting principles will be
   excluded; and

      (5) the net loss of any Person that is not a Restricted Subsidiary will
   be excluded.

   "Consolidated Net Tangible Assets" means, with respect to Roundy's, the
total of all assets appearing on the consolidated balance sheet of Roundy's and
its majority owned or Wholly Owned Restricted Subsidiaries, as determined on a
consolidated basis in accordance with GAAP, but excluding (i) the book amount
of all segregated intangible assets, (ii) all depreciation, valuation and other
reserves, (iii) current liabilities, (iv) any minority interest in the stock
and surplus of Restricted Subsidiaries, (v) investments in subsidiaries that
are not Restricted Subsidiaries, (vi) deferred income and deferred liabilities
and (vii) other items deductible under generally accepted accounting principles.

   "Consolidated Net Worth" means, with respect to any specified Person as of
any date, the sum of:

      (1) the consolidated equity of the common stockholders of such Person and
   its consolidated Subsidiaries as of such date; plus

      (2) the respective amounts reported on such Person's balance sheet as of
   such date with respect to any series of preferred stock (other than
   Disqualified Stock) that by its terms is not entitled to the payment of

                                      105



   dividends unless such dividends may be declared and paid only out of net
   earnings in respect of the year of such declaration and payment, but only to
   the extent of any cash received by such Person upon issuance of such
   preferred stock.

   "Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of Roundy's who:

      (1) was a member of such Board of Directors on the date of the indenture;
   or

      (2) was nominated for election or elected to such Board of Directors with
   the approval of a majority of the Continuing Directors who were members of
   such Board at the time of such nomination or election.

   "Credit Agreement" means that certain Credit Agreement, expected to be dated
as of June 6, 2002 by and among Roundy's, Bear Stearns Corporate Lending Inc.
and Canadian Imperial Bank of Commerce, providing for up to $375,000,000 of
borrowings (including the term loans and revolving loans thereunder), including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings
thereunder or adding Subsidiaries of Roundy's as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

   "Credit Facilities" means, one or more debt facilities or indentures
(including, without limitation, the Credit Agreement or any other Revolving
Credit Facility or Term Loan Facility) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables), letters of credit or other
long-term indebtedness, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.

   "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

   "Designated Non-Cash Consideration" means any non-cash consideration
received by Roundy's or any of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Non-Cash Consideration pursuant
to an officers' certificate setting forth the fair market value of such
non-cash consideration and the basis of the valuation.

   "Designated Senior Debt" means:

      (1) any Indebtedness outstanding under the Credit Agreement; and

      (2) after payment in full of all Obligations under the Credit Agreement,
   any other Senior Debt permitted under the indenture the principal amount of
   which is $25.0 million or more and that has been designated by Roundy's as
   "Designated Senior Debt."

   "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the notes mature; provided that if
such Capital Stock is issued to any employee or to any plan for the benefit of
employees of Roundy's or any of its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by Roundy's or such Subsidiary in
order to satisfy applicable statutory or regulatory obligations or as a result
of such employee's death or disability. Notwithstanding the preceding sentence,
any

                                      106



Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require Roundy's to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock
provide that Roundy's may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the covenant described above under the caption "--Certain Covenants--Restricted
Payments."

   "Domestic Subsidiary" means any Restricted Subsidiary of Roundy's that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of Roundy's.

   "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

   "Equity Offering" means (1) a public offering of common equity securities or
(2) a private placement of common equity securities yielding gross proceeds to
the issuer of at least $25.0 million, in each case, as applicable, effected by
Roundy's or Roundy's direct or indirect parent company (so long as the proceeds
of such equity offering are substantially concurrently contributed to Roundy's).

   "Excluded Contributions" means the net cash proceeds received by Roundy's
after the date of the indenture from (a) contributions to its common equity
capital and (b) the sale (other than to a Subsidiary or to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of Roundy's or any of its Subsidiaries) of Capital Stock
(other than Disqualified Stock) of Roundy's, in each case designated within 60
days of the receipt of such net cash proceeds as Excluded Contributions
pursuant to an officers' certificate.

   "Existing Indebtedness" means Indebtedness of Roundy's and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of the indenture, until such amounts are repaid.

   "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

      (1) the consolidated interest expense of such Person and its Restricted
   Subsidiaries for such period, whether paid or accrued, including, without
   limitation, amortization of debt issuance costs and original issue discount,
   non-cash interest payments, the interest component of any deferred payment
   obligations, the interest component of all payments associated with Capital
   Lease Obligations, imputed interest with respect to Attributable Debt,
   commissions, discounts and other fees and charges incurred in respect of
   letter of credit or bankers' acceptance financings, and net of the effect of
   all payments made or received pursuant to Hedging Obligations (excluding
   amortization of debt issuance costs associated with the Transactions); plus

      (2) the consolidated interest of such Person and its Restricted
   Subsidiaries that was capitalized during such period; plus

      (3) any interest expense on Indebtedness of another Person (other than an
   Investee Store) that is Guaranteed by such Person or one of its Restricted
   Subsidiaries or secured by a Lien on assets of such Person or one of its
   Restricted Subsidiaries, whether or not such Guarantee or Lien is called
   upon; plus

      (4) the product of (a) all dividends, whether paid or accrued and whether
   or not in cash, on any series of preferred stock of such Person or any of
   its Restricted Subsidiaries (but for the sake of clarity, not of Holdings),
   other than dividends on Equity Interests payable solely in Equity Interests
   of Roundy's (other than Disqualified Stock) or to Roundy's or a Restricted
   Subsidiary of Roundy's, times (b) (i) if such Person is not a taxable entity
   for U.S. federal income tax purposes, one and (ii) if such Person is such a
   taxable entity, a fraction, the numerator of which is one and the
   denominator of which is one minus the then current combined federal, state
   and local effective tax rate of such Person, expressed as a decimal, in each
   case, on a consolidated basis and in accordance with GAAP.

                                      107



   "Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

   In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

      (1) acquisitions that have been made by the specified Person or any of
   its Restricted Subsidiaries, including through mergers or consolidations and
   including any related financing transactions, during the four-quarter
   reference period or subsequent to such reference period and on or prior to
   the Calculation Date will be given pro forma effect as if they had occurred
   on the first day of the four-quarter reference period and Consolidated Cash
   Flow for such reference period will be calculated on a pro forma basis in
   accordance with Regulation S-X under the Securities Act (including any Pro
   Forma Cost Savings), but without giving effect to clause (3) of the proviso
   set forth in the definition of Consolidated Net Income;

      (2) the Consolidated Cash Flow attributable to discontinued operations,
   as determined in accordance with GAAP, and operations or businesses disposed
   of prior to the Calculation Date, will be excluded from the four-quarter
   reference period on a pro forma basis (as provided above);

      (3) the Fixed Charges attributable to discontinued operations, as
   determined in accordance with GAAP, and operations or businesses disposed of
   prior to the Calculation Date, will be excluded from the four-quarter
   reference period on a pro forma basis (as provided above), but only to the
   extent that the obligations giving rise to such Fixed Charges will not be
   obligations of the specified Person or any of its Restricted Subsidiaries
   following the Calculation Date; and

      (4) if since the beginning of such period any Person that subsequently
   became a Restricted Subsidiary or was merged with or into Roundy's or any
   Restricted Subsidiary since the beginning of such period shall have made any
   Investment, acquisition, disposition, discontinued operation, merger or
   consolidation that would have required adjustment pursuant to this
   definition, then the Fixed Charge Coverage Ratio shall be calculated giving
   pro forma effect thereto for such period as if such Investment, acquisition,
   disposition, discontinued operation, merger or consolidation had occurred at
   the beginning of the applicable four-quarter period.

   "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

   "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

   "Guarantors" means each of:

      (1) Roundy's direct and indirect Domestic Subsidiaries existing on the
   date of the indenture; and

      (2) any other subsidiary that executes a Subsidiary Guarantee in
   accordance with the provisions of the indenture;

and their respective successors and assigns.

                                      108



   "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

      (1) interest rate swap agreements, interest rate cap agreements and
   interest rate collar agreements; and

      (2) other agreements or arrangements designed to protect such Person
   against fluctuations in interest rates, currency exchange rates or commodity
   prices.

   "Holdings" means Roundy's Acquisition Corp., a Delaware Corporation.

   "Indebtedness" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent:

      (1) in respect of borrowed money;

      (2) evidenced by bonds, notes, debentures or similar instruments or
   letters of credit (or reimbursement agreements in respect thereof);

      (3) in respect of banker's acceptances;

      (4) representing Capital Lease Obligations;

      (5) representing the balance deferred and unpaid of the purchase price of
   any property, except any such balance that constitutes an accrued expense or
   trade payable; or

      (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

   The amount of any Indebtedness outstanding as of any date will be:

      (1) the accreted value of the Indebtedness, in the case of any
   Indebtedness issued with original issue discount; and

      (2) the principal amount of the Indebtedness, together with any interest
   on the Indebtedness that is more than 30 days past due, in the case of any
   other Indebtedness.

   "Investee Store" means, a Person in which Roundy's or any of its Restricted
Subsidiaries has invested equity capital, to which it has made loans or for
which it has guaranteed loans, in any such case in accordance with the business
practice of Roundy's and its Restricted Subsidiaries of making equity
investments in, making loans to or guaranteeing loans made to Persons in
acquiring, remodeling, refurbishing, expanding or operating one or more retail
grocery stores.

   "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If Roundy's or
any Subsidiary of Roundy's sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary of Roundy's such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of Roundy's, Roundy's will be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of
Roundy's

                                      109



Investments in such Subsidiary that were not sold or disposed of in an amount
determined as provided in the final paragraph of the covenant described above
under the caption "--Certain Covenants--Restricted Payments." The acquisition
by Roundy's or any Restricted Subsidiary of Roundy's of a Person that holds an
Investment in a third Person will be deemed to be an Investment by Roundy's or
such Subsidiary in such third Person in an amount equal to the fair market
value of the Investments held by the acquired Person in such third Person in an
amount determined as provided in the final paragraph of the covenant described
above under the caption "--Certain Covenants--Restricted Payments."

   "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

   "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

      (1) any gain or loss, together with any related provision for taxes on
   such gain or loss, realized in connection with: (a) any Asset Sale; or (b)
   the disposition of any securities by such Person or any of its Restricted
   Subsidiaries or the extinguishment of any Indebtedness of such Person or any
   of its Restricted Subsidiaries; and

      (2) any extraordinary gain or loss, together with any related provision
   for taxes on such extraordinary gain or loss.

   "Net Proceeds" means the aggregate cash proceeds received by Roundy's or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP for adjustment in
respect of any liabilities associated with such asset or assets and retained by
Roundy's after such sale or other disposition thereof, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction.

   "Non-Recourse Debt" means Indebtedness:

      (1) as to which neither Roundy's nor any of its Restricted Subsidiaries
   (a) provides credit support of any kind (including any undertaking,
   agreement or instrument that would constitute Indebtedness), (b) is directly
   or indirectly liable as a guarantor or otherwise, or (c) constitutes the
   lender;

      (2) no default with respect to which (including any rights that the
   holders of the Indebtedness may have to take enforcement action against an
   Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
   holder of any other Indebtedness (other than the notes) of Roundy's or any
   of its Restricted Subsidiaries to declare a default on such other
   Indebtedness or cause the payment of the Indebtedness to be accelerated or
   payable prior to its stated maturity; and

      (3) as to which the lenders have been notified in writing that they will
   not have any recourse to the stock or assets of Roundy's or any of its
   Restricted Subsidiaries.

   "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.


                                      110



   "Permitted Business" means the lines of business conducted by Roundy's and
its Subsidiaries on the date of the indenture and any businesses similar,
related, incidental or ancillary thereto or that constitutes a reasonable
extension or expansion thereof.

   "Permitted Investments" means:

      (1) any Investment in Roundy's or in a Restricted Subsidiary of Roundy's
   that is a Guarantor;

      (2) any Investment in Cash Equivalents;

      (3) any Investment by Roundy's or any Subsidiary of Roundy's in a Person,
   if as a result of such Investment:

          (a) such Person becomes a Restricted Subsidiary of Roundy's and a
       Guarantor; or

          (b) such Person is merged, consolidated or amalgamated with or into,
       or transfers or conveys substantially all of its assets to, or is
       liquidated into, Roundy's or a Restricted Subsidiary of Roundy's that is
       a Guarantor;

      (4) any Investment made as a result of the receipt of non-cash
   consideration from an Asset Sale that was made pursuant to and in compliance
   with the covenant described above under the caption "--Repurchase at the
   Option of Holders--Asset Sales;"

      (5) any Investment the payment for which consists solely of Equity
   Interests (other than Disqualified Stock) of Roundy's;

      (6) any Investments received in compromise of obligations of such persons
   incurred in the ordinary course of trade creditors or customers that were
   incurred in the ordinary course of business, including pursuant to any plan
   of reorganization or similar arrangement upon the bankruptcy or insolvency
   of any trade creditor or customer;

      (7) Hedging Obligations;

      (8) any Investments in direct financing leases for equipment and real
   estate owned or leased by Roundy's and leased to its customers in the
   ordinary course of business consistent with past practice;

      (9) Investments in Investee Stores either in the form of equity, loans or
   other extensions of credit having an aggregate fair market value (measured
   on the date each such Investment was made and without giving effect to
   subsequent changes in value), when taken together with all other Investments
   made pursuant to this clause (9) that are at that time outstanding not to
   exceed 5.0% of Roundy's Consolidated Net Tangible Assets; and

      (10) any Investment existing on the date of the indenture;

      (11) advances to employees and officers or loans to managerial employees
   for the purchase of Equity Interests, in all such cases not to exceed $3.0
   million at any one time outstanding;

      (12) any Investment acquired by the Company or any of its Restricted
   Subsidiaries:

          (a) in exchange for any other Investment or accounts receivable held
       by the Company or any such Restricted Subsidiary in connection with or
       as a result of a bankruptcy, workout, reorganization or recapitalization
       of the issuer of such other Investment or accounts receivable, or

          (b) as a result of a foreclosure by the Company or any of its
       Restricted Subsidiaries with respect to any secured Investment or other
       transfer of title with respect to any secured Investment in default;

      (13) Investments consisting of the licensing or contribution of
   intellectual property pursuant to joint marketing arrangements with other
   Persons;

      (14) Investments consisting of purchase and acquisitions of inventory,
   supplies, materials and equipment or licenses or leases of intellectual
   property, in any case, in the ordinary course of business;

                                      111



      (15) Guarantees by Roundy's or any of its Restricted Subsidiaries of
   Indebtedness otherwise permitted to be incurred by Roundy's or a Restricted
   Subsidiary, as the case may be, under the indenture;

      (16) so long as no Default has occurred and is continuing or would be
   caused thereby, Investments that are made with Excluded Contributions;

      (17) the acquisition by a Receivables Subsidiary in connection with a
   Qualified Receivables Transaction of Equity Interests of a trust or other
   Person established by such Receivables Subsidiary to effect such Qualified
   Receivables Transaction; and any other Investment by Roundy's or a
   Subsidiary of Roundy's in a Receivables Subsidiary or any Investment by a
   Receivables Subsidiary in any other Person in connection with a Qualified
   Receivables Transaction; provided, that such other Investment is in the form
   of a note or other instrument that the Receivables Subsidiary or other
   Person is required to repay as soon as practicable from cash collections
   available to such Receivables Subsidiary or other Person less amounts
   required to be established as reserves pursuant to contractual agreements
   with entities that are not Affiliates of Roundy's entered into as part of a
   Qualified Receivables Transaction;

      (18) Investments made in the ordinary course of business and consistent
   with past practice in Badger Assurance Ltd. which are made for the purpose
   of funding the insurance requirements of Roundy's and its Subsidiaries
   having an aggregate fair market value (measured on the date each such
   Investment was made and without giving effect to subsequent changes in
   value), when taken together with all other Investments made pursuant to this
   clause (18) that are at that time outstanding not to exceed 0.65% of
   Roundy's net sales and service fees for Roundy's most recently ended four
   full quarters for which internal financial statements are available
   immediately preceding the date on which such Investment is made; and

      (19) other Investments in any Person other than Holdings or an Affiliate
   of Holdings that is not also a Subsidiary of Roundy's having an aggregate
   fair market value (measured on the date each such Investment was made and
   without giving effect to subsequent changes in value), when taken together
   with all other Investments made pursuant to this clause (19) that are at
   that time outstanding not to exceed $25.0 million.

   "Permitted Junior Securities" means:

      (1) Equity Interests in Roundy's or any Guarantor; or

      (2) debt securities that are subordinated to all Senior Debt and any debt
   securities issued in exchange for Senior Debt to substantially the same
   extent as, or to a greater extent than, the notes and the Subsidiary
   Guarantees are subordinated to Senior Debt under the indenture.

   "Permitted Liens" means:

      (1) Liens securing Senior Debt and other obligations with respect thereto
   that were permitted by the terms of the indenture to be incurred;

      (2) Liens in favor of Roundy's or any Restricted Subsidiary;

      (3) Liens on property of a Person existing at the time such Person is
   merged with or into or consolidated with Roundy's or any Subsidiary of
   Roundy's; provided that such Liens were in existence prior to the
   contemplation of such merger or consolidation and do not extend to any
   assets other than those of the Person merged into or consolidated with
   Roundy's or the Subsidiary;

      (4) Liens on property existing at the time of acquisition of the property
   by Roundy's or any Subsidiary of Roundy's, provided that such Liens were in
   existence prior to the contemplation of such acquisition;

      (5) Liens to secure the performance of statutory obligations, surety or
   appeal bonds, performance bonds or other obligations of a like nature
   incurred in the ordinary course of business;

      (6) Liens to secure Indebtedness (including Capital Lease Obligations)
   permitted by clause (5) of the second paragraph of the covenant entitled
   "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
   Stock" covering only the assets acquired with such Indebtedness;

                                      112



      (7) Liens existing on the date of the indenture;

      (8) Liens for taxes, assessments or governmental charges or claims that
   are not yet delinquent or that are being contested in good faith by
   appropriate proceedings promptly instituted and diligently concluded,
   provided that any reserve or other appropriate provision as is required in
   conformity with GAAP has been made therefor;

      (9) Liens incurred in the ordinary course of business of Roundy's or any
   Subsidiary of Roundy's with respect to obligations that do not exceed $10.0
   million at any one time outstanding;

      (10) Liens on assets of Unrestricted Subsidiaries that secure
   Non-Recourse Debt of Unrestricted Subsidiaries;

      (11) Liens incurred or deposits made in the ordinary course of business
   in connection with worker's compensation, unemployment insurance and other
   types of social security, including any Lien securing letters of credit
   issued in the ordinary course of business consistent with past practice in
   connection therewith, or to secure the performance of tenders, statutory
   obligations, surety and appeal bonds, bids, leases, government contracts,
   performance and return-of-money bonds and other similar obligations
   (exclusive of obligations for the payment of borrowed money) incurred in the
   ordinary course of business;

      (12) judgment Liens not giving rise to an Event of Default;

      (13) Liens upon specific items of inventory or other goods and proceeds
   of any Person securing such Person's obligations in respect of banker's
   acceptances issued or created for the account of such Person to facilitate
   the purchase, shipment or storage of such inventory or other goods;

      (14) Liens securing reimbursement obligations with respect to commercial
   letters of credit which encumber documents and other property relating to
   such letters of credit and products and proceeds thereof;

      (15) Liens encumbering deposits made to secure obligations arising from
   statutory, regulatory, contractual, or warranty requirements of Roundy's or
   any of its Restricted Subsidiaries, including rights of offset and set-off;

      (16) Liens arising from filing Uniform Commercial Code financing
   statements regarding leases;

      (17) Liens securing the notes and the Guarantees;

      (18) Liens securing Hedging Obligations that are permitted by the
   indenture to be incurred;

      (19) banker's Liens and rights of set-off;

      (20) statutory Liens of landlords and Liens of carriers, warehousemen,
   mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
   incurred in the ordinary course of business for sums not yet delinquent or
   being contested in good faith, if such reserve or other appropriate
   provision, if any, as shall be required by GAAP shall have been made in
   respect thereof; and

      (21) Liens on assets of Roundy's, any Subsidiary of Roundy's or a
   Receivables Subsidiary incurred in connection with a Qualified Receivables
   Transaction.

   "Permitted Refinancing Indebtedness" means any Indebtedness of Roundy's or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of Roundy's or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

      (1) the principal amount (or accreted value, if applicable) of such
   Permitted Refinancing Indebtedness does not exceed the principal amount (or
   accreted value, if applicable) of the Indebtedness extended, refinanced,
   renewed, replaced, defeased or refunded (plus all accrued interest on the
   Indebtedness and the amount of all expenses and premiums incurred in
   connection therewith and in connection with such refinancing);

                                      113



      (2) such Permitted Refinancing Indebtedness has a Weighted Average Life
   to Maturity equal to or greater than the Weighted Average Life to Maturity
   of, the Indebtedness being extended, refinanced, renewed, replaced, defeased
   or refunded;

      (3) if the Indebtedness being extended, refinanced, renewed, replaced,
   defeased or refunded is subordinated in right of payment to the notes, such
   Permitted Refinancing Indebtedness has a final maturity date equal to or
   later than the final maturity date of, and is subordinated in right of
   payment to, the notes on terms at least as favorable to the Holders of notes
   as those contained in the documentation governing the Indebtedness being
   extended, refinanced, renewed, replaced, defeased or refunded; and

      (4) such Indebtedness is incurred either by Roundy's or by the Restricted
   Subsidiary who is the obligor on the Indebtedness being extended,
   refinanced, renewed, replaced, defeased or refunded.

   "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

   "Principals" means Willis Stein & Partners III, L.P.

   "Pro Forma Cost Savings" means, with respect to any period, the reduction in
costs and related adjustments associated with the acquisition of a business
that are attributable to that period and that (i) are calculated on a basis
that is consistent with Regulation S-X under the Securities Act as in effect
and applied as of the date of the indenture or (ii) have actually been
implemented by the business that was the subject of the acquisition within six
months of the date of the acquisition and prior to the calculation date and
that are supportable and quantifiable by the underlying accounting records of
such business and are described in an officers' certificate, as if, in the case
of each of clause (i) and (ii), all such reductions in cost and related
adjustments had been effected as of the beginning of such period.

   "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by Roundy's or any of its Subsidiaries pursuant to
which Roundy's or any of its Subsidiaries sells, conveys or otherwise transfers
to (i) a Receivables Subsidiary (in the case of a transfer by Roundy's or any
of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a
Receivables Subsidiary), or grants a security interest in, any accounts
receivable (whether now existing or arising in the future) of Roundy's or any
of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts
receivable.

   "Receivables Subsidiary" means a Subsidiary of Roundy's which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of Roundy's (as provided
below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any
other Obligations (contingent or otherwise) of which (i) is guaranteed by
Roundy's or any Subsidiary of Roundy's (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates Roundy's or any Subsidiary of
Roundy's in any way other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction or (iii) subjects any
property or asset of Roundy's or any Subsidiary of Roundy's (other than
accounts receivable and related assets as provided in the definition of
"Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction, (b) with which
neither Roundy's nor any Subsidiary of Roundy's has any material contract,
agreement, arrangement or understanding other than on terms no less favorable
to Roundy's or such Subsidiary

                                      114



than those that might be obtained at the time from Persons who are not
Affiliates of Roundy's, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable and (c) with which
neither Roundy's nor any Subsidiary of Roundy's has any obligation to maintain
or preserve such Subsidiary's financial condition or cause such Subsidiary to
achieve certain levels of operating results. Any such designation by the Board
of Directors of Roundy's will be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of
Roundy's giving effect to such designation and an officers' certificate
certifying that such designation complied with the foregoing conditions.

   "Related Party" means:

      (1) any direct or indirect controlling stockholder or general partner,
   50% (or more) owned Subsidiary, or immediate family member (in the case of
   an individual) of any Principal;

      (2) any trust, corporation, partnership or other entity, the
   beneficiaries, stockholders, partners, owners or Persons beneficially
   holding a 50% or more controlling interest of which consist of any one or
   more Principals and/or such other Persons referred to in the immediately
   preceding clause (1); or

      (3) any limited partnership of which a Principal or one of its Affiliates
   is a general partner.

   "Restricted Investment" means an Investment other than a Permitted
Investment.

   "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

   "Revolving Credit Facility" means any revolving credit or similar facility
contained in the Credit Agreement and any other revolving credit or similar
facility entered into by Roundy's or its Restricted Subsidiaries from time to
time.

   "Senior Debt" means:

      (1) all Indebtedness of Roundy's or any Guarantor outstanding under
   Credit Facilities and all Hedging Obligations with respect thereto, whether
   outstanding on the date of the indenture or incurred thereafter;

      (2) any other Indebtedness of Roundy's or any Guarantor permitted to be
   incurred under the terms of the indenture, unless the instrument under which
   such Indebtedness is incurred expressly provides that it is on a parity with
   or subordinated in right of payment to the notes or any Subsidiary
   Guarantee; and

      (3) all Obligations with respect to the items listed in the preceding
   clauses (1) and (2) (including any interest accruing subsequent to the
   filing of a petition of bankruptcy at the rate provided for in the
   documentation with respect thereto, whether or not such interest is an
   allowed claim under applicable law).

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

      (1) any liability for federal, state, local or other taxes owed or owing
   by Roundy's or any Guarantor;

      (2) any intercompany Indebtedness of Roundy's or any of its Subsidiaries
   to Roundy's;

      (3) any trade payables;

      (4) the portion of any Indebtedness that is incurred in violation of the
   indenture; or

      (5) Non-Recourse Debt.

   "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation was in effect on the date of
the indenture.

   "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

                                      115



   "Subsidiary" means, with respect to any specified Person:

      (1) any corporation, association or other business entity of which more
   than 50% of the total voting power of shares of Capital Stock entitled
   (without regard to the occurrence of any contingency) to vote in the
   election of directors, managers or trustees of the corporation, association
   or other business entity is at the time owned or controlled, directly or
   indirectly, by that Person or one or more of the other Subsidiaries of that
   Person (or a combination thereof); and

      (2) any partnership (a) the sole general partner or the managing general
   partner of which is such Person or a Subsidiary of such Person or (b) the
   only general partners of which are that Person or one or more Subsidiaries
   of that Person (or any combination thereof).

   "Surety Obligations" means the incurrence by Roundy's or any of its
Guarantors of obligations in respect of performance and surety bonds and
completion guarantees obtained by Roundy's in the ordinary course of business.

   "Term Loan Facility" means the term loan facility contained in the Credit
Agreement and any other facility or financing arrangement that refinances, in
whole or in part, any such term loan facility.

   "Transactions" shall have the meaning assigned to it in Roundy's offering
memorandum of the Existing Notes, dated May 23, 2002.

   "Unrestricted Subsidiary" means any Subsidiary of Roundy's that is
designated by the Board of Directors of Roundy's as an Unrestricted Subsidiary
pursuant to a resolution, but only to the extent that such Subsidiary:

      (1) has no Indebtedness other than Non-Recourse Debt;

      (2) is not party to any agreement, contract, arrangement or understanding
   with Roundy's or any Restricted Subsidiary of Roundy's unless the terms of
   any such agreement, contract, arrangement or understanding are no less
   favorable to Roundy's or such Restricted Subsidiary than those that might be
   obtained at the time from Persons who are not Affiliates of Roundy's;

      (3) is a Person with respect to which neither Roundy's nor any of its
   Restricted Subsidiaries has any direct or indirect obligation (a) to
   subscribe for additional Equity Interests or (b) to maintain or preserve
   such Person's financial condition or to cause such Person to achieve any
   specified levels of operating results;

      (4) has not guaranteed or otherwise directly or indirectly provided
   credit support for any Indebtedness of Roundy's or any of its Restricted
   Subsidiaries; and

      (5) has at least one director on its Board of Directors that is not a
   director or executive officer of Roundy's or any of its Restricted
   Subsidiaries and has at least one executive officer that is not a director
   or executive officer of Roundy's or any of its Restricted Subsidiaries.

   Any designation of a Subsidiary of Roundy's as an Unrestricted Subsidiary
will be evidenced to the trustee by filing with the trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under
the caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Roundy's
as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
Roundy's will be in default of such covenant. The Board of Directors of
Roundy's may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of Roundy's of any
outstanding Indebtedness of such

                                      116



Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under the covenant described under the caption
"--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock," calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; and (2) no Default or Event
of Default would be in existence following such designation.

   "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

   "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

      (1) the sum of the products obtained by multiplying (a) the amount of
   each then remaining installment, sinking fund, serial maturity or other
   required payments of principal, including payment at final maturity, in
   respect of the Indebtedness, by (b) the number of years (calculated to the
   nearest one-twelfth) that will elapse between such date and the making of
   such payment; by

      (2) the then outstanding principal amount of such Indebtedness.

   "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

                                      117



                MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

   The following is a summary of material U.S. federal income tax consequences
of the acquisition, ownership and disposition of the notes, but does not
purport to be a complete analysis of all the potential tax considerations. This
summary is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Department regulations promulgated or proposed thereunder
and administrative and judicial interpretations thereof, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis.
This summary is limited to the tax consequences of those persons who are
original beneficial owners of the notes, who purchase notes at their original
issue price for cash and who hold such notes as capital assets within the
meaning of Section 1221 of the Code ("Holders"). This summary does not purport
to deal with all aspects of U.S. federal income taxation that might be relevant
to particular Holders in light of their particular investment circumstances or
status, nor does it address specific tax consequences that may be relevant to
particular persons (including, for example, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations and persons that
have a functional currency other than the U.S. Dollar or persons in special
situations, such as those who have elected to mark securities to market or
those who hold notes as part of a straddle, hedge, conversion transaction or
other integrated investment). In addition, this summary does not address U.S.
federal alternative minimum tax consequences or consequences under the tax laws
of any state, local or foreign jurisdiction. We have not sought any ruling from
the Internal Revenue Service (the "IRS") with respect to the statements made
and the conclusions reached in this summary, and we cannot assure you that the
IRS will agree with such statements and conclusions.

   Because the consequences of holding notes may be impacted by the particular
set of facts and circumstances that apply to a prospective noteholder holder,
prospective purchasers of the notes are encouraged to consult their tax
advisors concerning the U.S. federal income taxation and other tax consequences
to them of acquiring, owning and disposing of the notes, as well as the
application of state, local and foreign income and other tax laws.

U.S. Federal Income Taxation of U.S. Holders

   The following summary is limited to the U.S. federal income tax consequences
relevant to a Holder that is (i) a citizen or individual resident of the United
States; (ii) a corporation or other entity taxable as a corporation created or
organized under the laws of the United States or any political subdivision
thereof; (iii) an estate, the income of which is subject to U.S. federal income
tax regardless of the source or (iv) a trust, if a court within the United
States is able to exercise primary supervision over the trust's administration
and one or more U.S. persons have the authority to control all its substantial
decisions or if a valid election to be treated as a U.S. person is in effect
with respect to such trust (a "U.S. Holder").

   A "Non-U.S. Holder" is a Holder that is neither a U.S. Holder nor a
partnership for U.S. federal income tax purposes.

   A partnership for U.S. federal income tax purposes is not subject to income
tax on income derived from holding the notes. A partner of the partnership may
be subject to tax on such income under rules similar to the rules for U.S.
Holders or non-U.S. Holders depending on whether (i) the partner is a U.S. or a
non-U.S. person, and (ii) the partnership is or is not engaged in a U.S. trade
or business to which income or gain from the notes is effectively connected. If
you are a partner of a partnership acquiring the notes, you are encouraged to
consult your tax advisor about the U.S. federal income tax consequences of
holding and disposing of the notes.

  Payment of Interest

   The semi-annual payments of interest on the notes will be "qualified stated
interest," and will generally be includable in the income of a U.S. Holder in
accordance with the U.S. Holder's regular method of accounting for U.S. federal
income tax purposes.

                                      118



  Disposition of Notes

   Upon the sale, exchange, redemption or other disposition of a note, a U.S.
Holder generally will recognize taxable gain or loss equal to the difference
between (i) the sum of cash plus the fair market value of all other property
received on such disposition (except to the extent such cash or property is
attributable to accrued but unpaid interest, which is treated as interest as
described above) and (ii) such Holder's adjusted tax basis in the note. A U.S.
Holder's adjusted tax basis in a note generally will equal the cost of the note
to such Holder, less any principal payments received by such Holder.

   Gain or loss recognized on the disposition of a note generally will be
capital gain or loss, and will be long-term capital gain or loss if, at the
time of such disposition, the U.S. Holder's holding period for the note is more
than 12 months. The maximum federal long-term capital gain rate is 20% for
noncorporate U.S. Holders and 35% for corporate U.S. Holders. The deductibility
of capital losses by U.S. Holders is subject to limitations.

  Exchange of Notes

   The exchange of notes for registered notes in the exchange offer will not
constitute a taxable event for U.S. Holders. Consequently, a U.S. Holder will
not recognize gain upon receipt of a registered note in exchange for notes in
the exchange offer, the U.S. Holder's basis in the registered note received in
the exchange offer will be the same as its basis in the corresponding note
immediately before the exchange and the U.S. Holder's holding period in the
registered note will include its holding period in the original note.

   We are obligated to pay additional interest on the notes under certain
circumstances described under "Description of Notes--Registration Rights;
Liquidated Damages." Although the matter is not free from doubt, such
additional interest should be taxable as ordinary income at the time it accrues
or is received in accordance with the U.S. Holder's regular method of
accounting for federal income tax purposes. It is possible, however, that the
IRS may take a different position, in which case the timing and amount of
income inclusion may be different from that described above. U.S. Holders are
encouraged to consult their own tax advisors about payments of additional
interest.

U.S. Federal Income Taxation of Non-U.S. Holders

  Payment of Interest

   Subject to the discussion of backup withholding below, payments of principal
and interest on the notes by us or any of our agents to a Non-U.S. Holder will
not be subject to U.S. federal withholding tax, provided that:

      (1) the Non-U.S Holder does not, directly or indirectly, actually or
   constructively own 10% or more of the total combined voting power of all
   classes of our stock entitled to vote;

      (2) the Non-U.S. Holder is not a controlled foreign corporation for U.S.
   federal income tax purposes that is related to us through stock ownership;

      (3) the Non-U.S. Holder is not a bank described in Section 881(c)(3)(A)
   of the Code; and

      (4) either (a) the beneficial owner of the notes certifies to us or our
   agent on IRS Form W-8BEN (or a suitable substitute form or successor form),
   under penalties of perjury, that it is not a "U.S. person" (as defined in
   the Code) and provides its name and address, or (b) a securities clearing
   organization, bank or other financial institution that holds customers'
   securities in the ordinary course of its trade or business (a "financial
   institution") and holds the notes on behalf of the beneficial owner
   certifies to us or our agent, under penalties of perjury, that such a
   statement has been received from the beneficial owner by it or by a
   financial institution between it and the beneficial owner and furnishes us
   with a copy thereof (the "Portfolio Interest Exemption").

   If a Non-U.S. Holder cannot satisfy the requirements of the Portfolio
Interest Exemption, payments of interest made to such Non-U.S. Holder will be
subject to a 30% withholding tax unless the beneficial owner of the note
provides us or our agent, as the case may be, with a properly executed:

                                      119



      (1) IRS Form W-8BEN (or successor form) claiming an exemption from
   withholding under the benefit of a tax treaty (a "Treaty Exemption"), or

      (2) IRS Form W-8ECI (or successor form) stating that interest paid on the
   note is not subject to withholding tax because it is U.S. trade or business
   income to the beneficial owner.

   The certification requirement described above also may require a non-U.S.
Holder that provides an IRS form, or that claims a Treaty Exemption, to provide
its U.S. taxpayer identification number. The applicable regulations generally
also require, in the case of a note held by a foreign partnership, that:

      (1) the certification described above be provided by the partners, and

      (2) the partnership provide certain information, which may include a U.S.
   taxpayer identification number.

   Further, a look-through rule will apply in the case of tiered partnerships.

   We encourage you to consult your tax advisor about the specific methods for
satisfying these requirements. A claim for exemption will not be valid if the
person receiving the applicable form has actual knowledge that the statements
on the form are false.

   If interest on the note is effectively connected with a U.S. trade or
business of the beneficial owner, the Non-U.S. Holder, although exempt from the
withholding tax described above, will be subject to U.S. federal income tax on
such interest on a net income basis in the same manner as if it were a U.S.
Holder. In addition, if such Holder is a foreign corporation, it may be subject
to a branch profits tax equal to 30% of its effectively connected earnings and
profits for the taxable year, subject to adjustments. For this purpose,
interest on a note will be included in such foreign corporation's earnings and
profits.

  Disposition of Notes

   No withholding of U.S. federal income tax will be required with respect to
any gain or income realized by a Non-U.S. Holder upon the sale, exchange or
disposition of a note.

   A Non-U.S. Holder will not be subject to U.S. federal income tax on gain
realized on the sale, exchange or other disposition of a note unless (a) the
Non-U.S. Holder is an individual who is present in the United States for a
period or periods aggregating 183 or more days in the taxable year of the
disposition and certain other conditions are met, (b) the Non-U.S. Holder is
subject to tax pursuant to the provisions of U.S. tax law applicable to certain
U.S. expatriates or (c) such gain or income is effectively connected with a
U.S. trade or business.

  Exchange of Notes

   The exchange of notes for registered notes in the exchange offer will not
constitute a taxable event for a Non-U.S. Holder for U.S. federal income tax
purposes.

Information Reporting and Backup Withholding

  U.S. Holders

   For each calendar year in which the notes are outstanding, we are required
to provide the IRS with certain information, including the beneficial owner's
name, address and taxpayer identification number, the aggregate amount of
interest paid to that beneficial owner during the calendar year and the amount
of tax withheld, if any. This obligation, however, does not apply with respect
to certain payments to U.S. Holders, including corporations and tax-exempt
organizations, provided that they establish entitlement to an exemption.

                                      120



   In the event that a U.S. Holder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or underreports its tax liability, we,
our agents or paying agents or a broker may be required to "backup" withhold a
tax at a rate of up to 30% of each payment of interest and principal (and
premium or liquidated damages, if any) on the notes. This backup withholding is
not an additional tax and may be credited against the U.S. Holder's U.S.
federal income tax liability, provided that the required information is
furnished to the IRS.

  Non-U.S. Holders

   Under current Treasury Regulations, U.S. backup withholding tax will not
apply to payments on a note to a Non-U.S. Holder if the statement described in
"U.S. Federal Income Taxation of Non-U.S. Holders--Payment of Interest" is duly
provided by such Holder or the Holder otherwise establishes an exemption,
provided that the payor does not have actual knowledge that the Holder is a
U.S. person or that the conditions of any claimed exemption are not satisfied.
Certain information reporting may still apply to interest payments even if an
exemption from backup withholding is established.

   Generally, information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of a note effected
outside the United States by a foreign office of a "broker" (as defined in
applicable Treasury regulations), unless the broker is (i) a U.S. person; (ii)
a foreign person that derives 50% or more of its gross income for certain
periods from activities that are effectively connected with the conduct of a
trade or business in the United States; (iii) a controlled foreign corporation
for U.S. federal income tax purposes; or (iv) a foreign partnership more than
50% of the capital or profits of which is owned by one or more U.S. persons or
which engages in a U.S. trade or business. Payment of the proceeds of any such
sale effected outside the United States by a foreign office of any broker that
is described in (i), (ii), (iii) or (iv) of the preceding sentence will
generally not be subject to backup withholding tax, but will be subject to
information reporting requirements unless such broker has documentary evidence
in its records that the beneficial owner is a non-U.S. Holder and certain other
conditions are met or the beneficial owner otherwise establishes an exemption.
Payment of the proceeds of any such sale to or through the U.S. office of a
broker is subject to information reporting and backup withholding requirements,
unless the beneficial owner of the note provides the statement described in
"U.S. Federal Income Taxation of Non-U.S. Holders--Payment of Interest" or
otherwise establishes an exemption.

                                      121



                             PLAN OF DISTRIBUTION

   Each participating broker-dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a participating broker-dealer in connection with resales of exchange notes
received in exchange for outstanding notes where such outstanding notes were
acquired as a result of market-making activities or other trading activities.
We have agreed that for a period of one year after the expiration date, we will
make this prospectus, as amended or supplemented, available to any
participating broker-dealer for use in connection with any such resale.

   We will not receive any proceeds from any sales of the exchange notes by
participating broker-dealers. Exchange notes received by participating
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on the exchange
notes or a combination of such methods of resale, at market prices prevailing
at the time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such participating broker-dealer and/or the
purchasers of any such exchange notes. Any participating broker-dealer that
resells the exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of exchange
notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a participating broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

   For a period of one year after the expiration date we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any participating broker-dealer that requests such documents in
the letter of transmittal.

   Prior to the exchange offer, there has not been any public market for the
outstanding notes. The outstanding notes have not been registered under the
Securities Act and will be subject to restrictions on transferability to the
extent that they are not exchanged for exchange notes by holders who are
entitled to participate in this exchange offer. The holders of outstanding
notes, other than any holder that is our affiliate within the meaning of Rule
405 under the Securities Act, who are not eligible to participate in the
exchange offer are entitled to certain registration rights, and we are required
to file a shelf registration statement with respect to the outstanding notes.
The exchange notes will constitute a new issue of securities with no
established trading market. We do not intend to list the exchange notes on any
national securities exchange or to seek the admission thereof to trading in the
National Association of Securities Dealers Automated Quotation System. In
addition, such market making activity will be subject to the limits imposed by
the Securities Act and the Exchange Act and may be limited during the exchange
offer and the pendency of the shelf registration statements. Accordingly, no
assurance can be given that an active public or other market will develop for
the exchange notes or as to the liquidity of the trading market for the
exchange notes. If a trading market does not develop or is not maintained,
holders of the exchange notes may experience difficulty in reselling the
exchange notes or may be unable to sell them at all. If a market for the
exchange notes develops, any such market may be discontinued at any time.

                                 LEGAL MATTERS

   The validity of the exchange notes and the guarantees and other legal
matters, including the tax-free nature of the exchange, have been passed upon
on our behalf by Kirkland & Ellis, a partnership that includes professional
corporations, Chicago, Illinois. Certain partners of Kirkland & Ellis are
members of a limited liability company that is an investor in Willis Stein &
Partners III, L.P. and that invested separately in the

                                      122



Roundy's transaction, Kirkland & Ellis has from time to time represented, and
will continue to represent Willis Stein, the Willis Stein Funds and certain of
their affiliates in connection with certain legal matters. Certain matters
under Wisconsin, Michigan, Ohio and Indiana law will be passed upon by Whyte
Hirschboeck Dudek S.C; Mika, Meyers, Beckett & Jones, PLC; Vorys, Sater,
Seymour and Pease LLP; and Baker & Daniels, respectively.

                     WHERE YOU CAN FIND OTHER INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Moreover, we have agreed that, whether or not we
remain required to do so by the rules and regulations of the SEC, for so long
as any of the notes remain outstanding, we will furnish to the holders of the
notes and file with the SEC, unless the SEC will not accept the filing,
following the consummation of the exchange offer: (1) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if we were required to file those forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report by our certified independent accountants and (2) all current reports
that would be required to be filed with the SEC on Form 8-K if we were required
to file such reports. You may read and copy any reports we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. All reports filed with the SEC will be
available on the SEC's web site at http://www.sec.gov. In addition, for so long
as any of the notes remain outstanding, we have agreed to make available to any
prospective purchaser of the notes or beneficial owner of the notes in
connection with any sale of the notes, the information required by
Rule 144A(d)(4) under the Securities Act.

                                    EXPERTS

   The consolidated financial statements of Roundy's, Inc. and subsidiaries as
of December 29, 2001 and December 30, 2000, and for each of the three years in
the period ended December 29, 2001, included in this prospectus and the related
financial statement schedule included elsewhere in the Registration Statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports appearing herein and elsewhere in the Registration Statement, and
have been so included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.


                                      123



                         INDEX TO FINANCIAL STATEMENTS



                                                                                               Page
                                                                                               ----
                                                                                            
Roundy's, Inc.

Audited Financial Statements as of December 30, 2000 and December 29, 2001 and for each of the
  three years ended December 29, 2001:

   Independent Auditors' Report...............................................................  F-2

   Statements of Consolidated Earnings........................................................  F-3

   Consolidated Balance Sheets................................................................  F-4

   Statements of Consolidated Stockholders' Equity and Comprehensive Income...................  F-5

   Statements of Consolidated Cash Flows......................................................  F-6

   Notes to Consolidated Financial Statements.................................................  F-7

Unaudited Financial Statements for the Thirteen and Thirty-Nine Weeks Ended September 29, 2001
  and September 28, 2002:

   Condensed Consolidated Balance Sheet....................................................... F-26

   Condensed Statements of Consolidated Earnings.............................................. F-27

   Condensed Statements of Consolidated Cash Flows............................................ F-28

   Notes to Condensed Consolidated Financial Statements....................................... F-29

The Copps Corporation
- ---------------------
Audited Financial Statements for the Year Ended January 26, 2001:

   Report of Independent Public Accountants................................................... F-39

   Consolidated Balance Sheet................................................................. F-40

   Consolidated Statement of Income........................................................... F-41

   Consolidated Statement of Shareholders' Investment......................................... F-42

   Consolidated Statement of Cash Flows....................................................... F-43

   Notes to Consolidated Financial Statements................................................. F-44

Unaudited Financial Statements for the Twelve Weeks Ended April 20, 2001:

   Consolidated Balance Sheet................................................................. F-51

   Consolidated Statement of Income........................................................... F-52

   Consolidated Statement of Cash Flows....................................................... F-53

   Notes to Consolidated Financial Statements................................................. F-54


                                      F-1



                         INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Roundy's, Inc.:

   We have audited the accompanying consolidated balance sheets of Roundy's,
Inc. and subsidiaries as of December 29, 2001 and December 30, 2000, and the
related consolidated statements of earnings, stockholders' equity and
comprehensive income and cash flows for each of the three years in the period
ended December 29, 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Roundy's, Inc. and
subsidiaries at December 29, 2001 and December 30, 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 29, 2001, in conformity with accounting principles generally
accepted in the United States of America.

                                          DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 26, 2002, except for Note 1
  and Note 15, as to which the date is May 14, 2002

                                      F-2



                        ROUNDY'S, INC. AND SUBSIDIARIES

                      STATEMENTS OF CONSOLIDATED EARNINGS

 For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001



                                          1999            2000           2001
                                     --------------  --------------  --------------
                                      (predecessor)   (predecessor)  (predecessor)
                                                            
Revenues:
   Net sales and service fees....... $2,656,832,000  $2,930,033,400  $3,387,761,500
   Other--net.......................     10,117,900       7,173,600       2,057,200
                                     --------------  --------------  --------------
                                      2,666,949,900   2,937,207,000   3,389,818,700
                                     --------------  --------------  --------------
Costs and Expenses:
   Cost of sales....................  2,390,077,900   2,540,733,400   2,856,762,600
   Operating and administrative.....    234,302,800     340,412,900     465,038,700
   Interest.........................      6,503,600      15,462,700      17,697,700
                                     --------------  --------------  --------------
                                      2,630,884,300   2,896,609,000   3,339,499,000
                                     --------------  --------------  --------------
Earnings Before Patronage Dividends.     36,065,600      40,598,000      50,319,700
Patronage Dividends.................      6,446,900       5,035,300       8,680,600
                                     --------------  --------------  --------------
Earnings Before Income Taxes........     29,618,700      35,562,700      41,639,100
                                     --------------  --------------  --------------
Provision (Credit) for Income Taxes:
   Current--Federal.................     10,544,600      12,187,000       9,593,000
    --State.........................      2,407,700       3,506,500       2,967,300
   Deferred.........................       (943,000)     (1,236,000)      3,295,200
                                     --------------  --------------  --------------
                                         12,009,300      14,457,500      15,855,500
                                     --------------  --------------  --------------
Net Earnings........................ $   17,609,400  $   21,105,200  $   25,783,600
                                     ==============  ==============  ==============




                See notes to consolidated financial statements.

                                      F-3



                        ROUNDY'S, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                 As of December 30, 2000 and December 29, 2001



                                                                                 2000          2001
                                                                             ------------- -------------
                                                                             (predecessor) (predecessor)
                                                                                     
                                  ASSETS
Current Assets:
   Cash and cash equivalents................................................ $ 39,893,300  $ 45,516,500
   Notes and accounts receivable, less allowance for losses, $5,728,800 and
     $7,021,400, respectively...............................................   83,174,300    74,783,900
   Merchandise inventories..................................................  197,983,900   247,567,100
   Prepaid expenses.........................................................    7,294,600    17,749,900
   Deferred income tax benefits.............................................   10,249,800     9,693,000
                                                                             ------------  ------------
       Total current assets.................................................  338,595,900   395,310,400
                                                                             ------------  ------------
Other Assets:
   Goodwill and other assets--net...........................................  113,849,400   117,406,200
   Notes receivable, less allowance for losses, $2,129,000 and $1,300,000,
     respectively...........................................................    5,976,600     5,686,000
   Other real estate........................................................    6,009,400     6,019,100
                                                                             ------------  ------------
       Total other assets...................................................  125,835,400   129,111,300
                                                                             ------------  ------------
Property and Equipment--At Cost:
   Land.....................................................................    8,200,400    14,162,400
   Buildings................................................................   97,573,400   122,906,900
   Equipment................................................................  181,386,000   244,419,900
   Leasehold improvements...................................................   39,460,100    44,838,000
                                                                             ------------  ------------
                                                                              326,619,900   426,327,200
   Less accumulated depreciation and amortization...........................  128,679,000   156,238,500
                                                                             ------------  ------------
       Property and equipment--net..........................................  197,940,900   270,088,700
                                                                             ------------  ------------
                                                                             $662,372,200  $794,510,400
                                                                             ============  ============
                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current maturities of long-term debt..................................... $  7,837,700  $ 27,717,000
   Accounts payable.........................................................  214,764,400   243,649,300
   Accrued expenses.........................................................   74,394,500    97,688,300
   Income taxes.............................................................    2,828,600     1,315,600
                                                                             ------------  ------------
          Total current liabilities.........................................  299,825,200   370,370,200
                                                                             ------------  ------------
   Long-Term Debt, Less Current Maturities..................................  166,564,700   200,831,500
   Other Liabilities........................................................   30,504,400    42,981,600
   Deferred Income Taxes....................................................    4,809,000       591,000
                                                                             ------------  ------------
          Total liabilities.................................................  501,703,300   614,774,300
                                                                             ------------  ------------
Commitments and Contingencies (Note 10)
Redeemable Common Stock.....................................................   10,147,700     9,244,100
                                                                             ------------  ------------
Stockholders' Equity:
   Common stock
       Voting (Class A).....................................................       12,200        12,600
       Non-voting (Class B).................................................    1,366,400     1,377,800
                                                                             ------------  ------------
          Total common stock................................................    1,378,600     1,390,400
Patronage dividends payable in common stock.................................    3,475,000     5,950,000
Additional paid-in capital..................................................   42,661,200    45,753,500
Reinvested earnings.........................................................  121,333,900   144,392,600
                                                                             ------------  ------------
                                                                              168,848,700   197,486,500
Less:
   Treasury stock, at cost (145,615 Class B shares).........................   18,327,500    18,327,500
   Accumulated other comprehensive loss.....................................                  8,667,000
                                                                             ------------  ------------
          Total stockholders' equity........................................  150,521,200   170,492,000
                                                                             ------------  ------------
                                                                             $662,372,200  $794,510,400
                                                                             ============  ============

                See notes to consolidated financial statements.

                                      F-4



                        ROUNDY'S, INC. AND SUBSIDIARIES

   STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

     For the Years Ended January 1, 2000 (predecessor), December 30, 2000
               (predecessor) and December 29, 2001 (predecessor)



                                                     Common Stock                Patronage
                                        --------------------------------------   Dividends                 Accumulated
                                            Class A             Class B          Payable in   Additional      Other
                                        ---------------  ---------------------     Common      Paid-in    Comprehensive
                                        Shares   Amount    Shares     Amount       Stock       Capital        Loss
                                        ------  -------  ---------  ----------  -----------  -----------  -------------
                                                                                     
Balance, January 2, 1999............... 11,900  $14,900  1,061,874  $1,327,300  $ 4,060,000  $31,582,600
  Net earnings.........................
  Common stock issued..................    700      900     52,546      65,700   (4,060,000)   5,955,200
  Common stock purchased...............   (600)    (800)    (6,743)     (8,400)                 (426,000)
  Redeemable common stock..............                    (22,388)    (28,000)                 (806,000)
  Patronage dividends payable in
   common stock........................                                           3,078,000
                                        ------  -------  ---------  ----------  -----------  -----------   -----------
Balance, January 1, 2000............... 12,000   15,000  1,085,289   1,356,600    3,078,000   36,305,800
  Net earnings.........................
  Common stock issued..................    400      500     36,818      46,000   (3,078,000)   4,446,100
  Common stock purchased............... (2,600)  (3,300)   (12,466)    (15,600)                 (547,800)
  Redeemable common stock..............                    (16,533)    (20,600)                 (628,300)
  Stock option expense.................                                                        3,085,400
  Patronage dividends payable in
   common stock........................                                           3,475,000
                                        ------  -------  ---------  ----------  -----------  -----------   -----------
Balance, December 30, 2000.............  9,800   12,200  1,093,108   1,366,400    3,475,000   42,661,200
  Net earnings.........................
  Cumulative effect of change in
   accounting for interest rate swap
   (net of tax)........................                                                                    $(2,000,000)
  Interest rate swap (net of tax)......                                                                     (1,409,000)
  Additional pension liability (net of
   tax)................................                                                                     (5,258,000)
  Common stock issued..................    500      600     30,761      38,400   (3,475,000)   4,562,900
  Common stock purchased...............   (200)    (200)   (13,078)    (16,300)               (1,042,100)
  Redeemable common stock..............                     (8,570)    (10,700)                 (428,500)
  Patronage dividends payable in
   common stock........................                                           5,950,000
                                        ------  -------  ---------  ----------  -----------  -----------   -----------
Balance, December 29, 2001............. 10,100  $12,600  1,102,221  $1,377,800  $ 5,950,000  $45,753,500   $(8,667,000)
                                        ======  =======  =========  ==========  ===========  ===========   ===========
Comprehensive Income:
                                                                                                 1999         2000
                                                                                             -----------  -------------
  Net Earnings.........................                                                      $17,609,400   $21,105,200
  Other comprehensive loss:
   Cumulative effect of change in
    accounting for interest rate swap..
   Interest rate swap..................
   Additional pension liability........
                                                                                             -----------   -----------
Comprehensive Income...................                                                      $17,609,400   $21,105,200
                                                                                             ===========   ===========






                                         Reinvested
                                          Earnings
                                        ------------
                                     
Balance, January 2, 1999............... $ 89,950,000
  Net earnings.........................   17,609,400
  Common stock issued..................
  Common stock purchased...............   (1,137,600)
  Redeemable common stock..............   (2,075,400)
  Patronage dividends payable in
   common stock........................
                                        ------------
Balance, January 1, 2000...............  104,346,400
  Net earnings.........................   21,105,200
  Common stock issued..................
  Common stock purchased...............   (2,227,200)
  Redeemable common stock..............   (1,890,500)
  Stock option expense.................
  Patronage dividends payable in
   common stock........................
                                        ------------
Balance, December 30, 2000.............  121,333,900
  Net earnings.........................   25,783,600
  Cumulative effect of change in
   accounting for interest rate swap
   (net of tax)........................
  Interest rate swap (net of tax)......
  Additional pension liability (net of
   tax)................................
  Common stock issued..................
  Common stock purchased...............   (1,705,500)
  Redeemable common stock..............   (1,019,400)
  Patronage dividends payable in
   common stock........................
                                        ------------
Balance, December 29, 2001............. $144,392,600
                                        ============
Comprehensive Income:
                                            2001
                                        ------------
  Net Earnings......................... $ 25,783,600
  Other comprehensive loss:
   Cumulative effect of change in
    accounting for interest rate swap..   (2,000,000)
   Interest rate swap..................   (1,409,000)
   Additional pension liability........   (5,258,000)
                                        ------------
Comprehensive Income................... $ 17,116,600
                                        ============



                See notes to consolidated financial statements.

                                      F-5



                        ROUNDY'S, INC. AND SUBSIDIARIES

                     STATEMENTS OF CONSOLIDATED CASH FLOWS

 For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001



                                                                      1999          2000           2001
                                                                  ------------- -------------  -------------
                                                                  (predecessor) (predecessor)  (predecessor)
                                                                                      
Cash Flows From Operating Activities:
   Net Earnings.................................................. $ 17,609,400  $  21,105,200  $  25,783,600
   Adjustments to reconcile net earnings to net cash flows
     provided by operating activities:
       Depreciation and amortization.............................   18,823,400     30,737,800     44,113,600
       Increase (decrease) in allowance for losses...............    1,596,100       (822,200)        (8,300)
       Loss (gain) on sale of property and equipment.............      426,000       (793,200)      (103,700)
       Patronage dividends payable in common stock...............    3,078,000      3,475,000      5,950,000
       Stock option expense......................................                   3,085,400
       Deferred income taxes.....................................     (943,000)    (1,236,000)     3,295,200
   (Increase) decrease in operating assets net of the effects of
     business acquisitions and dispositions:
       Notes and accounts receivable.............................   (9,644,100)     7,689,200     26,081,600
       Merchandise inventories...................................   (3,723,000)      (377,100)    (3,312,300)
       Prepaid expenses..........................................        6,300       (812,600)    (3,936,200)
       Other assets..............................................     (269,100)    (1,193,800)       526,800
   Increase (decrease) in operating liabilities net of the
     effects of business acquisitions and dispositions:
       Accounts payable..........................................    9,045,300     16,679,800     (3,884,100)
       Accrued expenses..........................................   10,009,400      4,037,500    (12,420,200)
       Income taxes..............................................      984,000     (3,992,800)    (1,528,300)
       Other liabilities.........................................    5,732,500      3,673,800     (4,276,800)
                                                                  ------------  -------------  -------------
   Net cash flows provided by operating activities...............   52,731,200     81,256,000     76,280,900
                                                                  ------------  -------------  -------------
Cash Flows From Investing Activities:
   Capital expenditures--net of insurance proceeds...............  (35,868,500)   (37,706,300)   (32,614,300)
   Proceeds from sale of property and equipment and other
     productive assets...........................................    1,363,000      4,861,100      4,391,800
   Payment for business acquisitions net of cash acquired........   (7,812,100)  (128,615,400)   (78,828,400)
   Other real estate.............................................   (1,623,800)      (304,400)        (9,700)
   (Increase) decrease in notes receivable.......................     (759,600)     9,682,000      1,665,700
                                                                  ------------  -------------  -------------
   Net cash flows used in investing activities...................  (44,701,000)  (152,083,000)  (105,394,900)
                                                                  ------------  -------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings............................                 175,494,700     88,000,000
   Reductions in debt............................................  (10,159,700)  (128,390,400)   (48,055,800)
   Payments for debt issuance costs..............................                  (1,050,000)    (1,207,500)
   Proceeds from sale of common stock............................    1,961,800      1,414,600      1,126,900
   Common stock purchased........................................   (3,541,000)    (5,134,400)    (5,126,400)
                                                                  ------------  -------------  -------------
   Net cash flows (used in) provided by financing
     activities..................................................  (11,738,900)    42,334,500     34,737,200
                                                                  ------------  -------------  -------------
Net (Decrease) Increase in Cash and Cash Equivalents.............   (3,708,700)   (28,492,500)     5,623,200
Cash And Cash Equivalents, Beginning Of Year.....................   72,094,500     68,385,800     39,893,300
                                                                  ------------  -------------  -------------
Cash And Cash Equivalents, End Of Year........................... $ 68,385,800  $  39,893,300  $  45,516,500
                                                                  ============  =============  =============
Cash Paid During The Year For:
   Interest...................................................... $  6,574,600  $  13,672,100  $  19,026,000
   Income Taxes..................................................   11,965,700     19,897,900     14,006,600
Supplemental Noncash Financing Activities:
   Patronage Dividends Payable in Common Stock...................    3,078,000      3,475,000      5,950,000
   Additional Pension Liability, net of tax......................                                  5,258,000
   Interest Rate Swap, net of tax................................                                  3,409,000
   Liabilities Assumed in Business Acquisitions..................                  46,703,000     95,718,300


                See notes to consolidated financial statements.

                                      F-6



                        ROUNDY'S, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES

   The financial information presented herein represents the results of
operations of Roundy's (the Predecessor) prior to the acquisition of the
Company (see note 15).

   Fiscal year--The Company's fiscal year is the 52 or 53 week period ending on
the Saturday nearest to December 31. The years ended January 1, 2000, December
30, 2000 and December 29, 2001 included 52 weeks.

   Consolidation practice--The consolidated financial statements include the
accounts of the Company and its subsidiaries. Significant intercompany balances
and transactions are eliminated.

   Revenue recognition--Wholesale revenues are recognized, net of any estimated
returns and allowances, when product is shipped in accordance with Staff
Accounting Bulletin No. 101, Revenue Recognition. Retail revenues are
recognized at the point of sale.

   Accounting Change--During 2001, the Emerging Issues Task Force ("EITF")
reached a consensus on EITF 01-9, "Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of the Vendor's Products." This
pronouncement relates to the income statement classification of sales
incentives and requires that the Company classify certain sales promotions
offered to its retail customers as a reduction of net sales (versus cost of
sales as previously recorded). The Company has adopted this pronouncement
effective December 30, 2001. Net sales and service fees and cost of sales have
been reduced by approximately $60.4 million, $53.7 million and $61.7 million
for 1999, 2000 and 2001, respectively, to retroactively restate the financial
statements for the change.

   Use of estimates--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an ongoing basis,
management reviews its estimates, including those related to allowances for
doubtful accounts and notes receivable, valuation of inventories,
self-insurance reserves, closed facilities reserves, purchase accounting
estimates, useful lives for depreciation and amortization, valuation allowances
for deferred income tax assets and litigation based on currently available
information. Changes in facts and circumstances may result in revised estimates
and actual results could differ from those estimates.

   Cash and cash equivalents--The Company considers all highly liquid
investments, with maturities of three months or less when acquired, to be cash
equivalents.

   Inventories--Inventories are recorded at the lower of cost, primarily on the
first-in, first-out method, or market.

   Goodwill and long-lived assets--The excess of cost over the fair value of
net assets of businesses acquired (goodwill) was amortized on a straight-line
basis over 20 years. Accumulated amortization at December 30, 2000 and December
29, 2001 was $11,367,200 and $18,008,000, respectively. The Company
periodically evaluates the carrying value of long-lived assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." The Company analyzes the future recoverability of the long-lived
assets using the related undiscounted future cash flows of the business and
recognizes any adjustments to its carrying value on a current basis. During
2000, the Company charged $1,490,000 to operating and administrative expenses
related to the closure of certain retail grocery stores. In June 2001, the FASB
issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives
recorded for acquisitions

                                      F-7



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

completed subsequent to June 30, 2001 no longer be amortized and the
amortization of goodwill and intangible assets with indefinite useful lives
recorded for acquisitions completed prior to June 30, 2001 cease upon adoption
of this statement. Instead, the carrying value of goodwill and intangible
assets with indefinite useful lives will be evaluated for impairment on an
annual basis. The Company will adopt SFAS No. 142 on December 30, 2001.
Amortization of goodwill recorded by the Company in 1999, 2000 and 2001 reduced
net income by $726,600, $4,410,400 and $6,056,700, respectively. The Company is
currently evaluating the provisions of this statement with respect to
impairment and has not yet determined the impact on its consolidated financial
statements.

   Depreciation--Depreciation and amortization of property and equipment are
computed primarily on the straight-line method over their estimated useful
lives, which are generally thirty-nine years for buildings, three to ten years
for equipment and ten to twenty years for leasehold improvements.

   Closed facilities reserve--When a facility is closed, the remaining
investment, net of expected salvage value, is expensed. For properties under
lease agreements, the present value of any remaining future liability under the
lease, net of expected sublease recovery, is also expensed. The amounts charged
to operating and administrative expenses in 2000 and 2001 for the present value
of these remaining future liabilities approximated $4.2 million and $0.5
million, respectively. The amount charged to operating and administrative
expenses in 1999 were not significant.

   Costs and expenses--Cost of sales includes product cost and inbound freight,
but excludes depreciation. Operating and administrative expenses consist
primarily of personnel costs, sales and marketing expenses, depreciation and
amortization expenses, expenses associated with our facilities, internal
management expenses, business development expenses, and expenses for finance,
legal, human resources and other administrative departments. Interest expense
includes interest on our outstanding indebtedness.

   The Company accounts for shipping and handling costs as an operating and
administrative expense. The amount of shipping and handling costs in operating
and administrative expenses for 1999, 2000 and 2001 was $36.7 million, $37.6
million and $41.3 million, respectively.

   The Company expenses advertising expenses as incurred. Advertising expenses
totaled $2.7 million, $6.3 million, and $9.7 million for 1999, 2000 and 2001,
respectively.

   Income taxes--The Company provides for income taxes in accordance with SFAS
No. 109, "Accounting for Income Taxes," which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred
income tax assets and liabilities are computed annually for differences between
the financial statement and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income.

   Related parties--During 1999, 2000 and 2001, the Company had wholesale sales
to related party retailers in the amounts of $966,844,000, $602,552,000 and
$658,728,000, respectively. In addition, the Company received sublease payments
from related party retailers of $11,819,900, $7,136,100 and $8,058,700 for
1999, 2000 and 2001, respectively. During 1999 the Company sold land to a
related party retailer for approximately $1.5 million. During 2000, the Company
sold a retail grocery store to a related party for approximately $4.1 million.

   Reclassifications--Certain amounts previously reported have been
reclassified to conform to the current presentation.

2.  ACQUISITIONS

   On April 12, 1999, the Company purchased a grocery retailer for
approximately $5.7 million in cash. On August 24, 1999, the Company purchased a
grocery retailer for $2.1 million in cash. The acquisitions have been

                                      F-8



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

accounted for as purchases and the results of operations have been included in
the consolidated financial statements since the dates of acquisition. The
pro-forma effects of these acquisitions were not material.

   On February 2, 2000, the Company purchased 7 retail grocery stores for
approximately $37.7 million in cash. Operating results of such stores have been
included in the Statements of Consolidated Earnings since the acquisition date.
Goodwill of approximately $21.5 million resulted from the purchase. The
acquisition was accounted for as a purchase and the consolidated financial
statements reflect the allocation of the purchase price to the assets acquired
based on their fair values. The pro-forma effects of the acquisition were not
material.

   On March 31, 2000, the Company acquired all of the outstanding stock of Mega
Marts, Inc. ("Mega Marts") for approximately $125.0 million in cash and notes
payable. Mega Marts owned and operated 16 retail grocery stores. Also on March
31, 2000, the Company acquired certain assets of NDC, Inc. (an affiliate of
Mega Marts) consisting of a retail grocery store known as the "Tri-City Pick 'n
Save" ("TCPS") for approximately $11.2 million in cash. The acquisitions were
effective at the end of the day on April 1, 2000 and the operating results of
Mega Marts and TCPS were included in the Statements of Consolidated Earnings
after the effective date. Goodwill of approximately $84.8 million resulted from
the purchase. The Company financed the acquisitions with the proceeds of a
credit agreement and $39 million in promissory notes issued to the shareholders
of Mega Marts. The acquisitions were accounted for as purchases and the
consolidated financial statements reflect the allocation of the purchase price
to the assets acquired and liabilities assumed based on their fair values.
Included in the assets of Mega Marts were 132,330 shares of the Company's Class
A and Class B common stock. A portion of the purchase price was allocated to
such treasury shares acquired based on the net book value of the Company's
common stock as of January 1, 2000.

   Effective May 20, 2001, the Company acquired all of the outstanding stock of
The Copps Corporation ("Copps") for approximately $96.2 million in cash. Copps
owned and operated 21 retail grocery stores and a wholesale distribution
center. The operating results of Copps are included in the Statements of
Consolidated Earnings after the effective date. Goodwill of approximately $9.9
million resulted from the purchase. The Company financed the acquisition with
the proceeds of a Credit Agreement (see Note 5). The acquisition was accounted
for as a purchase and the consolidated financial statements reflect the
preliminary allocation of the purchase price to the assets acquired and
liabilities assumed based on their fair values. The Company anticipates
finalizing the purchase price allocation in the first quarter of 2002, but does
not anticipate any significant changes.

   Unaudited pro-forma results of operations, including Copps, Mega Marts and
TCPS as if they had been acquired at the beginning of each period follows:




                                            For the Year Ended:
                            ---------------------------------------------------
                            January 1, 2000 December 30, 2000 December 29, 2001
                            --------------- ----------------- -----------------
                                                     
 Net sales and service fees $3,437,676,800   $3,608,503,800    $3,621,531,800
 Net earnings..............     13,432,300       17,832,600        25,049,900


   Pro-forma results are not necessarily indicative of what would have occurred
had the acquisition been consummated as of the beginning of the periods. Pro
forma results include additional depreciation and the amortization of
intangible assets resulting from the purchase and additional interest expense
as if the funds borrowed in connection with the acquisition had been
outstanding from the beginning of each period.

                                      F-9



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3.  PATRONAGE DIVIDENDS

   A portion of the Company's wholesale operations are conducted with
stockholder-customers on a cooperative basis. The Company's By-Laws require
that to the extent permitted by the Internal Revenue Code, patronage dividends
are to be paid out of earnings from business activities with
stockholder-customers in an amount which will reduce the net earnings of the
Company to an amount which will result in an 8% increase in the book value of
its common stock. The dividends are payable at least 20% in cash and the
remainder in Class B common stock. Dividends for the years ended January 1,
2000, December 30, 2000 and December 29, 2001 were generally payable 30% in
cash.

4.  NOTES AND ACCOUNTS RECEIVABLE

   The Company extends long-term credit to certain independent retailers it
serves to be used primarily for store expansion or improvements. Loans to
independent retailers are primarily collateralized by the retailer's inventory,
equipment, personal assets and pledges of Company stock. Interest rates are
generally in excess of the prime rate and terms of the notes are up to 15
years. Included in current notes and accounts receivable are amounts due within
one year totaling $2,364,000 and $2,945,200 at December 30, 2000 and December
29, 2001, respectively. The Company is exposed to credit risk with respect to
accounts receivable, although it is generally limited. The Company continually
monitors its receivables with customers by reviewing, among other things,
credit terms, collateral and guarantees.

5.  LONG-TERM DEBT

   Long-term debt consists of the following at the respective year-ends:



                                                                           2000         2001
                                                                       ------------ ------------
                                                                              
Senior notes payable:
   6.30%, due 2002 to 2007............................................ $ 80,000,000 $130,000,000
Notes payable under revolving credit agreement, 4.56%, due 2006.......   61,000,000   59,000,000
Subordinated notes payable, 8.25%, due 2002 to 2005...................   33,150,000   25,350,000
Capital lease obligations, 7.55% to 11.0%, due 2002 to 2020...........                13,987,100
Other long-term debt..................................................      252,400      211,400
                                                                       ------------ ------------
                                                                        174,402,400  228,548,500
   Current maturities.................................................    7,837,700   27,717,000
                                                                       ------------ ------------
       Total long-term debt, less current maturities.................. $166,564,700 $200,831,500
                                                                       ============ ============


   On May 18, 2001, the Company entered into an Amended and Restated Credit
Agreement with various lenders which allows the Company to borrow up to an
aggregate amount of $300,000,000. The Credit Agreement provides for a
$170,000,000 revolving loan commitment and a $130,000,000 term loan. The
revolving loan commitment and the term loan bear interest based upon LIBOR and
Prime rates. The Credit Agreement includes covenants that, among others, limit
stock repurchases and additional borrowings and provide for minimum net worth
requirements ($166,169,000 at December 29, 2001). At December 29, 2001,
$101,606,000 was available to the Company under its revolving credit agreement.
The Company's assets are pledged as collateral to the Credit Agreement.

   On April 4, 2000, the Company entered into a five-year interest rate swap
agreement under which the Company pays a fixed rate of 7.32% and receives a
floating LIBOR rate. The effect of the swap agreement is to fix the rate on
$60,000,000 of borrowings under the revolving loan commitment. For the year
ended December 29, 2001, the total net cost, recorded as interest expense, of
converting from floating rate to fixed rate was $1,742,300.

                                     F-10



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In June 1998, the Financial Accounting Standards Board ("the FASB") issued
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities",
subsequently amended by SFAS 137 and SFAS 138. SFAS 133 was adopted for the
Company's fiscal year beginning December 31, 2000 and required the Company to
record all derivatives on the balance sheet at fair value. Changes in
derivative fair values are either recognized in earnings or, for cash-flow
hedges, deferred and recorded as a component of other comprehensive income
until the hedged transactions occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value is
immediately recognized in earnings. For a derivative that doesn't qualify as a
hedge, changes in fair value are recognized in earnings.

   On December 31, 2000, upon adoption of SFAS 133, the Company recognized a
transition adjustment relating to the interest rate swap for approximately $2.0
million, net of tax of $1.4 million, in stockholders' equity as accumulated
other comprehensive loss. The interest rate swap qualifies as a cash-flow hedge
and the fair value of the Company's interest rate swap, based on the net cost
to settle the transaction at December 29, 2001, was approximately $3.4 million,
net of tax of $2.6 million and is recorded as accumulated other comprehensive
loss in the Company's consolidated balance sheet.

   Repayment of principal on long-term debt outstanding is as follows:

        
                             2002...... $27,717,000
                             2003......  34,260,900
                             2004......  34,307,000
                             2005......  28,503,300
                             2006......  85,556,500
                             Thereafter  18,203,800

                             

6.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The Company's financial instruments consist primarily of cash, accounts and
notes receivable, accounts payable, accrued liabilities, interest rate swap and
long-term debt. The carrying amounts for cash, accounts and notes receivable,
accounts payable and accrued liabilities approximate their fair values. Based
on the borrowing rates currently available to the Company for long-term debt
with similar terms and maturities, the fair value of long-term debt, including
current maturities, is approximately $173,912,000 and $229,628,000 as of
December 30, 2000 and December 29, 2001, respectively. The fair value of the
swap at December 30, 2000 was a liability of approximately $3.4 million (no
carrying value). The fair value (and carrying value) of the Company's interest
rate swap based on the net cost to settle the transaction at December 29, 2001,
was a liability of approximately $6.0 million.

7.  STOCKHOLDERS' EQUITY

   The authorized capital stock of the Company is 60,000 shares of Class A
common stock and 2,400,000 shares of Class B common stock each with a par value
of $1.25 a share. Inactive customers are required to exchange Class A voting
stock held for Class B non-voting stock.

   The issuance and redemption of common stock is based on the book value
thereof as of the preceding year-end. The year-end book value was $129.95,
$153.60 and $170.20 for 1999, 2000 and 2001, respectively. The Company is
obligated, upon request, to repurchase common stock held by inactive customers
or employees. The amount available for such repurchases in any year is subject
to limitations under certain loan agreements.

   Class B common stock which is subject to redemption is reflected outside of
stockholders' equity. Redeemable common stock is held by inactive customers and
former employees. As of December 30, 2000 and December 29, 2001, 66,066 and
54,313 shares, respectively, were subject to redemption. The Class B common

                                     F-11



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

stock subject to redemption is payable over a five year period based upon the
book value at the preceding fiscal year-end. The Company expects to repurchase
shares of 19,642, 16,361, 10,144, 5,595 and 2,571 in 2002, 2003, 2004, 2005 and
2006, respectively.

   Effective November 1991, the Board of Directors adopted the 1991 Stock
Incentive Plan (the "Plan'') under which up to 75,000 shares of Class B common
stock may be issued pursuant to the exercise of stock options. The Plan also
authorizes the grant of up to 25,000 stock appreciation rights ("SARs'').
Options and SARs may be granted to senior executives and key employees of the
Company by the Compensation Committee of the Board of Directors at an
exercise/base price equal to book value of the Company's common stock as of the
preceding year-end. No options or SARs may be granted under the Plan after
November 30, 2001.

   Option and SAR transactions are as follows:



                                                                    Options
                                                                   Weighted
                                  Options  SARs    Option Price  Average Price
                                  ------- ------  -------------- -------------
                                                     
 Outstanding, January 2, 1999.... 50,000  21,000  $53.10-$104.35    $ 67.96
                                  ------  ------  --------------
 Outstanding, January 1, 2000.... 50,000  21,000   53.10- 104.35      67.96
    Exercised....................   (400) (3,400)          94.30      94.30
    Granted......................  1,000     184          129.95     129.95
                                  ------  ------  --------------
 Outstanding, December 30, 2000.. 50,600  17,784   53.10- 129.95      68.97
    Exercised.................... (2,500) (1,450)  53.10-  94.30      77.82
    Cancelled....................            (50)
                                  ------  ------  --------------
 Outstanding, December 29, 2001.. 48,100  16,284  $53.10-$129.95      68.51
                                  ======  ======  ==============
 Exercisable at December 29, 2001 47,766  16,222  $53.10-$129.95      68.08
                                  ======  ======  ==============


   Options exercisable at January 1, 2000 and December 30, 2000 were 46,516 and
48,398 with a weighted average price of $65.91 and $67.17, respectively.

   The following table summarizes information concerning currently outstanding
and exercisable options:



                                Stock Options Outstanding  Stock Options Exercisable
                               --------------------------- -------------------------
                                       Weighted
                                        Average   Weighted               Weighted
                               Number  Remaining  Average                Average
                                 of   Contractual Exercise Number of     Exercise
   Range of Exercise Price ($) Shares    Life      Price    Shares        Price
   --------------------------- ------ ----------- -------- ---------     --------
                                                          
           50.00- 70.00....... 32,500     5.8     $ 57.90   32,500       $ 57.90
           70.01- 90.00.......  8,000     9.0       77.40    8,000         77.40
           90.01-110.00.......  6,600    10.9      100.70    6,600        100.70
          110.01-130.00.......  1,000    13.6      129.95      666        129.95
                               ------             -------   ------       -------
                               48,100             $ 68.51   47,766       $ 68.08
                               ======             =======   ======       =======


   Options granted become exercisable based on the vesting rate which generally
ranges from 20% at the date of grant to 100% eight years from the date of grant.

   SAR holders are entitled, upon exercise of a SAR, to receive cash in an
amount equal to the excess of the Fair Market Value per share of the Company's
common stock as of the date on which the SAR is exercised over the base price
of the SAR. SARs granted become exercisable based on the vesting rate which
ranges from 20% on the last day of the fiscal year of the grant to 100% eight
years from the last day of the fiscal year of the grant.

                                     F-12



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Compensation expense was not material in 1999, 2000 and 2001. In the event of a
change in control of the Company, all options and SARs previously granted and
not exercised, become exercisable.

   The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
During 2000, the Company extended the term of all of its previously granted
stock options resulting in a compensation charge of $3,085,400. Compensation
expense was immaterial for 1999 and 2001. If the Company had elected to
recognize compensation cost for the Plan based on the fair value of the options
at the grant dates, consistent with the method prescribed by SFAS No. 123,
pro-forma net earnings in 1999 and 2001 would have decreased by less than
$100,000, while the effect on 2000 net earnings would have been an approximate
increase of $685,000. Fair value of the options was determined using the
Black-Scholes pricing model and a weighted average interest rate of 5.2% and an
expected life of the options of five years.

   Accumulated comprehensive income at December 29, 2001 consists of an
accumulated interest rate swap loss of approximately $3.4 million, net of tax
of $2.6 million and an additional minimum pension liability adjustment of
approximately $5.3 million, net of tax of $3.9 million.

8.  EMPLOYEE BENEFIT PLANS

   Substantially all non-union employees of the Company and employees of its
subsidiaries are covered by defined benefit pension plans. Benefits are based
on either years of service and the employee's highest compensation during five
of the most recent ten years of employment or on stated amounts for each year
of service. The Company intends to annually contribute only the minimum
contributions required by applicable regulations.

   The following tables set forth pension obligations and plan assets as of
December 30, 2000 and December 29, 2001:



                                                       2000          2001
                                                   ------------  ------------
                                                           
  Change in benefit obligation:
     Benefit Obligation--Beginning of Year........ $ 49,179,000  $ 59,296,700
     Service cost.................................    2,895,700     4,336,100
     Interest cost................................    3,916,000     5,174,800
     Actuarial loss...............................    5,055,600     3,999,700
     Benefits paid................................   (1,749,600)   (2,264,900)
     Business acquisition.........................                 17,777,700
                                                   ------------  ------------
     Benefit Obligation--End of Year.............. $ 59,296,700  $ 88,320,100
                                                   ============  ============
  Change in plan assets:
     Fair Value--Beginning of Year................ $ 47,949,800  $ 46,950,300
     Actual return on plan assets.................   (3,136,400)   (4,553,300)
     Company contribution.........................    3,886,500     4,811,300
     Benefits paid................................   (1,749,600)   (2,264,900)
     Business acquisition.........................                 14,217,800
                                                   ------------  ------------
     Fair Value--End of Year...................... $ 46,950,300  $ 59,161,200
                                                   ============  ============
  Funded status:
     As of year-end............................... $(12,346,400) $(29,158,900)
     Unrecognized cost:
         Actuarial and investment losses, net.....    8,319,400    21,809,600
         Prior service cost.......................      180,400       144,600
         Transition asset.........................     (199,200)      (66,100)
         Additional minimum liability.............                 (9,226,000)
                                                   ------------  ------------
     Accrued benefit cost......................... $ (4,045,800) $(16,496,800)
                                                   ============  ============


                                     F-13



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



                                                           1999         2000         2001
                                                       -----------  -----------  -----------
                                                                        
The components of pension cost are as follows:
   Benefits earned during the year.................... $ 3,099,300  $ 2,895,700  $ 4,336,100
   Interest cost on projected benefit obligation......   3,604,300    3,916,000    5,174,800
   Expected return on plan assets.....................  (3,771,100)  (4,393,000)  (5,083,400)
   Net amortization and deferral:
       Unrecognized net loss (gain)...................     110,900       (1,100)     173,700
       Unrecognized prior service cost................      35,900       35,900       35,900
       Unrecognized net asset.........................    (174,100)    (174,000)    (133,200)
                                                       -----------  -----------  -----------
   Net pension cost................................... $ 2,905,200  $ 2,279,500  $ 4,503,900
                                                       ===========  ===========  ===========

                                                           1999         2000         2001
                                                       -----------  -----------  -----------
The assumption used in the accounting were as follows:
   Discount rate......................................        8.00%        7.50%        7.25%
   Rate of increase in compensation levels............        4.00%        4.00%        4.00%
   Expected long-term rate of return of assets........        9.00%        9.00%        9.00%


   The change in the discount rate in 2001 resulted in an increase of
$3,452,300 in the projected benefit obligation in 2001, and is expected to
result in an increase in the 2002 pension expense of approximately $500,000.

   The Company and its subsidiaries also participate in various multi-employer
plans which provide defined benefits to employees under collective bargaining
agreements. Amounts charged to pension expense for such plans were $5,093,900,
$5,378,000 and $7,036,900 in 1999, 2000 and 2001, respectively. The Company has
a defined contribution plan covering substantially all salaried and hourly
employees not covered by collective bargaining agreements. Total expense for
the plan amounted to $1,251,500, $1,248,600 and $1,920,900 in 1999, 2000 and
2001, respectively. Also, the Company has a defined contribution plan covering
certain hourly employees covered by a collective bargaining agreement. Total
expense for the plan amounted to $687,400 and $732,500 in 2000 and 2001,
respectively.

9.  INCOME TAXES

   Federal Income tax at the statutory rate of 35% in 1999, 2000 and 2001 and
income tax expense as reported are reconciled as follows:



                                                    1999         2000         2001
                                                -----------  -----------  -----------
                                                                 
Federal income tax at statutory rate........... $10,366,500  $12,446,900  $14,573,700
State income taxes, net of federal tax benefits   1,565,000    2,279,200    1,928,700
Resolution of prior year tax audits............                 (620,000)  (2,360,300)
Non-deductible goodwill........................     252,100    1,272,600    1,813,000
Other--net.....................................    (174,300)    (921,200)     (99,600)
                                                -----------  -----------  -----------
Income tax expense............................. $12,009,300  $14,457,500  $15,855,500
                                                ===========  ===========  ===========


                                     F-14



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The approximate tax effects of temporary differences at December 30, 2000
and December 29, 2001 are as follows:



                                     2000                                    2001
                    --------------------------------------  --------------------------------------
                      Assets     Liabilities      Total       Assets     Liabilities      Total
                    ----------- ------------  ------------  ----------- ------------  ------------
                                                                    
Allowance for
  doubtful accounts $ 1,009,000               $  1,009,000  $ 1,535,000               $  1,535,000
Inventories........             $ (2,565,200)   (2,565,200)             $ (2,783,000)   (2,783,000)
Employee benefits..   9,603,000                  9,603,000   11,416,000                 11,416,000
Accrued expenses
  not currently
  deductible.......   2,203,000                  2,203,000    2,236,000                  2,236,000
Other..............                                                       (2,711,000)   (2,711,000)
                    ----------- ------------  ------------  ----------- ------------  ------------
Current............  12,815,000   (2,565,200)   10,249,800   15,187,000   (5,494,000)    9,693,000
                    ----------- ------------  ------------  ----------- ------------  ------------
Allowance for
  doubtful accounts     860,000                    860,000      527,000                    527,000
Depreciation and
  amortization.....              (14,136,000)  (14,136,000)              (26,482,000)  (26,482,000)
Employee benefits..   4,013,000                  4,013,000    9,101,000                  9,101,000
Accrued expenses
  not currently
  deductible.......   6,887,000                  6,887,000    9,126,000                  9,126,000
Net operating loss
  carryforwards....                                           6,200,000                  6,200,000
Other..............               (2,433,000)   (2,433,000)     937,000                    937,000
                    ----------- ------------  ------------  ----------- ------------  ------------
Noncurrent.........  11,760,000  (16,569,000)   (4,809,000)  25,891,000  (26,482,000)     (591,000)
                    ----------- ------------  ------------  ----------- ------------  ------------
       Total....... $24,575,000 $(19,134,200) $  5,440,800  $41,078,000 $(31,976,000) $  9,102,000
                    =========== ============  ============  =========== ============  ============


   Management believes that it is more likely than not that current and
long-term deferred tax assets will be realized through the reduction of future
taxable income. Significant factors considered by management in its
determination include the historical operating results of the Company ($105
million of United States taxable income over the past three years), and
expectations of future earnings. As of December 29, 2001, the Company has
federal and state net operating loss carryforwards (acquired in the Copps
acquisition) of approximately $13 million and $29 million, respectively. The
Company's utilization of these losses is limited under both federal and state
law. If unutilized, the federal net operating loss will expire in 2020, and the
state net operating losses will expire during the period of 2015 through 2020.

10.  LEASE OBLIGATIONS AND CONTINGENT LIABILITIES

   Rental payments and related subleasing rentals under operating leases are as
follows:



                             Rental Payments
                          ---------------------- Subleasing
                            Minimum   Contingent  Rentals
                          ----------- ---------- -----------
                                        
                    1999. $30,083,100  $445,900  $23,312,300
                    2000.  34,733,700   480,400   23,282,700
                    2001.  40,581,200   704,000   21,818,400


   Contingent rentals may be paid under certain store leases on the basis of
the store's sales in excess of stipulated amounts.

                                     F-15



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Future minimum rental payments under long-term leases are as follows at
December 29, 2001:



                                                   Operating   Capitalized
                                                    Leases       Leases
                                                  ------------ -----------
                                                         
      2002....................................... $ 37,504,000 $ 1,564,200
      2003.......................................   35,273,700   1,571,600
      2004.......................................   33,050,800   1,575,300
      2005.......................................   30,978,500   1,575,300
      2006.......................................   30,124,800   1,575,300
      Thereafter.................................  172,401,200  18,483,800
                                                  ------------ -----------
             Total............................... $339,333,000 $26,345,500
                                                  ============ ===========
      Amount representing interest...............               12,358,400
                                                               -----------
      Present value of net minimum lease payments               13,987,100
      Current portion............................                  375,000
                                                               -----------
      Long-term portion..........................              $13,612,100
                                                               ===========


   Assets under capital leases, consisting of retail store sites, were $12.2
million, net of accumulated depreciation of $0.5 million at December 29, 2001.

   Total minimum rentals to be received in the future under non-cancelable
subleases as of December 29, 2001 are $179,382,300.

   The Company is involved in various claims and litigation arising in the
normal course of business. In the opinion of management, the ultimate
resolution of these actions will not materially affect the consolidated
financial position, results of operations or cash flows of the Company.

11.  EARNINGS PER SHARE

   Earnings per share are not presented because they are not deemed meaningful.
See Notes 3 and 7 relating to patronage dividends and common stock repurchase
requirements.

12.  EVANSVILLE FIRE

   During 1998, fire destroyed the Evansville, Indiana warehouse, inventory and
equipment. As of December 30, 2000, all insurance claims related to the fire
had been settled. During 1999 and 2000, the Company recorded gains of $5.5
million and $3.3 million, respectively, related to the insurance settlements.
These amounts are reflected in Other--net revenues in the Company's Statements
of Consolidated Earnings.

13.  SEGMENT REPORTING

   The Company and its subsidiaries sell and distribute food and nonfood
products that are typically found in supermarkets primarily located in the
Midwest. The Company's wholesale distribution segment sells to both
Company-owned and independent retail food stores, while the retail segment
sells directly to the consumer.

   During 1999, the Company had one customer which accounted for 12.4% of the
Company's net sales and service fees. In 2000 and 2001, no customer accounted
for over 10% of net sales and service fees.

   Eliminations represent the activity between wholesale and Company-owned
retail stores. Inter-segment revenues are recorded at amounts consistent with
those charged to independent retail stores.

                                     F-16



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Identifiable assets are those used exclusively by that industry segment.
Corporate assets are principally cash and cash equivalents, notes receivable,
transportation equipment, corporate office facilities and equipment.



                                          1999            2000            2001
                                     --------------  --------------  --------------
                                                            
NET SALES AND SERVICE FEES
   Wholesale........................ $2,549,774,900  $2,628,025,700  $2,894,011,900
   Retail...........................    323,857,300     891,666,200   1,377,133,300
   Eliminations.....................   (216,800,200)   (589,658,500)   (883,383,700)
                                     --------------  --------------  --------------
       Total........................ $2,656,832,000  $2,930,033,400  $3,387,761,500
                                     ==============  ==============  ==============
EARNINGS BEFORE PATRONAGE DIVIDENDS,
  DEPRECIATION AND AMORTIZATION
   Wholesale........................ $   58,789,500  $   59,492,900  $   63,014,500
   Retail...........................      5,261,600      21,878,800      43,351,900
   Corporate........................     (9,162,100)    (10,035,900)    (11,933,100)
                                     --------------  --------------  --------------
       Total........................ $   54,889,000  $   71,335,800  $   94,433,300
                                     ==============  ==============  ==============
DEPRECIATION AND AMORTIZATION
   Wholesale........................ $    7,432,200  $    7,759,400  $    9,604,000
   Retail...........................      4,961,400      15,166,500      24,787,900
   Corporate........................      6,429,800       7,811,900       9,721,700
                                     --------------  --------------  --------------
       Total........................ $   18,823,400  $   30,737,800  $   44,113,600
                                     ==============  ==============  ==============
INTEREST
   Wholesale........................ $    2,095,300  $    1,655,200  $    3,580,800
   Retail...........................      1,069,000       8,180,000      12,179,700
   Corporate........................      3,339,300       5,627,500       1,937,200
                                     --------------  --------------  --------------
       Total........................ $    6,503,600  $   15,462,700  $   17,697,700
                                     ==============  ==============  ==============
CAPITAL EXPENDITURES
   Wholesale........................ $   17,846,700  $    8,851,100  $    9,726,900
   Retail...........................      3,365,200      14,558,100      10,960,900
   Corporate........................     14,656,600      14,297,100      11,926,500
                                     --------------  --------------  --------------
       Total........................ $   35,868,500  $   37,706,300  $   32,614,300
                                     ==============  ==============  ==============
IDENTIFIABLE ASSETS (AT YEAR END)
   Wholesale........................ $  317,858,300  $  301,567,800  $  366,851,300
   Retail...........................     64,086,900     271,545,200     325,025,700
   Corporate........................    115,379,500      89,259,200     102,633,400
                                     --------------  --------------  --------------
       Total........................ $  497,324,700  $  662,372,200  $  794,510,400
                                     ==============  ==============  ==============



                                     F-17



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

   The following presents condensed consolidating financial statements of
Roundy's, Inc and its subsidiaries. All subsidiaries are 100% owned by
Roundy's, Inc. The accounting policies for all entities are consistent with
those previously described herein.

                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

                      For the Year Ended January 1, 2000



                                                      Combined
                                    Roundy's, Inc.  Subsidiaries    Eliminations      Total
                                    -------------- --------------  -------------  --------------
                                                                      
Revenues:
   Net sales and service fees...... $1,277,011,700 $1,551,369,100  $(171,548,800) $2,656,832,000
   Other--net......................      2,567,400      8,313,700       (763,200)     10,117,900
                                    -------------- --------------  -------------  --------------
                                     1,279,579,100  1,559,682,800   (172,312,000)  2,666,949,900
                                    -------------- --------------  -------------  --------------
Costs and Expenses:
   Cost of sales...................  1,178,811,200  1,379,737,400   (168,470,700)  2,390,077,900
   Operating and administrative....     82,464,600    154,916,300     (3,078,100)    234,302,800
   Interest........................      7,172,500         94,300       (763,200)      6,503,600
                                    -------------- --------------  -------------  --------------
                                     1,268,448,100  1,534,748,200   (172,312,000)  2,630,884,300
                                    -------------- --------------  -------------  --------------
Earnings Before Patronage Dividends     11,131,000     24,934,600                     36,065,600
Patronage Dividends................      7,496,900     (1,050,000)                     6,446,900
                                    -------------- --------------  -------------  --------------
Earnings Before Income Taxes.......      3,634,100     25,984,600                     29,618,700
                                    -------------- --------------  -------------  --------------
Provision for Income Taxes.........      1,473,500     10,535,800                     12,009,300
Equity in earnings of subsidiaries.     15,448,800                   (15,448,800)
                                    -------------- --------------  -------------  --------------
Net Earnings....................... $   17,609,400 $   15,448,800  $ (15,448,800) $   17,609,400
                                    ============== ==============  =============  ==============


                                     F-18



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

                     For the Year Ended December 30, 2000



                                                      Combined
                                    Roundy's, Inc.  Subsidiaries    Eliminations      Total
                                    -------------- --------------  -------------  --------------
                                                                      
Revenues:
Net sales and service fees......... $1,374,642,600 $2,092,196,500  $(536,805,700) $2,930,033,400
Other--net.........................     12,507,000      6,673,600    (12,007,000)      7,173,600
                                    -------------- --------------  -------------  --------------
                                     1,387,149,600  2,098,870,100   (548,812,700)  2,937,207,000
                                    -------------- --------------  -------------  --------------
Costs and Expenses:
Cost of sales......................  1,268,877,900  1,799,444,600   (527,589,100)  2,540,733,400
Operating and administrative.......     85,784,700    263,844,800     (9,216,600)    340,412,900
Interest...........................     21,931,700      5,538,000    (12,007,000)     15,462,700
                                    -------------- --------------  -------------  --------------
                                     1,376,594,300  2,068,827,400   (548,812,700)  2,896,609,000
                                    -------------- --------------  -------------  --------------
Earnings Before Patronage Dividends     10,555,300     30,042,700                     40,598,000
Patronage Dividends................      9,196,400     (4,161,100)                     5,035,300
                                    -------------- --------------  -------------  --------------
Earnings Before Income Taxes.......      1,358,900     34,203,800                     35,562,700
                                    -------------- --------------  -------------  --------------
Provision for Income Taxes.........        544,800     13,912,700                     14,457,500
Equity in earnings of subsidiaries.     20,291,100                   (20,291,100)
                                    -------------- --------------  -------------  --------------
Net Earnings....................... $   21,105,200 $   20,291,100  $ (20,291,100) $   21,105,200
                                    ============== ==============  =============  ==============


                                     F-19



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

                     For the Year Ended December 29, 2001




                                                      Combined
                                    Roundy's, Inc.  Subsidiaries    Eliminations      Total
                                    -------------- --------------  -------------  --------------
                                                                      
Revenues:
Net sales and service fees......... $1,464,319,100 $2,585,671,000  $(662,228,600) $3,387,761,500
Other--net.........................     16,346,400      1,969,800    (16,259,000)      2,057,200
                                    -------------- --------------  -------------  --------------
                                     1,480,665,500  2,587,640,800   (678,487,600)  3,389,818,700
                                    -------------- --------------  -------------  --------------
Costs and Expenses:
Cost of sales......................  1,346,748,900  2,161,474,000   (651,460,300)  2,856,762,600
Operating and administrative.......     99,052,300    376,754,700    (10,768,300)    465,038,700
Interest...........................     17,100,400     16,856,300    (16,259,000)     17,697,700
                                    -------------- --------------  -------------  --------------
                                     1,462,901,600  2,555,085,000   (678,487,600)  3,339,499,000
                                    -------------- --------------  -------------  --------------
Earnings Before Patronage Dividends     17,763,900     32,555,800                     50,319,700
Patronage Dividends................     16,022,900     (7,342,300)                     8,680,600
                                    -------------- --------------  -------------  --------------
Earnings Before Income Taxes.......      1,741,000     39,898,100                     41,639,100
                                    -------------- --------------  -------------  --------------
Provision for Income Taxes.........        658,000     15,197,500                     15,855,500
                                    -------------- --------------  -------------  --------------
Equity in earnings of subsidiaries.     24,700,600                   (24,700,600)
                                    -------------- --------------  -------------  --------------
Net Earnings....................... $   25,783,600 $   24,700,600  $ (24,700,600) $   25,783,600
                                    ============== ==============  =============  ==============


                                     F-20



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of December 30, 2000



                                                          Combined
                                         Roundy's, Inc. Subsidiaries  Eliminations     Total
Assets                                   -------------- ------------ -------------  ------------
                                                                        
Current Assets:
   Cash and cash equivalents............  $ 21,803,000  $ 18,090,300 $              $ 39,893,300
   Notes and accounts receivable--net...    28,667,300    65,330,900   (10,823,900)   83,174,300
   Merchandise inventories..............    60,636,100   136,587,000       760,800   197,983,900
   Prepaid expenses and other...........    13,760,400     3,784,000                  17,544,400
                                          ------------  ------------ -------------  ------------
                                           124,866,800   223,792,200   (10,063,100)  338,595,900
Other Assets:
   Investment in subsidiaries...........   122,722,600                (122,722,600)
   Intercompany receivables.............   243,017,900                (243,017,900)
   Goodwill and other intangibles.......     1,976,000   111,873,400                 113,849,400
   Other................................     1,707,900    10,278,100                  11,986,000
                                          ------------  ------------ -------------  ------------
       Total other assets...............   369,424,400   122,151,500  (365,740,500)  125,835,400
                                          ------------  ------------ -------------  ------------
Property and Equipment--At Cost.........    43,954,500   282,665,400                 326,619,900
Less accumulated depreciation and
  amortization..........................    21,729,000   106,950,000                 128,679,000
                                          ------------  ------------ -------------  ------------
       Property and equipment--net......    22,225,500   175,715,400                 197,940,900
                                          ------------  ------------ -------------  ------------
                                          $516,516,700  $521,659,100 $(375,803,600) $662,372,200
                                          ============  ============ =============  ============
Liabilities and Stockholders' Equity
Current Liabilities:
   Current maturities of long-term debt.  $  7,800,000  $     37,700 $              $  7,837,700
   Accounts payable.....................   117,794,900   101,071,400    (4,101,900)  214,764,400
   Intercompany payable.................                 243,017,900  (243,017,900)
   Accrued expenses.....................    43,030,100    40,154,200    (5,961,200)   77,223,100
                                          ------------  ------------ -------------  ------------
       Total current liabilities........   168,625,000   384,281,200  (253,081,000)  299,825,200
                                          ------------  ------------ -------------  ------------
Long-Term Debt, Less Current Maturities.   166,350,000       214,700                 166,564,700
Other Liabilities.......................    20,872,800    14,440,600                  35,313,400
                                          ------------  ------------ -------------  ------------
       Total liabilities................   355,847,800   398,936,500  (253,081,000)  501,703,300
                                          ------------  ------------ -------------  ------------
Redeemable Common Stock.................    10,147,700                                10,147,700
                                          ------------  ------------ -------------  ------------
Stockholders' Equity....................   150,521,200   122,722,600  (122,722,600)  150,521,200
                                          ------------  ------------ -------------  ------------
                                          $516,516,700  $521,659,100 $(375,803,600) $662,372,200
                                          ============  ============ =============  ============


                                     F-21



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of December 29, 2001



                                                          Combined
                                         Roundy's, Inc. Subsidiaries  Eliminations     Total
Assets                                   -------------- ------------ -------------  ------------
                                                                        
Current Assets:
   Cash and cash equivalents............  $ 23,137,200  $ 22,379,300 $              $ 45,516,500
   Notes and accounts receivable--net...    25,725,000    66,360,600   (17,301,700)   74,783,900
   Merchandise inventories..............    68,760,200   178,718,100        88,800   247,567,100
   Prepaid expenses and other...........    12,140,200    15,302,700                  27,442,900
                                          ------------  ------------ -------------  ------------
       Total current assets.............   129,762,600   282,760,700   (17,212,900)  395,310,400
                                          ------------  ------------ -------------  ------------
Other Assets:
   Investment in subsidiaries...........   147,160,000                (147,160,000)
   Intercompany receivables.............   302,359,300                (302,359,300)
   Goodwill and other intangibles.......     2,527,100   114,879,100                 117,406,200
   Other................................     1,224,800    10,480,300                  11,705,100
                                          ------------  ------------ -------------  ------------
       Total other assets...............   453,271,200   125,359,400  (449,519,300)  129,111,300
                                          ------------  ------------ -------------  ------------
Property and Equipment--At Cost.........    49,498,400   376,828,800                 426,327,200
Less accumulated depreciation and
  amortization..........................    25,471,400   130,767,100                 156,238,500
                                          ------------  ------------ -------------  ------------
       Property and equipment--net......    24,027,000   246,061,700                 270,088,700
                                          ------------  ------------ -------------  ------------
                                          $607,060,800  $654,181,800 $(466,732,200) $794,510,400
                                          ============  ============ =============  ============
Liabilities and Stockholders' Equity
Current Liabilities:
   Current maturities of long-term debt.  $ 27,300,000  $    417,000 $              $ 27,717,000
   Accounts payable.....................   135,341,600   118,244,800    (9,937,100)  243,649,300
   Intercompany payable.................                 302,359,300  (302,359,300)
   Accrued expenses.....................    54,605,900    51,673,800    (7,275,800)   99,003,900
                                          ------------  ------------ -------------  ------------
       Total current liabilities........   217,247,500   472,694,900  (319,572,200)  370,370,200
                                          ------------  ------------ -------------  ------------
Long-Term Debt, Less Current Maturities.   187,050,000    13,781,500                 200,831,500
Other Liabilities.......................    23,027,200    20,545,400                  43,572,600
                                          ------------  ------------ -------------  ------------
       Total liabilities................   427,324,700   507,021,800  (319,572,200)  614,774,300
                                          ------------  ------------ -------------  ------------
Redeemable Common Stock.................     9,244,100                                 9,244,100
                                          ------------  ------------ -------------  ------------
Stockholders' Equity....................   170,492,000   147,160,000  (147,160,000)  170,492,000
                                          ------------  ------------ -------------  ------------
                                          $607,060,800  $654,181,800 $(466,732,200) $794,510,400
                                          ============  ============ =============  ============


                                     F-22



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                      For the Year Ended January 1, 2000



                                                                               Combined
                                                              Roundy's, Inc. Subsidiaries      Total
                                                              -------------- ------------  ------------
                                                                                  
Net Cash Flows From Operating Activities:                      $ 53,986,000  $ (1,254,800) $ 52,731,200
Cash Flows From Investing Activities:
   Acquisition of property and businesses--net of proceeds...   (16,600,000)  (25,717,600)  (42,317,600)
   Other.....................................................       743,800    (3,127,200)   (2,383,400)
                                                               ------------  ------------  ------------
   Net cash flows used in investing activities...............   (15,856,200)  (28,844,800)  (44,701,000)
                                                               ------------  ------------  ------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings........................
   Reductions in debt........................................   (10,125,300)      (34,400)  (10,159,700)
   Intercompany--net.........................................   (25,696,200)   25,696,200
   Common stock and debt issuance costs......................    (1,579,200)                 (1,579,200)
                                                               ------------  ------------  ------------
   Net cash flows (used in) provided by financing activities.   (37,400,700)   25,661,800   (11,738,900)
                                                               ------------  ------------  ------------
Net Increase (Decrease) in Cash and Cash Equivalents.........       729,100    (4,437,800)   (3,708,700)
Cash And Cash Equivalents, Beginning Of Year.................    55,635,100    16,459,400    72,094,500
                                                               ------------  ------------  ------------
Cash And Cash Equivalents, End Of Year.......................  $ 56,364,200  $ 12,021,600  $ 68,385,800
                                                               ============  ============  ============



                                     F-23



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                     For the Year Ended December 30, 2000



                                                                            Combined
                                                           Roundy's, Inc. Subsidiaries      Total
                                                           -------------- ------------  -------------
                                                                               
Net Cash Flows From Operating Activities:                  $  29,566,600  $ 51,689,400  $  81,256,000
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds..................    (9,256,400)  (23,588,800)   (32,845,200)
   Payment for business acquisitions net of cash acquired.  (128,615,400)                (128,615,400)
   Other..................................................       684,600     8,693,000      9,377,600
                                                           -------------  ------------  -------------
   Net cash flows used in investing activities............  (137,187,200)  (14,895,800)  (152,083,000)
                                                           -------------  ------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings.....................   175,494,700                  175,494,700
   Reductions in debt.....................................  (128,359,000)      (31,400)  (128,390,400)
   Intercompany receivables--net..........................    30,693,500   (30,693,500)
   Common stock and debt issuance costs...................    (4,769,800)                  (4,769,800)
                                                           -------------  ------------  -------------
Net cash flows provided by (used in) financing activities.    73,059,400   (30,724,900)    42,334,500
                                                           -------------  ------------  -------------
Net (Decrease) Increase in Cash and Cash Equivalents......   (34,561,200)    6,068,700    (28,492,500)
Cash And Cash Equivalents, Beginning Of Year..............    56,364,200    12,021,600     68,385,800
                                                           -------------  ------------  -------------
Cash And Cash Equivalents, End Of Year.................... $  21,803,000  $ 18,090,300  $  39,893,300
                                                           =============  ============  =============


                                     F-24



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                     For the Year Ended December 29, 2001



                                                                               Combined
                                                              Roundy's, Inc. Subsidiaries      Total
                                                              -------------- ------------  -------------
                                                                                  
Net Cash Flows From Operating Activities:                      $ 14,691,600  $ 61,589,300  $  76,280,900
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds.....................    (7,071,200)  (21,151,300)   (28,222,500)
   Payment for business acquisitions net of cash acquired....   (78,828,400)                 (78,828,400)
   Other.....................................................       647,200     1,008,800      1,656,000
                                                               ------------  ------------  -------------
   Net cash flows used in investing activities...............   (85,252,400)  (20,142,500)  (105,394,900)
                                                               ------------  ------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings........................    88,000,000                   88,000,000
   Reductions in debt........................................   (47,800,000)     (255,800)   (48,055,800)
   Intercompany receivables--net.............................    36,902,000   (36,902,000)
   Common stock and debt issuance costs......................    (5,207,000)                  (5,207,000)
                                                               ------------  ------------  -------------
   Net cash flows provided by (used in) financing activities.    71,895,000   (37,157,800)    34,737,200
                                                               ------------  ------------  -------------
Net Increase in Cash and Cash Equivalents....................     1,334,200     4,289,000      5,623,200
Cash And Cash Equivalents, Beginning Of Year.................    21,803,000    18,090,300     39,893,300
                                                               ------------  ------------  -------------
Cash And Cash Equivalents, End Of Year.......................  $ 23,137,200  $ 22,379,300  $  45,516,500
                                                               ============  ============  =============


15.  SUBSEQUENT EVENT DISCLOSURE

   The Board of Directors of Roundy's, Inc. has authorized a Share Exchange
Agreement between Roundy's and Roundy's Acquisition Corp. ("Buyer"), a
corporation formed by Willis Stein & Partners III, L.P., pursuant to which the
Buyer will acquire all of the issued and outstanding common stock of Roundy's.

                                     F-25



                        ROUNDY'S, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                        SEPTEMBER 28, 2002 (SUCCESSOR)
                                  (UNAUDITED)



                                                                                      Successor
                                                                                  ------------------
                                                                                  September 28, 2002
                                                                                  ------------------
                                                                               
CURRENT ASSETS:
   Cash and cash equivalents.....................................................   $   78,585,400
   Notes and accounts receivable, less allowance for losses, $6,099,700..........       81,242,400
   Merchandise inventories.......................................................      241,354,900
   Prepaid expenses..............................................................        7,652,600
   Deferred income tax benefits..................................................       14,760,300
                                                                                    --------------
       Total Current Assets......................................................      423,595,600
                                                                                    --------------
OTHER ASSETS:
   Goodwill--net.................................................................      438,189,400
   Other assets--net.............................................................       96,539,200
   Notes receivable, less allowance for losses of $1,300,000.....................        4,471,800
   Other real estate.............................................................        6,070,600
                                                                                    --------------
       Total Other Assets........................................................      545,271,000
                                                                                    --------------
PROPERTY AND EQUIPMENT--Net......................................................      284,314,700
                                                                                    --------------
                                                                                    $1,253,181,300
                                                                                    ==============
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES:
   Current maturities of long-term debt..........................................   $    2,917,000
   Accounts payable..............................................................      215,155,600
   Accrued expenses..............................................................      110,138,400
   Income taxes..................................................................       13,256,800
                                                                                    --------------
       Total Current Liabilities.................................................      341,467,800
LONG-TERM DEBT, LESS CURRENT MATURITIES..........................................      485,970,100
OTHER LIABILITIES................................................................       69,373,600
DEFERRED INCOME TAXES............................................................       29,343,600
                                                                                    --------------
       Total Liabilities.........................................................      926,155,100
                                                                                    --------------
REDEEMABLE COMMON STOCK..........................................................
STOCKHOLDERS' EQUITY:
   Common Stock:
       Common Stock (1,000 shares issued and outstanding at $0.01 par value)
         Voting (Class A)........................................................
   Non-Voting (Class B)..........................................................
       Total Common Stock........................................................
Patronage dividends payable in common stock......................................
Additional paid-in capital.......................................................      314,500,000
Reinvested earnings..............................................................       12,526,200
                                                                                    --------------
LESS:
   Treasury stock, at cost (145,615 shares)......................................
   Accumulated other comprehensive loss..........................................
       Total Stockholders' Equity................................................      327,026,200
                                                                                    --------------
                                                                                    $1,253,181,300
                                                                                    ==============


           See Notes to Condensed Consolidated Financial Statements.

                                     F-26



                        ROUNDY'S, INC. AND SUBSIDIARIES

                 CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS

                 FOR THE THIRTEEN AND THIRTY-NINE WEEKS ENDED
                   SEPTEMBER 29, 2001 AND SEPTEMBER 28, 2002

                                  (UNAUDITED)



                        Predecessor         Successor         Predecessor      Predecessor       Successor
                     ------------------ ------------------ ------------------ -------------- ------------------
                                                                               Period from
                                                                               December 30,     Period from
                       13 Weeks Ended     13 Weeks Ended     39 Weeks Ended      2001 to      June 7, 2002 to
                     September 29, 2001 September 28, 2002 September 29, 2001  June 6, 2002  September 28, 2002
                     ------------------ ------------------ ------------------ -------------- ------------------
                                                                              
REVENUES:
   Net sales and
     service fees...    $906,911,000       $904,000,500      $2,455,855,500   $1,559,469,200   $1,131,769,400
   Other--net.......         617,200            674,700           1,485,400          693,500          836,100
                        ------------       ------------      --------------   --------------   --------------
                         907,528,200        904,675,200       2,457,340,900    1,560,162,700    1,132,605,500
                        ------------       ------------      --------------   --------------   --------------
COSTS AND
  EXPENSES:
   Cost of sales....     761,105,900        753,846,200       2,073,733,400    1,298,446,900      942,692,700
   Operating and
     administrative.     128,067,600        127,317,500         333,768,300      222,378,200      157,968,400
   Interest.........       4,893,400          8,338,400          13,483,100        6,143,900       10,713,600
                        ------------       ------------      --------------   --------------   --------------
                         894,066,900        889,502,100       2,420,984,800    1,526,969,000    1,111,374,700
                        ------------       ------------      --------------   --------------   --------------
EARNINGS BEFORE
  INCOME TAXES......      13,461,300         15,173,100          36,356,100       33,193,700       21,230,800
PROVISION FOR
  INCOME TAXES......       5,788,300          6,220,900          15,633,100       13,609,400        8,704,600
                        ------------       ------------      --------------   --------------   --------------
NET INCOME..........    $  7,673,000       $  8,952,200      $   20,723,000   $   19,584,300   $   12,526,200
                        ============       ============      ==============   ==============   ==============



           See Notes to Condensed Consolidated Financial Statements.

                                     F-27



                        ROUNDY'S, INC. AND SUBSIDIARIES

                CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

   FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2001 AND SEPTEMBER 28, 2002
                                  (UNAUDITED)



                                                                                    Predecessor           Successor
                                                                            --------------------------  -------------
                                                                              39 Weeks     Period from   Period from
                                                                               Ended       12/30/01 to   06/07/02 to
                                                                              09/29/01      06/06/02      09/28/02
                                                                            ------------  ------------  -------------
                                                                                               
Cash Flows From Operating Activities:
   Net income.............................................................. $ 20,723,000  $ 19,584,300  $  12,526,200
Adjustments to reconcile net income to net cash flows provided by operating
  activities:
   Depreciation and amortization...........................................   31,535,200    17,869,500     16,205,900
   Decrease in allowance for losses........................................                   (751,000)      (556,300)
   (Gain) Loss on sale of property and equipment...........................    1,008,300     1,045,500     (1,166,400)
   Deferred income taxes...................................................    1,416,400     6,258,900      1,635,400
(Increase) decrease in operating assets net of the effect of business
  acquisitions and dispositions:
   Notes and accounts receivable...........................................    2,336,700    (6,327,500)     1,176,300
   Merchandise inventories.................................................   (2,197,600)   13,766,900     (4,337,700)
   Prepaid expenses........................................................      539,200     1,743,400      2,077,900
   Other assets............................................................   (5,093,200)   (1,782,300)    (2,309,300)
Increase (decrease) in operating liabilities net of the effect of business
  acquisitions and dispositions:
   Accounts payable........................................................  (18,821,800)  (27,540,600)      (953,200)
   Accrued expenses........................................................    2,036,200     7,318,300     11,514,900
   Income taxes............................................................    9,394,400    13,612,700      6,126,400
   Other liabilities.......................................................   (4,720,500)       81,400     (1,898,300)
                                                                            ------------  ------------  -------------
Net cash flows provided by operating activities............................   38,156,300    44,879,500     40,041,800
                                                                            ------------  ------------  -------------
Cash Flows From Investing Activities:
   Capital expenditures....................................................  (20,355,400)  (10,642,200)   (12,936,000)
   Proceeds from sale of property and equipment and other
     productive assets.....................................................      630,400       477,700        337,200
   Acquisition consideration...............................................                              (575,360,700)
   Payment for business acquisitions net of cash acquired..................  (76,727,500)
   Other real estate.......................................................      (19,700)      (35,900)       (15,600)
   Decrease in notes receivable............................................    2,473,800       879,500        334,600
                                                                            ------------  ------------  -------------
Net cash flows used in investing activities................................  (93,998,400)   (9,320,900)  (587,640,500)
                                                                            ------------  ------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings......................................   88,000,000                  475,000,000
   Settlement of interest rate swap liability..............................                                (6,652,000)
   Reductions in debt......................................................  (28,822,000)  (48,618,000)  (166,043,300)
   Debt issuance costs.....................................................                               (23,021,800)
   Contributed capital.....................................................                               314,500,000
   Proceeds from sale of common stock......................................    1,210,600           300
   Common stock purchased..................................................   (5,042,900)      (56,200)
                                                                            ------------  ------------  -------------
Net cash flows provided by (used in) financing activities..................   55,345,700   (48,673,900)   593,782,900
                                                                            ------------  ------------  -------------
Net increase (decrease) in cash and cash equivalents.......................     (496,400)  (13,115,300)    46,184,200
Cash and cash equivalents, beginning of period.............................   39,893,300    45,516,500     32,401,200
                                                                            ------------  ------------  -------------
Cash and cash equivalents, end of period................................... $ 39,396,900  $ 32,401,200  $  78,585,400
                                                                            ============  ============  =============
Cash paid during the period:
   --Interest.............................................................. $ 13,965,900  $  6,344,800  $   4,642,100
   --Income Taxes..........................................................    4,193,300     1,871,900        573,000
Supplemental Noncash Financing Activities:
   Increase in Interest rate swap liability, net of tax....................    4,144,000       373,000
   Liabilities assumed in business acquisitions............................   73,111,100                  435,667,900


           See Notes to Condensed Consolidated Financial Statements.

                                     F-28



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

1) In the opinion of Roundy's, Inc. ("Roundy's" or the "Company"), the
   accompanying condensed consolidated financial statements contain all
   adjustments (consisting only of normal recurring accruals) necessary to
   present fairly the consolidated financial position as of September 28, 2002
   (Successor) and the consolidated results of operations for the thirteen
   weeks ended September 29, 2001 (Predecessor), the thirteen weeks ended
   September 28, 2002 (Successor), the thirty-nine weeks ended September 29,
   2001 (Predecessor), the period from December 30, 2001 to June 6, 2002
   (Predecessor) and the period from June 7, 2002 to September 28, 2002
   (Successor) and consolidated cash flows for the thirty-nine weeks ended
   September 29, 2001, the period from December 30, 2001 to June 6, 2002
   (Predecessor) and the period from June 7, 2002 to September 28, 2002
   (Successor). Certain amounts previously reported have been reclassified to
   conform to the current presentation. As discussed in Note 7, the Company was
   acquired on June 6, 2002, and accordingly has adjusted its assets and
   liabilities to fair value as of that date. Therefore, since June 6, 2002,
   depreciation and amortization have been recorded based upon the fair values
   of those assets. Predecessor information represents the results of Roundy's
   prior to the acquisition of the Company (see Note 7).

2) The consolidated results of operations for the thirteen weeks ended
   September 29, 2001 (Predecessor), the thirteen weeks ended September 28,
   2002 (Successor), the thirty-nine weeks ended September 29, 2001
   (Predecessor), the period from December 30, 2001 to June 6, 2002
   (Predecessor) and the period from June 7, 2002 to September 28, 2002
   (Successor) are not necessarily indicative of the results to be expected for
   the full fiscal year.

3) Income per share is not presented because it is not deemed to be meaningful.

4) During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
   EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or
   a Reseller of the Vendor's Products." This pronouncement relates to the
   income statement classification of sales incentives and requires that the
   Company classify certain sales promotions offered to its retail customers as
   a reduction of net sales (versus cost of sales as previously recorded). The
   Company has adopted this pronouncement effective December 30, 2001. Net
   sales and service fees and cost of sales have been reduced by approximately
   $14.4 million and $41.6 million for the thirteen and thirty-nine weeks ended
   September 29, 2001, respectively.

   In July 2002, the financial Accounting Standards Board ("FASB") issued SFAS
   146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS
   146"), which addresses financial accounting and reporting associated with
   exit or disposal activities. Under SFAS 146, costs associated with an exit
   or disposal activity shall be recognized and measured at their fair value in
   the period in which the liability is incurred rather than the date of a
   commitment to an exit or disposal plan. The Company is required to adopt
   SFAS 146 for all exit and disposal activities initiated after December 31,
   2002. Management believes there will be no material effect on the Company's
   financial statements resulting from its adoption.

5) In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
   Assets." SFAS No. 142 requires that goodwill and intangible assets with
   indefinite useful lives recorded for acquisitions completed subsequent to
   June 30, 2001 no longer be amortized and the amortization of goodwill and
   intangible assets with indefinite useful lives recorded for acquisitions
   completed prior to June 30, 2001 cease upon adoption of the statement.
   Instead, the carrying value of goodwill and intangible assets with
   indefinite useful lives will be evaluated for impairment on an annual basis,
   or more frequently if circumstances indicate that an impairment may exist.
   The Company adopted SFAS No. 142 on December 30, 2001.

   As required by SFAS No. 142, the results for periods prior to its adoption
   have not been restated. The following table reconciles the reported net
   earnings to that which would have resulted for each of the periods
   presented, if SFAS No. 142 had been effective.


                                     F-29



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)




                          Fiscal Year Ended
                -------------------------------------
                                                      39 Weeks Ended 39 Weeks Ended
                January 1,  December 30, December 31, September 29,  September 29,
                   2000         2000         2001          2001           2001
                ----------- ------------ ------------ -------------- --------------
                                                      
Net Income..... $17,690,400 $21,105,200  $25,783,600   $20,723,000    $20,723,000
Goodwill
  amortization,
  net of tax...     726,600   4,410,400    6,056,700     2,927,600      2,927,600
                ----------- -----------  -----------   -----------    -----------
Pro Forma net
  income.......  16,882,800  16,694,800   19,726,900   $23,650,600    $23,650,600
                =========== ===========  ===========   ===========    ===========


   Goodwill as of September 28, 2002:

                                 
               Balance at December 29, 2001....... $ 113,616,200
               Purchase accounting adjustments....     1,847,700
               Write off of predecessor's goodwill  (115,463,900)
               Successor's goodwill...............   438,189,400
                                                   -------------
               Balance at September 28, 2002...... $ 438,189,400
                                                   =============

               

   Other assets at September 28, 2002 consisted of the following:



                                                  September 28, 2002
                                         ------------------------------------
                                                     Accumulated
                                            Cost     Amortization     Net
                                         ----------- ------------ -----------
                                                         
   Amortized intangible assets:
      Supply agreements................. $71,946,000  $2,273,700  $69,672,300
      Non-compete.......................     562,600      62,600      500,000
                                         -----------  ----------  -----------
      Total amortized intangible assets.  72,508,600   2,336,300   70,172,300
   Debt issuance costs..................  23,021,800     559,500   22,462,300
   Other Assets.........................   3,904,600                3,904,600
                                         -----------  ----------  -----------
          Total......................... $99,435,100  $2,895,800  $96,539,200
                                         ===========  ==========  ===========


   Intangible amortization expense, excluding goodwill amortization, for the
   thirteen and thirty-nine weeks ended September 29, 2001 (predecessor) was
   $62,500 and $187,500, respectively. Intangible amortization expense for the
   period December 30, 2001 to June 6, 2002 (predecessor) was $80,800.
   Intangible amortization expense for the thirteen weeks ended September 28,
   2002 and the period from June 7, 2002 to September 28, 2002 (successor) was
   $1,848,700 and $2,336,300, respectively. Expected intangible amortization
   expense for the remainder of 2002 and each of the subsequent five fiscal
   years is as follows:

  
                                2002 $1,848,700
                                2003  7,394,600
                                2004  7,394,600
                                2005  7,244,600
                                2006  7,194,600
                                2007  7,194,600

                                

                                     F-30



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


6) Comprehensive income was:



                                    Predecessor    Successor          Predecessor           Successor
                                   ------------- ------------- -------------------------  -------------
                                                                                           Period from
                                     13 Weeks      13 Weeks      39 Weeks    Period from     June 7,
                                       Ended         Ended         Ended     December 30,    2002 to
                                   September 29, September 28, September 29,   2001 to    September 28,
                                       2001          2002          2001      June 6, 2002     2002
                                   ------------- ------------- ------------- ------------ -------------
                                                                           
Net income........................  $ 7,673,000   $8,952,200    $20,723,000  $19,584,300   $12,526,200
Other comprehensive loss:
   Cumulative effect of change in
     accounting for interest rate
     swap.........................                               (2,000,000)
   Interest Rate Swap.............   (1,627,000)                 (2,144,000)    (373,000)
                                    -----------   ----------    -----------  -----------   -----------
Comprehensive Income..............  $ 6,046,000   $8,952,200    $16,579,000  $19,211,300   $12,526,200
                                    ===========   ==========    ===========  ===========   ===========


7) On June 6, 2002, Roundy's and Roundy's Acquisition Corp. ("RAC") entered
   into a share exchange agreement pursuant to which RAC acquired all of the
   issued and outstanding capital stock of Roundy's for cash of $575.4 million
   (the "Transactions"). RAC is a corporation formed at the direction of Willis
   Stein & Partners III, L.P. for the purpose of acquiring Roundy's. The
   Transactions were financed through cash contributed by RAC ($314.5 million),
   the proceeds from a term loan ($250.0 million) and a subordinated note
   offering ($225.0 million) issued by Roundy's. Proceeds from the debt
   issuance were also used to retire previously outstanding debt of Roundy's
   and for additional working capital.

   Asof September 28, 2002, long-term debt consists of the following:

                                                       
     Bank term loan........................................... $250,000,000
     Senior Subordinated notes payable, 8.875%, due 2012......  225,000,000
     Capital lease obligations, 8.5%, due 2002 to 2020........   13,706,900
     Other....................................................      180,200
                                                               ------------
                                                                488,887,100
        Less current maturities...............................    2,917,000
                                                               ------------
            Total long-term debt, less current maturities..... $485,970,100
                                                               ============

     

   The senior credit facility provides for aggregate borrowings of up to $375
   million, $250 million in a term loan and $125 million in a five-year
   revolving credit facility, which bear interest based on LIBOR and Prime
   rates. The credit facility includes covenants that, among other things,
   limit dividends and additional borrowings and provide for a minimum fixed
   charge coverage ratio and maximum total and senior leverage ratios. The term
   loan is repayable in 28 consecutive quarterly installments, commencing
   September 30, 2002, the first 24 of which will be $625,000 and the last four
   of which will each be in an amount of $58,750,000. On September 28, 2002,
   the Company had approximately $114.8 million of unused borrowing capacity
   after the issuance of $10.2 million of letters of credit to replace existing
   letters of credit under the Company's former credit agreement. The Company's
   assets are pledged as collateral to the credit facility.

   The total purchase price was allocated to the tangible and intangible assets
   and liabilities acquired based upon their respective fair values as of the
   closing date of the Transactions. Roundy's is in the process of obtaining
   third party valuations of certain property and equipment and intangible
   assets and allocating goodwill to its segments. Accordingly, its allocation
   of purchase price is subject to adjustment and such adjustment could be
   material.

                                     F-31



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company is in the process of finalizing plans to exit certain operating
   facilities as of September 28, 2002. Adjustments, if any, may consist of
   severance and future lease costs and would be recorded as additional
   goodwill.

   The following information presents the unaudited pro forma results of
   operations of the Company for fiscal 2001 and 2002, and includes the
   Company's consolidated results of operations and the results of The Copps
   Corporation acquired during fiscal 2001 as if the Transactions had been made
   at the beginning of fiscal 2001. The results presented below include certain
   pro forma adjustments to reflect the amortization of intangible assets and
   adjustments to interest expense and depreciation:



                                         Thirty-nine Weeks Ended
                                  -------------------------------------
                                  September 29, 2001 September 28, 2002
                                  ------------------ ------------------
                                               
         Net sales & service fees   $2,684,611,500     $2,691,238,600
         Net income..............       11,634,500         24,284,200


   The unaudited pro forma results of operations are prepared for comparative
   purposes only and do not necessarily reflect the results that would have
   occurred had the acquisitions occurred at the beginning of fiscal 2001 or
   the results that may occur in the future.

8) Segment Reporting. The Company and its subsidiaries sell and distribute food
   and nonfood products that are typically found in supermarkets primarily
   located in the Midwest. The Company's wholesale distribution segment sells
   to both Company-owned and independent retail food stores, while the retail
   segment sells directly to the consumer.

   Eliminations represent the activity between wholesale and Company-owned
   retail stores. Inter-segment revenues are recorded at amounts consistent
   with those charged to independent retail stores.

   Identifiable assets are those used exclusively by that industry segment.
   Corporate assets are principally cash and cash equivalents, notes
   receivable, transportation equipment, corporate office facilities, equipment
   and unallocated goodwill (approximately $330 million) and other intangible
   assets.




                   Predecessor     Successor      Predecessor    Predecessor       Successor
                  -------------  -------------  --------------  --------------  ---------------
                    13 Weeks       13 Weeks        39 Weeks      Period from      Period from
                      Ended          Ended           Ended       December 30,   June 7, 2002 to
                  September 29,  September 28,   September 29,     2001 to       September 28,
                      2001           2002            2001        June 6, 2002        2002
                  -------------  -------------  --------------  --------------  ---------------
                                                                 
Net Sales and
  Service Fees:
   Wholesale..... $ 751,247,300  $ 748,060,400  $2,093,493,900  $1,317,160,600  $  926,027,200
   Retail........   395,528,700    392,119,900     982,717,000     646,407,700     519,851,500
   Eliminations..  (239,865,000)  (236,179,800)   (620,355,400)   (404,099,100)   (314,109,300)
                  -------------  -------------  --------------  --------------  --------------
       Total..... $ 906,911,000  $ 904,000,500  $2,455,855,500  $1,559,469,200  $1,131,769,400
                  =============  =============  ==============  ==============  ==============
Income Before
  Income Taxes
Depreciation and
  Amortization:
   Wholesale..... $  14,534,000  $  18,920,000  $   43,205,500  $   33,364,200  $   23,628,300
   Retail........    11,358,500     14,545,100      28,786,200      21,306,900      19,826,500
   Corporate.....      (818,100)    (5,285,900)     (4,100,400)     (3,607,900)     (6,018,100)
                  -------------  -------------  --------------  --------------  --------------
       Total..... $  25,074,400  $  28,179,200  $   67,891,300  $   51,063,200  $   37,436,700
                  =============  =============  ==============  ==============  ==============


                                     F-32



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



                                          September 28,
                                              2002
                                          --------------
                                       
                        Identifiable
                        Assets:
                           Wholesale..... $  399,705,200
                           Retail........    351,452,000
                           Corporate.....    502,024,100
                                          --------------
                               Total..... $1,253,181,300
                                          ==============


9) Condensed Consolidating Financial Information. The following presents
   condensed consolidating financial statements of Roundy's, Inc. and its
   subsidiaries. All subsidiaries are 100% owned by Roundy's, Inc. The
   accounting policies for all entities are consistent with those previously
   described herein.

                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

13 Weeks Ended September 29, 2001



                                                         Predecessor
                                   -------------------------------------------------------
                                                    Combined
                                   Roundy's, Inc. Subsidiaries  Eliminations     Total
                                   -------------- ------------ -------------  ------------
                                                                  
Revenues:
   Net sales and service fees.....  $366,705,900  $703,779,700 $(163,574,600) $906,911,000
   Other--net.....................     5,095,200       652,500    (5,130,500)      617,200
                                    ------------  ------------ -------------  ------------
                                     371,801,100   704,432,200  (168,705,100)  907,528,200
                                    ------------  ------------ -------------  ------------
Costs and Expenses:
   Cost of sales..................   338,531,000   582,870,500  (160,295,600)  761,105,900
   Operating and administrative...    23,131,900   108,214,700    (3,279,000)  128,067,600
   Interest.......................     4,488,500     5,535,400    (5,130,500)    4,893,400
                                    ------------  ------------ -------------  ------------
                                     366,151,400   696,620,600  (168,705,100)  894,066,900
                                    ------------  ------------ -------------  ------------
Income Before Income Taxes........     5,649,700     7,811,600                  13,461,300
                                    ------------  ------------ -------------  ------------
Provision for Income Taxes........     2,429,300     3,359,000                   5,788,300
Equity in earnings of subsidiaries     4,452,600                  (4,452,600)
                                    ------------  ------------ -------------  ------------
Net Income........................  $  7,673,000  $  4,452,600 $  (4,452,600) $  7,673,000
                                    ============  ============ =============  ============


                                     F-33



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

13 Weeks Ended September 28, 2002



                                                          Successor
                                   -------------------------------------------------------
                                                    Combined
                                   Roundy's, Inc. Subsidiaries  Eliminations     Total
                                   -------------- ------------ -------------  ------------
                                                                  
Revenues:
   Net sales and service fees.....  $383,728,500  $682,376,000 $(162,104,000) $904,000,500
   Other--net.....................     3,839,300       594,900    (3,759,500)      674,700
                                    ------------  ------------ -------------  ------------
                                     387,567,800   682,970,900  (165,863,500)  904,675,200
                                    ------------  ------------ -------------  ------------
Costs and Expenses:
   Cost of sales..................   353,727,300   559,163,400  (159,044,500)  753,846,200
   Operating and administrative...    22,561,500   107,815,500    (3,059,500)  127,317,500
   Interest.......................     8,030,500     4,067,400    (3,759,500)    8,338,400
                                    ------------  ------------ -------------  ------------
                                     384,319,300   671,046,300  (165,863,500)  889,502,100
                                    ------------  ------------ -------------  ------------
Income Before Income Taxes........     3,248,500    11,924,600                  15,173,100
                                    ------------  ------------ -------------  ------------
Provision for Income Taxes........     1,331,900     4,889,000                   6,220,900
Equity in earnings of subsidiaries     7,035,600                  (7,035,600)
                                    ------------  ------------ -------------  ------------
Net Income........................  $  8,952,200  $  7,035,600 $  (7,035,600) $  8,952,200
                                    ============  ============ =============  ============


                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

39 Weeks Ended September 29, 2001



                                                           Predecessor
                                   -----------------------------------------------------------
                                                     Combined
                                   Roundy's, Inc.  Subsidiaries   Eliminations      Total
                                   -------------- -------------- -------------  --------------
                                                                    
Revenues:
   Net sales and service fees..... $1,080,651,500 $1,866,044,600 $(490,840,600) $2,455,855,500
   Other--net.....................     13,573,100      1,385,500   (13,473,200)      1,485,400
                                   -------------- -------------- -------------  --------------
                                    1,094,224,600  1,867,430,100  (504,313,800)  2,457,340,900
                                   -------------- -------------- -------------  --------------
Costs and Expenses:
   Cost of sales..................    994,863,600  1,559,979,700  (481,109,900)  2,073,733,400
   Operating and administrative...     70,222,900    273,276,100    (9,730,700)    333,768,300
   Interest.......................     12,892,400     14,063,900   (13,473,200)     13,483,100
                                   -------------- -------------- -------------  --------------
                                    1,077,978,900  1,847,319,700  (504,313,800)  2,420,984,800
                                   -------------- -------------- -------------  --------------
Income Before Income Taxes........     16,245,700     20,110,400                    36,356,100
                                   -------------- -------------- -------------  --------------
Provision for Income Taxes........      6,985,700      8,647,400                    15,633,100
Equity in earnings of subsidiaries     11,463,000                  (11,463,000)
                                   -------------- -------------- -------------  --------------
Net Income........................ $   20,723,000 $   11,463,000 $ (11,463,000) $   20,723,000
                                   ============== ============== =============  ==============



                                     F-34



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

Period from December 30, 2001 to June 6, 2002



                                                           Predecessor
                                   -----------------------------------------------------------
                                                     Combined
                                   Roundy's, Inc.  Subsidiaries   Eliminations      Total
                                   -------------- -------------- -------------  --------------
                                                                    
Revenues:
   Net sales and service fees.....  $653,065,400  $1,193,444,300 $(287,040,500) $1,559,469,200
   Other--net.....................     6,706,000         744,200    (6,756,700)        693,500
                                    ------------  -------------- -------------  --------------
                                     659,771,400   1,194,188,500  (293,797,200)  1,560,162,700
                                    ------------  -------------- -------------  --------------
Costs and Expenses:
   Cost of sales..................   600,978,500     978,537,900  (281,069,500)  1,298,446,900
   Operating and administrative...    42,720,000     185,629,200    (5,971,000)    222,378,200
   Interest.......................     5,633,900       7,266,700    (6,756,700)      6,143,900
                                    ------------  -------------- -------------  --------------
                                     649,332,400   1,171,433,800  (293,797,200)  1,526,969,000
                                    ------------  -------------- -------------  --------------
Income Before Income Taxes........    10,439,000      22,754,700                    33,193,700
                                    ------------  -------------- -------------  --------------
Provision for Income Taxes........     4,280,000       9,329,400                    13,609,400
Equity in earnings of subsidiaries    13,425,300                   (13,425,300)
                                    ------------  -------------- -------------  --------------
Net Income........................  $ 19,584,300  $   13,425,300 $ (13,425,300) $   19,584,300
                                    ============  ============== =============  ==============


                  CONDENSED CONSOLIDATING STATEMENT OF INCOME

Period from June 7, 2002 to September 28, 2002



                                                           Successor
                                   ---------------------------------------------------------
                                                    Combined
                                   Roundy's, Inc. Subsidiaries  Eliminations      Total
                                   -------------- ------------ -------------  --------------
                                                                  
Revenues:
   Net sales and service fees.....  $479,602,700  $855,798,700 $(203,632,000) $1,131,769,400
   Other--net.....................     5,041,800       768,200    (4,973,900)        836,100
                                    ------------  ------------ -------------  --------------
                                     484,644,500   856,566,900  (208,605,900)  1,132,605,500
                                    ------------  ------------ -------------  --------------
Costs and Expenses:
   Cost of sales..................   442,100,000   700,415,400  (199,822,700)    942,692,700
   Operating and administrative...    27,686,100   134,091,600    (3,809,300)    157,968,400
   Interest.......................    10,305,000     5,382,500    (4,973,900)     10,713,600
                                    ------------  ------------ -------------  --------------
                                     480,091,100   839,889,500  (208,605,900)  1,111,374,700
                                    ------------  ------------ -------------  --------------
Income Before Income Taxes........     4,553,400    16,677,400                    21,230,800
                                    ------------  ------------ -------------  --------------
Provision for Income Taxes........     1,866,900     6,837,700                     8,704,600
Equity in earnings of subsidiaries     9,839,700                  (9,839,700)
                                    ------------  ------------ -------------  --------------
Net Income........................  $ 12,526,200  $  9,839,700 $  (9,839,700) $   12,526,200
                                    ============  ============ =============  ==============



                                     F-35



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                     CONDENSED CONSOLIDATING BALANCE SHEET

As of September 28, 2002



                                                                 Successor
                                         ---------------------------------------------------------
                                                          Combined
                                         Roundy's, Inc. Subsidiaries  Eliminations      Total
                                         -------------- ------------ -------------  --------------
                                                                        
Assets
Current Assets:
   Cash and cash equivalents............ $   56,078,700 $ 22,506,700 $              $   78,585,400
   Notes and accounts receivable - net..     29,962,100   56,102,800    (4,822,500)     81,242,400
   Merchandise inventories..............     74,460,800  166,894,100                   241,354,900
   Prepaid expenses and other...........     12,873,000    9,539,900                    22,412,900
                                         -------------- ------------ -------------  --------------
       Total current assets.............    173,374,600  255,043,500    (4,822,500)    423,595,600
                                         -------------- ------------ -------------  --------------
Other Assets:...........................
   Investment in subsidiaries...........    164,278,100               (164,278,100)
   Intercompany receivables.............    229,790,400               (229,790,400)
   Goodwill and other intangibles.......    420,783,800  113,944,800                   534,728,600
   Other................................        677,800    9,864,600                    10,542,400
                                         -------------- ------------ -------------  --------------
       Total other assets...............    815,530,100  123,809,400  (394,068,500)    545,271,000
                                         -------------- ------------ -------------  --------------
Property and Equipment--Net.............     26,976,800  257,337,900                   284,314,700
                                         -------------- ------------ -------------  --------------
                                         $1,015,881,500 $636,190,800 $(398,891,000) $1,253,181,300
                                         ============== ============ =============  ==============

Liabilities and Stockholders' Equity
Current Liabilities:
   Current maturities of long-term debt. $    2,500,000 $    417,000 $              $    2,917,000
   Accounts payable.....................    110,093,100  107,760,000    (2,697,500)    215,155,600
   Intercompany payable.................                 229,790,400  (229,790,400)
   Accrued expenses.....................     55,864,200   67,531,000                   123,395,200
       Total current liabilities........    168,457,300  405,498,400  (232,487,900)    341,467,800
                                         -------------- ------------ -------------  --------------
Long-Term Debt, Less Current
  Maturities............................    472,500,000   13,470,100                   485,970,100
Other Liabilities.......................     47,898,000   52,944,200    (2,125,000)     98,717,200
                                         -------------- ------------ -------------  --------------
       Total liabilities................    688,855,300  471,912,700  (234,612,900)    926,155,100
                                         -------------- ------------ -------------  --------------
Stockholders' Equity....................    327,026,200  164,278,100  (164,278,100)    327,026,200
                                         -------------- ------------ -------------  --------------
                                         $1,015,881,500 $636,190,800 $(398,891,000) $1,253,181,300
                                         ============== ============ =============  ==============


                                     F-36



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

39 Weeks Ended September 29, 2001



                                                                             Predecessor
                                                              -----------------------------------------
                                                                               Combined
                                                              Roundy's, Inc. Subsidiaries      Total
                                                              -------------- ------------  ------------
                                                                                  
Net Cash Flows from Operating Activities:                      $(17,121,100) $ 55,277,400  $ 38,156,300
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds.....................    (7,213,800)  (12,511,200)  (19,725,000)
   Payment for business acquisitions net of cash acquired....   (76,727,500)                (76,727,500)
   Other real estate and notes receivable....................       330,900     2,123,200     2,454,100
                                                               ------------  ------------  ------------
   Net cash flows used in investing activities...............    83,610,400   (10,388,000)  (93,998,400)
                                                               ------------  ------------  ------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings........................    88,000,000                  88,000,000
   Reductions in debt........................................   (24,850,000)   (3,972,000)  (28,822,000)
   Common stock purchased & sold.............................    (3,832,300)                 (3,832,300)
   Intercompany receivables--net.............................    43,043,200   (43,043,200)
                                                               ------------  ------------  ------------
   Net cash flows provided by (used in) financing activities.   102,360,900   (47,015,200)   55,345,700
                                                               ------------  ------------  ------------
Net (Increase/decrease) in Cash and Cash Equivalents.........     1,629,400    (2,125,800)     (496,400)
Cash And Cash Equivalents, Beginning of Period...............    21,803,000    18,090,300    39,893,300
                                                               ------------  ------------  ------------
Cash And Cash Equivalents, End of Period.....................  $ 23,432,400  $ 15,964,500  $ 39,396,900
                                                               ============  ============  ============


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Period from December 30, 2001 to June 30, 2002



                                                                    Predecessor
                                                     -----------------------------------------
                                                                      Combined
                                                     Roundy's, Inc. Subsidiaries      Total
                                                     -------------- ------------  ------------
                                                                         
Net Cash Flows from Operating Activities:             $ (5,620,100) $ 50,499,600  $ 44,879,500
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds............    (4,007,600)   (6,156,900)  (10,164,500)
   Other real estate and notes receivable...........       443,300       400,300       843,600
                                                      ------------  ------------  ------------
   Net cash flows used in investing activities......    (3,564,300)   (5,756,600)   (9,320,900)
                                                      ------------  ------------  ------------
Cash Flows From Financing Activities:
   Reductions in debt...............................   (48,450,100)     (167,900)  (48,618,000)
   Common stock purchased & sold....................       (55,900)                    (55,900)
   Intercompany receivables--net....................    39,915,500   (39,915,500)
                                                      ------------  ------------  ------------
   Net cash flows used in financing activities......    (8,590,500)  (40,083,400)  (48,673,900)
                                                      ------------  ------------  ------------
Net (Decrease)/increase in Cash and Cash Equivalents   (17,774,900)    4,659,600   (13,115,300)
Cash And Cash Equivalents, Beginning of Period......    23,137,200    22,379,300    45,516,500
                                                      ------------  ------------  ------------
Cash And Cash Equivalents, End of Period............  $  5,362,300  $ 27,038,900  $ 32,401,200
                                                      ============  ============  ============


                                     F-37



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Period from June 7, 2002 to September 28, 2002



                                                                      Successor
                                                     ------------------------------------------
                                                                      Combined
                                                     Roundy's, Inc. Subsidiaries      Total
                                                     -------------- ------------  -------------
                                                                         
Net Cash Flows from Operating Activities:            $     327,200  $ 39,714,600  $  40,041,800
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds............      (933,500)  (11,665,300)   (12,598,800)
   Acquisition consideration........................  (575,360,700)                (575,360,700)
   Other real estate and notes receivable...........       103,700       215,300        319,000
                                                     -------------  ------------  -------------
   Net cash flows used in investing activities......  (576,190,500)  (11,450,000)  (587,640,500)
                                                     -------------  ------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings...............   475,000,000                  475,000,000
   Settlement of interest rate swap.................    (6,652,000)                  (6,652,000)
   Reductions in debt...............................  (165,899,900)     (143,500)  (166,043,300)
   Debt issuance costs..............................   (23,021,800)                 (23,021,800)
   Contributed capital..............................   314,500,000                  314,500,000
   Intercompany receivables--net....................    32,653,400   (32,653,400)
                                                     -------------  ------------  -------------
   Net cash flows provided by (used in)
     financing activities...........................   626,579,700   (32,796,800)   593,782,900
                                                     -------------  ------------  -------------
Net Increase (decrease) in Cash and Cash Equivalents    50,716,400    (4,532,200)    46,184,200
Cash And Cash Equivalents, Beginning of Period......     5,362,300    27,038,900     32,401,200
                                                     -------------  ------------  -------------
Cash And Cash Equivalents, End of Period............ $  56,078,700  $ 22,506,700  $  78,585,400
                                                     =============  ============  =============



                                     F-38



NOTE:THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP, THE
     COPPS CORPORATION'S FORMER INDEPENDENT ACCOUNTANTS. THIS REPORT HAS NOT
     BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH THE FILING OF THE
     REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of The Copps Corporation:

   We have audited the accompanying consolidated balance sheet of The Copps
Corporation (a Wisconsin corporation) and subsidiaries as of January 26, 2001,
and the related consolidated statements of income, shareholders' investment and
cash flows for the fiscal year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

   We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The Copps
Corporation and subsidiaries as of January 26, 2001 and the results of their
operations and their cash flows for the fiscal year then ended in conformity
with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
April 11, 2001

                                     F-39



                    THE COPPS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET



                                                                           January 26,
                                                                              2001
- -                                                                          ------------
                                                                        
                                 ASSETS
CURRENT ASSETS:
   Cash and cash equivalents.............................................. $ 16,316,000
   Accounts receivable, less allowances of $285,000.......................    6,756,000
   Inventories, less adjustment to last-in, first-out cost of $10,575,000.   37,380,000
   Income taxes receivable................................................      203,000
   Deferred income tax benefits...........................................    2,734,000
   Prepaid expenses.......................................................    1,108,000
                                                                           ------------
       Total current assets...............................................   64,497,000
PROPERTY AND EQUIPMENT:
   Land and land improvements.............................................    5,883,000
   Buildings..............................................................   24,018,000
   Leasehold improvements.................................................    7,749,000
   Fixtures and equipment.................................................   76,501,000
   Construction in progress...............................................    6,517,000
   Assets under capital lease.............................................   15,149,000
                                                                           ------------
                                                                            135,817,000
   Less accumulated depreciation and amortization.........................   68,802,000
                                                                           ------------
       Net property and equipment.........................................   67,015,000
OTHER ASSETS:
   Cash surrender value of life insurance.................................    1,173,000
   Goodwill and other assets, net of accumulated amortization of $535,000.    3,393,000
   Long-term receivables, less allowances of $203,000.....................      515,000
                                                                           ------------
       Total other assets.................................................    5,081,000
                                                                           ------------
                                                                           $136,593,000
                                                                           ============
                LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
   Accounts payable....................................................... $ 18,507,000
   Amounts payable to bank................................................   11,584,000
   Accrued liabilities....................................................   12,223,000
   Current maturities of long-term debt and capital lease obligations.....    2,615,000
                                                                           ------------
       Total current liabilities..........................................   44,929,000
LONG-TERM DEBT............................................................    2,087,000
CAPITAL LEASE OBLIGATIONS.................................................   13,957,000
DEFERRED INCOME TAXES.....................................................    1,098,000
OTHER LONG-TERM LIABILITES................................................    5,040,000
SHAREHOLDERS' INVESTMENT:
   Common stock...........................................................      919,000
   Capital in excess of par value.........................................      324,000
   Retained earnings......................................................   68,239,000
                                                                           ------------
       Total shareholders' investment.....................................   69,482,000
                                                                           ------------
                                                                           $136,593,000
                                                                           ============


        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-40



                    THE COPPS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF INCOME



                                                For the Fiscal
                                                  Year Ended
                                                 January 26,
                                                     2001
                                                --------------
                                             
                 NET SALES.....................  $630,854,000
                 COST OF SALES.................   487,041,000
                                                 ------------
                    Gross profit...............   143,813,000
                 NET OPERATING EXPENSES........   136,240,000
                 PROVISION FOR CLOSED STORES...     2,839,000
                                                 ------------
                    Income from operations.....     4,734,000
                 INTEREST EXPENSE..............     1,179,000
                                                 ------------
                    Income before income taxes.     3,555,000
                 PROVISION FOR INCOME TAXES....       832,000
                                                 ------------
                    Net income.................  $  2,723,000
                                                 ============




        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-41



                    THE COPPS CORPORATION AND SUBSIDIARIES

              CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT



                                   Common Stock   Capital in
       -                         ---------------- Excess of   Retained
                                 Shares  Amount   Par Value   Earnings
       -                         ------ --------- ---------- -----------
                                                 
       BALANCE, JANUARY 28, 2000  919    $919,000  $324,000  $65,516,000
          Net income............                               2,723,000
                                  ---   ---------  --------  -----------
       BALANCE, JANUARY 26, 2001  919    $919,000  $324,000  $68,239,000
                                  ===   =========  ========  ===========


   As of January 26, 2001, 2,500 shares of $1,000 par value common stock were
authorized for issuance.



        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-42



                    THE COPPS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                                       For the Fiscal
                                                                                         Year Ended
                                                                                        January 26,
                                                                                            2001
                                                                                       --------------
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income.........................................................................  $  2,723,000
   Adjustments to reconcile net income to net cash provided by operating activities--
   Provision for closed stores........................................................     2,839,000
   Depreciation and amortization......................................................     9,069,000
   Deferred income taxes..............................................................    (1,780,000)
   Loss on sale of property and equipment.............................................        25,000
   Changes in components of working capital--
       Accounts and income taxes receivable...........................................       169,000
       Inventories....................................................................      (104,000)
       Prepaid expenses...............................................................       164,000
       Accounts payable...............................................................       780,000
       Amounts payable to bank........................................................     1,065,000
       Accrued liabilities............................................................       (20,000)
       Other long-term assets and liabilities.........................................     1,004,000
                                                                                       -------------
   Net cash provided by operating activities..........................................    15,934,000
                                                                                       -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment..............................................   (14,754,000)
   Proceeds from sale of property and equipment.......................................       730,000
                                                                                       -------------
       Net cash used in investing activities..........................................   (14,024,000)
                                                                                       -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of long-term debt..........................................................    (2,269,000)
   Payments under capital lease obligations...........................................      (318,000)
                                                                                       -------------
       Net cash used in financing activities..........................................    (2,587,000)
                                                                                       -------------
       Net decrease in cash and cash equivalents......................................      (677,000)
CASH AND CASH EQUIVALENTS, beginning of year..........................................    16,993,000
                                                                                       -------------
CASH AND CASH EQUIVALENTS, end of year................................................  $ 16,316,000
                                                                                       =============
ADDITIONAL CASH FLOW INFORMATION:
   Cash paid for--
       Interest.......................................................................  $  1,715,000
       Income taxes...................................................................     2,451,000


        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-43



                    THE COPPS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--

   (a) Basis of Consolidation and Description of Business--

      The accompanying consolidated financial statements include the accounts
   of The Copps Corporation and its subsidiaries (the "Company"). All
   significant intercompany accounts and transactions have been eliminated.

      The Company is in the food distribution business in various communities
   throughout Wisconsin and Michigan's upper peninsula. The Company sells at
   the retail level through its own stores and is a wholesale supplier to
   various independently-owned and managed stores. The Company's accounts and
   notes receivable, as well as its long-term receivables, are primarily from
   these independent stores, and are generally secured by the stores'
   inventories.

   (b) Accounting Period--

      The Company's fiscal year ends on the last Friday in January. The 2001
   fiscal year was a 52 week period, ending on January 26, 2001.

   (c) Use of Estimates--

      The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect the reported amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of the financial
   statements and the reported amounts of revenues and expenses during the
   reporting period. Actual results could differ from those estimates.

   (d) Revenue Recognition--

      Wholesale revenues are recognized when product is shipped. Retail
   revenues are recognized at the point of sale.

   (e) Cash and Cash Equivalents--

      The Company generally considers all highly liquid investments with a
   maturity of three months or less when purchased to be cash equivalents.

   (f) Inventories--

      Inventories are stated at cost which is not in excess of market. For
   substantially all inventories (81% at January 26, 2001) cost is determined
   on a last-in, first-out (LIFO) basis.

   (g) Property and Equipment--

      Property and equipment are stated at cost. Major renewals and betterments
   are capitalized, while replacements, maintenance and repairs which do not
   improve or extend the useful life of the respective assets are expensed as
   incurred. When property and equipment is disposed of, the related costs and
   accumulated depreciation are removed from the accounts, and gains or losses
   on disposition are included in the consolidated statement of income.

      Depreciation is calculated using the straight-line method for financial
   reporting purposes and accelerated methods for income tax purposes.
   Depreciation expense is based on the following estimated useful lives for
   financial reporting purposes: buildings, 18-39 years; fixtures and
   equipment, 5-10 years;

                                     F-44



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   land improvements, 20 years. Leasehold improvements are generally amortized
   over the shorter of the life of the improvements or the remaining term of
   the lease.

      Properties leased under capital leases are amortized using the
   straight-line method over the related lease periods, which approximate the
   useful lives of the properties.

   (h) Goodwill--

      Goodwill represents the excess of purchase price over identifiable net
   assets of an acquired business or assets. The Company amortizes goodwill
   over a useful life of 40 years. The Company periodically evaluates whether
   events or circumstances have impaired this asset. If an impairment would
   occur, the Company would either reduce its carrying value or its remaining
   estimated useful life.

   (i) New Stores--

      New store opening costs are expensed as incurred. New stores which are
   constructed by the Company are generally sold and leased back upon
   completion.

   (j) Life Insurance Policies--

      The Company maintains life insurance policies on officers and key
   personnel. The face amounts of the policies of which the Company is the sole
   beneficiary totaled $1,128,000 as of January 26, 2001.

   (k) Advertising--

      The Company expenses advertising costs as incurred. Advertising expense
   totaled $5,289,000 for the fiscal year ended January 26, 2001.

   (l) Shipping and Handling Revenues--

      The Company records shipping and handling revenue charged to customers as
   net sales and shipping and handling costs as operating expenses. Shipping
   and handling costs were $4,483,000 in 2001.

(2)  LONG-TERM DEBT--

   Long-term debt consists of the following as of January 26, 2001:



                                                                                         2001
                                                                                      ----------
                                                                                   
9.78% senior notes with quarterly principal installments of $375,000 until October 1,
  2002............................................................................... $2,625,000
6.7% note with quarterly principal installments of $192,000 until
  March 1, 2003......................................................................  1,731,000
                                                                                      ----------
                                                                                       4,356,000
Less--current maturities.............................................................  2,269,000
                                                                                      ----------
                                                                                      $2,087,000
                                                                                      ==========


                                     F-45



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The amount of long-term debt payable in each of the following fiscal years
is as follows:



                          Fiscal Year:        Amount
                          ------------      ----------
                                         
                          2002............. $2,269,000
                          2003.............  1,895,000
                          2004.............    192,000
                                            ----------
                                 Total..... $4,356,000
                                            ==========


   Certain debt agreements contain various covenants, including limitations on
annual expenditures for fixed assets and rentals, selling a substantial part of
Company assets, cash dividend payments not exceeding 50% of consolidated
adjusted net income in any fiscal year, guaranteeing obligations of others,
issuing or selling stock, consolidating or merging, and requirements as to
maintenance of tangible net worth, working capital, current ratio, funded
indebtedness, debt service coverage and coverage of fixed charges, among
others, all as defined in the respective agreements. As of January 26, 2001,
the Company had violated one of the financial covenants, however, this
violation was subsequently waived by the lender.

   Based upon interest rates currently available to the Company, a long-term
debt portfolio with similar terms and maturities would have a fair market value
which approximates the carrying amount at January 26, 2001.

   The Company also maintains a $10,000,000 unsecured line of credit which
expires June 30, 2002. The interest rate on any borrowings is at the lesser of
prime or LIBOR plus 1.25%. There were no borrowings under the line of credit at
January 26, 2001.

(3)  LEASES--

   It is the Company's policy to lease certain store facilities under long-term
agreements. In a few instances, the leases provide for increased rental amounts
based on a percentage of sales in excess of stipulated amounts. Renewal options
are available for periods of two to five years under the terms identical to the
initial lease. Purchase options are available under some of the leases. Several
of these store leases represent capital leases.

   A summary of assets under capital leases at January 26, 2001 is as follows:



                                                     2001
                                                  -----------
                                               
                   Capital leases................ $15,149,000
                   Less--accumulated amortization   2,212,000
                                                  -----------
                                                  $12,937,000
                                                  ===========


                                     F-46



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following is a schedule of the future minimum lease payments due under
capital leases, together with the present value of the minimum lease payments,
as of January 26, 2001:



            Fiscal Year:                                  Amount
            ------------                                -----------
                                                     
            2002....................................... $ 1,564,000
            2003.......................................   1,564,000
            2004.......................................   1,573,000
            2005.......................................   1,575,000
            2006.......................................   1,575,000
            Thereafter.................................  19,918,000
                                                        -----------
               Total minimum lease payments............  27,769,000
               Less--amount representing interest......  13,466,000
                                                        -----------
               Present value of minimum lease payments.  14,303,000
               Less--current maturities................     346,000
                                                        -----------
                                                        $13,957,000
                                                        ===========


   In addition, the Company leases transportation equipment (principally
tractors and trailers) and certain other office and store equipment under
leases which do not exceed seven years. These leases, along with leases for
certain store facilities, have been accounted for as operating leases.

   The following is a schedule of future minimum lease payments required under
operating leases that have noncancelable lease terms in excess of one year as
of January 26, 2001:



 Fiscal Year:                                                        Amount
 ------------                                                      -----------
                                                                
 2002............................................................. $ 5,041,000
 2003.............................................................   4,658,000
 2004.............................................................   4,326,000
 2005.............................................................   4,038,000
 2006.............................................................   3,960,000
 Thereafter.......................................................  22,914,000
                                                                   -----------
    Total minimum payments........................................  44,937,000
    Less-minimum amounts receivable under noncancelable subleases.   4,565,000
                                                                   -----------
    Net minimum lease payments.................................... $40,372,000
                                                                   ===========


   Rental expense for all operating leases totaled $6,799,000 in fiscal 2001.
These amounts included $1,484,000 in fiscal 2001 for contingent rentals,
primarily on transportation equipment, for which additional amounts are payable
based on actual miles of use. Rental income received under noncancelable
subleases totaled $679,000 in fiscal 2001.

                                     F-47



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(4)  INCOME TAXES--

   The provision (benefit) for income taxes consists of:



                                            2001
                                        -----------
                                     
                            Current--
                               Federal. $ 2,182,000
                               State...     430,000
                            Deferred...  (1,780,000)
                                        -----------
                                        $   832,000
                                        ===========


   The difference between the provision for income taxes and the expected tax
provision as calculated by multiplying income before income taxes by the
applicable Federal tax rate (34%) is due primarily to state income taxes and
adjustments related to completed tax examinations.

   Deferred income tax assets and liabilities are recorded on temporary
differences at the tax rate expected to be in effect when the temporary
differences reverse. Temporary differences which give rise to deferred tax
assets and liabilities as of January 26, 2001 relate primarily to property and
equipment, pension obligations and other accruals and reserves established for
financial reporting purposes. No valuation allowance has been recorded related
to any of the deferred tax assets.

   The components of the net deferred tax balances as of January 26, 2001 are
as follows:



                                                       2001
                                                   -----------
                                                
                 Current--
                    Deferred tax assets........... $ 2,734,000
                                                   -----------
                 Deferred income tax benefits..... $ 2,734,000
                                                   ===========
                 Noncurrent--
                    Deferred tax assets........... $ 3,808,000
                    Deferred tax liabilities......  (4,906,000)
                                                   -----------
                 Net deferred income tax liability $(1,098,000)
                                                   ===========


                                     F-48



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(5)  COMPANY SPONSORED PENSION PLANS--

   The Company maintains a defined benefit pension plan covering substantially
all of its nonunion employees and a related supplemental plan for certain
members of management (the "Plans"). Plan benefits are determined based upon
years of service and compensation levels. The Company's funding policy is to
make annual contributions to the Plans approximating the minimum amount allowed
by applicable regulations. Plan assets are invested in pooled funds maintained
by the Plan's trustee.

   Information regarding the Plans is as follows:



                                                                   2001
                                                               ------------
                                                            
    For the year ended January 1:
       Annual pension expense................................. $    962,000
       Benefit payments.......................................      348,000
       Employer contributions.................................      289,000

                                                                   2001
    As of January 1:                                           ------------
       Projected benefit obligation........................... $(17,712,000)
       Plan assets, at fair market value......................   14,146,000
                                                               ------------
       Funded status.......................................... $ (3,566,000)
                                                               ============
       Amounts recognized in the consolidated balance sheet--
           Accrued pension liability.......................... $  3,278,000
           Intangible asset...................................      436,000


   Assumptions used in determining the Plans' funded status as of January 1
were:



                                                              2001
                                                              ----
                                                           
             Weighted-average discount rate.................. 7.50%
             Rates of increase in compensation levels........ 5.00%
             Expected long-term rate of return on plan assets 9.00%


   Subsequent to the January 1, 2001 valuation, the Company contributed
$106,000 to the Plans.

(6)  OTHER EMPLOYEE BENEFIT PLANS--

   The Company has a savings and investment plan established pursuant to
Internal Revenue Code Section 401(k) whereby substantially all qualified
employees (all employees except warehouse union employees) may defer a portion
of their annual compensation through contributions to the plan. The Company
will match the employees' contributions to the plan up to one percent (1%) of
the defined portion of the employees' annual contribution. In fiscal 2001 such
matching contributions made by the Company totaled $414,000. All employee and
Company contributions are considered fully vested.

   The Company also has a defined contribution 401(k) savings and investment
plan for warehouse employees included in a collective bargaining agreement.
Under the plan, eligible employees may contribute up to 15% of their salary
through payroll deductions. The plan does not provide for any mandatory or
discretionary contributions by the Company.

   The Company also participates in a multiemployer pension plan not
administered by the Company. The Plan provides defined benefits to
substantially all warehouse and trucking employees covered by collective
bargaining

                                     F-49



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

agreements. The Company has not undertaken to, and does not presently intend to
terminate, withdraw or partially withdraw from the multiemployer pension plan.

(7)  STOCK OPTION PLAN--

   The Company has a non-statutory stock option plan for selected officers. All
options under this plan are granted on a discretionary basis at an option price
equal to the estimated fair market value of the Company's common stock at the
date of grant. The options have contractual lives of 25 to 30 years and are
exercisable at the time of grant.

   No options have been granted by the Company since fiscal 1996. In addition,
there was no option activity during fiscal 2001. At January 26, 2001, the
Company had 581 outstanding options to grant shares of common stock at a
weighted average price of $14,200 per share.

   At January 26, 2001, the composition of the outstanding options, all of
which were exercisable was as follows:



                       Price   Number of Average Remaining
                     Per Share  Shares   Contractual Lives
                     --------- --------- -----------------
                                   
                      $12,000.    459        20 years
                      $22,500     122        20 years


   The Company measures compensation cost for the stock options using methods
prescribed by APB Opinion No. 25. Accordingly, no compensation expense has been
recorded for the plan in fiscal 2001.

(8)  CLOSED STORES--

   Prior to January 26, 2001, management approved a plan to close two Copps
Food Stores, one in Oshkosh, WI and one in Marshfield, WI. These stores were
subsequently closed in the first quarter of fiscal 2002. A provision of
$2,839,000 was recorded in fiscal 2001 for the estimated loss on the disposal
of facilities, equipment and remaining lease costs. The provision also included
the related employee and maintenance costs through the estimated disposal dates
of the stores.

(9)  SUBSEQUENT EVENT--

   On February 8, 2001, management signed a letter of intent to sell all of the
common stock of the Company to Roundy's, Inc. subject to final shareholder
approval.

                                     F-50



                    THE COPPS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)



                                                                            April 20,
                                                                              2001
                                                                           ------------
                                                                        
                                 ASSETS
CURRENT ASSETS:
   Cash and cash equivalents.............................................. $ 13,393,000
   Accounts receivable, less allowances of $284,000.......................    5,250,000
   Inventories, less adjustment to last-in, first-out cost of $10,891,000.   38,215,000
   Income taxes receivable................................................      170,000
   Deferred income tax benefits...........................................    2,750,000
   Prepaid expenses.......................................................    1,597,000
                                                                           ------------
       Total current assets...............................................   61,375,000
PROPERTY AND EQUIPMENT:
   Land and land improvements.............................................    4,864,000
   Buildings..............................................................   21,831,000
   Leasehold improvements.................................................    7,770,000
   Fixtures and equipment.................................................   76,796,000
   Construction in progress...............................................    8,745,000
   Assets under capital leases............................................   15,147,000
   Assets available for sale..............................................    3,307,000
                                                                           ------------
                                                                            138,460,000
   Less-accumulated depreciation and amortization.........................   70,782,000
                                                                           ------------
       Net property and equipment.........................................   67,678,000
OTHER ASSETS:
   Cash surrender value of life insurance.................................    1,192,000
   Goodwill and other assets, net of accumulated amortization of $567,000.    3,361,000
   Long-term receivables, less allowances of $203,000.....................      475,000
                                                                           ------------
       Total other assets.................................................    5,028,000
                                                                           ------------
                                                                           $134,081,000
                                                                           ============
                LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
   Accounts payable....................................................... $ 18,619,000
   Amounts payable to bank................................................    7,210,000
   Income taxes payable...................................................      579,000
   Accrued liabilities....................................................   13,578,000
   Current maturities of long-term debt and capital lease obligations.....    2,615,000
                                                                           ------------
       Total current liabilities..........................................   42,601,000
LONG-TERM DEBT............................................................    1,519,000
CAPITAL LEASE OBLIGATIONS.................................................   13,877,000
DEFERRED INCOME TAXES.....................................................    1,017,000
OTHER LONG-TERM LIABILITIES...............................................    4,831,000
STOCKHOLDERS' INVESTMENT
   Common stock...........................................................      919,000
   Capital in excess of par value.........................................      324,000
   Retained earnings......................................................   68,993,000
                                                                           ------------
       Total stockholders' investment.....................................   70,236,000
                                                                           ------------
                                                                           $134,081,000
                                                                           ============


 The notes to consolidated financial statements should be read in conjunction
                             with this statement.

                                     F-51



                    THE COPPS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF INCOME
               For the Twelve Week Period Ending April 20, 2001
                                  (UNAUDITED)



                                                  April 20,
                                                    2001
                                                 ------------
                                              
                  NET SALES..................... $137,377,000
                  COST OF SALES.................  105,813,000
                                                 ------------
                     Gross profit...............   31,564,000
                  NET OPERATING EXPENSES........   30,136,000
                                                 ------------
                     Income from operations.....    1,428,000
                  INTEREST EXPENSE..............      191,000
                                                 ------------
                     Income before income taxes.    1,237,000
                  PROVISION FOR INCOME TAXES....      482,000
                                                 ------------
                     Net income................. $    755,000
                                                 ============





 The notes to consolidated financial statements should be read in conjunction
                             with this statement.

                                     F-52



                    THE COPPS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS
               For the Twelve Week Period Ending April 20, 2001
                                  (UNAUDITED)



                                                                                       April 20, 2001
                                                                                       --------------
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income.........................................................................  $   755,000
   Adjustments to reconcile net income to net cash provided by operating activities--
   Depreciation and amortization......................................................    2,012,000
   Deferred income taxes..............................................................      (97,000)
   Accounts and income taxes receivable...............................................    1,538,000
   Inventories........................................................................     (835,000)
   Prepaid expenses...................................................................     (489,000)
   Accounts payable...................................................................      112,000
   Amounts payable bank...............................................................   (4,373,000)
   Income taxes payable...............................................................      579,000
   Accrued liabilities................................................................    1,355,000
   Other long-term assets and liabilities.............................................     (189,000)
                                                                                        -----------
       Net cash provided by operating activities......................................      368,000
                                                                                        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment..............................................   (2,644,000)
                                                                                        -----------

       Net cash used in investing activities..........................................   (2,644,000)
                                                                                        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of long-term debt obligations..............................................     (567,000)
   Payments under capital lease obligations...........................................      (80,000)
                                                                                        -----------
       Net cash used in financing activities..........................................     (647,000)
                                                                                        -----------

       Net decrease in cash and cash equivalents......................................   (2,923,000)
CASH AND CASH EQUIVALENTS, beginning of period........................................   16,316,000
                                                                                        -----------
CASH AND CASH EQUIVALENTS, end of period..............................................  $13,393,000
                                                                                        ===========

ADDITIONAL CASH FLOW INFORMATION:
   Cash paid for--
       Interest.......................................................................  $   404,000
       Income taxes...................................................................           --



 The notes to consolidated financial statements should be read in conjunction
                             with this statement.

                                     F-53



                    THE COPPS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

   The consolidated financial statements include the accounts of The Copps
Corporation (the "Company") and its wholly owned subsidiaries and have been
prepared by the Company without audit. All adjustments which management
believes are necessary for a fair statement of results for the interim period
presented have been reflected and are of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested these statements be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
latest Annual Report.

2.  CLOSED STORES

   In the fiscal year ended January 26, 2001 ("Fiscal 2001"), management
approved a plan to close two Copps Food Stores, one in Oshkosh, Wisconsin and
one in Marshfield, Wisconsin. These stores were closed in the period ended
April 20, 2001. The respective cost of the stores' land and land improvements
and buildings have been reclassified to assets available for sale.

3.  INCOME TAXES

   The difference between the provision for income taxes and the expected
income tax provision as calculated by multiplying income before income taxes by
the applicable federal tax rate (34%) is due primarily to state income taxes
and has been estimated at 39%.

4.  SUBSEQUENT EVENT

   On May 3, 2001, the shareholders of the Company and its subsidiaries
approved the sale of the Company's common stock to Roundy's, Inc. ("Roundy's")
for $95 million plus other adjustments. Effective May 19, 2001, Roundy's
purchased the Company's 1,500 shares of outstanding common stock in accordance
with a share exchange agreement ("Share Exchange") and became the sole
shareholder of the Company.

                                     F-54



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

   We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful. The
information in this prospectus is current as of           , 2003.

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

                               TABLE OF CONTENTS

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



                                                          Page
                                                          ----
                                                       
                  Prospectus Summary.....................   1
                  Summary Consolidated Financial Data....   9
                  Risk Factors...........................  11
                  The Transactions.......................  21
                  Use Of Proceeds........................  22
                  The Exchange Offer.....................  23
                  Capitalization.........................  33
                  Unaudited Pro Forma Condensed Financial
                   Statements............................  34
                  Selected Historical Financial Data.....  38
                  Management's Discussion And Analysis Of
                   Financial Condition And Results Of
                   Operations............................  40
                  Business...............................  50
                  Management.............................  60
                  Certain Relationships And Related
                   Transactions..........................  68
                  Principal Stockholders.................  71
                  Description Of Senior Credit Facility..  71
                  Description Of Notes...................  73
                  Material U.S. Federal Income Tax
                   Considerations........................ 119
                  Plan Of Distribution................... 123
                  Legal Matters.......................... 123
                  Where You Can Find Other Information... 124
                  Experts................................ 124
                  Index To Financial Statements.......... F-1


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

                                Roundy's, Inc.

[LOGO] ROUNDY'S (R)
SINCE 1872

                                  $75,000,000

Offer to exchange $75,000,000 8 7/8% Senior Subordinated Notes due 2012 for any
                              and all outstanding
                   8 7/8% Senior Subordinated Notes due 2012

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

                                  PROSPECTUS

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


                                         , 2003

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



              PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

Registrants Incorporated Under Michigan Law

   Midland Grocery of Michigan, Inc. is incorporated under the laws of the
State of Michigan. Sections 450.1561-450.1571 of the Michigan Business
Corporation Act ("Michigan Statute") provides that a Michigan corporation may
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of such corporation, by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 450.1567 of the
Michigan Statute further authorizes a corporation to purchase and maintain
insurance on behalf of any indemnified person against any liability asserted
against him or her and incurred by him or her in any indemnified capacity, or
arising out of his status as such, regardless of whether the corporation would
otherwise have the power to indemnify him or her under the Michigan Statute.

   The articles of incorporation of Midland Grocery of Michigan, Inc. provide
that the corporation may indemnify any director to the fullest extent provided
by the Michigan Statute. In addition, the corporation shall indemnify its
directors for all liabilities arising from a breach of fiduciary duty except
for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 551(1) of the Michigan Statute, or (iv) for any transaction from
which the director derived any improper personal benefit. The bylaws provide
that the corporation must indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other
than an action by or in the right of such corporation, by reason of the fact
that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
The bylaws also contain a similar indemnification provision with respect to
actions brought by or in the right of the corporation, except such provision is
permissive rather than mandatory and no indemnification shall be made without
judicial approval if the officer or director is adjudged to be liable to the
corporation. The bylaws also provide that the corporation may purchase and
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities whether or not the corporation would be
empowered to indemnify such persons under the bylaws.

Registrants Incorporated Under Delaware Law

   Cardinal Foods, Inc. is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law (the "Delaware
Statute") provides that a Delaware corporation may indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of such

                                     II-1



corporation, by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 145 of the Delaware
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him or
her and incurred by him or her in any indemnified capacity, or arising out of
his status as such, regardless of whether the corporation would otherwise have
the power to indemnify him or her under the Delaware Statute.

   The certificate of incorporation of Cardinal Foods, Inc. provides that the
corporation may indemnify any director to the fullest extent provided by the
Delaware Statute. In addition, the corporation shall indemnify its directors
for all liabilities arising from a breach of fiduciary duty except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Statute, or (iv) for any transaction from
which the director derived any improper personal benefit. The bylaws provide
that the corporation must indemnify any director or officer who is a party to
any threatened, pending or completed proceeding, to the extent the director or
officer has been successful on the merits or otherwise in the defense of the
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director of the
corporation. If the director or officer is not successful in defense of the
proceeding, a corporation must indemnify the director or officer unless the
liability was incurred as a result of the breach or failure to perform a duty
which the director or officer owes to the corporation and the breach or failure
to perform constitutes: (1) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (2) a violation of the
criminal law, unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (3) a transaction from which the director or officer derived an
improper personal profit; or (4) willful misconduct. The bylaws also provide
that the corporation may purchase and maintain insurance for officers and
directors against liabilities incurred while acting in such capacities whether
or not the corporation would be empowered to indemnify such persons under the
bylaws.

Registrants Formed Under Indiana Law

   Village Market, LLC is a limited liability company formed under the laws of
the State of Indiana. Section 23-18-4-2 of the Indiana Limited Liability
Company Act (the "Indiana Statute") provides that members and managers are not
liable in damages for any action taken or failure to act on behalf of the
company, unless the act or omission constitutes willful misconduct or
recklessness.

   The articles of organization of Village Market, LLC do not provide for the
indemnification of officers or directors. Article XIII of the operating
agreement of Village Market, LLC provides that the company must indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a manager or member of the company, or is or was serving at the request of
such company as a director, officer, partner, manager, member, trustee,
employee or agent of another corporation or enterprise. The indemnity may
include expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to

                                     II-2



believe that his conduct was illegal. Where a manager or member is successful
on the merits or otherwise in the defense of any action referred to above, the
company must indemnify him or her against the expenses which such manager or
member has actually and reasonably incurred.

Registrants Incorporated Under Ohio Law

   Scot Lad-Lima, Inc., Spring Lake Merchandise, Inc., and The Midland Grocery
Company are incorporated under the laws of the State of Ohio. Section 1701.13
of the Ohio General Corporation Law ("Ohio Statute") provides that an Ohio
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of such corporation, by reason of the fact that such person
is or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation or enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
Similar provisions apply to actions brought by or in the right of the
corporation, except that no indemnification shall be made (i) without judicial
approval if the officer or director is adjudged to be liable to the corporation
and (ii) if the only liability asserted against such director is pursuant to
Section 1701.95 of the Ohio Statute regarding unlawful loans, dividends and
distribution of assets. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 1701.13 of the Ohio
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him or
her and incurred by him or her in any indemnified capacity, or arising out of
his status as such, regardless of whether the corporation would otherwise have
the power to indemnify him or her under the Ohio Statute.

   The articles of incorporation of Scot Lad-Lima, Inc., Spring Lake
Merchandise, Inc., and The Midland Grocery Company do not provide for the
indemnification of officers and directors. The bylaws of Spring Lake
Merchandise, Inc. and The Midland Grocery Company provide for indemnification
of officers and directors unless the liability was incurred as a result of the
breach or failure to perform a duty which the director or officer owes to the
corporation and the breach or failure to perform constitutes any of the
following: (1) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (2) a violation of the criminal law, unless the
person had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (3) a transaction
from which the director or officer derived an improper personal profit; (4)
willful misconduct; or (5) with respect to any matter or decision being
considered by the board of directors or any other officer, such director or
officer intentionally or recklessly: (i) makes any untrue statement or
disclosure to the board or other officer of known material information; (ii)
omits to state or otherwise disclose to the board or other officer of known
material information; or (iii) omits to state or otherwise disclose to the
board or other officer known material information which is (or reasonably
should be) known to the director or officer to be relevant to the matter or
decision under consideration, regardless of whether or not such information is
specifically requested by the board or other officer. These bylaws also provide
that the corporations may purchase and maintain insurance for officers and
directors against liabilities incurred while acting in such capacities whether
or not the corporations would be empowered to indemnify such persons under the
bylaws.

   The bylaws of Scot Lad-Lima provide that the corporation must indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
such corporation, by reason of the fact that such person is or was an officer,
director, trustee, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, trustee, employee or
agent of another corporation

                                     II-3



or enterprise. The indemnity may include expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided (i) such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, (ii) with
respect to any criminal action or proceeding, such person had no reasonable
cause to believe that his conduct was illegal, and (iii) with respect to
actions brought by or in the right of the corporation, no indemnification shall
be made without judicial approval if the officer or director is adjudged to be
liable to the corporation. The bylaws further authorize the corporation to
purchase and maintain insurance on behalf of any indemnified person against any
liability asserted against him or her and incurred by him or her in any
indemnified capacity, or arising out of his status as such, regardless of
whether the corporation would otherwise have the power to indemnify him or her
under the Ohio Statute.

Registrants Incorporated Under Wisconsin Law

   Roundy's, Inc., Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A.,
Inc., Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick 'n Save Warehouse
Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc.,
Shop-Rite, Inc., The Copps Corporation, and Ultra Mart Foods, Inc. are
incorporated under the laws of the State of Wisconsin. Sections 180.0850 to
180.0859 of the Wisconsin Business Corporation Law (the "Wisconsin Statute")
require a corporation to indemnify any director or officer who is a party to
any threatened, pending or completed proceeding, to the extent the director or
officer has been successful on the merits or otherwise in the defense of the
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director of the
corporation. If the director or officer is not successful in defense of the
proceeding, a corporation must indemnify the director or officer unless the
liability was incurred as a result of the breach or failure to perform a duty
which the director or officer owes to the corporation and the breach or failure
to perform constitutes: (1) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (2) a violation of the
criminal law, unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (3) a transaction from which the director or officer derived an
improper personal profit; or (4) willful misconduct. A corporation's articles
of incorporation may limit its obligation to indemnify under these provisions.
The Wisconsin Statute also provides that a corporation may purchase and
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities whether or not the corporation would be
empowered to indemnify such persons under the Wisconsin Statute. Expenses for
the defense of any action for which indemnification may be available may be
advanced by the corporation under certain circumstances. The indemnification
provided by the Wisconsin Statute is not exclusive of any other rights of
indemnification to which a director or officer of the corporation may be
entitled.

   The articles of incorporation of Holt Public Storage, Inc., I.T.A., Inc. and
Kee Trans, Inc. provide for indemnification of officers and directors, and for
all money damages, except for those resulting from any matter in which the
officer or director was derelict in the performance of his or her duties to the
corporation, and, with respect to any criminal action or proceeding, acted in
good faith in what he or she considered to be the best interests of the
corporation and with no reasonable cause to believe the action was illegal. The
articles of incorporation of Roundy's, Inc., Insurance Planners, Inc., Jondex
Corp., Mega Marts, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Rindt
Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., The Copps
Corporation, and Ultra Mart Foods, Inc. do not provide for the indemnification
of their officers or directors.

   The bylaws of Roundy's, Inc. and The Copps Corporation allow for
indemnification to the full extent provided by the Wisconsin Statute. The
bylaws of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc.,
Jondex Corp., Kee Trans, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc.,
Scot Lad Foods, Inc., Shop-Rite, Inc., and Ultra Mart Foods, Inc. provide for
indemnification to the extent provided by the Wisconsin Statute, except if such
director or officer intentionally or recklessly, with respect to any matter or
decision being considered by the board of directors or other officer: (i) makes
any untrue statement or disclosure to the board or other officer of known
material information; (ii) omits to state or otherwise disclose to the board or
other officer of known material information; or (iii) omits to state or
otherwise disclose to the board or other officer known

                                     II-4



material information which is (or reasonably should be) known to the director
or officer to be relevant to the matter or decision under consideration,
regardless of whether or not such information is specifically requested by the
board or other officer. These bylaws also provide that the corporations may
purchase and maintain insurance for officers and directors against liabilities
incurred while acting in such capacities whether or not the corporations would
be empowered to indemnify such persons under their bylaws. The bylaws of Mega
Marts, Inc. provide for indemnification of officers and directors except that
no indemnification shall be provided: (1) if such officer or director committed
acts of active and deliberate dishonesty with actual dishonest purpose and
intent that were material to the cause of action adjudicated, or that such
officer or director received an improper personal benefit, or (2) in respect of
any amount of any claim arising under Section 16(b) of the Securities Exchange
Act of 1934, as amended, or (3) in respect of any expense incurred by such
officer or director in his or her assertion of any claim against any person.

Item 21. Exhibits.

   (a) Exhibits.

   The attached Exhibit Index is incorporated by reference.

   (b) Financial Statement Schedules.

   The following financial statement schedule is included in this Registration
Statement:

   Independent Auditors Report
   Schedule II Valuation and Qualifying Accounts
   All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.

Item 22. Undertakings.

   (a) The undersigned registrant hereby undertakes:

      (1) to file, during any period in which offers or sales are being made, a
   post-effective amendment to this registration statement:

          (i) To include any prospectus required by section 10(a)(3) of the
       Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement;

          (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement.

      (2) That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   (b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such

                                     II-5



indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a directors, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue

   (c) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance on Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.

   (d) For purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

   (e) The undersigned hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the date of the registration statement through the date of
responding to the request.

   (f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                     II-6



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Roundy's, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 28th day of January, 2003.

                                              ROUNDY'S, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

   /S/   ROBERT A. MARIANO     Chairman of the Board, Chief
- -----------------------------    Executive Officer and
      Robert A. Mariano          President (Principal
                                 Executive Officer) and
                                 Director

    /S/  DARREN W. KARST       Executive Vice President and
- -----------------------------    Chief Financial Officer
       Darren W. Karst           (Principal Financial and
                                 Accounting Officer)

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Treasurer
       Edward G. Kitz

    /S/  JEFFERY D. BEYER      Director
- -----------------------------
      Jeffery D. Beyer

     /S/  L. DICK BUELL        Director
- -----------------------------
        L. Dick Buell

    /S/  RALPH W. DRAYER       Director
- -----------------------------
       Ralph W. Drayer

      /S/  AVY H. STEIN        Director
- -----------------------------
        Avy H. Stein

     /S/  JOHN R.WILLIS        Director
- -----------------------------
        John R.Willis

                                     II-7



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Cardinal Foods,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              CARDINAL FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

  /S/  MICHAEL J. SCHMITT      President (Principal
- -----------------------------    Executive Officer)
     Michael J. Schmitt

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

    /S/  DARREN W. KARST       Vice President, Treasurer
- -----------------------------    (Principal Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

                                     II-8



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Holt Public
Storage, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              HOLT PUBLIC STORAGE, INC.

                                              By:       /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration and power of attorney Statement has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

     /S/  DARREN W. KARST      President, Treasurer
- -----------------------------    (Principal Executive,
       Darren W. Karst           Financial and Accounting
                                 Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

                                     II-9



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Insurance
Planners, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              INSURANCE PLANNERS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

     /S/  JOHN P. WHITE        President (Principal
- -----------------------------    Executive Officer) and
        John P. White            Director

    /S/  DARREN W. KARST       Vice President (Principal
- -----------------------------    Accounting Officer) and
       Darren W. Karst           Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

     /S/  SHERRY L. NOLL       Treasurer
- -----------------------------
       Sherry L. Noll

                                     II-10



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, I.T.A., Inc. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 28th day of January, 2003.

                                              I.T.A., INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

     /S/  DARREN W. KARST      President (Principal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer);
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

  /S/  MICHAEL J. SCHMITT      Vice President, Treasurer and
- -----------------------------    Director
     Michael J. Schmitt

                                     II-11



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Jondex Corp. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 28th day of January, 2003.

                                              JONDEX CORP.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

  /S/  Michael J. Schmitt      President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

    /S/  Edward G. Kitz        Vice President, Secretary and
- -----------------------------    Director
        Edward G. Kitz

   /S/   Darren W. Karst       Vice President, Treasurer
- -----------------------------    (Principal Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director


                                     II-12



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Kee Trans, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 28th day of January, 2003.

                                              KEE TRANS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President (Principal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

   /S/  MICHAEL J. SCHMITT     Vice President, Treasurer and
- -----------------------------    Director
     Michael J. Schmitt

                                     II-13



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Mega Marts, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 28th day of January, 2003.

                                              MEGA MARTS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

    /S/  DARREN W. KARST       Vice President, Treasurer
- -----------------------------    (Principal Accounting
       Darren W. Karst           Officer) and Director

     /S/  EDWARD G. KITZ       Vice President Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

     /S/  GARY L. FRYDA        Director
- -----------------------------
        Gary L. Fryda

  /S/  COLLEEN J. STENHOLT     Director
- -----------------------------
     Colleen J. Stenholt


                                     II-14



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Midland Grocery
of Michigan, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              MIDLAND GROCERY OF MICHIGAN, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /s/  DARREN W. KARST       President and Director
- -----------------------------    (Principal Executive
        Darren W. Karst        Officer and Principal
                                 Accounting Officer)

     /s/  EDWARD G. KITZ       Vice President, Secretary,
- -----------------------------    Treasurer and Director
       Edward G. Kitz          (Principal Financial Officer)

   /s/  MICHAEL J. SCHMITT     Vice President and Director
- -----------------------------
     Michael J. Schmitt

                                     II-15



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Pick 'n Save
Warehouse Foods, Inc. has duly caused this Registration Statement on Form S-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              PICK 'N SAVE WAREHOUSE FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

  /s/  WILLIAM J. GRIFFITH     President, Treasurer
- -----------------------------    (Principal Executive
     William J. Griffith         Officer) and Director

     /s/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

    /s/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

  /s/  COLLEEN J. STENHOLT     Director
- -----------------------------
     Colleen J. Stenholt

   /s/  MICHAEL J. SCHMITT     Director
- -----------------------------
     Michael J. Schmitt

                                     II-16



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Ropak Inc. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 28th day of January, 2003.

                                              ROPAK INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /s/  DARREN W. KARST       President (Principal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

     /s/  EDWARD G. KITZ       Vice President, Secretary,
- -----------------------------    Treasurer and Director
       Edward G. Kitz

   /s/  MICHAEL J. SCHMITT     Director
- -----------------------------
     Michael J. Schmitt

                                     II-17



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Rindt
Enterprises, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              RINDT ENTERPRISES, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /S/   DARREN W. KARST      President (Princpal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

  /S/   MICHAEL J. SCHMITT     Vice President, Treasurer and
- -----------------------------    Director
     Michael J. Schmitt

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

  /S/  COLLEEN J. STENHOLT     Director
- -----------------------------
     Colleen J. Stenholt

                                     II-18



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Scot Lad Foods,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              SCOT LAD FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President, Treasurer
- -----------------------------    (Principal Executive,
       Darren W. Karst           Financial and Accounting
                                 Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

                                     II-19



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Scot Lad-Lima,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              SCOT LAD-LIMA, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President, Treasurer
- -----------------------------    (Principal Executive,
       Darren W. Karst           Financial and Accounting
                                 Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

   /S/  MICHAEL J. SCHMITT     Director
- -----------------------------
     Michael J. Schmitt

                                     II-20



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Shop-Rite, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 28th day of January, 2003.

                                              SHOP-RITE, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President, Treasurer
- -----------------------------    (Principal Executive and
       Darren W. Karst           Accounting Officer) and
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

                                     II-21



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Spring Lake
Merchandise, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              SPRING LAKE MERCHANDISE, INC.

                                              By:        /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary,
- -----------------------------    Treasurer (Principal
       Edward G. Kitz            Financial Officer) and
                                 Director

    /S/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

                                     II-22



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, The Copps
Corporation has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              THE COPPS CORPORATION

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

  /S/  COLLEEN J. STENHOLT     Vice President and Treasurer
- -----------------------------
     Colleen J. Stenholt

    /S/  DARREN W. KARST       Vice President (Principal
- -----------------------------    Accounting Officer) and
       Darren W. Karst           Director

                                     II-23



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, The Midland
Grocery Company has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              THE MIDLAND GROCERY COMPANY

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Prinicipal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

     /S/  DARREN W. KARST      Vice President, Treasurer
- -----------------------------    (Principal Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

                                     II-24



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Ultra Mart
Foods, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 28th day of January, 2003.

                                              ULTRA MART FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President (Principal
- -----------------------------    Executive and Accounting
       Darren W. Karst           Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

   /S/  MICHAEL J. SCHMITT     Vice President, Treasurer and
- -----------------------------    Director
     Michael J. Schmitt

                                     II-25



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Village Market,
LLC has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 28th day of January, 2003.

                                              VILLAGE MARKET, LLC

                                              By: SHOP-RITE, INC., its managing
                                                             member

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney has been signed by the following
persons in the capacities indicated on the 28th day of January, 2003.

          Signature                        Title
          ---------                        -----

    /s/  DARREN W. KARST       Principal Executive and
- -----------------------------    Accounting Officer;
       Darren W. Karst           Director, Shop-Rite, Inc.

     /s/  EDWARD G. KITZ       Principal Financial Officer;
- -----------------------------    Director, Shop-Rite, Inc.
       Edward G. Kitz

                                     II-26



                                Roundy's, Inc.
      Registration Statement on Form S-4 under the Securities Act of 1933

                                 EXHIBIT INDEX

   The following exhibits to the Registration Statement are filed herewith or,
where noted, are incorporated by reference herein:



Exhibit
  No.                                 Description
- -------                               -----------
      

  2.1      Stock Purchase Agreement by and among Roundy's, Inc. and the
            Shareholders of Prescott's Supermarkets, Inc. dated as of December
            10, 2002 FILED HEREWITH/(1)/

  2.2      Asset Purchase Agreement dated October 18, 2002, by and among B&H
            Gold Corporation, Gold's, Inc., Gold's Market, Inc., Gold's of
            Mequon, LLC, Mega Marts, Inc. and Roundy's, Inc. FILED
            HEREWITH/(2)/

  2.3      Share Exchange Agreement dated April 8, 2002 by and between
            Roundy's Acquisition Corp. and Roundy's, Inc./(3)/

  2.4      Share Exchange Agreement dated May 18, 2001, by and between
            Roundy's, Inc. and The Copps Corporation/(4)/

  2.5      Asset Purchase Agreement by and between the Registrant and Ultra
            Mart, Inc. dated December 23, 1999/(5)/

  2.6      Stock Purchase Agreement dated March 31, 2000, by and among
            Roundy's, Inc. and the record and beneficial owners of all of the
            issued and outstanding shares of capital stock of Mega Marts,
            Inc./(6)/

  2.7      Asset Purchase Agreement dated March 31, 2000, by and among
            Roundy's, Inc., NDC, Inc. and Mega Marts, Inc./(7)/

  3.1      Roundy's, Inc. Amended and Restated Articles of Incorporation/(8) /

  3.2      Amended and Restated By-Laws of Roundy's, Inc./(9) /

  3.3      Cardinal Foods, Inc. Certificate of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(10) /

  3.4      Amended and Restated By-Laws of Cardinal Foods, Inc./(11) /

  3.5      Holt Public Storage, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(12) /

  3.6      Amended and Restated By-Laws of Holt Public Storage, Inc./(13) /

  3.7      Insurance Planners, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(14) /

  3.8      Insurance Planners, Inc. Amended and Restated By-Laws/(15) /

  3.9      I.T.A., Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)/(16) /

    3.10   Amended and Restated By-Laws of I.T.A., Inc./(17) /

    3.11   Jondex Corp. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)/(18) /

    3.12   Amended and Restated By-Laws of Jondex Corp./(19) /

    3.13   Kee Trans, Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)/(20) /

    3.14   Amended and Restated By-Laws of Kee Trans, Inc./(21) /


                                       1



 Exhibit
   No.                                Description
 -------                              -----------

   3.15    Mega Marts, Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)/(22)/

   3.16    By-Laws of Mega Marts, Inc./(23)/

   3.17    Midland Grocery of Michigan, Inc. Articles of Incorporation
            (composite including all amendments and restatements through July
            31, 2002)/(24)/

   3.18    Amended and Restated By-Laws of Midland Grocery of Michigan,
            Inc./(25)/

   3.19    Pick 'n Save Warehouse Foods, Inc. Articles of Incorporation
            (composite including all amendments and restatements through July
            31, 2002)/(26)/

   3.20    Amended and Restated By-Laws of Pick 'n Save Warehouse Foods,
            Inc./(27)/

   3.21    Rindt Enterprises, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(28)/

   3.22    Restated And Amended By-Laws of Rindt Enterprises, Inc./(29)/

   3.23    Ropak, Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)/(30)/

   3.24    Amended and Restated By-Laws of Ropak, Inc./(31)/

   3.25    Scot Lad Foods, Inc. Articles of Incorporation (composite including
            all amendments and restatements through July 31, 2002)/(32)/

   3.26    Amended and Restated By-Laws of Scot Lad Foods, Inc./(33)/

   3.27    Scot Lad-Lima, Inc. Articles of Incorporation (composite including
            all amendments and restatements through July 31, 2002)/(34)/

   3.28    Amended and Restated Code of Regulations of Scot Lad-Lima,
            Inc./(35)/

   3.29    Shop-Rite, Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)/(36)/

   3.30    Amended and Restated By-Laws of Shop-Rite, Inc./(37)/

   3.31    Spring Lake Merchandise, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(38)/

   3.32    Amended and Restated Code of Regulations of Spring Lake
            Merchandise, Inc./(39)/

   3.33    The Copps Corporation Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(40)/

   3.34    Restated By-Laws of The Copps Corporation/(41)/

   3.35    The Midland Grocery Company Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(42)/

   3.36    Amended and Restated Code of Regulations of The Midland Grocery
            Company/(43)/

   3.37    Ultra Mart Foods, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31,
            2002)/(44)/

   3.38    Amended and Restated By-Laws of Ultra Mart Foods, Inc./(45)/

   3.39    Articles of Organization of Village Market, LLC/(46)/

   3.40    Operating Agreement of Village Market, LLC/(47)/

                                      2



 Exhibit
   No.                                Description
 -------                              -----------

   4.1     Indenture of Trust dated June 6, 2002 between Roundy's, Inc. and
            BNY Midwest Trust Company, as Trustee/(48)/

   4.2     Form of $75,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated Notes
            due 2012/(49)/

   4.3     Form of $75,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated Notes
            due 2012 to be issued in the Exchange Offer subject to this
            Registration Statement/(49)/

   4.4     Form of Guaranty to be issued by Cardinal Foods, Inc., Holt Public
            Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex
            Corp., Kee Trans, Inc., Mega Marts, Inc., Midland Grocery of
            Michigan, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc.,
            Rindt Enterprises, Inc., Scot Lad Foods, Inc., Scot Lad-Lima,
            Inc., Shop-Rite, Inc., Spring Lake Merchandise, Inc., The Copps
            Corporation, The Midland Grocery Company, Ultra Mart Foods, Inc.,
            and Village Market, LLC as Guarantors of the securities to be
            issued in the Exchange Offer subject to this Registration
            Statement/(50) /

   5.1     Opinion of Kirkland & Ellis as to legality of securities to be
            issued in the Exchange Offer subject to this Registration
            Statement FILED HEREWITH

   5.2     Opinion of Whyte Hirschboeck Dudek S.C. with regard to certain
            matters under Wisconsin law FILED HEREWITH

   5.3     Opinion of Vorys, Sater, Seymour and Pease LLP with regard to
            certain matters under Ohio law FILED HEREWITH

   5.4     Opinion of Mika, Meyers, Beckett & Jones, PLC with regard to
            certain matters under Michigan law FILED HEREWITH

   5.5     Opinion of Baker & Daniels with regard to certain matters under
            Indiana law FILED HEREWITH

  10.1     A/B Exchange Registration Rights Agreement dated as of December 17,
            2002 by and among Roundy's, Inc. as Issuer, the subsidiary
            guarantors of Roundy's, Inc. listed on Schedule A thereto, and
            Bear, Stearns & Co. Inc., CIBC World Markets Corp. as Initial
            Purchasers FILED HEREWITH

  10.2     $375,000,000 Credit Agreement among Roundy's Acquisition Corp.,
            Roundy's, Inc., as Borrower, The Several Lenders from Time to Time
            Parties Hereto, Bear Stearns Corporate Lending Inc., as
            Administrative Agent, Canadian Imperial Bank of Commerce, as
            Syndication Agent Bank One, Wisconsin, Cooperatieve Centrale
            Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York
            Branch, LaSalle Bank National Association, Associated Bank, N.A.,
            Harris Trust and Savings Bank, M&I Marshall & Ilsley Bank, U.S.
            Bank, National Association, as Documentation Agents Dated as of
            June 6, 2002/(51)(52)/

 10.3      First Amendment to the Credit Agreement, dated as of December 10,
            2002, among Roundy's Acquisition Corp., Roundy's Inc., as
            Borrower, the several banks, financial institutions and other
            entities from time to time parties thereto, Bear Stearns & Co.
            Inc., as sole lead arranger and sole bookrunner, Bear Stearns
            Corporate Lending Inc., as administrative agent, Canadian Imperial
            Bank of Commerce, as syndication agent, and the institutions
            listed in the Credit Agreement as documentation agents FILED
            HEREWITH

  10.4     Guarantee and Collateral Agreement made by Roundy's Acquisition
            Corp., Roundy's, Inc. and certain of its Subsidiaries in favor of
            Bear Stearns Corporate Lending Inc., as Administrative Agent Dated
            as of June 6, 2002/(53)/

  10.5     Severance and Non-Competition Agreement dated April 13, 1998
            between the Registrant and Gerald F. Lestina/(54)/

  10.6     Amendment dated June 3, 1998 to Severance and Non-Competition
            Agreement between the Registrant and Gerald F. Lestina/(55)/

  10.7     Consulting Agreement dated July 1, 2002 between the Registrant and
            Gerald F. Lestina/(56)/

                                      3



 Exhibit
   No.                                Description
 -------                              -----------

  10.8     Roundy's, Inc. Supplemental Employee Retirement Plan for certain
            executive officers including Mr. Lestina/(57)/

  10.9     Board of Directors Resolution dated March 19, 2002 adopting
            Amendment to Supplemental Employee Retirement Plan/(58)/

  10.10    Excerpts from Board of Directors Consent Resolution adopting
            Amendment to Supplemental Employee Retirement Plan effective June
            7, 2002/(59)/

10.11..   Form of Deferred Compensation Agreement between the Registrant and
           certain executive officers including Messrs. Schmitt and Kitz/(60)/

10.12     Amendment dated March 31, 1998 to Form of Deferred Compensation
           Agreement between the Registrant and certain executive officers
           including Messrs. Schmitt and Kitz/(61)/

10.13     Second Amendment dated June 3, 1998 to Form of Deferred
           Compensation Agreement for certain executive officers including
           Messrs. Kitz and Schmitt/(62) /

10.14     Directors and Officers Liability and Corporation Reimbursement
           Policy issued by American Casualty Company of Reading,
           Pennsylvania (CNA Insurance Companies) as of June 13, 1986/(63) /

10.15     Declarations page for renewal through November 1, 2002 of Directors
           and Officers Liability and Corporation Reimbursement Policy/(64) /

10.16     1991 Stock Incentive Plan, as amended October 24, 2000/(65) /

10.17     Form of Stock Appreciation Rights Agreement for certain executive
           officers including Messrs. Kitz and Schmitt/(66) /

10.18     2001 Incentive Compensation Plan/(67) /

10.19     Employment Agreement dated June 6, 2002 between Registrant and
           Robert F. Mariano/(68)/

10.20     Employment Agreement dated June 6, 2002 between Registrant and
           Darren W. Karst/(69)/

10.21     Employment Contract between the Registrant and Gary L. Fryda dated
           March 31, 2000/(70) /

10.22     Roundy's, Inc. Deferred Compensation Plan, effective March 19,
           1996/(71) /

10.23     Board Resolution adopting amendment to Roundy's, Inc. Deferred
           Compensation Plan, effective October 23, 2001/(72)/

10.24     Excerpts from Roundy's, Inc. Board of Directors resolution adopted
           March 19, 2002 relating to group term carve-out, executive
           extension on COBRA continuation rights and professional
           outplacement services for Company Officers, including Messrs.
           Lestina, Fryda, Schmitt and Kitz/(73)/

10.25     Excerpts from Roundy's, Inc. Board of Directors resolution adopted
           December 10, 1980 relating to post- retirement health care
           benefits for certain officers, including Mr. Lestina/(74)/

10.26     Confidentiality and Noncompete Agreement dated June 6, 2002 between
           the Registrant and Gerald F. Lestina/(75)/

10.27     Roundy's, Inc. Deferred Compensation Plan Amended and Restated
           August 13, 2002/(76)/

10.28     Board Resolution dated August 13, 2002 terminating Roundy's, Inc.
           2001 Incentive Compensation Plan/(77)/

 12.1     Statement Regarding Computation of Ratios FILED HEREWITH

 21.1     Subsidiaries of the Registrant/(78) /

 23.1     Consent of Kirkland & Ellis FILED HEREWITH/(79) /

                                      4



 Exhibit
   No.                                Description
 -------                              -----------

 23.2      Consent of Deloitte & Touche LLP FILED HEREWITH

  23.3     Consent of Whyte Hirschboeck Dudek S.C. FILED HEREWITH/(80)/

  23.4     Consent of Vorys, Sater, Seymour and Pease LLP FILED HEREWITH/(81)/

  23.5     Consent of Mika, Meyers, Beckett & Jones, PLC FILED HEREWITH/(82)/

  23.6     Consent of Baker & Daniels FILED HEREWITH/(83)/

 24.1      Powers of Attorney of Directors and Officers of Roundy's, Inc. and
            Co-Registrants FILED HEREWITH/(84) /

 25.1      Statement of Eligibility of BNY Midwest Trust Company as Trustee
            under the Indenture on Form T-1 under the Trust Indenture Act of
            1939, as amended/(85)/

 99.1      Form of Letter of Transmittal to be used by Holders of Roundy's,
            Inc. 8 7/8% Senior Subordinated Notes due 2012 FILED HEREWITH

 99.2      Form of Instructions to Holders of Roundy's, Inc. 8 7/8% Senior
            Subordinated Notes due 2012 FILED HEREWITH

 99.3      Form of Notice of Guaranteed Delivery FILED HEREWITH
- --------

 (1)Pursuant to Regulation S-K, Item 601(b)(2), included as part of Exhibit 2.1
    is a list of omitted schedules and exhibits together with an agreement to
    furnish copies of any omitted schedule or Exhibit to the commission upon
    request

 (2)Pursuant to Regulation S-K, Item 601(b)(2), included as part of Exhibit 2.2
    is a list of omitted schedules and exhibits together with an agreement to
    furnish copies of any omitted schedule or Exhibit to the commission upon
    request

 (3)Incorporated by reference to Exhibit 2.1 to Registrant's Registration
    Statement on Form S-4 filed on August 2, 2002 (Commission File No.
    333-97623)

 (4)Incorporated by reference to Exhibit 2.4 to Registrant's Current Report on
    Form 8-K filed with the Commission on June 1, 2001 (Commission File No.
    002-94984)

 (5)Incorporated by reference to Exhibit 2.1 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended January 1, 2000, filed with the
    Commission on March 21, 2000 (Commission File No. Form 002-94984)

 (6)Incorporated by reference to Exhibit 2.2 to Registrant's Current Report on
    Form 8-K filed with the Commission on April 14, 2000 (Commission File No.
    002-94984)

 (7)Incorporated by reference to Exhibit 2.3 to Registrant's Current Report on
    Form 8-K filed with the Commission on April 14, 2000 (Commission File No.
    002-94984)

 (8)Incorporated by reference to Exhibit 3.1 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

 (9)Incorporated by reference to Exhibit 3.2 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(10)Incorporated by reference to Exhibit 3.3 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(11)Incorporated by reference to Exhibit 3.4 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(12)Incorporated by reference to Exhibit 3.5 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

                                      5



(13)Incorporated by reference to Exhibit 3.6 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(14)Incorporated by reference to Exhibit 3.7 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(15)Incorporated by reference to Exhibit 3.8 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(16)Incorporated by reference to Exhibit 3.9 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)
(17)Incorporated by reference to Exhibit 3.10 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(18)Incorporated by reference to Exhibit 3.11 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(19)Incorporated by reference to Exhibit 3.12 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(20)Incorporated by reference to Exhibit 3.13 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(21)Incorporated by reference to Exhibit 3.14 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(22)Incorporated by reference to Exhibit 3.15 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(23)Incorporated by reference to Exhibit 3.16 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(24)Incorporated by reference to Exhibit 3.17 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(25)Incorporated by reference to Exhibit 3.18 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(26)Incorporated by reference to Exhibit 3.19 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(27)Incorporated by reference to Exhibit 3.20 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(28)Incorporated by reference to Exhibit 3.21 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(29)Incorporated by reference to Exhibit 3.22 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(30)Incorporated by reference to Exhibit 3.23 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(31)Incorporated by reference to Exhibit 3.24 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(32)Incorporated by reference to Exhibit 3.25 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

                                      6



(33)Incorporated by reference to Exhibit 3.26 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(34)Incorporated by reference to Exhibit 3.27 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(35)Incorporated by reference to Exhibit 3.28 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(36)Incorporated by reference to Exhibit 3.29 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(37)Incorporated by reference to Exhibit 3.30 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(38)Incorporated by reference to Exhibit 3.31 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(39)Incorporated by reference to Exhibit 3.32 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(40)Incorporated by reference to Exhibit 3.33 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(41)Incorporated by reference to Exhibit 3.34 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(42)Incorporated by reference to Exhibit 3.35 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(43)Incorporated by reference to Exhibit 3.36 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(44)Incorporated by reference to Exhibit 3.37 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(45)Incorporated by reference to Exhibit 3.38 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(46)Incorporated by reference to Exhibit 3.39 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(47)Incorporated by reference to Exhibit 3.40 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(48)Incorporated by reference to Exhibit 4.1 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(49)Included as Exhibits A-1 and A-2 to the Indenture of Trust, Exhibit 4.1 to
    this Registration Statement

(50)Included as Exhibit E to the Indenture of Trust, Exhibit 4.1 to this
    Registration Statement

(51)Incorporated by reference to Exhibit 10.2 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(52)The Exhibits listed on page v of the Credit Agreement, Exhibit 10.2,
    consist of the form of Collateral and Guarantee Agreement and the exhibits
    thereto which are included as part of Exhibit 10.3 to this Registration
    Statement.

(53)Incorporated by reference to Exhibit 10.3 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

                                      7



(54)Incorporated by reference to Exhibit 10.4 to Registrant's Registration
    Statement on Form S-2 dated April 28, 1998 (Commission File No. 33-57505)

(55)Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q for the
    quarterly period ended October 3, 1998, filed with the Commission on
    November 10, 1998 (Commission File No. 002-94984)

(56)Incorporated by reference to Exhibit 10.6 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(57)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the
    quarterly period ended July 3, 1999, filed with the Commission on August 9,
    1999 (Commission File No. 002-94984)

(58)Incorporated by reference to Exhibit 10.8 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(59)Incorporated by reference to Exhibit 10.9 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(60)Incorporated by reference to Exhibit 10.1 of Registrant's Registration
    Statement on Form S-2 (File No. 33-57505) dated April 24, 1997

(61)Incorporated by reference to Exhibit 10.1(a) to Registrant's Registration
    Statement on Form S-2 filed with the Commission on April 28, 1998
    (Commission File No. 33-57505)

(62)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the
    quarterly period ended October 3, 1998, filed with the Commission on
    November 10, 1998 (Commission File No. 002-94984)

(63)Incorporated by reference to Exhibit 10.3 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended January 3, 1987, filed with the
    Commission on April 3, 1987 (Commission File Nos. 002-66296 and 002-94984)

(64)Incorporated by reference to Exhibit 10.2(a) to the Registrant's Annual
    Report on Form 10-K for the fiscal year ended December 29, 2001 filed with
    the Commission on March 27, 2002 (Commission File No. 002-94984)

(65)Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000, filed with the
    Commission on March 29, 2001 (Commission File No. 002-94984)

(66)Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-Q for the
    quarterly period ended October 3, 1998, filed with the Commission on
    November 10, 1998 (Commission File No. 002-94984)

(67)Incorporated by reference to Exhibit 10.14 to the Registrant's Annual
    Report of Form 10-K for the fiscal year ended December 29, 2001 filed with
    the Commission on March 27, 2002 (Commission File No. 002-94984)

(68)Incorporated by reference to Exhibit 10.18 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(69)Incorporated by reference to Exhibit 10.19 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(70)Incorporated by reference to Exhibit 10.11 to Registrant's Form 8-K dated
    April 14, 2000, filed with the Commission on April 14, 2000 (Commission
    File No. 002-94984)

(71)Incorporated by reference to Exhibit 10.5 to Registrant's Registration
    Statement on Form S-2, dated April 26, 1996 (Commission File No. 33-57505)

(72)Incorporated by reference to Exhibit 10.22 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(73)Incorporated by reference to Exhibit 10.23 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(74)Incorporated by reference to Exhibit 10.24 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

(75)Incorporated by reference to Exhibit 10.25 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002 (File No.
    333-97623)

                                      8



(76)Incorporated by reference to Exhibit 10.27 to Amendment No. 1 to
    Registrant's Registration Statement on Form S-4 filed with the Commission
    on October 18, 2002 (File No. 333-97623)

(77)Incorporated by reference to Exhibit 10.28 to Amendment No. 1 to
    Registrant's Registration Statement on Form S-4 filed with the Commission
    on October 18, 2002 (File No. 333-97623)

(78)Incorporated by reference to Exhibit 21 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000, filed with the
    Commission on March 29, 2001 (Commission File No. 002-94984)

(79)Included as part of Exhibit 5.1 to this Registration Statement

(80)Included as part of Exhibit 5.2 to this Registration Statement

(81)Included as part of Exhibit 5.3 to this Registration Statement

(82)Included as part of Exhibit 5.4 to this Registration Statement

(83)Included as part of Exhibit 5.5 to this Registration Statement

(84)Included as part of the signature pages to this Registration Statement

(85)Incorporated by reference to Exhibit 25.1 to Registrant's Registration
    Statement on Form S-4 filed with the Commission on August 2, 2002
    (Commission File No. 333-97623)


                                      9



                         INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Roundy's, Inc.:

   We have audited the consolidated financial statements of Roundy's, Inc. and
subsidiaries as of December 29, 2001 and December 30, 2000, and for each of the
three years in the period ended December 29, 2001 and have issued our report
thereon dated February 26, 2002, except for Note 1 and Note 15, as to which the
date is May 14, 2002; such report is included in this Registration Statement.
Our audits also included the consolidated financial statement schedule of
Roundy's, Inc. and subsidiaries, listed in Item 21 of this Registration
Statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 26, 2002



                                                                    SCHEDULE II

                        ROUNDY'S, INC. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS

                                   ADDITIONS



                                                Charged
                                 Balance at  (Credited) to Charged                         Balance at
                                Beginning of    Cost &     to Other Deductions  Business     End of
         Description               Period      Expenses    Accounts    (1)     Acquisition   Period
         -----------            ------------ ------------- -------- ---------- ----------- ----------
                                                                         
Year Ended
December 29, 2001:
   Allowance for Losses
   Current receivables.........  $5,728,800   $   820,700     --    $   15,900  $487,800   $7,021,400
   Notes receivable, long-term.   2,129,000      (829,000)    --            --        --    1,300,000

Year Ended
December 30, 2000:
   Allowance for Losses
   Current receivables.........  $5,509,800   $ 4,185,800     --    $3,966,800        --   $5,728,800
   Notes receivable, long-term.   7,137,000    (5,008,000)    --                      --    2,129,000

Year Ended
January 1, 2000:
   Allowance for Losses
   Current receivables.........  $6,361,600   $   474,100     --    $1,325,900        --   $5,509,800
   Notes receivable, long-term.   6,015,000     1,122,000     --                      --    7,137,000

- --------
(1)Amounts represent accounts written off less recoveries.

EX-2.1

                                                                     Exhibit 2.1

                            STOCK PURCHASE AGREEMENT

                                  by and among

                                 ROUNDY'S, INC.

                                       and

                                THE SHAREHOLDERS

                                       of

                          PRESCOTT'S SUPERMARKETS, INC.

                                   ----------

                          Dated as of December 10, 2002

                                   ----------



                                TABLE OF CONTENTS



                                                                                           Page
                                                                                           ----
                                                                                         
ARTICLE I Purchase and Sale of the Shares....................................................1

ARTICLE II Purchase Consideration............................................................1

   2.1     Purchase Consideration............................................................1

   2.2     Payment of Purchase Price.........................................................4

   2.3     Purchase Price Adjustment.........................................................4

   2.4     Section 444 Deposit...............................................................6

   2.5     Employment Matters................................................................7

   2.6     Name..............................................................................8

   2.7     Acknowledgements..................................................................8

ARTICLE III..................................................................................9

   3.1     Time and Place of Closing.........................................................9

   3.2     Deliveries........................................................................9

ARTICLE IV Representations and Warranties of the Shareholders...............................11

   4.1     Corporate Organization...........................................................11

   4.2     Authority of the Shareholders....................................................11

   4.3     Title to the Subject Shares......................................................13

   4.4     No Violation.....................................................................13

   4.5     Capitalization of the Company....................................................13

   4.6     Subsidiaries and Affiliates......................................................14

   4.7     Financial Statements.............................................................14

   4.8     Absence of Undisclosed Liabilities...............................................15

   4.9     Absence of Certain Changes or Events.............................................15

   4.10    Legal Proceedings................................................................16

   4.11    Taxes............................................................................17


                                       i





                                                                                           Page
                                                                                           ----
                                                                                         
   4.12    Title to Properties and Related Matters..........................................18

   4.13    Computer Software................................................................21

   4.14    Licenses, Permits, Authorizations and Consents...................................21

   4.15    Intellectual Property............................................................21

   4.16    Contracts........................................................................22

   4.17    Employees........................................................................23

   4.18    Benefit Plans....................................................................24

   4.19    Compliance with Applicable Law...................................................27

   4.20    Ability to Conduct the Business..................................................27

   4.21    Material Suppliers...............................................................27

   4.22    Inventories......................................................................27

   4.23    Accounts Receivable..............................................................27

   4.24    Insurance........................................................................28

   4.25    Bank Accounts; Powers of Attorney................................................28

   4.26    Minute Books and Stock Records...................................................28

   4.27    Books and Records................................................................28

   4.28    Transactions with Related Parties................................................28

   4.29    Environmental Matters............................................................29

   4.30    Disclosure.......................................................................31

   4.31    Reliance.........................................................................31

   4.32    No Other Representations and Warranties..........................................31

ARTICLE V Representations and Warranties of Buyer...........................................31

   5.1     Corporate Organization...........................................................31

   5.2     Authorization....................................................................32

   5.3     Consents and Approvals; No Violations............................................32


                                       ii





                                                                                           Page
                                                                                           ----
                                                                                         
   5.4     Investment/Operational Intent....................................................32

   5.5     Availability of Funds; Solvency..................................................33

   5.6     No Other Representations and Warranties..........................................33

ARTICLE VI Covenants........................................................................33

   6.1     Conduct of the Business of the Company...........................................33

   6.2     Access to Personnel, Properties, Books and Records...............................36

   6.3     Efforts..........................................................................36

   6.4     Further Assurances...............................................................37

   6.5     Transfer Taxes...................................................................37

   6.6     Section 338(h)(10) Election......................................................37

   6.7     Badger Limited Assortment LLC....................................................37

   6.8     Stock Appreciation Rights........................................................37

   6.9     Agreement Regarding Income Taxes and Income Tax Returns..........................38

   6.10    Termination of Home Ownership Program and S.M.A.R.T. Scholarship Program.........39

   6.11    Estoppels and SNDA's.............................................................39

ARTICLE VII Conditions to the Obligations of Buyer..........................................39

   7.1     Representations and Warranties True..............................................39

   7.2     Performance......................................................................39

   7.3     Approvals, Permits, Etc..........................................................39

   7.4     Delivery of Closing Documents....................................................40

   7.5     Absence of Certain Events........................................................40

   7.6     No Material Adverse Change.......................................................40

   7.7     Consents.........................................................................40

   7.8     Evidence of Title to Real Property...............................................40

   7.9     Landlord Estoppel Certificates...................................................40


                                       iii





                                                                                           Page
                                                                                           ----
                                                                                         
   7.10    [Intentionally Left Blank].......................................................40

   7.11    Subordination, Nondisturbance and Attornment Agreements..........................40

ARTICLE VIII Conditions to the Obligations of the Shareholders..............................41

   8.1     Representations and Warranties True..............................................41

   8.2     Performance......................................................................41

   8.3     Approvals, Permits, Etc..........................................................41

   8.4     Delivery of Closing Documents....................................................41

   8.5     Absence of Certain Events........................................................41

   8.6     Personal Guarantees..............................................................41

ARTICLE IX Termination......................................................................42

   9.1     Termination......................................................................42

   9.2     Effect of Termination............................................................42

ARTICLE X Indemnification; Survival of Representations and Warranties.......................42

   10.1    Indemnity Obligations of the Shareholders........................................42

   10.2    Indemnity Obligations of Buyer...................................................43

   10.3    Procedures Relative to Indemnification Claims....................................43

   10.4    Duration.........................................................................45

   10.5    Tax Effect of Losses.............................................................46

   10.6    Certain Limitations..............................................................46

   10.7    Definitively Resolved............................................................47

   10.8    Claims Limited to Indemnification Escrow Amount, with Certain Exceptions.........47

   10.9    Indemnification Rights Against Shareholders......................................47

ARTICLE XI Shareholders' Agents.............................................................48

   11.1    Appointment of Shareholders' Agents..............................................48

   11.2    Authority Granted to Shareholders' Agents........................................48


                                       iv





                                                                                           Page
                                                                                           ----
                                                                                         
   11.3    Authorization....................................................................49

   11.4    Reliance.........................................................................49

   11.5    Acts of Shareholders' Agents.....................................................50

   11.6    No Liability.....................................................................50

   11.7    Expenses.........................................................................50

   11.8    Claims, Actions or Suits.........................................................50

ARTICLE XII Miscellaneous Provisions........................................................51

   12.1    Dispute..........................................................................51

   12.2    Process..........................................................................51

   12.3    Negotiations.....................................................................51

   12.4    Mediation........................................................................51

   12.5    Submission to Adjudication.......................................................52

   12.6    General..........................................................................52

ARTICLE XIII Miscellaneous Provisions.......................................................53

   13.1    Waiver of Compliance.............................................................53

   13.2    Notices..........................................................................53

   13.3    Expenses.........................................................................54

   13.4    Public Announcements.............................................................54

   13.5    Binding Effect...................................................................54

   13.6    Assignment.......................................................................55

   13.7    No Third Party Beneficiary.......................................................55

   13.8    Captions and Paragraph Headings..................................................55

   13.9    Entire Agreement.................................................................55

   13.10   Modifications....................................................................55

   13.11   Severability.....................................................................55


                                       vi





                                                                                           Page
                                                                                           ----
                                                                                         

   13.12   Definition of Knowledge..........................................................55

   13.13   Definition of Material Adverse Effect and Material Adverse Change................55

   13.14   Counterparts.....................................................................56

   13.15   Governing Law....................................................................56

   13.16   Exclusive Jurisdiction...........................................................56

   13.17   Directors, Officers and Fiduciary Indemnification................................56

   13.18   Acknowledgment Regarding Trustee Status..........................................56

   13.19   Specific Performance.............................................................57

   13.20   Disclosure Schedule..............................................................57

   13.21   Access; Retention of Records.....................................................57

   13.22   Attorneys' Fees..................................................................58


                                       v



                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT is entered into this 10th day of December,
2002, by and among (i) Roundy's, Inc., a Wisconsin corporation (the "Buyer") and
(ii) the record owners of all of the issued and outstanding shares of capital
stock of Prescott's Supermarkets, Inc., a Wisconsin corporation (the "Company")
as identified on Section 4.3 of the Disclosure Schedule (defined hereinafter)
(the persons and entities described in this sub-clause (ii) being referred to
collectively as the "Shareholders").

     WHEREAS, the Shareholders are the record owners of the number of shares of
the common stock, par value $1.00 per share, of the Company (the "Common Stock")
as set forth on Section 4.3 of the Disclosure Schedule;

     WHEREAS, the shares of Common Stock constitute, in the aggregate, 100% of
the issued and outstanding shares of the capital stock of the Company
(collectively, the "Subject Shares"); and

     WHEREAS, the Shareholders are willing to sell, and Buyer is willing to
purchase, all of the Subject Shares on the terms and conditions hereinafter set
forth;

     NOW, THEREFORE, in consideration of the premises and the promises and
covenants herein contained, the parties hereto agree as follows:

                                   ARTICLE I
                         Purchase and Sale of the Shares

     At the Closing (as hereinafter defined in Section 3.1), the Shareholders
shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from
the Shareholders, all (but not less than all) of the Subject Shares, free and
clear of all claims, pledges, security interests, liens, mortgages, equities,
rights of first refusal, options, contractual commitments, conditional sales
contracts, reservations, restrictions, charges, or encumbrances of any nature
whatsoever (collectively, the "Encumbrances"), all on the terms and conditions
set forth in this Agreement.

                                   ARTICLE II
                             Purchase Consideration

     2.1 Purchase Consideration. Subject to the terms and conditions of this
Agreement, the aggregate price to be paid by Buyer for the Subject Shares (the
"Purchase Price") shall be (i) Forty-Eight Million Six Hundred Eighty-Four
Thousand Dollars ($48,684,000) less (ii) the sum of (A) the Closing Indebtedness
Amount and (B) the aggregate amount of Expenses of the Company and its
Subsidiaries, less (iii) the excess (if any) of (A) negative Nine Hundred
Sixteen Thousand Six Hundred Sixty Two Dollars (-$916,662.00) ("Benchmark
Working Capital"), over (B) the Closing Date Net Working Capital (as defined
below). If the amount described in subclause (iii)(B) of the preceding sentence
is greater than the amount described in subclause (iii)(A), then the adjustment
under clause (iii) shall be zero. For purposes of the preceding clause (ii)(B),
"Expenses" shall include only Expenses that have not been paid on or prior to
the Closing Date. Benchmark Working Capital has been determined based upon an
average of four



consecutive fiscal quarters, with the last ending October 26, 2002 (the
"Benchmark Date") in the manner described in Section 2.1 of the Disclosure
Schedule.

          (a) Closing Indebtedness Amount. The "Closing Indebtedness Amount"
shall mean the amount of the outstanding balance of Indebtedness of the Company
and its Subsidiary as of the Closing Date (defined below); provided that, for
purposes of such calculation, all accrued interest, prepayment penalties,
premiums, fees and expenses (if any) which would be payable if such Indebtedness
was paid in full at the Closing (including, without limitation, any costs or
charges associated with the termination of any interest rate "swap" agreements
or similar instruments, shall be treated as Indebtedness.

          (b) Indebtedness. Solely for purposes of this Article II,
"Indebtedness" shall mean, at a particular time, the sum of the following,
without duplication, (determined on a consolidated basis with respect to the
Company and its Subsidiaries): (i) any indebtedness for borrowed money or issued
in substitution for or exchange of indebtedness for borrowed money, (ii) any
indebtedness evidenced by any note, bond, debenture or other debt security,
(iii) any indebtedness for the deferred purchase price of property or services
(other than trade payables and other current liabilities incurred in the
ordinary course of business), (iv) obligations under capitalized leases (as
defined, and in the amount recorded as a liability, in accordance with GAAP),
(v) any indebtedness (other than trade payables and other current liabilities
incurred in the ordinary course of business) secured by any Lien (as defined in
Section 2.1(d) below) on the Company's or a Subsidiary's assets, (vi) any cash,
book or bank account overdrafts (other than those incurred in the ordinary
course of business consistent with past practice and custom), and (vii) any
accrued interest payable on the foregoing.

     On the basis of the Company's Financial Statements as of the end of its
2001 fiscal year, the amount of "Indebtedness" determined under the foregoing
definition is $2,676,604, determined in the manner set forth in Section 2.1(b)
of the Disclosure Schedule hereto. The "Closing Indebtedness Amount" will be
determined in a manner consistent with the determination there set forth.

          (c) Expenses. "Expenses" as used in this Agreement shall include all
out-of-pocket expenses (including, without limitation, all fees and expenses of
counsel, accountants, investment bankers, lenders, experts and consultants to
the party and its affiliates) incurred by a party or on its behalf in connection
with or related to the authorization, preparation, execution or performance of
this Agreement and the transactions contemplated hereby, the solicitation of
shareholder approvals and all other matters related to the closing of the
transactions contemplated hereby and thereby and, in the case of the Company,
any severance, bonus, incentive compensation, deferred compensation or other
similar amounts paid or for which the Company may be liable to any employee or
former employee of the Company as a result of the transactions contemplated
hereby (whether or not such employee's employment terminates in connection with
such transactions), or as a result of the termination of the employee's
employment coincident with the transactions contemplated hereby, in each case
whether or not such amounts are accrued as liabilities on the Financial
Statements or on the books of the Company.

                                       2



          (d) Lien. "Lien" shall mean any lien, claim, pledge, security
interest, mortgage or charge of any kind, including, without limitation, any
conditional sale or other title retention agreement (or lease in the nature
thereof), any filing or agreement to file a financing statement as debtor under
the applicable Uniform Commercial Code or any similar statute other than to
reflect ownership by a third party of property leased to the Company or any of
its Subsidiaries under a lease which is not in the nature of a conditional sale
or title retention agreement, or any subordination arrangement in favor of
another Person (other than any subordination arising in the ordinary course of
business).

          (e) Person. "Person" shall mean any individual, partnership,
corporation, limited liability company, association, joint stock company, trust,
estate, joint venture, unincorporated organization, governmental entity or any
department, agency or political subdivision thereof.

          (f) Closing Date Net Working Capital. "Closing Date Net Working
Capital" shall mean the Company's current assets less its current liabilities
determined as of the Closing Date (which for this purpose shall include the
current assets and current liabilities of the Company and its Subsidiaries
determined on a consolidated basis with respect to the Company and its
Subsidiaries), in a manner consistent with the preparation of the Financial
Statements, and in any event in accordance with GAAP, but subject to the
following:

               (i) inventory will be valued at its cost to the Company using the
first in first out method based on physical inventories taken as nearly as
practical to the Closing Date, in a manner consistent with that customary in the
industry, which inventories will be observed by representatives of both the
Company and Buyer;

               (ii) if any Expenses paid or accrued by the Company or its
Subsidiaries which are taken into account in the calculation of the Purchase
Price under Section 2.1(ii)(B) have affected the Company's current assets or
current liabilities as of the Closing Date, the effects thereof on such current
assets and current liabilities will be reversed for purposes of determining
Closing Date Net Working Capital (it being the intent of the parties that
amounts that reduce the Purchase Price as Expenses shall not further reduce the
Purchase Price as a deficiency in Closing Date Net Working Capital);

               (iii) the entire amount of the Company's Indebtedness shall be
excluded from the Company's current liabilities for purposes of computing the
Closing Date Net Working Capital;

               (iv) any amount treated as Indebtedness under Section 2.1(b) and
taken into account as a reduction of the Purchase Price under clause (ii)(A) of
Section 2.1 will not be treated as a current liability for purposes of
determining Closing Date Net Working Capital;

               (v) any asset or liability account that was excluded in
determining the Benchmark Working Capital amount will be similarly excluded for
purposes of determining Closing Date Net Working Capital;

               (vi) except to the extent taken into account in determining
Benchmark Working Capital, Closing Date Net Working Capital shall not include
any money or the net book

                                       3



value of any other property of the Company, distributed or paid between the
Benchmark Date and the Closing Date, as described in Section 2.7 of this
Agreement;

               (vii) the Company will not record any gain or loss on the
distribution or transfer of any of its assets as contemplated by Section 2.7,
based on a difference between the net book value and the market value of any
such asset; and

               (viii) deposits-in-transit as of the Closing Date will be treated
as a part of the Company's cash balance.

     2.2 Payment of Purchase Price. At the Closing, Buyer shall pay the Purchase
Price as follows:

          (a) to Bank One Trust Company (the "Escrow Agent"), the sum of Five
Million and 00/100 Dollars ($5,000,000.00) (the "Indemnification Escrow Amount")
via wire transfer of immediately available funds to an account designated by the
Escrow Agent, which amount shall be held by the Escrow Agent in accordance with
the terms of an Indemnification Escrow Agreement (defined below) and shall be
used as a means of providing a limited fund from which Buyer may recover for
certain indemnification obligations of the Shareholders, as more fully provided
herein and therein;

          (b) to the Escrow Agent, five percent (5%) of the Estimated Purchase
Price (the "Purchase Price Escrow Amount") via wire transfer of immediately
available funds to an account designated by the Escrow Agent, which amount shall
be held by the Escrow Agent in accordance with the terms of a Purchase Price
Adjustment Escrow Agreement (defined below) and shall be used as a means of
reconciling any adjustments to the Purchase Price pursuant to Section 2.3
hereof; and

          (c) to the Shareholders, the Estimated Purchase Price (as defined
below) less the Indemnification Escrow Amount less the Purchase Price Escrow
Amount (the "Closing Payment"), which amount shall be subject to adjustment
post-closing as provided in Section 2.3 below. The Closing Payment shall be made
by a single wire transfer of immediately available funds to a single account to
be designated by the Shareholders Agents, which transfer shall be deemed for all
purposes to constitute delivery of the Closing Payment to all of the
Shareholders. The Closing Payment shall be allocated among the Shareholders in
the manner set forth on Section 4.3 of the Disclosure Schedule attached hereto
and incorporated herein by reference (the "Disclosure Schedule").

     2.3 Purchase Price Adjustment. The Purchase Price shall be adjusted (the
"Purchase Price Adjustment") in accordance with this Section 2.3.

          (a) Estimated Purchase Price. Prior to the Closing, the parties
jointly will prepare an estimate of the Purchase Price, which estimate will be
based on the interim financial statements of the Company as of the month end
next preceding the Closing Date (the "Estimated Purchase Price").

          (b) Closing Calculations and Purchase Price Certificate. Within sixty
(60) days after the Closing Date, the Shareholders' Agents shall deliver to
Buyer a calculation of the

                                       4



actual Closing Indebtedness Amount, the Expenses of the Company, and the Closing
Date Net Working Capital measured as of the Closing Date (collectively, the
"Closing Calculations"), prepared from the books and records of the Company and
accompanied by a certificate of the Shareholders' Agents to the effect that such
statement has been prepared in accordance with the terms of this Agreement (the
"Closing Calculations Certificate").

          (c) Buyer's Review. As soon as practicable after its receipt of the
Closing Calculations and the Closing Calculations Certificate, but in any event
not more than thirty (30) days thereafter, Buyer may deliver to the
Shareholders' Agents a notice of dispute relating to the Closing Calculations
setting forth in reasonable detail the basis for such dispute (a "Dispute
Notice").

          (d) No Objection by Buyer. If the Buyer has no objection to the
Closing Calculations, the amount paid by the Buyer as set forth in Section 2.2
of this Agreement shall be adjusted in the manner set forth in Section 2.3(i) of
this Agreement.

          (e) Bases for Objection. The only bases upon which the Buyer may
dispute any matter in the Closing Calculations are: (i) the inaccuracy of such
matter, whether factually or numerically; or (ii) the Closing Calculations are
not prepared as required by this Agreement.

          (f) Access. After the Closing Date, Buyer shall allow the
Shareholders' Agents, the accountants for the Shareholders (the "Shareholders'
Accountants") and their respective representatives, during normal business
hours, to have reasonable access to, and to examine and make copies of, all
books and records of the Company, including but not limited to the books,
records, schedules, work papers and audit programs of Buyer and the accountants
for Buyer ("Buyer's Accountants") and to have reasonable access to and
assistance from the Company's employees to the extent such documents and access
are necessary to prepare the Closing Calculations in accordance with Section
2.3(b) and to respond to any Dispute Notice delivered by Buyer pursuant to
Section 2.3(c).

          (g) Dispute Resolution. In the event Buyer delivers a Dispute Notice,
such dispute shall be resolved in accordance with the procedures set forth
below.

               (i) Mutual Agreement. Buyer and the Shareholders' Agents shall
endeavor, through good faith negotiations, to resolve any such dispute on terms
mutually acceptable to them. Buyer's Accountants, on behalf of Buyer, and the
Shareholders' Accountants, on behalf of the Shareholders (such accountants being
hereinafter collectively referred to as the "Parties' Accountants"), may
participate in such negotiations to the extent requested by the parties.

               (ii) Neutral Accountants. If such dispute or controversy is not
resolved by the mutual agreement of the parties or the Parties' Accountants
within thirty (30) days after the Shareholders' Agents' receipt of the Dispute
Notice, then PriceWaterhouseCoopers (the "Neutral Accountants") shall resolve
such dispute or controversy. The Neutral Accountants shall be instructed to make
their determination as to such dispute or controversy within thirty (30) days
after their appointment. The Neutral Accountants shall act as

                                       5



arbitrators, and their determination shall be final, binding and conclusive as
between Buyer and the Shareholders absent fraud or manifest error.

          (h) Procedure. Each of the parties, at its own expense, shall furnish
the Neutral Accountants and the other parties with such documents and
information as the Neutral Accountants may request. Each party may also furnish
to the Neutral Accountants such other information and documents as such party
deems relevant with appropriate copies or notification being given to the other
party. The Neutral Accountants may, at their discretion, conduct a conference
concerning the disagreement with the Shareholders' Agent and the Buyer, at which
conference each party shall have the right to present additional documents,
materials and other information and to have present its advisors, counsel and
accountants. In connection with such process, there shall be no hearings, oral
examinations, testimony, depositions, discovery or other similar proceedings
conducted by any party or by the Neutral Accountants. The Neutral Accountants
shall determine the proportion of their fees and expenses to be paid by the
Shareholders and the Buyer, based primarily on the degree to which the Neutral
Accountants have accepted the positions of the respective parties.

          (i) Final Purchase Price Adjustment. If the actual Purchase Price
based on the Closing Calculations as finally determined pursuant to this Section
2.3 ("Final Purchase Price") is greater than the sum of the Closing Payment plus
the Indemnification Escrow Amount plus the Purchase Price Adjustment Escrow
Amount (such sum being referred to as the "Closing Amount"), the Escrow Agent
shall pay to the Shareholders, in accordance with their respective percentages
set forth in Section 4.3 of the Disclosure Schedule, the entire amount of the
Purchase Price Adjustment Escrow Amount, and the Buyer shall pay to the
Shareholders the excess of the Final Purchase Price over the Closing Amount. If
the Final Purchase Price is less than the Closing Amount, the Escrow Agent shall
pay to Buyer the amount of such deficiency out of the Purchase Price Adjustment
Escrow Amount, and if the Purchase Price Adjustment Escrow Amount is
insufficient, out of the Indemnification Escrow Amount (subject to Section 10.9
below), and if any deficiency remains, George and Judith Prescott, jointly and
severally, shall pay to Buyer the amount of such remaining deficiency. Any
payment required to be made by the Buyer or the Shareholders or the Escrow
Agent, as the case may be, pursuant to this Section 2.3(i) shall be made
immediately by wire transfer of immediately available funds (i) if to Buyer, to
such account as is designated by Buyer, and (ii) if to the Shareholders, to the
account referred to in Section 2.2(c) hereof, which transfer shall be deemed for
all purposes to constitute delivery to all of the Shareholders. Any payments
pursuant to this Section 2.3(i) of this Agreement out of the Purchase Price
Adjustment Escrow Amount or the Indemnification Escrow Amount shall include a
proportionate share of the interest actually earned (net of the Escrow Agent's
fees and expenses) on the Purchase Price Adjustment Escrow Amount or the
Indemnification Escrow Amount, as applicable. Any additional payments pursuant
to this Section 2.3(i) of this Agreement beyond the Purchase Price Adjustment
Escrow Amount and the Indemnification Escrow Amount shall include interest at
the prime rate as established from time to time by Bank One, Wisconsin, from the
Closing Date to the date of payment.

     2.4 Section 444 Deposit. The Company maintains a deposit with the Internal
Revenue Service pursuant to Section 444 of the Internal Revenue Code and the
current amount of such deposit is $1,575,000 (the "Deposit"). Promptly after the
Closing and in any event

                                       6



within 30 days after Closing, the Buyer shall cooperate with the Sellers and
provide such information and make such filings (if any) as may be necessary to
request a refund of the Deposit. The Buyer shall cause copies of all such
documents to be delivered to the Shareholders' Agent. Upon receipt of payment of
the Deposit by the Company, the Company shall immediately pay the amount of the
Deposit to the Shareholders' Agents for distribution to the Shareholders in
accordance with their percentage ownership interests in the Subject Shares.

     2.5 Employment Matters.

          (a) For purposes of all employee benefit plans contributed to by the
Buyer after the Closing Date in which any employees of the Company participate,
to the extent permitted by the terms of such plans and applicable law, the Buyer
shall cause each such plan to treat the prior service with the Company as
service rendered to the Buyer for purposes of eligibility and vesting under such
plan and for purposes of vacation pay, but, unless otherwise determined by the
Buyer, not for purposes of benefit accrual under such plan.

          (b) Except with respect to any Benefit Plans terminated prior to the
Closing Date as described elsewhere in this Agreement, for the employees of the
Company and the Subsidiary and, to the extent required by applicable law or as
provided in this Agreement, the employees of Badger Limited Assortment LLC
("Badger"), the Company and the Subsidiary shall continue to be responsible for
the Benefit Plans identified in Section 4.18(a) of the Disclosure Schedule after
the Closing Date, and neither the Shareholders nor, except with respect to its
own employees, Badger, shall have any further responsibility or liability with
respect to any such Benefit Plans.

          (c) Buyer shall be responsible for providing continuing health benefit
coverage pursuant to Section 601, et. seq. of ERISA and Section 4980B of the
Code and any applicable state law requirements ("COBRA continuation coverage")
under any health plan(s) maintained by the Company immediately prior to the
Closing Date with respect to all persons receiving or entitled to receive COBRA
continuation coverage under such health plan(s), including any person who
becomes a qualified beneficiary as a result of the transaction contemplated by
this Agreement, any person whose qualifying event occurred prior to the Closing
Date, and any other person receiving or entitled to receive COBRA continuation
coverage under such health plan(s) as of the Closing Date.

          (d) Buyer shall allow Badger's employees participating in the
Company's health and life insurance plans immediately prior to the Closing Date
to continue participation in such health and life insurance plans for a period
of up to 30 days following the Closing Date. The Shareholders will cause Badger
to use reasonable commercial efforts to implement and make available to its
employees health and life insurance plans within that thirty-day period. Badger
will pay Buyer the COBRA cost for such employees' post-Closing Date health
coverage (for the entire period for which such employees remain as participants
in the Company's plan under COBRA, even if such period is greater than the
thirty days referred to above), and will pay the applicable premium for such
employees' post-Closing Date life insurance coverage (subject to the right of
Badger to seek reimbursement of such costs from its employees). Prior to the
Closing Date, Badger may, in its sole discretion, terminate the participation of
its employees in the Company's profit sharing 401(k) plan or spin-off that
portion of such plan covering its

                                       7



employees in a transaction complying with Section 414(l) of the Internal Revenue
Code. If Badger determines to terminate the participation of its employees in
the Company's profit sharing 401(k) plan, then such employees shall be fully
vested in their plan accounts, and after the Closing Date the Buyer and the
Company shall take such steps as are necessary to enable employees of Badger to
receive distributions of their vested plan accounts, consistent with applicable
law.

     2.6 Name. Promptly after the Closing, the Buyer shall cause the Company to
change its corporate name to a name that does not include the name "Prescott" in
any manner. On or before May 1, 2003, the Buyer shall cause the Company to cease
using the name "Prescott" on any of its supplies, business documents, letterhead
or in any other way.

     2.7 Acknowledgements. Notwithstanding any other provision of this
Agreement, prior to the Closing, the Shareholders intend to cause the Company to
engage in the following transactions, to which the Buyer hereby consents:

          (a) distribute or assign the collateral assignment of all life
insurance policies on the life of George Prescott and Judith Prescott to Badger
Limited Assortment LLC or the insured on such policy;

          (b) distribute all member interests in Badger Limited Assortment LLC
to the Shareholders;

          (c) make distributions of cash and third-party securities from time to
time to the Shareholders and incur indebtedness for borrowed money to fund the
same;

          (d) pay cash to employees as "sale bonuses" or make cash payouts in
payment of the Company's obligations under the Home Ownership Program and the
S.M.A.R.T. Scholarship Program and terminate such programs and incur
indebtedness for borrowed money to fund the same;

          (e) permit the Shareholders to remove from the Company's premises
those personal assets listed in Section 2.7(e) of the Disclosure Schedule;

          (f) prepay to employees of the Company all bonuses and profit sharing
payments for the fiscal year of the Company ending on January 25, 2003; and

          (g) forgive or cancel any and all amounts owed to the Company by
certain of the Shareholders and/or by Badger Limited Assortment LLC, as set
forth on Section 2.7(g) of the Disclosure Schedule.

     2.8 Vehicle Leases. Prior to the Closing Date the Company will assign to
certain of the Shareholders, and the assignee Shareholders will assume from the
Company, those vehicle leases listed in Section 2.8 of the Disclosure Schedule
(or, at the option of the Shareholders, the

                                       8



Company will purchase the vehicles subject to such leases, terminate the leases
and transfer the vehicles to the assignee Shareholders).

                                  ARTICLE III
                           Closing; Closing Deliveries

     3.1 Time and Place of Closing. The closing of the transactions contemplated
hereby (the "Closing") shall take place at the offices of Whyte Hirschboeck
Dudek S.C., Suite 2100, 111 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202,
on January 21, 2003 at 9:00 A.M., or on such other date or at such other
location as the parties shall mutually agree in writing (the "Closing Date"),
and shall be effective for all purposes as of 12:01 A.M. on the Closing Date
(the "Effective Time").

     3.2 Deliveries.

          (a) Deliveries by the Shareholders. At the Closing, the Shareholders
shall deliver or cause to be delivered to Buyer the following:

               (i) certificates representing all of the Subject Shares, free of
any restrictive legends and duly endorsed or accompanied by duly executed stock
powers;

               (ii) certificates, dated as of the Closing Date and executed by
each of the Shareholders to the effect that (A) each of the representations and
warranties of the Shareholders made under Article IV hereof is true and correct
in all material respects on the Closing Date as though made on such date and (B)
the Shareholders have performed and complied in all material respects with all
covenants, conditions and obligations under this Agreement which are required to
be performed or complied with by them on or prior to the Closing Date;

               (iii) a certified copy of the Articles of Incorporation and
Bylaws of the Company;

               (iv) an amendment to Articles of Incorporation deleting Article
XII thereof to be effective on or prior to the Closing Date;

               (v) all minute books, stock books, stock transfer records,
corporate seals and other corporate and shareholder records of the Company and
each Subsidiary (as hereinafter defined);

               (vi) letters of resignation, dated as of the Closing Date, of all
of the directors and officers of the Company and the Subsidiaries;

               (vii) the written opinion of Quarles & Brady, LLP or O'Meara,
Eckert, Pouros & Gonring, counsel for the Shareholders, dated the Closing Date,
substantially in the form of Exhibit A hereto;

               (viii) acknowledgments by the Shareholders of their receipt of
the Closing Payment;

                                       9



               (ix) executed counterparts of the following agreements:

                    (A) Noncompetition Agreements entered into between Buyer and
George E. Prescott and Judith A. Prescott, respectively, substantially in the
form of Exhibit B attached hereto and incorporated herein; and

                    (B) Indemnification Escrow Agreement entered into among
Buyer, the Shareholders and the Escrow Agent, substantially in the form of
Exhibit C attached hereto and incorporated herein (the "Indemnification Escrow
Agreement"); and

                    (C) Purchase Price Adjustment Escrow Agreement. entered into
among Buyer, the Shareholders and the Escrow Agent, substantially in the form of
Exhibit D attached hereto and incorporated herein ("Purchase Price Adjustment
Escrow Agreement").

               (x) a certificate (executed in duplicate) of each of the
Shareholders in a form acceptable to Buyer certifying that such Shareholder is
not a "foreign person" within the meaning of Section 1445 of the Internal
Revenue Code of 1986, as amended;

               (xi) certificates of status issued by the Wisconsin Department of
Financial Institutions dated within ten (10) business days of the Closing Date
certifying that the Company and each Subsidiary is a domestic corporation or
limited liability company organized under the laws of the State of Wisconsin and
has filed its annual report required under the Wisconsin Business Corporation
Law ("WBCL") or Wisconsin Limited Liability Company Act;

               (xii) evidence, reasonably satisfactory to Buyer, as to the
termination of all stockholder agreements, voting trust agreements, nominee
arrangements, options, warrants, rights or other privileges with respect to any
shares of the Company's capital stock;

               (xiii) all executed written consents of third parties to the sale
of the Subject Shares to Buyer hereunder which may be required pursuant to any
agreement or arrangement to which the Company, any Subsidiary or any Shareholder
is a party;

               (xiv) evidence of termination of all rights of participants in
the Company's SAR Plans (as defined below);

               (xv) the Letter Reports called for by Section 7.8 hereof;

               (xvi) the Landlord Estoppel Certificates called for by Section
7.9 hereof;

               (xvii) the SNDAs called for by Section 7.11 hereof; and

               (xviii) such other duly executed documents and certificates as
may be reasonably requested by Buyer.

          (b) Deliveries by Buyer. At the Closing, Buyer shall deliver to the
Shareholders or to the Escrow Agent, as applicable, the following:

                                       10



               (i) payment of the Purchase Price in accordance with the
provisions of Section 2.2;

               (ii) certificates, dated as of the Closing Date and executed by
proper officers of Buyer, to the effect that: (A) each of the representations
and warranties of Buyer made under Article V hereof is true and correct in all
material respects on the Closing Date as though such representations and
warranties were made on such date and (B) Buyer has performed and complied in
all material respects with all covenants and obligations under this Agreement
which are to be performed or complied with by it on or prior to the Closing
Date;

               (iii) the written opinion of Whyte Hirschboeck Dudek S.C.,
counsel for Buyer, dated the Closing Date, substantially in the form of Exhibit
E hereto;

               (iv) a copy, certified as of the Closing Date by a proper officer
of Buyer, of the resolutions of the Boards of Directors of Buyer authorizing the
execution, delivery and performance of this Agreement by Buyer; and

               (v) executed counterparts of each of the agreements specified in
Section 3.2(a)(ix) above to which Buyer is a party.

                                   ARTICLE IV
               Representations and Warranties of the Shareholders

     Each of the Shareholders makes the representations and warranties set forth
in this Article IV, each of which is true and correct as of the date hereof.
Such representation and warranties are made jointly and severally, except for
those set forth in Sections 4.2 and 4.3, which are made severally and
individually by each Shareholder only as to himself/herself/itself and the
Subject Shares sold by such Shareholder.

     4.1 Corporate Organization. The Company is a corporation duly organized and
validly existing under the laws of the State of Wisconsin. The Company is
current in all filings necessary to maintain its corporate existence under
Wisconsin law and no proceedings have been filed or are pending for its
dissolution or winding up. The Company has all requisite corporate power and
authority to own, lease and operate the properties and assets it now owns,
leases or operates and to carry on its business as presently conducted or
presently proposed to be conducted. The Company is duly qualified to do business
as a foreign corporation in all jurisdictions where it is required to be
qualified, except where the failure to be so qualified would not have a Material
Adverse Effect. The Company has, upon or prior to execution of this Agreement,
delivered to Buyer complete and correct copies of its Articles of Incorporation,
as amended to date (certified by the Wisconsin Department of Financial
Institutions as of a recent date), and its By-Laws, as amended to date
(certified by the Secretary of the Company). Except as expressly contemplated by
the Agreement, neither the Articles of Incorporation nor the By-Laws of the
Company have been amended since the dates of certification thereof, nor has any
action been taken for the purpose of effecting any amendment of such
instruments.

     4.2 Authority of the Shareholders.

                                       11



          (a) Except as set forth on Section 4.2(a) of the Disclosure Schedule,
each Shareholder has full right, power, legal capacity and authority to sell,
transfer and deliver to Buyer the full legal and beneficial ownership in the
Subject Shares to be sold by such Shareholder pursuant to this Agreement and to
consummate the transactions contemplated herein and in any documents to be
delivered in connection herewith ("Seller Ancillary Documents") to which such
Shareholder is a party.

          (b) With respect to each Shareholder that is a trust, estate, or
entity other than a natural person or corporation (the "Entities"), the
representatives, trustees or other fiduciaries who have signed this Agreement
(and any relevant Seller Ancillary Document) on behalf of such Entities are the
duly appointed and acting representatives, trustees, or fiduciaries of such
Entities as of the date hereof (and will be such as of the Closing Date); the
representatives, trustees, or other fiduciaries of such Entities have all the
power and authority necessary to own and dispose of the Subject Shares held by
such Entity; no beneficiary or other party with any beneficial interest in any
of the Entities has heretofore in any way assigned, transferred or encumbered,
or permitted the assignment, transfer or other encumbrance of, the Subject
Shares (or any interest therein) held by the Entities; the execution and
delivery of this Agreement and any relevant Seller Ancillary Document by such
representatives, trustees, or other fiduciaries, and the performance by such
representatives, trustees, or other fiduciaries of their obligations hereunder
have been duly and validly authorized and approved by all actions required under
applicable law relating to the Entities and under the terms of the relevant
will, trust or other instruments; such representatives, trustees, and
fiduciaries have full power and authority under the terms of the applicable
instruments and under any document relating to or applicable to such Entities to
execute and deliver this Agreement and any relevant Seller Ancillary Document on
behalf of such Entities and to perform their respective obligations hereunder
and thereunder; and neither the execution of this Agreement or any relevant
Seller Ancillary Document, consummation of the transactions contemplated hereby
or thereby nor compliance with or fulfillment of the terms and conditions hereof
or thereof will violate or conflict with any provision of the applicable
instruments or any other document relating to Entities.

          (c) This Agreement has been duly and validly executed and delivered by
each Shareholder and is the legal, valid and binding obligation of each
Shareholder enforceable in accordance with its terms, except that the
enforceability of this Agreement is subject to bankruptcy, insolvency,
reorganization and similar laws of general applicability relating to or
affecting creditors' rights and limitations on the availability of the remedy of
specific performance and other equitable relief. Except as set forth in Section
4.2(c) of the Disclosure Schedule, no action, consent or approval by or filing
with any federal, state, municipal, foreign or other court or governmental or
administrative body or agency or any other regulatory or self-regulatory body is
required in connection with the execution and delivery by any Shareholder of
this Agreement or the Seller Ancillary Documents or the consummation by such
Shareholder of the transactions contemplated hereby and thereby. No claim,
action, suit, proceeding, arbitration, investigation or inquiry before any
federal, state, municipal, foreign or other court or governmental or
administrative body or agency, any securities or commodities exchange, other
regulatory body or any private arbitration tribunal is now pending or, to the
knowledge of any Shareholder, threatened, against or relating to such
Shareholder which would adversely affect the ability of such Shareholder to
consummate the sale of the Subject Shares or the other transactions contemplated
by this Agreement or the Seller Ancillary Documents. Except as set

                                       12



forth in Section 4.2(c) of the Disclosure Schedule, neither the execution and
delivery of this Agreement by any Shareholder, nor the consummation of the
transactions contemplated hereby, will breach, violate or constitute an event of
default (or an event which with the lapse of time or the giving of notice or
both would constitute an event of default) under, give rise to any right of
termination, cancellation, modification or acceleration under, or require any
consent or the giving of any notice under, any contract or instrument to which
such Shareholder is a party or by which such Shareholder or any of such
Shareholder's properties or assets may be bound.

     4.3 Title to the Subject Shares. Each Shareholder is the beneficial and
record owner of the number of Subject Shares set forth opposite the name of such
Shareholder in Section 4.3 of the Disclosure Schedule. At the Closing, such
Shareholder will deliver to Buyer good and marketable title to such shares, free
and clear of any Encumbrances (except for the rights of Buyer arising under this
Agreement).

     4.4 No Violation. Except as set forth in Section 4.4 of the Disclosure
Schedule, the execution, delivery and performance of this Agreement by the
Shareholders and the consummation of the transactions contemplated hereby will
not: (i) violate or conflict with any provision of the charter documents of the
Company or any Subsidiary; (ii) breach, violate or (whether immediately or with
the lapse of time or the giving of notice or both) constitute an event of
default under or an event which would give rise to any right of termination,
cancellation, modification, acceleration or foreclosure under, or require any
consent of or the giving of any notice to any third party under, any note, bond,
indenture, credit facility, mortgage, security agreement, lease, license,
franchise, permit or other agreement, instrument or obligation to which the
Company or any Subsidiary is a party, or by which the Company or any Subsidiary
or any of their properties or assets may be bound, or give rise to the creation
of any Encumbrance (as that term is defined above) upon the Subject Shares or
upon the properties or assets of the Company or any Subsidiary; (iii) violate or
conflict with any law, statute, rule, regulation, ordinance, code, judgment,
order, writ, injunction, decree or other requirement of any court or of any
governmental body or agency thereof applicable to the Company or any Subsidiary
or by which any of their properties or assets may be bound; or (iv) require any
registration or filing by the Company, the Subsidiaries or the Shareholders
with, or any permit, license, exemption, consent, authorization or approval of,
or the giving of any notice by the Company, any Subsidiary or any of the
Shareholders to, any governmental or regulatory body, agency or authority.

     4.5 Capitalization of the Company. The authorized, issued and outstanding
shares of all classes of capital stock of the Company, and the record ownership
thereof, is set forth in Section 4.5 of the Disclosure Schedule. The Subject
Shares constitute 100% of the issued and outstanding shares of the capital stock
of the Company on a fully diluted basis (i.e., after giving effect to the
exercise of all options, warrants or similar rights to acquire shares of stock),
and there are no other shares of any class of capital stock authorized, issued
or outstanding as of the date hereof. All of the Subject Shares were duly and
validly authorized and issued and are fully paid and non-assessable, except as
provided in Section 180.0622(2)(b) of the Wisconsin Statutes. Except as
disclosed in Section 4.5 of the Disclosure Schedule, there are no agreements,
arrangements or understandings (including, without limitation, options or rights
of first refusal), to which any Shareholder, the Company or any Subsidiary is a
party, or by which any Shareholder, the Company or any Subsidiary is bound
relating to the ownership, acquisition or disposition of the Subject Shares or
any interest therein, and there are no agreements,

                                       13



arrangements or understandings to which any Shareholder, the Company or any
Subsidiary is a party or by which they are bound relating to the repurchase or
redemption of any shares of the Company's capital stock. There are no
outstanding options, warrants or other rights to subscribe for or purchase, or
securities convertible into or exchangeable for, shares of the Company's capital
stock, there are no agreements, arrangements or understandings to which the
Company or any Subsidiary is a party or by which they are bound pursuant to
which the Company is or may be required to issue or sell additional shares of
the Company's capital stock, and no person other than the Shareholders owns or
holds any legal, equitable or beneficial interest in or right to any shares of
the Company's capital stock or other equity interest in the Company of any
nature whatsoever. Except as set forth on Section 4.5 of the Disclosure
Schedule, the Company does not have any stock appreciation rights, "phantom
stock" rights, performance share plans or similar equity-based compensation
plans (collectively, "SAR Plans").

     4.6 Subsidiaries and Affiliates. Section 4.6 of the Disclosure Schedule
sets forth the name, jurisdiction of incorporation, capitalization, ownership,
officers and directors of each corporation or other entity (other than
publicly-traded corporations) in which the Company has any direct or indirect
equity interest or other ownership interest ("Subsidiary") and the
jurisdictions, if any, in which each Subsidiary is qualified or licensed to do
business as a foreign corporation. (The term "Subsidiary" and "Subsidiaries"
shall not include Badger Limited Assortment LLC.) Section 4.6 of the Disclosure
Schedule also describes briefly the business of and assets owned by each
Subsidiary. All of the outstanding shares of capital stock or other equity
interests of each Subsidiary owned by the Company are free and clear of any
security interest, restriction, option, voting trust or agreement, proxy,
encumbrance, claim or charge of any kind whatsoever, and are validly issued,
fully paid and non-assessable. The Company owns 100% of the issued and
outstanding shares of all classes of capital stock or other equity interests of
each Subsidiary. There are no options, warrants, conversion privileges or any
other rights, agreements, arrangements or understandings (including, without
limitation, rights of first refusal) with respect to any shares of capital stock
or other equity interests of any Subsidiary. Each Subsidiary (i) is a
corporation or limited liability company duly organized and validly existing
under the laws of its state of incorporation, (ii) is current in all filings
necessary to maintain its existence under such law and no proceedings have been
filed or are pending for its dissolution or winding up, (iii) has all requisite
power and authority to own, lease and operate the properties and assets it now
owns, leases or operates and to carry on its business as presently conducted or
presently proposed to be conducted, and (iv) is not required to be qualified to
transact business as a foreign entity in any jurisdiction other than the
jurisdictions listed in Section 4.6 of the Disclosure Schedule. The Company has,
upon or prior to the execution of this Agreement, delivered to Buyer complete
and correct copies of the Articles of Incorporation or Articles of Organization
(as applicable), as amended to date (certified by the secretary of state of the
state of incorporation) and By-Laws or Operating Agreement (as applicable), as
amended to date (certified by the Secretary of the Company as of a recent date)
of each Subsidiary. Neither the Articles of Incorporation, Articles of
Organization, Operating Agreement nor By-laws of any Subsidiary have been
amended since the dates of certification thereof, nor has any action been taken
for the purpose of effecting any amendment of such instruments.

     4.7 Financial Statements. The Company has heretofore delivered to Buyer
copies of the reviewed financial statements of the Company for the fiscal years
ended January 26, 2002, January 27, 2001 and January 29, 2000, and non-reviewed
interim financial statements for the

                                       14



period ended September 21, 2002. The aforesaid financial statements, including
all notes thereto, are hereinafter referred to collectively as the "Financial
Statements." Except as set forth on Section 4.7 of the Disclosure Schedule, the
Financial Statements (i) have been prepared from and are consistent with the
books and records of the Company, (ii) have been prepared in accordance with
U.S. generally accepted accounting principles ("GAAP") consistently applied
during the periods covered thereby, and (iii) fairly present the financial
condition, results of operations and cash flows of the Company as at the dates,
and for the periods, stated therein; provided, that the non-reviewed interim
financial statements do no reflect customary year end adjustments and accruals
and do not have footnotes.

     4.8 Absence of Undisclosed Liabilities. Except as set forth on Section 4.8
of the Disclosure Schedule, the Company and the Subsidiaries do not have any
liabilities (whether known, unknown, absolute, accrued, contingent or
otherwise), except (i) to the extent reflected or reserved against in the
Financial Statements, (ii) for obligations incurred pursuant to contracts
entered into in the ordinary course of business and identified in an appropriate
section of the Disclosure Schedule hereto to the extent required by this
Agreement to be identified in the Disclosure Schedule, and (iii) for trade
payables and accrued expenses incurred in the ordinary course of business since
the date of the most recent of the Financial Statements, all of which
liabilities are properly reflected in the books and records of the Company or
the applicable Subsidiary.

     4.9 Absence of Certain Changes or Events. Except as set forth in Section
4.9 of the Disclosure Schedule, since January 26, 2002, the Company and the
Subsidiaries have carried on their businesses in the ordinary course and
consistent with past practice. Except as set forth in Section 4.9 of the
Disclosure Schedule, or as expressly contemplated by this Agreement, since
January 26, 2002, the Company and the Subsidiaries have not:

          (a) incurred any obligation or liability (whether absolute, accrued,
contingent or otherwise), except in the ordinary course of business and
consistent with past practice and not in any event consisting of indebtedness
for borrowed money (other than advances under existing credit facilities in the
ordinary course of business and consistent with past practice), nor guaranteed,
or agreed to act as surety, indemnitor, co-signer or accommodation party for,
any indebtedness, liability or obligation of any third party, except for
liability due to endorsement of checks in the normal course of collection;

          (b) suffered any damage, destruction or loss, whether or not covered
by insurance, affecting their properties, assets or business, exceeding $25,000
individually or $50,000 in the aggregate;

          (c) mortgaged, pledged or subjected to any lien, charge or other
encumbrance any of their assets, tangible or intangible, except in the ordinary
course of business and consistent with past practice;

          (d) sold or transferred any of their assets, except in the ordinary
course of business and consistent with past practice, or canceled or compromised
any material debts or waived any claims or rights of a material nature;

                                       15



          (e) leased, licensed or granted to any person or entity any rights in
any of their assets or properties outside the ordinary course of business and
inconsistent with past practice;

          (f) experienced any material adverse change in their financial
condition, results of operations, cash flows, assets, liabilities, business or
operations;

          (g) made any change in any accounting principle or practice or in
their method of applying any such principle or practice;

          (h) issued any additional shares of capital stock or any options,
warrants or other rights to purchase, or any securities convertible into or
exchangeable for, shares of their capital stock;

          (i) except as set forth on Section 4.9 of the Disclosure Schedule,
declared or paid any dividends on or made any other distributions (however
characterized) in respect of shares of their capital stock;

          (j) except as set forth on Section 4.9 of the Disclosure Schedule,
repurchased or redeemed any shares of their capital stock;

          (k) granted any general or specific increase in the salary, commission
rate or other compensation (including, without limitation, bonuses, profit
sharing or deferred compensation) payable or to become payable to any of their
employees whose total cash compensation for the Company's fiscal year 2001 or
whose annualized total cash compensation projected for the fiscal year 2002
exceeded or exceeds $50,000, except (A) in the ordinary course of business and
as disclosed in this Agreement or the schedules attached hereto or (B) as
required under existing contractual obligations of the Company or any
Subsidiary, or adopted any Benefit Plan (as defined below), or increased,
augmented or improved the benefits granted to or for the benefit of any Employee
(as defined below) under any Benefit Plan; or

          (l) organized any new subsidiary, acquired any capital stock or other
equity security of any corporation or acquired any equity or other ownership
interest in any business;

          (m) made any capital expenditure or commitment in excess of $50,000.00
in any one instance or $100,000.00 in the aggregate; or

          (n) entered into any agreement or commitment to do any of the
foregoing.

     4.10 Legal Proceedings. Except as set forth in Section 4.10 of the
Disclosure Schedule, there are no suits, actions, proceedings (including,
without limitation, arbitral and administrative proceedings), claims (including
without limitation, worker's compensation claims) or governmental investigations
or audits pending, nor to the Knowledge of the Shareholders, are any of the
foregoing threatened, against the Company or any Subsidiary or their properties,
assets or business (nor are any of the foregoing pending or, to the Knowledge of
the Shareholders, threatened against, relating to or involving any of the
Shareholders, officers, directors, employees or agents of the Company or any
Subsidiary in connection with the businesses of the Company or the
Subsidiaries). There are no such suits, actions, proceedings, claims, or
governmental investigations or audits pending, nor, to the Knowledge of the

                                       16



Shareholders, are any of the foregoing threatened, challenging the validity or
propriety of, or otherwise relating to or involving, this Agreement or the
transactions contemplated hereby. There is no judgment, order, writ, injunction,
decree or award (whether issued by a court, an arbitrator, a governmental body
or agency thereof or otherwise) to which the Company or any Subsidiary is a
party, or involving the properties, assets or businesses of the Company or any
Subsidiary, which is unsatisfied or which requires continuing compliance
therewith by the Company or said Subsidiary.

     4.11 Taxes.

          (a) All returns and reports relating to Taxes (as hereinafter defined)
which are required to be filed with respect to the Company and the Subsidiaries
on or before the date hereof or which will be required to be filed on or before
the Closing Date or which will be required to be filed after the Closing Date in
respect of federal or state income taxes for periods ending on or prior to the
Closing Date, have been, or will be, duly and timely filed and all such returns
and reports are, or will be, complete and correct in all material respects.
Except (i) to the extent and in the dollar amounts set forth on the latest
Financial Statements, or (ii) for Taxes (other than income or franchise taxes)
incurred in the ordinary course of business since the date of the latest
Financial Statements (and attributable to time periods after that date), all of
which are accrued on the Company's books, or (iii) for Taxes payable solely by
the Shareholders (and for which the Company has no potential liability, whether
primary, secondary or contingent) with respect to the income of the Company or
any Subsidiary as a result of the Company's status as an "S" corporation: all
Taxes imposed or that may in the future be imposed on or with respect to the
Company or any Subsidiary for or relating to taxable periods prior to and
through the Closing Date or relating to the activities of the Company prior to
and through the Closing Date, whether or not they have been assessed prior to
the Closing Date, have been paid or will be paid prior to the Closing Date.
Except as set forth in Section 4.11 of the Disclosure Schedule, there are no
actions or proceedings currently pending or, to the Knowledge of the
Shareholders, threatened against the Company or any Subsidiary by any
governmental authority for the assessment or collection of Taxes, no claim for
the assessment or collection of Taxes has been asserted or, to the Knowledge of
the Shareholders, threatened, against the Company or any Subsidiary, and there
are no matters under discussion by the Company or any of the Shareholders with
any governmental authority regarding claims for the assessment or collection of
Taxes against the Company or any Subsidiary. There are no agreements, waivers,
or applications by the Company or any Subsidiary for an extension of time for
the assessment or payment of any Taxes. There are no Tax liens on any of the
assets of the Company or any Subsidiary (other than any lien for current Taxes
not yet due and payable). No issue has arisen in any examination of the Company
or any of the Subsidiaries by any taxing authority that, if raised with respect
to the same or substantially similar facts arising in any other Tax period not
so examined, would result in a deficiency for such other period, if upheld.

          (b) For purposes of this Agreement, the terms "Tax" and "Taxes" shall
mean and include any and all foreign, national, federal, state, local, or other
taxes, charges, duties, fees, levies or other assessments, payments-in-lieu of
taxes, social security obligations, deficiencies, fees, export or import duties,
or other governmental charges, including, without limitation, income, excise,
property, sales, use, gross receipts, recording, insurance, value added,
profits, license, withholding, payroll, employment, net worth, capital gains,
transfer, stamp, social

                                       17



security, environmental, occupation and franchise taxes, any installment payment
for taxes and contributions or other amounts determined with respect to
compensation paid to directors, officers, employees or independent contractors,
from time to time imposed by or required to be paid to any governmental
authority (and including any additions to tax thereon, penalties for failure to
pay any Tax or make any deposit or file any return or report, and interest on
any of the foregoing).

          (c) None of the Shareholders is a foreign person, within the meaning
of Section 1445 of the Code.

          (d) The Company and each of the Subsidiaries timely has withheld
proper and accurate amounts from its employees, customers, shareholders and
others from whom it is or was required to withhold Taxes in compliance with all
applicable Laws, and has paid or will pay such withheld amounts on a timely
basis to the appropriate taxing authorities.

     4.12 Title to Properties and Related Matters.

          (a) Owned Real Property. Section 4.12(a) of the Disclosure Schedule
contains a complete and correct list and description of all real property owned
by the Company or any Subsidiary (the "Owned Real Property"). Except as set
forth in Section 4.12(a) of the Disclosure Schedule, no ownership interest in
any Owned Real Property or other real property reflected in the most recent
Financial Statement has been disposed of, and no real property has been acquired
by the Company or any Subsidiary since the date of the most recent Financial
Statement. With respect to all such Owned Real Property, the Company or the
applicable Subsidiary, as the case may be, has good and marketable title in fee
simple thereto, including all structures, plants, improvements, systems and
fixtures thereon, free and clear of all Encumbrances whatsoever, except
(collectively, the "Permitted Liens") (i) as specifically disclosed in Section
4.12(a) of the Disclosure Schedule, (ii) liens for Taxes not yet delinquent or
due and payable, and (iii) municipal and zoning ordinances, recorded easements
and recorded building and use restrictions and covenants, which do not in any
material way impair the use of such property in the manner currently used or
proposed to be used pursuant to existing plans of the Company or the applicable
Subsidiary or (in the case of real property owned by the Company or any
Subsidiary) impair the Company's or the applicable Subsidiary's good and
marketable title to such Owned Real Property. None of the structures, plants,
buildings, improvements or systems located on any Owned Real Property encroaches
on any real property owned by others, and none of the structures, buildings,
improvements or systems owned by others encroaches on any Owned Real Property.

          (b) Leased Real Property. Section 4.12(b)(i) of the Disclosure
Schedule sets forth a complete and correct list of all real property leases to
which the Company and each Subsidiary is a party, as tenant, and identifies
whether each parcel is leased or subleased by the Company or a Subsidiary from
an affiliate of the Buyer (the "Buyer-Leased Real Property") or from a third
party (the "Third Party Leased Real Property") (collectively, the "Leased Real
Property"). Section 4.12(b)(i) of the Disclosure Schedule also identifies the
owner and any sublessors and sublessees of the Third Party Leased Real Property
and the date and term of the lease and any renewal or purchase options. The
Company has previously made available to Buyer complete and correct copies of
each lease (and any amendments thereto) listed in Section

                                       18



4.12(b)(i) of the Disclosure Schedule. Except as set forth in Section
4.12(b)(ii) of the Disclosure Schedule, (i) each such lease is in full force and
effect; (ii) all lease payments due to date on any such lease have been paid,
and neither the Company nor any Subsidiary nor, to the Knowledge of the
Shareholders, any other party is in default under any such lease, and no event
has occurred which constitutes, or with the lapse of time or the giving of
notice or both would constitute, a default by the Company, the applicable
Subsidiary or any other party under such lease; (iii) there are no disputes or
disagreements between the Company, the applicable Subsidiary and any other party
with respect to any such lease; and (iv) the lessor under each such lease has
consented or been given notice (where such consent or the giving of such notice
is necessary) sufficient that such lease shall remain in full force and effect
following the consummation of the transactions contemplated by this Agreement
without any modification in the rights or obligations of the lessee under any
such lease; provided, that clauses (ii) and (iv) of this sentence do not apply
to any defaults by or consents required of any affiliate of Buyer. Subject to
the terms of each applicable lease, the Company or the applicable Subsidiary has
good and marketable title to all leasehold improvements, fixtures and other
property located on or about any of the Leased Real Property which are owned by
the Company or the applicable Subsidiary, free and clear of any Encumbrances
(but subject to the interests of landlords under any applicable leases). Except
as set forth on Section 4.12(b)(i) of the Disclosure Schedule, none of such
Leased Real Property is subject to any sublease or other agreement, arrangement
or understanding for its use (in whole or in part) by any person other than the
Company or the applicable Subsidiary.

          (c) Real Property Representations. Except as noted, the following
representations and warranties in this Section 4.12(c) apply to both the Owned
and Leased Real Property (the "Real Property"). Except as set forth in Section
4.12(c) of the Disclosure Schedule, no work has been performed on or with
respect to or in connection with any of the Real Property that would cause such
Real Property to become subject to any mechanics', materialmen's, workmen's,
repairmen's, carriers' or similar liens. The structures, plants, improvements,
systems and fixtures (including, without limitation, storage tanks or other
impoundment vessels, whether above or below ground) located on each such parcel
of Real Property, but in the case of Buyer-Leased Real Property, only such of
the foregoing as have been installed or constructed by or for the Company,
conform with all Federal, state and local statutes and laws and all ordinances,
rules, regulations and similar governmental and regulatory requirements and are
(with respect to each parcel of real property taken as a whole) in good
operating condition and repair, ordinary wear and tear excepted. Each such
parcel of Real Property (other than Buyer-Leased Real Property), in view of the
purposes for which it is currently used or for which it is proposed to be used
pursuant to existing plans, conforms with all covenants or restrictions of
record and conforms with all applicable building codes and zoning requirements,
and current, valid certificates of occupancy (or equivalent governmental
approvals) have been issued for each such item of Real Property to the extent
required by law; and the Shareholders have no Knowledge of any proposed material
change in any such governmental or regulatory requirements or in any such zoning
requirements. Except as set forth in Section 4.12(c) of the Disclosure Schedule,
all existing electrical, plumbing, fire sprinkler, lighting, air conditioning,
heating, ventilation, elevator and other mechanical systems located in or about
the Real Property are (with respect to each parcel of Real Property, taken as a
whole) in good operating condition and repair, ordinary wear and tear excepted.
The maintenance and operation of such items located in or about Third-Party
Leased Real Property is and has been conducted in compliance with the terms and
conditions of all leases to which the Company or any Subsidiary is a party.
Except with respect

                                       19



to Buyer-Leased Real Property, the Company or the applicable Subsidiary has all
easements, rights-of-way and similar rights necessary to conduct its business as
currently conducted and to use the items of Real Property as currently used,
including, without limitation, easements and licenses for pipelines, power
lines, water lines, roadways and other access. All such easements and rights are
valid, binding and in full force and effect, any amounts due and payable thereon
to date have been paid or have been fully accrued for in the books and records
of the Company or the applicable Subsidiary neither the Company, the applicable
Subsidiary nor, to the Knowledge of the Shareholders, any other party thereto is
in default thereunder, and there exists no event or condition affecting the
Company, the applicable Subsidiary or any other party thereto, which, with the
passage of time or notice or both, would constitute a material default
thereunder. No such easement or right will be breached by, nor will any party
thereto be given a right of termination as a result of, the transactions
contemplated by this Agreement.

          (d) Personal Property. All personal property of the Company (the
"Personal Property") is in good operating condition and repair, ordinary wear
and tear excepted, is physically located at or about the Company's owned or
leased premises, and is owned outright by the Company or the applicable
Subsidiary, or validly leased under one of the leases set forth in Section
4.12(e) of the Disclosure Schedule. No item of Personal Property is subject to
any agreement, arrangement or understanding for its use by any person other than
the Company or the applicable Subsidiary. The maintenance and operation thereof
has complied in all material respects with all applicable laws, regulations,
ordinances, contractual commitments and obligations. Except as set forth in
Section 4.12(d) of the Disclosure Schedule or as disclosed in the Financial
Statements, no item of tangible personal property owned or used by the Company
and any Subsidiary is subject to any conditional sale agreement, installment
sale agreement or title retention or security agreement or arrangement of any
kind. If any item of Personal Property is subject to any such agreement or
arrangement, Section 4.12(d) of the Disclosure Schedule sets forth a brief
description of the property in question and the amount and repayment terms of
the underlying obligation.

          (e) Personal Property Leases. Section 4.12(e) of the Disclosure
Schedule sets forth a complete and correct list and summary description of all
personal property leases to which the Company or any Subsidiary is a party
(either as landlord or tenant) wherein the property leased has a fair market
value exceeding $5,000 or the total annual rental payments in any year exceed
$5,000 ("Material Personal Property Leases"). With respect to each Material
Personal Property Lease, Section 4.12(e) of the Disclosure Schedule also
provides a brief description of the property leased, identifying the date and
term of the lease, the amount and timing of lease payments and any renewal or
purchase options. The Company has previously made available to Buyer complete
and correct copies of each Material Personal Property Lease (and any amendments
thereto). Except as set forth in Section 4.12(e) of the Disclosure Schedule, (i)
each such lease is in full force and effect; (ii) all lease payments due to date
on any such lease have been paid, and neither the Company, nor the applicable
Subsidiary, nor, to the Knowledge of the Shareholders, any other party is in
default under any such lease, and no event has occurred which constitutes, or
with the lapse of time or the giving of notice or both would constitute, a
default by the Company, the applicable Subsidiary, to the Knowledge of the
Shareholders, or any other party under such lease; (iii) there are no disputes
or disagreements between the Company, the applicable Subsidiary and any other
party with respect to any such lease; and (iv) except as set forth in Section
4.12(e) of the Disclosure Schedule, the lessor under each such lease has

                                       20



consented or been given notice (where such consent or the giving of such notice
is necessary) sufficient that such lease shall remain in full force and effect
following the consummation of the transactions contemplated by this Agreement
without any modification in the rights or obligations of the lessee under any
such lease.

     4.13 Computer Software. Except as disclosed in Section 4.13 of the
Disclosure Schedule, all computer programs and software owned by the Company or
used by the Company in the conduct of its business and material to the conduct
of such business (i) are regularly and commercially available without
restriction on an "over-the-counter" or "off-the-shelf" basis and have been so
acquired by the Company and (ii) have not been written or designed or materially
modified specifically for the Company. All computer software used by the Company
or installed on any computers owned or used by the Company is either (i) owned
by the Company or (ii) used pursuant to valid and effective licenses from the
owners thereof. The Company is not in breach or default under any of such
licenses, and has not received any notice suggesting or alleging that any such
breach or default has occurred or that the Company is using or has used any
computer software without an appropriate license therefor.

     4.14 Licenses, Permits, Authorizations and Consents. Section 4.14 of the
Disclosure Schedule sets forth all approvals, authorizations, consents,
licenses, orders and permits of all governmental and regulatory authorities,
whether foreign, federal, state or local (collectively, "Licenses") held by or
granted to the Company and each Subsidiary, identified by store location. Each
of the Licenses is in full force and effect. The Company has complied with all
of the terms, conditions and requirements imposed by each of the Licenses,
except where the failure so to comply would not have a Material Adverse Effect.
Neither the Company, the Subsidiaries, nor the Shareholders have received any
notice of, and the Shareholders have no Knowledge of, any intention on the part
of any appropriate authority to cancel, revoke or modify, or any inquiries,
proceedings or investigations the purpose or possible outcome of which is the
cancellation, revocation or modification of any such permit, license, exemption,
consent, authorization or approval, except as set forth in Section 4.14 of the
Disclosure Schedule. The Licenses set forth in Section 4.14 of the Disclosure
Schedule include all Licenses which are required for the ownership of the
Company's or the applicable Subsidiary's assets or the conduct of its business
as it is currently conducted, except those the absence of which would not a
Material Adverse Effect.

     4.15 Intellectual Property. Section 4.15 of the Disclosure Schedule sets
forth a complete and correct list of all patents, patent applications, material
unpatented inventions, trademarks and service marks, logos, trademark and
service mark registrations (and applications therefor), trade or business names
and copyrights owned by, registered in the name of or used by the Company and
each Subsidiary in the conduct of their businesses (other than those licensed to
the Company by Buyer or its affiliates) (collectively, the "Intangible Rights").
Except as set forth on Section 4.15 of the Disclosure Schedule, the Company or
the applicable Subsidiary owns the rights to use, in its markets, all of the
Intangible Rights, including, but not limited to the names "Prescott's
Supermarkets" and "Everix," free and clear of all Encumbrances, and the use of
such Intangible Rights in the conduct of the Company's or the applicable
Subsidiary's business, as currently conducted, does not conflict with the rights
of others in any manner. Except as set forth in Section 4.15 of the Disclosure
Schedule, there are no licenses, agreements or commitments outstanding or
effective granting any other person any right to use, operate under, license or
sublicense the Intangible Rights. Neither the Shareholders nor the Company

                                       21



have received any notice or claim that any of the Intangible Rights infringes
upon or conflicts with the rights of any other person. No Shareholder owns any
interest in or rights to use any Intangible Rights, other than the name
"Prescott." Except as set forth in Section 4.15 of the Disclosure Schedule, to
the Knowledge of the Shareholders, there is no infringement or violation by any
other person of the Company's or any Subsidiary's rights in any of the
Intangible Rights.

     4.16 Contracts.

          (a) Except as set forth in Section 4.16(a) of the Disclosure Schedule
(or in Sections 4.12(a) through (e), 4.15 or 4.17(a) of the Disclosure
Schedule), and except for agreements between the Company and Buyer or its
affiliates, neither the Company nor any Subsidiary is a party to, or subject to:

               (i) any contract, arrangement or understanding, or series of
related contracts, arrangements or understandings, other than Purchase Orders
(as hereinafter defined), which involves annual expenditures or receipts by the
Company or the applicable Subsidiary of more than $25,000;

               (ii) any Material Personal Property Lease;

               (iii) any lease of real property;

               (iv) any license agreement other than software licenses described
in clause (i) of the first sentence of Section 4.13 hereof;

               (v) any contract, arrangement or understanding not made in the
ordinary course of business and consistent with past practice;

               (vi) any note, bond, indenture, credit facility, mortgage,
security agreement or other instrument or document relating to or evidencing
indebtedness for money borrowed or a security interest or mortgage in the assets
of the Company or any Subsidiary;

               (vii) any warranty, indemnity or guaranty issued by the Company;

               (viii) any contract, arrangement or understanding granting to any
person the right to use any material item of property or property right of the
Company or any Subsidiary;

               (ix) any contract, arrangement or understanding restricting the
right of the Company or any Subsidiary to engage in any business activity or
compete with any business; or

               (x) any outstanding offer or commitment to enter into any
contract or arrangement of the nature described in subsections (i) through (ix)
of this Section 4.16(a).

     For purposes of this Agreement "Purchase Orders" shall mean those purchase
orders of the Company or Subsidiary and other contracts and commitments issued
or entered into by the

                                       22



Company or Subsidiary to or with its suppliers and vendors for the purchase of
goods, products and supplies in the ordinary course of business.

          (b) The Company previously has delivered to Buyer complete and correct
copies of each written contract (and any amendments thereto), listed in Section
4.16(a) or identified in Sections 4.12(a) through (e), 4.15 or 4.17 of the
Disclosure Schedule, and a complete and correct description of each oral
contract of the type described in Sections 4.12, 4.15 or 4.17 to which the
Company and each Subsidiary is a party or bound is contained on Section 4.16(a)
of the Disclosure Schedule. Except as set forth in Section 4.16(b) of the
Disclosure Schedule (and except for the real property leases, which are the
subject of Section 4.12(b) above), (i) each such contract is in full force and
effect; (ii) neither the Company nor, to the Knowledge of the Shareholders, any
other party is in material default under any such contract, and no event has
occurred which constitutes, or with the lapse of time or the giving of notice or
both would constitute, a default by the Company, the applicable Subsidiary or,
to the Knowledge of the Shareholders, by any other party under such contract;
(iii) there are no material disputes or disagreements between the Company, the
applicable Subsidiary and any other party with respect to any such contract; and
(iv) except as set forth in Section 4.16(b) of the Disclosure Schedule, each
other party to each such contract has consented or been given notice, where such
consent or the giving of such notice is necessary, sufficient that such contract
shall remain in full force and effect following the consummation of the
transactions contemplated by this Agreement without any modification in the
rights or obligations of the Company thereunder.

     4.17 Employees.

          (a) The Shareholders previously have delivered to Buyer a list setting
forth (i) the names of all current salaried employees of the Company and each
Subsidiary and their current salary rates and bonuses (if any) paid to them at
any time during the Company's fiscal year 2001 and its current fiscal year to
date, and (ii) the classes of all hourly employees of the Company and each
Subsidiary and their current salary rates by class, and bonuses (if any) paid to
any such hourly employees at any time during the Company's fiscal year 2001 and
its current fiscal year to date. The Company or the applicable Subsidiary has
accrued on its books and records all obligations for salaries, vacations,
benefits and other compensation with respect to its employees and any of its
Former Employees (as hereinafter defined), to the extent required by GAAP,
including, but not limited to, severance, bonuses, incentive and deferred
compensation. Except as disclosed in Section 4.17(a) of the Disclosure Schedule,
and except as may be required under COBRA (as defined below) or similar state
medical benefits continuation law, the Company and the Subsidiaries do not
currently offer, nor have they ever offered, retiree health or insurance
benefits to employees or Former Employees (as hereinafter defined), and the
Company and the Subsidiaries have no liabilities (contingent or otherwise) with
respect thereto. Complete and correct copies of all material written agreements
with or concerning any employee (or any Former Employee), including, without
limitation, union and collective bargaining agreements, and all employment
policies, employee handbooks, and the like, and all amendments and supplements
thereto, have previously been delivered to Buyer, and a list of all such
agreements, handbooks and policies is set forth in Section 4.17(a) of the
Disclosure Schedule. None of the Company's store managers, other than the
Shareholders, has indicated to any Shareholder an intent to terminate his or her
employment other than upon normal retirement age. Except as set forth in Section
4.17(a) of the Disclosure Schedule, since the latest Financial Statement, the

                                       23



Company and the Subsidiaries have not (i) except in the ordinary course of
business and consistent with past practice, increased the salary or other
compensation payable or to become payable to or for the benefit of any of the
employees, (ii) provided any of the employees with any increased security or
tenure of employment, (iii) increased the amounts payable to any of the
employees upon the termination of any such person's employment or (iv) adopted,
increased, augmented or improved benefits granted to or for the benefit of any
of the employees under any Benefit Plan (as hereinafter defined).

          (b) The Company and each Subsidiary have complied at all times in all
material respects with all laws, statutes, rules and regulations applicable with
respect to employees or employment practices in every one of the jurisdictions
in which they operate and/or do business. In particular, the Company and each
Subsidiary have complied at all times in all material respects with all laws and
statutes, and all rules and regulations applicable to and/or aiming at
discriminatory practices (including, without limitation, discrimination based on
race, age or gender), labor standards and working conditions, payment of minimum
wages and overtime rates, worker's compensation, the withholding and payment of
Taxes or any other kind of governmental charge from any kind of compensation, or
otherwise relating to the conduct of employers with respect to employees or
potential employees, and there have been no claims made or, to the Knowledge of
the Shareholders, threatened thereunder against the Company or any Subsidiary
arising out of, relating to or alleging any violation of any of the foregoing,
which claims, if resolved adversely to the Company or the applicable Subsidiary,
would have a Material Adverse Effect. The Company and each Subsidiary have
complied in all material respects with the employment eligibility verification
form requirements under the Immigration and Naturalization Act, as amended
("INA"), in recruiting, hiring, reviewing and documenting prospective employees
for employment eligibility verification purposes and the Company and each
Subsidiary has complied in all material respects with the paperwork provisions
and anti-discrimination provisions of the INA. The Company and each Subsidiary
have obtained and maintained the employee records and I-9 forms in proper order
as required by law. The Company and the Subsidiaries are not currently employing
any workers unauthorized to work. Except as set forth in Section 4.17(b) of the
Disclosure Schedule, there are no material controversies, strikes, work
stoppages, picketing or disputes pending or, to the Knowledge of the
Shareholders, threatened between the Company or any Subsidiary and any employees
or Former Employees (as hereinafter defined); no organizational effort by any
labor union or other collective bargaining unit is pending or, to the Knowledge
of the Shareholders, threatened with respect to any employees; and no consent of
or any other action by or negotiation with any labor union or other collective
bargaining unit is required in connection with or to consummate the transactions
contemplated by this Agreement.

     4.18 Benefit Plans.

          (a) For purposes hereof, the term "Benefit Plan" shall mean each and
every defined benefit and defined contribution plan, employee stock ownership
plan, consulting or employment agreement, executive compensation plan, bonus
plan, incentive compensation plan or arrangement (including SAR Plans), deferred
compensation agreement or arrangement, agreement with respect to temporary
employees, vacation pay, sickness, disability or death benefit plan (whether
provided through insurance, on a funded or unfunded basis or otherwise),
employee stock option or stock purchase plan, severance pay plan, arrangement or
practice,

                                       24



employee relations policy, practice or arrangement, retiree medical or life
insurance benefits, and each other employee benefit plan, program or
arrangement, which at any time in the immediately preceding 7 (seven) fiscal
years (through and including the year ending in January 2003) has been
maintained or contributed to by the Company or any Subsidiary for the benefit of
or relating to any of the employees or to any former employee of the Company or
any Subsidiary ("Former Employee") or his/her dependents, survivors or
beneficiaries, whether written or oral. Section 4.18(a) of the Disclosure
Schedule contains a complete and correct list of all current Benefit Plans.

          (b) Except as set forth on Section 4.18(b) of the Disclosure Schedule,
each Benefit Plan which is an "employee pension benefit plan" (as defined in
Section 3(2) of ERISA), meets in all material respects the requirements of
Section 401(a) of the Code; the trust, if any, forming part of such plan is
exempt from U.S. federal income tax under Section 501(a) of the Code; a
favorable determination letter has been issued by the Internal Revenue Service
(the "IRS") with respect to each plan and trust; and nothing has occurred since
the date of such determination letter that would adversely affect the
qualification of such plan. No Benefit Plan is a "voluntary employees
beneficiary association" (within the meaning of Section 501(c)(9) of the Code)
and there are no current "welfare benefit funds" relating to Employees or Former
Employees within the meaning of Section 419 of the Code other than as set forth
in Section 4.18(b) of the Disclosure Schedule. No event or condition exists
which respect to any Benefit Plan that could subject the Company or any
Subsidiary to any material Tax under Section 4980B of the Code (or under its
predecessor statute, Section 162(k) of the Code). With respect to each Benefit
Plan listed in Section 4.18(a) of the Disclosure Schedule, the Company has
heretofore delivered to Buyer complete and correct copies of the following
documents, where applicable: (i) the most recent annual report (Form 5500
series), together with schedules, as required, filed with the IRS, and any
financial statements and opinions required by Section 103(a)(3) of ERISA, (ii)
the most recent determination letter issued by the IRS, (iii) the most recent
summary plan description and all modifications, as well as all other
descriptions distributed to employees or set forth in any manuals or other
documents, (iv) the text of the Benefit Plan and of any trust, insurance or
annuity contracts maintained in connection therewith, (v) the most recent
independent appraisal in the case of an employee stock ownership plan, and (vi)
the most recent actuarial report, if any, relating to the Benefit Plan.

          (c) Neither the Company nor any corporation or other trade or business
under common control with the Company or any Subsidiary (as determined pursuant
to Section 414(b) or (c) of the Code) (a "Common Control Entity") has ever
maintained or contributed to or in any way directly or indirectly has any
withdrawal liability or other liability (whether contingent or otherwise) with
respect to any "multiemployer plan," within the meaning of Section 3(37) of
ERISA. No event has occurred or condition exists which constitutes grounds for
the Pension Benefit Guaranty Corporation ("PBGC") to terminate any Benefit Plan.
Neither the Company, the Subsidiaries nor any Common Control Entity is a party
to or has any liability under any agreement imposing secondary liability on it
as a seller of the assets of a business in accordance with Section 4204 of ERISA
or under any other provision of Title IV of ERISA or other agreement. None of
the Company, the Subsidiaries or any Common Control Entity has ever maintained
or contributed to any "defined benefit plan" within the meaning of Section 3(35)
of ERISA which plan is subject to Title IV of ERISA or Section 412 of the Code.
All contributions and payments required to be made to or with respect to each
Benefit Plan (including

                                       25



contributions to union-sponsored pension or health and welfare plans) with
respect to the service of employees or other individuals with or related to the
Company or the Subsidiaries prior to the date hereof have been made or have been
accrued for in the Financial Statements to the extent required by GAAP, or, for
periods after the most recent of the Financial Statements and through the
Closing Date, will be accrued in the books and records of the Company or the
applicable Subsidiary to the extent required by GAAP, and will be accrued and
reflected as liabilities on the Closing Balance Sheet to the extent required by
GAAP and, except to the extent so accrued, the Company and the Subsidiaries
shall have no liability to or with respect to any Benefit Plan relating to such
prior period.

     Except as set forth in Section 4.18(c) of the Disclosure Schedule, the
Company and the Subsidiaries do not provide, nor do they have any obligation to
provide, post-retirement medical, life insurance or other benefits to employees
or Former Employees or their survivors, dependents and beneficiaries, except as
may be required by the Consolidated Omnibus Budget Reconciliation Act of 1986
("COBRA") or similar state medical temporary benefits continuation law. Except
as set forth in Section 4.18(c) of the Disclosure Schedule or as expressly
provided in this Agreement, the Company and the Subsidiaries will not incur any
liability under any severance agreement, deferred compensation agreement, SAR
Plan, employment agreement or other compensation agreement as a result of the
consummation of the transactions contemplated by this Agreement, nor will the
terms or the Company's or any Subsidiary's liability or obligations under any
such agreement be altered or increased as a result of such transactions.

          (d) Except as set forth in Section 4.18(d) of the Disclosure Schedule:
none of the Benefit Plans has been subject to a "reportable event," within the
meaning of Section 4043 of ERISA (whether or not waived); there have been no
"prohibited transactions", within the meaning of Section 4975 of the Code or
Part 4 of Subtitle B of Title I of ERISA; there have been no breaches of
fiduciary responsibility within the meaning of Part 4 of Subtitle B of Title I
of ERISA; and no Benefit Plan is subject to Section 412 of the Code and no event
or set of conditions exist which could subject the Company to any material Tax
under Section 4971 of the Code or a lien under Section 412(n) of the Code.

          (e) Each Benefit Plan has been administered to date in all material
respects in accordance with the applicable provisions of ERISA, the Code and
applicable law and with the terms and provisions of all documents, contracts or
agreements pursuant to which such Benefit Plan is maintained. Except as set
forth in Section 4.18(e) of the Disclosure Schedule, all reports and information
required to be filed with the Department of Labor, the IRS, the PBGC or plan
participants or beneficiaries with respect to any Benefit Plan have been timely
filed; there is no dispute, arbitration, claim, suit or grievance pending or to
the Knowledge of the Shareholders, threatened, involving a Benefit Plan (other
than routine claims for benefits). None of the Benefit Plans nor any fiduciary
thereof has been the direct or indirect subject of an order or investigation or
examination by a governmental or quasi-governmental agency and there are no
matters pending before the IRS, the Department of Labor, the PBGC or any other
domestic or foreign governmental agency with respect to a Benefit Plan. There
have been no claims, or notice of claims, filed under any fiduciary liability
insurance policy covering any Benefit Plan. Except as set forth in Section
4.18(e) of the Disclosure Schedule, the Company will incur no liability or
obligation to make any "parachute payment" (as that term is defined in Section
280G(b)(2) of the Code) to any of the employees prior to the Closing or in
connection with the transactions

                                       26



contemplated hereby. No event or set of conditions exists which would subject
the Company or any Subsidiary to any material Tax under Sections 4972, 4974-76,
4979, 4980, 4999 or 5000 of the Code.

     4.19 Compliance with Applicable Law. Except as set forth in Section 4.19 of
the Disclosure Schedule, the Company and the Subsidiaries have complied in all
material respects with all applicable foreign or domestic laws and statutes and
all ordinances, codes, rules, regulations, judgments, orders, injunctions, writs
or decrees of any Federal, state, local or foreign court or any governmental
body or agency thereof to which the Company or any Subsidiary is subject or
which are applicable to the operations, businesses or assets of the Company or
any Subsidiary. None of the Company, the Subsidiaries, or the Shareholders has
received any notice alleging any such violation, nor do the Shareholders have
any Knowledge of any inquiry, investigation or proceeding relating thereto.

     4.20 Ability to Conduct the Business. Except as disclosed in Section
4.16(a) or Section 4.20 of the Disclosure Schedule, there is no agreement,
arrangement or understanding, nor any judgment, order, writ, injunction or
decree of any court or any governmental body or agency thereof that could
prevent the use by the Company or any Subsidiary of any of their material
properties and assets or the conduct by the Company or any Subsidiary of their
businesses in any material respect.

     4.21 Material Suppliers. Section 4.21 of the Disclosure Schedule sets forth
a complete and correct list of all material supply contracts, arrangements and
understandings (other than Purchase Orders (as defined in Section 4.16(a) and
agreements between the Company and Buyer or Buyer's affiliates) currently in
existence between the Company or any Subsidiary and any supplier of merchandise
to the Company or the applicable Subsidiary wherein the aggregate volume of
purchases from such supplier by the Company and the Subsidiaries in any year
exceeds or can be expected to exceed $500,000.

     4.22 Inventories. Except for inventory which has been written down on the
books of the Company or a Subsidiary to its net realizable value, and except as
set forth in Section 4.22 of the Disclosure Schedule, the merchandise inventory
of the Company (the "Inventory") is of merchantable and salable quality and is
not damaged or beyond its applicable date code. The quantities of Inventory on
hand are such that they can reasonably be expected (on the basis of the
Company's past experience) to be sold within the time period remaining prior to
the expiration of their applicable date codes. The Company's inventory is valued
on the basis of the lower of cost (determined on a LIFO basis) to the Company or
the applicable Subsidiary or fair market value, in the manner described in the
Financials Statements, and is fairly reflected in the Financial Statements and
in the books and records of the Company.

     4.23 Accounts Receivable. Except as disclosed in Section 4.23 of the
Disclosure Schedule and except for accounts receivable due from Buyer or its
affiliates, all accounts receivable of the Company and each Subsidiary,
including, but not limited to all coupon receivables (i) arose from bona fide
sales of goods or services or payments related to the same (such as advertising
coop or coupon redemption payments) in the ordinary course of business and
consistent with past practice, (ii) are owned by the Company or the applicable
Subsidiary free and clear of any Encumbrances, (iii) are fairly reflected on the
Financial Statements or, with

                                       27



respect to accounts receivable of the Company or the applicable Subsidiary
created after the date thereof and through the Closing Date, are and will be
fairly reflected in the books and records of the Company or the applicable
Subsidiary, and (iv) can reasonably be expected to be collected (based on the
Company's past experience), without resorting to litigation and without offset
or counterclaim (net of the allowance for doubtful accounts reflected in the
Financial Statements) in full within one hundred twenty (120) days of the
Closing Date.

     4.24 Insurance. Section 4.24 of the Disclosure Schedule is a complete and
correct list of all insurance (including, without limitation, worker's
compensation insurance) policies carried by, or covering, the Company and each
Subsidiary with respect to their businesses or employees. Complete and correct
copies of each such policy have previously been delivered to Buyer. All such
policies are in full force and effect, and no notice of cancellation has been
given with respect to any such policy. All premiums due thereon have been paid
in a timely manner.

     4.25 Bank Accounts; Powers of Attorney. Section 4.25 of the Disclosure
Schedule sets forth a complete and correct list showing: all banks in which the
Company and each Subsidiary maintains a bank account or safe deposit box
(collectively, "Bank Accounts"), together with, as to each such Bank Account,
the account number, the names of all signatories thereof, and the authorized
powers of each such signatory and, with respect to each such safe deposit box,
the number thereof and the names of all persons having access thereto, and the
names of all persons holding powers of attorney from the Company and each
Subsidiary and a summary statement of the terms thereof.

     4.26 Minute Books and Stock Records. Except as set forth in Section 4.26 of
the Disclosure Schedule, the minute books, stock certificate books and stock
ledgers of the Company and each Subsidiary are complete and correct in all
material respects and fairly reflect all transactions in shares of the Company's
or the applicable Subsidiary's capital stock. The minute books of the Company
and each Subsidiary contain accurate and complete records of all meetings or
written consents to action of the Board of Directors and shareholders of the
Company or the applicable Subsidiary and accurately reflect all material
corporate actions of the Company and the applicable Subsidiary which are
required by law to be passed upon by the Board of Directors (and all committees
thereof) or shareholders of the Company or the applicable Subsidiary

     4.27 Books and Records. Except as set forth in Section 4.27 of the
Disclosure Schedule, all of the records, data, information, databases, systems
and controls maintained, operated or used by the Company or the Subsidiaries in
connection with the conduct or administration of their businesses (including all
means of access thereto and therefrom) are located on the premises of the
Company's principal place of business or have been delivered to Buyer and are
under the exclusive ownership and direct control of the Company or the
applicable Subsidiary

     4.28 Transactions with Related Parties. Section 4.28 of the Disclosure
Schedule contains an accurate and complete list and description of all
agreements, arrangements and understandings relating to the provision of
services, use or transfer or property or assets, or outstanding indebtedness
which are currently in effect between the Company or the Subsidiaries and any of
the following (each, a "Related Party"): (i) each person who is now or at the
time in

                                       28



question was a shareholder, director or officer of the Company or any
Subsidiary; (ii) the spouses, children, grandchildren, siblings, parents,
grandparents, uncles, aunts, nieces, nephews or first cousins of any person
described in (i) (collectively, "near relatives"); (iii) any trust for the
benefit of any person described in (i) or any of their respective near
relatives; and (iv) any corporation, partnership, joint venture or other entity
owned or controlled by any person described in (i) or any of their respective
near relatives. Except as set forth in Section 4.28 of the Disclosure Schedule,
on the Closing Date there will be no outstanding indebtedness, liability or
obligation owed by the Company to the Shareholders, of any nature, with the
exception of accrued wages, salaries and related employee benefits due in the
ordinary course of business to those Shareholders who are also employees, for
services performed on or prior to the Closing Date.

     4.29 Environmental Matters. Subject to subsection (e) of this Section 4.29:

          (a) No Hazardous Substances. Except as set forth in Section 4.29(a) of
the Disclosure Schedule, and except for Hazardous Substances (as hereinafter
defined in Section 4.29(c)) generated, stored, treated, manufactured, refined,
handled, produced, disposed of or used by the Company or the Subsidiaries in the
ordinary course of their businesses, in compliance with the requirements of
currently applicable laws, rules and regulations or otherwise in a manner which
would not give rise to any liabilities or obligations under such laws, rules and
regulations (i) there are no Hazardous Substances in, on or under any of the
Real Property (as hereinafter defined in Section 4.29(d)); (ii) none of such
Real Property has been designated, restricted or investigated by any
governmental authority as a result of the actual or suspected presence,
spillage, leakage, discharge or other emission of Hazardous Substances; (iii) no
Hazardous Substances have been generated, used, stored, treated, manufactured,
refined, handled, produced or disposed of in, on or under, and no Hazardous
Substances have been transported, released or disposed of at, from or to, any of
such Real Property by the Company or any Subsidiary or by any persons or agents
operating under the control, direction and supervision of the Company or any
Subsidiary, including, without limitation, all employees, agents and contractors
of the Company or any Subsidiary; and (iv) the Company and the Subsidiaries have
not received any written or oral governmental notice, order, inquiry,
investigation, environmental audit or assessment or any lien, encumbrance,
decree, easement, covenant, restriction, servitude or proceeding concerning, or
arising by reason of, the actual or suspected presence, spillage, leakage,
discharge, disposal or other emission of any Hazardous Substance in, on, under,
around, about or in the vicinity of, or the transportation of any Hazardous
Substance at, from or to, any of such Real Property. Section 4.29(a) of the
Disclosure Schedule and any reports listed thereon describe the status of all
tanks, impoundments, vessels or other containers used for the storage of
Hazardous Substances on or below the surface of any Real Property.

          (b) Compliance with Environmental Laws. Neither the Company, the
Subsidiaries nor any Real Property are in material violation of, or subject to
any material liabilities as a result of any past or current violations of, any
existing federal, state or local law (including common law), statute, ordinance,
rule or regulation of any federal, state or local governmental authority
relating to occupational health and safety or relating to pollution or
protection of the environment, including, without limitation, statutes, laws,
ordinances, rules and regulations relating to the emission, generation,
discharge, spillage, leakage, storage, off-site dumping, release or threatened
release of Hazardous Substances into ambient air, surface water,

                                       29



ground water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Substances (collectively, "Environmental Laws"), and no material
expenditures are required in connection with the operation of the Company's or
the Subsidiaries' businesses as currently conducted or as proposed to be
conducted in order to comply with any such Environmental Laws. Except as
disclosed in Section 4.29(b) of the Disclosure Schedule, the Company, the
Subsidiaries and the Real Property have in all material respects passed all
inspections conducted by applicable governmental authorities and regulatory
bodies in connection with the matters described in the preceding sentence. All
cleanup, removal and other remediation activities carried out by the Company or
the Subsidiaries or by agents of the Company or the Subsidiaries at the Real
Property have been conducted in material compliance with all applicable
Environmental Laws, and there is no basis for liability on the part of the
Company or any Subsidiary as a result of such activities.

          (c) Definition of "Hazardous Substances". For purposes of this
Agreement, the term "Hazardous Substance" shall mean any product, substance,
chemical, contaminant, pollutant, effluent, waste or other material whose
presence, nature, quantity and/or concentration, use, manufacture, disposal,
transportation, emission, discharge, spill, release or effect, either by itself
or in combination with other materials located on any of the Real Property, is
either: (i) regulated or monitored by any governmental authority or (ii) defined
or listed in, or otherwise classified pursuant to, any statute, law, ordinance,
rule or regulation applicable to the Real Property as "hazardous substances,"
"hazardous materials," "hazardous wastes," "infectious wastes" or "toxic
substances". Hazardous Substances shall include, but not be limited to, (i)(A)
any "hazardous substance" as defined in the Comprehensive Environmental
Response, Compensation and Liability Act, (B) any "regulated substance" as
defined in the Solid Waste Disposal Act or (C) any substance subject to
regulation pursuant to the Toxic Substances Control Act, as such laws are now in
effect or may be amended through the Closing Date and any rule, regulation or
administrative or judicial policy statement, guideline, order or decision under
such laws, (ii) petroleum and refined petroleum products, (iii) asbestos and
asbestos-containing products, (iv) flammable explosives, (v) radioactive
materials, (vi) radon and (vii) any other substance that is regulated or
classified as hazardous or toxic under any federal, state or local law, statute,
ordinance, rule or regulation.

          (d) Definition of "Real Property". For purposes of this Section 4.29,
the term "Real Property" shall be deemed to include all Real Property (as
defined in Section 4.12(c)) at which the operations of the Company or any
Subsidiary are currently conducted, together with all other locations (whether
leased or owned by the Company or the applicable Subsidiary) at which the
operations of the Company or any Subsidiary have previously been conducted (to
the extent that any prior activities of the Company, the Subsidiary or their
predecessors in interest give rise to any liabilities, claims or obligations
(including, without limitation, any obligations to investigate, cleanup or
remediate) with respect to the matters described in this Section 4.29).

          (e) Notwithstanding any provision of this Section 4.29, no
environmental condition, circumstances, contamination, violation or
non-compliance (each a "Condition") on any Buyer-Leased Real Property will be
deemed to constitute a violation or breach of this Section 4.29 if and to the
extent that the same existed as of the date on which the Company's occupancy of
such Real Property commenced, provided that the Company has not, during its
occupancy of such Real Property, contributed in any material respect to such
Condition. The

                                       30



foregoing is not intended to relieve the Shareholders from liability hereunder
for any breach or violation of this Section 4.29 that is attributable to
violations of or non-compliance with Environmental Laws by the Company; provided
that for this purpose the mere continuation of an existing Condition which
constitutes such a violation or non-compliance will not deemed to constitute a
violation or non-compliance by the Company, if the Company did not contribute in
any material respect to such Condition.

     4.30 Disclosure. The disclosure of any matter in any schedule to this
Agreement shall be deemed to be a disclosure for all purposes of this Agreement
to which such matter could reasonably be expected to be pertinent.

     4.31 Reliance. The representations and warranties of the Shareholders made
in this Agreement are made by such Shareholders with the knowledge and
expectation that Buyer is placing reliance thereon in entering into, and
performing its obligations under, this Agreement, and the same shall not be
affected or deemed waived in any respect whatsoever by reason of any
investigation heretofore or hereafter conducted or knowledge gained by or on
behalf of Buyer (including, without limitation, by any of its advisors,
consultants or representatives and any information contained in any Phase I or
Phase II or other environmental audit or investigation procured by or on behalf
of Buyer or otherwise) prior to the Closing, whether in contemplation of this
Agreement or otherwise, or by reason of the fact that Buyer or any of such
advisors, consultants or representatives knew or should have known that any such
representation or warranty is or might be inaccurate, or that any covenant or
undertaking has been or might have been breached, at or prior to the Closing,
and no claims by Buyer with respect thereto shall be waived or otherwise
affected as a result of such knowledge on the part of Buyer (or any of its
advisors, consultants or representatives) and none of the Shareholders shall
raise any such matter as a defense to any claim by Buyer for indemnification
hereunder, provided that such representations and warranties shall be qualified
to the extent set forth in the Disclosure Schedule.

     4.32 No Other Representations and Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE IV (AS QUALIFIED BY THE
DISCLOSURE SCHEDULE), THE SHAREHOLDERS MAKE NO EXPRESS OR IMPLIED REPRESENTATION
OR WARRANTY AND THE SHAREHOLDERS HEREBY DISCLAIM ANY SUCH REPRESENTATION OR
WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

                                    ARTICLE V
                     Representations and Warranties of Buyer

     Buyer makes the representations and warranties set forth in this Article V,
each of which is true and correct as of the date hereof and will be true as of
the Closing Date:

     5.1 Corporate Organization. Buyer is a corporation duly organized and
validly existing under the laws of the State of Wisconsin. Buyer is current in
all filings necessary to maintain its corporate existence under Wisconsin law
and no proceedings have been filed or are

                                       31



pending for its dissolution or winding up. Buyer has all requisite corporate
power and authority to own, lease and operate the properties and assets it now
owns, leases or operates and to carry on its business as presently conducted or
presently proposed to be conducted.

     5.2 Authorization. Buyer has full corporate power and authority to execute,
deliver and perform this Agreement. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
approved by the Board of Directors of Buyer, and no other corporate action on
the part of Buyer is necessary to approve and authorize the execution and
delivery of this Agreement by Buyer or the consummation of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by
Buyer and constitutes the valid and binding agreement of Buyer enforceable in
accordance with its terms, except that the enforceability of this Agreement is
subject to bankruptcy, insolvency, reorganization and similar laws of general
applicability relating to or affecting creditors' rights and limitations on the
availability of the remedy of specific performance and other equitable remedies.

     5.3 Consents and Approvals; No Violations. Except as set forth in Section
5.3 of the Disclosure Schedule, the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not: (i) violate
or conflict with any provision of the charter documents of Buyer, (ii) breach,
violate or constitute an event of default (or an event which with the lapse of
time or the giving of notice or both would constitute an event of default)
under, give rise to any right of termination, cancellation, modification,
acceleration or foreclosure under, or require any consent or the giving of any
notice under, any note, bond, indenture, mortgage, security agreement, lease,
license, franchise, permit, agreement or other instrument or obligation to which
Buyer is a party, or by which Buyer or any of its properties or assets may be
bound, or result in the creation of any Encumbrance or other right of any third
party of any kind whatsoever upon the properties or assets of Buyer pursuant to
the terms of any such instrument or obligation, (iii) violate or conflict with
any law, statute, ordinance, code, rule, regulation, judgment, order, writ,
injunction, decree or other instrument of any court or governmental or
regulatory body, administration, agency or authority applicable to Buyer or by
which any of its properties or assets may be bound or (iv) require any filing by
Buyer with, or any permit, license, exemption, consent, authorization or
approval of, or the giving of any notice by Buyer to, any governmental or
regulatory body, agency or authority.

     5.4 Investment/Operational Intent.

          (a) Buyer has sufficient knowledge and experience in financial and
business matters to enable it to evaluate the merits of the transactions
contemplated by this Agreement.

          (b) Buyer has been given access to information regarding the Company
and has been given the opportunity to ask questions of and receive answers from
the officers of the Company concerning the present and proposed activities of
the Company and to obtain the information which Buyer deems necessary or
advisable in order to evaluate the merits and risks of the transactions
contemplated by this Agreement.

                                       32



          (c) Buyer is acquiring the Company for its own account, for investment
or operational purposes, and not with a view to resale or for distributions of
all or any portions of the Subject Shares.

     5.5 Availability of Funds; Solvency. Buyer has cash available or has
existing borrowing facilities which together are sufficient to enable it to
consummate the transactions contemplated by this Agreement. The financing
required to consummate this Agreement is referred to as the "Financing." Buyer
has no reason to believe that any of the conditions to the Financing will not be
satisfied or that the Financing will not be available on a timely basis for the
consummation of the transactions contemplated by this Agreement. Upon the
consummation of the transactions contemplated by this Agreement, the Buyer and
the Company will each be solvent, be able to meet their debts as they become due
and have assets in excess of liabilities. The Purchase Price is not a dividend
or other transfer from the Company or account of the Company's capital stock.

     5.6 No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES CONTAINED IN THIS ARTICLE V, THE BUYER MAKES ANY EXPRESS OR
IMPLIED REPRESENTATION OR WARRANTY AND THE BUYER HEREBY DISCLAIMS ANY SUCH
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.

                                   ARTICLE VI
                                    Covenants

     6.1 Conduct of the Business of the Company. The Shareholders covenant and
agree with Buyer that, between the date hereof and the Closing Date (except as
otherwise agreed in writing by Buyer, including transactions and other matters
specifically authorized by this Agreement):

          (a) the business of the Company and each Subsidiary will be conducted
diligently and only in the ordinary course consistent with past practice,
including, without limitation, the payment of any Indebtedness (as defined in
Section 2.1), the collection of receivables, purchase of inventory, cash
management, provision of services, payment of payables and incurrence of and
payment or financing of capital expenditures;

          (b) no change will be made in the Articles of Incorporation or
By-Laws, or other charter documents of the Company or any Subsidiary;

          (c) the Shareholders and the Company shall use their commercially
reasonable efforts to preserve the assets, business and goodwill of the Company
and each Subsidiary, to keep available the services of the present employees of
the Company and each Subsidiary and to preserve the goodwill of the Company's
and each Subsidiary's customers, suppliers and others having business
relationships with the Company and the Subsidiaries, provided that the Company
and the Subsidiaries shall not be authorized (without the prior written consent
of Buyer) to make any commitment on behalf of Buyer;

                                       33



          (d) the Company and the Subsidiaries shall not announce or institute
any increase in the salary, commission or other compensation (including bonus)
rates payable or to become payable by the Company or any Subsidiary to any
employee or agent of the Company or any Subsidiary, or, except as set forth in
Section 4.17(a) of the Disclosure Schedule, approve, adopt, amend or modify any
Benefit Plan or similar plan, agreement or arrangement, except pursuant to the
terms of any contract or agreement to which the Company or the Subsidiaries are
a party and which is listed in any section of the Disclosure Schedule, or
pursuant to existing policies and practices of the Company and the Subsidiaries
as described in Section 6.1(d) of the Disclosure Schedule;

          (e) the Company and the Subsidiaries shall not enter into any contract
or commitment, or series of related contracts or commitments (except for
Purchase Orders), unless such contract or commitment, or series of related
contracts or commitments, (i) arises in the ordinary course of business, and
(ii) involves expenditures or revenues of less than $20,000 in the aggregate;

          (f) the Shareholders shall promptly advise Buyer in writing of the
commencement or threat of any suit, proceeding or investigation against,
relating to or involving the Company or any Subsidiary or which could otherwise
affect the assets or the business of the Company or any Subsidiary, whether or
not covered by insurance;

          (g) the Shareholders shall promptly advise Buyer in writing of (i) any
material adverse change in the assets, liabilities, financial condition,
business, operations or prospects of the Company or any Subsidiary and (ii) any
event, condition or state of facts which will or may result in the failure to
satisfy any of the conditions in Article VIII hereof;

          (h) the Company shall not create or permit to become effective any
Encumbrance on the assets, tangible or intangible, of the Company or any
Subsidiary, except in the ordinary course of business consistent with past
practice;

          (i) the Company and the Subsidiaries shall maintain their current
liability, casualty, property and other insurance coverages in full force and
effect without reduction in coverage;

          (j) the Company and the Subsidiaries shall not issue any additional
shares of capital stock or other equity interests or any options, warrants or
other rights to purchase, or securities convertible into or exchangeable for,
shares of capital stock of the Company or other equity interests or any
Subsidiary;

          (k) except as contemplated by Section 2.7, the Company and the
Subsidiaries shall not declare or pay any dividends on or make any other
distributions (however characterized) in respect of shares of their capital
stock;

          (l) the Company and the Subsidiaries shall not repurchase or redeem
any shares of their capital stock;

                                       34



          (m) the Company and the Subsidiaries shall not organize any new
subsidiary, acquire any capital stock or other equity security of any
corporation or acquire any equity or other ownership interest in any business;

          (n) the Company and the Subsidiaries shall not make any change in the
accounting principles or practices reflected in the Financial Statements or in
their methods of applying such principles or practices;

          (o) the Company and the Subsidiaries shall not incur any indebtedness,
liability or obligation (whether absolute, contingent or otherwise), except in
the ordinary course of business and consistent with past practice and not in any
event consisting of indebtedness for borrowed money (other than advances under
existing credit facilities in the ordinary course of business and consistent
with past practice), or guarantee, or act as surety, indemnitor, co-signer or
accommodation party for, any indebtedness, liability or obligation of any third
party, except for liability due to endorsement of checks in the normal course of
collection;

          (p) the Company and the Subsidiaries shall not make any capital
expenditure or commitment in excess of $20,000.00 or make aggregate capital
expenditures or commitments in excess of $50,000.00;

          (q) except as set forth on Section 6.1(q) of the Disclosure Schedule,
the Company and the Subsidiaries shall not cancel any debts or waive any claims
or rights of value;

          (r) the Company and the Subsidiaries shall not sell, transfer or
otherwise dispose of any of their material properties or assets (real, personal
or mixed, tangible or intangible) except in the ordinary course of business and
consistent with past practices;

          (s) the Company and the Subsidiaries shall not dispose of or permit to
lapse any right to the use of any patent, trademark or copyright (or application
therefor), trade name, service mark or brand name or permit to lapse any
material license, service mark or brand name permit or form of authorization, or
dispose of or disclose to any person any trade secret, formula, process or
know-how not theretofore a matter of public knowledge;

          (t) the Company and the Subsidiaries shall not pay, loan or advance
any amount to, or sell, transfer or lease any properties or assets to, or enter
into any agreement or arrangement with, any Related Party, except for directors'
fees and compensation and expense advances and reimbursements to officers and
employees, in each case in the ordinary course of business and consistent with
past practices;

          (u) the Company and the Subsidiaries shall not enter into any lease
(as lessor or lessee) of real property or enter into any contract, arrangement,
license or lease of personal property;

          (v) the Company and the Subsidiaries shall not change any of their
current banking relationships;

          (w) the Company and the Subsidiaries shall not terminate, amend or
fail to perform any obligation under any material contract, lease, commitment or
license;

                                       35



          (x) the Company and the Subsidiaries shall comply in all material
respects with all laws applicable to them and their properties, operations,
business and employees and shall file all required tax returns and other reports
required by any governmental agency or authority;

          (y) neither the Company nor any of its Subsidiaries shall engage in
any activity which would accelerate or delay the collection of the accounts or
notes receivable of the Company or any of its Subsidiaries, accelerate or delay
the payment of the accounts payable of the Company or any of its Subsidiaries,
or reduce or otherwise restrict the amount of the inventory (including raw
material, packaging, work-in-process, or finished goods) of the Company or any
of its Subsidiaries on hand, in each case, other than in the ordinary course of
the conduct of the Company's business;

          (z) except as specifically authorized by Section 2.7 of this
Agreement, neither the Company nor any of its Subsidiaries shall forgive, cancel
or waive any rights or any debts or other material obligations owed to the
Company or any of its Subsidiaries, except in the ordinary course of business
consistent with past practice in respect of (A) receivables owed by customers of
the Company or its Subsidiaries arising from the sale of goods sold by the
Company or its Subsidiaries to such customers in the ordinary course of
business, and (B) the cancellation or forgiveness of amounts due from employees
relating to advances, reimbursements and similar arrangements, the aggregate
amount of which does not exceed $150,000; and

          (aa) the Company and the Subsidiaries shall not enter into any
agreement or commitment to take any action prohibited under this Section 6.1.

     6.2 Access to Personnel, Properties, Books and Records. From the date
hereof until the Closing Date, the Shareholders will, and will cause the Company
to, cooperate fully with Buyer in Buyer's investigation of the business, assets
and liabilities of the Company and each Subsidiary. Without limiting the
generality of the foregoing, the Shareholders will allow the employees,
attorneys, accountants, and other representatives of Buyer to meet with the
management of the Company and each Subsidiary and their representatives, to have
full and complete access to the books, records, properties, financial
statements, environmental records, and other documents and materials relating to
the Company's and the Subsidiaries' operations (including the right to make
extracts therefrom or copies thereof); provided that Buyer will endeavor to
conduct its examination at a location away from the Company's premises to the
extent it is practical to do so, and, with respect to its investigation of said
premises, such investigation will occur at such times and in such a manner as
the Shareholders reasonably determine to be appropriate to protect the
confidentiality of the transactions contemplated by this Agreement and avoid
unreasonable disruption of the Company's business operations. The information
furnished by the Company or the Shareholders or their representatives to Buyer
or its representatives pursuant to this Section 6.2 shall be subject to the
provisions of the Confidentiality Agreement among the parties hereto dated June
25, 2002.

     6.3 Efforts. Subject to the terms and conditions herein provided, each of
the parties hereto agrees that it shall use its commercially reasonable efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable to fulfill the

                                       36



conditions to the parties' obligations hereunder and to consummate and make
effective the transactions contemplated by this Agreement.

     6.4 Further Assurances. The Shareholders shall, at any time and from time
to time from and after the Closing Date, upon the request and at the expense of
Buyer but without further consideration, perform, execute, acknowledge, deliver
and file, or cause to be performed, executed, acknowledged, delivered and filed,
all such further acts, deeds, transfers, conveyances, assignments or assurances
as Buyer may reasonably request in order to ensure that Buyer is vested with
complete beneficial ownership and control of the Subject Shares.

     6.5 Transfer Taxes. The Shareholders shall be responsible for, and shall
pay or reimburse promptly when and if due, all applicable sales, transfer,
excise, use, documentary stamps or any other similar taxes which may be imposed
in any jurisdiction, or by any authority, in connection with or arising from the
sale of the Subject Shares to Buyer. The Shareholders shall prepare and file all
appropriate sales, transfer, excise, use, documentary stamps and other tax
returns and other documents and shall make timely payment of any sales,
transfer, excise, use and other taxes due in any jurisdiction in connection with
the transactions contemplated hereunder.

     6.6 Section 338(h)(10) Election. Shareholders and Buyer shall make an
election under Section 338(h)(10) of the Internal Revenue Code of 1986, as
amended, with respect to the sale and purchase of the Subject Shares, and shall
make analogous elections under applicable state law provisions (the "338
Election"). The parties shall jointly prepare IRS Forms 8023, 8594 and such
other forms and schedules as are necessary in connection with the 338 Election
and otherwise take such action as may be required in order to perfect the 338
Election. In connection therewith, the Shareholders and Buyer agree that the
Purchase Price and the liabilities of the Company (plus other relevant items)
will be allocated among the assets of the Company for all purposes (including
tax and financial accounting purposes) in the manner set forth on Exhibit F
attached hereto. Buyer, the Company and the Shareholders shall file all tax
returns and information reports in a manner consistent with such values.

     6.7 Badger Limited Assortment LLC. On or before the Closing Date, the
Shareholders shall cause the Company to distribute to the Shareholders all of
the membership interests of the Company's subsidiary, Badger Limited Assortment
LLC. The Shareholders shall be solely responsible for, and shall indemnify and
hold Buyer and the Company harmless from and against, any and all costs and
expenses (including, but not limited to attorney's fees) and any and all income,
transfer or other taxes incurred by the Company in connection with or as a
result of such distribution.

     6.8 Stock Appreciation Rights. Prior to the Closing Date, the Shareholders
shall cause the Company to pay to all of the participants in the Company's
Performance Share Plan and any other SAR Plans of the Company all amounts due to
such participants under such plans (including any amounts due as a result of the
transactions contemplated by this Agreement) (the "SAR Amount"). The Company may
borrow funds as necessary to pay out the SAR Amount, provided that any amounts
so borrowed shall be included in the Closing Indebtedness Amount. Upon a
participant's receipt of its applicable portion of the SAR Amount, all of the
participant's rights under the SAR Plans shall be canceled and the participant
shall release the Company and

                                       37



Buyer of any and all rights he or she had or may have had under the SAR Plans,
and the Shareholders shall obtain and deliver to the Buyer at the Closing
appropriate written releases from SAR Plan participants to that effect, in form
and substance reasonably acceptable to Buyer and its counsel. The Shareholders
shall take all action necessary to terminate all SAR Plans, as of the day before
the Closing Date, and ensure that, following the Closing Date, no participant in
the SAR Plans shall have any right thereunder to any payment from the Company or
to acquire equity securities of the Company.

     6.9 Agreement Regarding Income Taxes and Income Tax Returns.

          (a) The Shareholders' Agents shall prepare and timely file or cause to
be prepared and timely filed with the appropriate taxing authority all Income
Tax Returns required to be filed on behalf of the Company and each of the
Subsidiaries for all taxable years, or short periods containing less than 12
months ("Short Periods"), ending on or prior to the Closing Date which are filed
after the Closing Date. "Income Tax Returns" shall mean all Tax Returns with
respect to Income Taxes. For purposes of this Section 6.9 "Income Taxes" shall
mean all Taxes based on income determined under provisions of the Code and
foreign, state and other Taxes based upon income or gross receipts, in each case
for which the Company has no potential liability, whether primary, secondary or
contingent. "Tax Returns" shall mean all returns, declarations, reports and
information returns and statements of any person required to be filed or sent by
or with respect to it in respect to any Taxes. The Shareholders' Agents shall
permit Buyer to review and comment on each such Income Tax Return prior to
filing. To the extent permitted by applicable law, the Shareholders shall
include any income gain, loss, deduction or other tax items for such periods on
their personal Income Tax Returns in a manner consistent with the Schedule K-1s
prepared by the Shareholders' Agents for such periods.

          (b) The parties shall cooperate in connection with the filing of all
Tax Returns covering any period ending on or prior to the Closing Date. The
Shareholders and Buyer shall not destroy or permit the destruction of any books,
records or files pertaining to or used in preparing any such Income Tax Return
as long as the statute of limitations or any other statutory requirement to
preserve said books, records or files and any extensions thereof, as extended by
the parties, has not expired, and shall comply with all reasonable requests
regarding production of or access to documents or files, and to use reasonable
efforts to make personnel available for depositions, interviews or testimony
upon reasonable notice at reasonable times, provided that the same do not
interfere in any material respect with the time required for such person's
performance of his or her duties to the Company.

          (c) With respect to S-corporation taxes payable by the Shareholders,
the Shareholders shall have the right to pursue, contest, appeal and settle, at
their own expense, any adjustments to income or deductions or other items of the
Company or any claims or assessments made against the Company by any taxing
authority for taxable years or Short Periods ending on or prior to the Closing
Date and the Buyer shall cause the Company to cooperate with the Shareholders
and shall not cause the Company to take any action with respect to any Income
Tax Return filed for these periods without the Shareholders' Agents' prior to
written consent, and shall comply with all reasonable requests regarding
production of or access to documents or files and to make personnel available
for depositions, interviews or testimony, upon reasonable notice at reasonable
times, provided that the same do not interfere in any material respect with the
time

                                       38



required for such person's performance of his or her duties to the Company. The
Shareholders' Agents shall keep the Buyer reasonably informed as to any claims
or assessments and the management thereof.

     6.10 Termination of Home Ownership Program and S.M.A.R.T. Scholarship
Program. Prior to the Closing Date, the Shareholders shall cause the Company to
pay to all of the participants in the Company's Home Ownership Program and
S.M.A.R.T. Scholarship Program (the "Programs") all amounts due to such
participants under such Programs (the "Program Amounts"), such that all
obligations of the Company thereunder are discharged in full. The Company may
borrow funds as necessary to pay out the Program Amounts, provided that any
amounts so borrowed shall be included in the Closing Indebtedness Amount. The
Shareholders shall take all action necessary to terminate all Programs, prior to
the Closing Date, and ensure that, following the Closing Date, no participant in
the Programs shall have any right or claim against the Company thereunder,
including any right to any payment from the Company or to acquire any equity
interest in the Company.

     6.11 Estoppels and SNDA's. The Shareholders will, and will cause the
Company to, use commercially reasonable efforts to assist the Buyer in obtaining
the Landlord Estoppel Certificates and SNDA's called for by Sections 7.9 and
7.11, respectively, and in obtaining estoppel certificates, in such form as
Buyer may reasonably determine to be appropriate, from sublessees of the Leased
Real Property.

     6.12 Repayment of Bank Debt. Simultaneously with the Closing, Buyer will
cause to be repaid in full all of that portion of the Closing Indebtedness
Amount that is owed to Bank One.

                                  ARTICLE VII
                     Conditions to the Obligations of Buyer

     The obligations of Buyer to consummate the transactions contemplated
hereunder shall be subject to the satisfaction of each of the following
conditions at or prior to the Closing, unless waived by Buyer in writing:

     7.1 Representations and Warranties True. All of the representations and
warranties of the Shareholders contained in this Agreement (as qualified by the
Disclosure Schedule hereto) shall be true and correct in all material respects
on the Closing Date as though such representations and warranties were made on
such date, and the Shareholders shall have delivered certificates to that effect
at the Closing.

     7.2 Performance. The Shareholders shall have performed and complied in all
material respects with all covenants and obligations under this Agreement which
are required to be performed or complied with by them on or prior to the Closing
Date.

     7.3 Approvals, Permits, Etc. All consents, authorizations or approvals of
any governmental body or agency thereof that are required in order to consummate
the sale and transfer of the Subject Shares to Buyer pursuant to this Agreement,
and in addition, the liquor

                                       39



license, food stamp permit and WIC permits required for Buyer's operation of the
Company's business, shall have been duly obtained in form and substance
reasonably satisfactory to Buyer and its counsel and shall be effective at and
as of the Closing Date.

     7.4 Delivery of Closing Documents. The Shareholders shall have delivered to
Buyer the documents referred to in Sections 3.2(a)(i) through (xiv) hereof, in
form and substance reasonably satisfactory to Buyer and its counsel.

     7.5 Absence of Certain Events. No statute, rule or regulation shall have
been enacted or promulgated which would make the sale and transfer of the
Subject Shares contemplated by this Agreement illegal or would otherwise prevent
the consummation thereof. No non-appealable order, decree, writ or injunction
shall have been issued and shall remain in effect, by any court or governmental
body or agency thereof, which restrains, enjoins or otherwise prohibits the
consummation of the sale and transfer of the Subject Shares contemplated hereby.

     7.6 No Material Adverse Change. There shall have been no Material Adverse
Change in the financial condition, prospects, results of operations, cash flows,
assets, liabilities, business or operations of the Company or any Subsidiary
during the period between December 31, 2002 and the Closing Date.

     7.7 Consents. Any restrictions or limitations on or rights of or consents
or approvals from third parties in relation to the sale of the Subject Shares to
Buyer that may be required pursuant to those agreements set forth as items 1 and
3 on Section 4.2(c) of the Disclosure Schedule to which the Company or any of
the Shareholders are parties or by which they are bound, shall have been duly
waived or released.

     7.8 Evidence of Title to Real Property. The Shareholders shall have
obtained and delivered to Buyer, letter reports of title, including copies of
all easements, restrictions and covenants of record (the "Letter Reports"), for
the Owned Real Property (as defined in Section 4.12 herein) and the Third-Party
Leased Real Property issued by a title insurer reasonably satisfactory to Buyer
(the "Title Insurer"). The costs of the Letter Reports will be paid by the
Company and treated as "Expenses" for purposes of Section 2.1(c). Each such
Letter Report will be dated as of the date of closing and reflect title to the
applicable parcels of real estate and all recorded easements benefiting such
parcels, subject only to Permitted Liens and any mortgages and security
interests securing the Closing Indebtedness Amount (in the case of the Owned
Real Property) and Permitted Liens, the interests of the lenders referenced in
Section 7.11 below and the liens and encumbrances listed in Section 7.8 of the
Disclosure Schedule (in the case of Third-Party Leased Real Property).

     7.9 Landlord Estoppel Certificates. Buyer shall have received certificates,
executed by the lessors of the Third-Party Leased Real Property in substantially
the form attached hereto as Exhibit G (the "Landlord Estoppel Certificates").

     7.10 [Intentionally Left Blank].

     7.11 Subordination, Nondisturbance and Attornment Agreements. Buyer shall
have received Subordination, Nondisturbance and Attornment Agreements from the
lenders of the

                                       40



lessors of the Third-Party Leased Real Property in substantially the form
attached hereto as Exhibit H (the "SNDA's").

                                  ARTICLE VIII
                Conditions to the Obligations of the Shareholders

     The obligations of the Shareholders to consummate the transactions
contemplated hereunder shall be subject to the satisfaction of each of the
following conditions on or prior to the Closing, unless waived by the
Shareholders' Agent in writing:

     8.1 Representations and Warranties True. All of the representations and
warranties of Buyer contained in this Agreement (including, without limitation,
the Disclosure Schedule) shall be true and correct in all material respects on
the Closing Date as though such representations and warranties were made on such
date, and Buyer shall have delivered certificates to that effect at the Closing.

     8.2 Performance. Buyer shall have performed and complied in all respects
with its payment covenants and obligations hereunder, and Buyer shall have
performed and complied in all material respects with all other covenants and
obligations under this Agreement which are required to be performed or complied
with by it on or prior to the Closing Date.

     8.3 Approvals, Permits, Etc. All consents, authorizations or approvals of
any governmental body or agency thereof that are required in order to consummate
the sale and transfer of the Subject Shares to Buyer pursuant to this Agreement,
and in addition, the liquor license, food stamp permit and WIC permits required
for Buyer's operation of the Company's business, shall have been duly obtained
in form and substance reasonably satisfactory to the Shareholders and their
counsel and shall be effective at and as of the Closing Date.

     8.4 Delivery of Closing Documents. The Buyer shall have delivered to the
Shareholders the payments and documents referred to in Section 3.2(b) hereof in
form and substance reasonably satisfactory to the Shareholders and their
counsel.

     8.5 Absence of Certain Events. No statute, rule or regulation shall have
been enacted or promulgated which would make the sale and transfer of the
Subject Shares contemplated by this Agreement illegal or would otherwise prevent
the consummation thereof. No non-appealable order, decree, writ or injunction
shall have been issued and shall remain in effect, by any court or governmental
body or agency thereof, which restrains, enjoins or otherwise prohibits the
consummation of the sale and transfer of the Subject Shares contemplated hereby.

     8.6 Personal Guarantees. All Shareholders shall be released by documents
reasonably satisfactory to the Shareholders and their counsel from all
obligations pursuant to the guarantees by such Shareholders of obligations of
the Company or any Subsidiary which are set forth on Section 8.6 of the
Disclosure Schedule.

                                       41



                                   ARTICLE IX
                                   Termination

     9.1 Termination. This Agreement may be terminated at any time prior to the
Closing Date:

          (a) by the mutual written consent of Buyer, on the one hand, and
Shareholders' Agents on the other hand;

          (b) by Buyer, if any of the conditions specified in Article VII have
not been met or waived prior to such time as such condition can no longer be
satisfied; or

          (c) by the Shareholders' Agents, if any of the conditions specified in
Article VIII shall not have been met or waived prior to such time as such
condition can no longer be satisfied.

     9.2 Effect of Termination. In the event of termination of this Agreement
pursuant to the preceding Section 9.1, this Agreement shall forthwith become
null and void and there shall be no liability on the part of any party hereto or
their respective officers or directors, except for Sections 13.3 and 13.4
hereof, which shall remain in full force and effect, and except that nothing
herein shall relieve any party hereto from liability for a breach of this
Agreement prior to the termination hereof.

                                   ARTICLE X
           Indemnification; Survival of Representations and Warranties

     10.1 Indemnity Obligations of the Shareholders. Subject to the conditions
and limitations set forth in this Article X, the Shareholders hereby agree,
individually and severally and not jointly and severally, to indemnify and hold
Buyer and the Company and their respective parents and subsidiaries, affiliates,
directors, officers, employees and agents (such parties being collectively
referred to herein as the "Buyer Indemnitees") harmless from, and to reimburse
each such Buyer Indemnitee for, on an after-Tax basis (within the meaning of
Section 10.5), any Buyer Indemnity Claims (as that term is hereinafter defined);
provided, that the indemnification obligation of each Shareholder with respect
to Buyer Indemnity Claims relating exclusively to a breach or alleged breach of
Section 4.2 or 4.3 of this Agreement by such Shareholder or with respect to
Subject Shares sold by such Shareholder hereunder shall be the exclusive
obligation of that Shareholder and the other Shareholders shall have no
responsibility or obligation therefor. "Buyer Indemnity Claim" shall mean any
loss, damage, deficiency, claim, liability, obligation, suit, action, fee,
penalty, fine, interest, surcharge, cost or expense of any nature whatsoever
(collectively, "Losses"), arising out of, based upon or resulting from:

          (a) any inaccuracy in or any breach of any representation and warranty
of the Shareholders contained in this Agreement or any certificate delivered by
the Shareholders pursuant hereto;

                                       42



          (b) any breach or nonfulfillment of, or any failure to perform, any of
the covenants, agreements or undertakings of the Shareholders and the Company
(but only prior to the Closing for the Company) contained in or made pursuant to
this Agreement;

          (c) any liabilities or obligations arising out of any and all actions,
claims, suits, proceedings, demands, assessments, judgments, recoveries,
damages, costs and expenses or deficiencies incident to the disposition of any
Buyer Indemnity Claim under this Section 10.1;

          (d) all interest, penalties, costs and expenses (including, without
limitation, all out-of-pocket expenses, reasonable investigation expenses and
reasonable fees and disbursements of accountants and counsel) arising out of or
related to any such Buyer Indemnity Claims asserted under this Section 10.1; and

          (e) any claims relating to the Company's Performance Share Plan, any
other SAR Plan, or the Programs.

     10.2 Indemnity Obligations of Buyer. Buyer agrees to indemnify and hold
each of the Shareholders and their affiliates, employees and agents ("Seller
Indemnitees") harmless from, and to reimburse each such Seller Indemnitee for,
on an after-Tax basis (within the meaning of Section 10.5), any Shareholder
Indemnity Claims (as that term is hereinafter defined). "Shareholder Indemnity
Claim" shall mean any Losses arising out of, based upon or resulting from:

          (a) any inaccuracy in or any breach of any representation and warranty
of Buyer contained in this Agreement certificate or other written instrument or
document delivered by Buyer pursuant hereto;

          (b) any breach or nonfulfillment of, or failure to perform, any of the
covenants, agreements or undertakings of Buyer and the Company (but only after
the Closing for the Company) contained in or made pursuant of this Agreement;

          (c) any obligations or liabilities arising out of any and all actions,
claims, suits, proceedings, demands, assessments, judgments, recoveries,
damages, costs and expenses or deficiencies incident to the disposition of any
Shareholder Indemnity Claim asserted under this Section 10.2; and

          (d) all interest, penalties, costs and expenses (including, without
limitation, all out-of-pocket expenses, reasonable investigation expenses and
reasonable fees and disbursements of counsel and accountants) arising out of or
related to any Shareholder Indemnity Claims asserted under this Section 10.2.

     10.3 Procedures Relative to Indemnification Claims.

          (a) Claim Notice. In the event that any party hereto shall claim that
it is entitled to be indemnified pursuant to the terms of this Article X, it
(the "Claiming Party") shall provide written notice of such claim (a "Claim
Notice") to the party against which the claim is made (the "Indemnifying Party")
as promptly as reasonably practical after confirmation of the facts supporting
the claim or receipt of a written notice of any claim of a third party (a "Third

                                       43



Party Claim") that may reasonably be expected to result in a claim by such party
against the party to which such notice is given, as the case may be. If the
Claiming Party is a Buyer Indemnitee, such Claim Notice shall be served upon the
Shareholders' Agents and the Escrow Agent. Each such Claim Notice shall specify
in reasonable detail, to the extent feasible or relevant, the breach of
representation, warranty, covenant or agreement claimed by the Claiming Party,
together with the Claiming Party's good faith estimate of the liability, loss,
cost or expense incurred by or imposed upon or expected to be incurred by or
imposed upon the Claiming Party on account thereof (including, without
limitation, such party's good faith estimate of the costs and expenses,
including reasonable attorney's fees, expected to be incurred in connection
therewith).

          (b) Defense. Subject to the remaining provisions hereof, the
Indemnifying Party may, upon receipt of a Claim Notice relating to a Third Party
Claim and at its expense, defend such claim in its own name or, if necessary, in
the name of the Claiming Party. The Claiming Party will cooperate with and make
available to the Indemnifying Party such assistance and materials as may be
reasonably requested of the Claiming Party, and the Claiming Party shall have
the right, at its expense, to participate in but not control the defense
thereof. The Indemnifying Party shall have the right to settle and compromise
any such claim with respect to which it controls the defense only with the
consent of the Claiming Party, which consent shall not be unreasonably withheld.
If the proceeding involves a matter solely of concern to the Claiming Party in
addition to the claim for which indemnification under this Article X is being
sought, the Claiming Party shall have the right to control the defense and
settlement of such additional claim in its own discretion and with its own
counsel. If a firm written offer is made to settle any such Third Party Claim
which offer includes a complete release of the Claiming Party and its affiliates
from any further liability in respect thereof and the Indemnifying Party
proposes to accept such settlement and agrees in writing to indemnify the
Claiming Party for all Losses related thereto and the Claiming Party refuses to
consent to such settlement, then: (i) the Indemnifying Party shall be excused
from, and the Claiming Party shall be solely responsible for, all further
defense of such Third Party Claim; (ii) the maximum liability of the
Indemnifying Party relating to such Third Party Claim shall be the amount of the
proposed settlement if the amount thereafter recovered from the Claiming Party
on such Third Party Claim is greater than the amount of the proposed settlement;
and (iii) the Claiming Party shall pay all attorneys' fees and legal costs and
expenses incurred after the rejection of such settlement by the Claiming Party,
but if the amount thereafter recovered by such third party from the Claiming
Party is less than the amount of the proposed settlement, the Claiming Party
shall be reimbursed by the Indemnifying Party for such attorneys' fees and legal
costs and expenses up to a maximum amount equal to the difference between the
amount recovered by such third party and the amount of the proposed settlement.

          (c) Defense of Claims Below Indemnification Threshold. Notwithstanding
anything to the contrary in the foregoing, Buyer shall have the right to control
the defense of any Third Party Claim (other than Zero-Threshold Claims (as
hereinafter defined)) if the potential loss or liability associated with such
claim, together with the aggregate amount of all previously settled claims, is
less than the Indemnification Threshold (as hereinafter defined); provided, that
Buyer shall keep the Shareholders' Agents reasonably informed as to the nature
and conduct of such claim and the Shareholders' Agents shall be afforded an
opportunity to monitor developments in connection therewith. Buyer shall have
the right to settle any such matter with

                                       44



the consent of the Shareholders' Agents, such consent not to be unreasonably
withheld or delayed.

          (d) Defense by Claiming Party. In the event the Indemnifying Party
shall fail or not have the right to assume the defense under Sections 10.3(b) or
10.3(c), above, or shall notify the Claiming Party that it shall refuse to
conduct a defense against a Third Party Claim, then the Claiming Party shall
have the right to conduct a defense against such claim and shall have the right
to settle and compromise such claim without the consent of the Indemnifying
Party (except as provided in Section 10.3(c)). Once the amount of such claim is
liquidated and the claim is finally determined, the Claiming Party shall be
entitled to pursue each and every remedy available to it at law or in equity to
enforce the indemnification provisions of this Article X, subject to the
provisions of this Agreement.

     10.4 Duration. Except as otherwise provided in this Agreement, all
representations and warranties of the parties contained in or made pursuant to
this Agreement, and the rights of the parties to seek indemnification with
respect thereto, shall expire on the following dates (provided, however, that,
with respect to any claims for indemnification as to which a Claim Notice shall
have been duly given prior to the relevant expiration date set forth below, if
any, such notice shall preserve such claim pending resolution thereof pursuant
to the terms hereof):

          (a) in the case of any claims for Tax Liabilities (including Costs and
Expenses) (as those terms are defined below), the date of expiration of the
relevant statute of limitations, including any extensions thereof (whether by
waiver or otherwise), provided that, notwithstanding anything to the contrary in
the foregoing, the indemnity obligations of the Shareholders hereunder shall
survive for an additional period of 12 months with respect to any and all Costs
and Expenses incurred by any Buyer Indemnitee in establishing or in seeking to
establish, whether in a judicial proceeding or otherwise, that the underlying
matter giving rise to such claim for indemnification is time-barred under the
applicable statute of limitations, whether or not such efforts are successful.
For purposes of this Agreement, the term "Tax Liabilities" shall mean and
include any and all liabilities for Taxes (as defined in Section 4.11(b)),
except liabilities for Taxes (not including income or franchise taxes) which are
(i) accrued for (and in the amounts included) on the latest Financial Statements
or (ii) incurred in the ordinary course of business after the latest Financial
Statements and relating to time periods after the latest Financial Statements
(all of which are properly accrued on the Company's books): (x) which are or
shall be incurred, with respect to any taxable year or any other period
beginning prior to the Closing by the Company or any predecessor of, or
transferor to, the Company, or (y) which are or shall be incurred by any
affiliated group, as defined in Section 1504(a) of the Code as in effect during
any relevant period (or any other group required to file or filing returns on a
consolidated or combined basis), of which the Company, or any predecessor of, or
transferor to, the Company has been a member at any time prior to the Closing
Date, in either case whether or not such Taxes were assessed prior to the
Closing Date; provided, however, that for purposes of computing the amount of
any Tax Liabilities subject to indemnification hereunder, any such taxable year
or other period which ends after the Closing Date shall be deemed to end at the
close of business on the Closing Date, and provided further, however, that in
the case of any ad valorem property tax imposed upon the ownership or holding of
real property or personal property, the term "Tax Liabilities" shall include
only that percentage of the liability therefor which equals the percentage of
the actual period to which such said liability relates which

                                       45



precedes the Closing Date. "Costs and Expenses" shall mean any and all costs and
expenses which may be incurred in connection with contesting any claims for Tax
Liabilities, including, without limitation, reasonable fees and disbursements of
counsel, accountants and other experts (but not the costs of the services of
persons who are the in-house personnel or employees of Buyer or any Buyer
Affiliates).

          (b) in the case of any Buyer Indemnity Claims with respect to any
breach of the representations and warranties set forth in Sections 4.2
[Authorization], 4.3 [Title to the Subject Shares] and 4.5 [Capitalization of
the Company] (the foregoing are collectively referred to herein as the "Special
Representations and Warranties"), indefinitely;

          (c) in the case of any other Buyer Indemnity Claims, April 30, 2004;
and

          (d) in the case of any Shareholder Indemnity Claims, April 30, 2004.

     10.5 Tax Effect of Losses. In determining the amount of any Buyer Indemnity
Claim or Shareholder Indemnity Claim, for all purposes hereunder, there shall be
taken into account any income or other Tax benefit which the Claiming Party may
actually have received or be entitled to receive (if in the future, at its
present value) as a result of the Losses forming the basis of such claim, and
there shall also be taken into account any income or other Tax cost which the
Claiming Party would incur as a result of its receipt of any indemnification
payment from the Indemnifying Party (including any such indemnification payment
which the Claiming Party would be entitled to receive but for the provisions of
Section 10.6).

     10.6 Certain Limitations.

          (a) Indemnification Threshold and Cap. Notwithstanding anything to the
contrary herein, but subject to Section 10.6(b):

               (i) any claim by the Buyer Indemnitees against the Shareholders
under this Agreement shall be payable by the Shareholders only in the event that
the accumulated amount of all claims that have been Definitively Resolved (as
hereinafter defined) (for purposes hereof, "Settled Claims") against the
Shareholders as a group shall exceed the amount of Two Hundred Fifty Thousand
and 00/100 Dollars ($250,000.00) in the aggregate (the "Indemnification
Threshold"); and

               (ii) the maximum amount for which the Shareholders as a group
shall be obligated to provide indemnification hereunder shall not exceed Five
Million and 00/100 Dollars ($5,000,000.00) (the "Indemnification Cap").

     At such time as the aggregate amount of Settled Claims against the
Shareholders as a group exceeds the Indemnification Threshold, the Shareholders
shall thereafter be liable for the amount of all claims in excess of the
Indemnification Threshold, but subject to the Indemnification Cap and the other
limitations set forth in this Article X, and subject to Section 10.6(b).

          (b) Zero-Threshold and Uncapped Claims. Notwithstanding the preceding
Section 10.6(a), the following categories of claims for indemnification
("Zero-Threshold

                                       46



Claims") shall not be subject to the Indemnification Threshold or the
Indemnification Cap, but shall be payable on a dollar-for-dollar basis without
such limitation thereon:

               (i) any Buyer Indemnity Claims relating to the Special
Representations and Warranties;

               (ii) any obligations on the part of the Shareholders to pay any
amounts due the Buyer under Section 2.3(i); and

               (iii) any Buyer Indemnity Claims arising under Section 10.1(e)
with respect to the Company's Performance Share Plan or any other SAR Plan.

          (c) Notwithstanding anything to the contrary in this Agreement, the
Buyer shall not be entitled to indemnification under this Article X:

               (i) with respect to a claim for indemnification hereunder related
to the title of any real estate with respect to which there is a title insurance
policy in effect, except to the extent that the Company or the Buyer has first
unsuccessfully attempted to recover upon such title insurance;

               (ii) to the extent of any insurance proceeds actually received by
the Company to the Buyer in connection with the facts giving rise to such
indemnification;

               (iii) for any punitive damages;and

               (iv) from any Shareholders other than George Prescott and Judith
Prescott, respectively, for violations of their Noncompetition Agreements.

     10.7 Definitively Resolved. For purposes hereof, a Buyer Indemnity Claim or
Shareholder Indemnity Claim shall be deemed to have been "Definitively Resolved"
when any of the following events has occurred:

          (a) a claim is settled by mutual agreement of Buyer and the
Shareholders' Agents; or

          (b) a final judgment, order or award of a court of competent
jurisdiction deciding such claim has been rendered, as evidenced by a certified
copy of such judgment, provided that such judgment is not appealable or the time
for taking an appeal has expired.

     10.8 Claims Limited to Indemnification Escrow Amount, with Certain
Exceptions. Buyer acknowledges and agrees that the Buyer Indemnitees' sole
rights and remedies, with respect to Buyer Indemnity Claims other than Zero
Threshold Claims, are its rights to distributions from the Indemnification
Escrow Amount as provided in this Agreement, subject to the provisions,
conditions and limitations contained herein and in the Indemnification Escrow
Agreement.

     10.9 Indemnification Rights Against Shareholders. With respect to any Zero
Threshold Claims, a Buyer Indemnitee, in any case, shall have the option, in its
sole and absolute

                                       47



discretion, to assert such claims against the Indemnification Escrow Amount
hereunder or against the Shareholders personally (which shall mean individually
and severally and not jointly and severally, and except as otherwise limited by
Section 10.1 and in this Section 10.9). Such option may be exercised separately
as to each such claim, and a Buyer Indemnitee's election to proceed hereunder,
in any case, shall not preclude such Buyer Indemnitee from also proceeding, in
the same case, against the Shareholders personally (and vice versa); provided
that the Buyer Indemnitee may not recover in any case, from all sources in the
aggregate, more than the total amount of its Losses. In the event any amounts
are paid from the Indemnification Escrow Amount for Buyer Indemnity Claims
consisting of Zero Threshold Claims, or for Purchase Price adjustments under
Section 2.3(i), such amounts shall be replenished promptly by the Shareholders
(subject to the proviso to the first sentence of Section 10.1) by additional
deposits of funds by them into the Indemnification Escrow Amount ("Replenishment
Deposits"). All Replenishment Deposits shall be a part of the "Indemnification
Escrow Amount" for all purposes, and shall be held by the Escrow Agent subject
to the terms and conditions of the Indemnification Escrow Agreement. In the
event a Buyer Indemnitee Asserts any Zero-Threshold Claims (other than for a
breach described in the proviso to the first sentence of Section 10.1) against a
Shareholder (other than George Prescott or Judith Prescott) personally hereunder
and is unable to recover the full amount of such Zero-Threshold Claim from such
Shareholder, then such Buyer Indemnitee may recover the unrecovered amount of
such Zero-Threshold Claim from George and/or Judith Prescott; and if any
Shareholder fails to make any Replenishment Deposit required hereunder, promptly
after written demand therefor is made by Buyer, then George and Judith Prescott
shall be jointly and severally liable to make such Replenishment Deposit.

                                   ARTICLE XI
                              Shareholders' Agents

     11.1 Appointment of Shareholders' Agents. Each Shareholder hereby
irrevocably constitutes and appoints George E. Prescott and Charles Benjamin as
such Shareholders' agents ("the Shareholders' Agents") for the purpose of
representing such Shareholder in connection with the following matters: (i)
consenting to, compromising or settling any Buyer Indemnity Claims and (ii)
resolving all matters arising under Section 2.1 of this Agreement, including,
without limitation, all matters pertaining to the calculation of the Closing
Indebtedness Amount. The appointment of George E. Prescott and Charles Benjamin
as the Shareholders' Agents is coupled with an interest and all authority hereby
conferred shall be irrevocable and shall not be terminated by any or all of the
Shareholders without the consent of Buyer, which consent may be withheld for any
reason. Such appointment shall be binding upon the heirs, executors,
administrators, estates, personal representatives, successors and assigns of
each Shareholder.

     11.2 Authority Granted to Shareholders' Agents. In furtherance and not in
limitation of the authority granted to the Shareholders' Agents in Section 11.1
above, each of the Shareholders, for themselves and their respective heirs,
executors, administrators, successors and assigns, hereby authorizes the
Shareholders' Agents without notice to such Shareholder hereunder to:

          (a) waive any provision of this Agreement;

                                       48



          (b) make and receive notices and other communications pursuant to this
Agreement, including any service of process in any legal action or other
proceeding arising out of or related to this Agreement or any of the
transactions hereunder (and to that effect, any notice to be given to any
Shareholder or Shareholders hereunder need not be given to each Shareholder
separately, but rather shall be effective, as provided in Section 13.2 below,
when given to the Shareholders' Agents);

          (c) settle any dispute, claim, action, suit or proceeding arising out
of or related to this Agreement on behalf of all or any of the Shareholders,
including, without limitation, by consenting to the entry of any confession of
judgment in connection therewith, as further provided in Section 11.8, below;

          (d) appoint or provide for successor agents, (provided that if a
successor agent is not a Shareholder, such appointment shall be subject to the
consent of Buyer, such consent not to be unreasonably withheld);

          (e) pay any expenses incurred or which may be incurred by or on behalf
of the Shareholders in connection with this Agreement;

          (f) execute and deliver the Indemnification Escrow Agreement and the
Purchase Price Adjustment Escrow Agreement, waive, modify or amend any provision
thereof, and give instructions to the Escrow Agents with respect to such Escrow
Agreements;

          (g) receive payments under or pursuant to this Agreement and the
Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow
Agreement and make disbursements thereof to the Shareholders as contemplated by
this Agreement and the Indemnification Escrow Agreement and the Purchase Price
Adjustment Escrow Agreement;

          (h) administer the provisions relating to the matters described in
Articles II, X and XII of this Agreement.

     11.3 Authorization. Notwithstanding Section 11.2, in the event that the
Shareholders' Agents, with the advice of counsel, are of the opinion that they
require further authorization or advice from the Shareholders, they shall be
entitled to seek such further authorization from the Shareholders prior to
acting on their behalf. In such event, each Shareholder shall have a number of
votes equal to the number of Subject Shares owned by the Shareholder on the
Closing Date and the authorization of a majority of such number of such shares
shall be binding on all of the Shareholders and shall constitute the
authorization by the Shareholders.

     11.4 Reliance. Buyer and the Escrow Agent shall be fully protected in
dealing with the Shareholders' Agents under this Agreement and may rely upon the
authority of the Shareholders' Agents to act as the agents of the Shareholders
as set forth herein. Any payment by Buyer to the Shareholders' Agents under this
Agreement, the Indemnification Escrow Agreement and the Purchase Price
Adjustment Escrow Agreement shall be considered a payment by Buyer to the
Shareholders. The appointment of the Shareholders' Agents is coupled with and
interest and shall be irrevocable by any Shareholder in any manner or for any
reason. This power of attorney shall not be affected by the death, illness,
dissolution, disability, incapacity or other inability to act of the principal
pursuant to any applicable law.

                                       49



     11.5 Acts of Shareholders' Agents. Any act of the Shareholders' Agent shall
require the act of all Shareholders' Agents. Any of the Shareholders' Agents may
resign from his capacity as a Shareholders' Agent at any time by written notice
delivered to the other Shareholder's Agents and to Buyer. If there is a vacancy
at any time in any of the positions of Shareholders' Agents for any reason, the
remaining Shareholders' Agents may act with full power and authority until such
time as the remaining Shareholders' Agent shall select a successor to fill such
vacancy. If at any time there is no person acting as a Shareholders' Agent for
any reason, new Shareholders' Agents shall be specified by a Shareholder vote
pursuant to the voting provisions of Section 11.3 (provided that if a successor
agent is not a Shareholder, such appointment shall be subject to the consent of
Buyer, such consent not to be unreasonably withheld). If the Shareholders shall
fail to so act in a timely fashion, Buyer may appoint a Shareholders' Agent from
among the Shareholders.

     11.6 No Liability. The Shareholders' Agents, in their capacity as such,
shall not be liable to Buyer, the Shareholders or the Escrow Agent for any error
of judgment, or any act done or step taken or omitted by them in good faith or
for any mistake in fact or law, or for anything which they may do or refrain
from doing in connection with this Agreement, in their capacity as agent, except
for their own bad faith or willful misconduct. The Shareholders' Agents may seek
the advice of legal counsel in the event of any dispute or question as to the
construction of any of the provisions of this Agreement or their duties
hereunder and they shall incur no liability to Buyer, the Shareholders or the
Escrow Agent and shall be fully protected with respect to any action taken,
omitted or suffered by them in good faith in accordance with the opinion of such
counsel, in their capacity as agent.

     11.7 Expenses. Any reasonable expenses incurred by the Shareholders' Agents
in connection with the performance of their duties under this Agreement, the
Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow
Agreement shall not be the personal obligations of the Shareholders' Agents but
shall be payable: (i) first, out of distributions to the Shareholders of the
Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow
Agreement and earnings thereon, but only to the extent permitted by the
provisions of such Escrow Agreements; and (ii) thereafter, by the Shareholders
based on each Shareholder's percentage share of such expenses based upon the
number of Subject Shares owned by such Shareholder. The Shareholders' Agents may
from time to time submit invoices to the Shareholders covering such expenses
and, upon the request of any Shareholder, shall provide such Shareholder with an
accounting of all expenses paid out of distributions pursuant to subsection (i)
(of this Section 11.7)

     11.8 Claims, Actions or Suits. Any claim, action, suit or other proceeding,
whether in law or equity, to enforce any right, benefit or remedy granted to the
Shareholders under this Agreement relating to a matter within the scope of the
Shareholders' Agents' authority specified in Section 11.1 may be asserted,
brought, prosecuted or maintained only by the Shareholders' Agents, and the
Shareholders hereby irrevocably waive any right to enforce such rights in their
own name. The Shareholders consent and agree that any claim, action, suit or
other proceeding, whether in law or equity, to enforce any right, benefit or
remedy granted to any Buyer Indemnitee under this Agreement relating to a matter
within the scope of the Shareholders' Agents' authority specified in Section
11.1, including, without limitation, any Buyer Indemnity Claim asserted under
Section 10.1, may be asserted, brought, prosecuted or maintained by any

                                       50



Buyer Indemnitee against the Shareholders by service of process on the
Shareholders' Agents and without the necessity of serving process on, or
otherwise joining or naming as a defendant in such claim, action, suit or other
proceeding, any Shareholders. For this purpose, each Shareholder hereby
irrevocably stipulates and agrees that the Shareholders' Agents are proper party
defendants to represent its interests in any such proceeding and to appear on
its behalf for all purposes therein, and that service of process upon the
Shareholders' Agents shall be effective to bind such Shareholder for all
purposes of any such proceeding. Each Shareholder hereby irrevocably waives any
and all rights it may have to object to jurisdiction or venue in any proceeding
in which service of process is served upon the Shareholders' Agents on such
Shareholder's behalf, in each case as further provided in Section 13.16 below.
With respect to any matter within the scope of authority granted to the
Shareholders' Agents under this Section 11.8, the Shareholder shall be bound by
any determination in favor of or against the Shareholders' Agents or the terms
of any settlement or release to which the Shareholders' Agents shall become
parties, including, without limitation, any confession of judgment or other
stipulation or settlement granted or entered into by the Shareholders' Agents on
their behalf.

                                  ARTICLE XII
                            Miscellaneous Provisions

     12.1 Dispute. As used in this Agreement, "Dispute" shall: (a) mean any
dispute or disagreement between Buyer (for itself or on behalf of, following the
Closing, the Company or any other affiliate of Buyer) and the Shareholders or
the Shareholders' Agents concerning the interpretation of this Agreement, the
validity of this Agreement, any breach or alleged breach by any party under this
Agreement or any other matter relating in any way to this Agreement; (b) exclude
any dispute or disagreement between Buyer and the Shareholders concerning the
calculation of the Purchase Price which shall be resolved in accordance with the
provisions of Section 2.3(g) of this Agreement; and (c) exclude any breach or
alleged breach of and any proceeding to enforce, the Non-Competition Agreements.

     12.2 Process. If a Dispute arises, the parties to the Dispute shall follow
the procedures specified in Sections 12.3, 12.4 and 12.5 of this Agreement.

     12.3 Negotiations. The parties shall promptly attempt to resolve any
Dispute by negotiations between the Buyer and the Shareholders' Agents. Either
the Buyer or Shareholders' Agents may give the other party written notice of any
Dispute not resolved in the normal course of business. The Buyer and the
Shareholders' Agents shall meet at a mutually acceptable time and place within
ten (10) calendar days after delivery of such notice, and thereafter as often as
they reasonably deem necessary, to exchange relevant information and to attempt
to resolve the Dispute. If the Dispute has not been resolved by these persons
within thirty (30) calendar days of the disputing party's notice, or if the
parties fail to meet within such ten (10) calendar days, either the Buyer or the
Shareholders' Agents may initiate mediation as provided in Section 12.4 of this
Agreement. If a negotiator intends to be accompanied at a meeting by legal
counsel, the other negotiator shall be given reasonable notice of such intention
and may also be accompanied by legal counsel.

     12.4 Mediation. If the Dispute is not resolved by negotiations pursuant to
Section 12.3 of this Agreement, the Buyer and the Shareholders' Agents shall
attempt in good faith to resolve

                                       51



any such Dispute by mediation. Either the Buyer or the Shareholders' Agents may
initiate a mediation proceeding by a request in writing to the other party (the
"Request"), and both parties will then be obligated to engage in a mediation.
The proceeding will be conducted in accordance with the then current Center for
Public Resources ("CPR") Model Procedure for Mediation of Business Disputes,
with the following exceptions:

          (a) if the parties have not agreed within thirty (30) calendar days of
the Request on the selection of a mediator willing to serve, CPR, upon the
request of either the Buyer or the Shareholders' Agents, shall appoint a member
of the CPR Panels of Neutrals as the mediator, and

          (b) efforts to reach a settlement will continue until the conclusion
of the proceedings, which shall be deemed to occur upon the earliest of the date
that: (i) a written settlement is reached: or (ii) the mediator concludes and
informs the parties in writing that further efforts would not be useful; or
(iii) the Buyer and the Shareholders' Agents agree in writing that in impasse
has been reached; or (iv) is sixty (60) calendar days after the Request and none
of the events specified in Section 12.4(b)(i), (ii) or (iii) have occurred. No
party may withdraw before the conclusion of the proceeding.

     12.5 Submission to Adjudication. If a Dispute is not resolved by
negotiation pursuant to Section 12.3 of this Agreement or by mediation pursuant
to Section 12.4 of this Agreement within 100 calendar days after initiation of
the negotiation process pursuant to Section 12.3 of this Agreement, such Dispute
and any other claims arising out of or relating to this Agreement may be heard,
adjudicated and determined in an action or proceeding filed in any state or
federal court sitting in Waukesha or Washington County, Wisconsin or the federal
courts for the Eastern District of Wisconsin.

     12.6 General.

          (a) Provisional Remedies. At any time during the procedures specified
in Sections 12.3 and 12.4 of this Agreement, a party may seek a preliminary
injunction or other provisional judicial relief if in its judgment such action
is necessary to avoid irreparable damage or to preserve the status quo. Despite
such action, the parties will continue to participate in good faith in the
procedures specified in this Article XII of this Agreement.

          (b) Tolling Statute of Limitations. All applicable statutes of
limitation and defenses based upon the passage of time shall be tolled while the
procedures specified in this Article XII of this Agreement are pending. The
parties will take such action, if any, as is required to effectuate such
tolling.

          (c) Performance to Continue. Each Party is required to continue to
perform its obligations under this Agreement pending final resolution of any
Dispute.

          (d) Extension of Deadlines. All deadlines specified in this Article
XII of this Agreement may be extended by mutual agreement between the Buyer and
the Shareholders' Agents.

                                       52



          (e) Enforcement. The parties regard the obligations in this Article
XII of this Agreement to constitute an essential provision of this Agreement and
one that is legally binding on them. In case of a violation of the obligations
in this Article XII of this Agreement by either the Buyer or the Shareholders'
Agents, the other party may bring an action to seek enforcement of such
obligations in any court of law having jurisdiction thereof.

          (f) Costs. The parties to the Dispute shall pay: (i) their own costs,
fees, and expenses incurred in connection with the application of the provisions
of this Article XII of this Agreement, and (ii) fifty percent (50%) of the fees
and expenses of CPR and the mediator in connection with the application of the
provisions of Section 12.4 of this Agreement.

          (g) Replacement. If CPR is no longer in business or is unable or
refuses or declines to act to continue to act under this Article XII of this
Agreement for any reason, then the functions specified in the Article XII of
this Agreement to be performed by CPR shall be performed by another person
engaged in a business equivalent to that conducted by CPR as is agreed to by the
Buyer and the Shareholders' Agents (the "Replacement"). If the Buyer and the
Shareholders' Agents cannot agree on the identity of the Replacement within ten
(10) calendar days after a Request, the Replacement shall be selected by the
Chief Judge of the United States District Court for the Eastern District of
Wisconsin upon application by any party hereto. If a replacement is selected by
either means, this Article XII shall be deemed appropriately amended to refer to
such Replacement.

                                  ARTICLE XIII
                            Miscellaneous Provisions

     13.1 Waiver of Compliance. Any failure by any of the parties hereto to
comply with any obligation, covenant or agreement or to fulfill any condition
herein may be waived only by a written notice from the party entitled to the
benefits thereof. No failure by any party hereto to exercise, and no delay in
exercising, any right hereunder, shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder preclude any other or
future exercise of that right or any other right hereunder by that party.

     13.2 Notices. All notices and other communications required or permitted
hereunder shall be deemed given if given in writing and delivered personally, by
commercial delivery service, by courier or by facsimile transmission, or mailed
by registered or certified mail (return receipt requested) fax, or postage fees
prepaid, to the party to receive the same at its respective address set forth
below, or at such other address as may from time to time be designated by such
party to the others in accordance with this Section (provided, that written
notice given in any other manner shall nonetheless be effective upon its actual
receipt by the party entitled to receive it):

     If to the Shareholders'    George E. Prescott
     Agents, to:                806 Crestview Dr.
                                West Bend, WI 53095

     with copies to:            Quarles & Brady, LLP

                                       53



                                411 East Wisconsin Avenue
                                Milwaukee, WI 53202
                                Attention:  Patrick M. Ryan
                                Facsimile:  (414) 271-3552

     If to Buyer to:            Roundy's, Inc.
                                23000 Roundy Drive
                                Pewaukee, WI  53072
                                Attention:  Edward G.  Kitz,
                                Vice President, Secretary and Treasurer
                                Facsimile: (262) 953-7989

     with a copy to:            Whyte Hirschboeck Dudek S.C.
                                111 East Wisconsin Avenue, Suite 2100
                                Milwaukee, WI  53202
                                Attention:  John F. Emanuel
                                Facsimile:  (414) 223-5000

     All such notices and communications hereunder shall be deemed given when
received, as evidenced by the acknowledgment of receipt issued with respect
thereto by the applicable postal authorities or the signed acknowledgment of
receipt of the person to whom such notice or communication shall have been
personally delivered, or other evidence of transmission.

     13.3 Expenses. Each party hereto shall bear and pay its own expenses (and,
in the case of the Shareholders, the Company's expenses prior to the Closing) in
connection with the negotiation, execution and delivery of this Agreement and
the transactions contemplated hereby, whether or not the Closing occurs
hereunder. Without limiting the generality of the foregoing, the Shareholders
will be solely responsible for the payment of any fees or commissions due to any
investment banker, financial advisor, attorneys or accountants or the like
retained by the Company and/or the Shareholders, except to the extent such
expenses are included in the "Expenses" as defined in Section 2.1, and thereby
taken into account in determining the Purchase Price.

     13.4 Public Announcements. No party hereto will issue any report, statement
or release to the general public, to the trade, to the general or trade press,
or to any third party (other than its advisors and representatives in connection
with the transactions contemplated hereby), relating to this Agreement and the
transactions contemplated hereby, except (i) as may be mutually agreed by the
parties hereto, (ii) as may be required by applicable securities laws, and (iii)
as may reasonably be deemed appropriate by Buyer for communications to its
lenders or investors.

     13.5 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and permitted
assigns and, in the case of the Shareholders, their heirs, beneficiaries,
remaindermen, personal representatives, executors, administrators, fiduciaries
and permitted assigns.

                                       54



     13.6 Assignment. Neither this Agreement nor any rights, duties or
obligations shall be assigned by any party hereto without the prior hereto
written consent of the other parties, and any attempted assignment or transfer
without such prior written consent shall be null and void.

     13.7 No Third Party Beneficiary. Neither this Agreement nor any provision
hereof, nor any statement, schedule, certificate, instrument or other document
delivered or to be delivered pursuant hereto, nor any agreement entered into or
to be entered into pursuant hereto or any provision thereof, is intended to
create any right, claim or remedy in favor of, or impose any obligation upon,
any person or entity other than the parties hereto and their respective
successors and permitted assigns, and in the case of the Shareholders, their
heirs, beneficiaries, personal representatives, executors and permitted assigns.

     13.8 Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience only and are not intended to be a part of this
Agreement and shall not be used in construing it.

     13.9 Entire Agreement. This Agreement embodies the entire agreement of the
parties pertaining to the subject matter hereof and supersedes all prior or
contemporaneous agreements or understandings, written or oral, of the parties
relating to the subject matter hereof.

     13.10 Modifications. This Agreement may be amended or modified only by an
instrument signed by the parties or their duly authorized agents.

     13.11 Severability. The invalidity, illegality or unenforceability for any
reason of any one or more provisions of this Agreement shall not affect the
validity, legality or enforceability of the remainder of this Agreement.

     13.12 Definition of Knowledge. With respect to the representations and
warranties of the Shareholders set forth herein which are made subject to the
qualification "to the Knowledge of the Shareholders," or words of similar
import, the Shareholders shall be deemed to have knowledge of any matter, fact,
or thing that is, as of the date hereof or the Closing Date, actually known to
George E. Prescott, Judith Prescott, Charles Benjamin or Robert Melcher, in each
case after "due inquiry." For this purpose, "due inquiry" shall mean a review of
the accounting and financial records and books of account of the Company; a
review of the Company's regularly maintained files and records relating to its
assets, liabilities, and business; a review of the minute books and stock
records of the Company; a visual inspection of the Company's Real Property and
tangible personal property; an inquiry of the Company's Store Managers, General
Managers, Everix Bakery Manager, Human Resources Director, and Controller, and
an inquiry of the attorneys, accountants, and similar professionals retained or
engaged by the Company or any Shareholder at any time within the preceding two
(2) years.

     13.13 Definition of Material Adverse Effect and Material Adverse Change.
The term "Material Adverse Effect" as used in this Agreement shall mean an
effect that is materially adverse to the business, financial condition,
prospects or results of operations of the Company and the Subsidiaries taken as
a whole; provided, that any impairment of the Company's ability to conduct
continuously any material aspect of its business at any one or at more than one
of its retail locations (other than the Johnson Street location) will be deemed
to constitute a Material

                                       55



Adverse Effect. The term "Material Adverse Change" means a change or event that
gives rise to a Material Adverse Effect.

     13.14 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     13.15 Governing Law. The parties hereby agree that this Agreement, and the
respective rights, duties and obligations of the parties hereunder, shall be
governed by and construed in accordance with the internal laws of the State of
Wisconsin, without giving effect to principles of conflicts of law thereunder.

     13.16 Exclusive Jurisdiction. Each of the parties hereby (a) irrevocably
consents and agrees that any legal or equitable action or proceeding arising
under or in connection with this Agreement shall be brought exclusively in any
state court within Washington or Waukesha County, State of Wisconsin, or the
Federal District Court for the Eastern District of Wisconsin and any court to
which an appeal may be taken in any such litigation, and (b) by execution and
delivery of this Agreement, irrevocably submits to and accepts with respect to
any such action or proceeding, for such party's heirs, beneficiaries
remaindermen, personal representatives, executors, administrators, fiduciaries
and permitted assigns and in respect of such party's properties and assets,
generally and unconditionally, the jurisdiction of the aforesaid courts, and
irrevocably waives any and all rights such party may now or hereafter have to
object to such jurisdiction under the constitution or laws of the State of
Wisconsin or the Constitution or laws of the United States of America or
otherwise. Each of the Shareholders hereby irrevocably undertakes to designate
and appoint, and hereby does designate and appoint, the Shareholder's Agents, as
such Shareholder's authorized agent in Wisconsin to accept and acknowledge on
such Shareholder's behalf service of any and all process which may be served in
any such litigation in any such court, and agrees that service of process upon
such agent shall be deemed in every respective effective service of process upon
such party in any such litigation and shall be taken and held to be valid
personal service upon such party.

     13.17 Directors, Officers and Fiduciary Indemnification. For a period of at
least eight (8) years after the Closing Date, to the extent permitted by
applicable law, the Buyer will, and will cause the Company to, maintain in
effect bylaw provisions and articles of incorporation provisions indemnifying
present or former directors and officers of the Company and its Subsidiaries who
serve or served as such at or prior to the Closing Date and former, present or
future fiduciaries of any employee benefit plan of the Company who serve or
served as such at or prior to the Closing Date no less favorable than such
articles of incorporation or bylaws of the Company as are in effect on the
Closing Date.

     13.18 Acknowledgment Regarding Trustee Status. The Parties acknowledge and
agree that, to the extent a Person is executing and delivering this Agreement as
a trustee of a trust, such Person is executing and delivering this Agreement
solely in such Person's capacity as a Trustee and shall have no personal
liability in connection with the execution, delivery and performance of this
Agreement.

                                       56



     13.19 Specific Performance. The Parties agree that the assets and business
of the Company as a going concern constitute unique property. There is no
adequate remedy at law for the damage which any Party might sustain for failure
of the other Parties to consummate the transactions contemplated by this
Agreement and, accordingly, each Party shall be entitled, at its option, to the
remedy of specific performance to enforce the consummation of the transactions
described in this Agreement.

     13.20 Disclosure Schedule.

          (a) Disclosure Schedule. Contemporaneously with the execution and
delivery of this Agreement, the Shareholders' Agents, on behalf of Shareholders,
are delivering to Buyer the Disclosure Schedule. The Disclosure Schedule is
deemed to constitute an integral part of this Agreement and all representations
and warranties of the Shareholders are made subject to the exceptions which are
noted in the Disclosure Schedule and in any other schedules attached to this
Agreement, as supplemented from time to time by the Shareholders hereafter and
prior to the Closing Date (to the extent expressly permitted hereunder). The
inclusion of any item in the Disclosure Schedule shall constitute disclosure for
all purposes under this Agreement, and shall not be construed as an indication
of the materiality or lack of materiality of such item. The failure to disclose
a matter or item in one section of the Disclosure Schedule shall not constitute
a breach of any representation or warranty made in this Agreement so long as
such matter or item is fairly disclosed elsewhere in the Disclosure Schedule or
elsewhere in this Agreement or in any other schedule attached to this Agreement.

          (b) Updates. Prior to the Closing Date, the Shareholders may update
and supplement the Disclosure Schedule from time to time by written notice from
the Shareholders' Agents to Buyer, but only with respect to events occurring or
circumstances arising between the execution of this Agreement and the Closing.
If requested by Buyer, the Shareholders' Agents shall meet and discuss with
Buyer any change in the Disclosure Schedule made by the Shareholders which has
had or will have, in the reasonable judgment of Buyer, a Material Adverse Effect
(a "Disclosure Schedule Change"). If the parties cannot resolve any differences
regarding the Disclosure Schedule Change within a reasonable period of time (not
to exceed ten (10) calendar days), Buyer may terminate this Agreement by written
notice from Buyer to the Shareholders' Agents given within five (5) calendar
days after the expiration of such ten-day period.

     13.21 Access; Retention of Records. After the Closing Date for a period of
six (6) years thereafter, the Buyer shall cause the Company to retain all books
and records relating to tax, accounting, legal and similar matters pertaining to
the Company's business prior to the Closing Date, and to make such books and
records available to the Shareholders on the following conditions: (a) at the
request of the Shareholders' Agents; (b) upon reasonable advance notice to the
Company at reasonable times taking into account the business needs of the
Company; and (c) for purposes reasonably related to the Shareholder's ownership
of the Company prior to the Closing Date. The Shareholder requesting such access
shall pay all reasonable out-of-pocket expenses, excluding wages and salaries of
its own personnel, incurred by the Company in connection with the Company's
compliance with this Section 13.21.

                                       57



     13.22 Attorneys' Fees. In the event of litigation between the parties
hereto to enforce any provision of this Agreement, or for breach thereof, the
party or parties obtaining a final nonappeable judgment in their favor shall be
entitled to an award of their reasonable attorneys' fees and other expenses
incurred in prosecuting or defending such action, as the case may be.

                            [SIGNATURE PAGE FOLLOWS]

                                       58



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date first above written.

ROUNDY'S, INC.                      SHAREHOLDERS:


By: /s/ Edward G. Kitz              /s/ George E. Prescott
    -----------------------------   -------------------------------------------
    Edward G. Kitz,                 George E. Prescott
    Vice President
    Secretary and Treasurer


                                    /s/ Judith A. Prescott
                                    -------------------------------------------
                                    Judith A. Prescott


                                    Supermarket I Trust f/b/o Cheryl Miller


                                    By: /s/ Charles F. Benjamin
                                        ---------------------------------------


                                    Supermarket II Trust f/b/o Matthew Prescott


                                    By: /s/ Charles F. Benjamin
                                        ---------------------------------------


                                    Supermarket III Trust f/b/o Patrick Prescott


                                    By: /s/ Charles F. Benjamin
                                        ---------------------------------------


                                    Supermarket A Trust f/b/o Cheryl Miller


                                    By: /s/ Charles F. Benjamin
                                        ---------------------------------------


                                    Supermarket B Trust f/b/o Matthew Prescott


                                    By: /s/ Charles F. Benjamin
                                        ---------------------------------------


                                    Supermarket C Trust f/b/o Patrick Prescott


                                    By: /s/ Charles F. Benjamin
                                        ---------------------------------------


                                    /s/ Charles Benjamin
                                    -------------------------------------------
                                    Charles Benjamin


                                    /s/ Ralph Prescott
                                    -------------------------------------------
                                    Ralph Prescott

                                       59



       LIST OF OMITTED EXHIBITS AND SCHEDULES TO STOCK PURCHASE AGREEMENT
         BY AND AMONG ROUNDY'S, INC. AND THE SHAREHOLDERS OF PRESCOTT'S
                SUPERMARKETS, INC. DATED AS OF DECEMBER 10, 2002

                                    SCHEDULES

     4.1    Corporate Organization
     4.2    Authorization; No Violations
     4.3    Title to the Subject Shares
     4.4    Capitalization of the Company
     4.5    Subsidiaries and Affiliates
     4.6    Financial Statements
     4.7    Absence of Undisclosed Liabilities
     4.8    Absence of Certain Changes or Events
     4.9    Legal Proceedings.
     4.10   Taxes
     4.11   Title to Properties and Related Matters
     4.12   Computer Software
     4.13   Licenses, Permits, Authorizations and Consents
     4.14   Intellectual Property
     4.15   Contracts
     4.16   Employees
     4.17   Benefit Plans
     4.18   Compliance with Applicable Law
     4.19   Ability to Conduct the Business
     4.20   Material Suppliers
     4.21   Inventories
     4.22   Accounts Receivable
     4.23   Insurance
     4.24   Bank Accounts; Powers of Attorney
     4.25   Minute Books, etc.
     4.26   Books and Records
     4.27   Transactions with Related Parties.
     4.28   Environmental Matters
     4.29   Disclosure
     4.30   Reliance

                                    EXHIBITS

     Exhibit A   Shareholder's Counsel's Legal Opinion
     Exhibit B   Noncompetition Agreement
     Exhibit C   Indemnification Escrow Agreement
     Exhibit D   Purchase Price Adjustment Escrow Agreement
     Exhibit E   Buyer's Counsel's Legal Opinion
     Exhibit F   Allocation of Purchase Price
     Exhibit G   Landlord Estoppel Certificate
     Exhibit H   Subordination, Nondisturbance and Attornment Agreement

     THE ABOVE-DESCRIBED EXHIBITS AND SCHEDULES ARE OMITTED FROM THIS FILING
PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K. THE REGISTRANT, ROUNDY'S, INC.,
HEREBY AGREES TO FURNISH A COPY OF SUCH EXHIBITS AND SCHEDULES TO THE COMMISSION
UPON REQUEST.

EX-2.2

                                                                     Exhibit 2.2

                            ASSET PURCHASE AGREEMENT

     THIS AGREEMENT is made this 18th day of October, 2002, by and among B&H
GOLD CORPORATION., a Wisconsin corporation, GOLD'S, INC. a Wisconsin
corporation, GOLD'S MARKET, INC., a Wisconsin corporation, and GOLD'S OF MEQUON,
LLC, a Wisconsin limited liability company (collectively being referred to
hereinafter as "Seller"); Robert S. Gold and Helga Gold, collectively the
shareholders and majority members of Seller (being referred to hereinafter
collectively as the "Shareholders" and individually as a "Shareholder"); MEGA
MARTS, INC., a Wisconsin corporation (being referred to hereinafter as "Buyer");
and ROUNDY'S, INC., a Wisconsin corporation (being referred to hereinafter as
"Roundy's");

                                    RECITALS:

     WHEREAS, Seller owns and operates a total of four (4) grocery supermarkets
at the locations set forth in Exhibit A attached hereto (each such supermarket
being hereinafter individually referred to as a "Store" and all such
supermarkets being collectively referred to as the "Stores" and the business
conducted in the Stores being hereinafter referred to as the "Business");

     WHEREAS, the Shareholders are collectively all of the stockholders and
members of Seller, except for two other members of Gold's of Mequon LLC, each of
which holds a 10% interest;

     WHEREAS, Seller desires to sell and Buyer desires to purchase the Business
and substantially all of Seller's assets used in the conduct of the Business at
all of the Stores upon the terms and conditions set forth in this Agreement; and

     WHEREAS, Buyer is a wholly-owned subsidiary of Roundy's and Roundy's is
therefore willing to join with Buyer as a party to this Agreement and guaranty
the obligations of Buyer hereunder;

     THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

     AGREEMENT:

     1.   SALE OF ASSETS.

     (a) Assets Sold. On the Closing Date (as hereinafter defined), subject to
the terms and conditions set forth in this Agreement, Seller shall sell, convey,
transfer, assign and deliver to Buyer and Buyer shall purchase the following
assets (collectively the "Purchased Assets") of the Business:

          (i) Inventory. All inventory owned by Seller and held for sale (or
rental) in the ordinary course of business at the Stores as of the Effective
Time, to the extent such inventory is usable, saleable, and not outdated (as
more fully described in Section 4(a) below) or damaged (the "Inventory");



          (ii) Cash. All operating cash (including for this purpose all food
stamps and any unsold gift certificates purchased by Seller from Roundy's, but
excluding checks and coupons) on hand (the "Cash on Hand") and located in the
Stores as of the Effective Time;

          (iii) Trademarks, Trade Names and Other Intellectual Property. All
intellectual property associated with the Business (including but not limited to
all trademarks, service marks, trade names, pending trademark, service mark and
trade name applications and registrations, copyrights, and the corporate name
"Gold's") ("Intellectual Property");

          (iv) Equipment. All fixtures, equipment, furniture, machinery, tools,
racks, partitions, shelving, exterior signs, refrigeration equipment, leasehold
improvements, software, computer hardware, terminals and peripheral equipment,
scanning systems owned by Seller or in which Seller has any interest, including
any leasehold interest, and other supplies located at and used in the operation
of the Business;

          (v) Assigned Contracts. All right, title and interest of the Seller
in, to and under the "Assigned Contracts" (as hereinafter defined);

          (vi) Permits. Only to the extent transferable, all right, title and
interest of Seller in, to and under all transferable licenses, permits, orders,
certificates, approvals and other government authorizations owned by Seller
exclusively in connection with Seller's occupancy or operation of the Stores;

          (vii) Other Personal Property. All other personal property of every
nature or description owned by Seller and used in the operation of the Business,
including, but not limited to, general intangibles, and the goodwill and going
concern value of the Business.

     (b) Excluded Assets. Notwithstanding anything in Section 1(a) above to the
contrary, the following assets, rights, interests and other properties of the
Seller (the "Excluded Assets") shall not be sold, transferred, assigned,
conveyed or delivered to Buyer:

          (i) Accounts Receivable. All accounts receivable (including checks and
coupons) relating to any of the Stores;

          (ii) Prepaid Expenses. All prepaid expenses relating to any of the
Stores;

          (iii) Non-Operating Assets. The non-operating assets set forth in
Section 1(b)(iii) of the Disclosure Schedule;

          (iv) Corporate Records. All corporate and financial books and records,
Seller's corporate charter and similar items

     (c) Assignment and Assumption of Contracts. The "Assigned Contracts"
consist of all of those leases, subleases, contracts and agreements that are set
forth on Section 6(e) of the Disclosure Schedule hereto and which are designated
thereon as "Assigned Contracts." At the Closing, effective as of the Effective
Time (as hereinafter defined) Seller will assign and transfer to Buyer all of
Seller's right, title and interest in, to and under the Assigned Contracts, and
Buyer will assume, perform and discharge all of Seller's obligations and
liabilities arising after the

                                       2



Effective Time (and attributable to time periods after the Effective Time) under
the Assigned Contracts (hereinafter "Contract Liabilities"); provided, that the
Contract Liabilities assumed by Buyer shall not in any event include:

          (i) any liability or obligation of Seller under any employment
agreement, collective bargaining agreement, plans or arrangements concerning
employee bonuses, insurance, or other agreement with any employee, officer, or
shareholder of Seller; or any other liability or obligation of any nature
whatsoever of Seller to any employee or former employee, whether pursuant to
contract, arising by operation of law, or otherwise, including, without
limitation, under the collective bargaining agreements in effect between Seller
and the labor unions representing its employees ("Labor Agreements"); or

          (ii) any liability or obligation attributable to or arising as a
result of any breach, violation, or non-performance of any Assigned Contract by
Seller prior to and through the Effective Time, including, without limitation,
any breach or violation arising as a result of the transactions contemplated by
this Agreement.

     (d) Assumption of Employee Accruals. Buyer will assume the liability of
Seller for employee bonuses, vacation and sick pay due from Seller to the
Transferred Employees (as that term is defined in Section 13)), but only in the
amount and to those persons for which Buyer receives a credit as provided in
Section 5(b) herein (the "Assumed Employee Accruals").

     (e) Termination of Real Estate Subleases. Seller is currently a sublessee
of Jondex Corp. (an affiliate of Buyer) under four subleases relating to the
Stores (the "Store Subleases"). At the Closing, Roundy's will cause Jondex Corp.
to terminate each of the Store Subleases and release Seller and the Shareholders
from any further liability under the Store Subleases (to the extent such
liability relates to periods following the Effective Time for the Store in
question), and Seller will relinquish its rights under the Store Subleases and
release Jondex Corp. and Roundy's from any further liability thereunder (the
"Sublease Terminations"). Rent, percentage rent, tenant's shares of real estate
taxes, common area maintenance expenses and other payments payable by the Seller
under the Store Subleases shall be prorated as of the Effective Time for each
respective Store, in the manner described on Section 1(e) of the Disclosure
Schedule, based on actual amounts incurred or assessed for the year 2002, and
will not be adjusted after the Closing Date.

     2.   LIABILITIES.

     (a) Except for the Contract Liabilities expressly assumed by Buyer under
Section 1(c) above and the Assumed Employee Accruals assumed by Buyer pursuant
to Section 1(d) above, Buyer shall not in any manner assume nor be liable or
responsible for any of the liabilities, debts, or obligations of Seller or any
Shareholder, of any nature whatsoever, including, but without limiting the
generality of the foregoing, the following:

          (i) Past, current and future liabilities and obligations of Seller for
federal, state or local taxes of any nature (except for real and personal
property taxes to be pro-rated between Buyer and Seller as provided in Section 5
hereof), including, without limitation, any taxes occasioned by the sale
contemplated by this Agreement; or

                                       3



          (ii) Liabilities or obligations of Seller of any nature to employees
or former employees relating to services performed prior to the Effective Time,
including, without limitation, liabilities or obligations for wages, withholding
and employment taxes, vacation, sick pay, bonuses, severance pay, retirement and
fringe benefits, and "Pre-Closing Claims" under "Seller's Health Plan" (as those
terms are defined in Section 13 hereof ) incurred prior to and through the
Closing Date, except for Assumed Employee Accruals.

     (b) Seller shall pay and discharge, when due, any and all of the debts,
liabilities and obligations of Seller which are not assumed by Buyer.

     3.   PURCHASE PRICE; PAYMENT; ALLOCATION.

     (a) Purchase Price. The purchase price to be paid by Buyer to Seller for
the Purchased Assets shall be Twenty-Six Million Dollars ($26,000,000),
increased by the amount of Seller's (i) Cash on Hand and (ii) Inventory (as
valued and determined in accordance with Section 4 hereof) as of the Applicable
Inventory Date (as hereinafter defined), and adjusted by the prorations provided
for in Section 5 hereof (the "Purchase Price").

     (b) Payment of Purchase Price. Buyer shall pay the Purchase Price to Seller
as follows:

          (i) At Closing, the sum of $26,000,000, plus an amount equal to the
parties' mutual good faith estimate of the Purchase Price attributable to Cash
on Hand and the Inventory (the "Estimated Inventory/Cash Amount"), shall be paid
by wire transfer of immediately available funds to an account designated by
Seller;

          (ii) Upon final determination of the value of the Cash on Hand and the
Inventory, and the approval by Seller and Buyer of the final closing statement,
the difference between the final purchase price, as so determined, and the
amount paid by Buyer at the Closing, shall be paid by Buyer to Seller or be paid
by Seller to Buyer, as appropriate.

     (c) Allocation of the Purchase Price. The Purchase Price shall be allocated
as follows:

          (i) The portion of the Purchase Price constituting Cash on Hand shall
be allocated to cash;

          (ii) The portion of the Purchase Price constituting Inventory, as
determined pursuant to Section 4 hereof, shall be allocated to Inventory;

          (iii) $4,000,000 shall be allocated to property and equipment, and
among the several Stores as set forth on Section 3(c) of the Disclosure
Schedule;

          (iv) $2,433,000 shall be allocated to leasehold improvements, and
among the several Stores as set forth on Section 3(c) of the Disclosure
Schedule;

                                       4



          (v) The remainder of the Purchase Price shall be allocated to goodwill
and the going concern value of the Business, and among the several Stores as set
forth on Section 3(c) of the Disclosure Schedule.

     4.   PHYSICAL INVENTORY; DETERMINATION OF INVENTORY PRICE; CLOSING.

     (a) As soon as practical after Buyer has received all of the Licenses and
Permits required for its ownership and operation of the Stores (including,
without limitation, liquor licenses, food stamp permits and "WIC" permits), the
parties will jointly select a date, for each of the Stores, on which the amount
of Inventory and store supplies at such Store will be determined by a physical
inventory tabulation (the date of such inventory for each Store being
hereinafter referred to as the "Applicable Inventory Date" for that Store). Such
physical inventory and the necessary extensions of the costs for such inventory
and store supplies at each Store shall be conducted by GBS Inventory Service
(the "Inventory Service") (Buyer and Seller shall each have representatives
present during physical inventory), and the expense thereof shall be borne
equally by Buyer and Seller. The physical inventory tabulation (and the purchase
price to be paid by Buyer for the Inventory) shall not include inventory which
is damaged, spoiled, outdated (any merchandise with less than three (3) days
remaining shelf life or which has a manufacturer's date by which it must be sold
that is less than fourteen (14) days after the Applicable Inventory Date being
deemed "outdated" for this purpose), obsolete or otherwise unsaleable at normal
retail price in the ordinary course of business at the Stores, and Buyer shall
have no obligation to purchase any of such inventory. At the Closing, the
parties will append to this Agreement a schedule setting forth the Applicable
Inventory Date and the Effective Time (as defined below) for each of the Stores.
To the extent that the Effective Time does not correspond with the time of the
completion of the physical inventory at any Store, the value of the Inventory at
that Store will be adjusted, based on Seller's purchasing and sales records, to
reflect purchases and sales of inventory between the time of the completion of
the physical inventory and the Effective Time. In any event, Cash on Hand at
each Store will be determined based on an actual count as of the Effective Time.
Representatives of Buyer and Seller will participate jointly in the
determination of Cash on Hand.

     (b) For purposes of this Agreement (including Section 3(a) hereof) the
Inventory will be valued at Seller's cost thereof, determined in the following
manner:

          (i) the cost of Inventory shall be the retail selling price thereof as
of the Applicable Inventory Date less the margin percentage by department for
the Stores as set forth in Section 4(b) of the Disclosure Schedule attached
hereto (determined on the basis of Seller's actual gross margins realized by
department for the fiscal year 2002 through the end of its second quarter),
except that meat (other than processed meat), produce, deli, bakery, seafood,
floral, and supplies shall be valued at their actual cost determined in a manner
consistent with Seller's customary practice.

          (ii) The video tape inventory shall be valued at six dollars ($6.00)
per tape.

          (iii) Supplies will be valued at Seller's actual cost.

                                       5



     (c) The complete inventory prepared by the Inventory Service shall be
prepared in accordance with the usual and customary practices of the industry
and shall show the total cost of Inventory and supplies for each Store
determined in the manner provided above. In the event the parties do not agree
on the value of the Inventory and supplies for any Store because the parties
disagree as to whether certain items are damaged, spoiled, outdated, obsolete or
otherwise unsaleable at normal retail prices in the ordinary course of business
or as to Seller's cost thereof, the opinion of the Inventory Service shall be
final and binding on the parties.

     (d) Buyer shall be given physical possession of each Store and the Business
conducted thereon at the Effective Time (as defined below). All sales made and
expenses incurred after such time shall be for the account of Buyer.

     (e) The transactions contemplated hereby will be closed, and the sale and
purchase of the Purchased Assets thereby consummated, on October 23, 2002
commencing at 9:00 AM (the "Closing" or "Closing Date"). However, the Closing
shall be deemed effective as to each Store as of the opening of business at that
store on the Closing Date or, with respect to a Store that is open 24 hours, at
12:01 a.m. on the Closing Date (the "Effective Time"). This transaction shall be
closed at the offices of Whyte Hirschboeck Dudek S.C., 111 East Wisconsin
Avenue, Milwaukee, Wisconsin or at such other place as the parties may mutually
agree.

     5.   PRORATIONS and ACCRUALS.

     (a) Personal property taxes applicable to the Purchased Assets for the year
(or other period) in which the Effective Time occurs shall be prorated as of the
Effective Time on the basis of the personal property tax bills for the year
2001. Utility charges for the billing periods in which the Effective Time occurs
will be apportioned between Buyer and Seller based on actual meter readings as
of the Effective Time.

     (b) Buyer will be entitled to a credit against the Purchase Price for the
amount of all accrued but unpaid employee bonuses, vacation and sick pay due as
of the Effective Time to the Transferred Employees (as that term is defined in
Section 13). For purposes of this Section 5(b), accrued employee bonuses,
vacation and sick pay for which Buyer will be entitled to a credit will include
that which each Transferred Employee has earned but not used as of the Effective
Time, as well as a pro-rata portion of that which each Transferred Employee has
accrued through the Effective Time, even though the employee may not be entitled
thereto unless he or she would have remained employed by Seller for some
additional time after the Effective Time.

     (c) All costs, charges or prepayments paid or payable by or to Seller under
any Assigned Contracts, as well as the premium for the month of October 2002
under the health insurance policies to be assigned under Section 13(b) below,
will be prorated as of the Applicable Inventory Date.

     6.   REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDERS.

          To induce Buyer to enter into this Agreement, Seller and the
Shareholders, jointly and severally, make the following representations and
warranties:

                                       6



     (a) Corporate Organization. B&H Gold Corporation, Gold's, Inc. and Gold's
Market, Inc. are corporations and Gold's of Mequon, LLC is a limited liability
company, all of which are duly organized and validly existing under the laws of
the State of Wisconsin, all filings necessary for the maintenance of their
existence have been made, and there are no proceedings pending for the
dissolution of any of them. Seller has all requisite power and authority to
carry on the Business as it is now being conducted and to own and lease the
properties and assets they now owns and leases.

     (b) Authorization, Validity. Seller has all requisite corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by Seller's
stockholders or members and Board of Directors or Managers. No other corporate
proceedings on the part of Seller are necessary to authorize this Agreement or
the transactions contemplated hereby, and this Agreement constitutes the valid
and legally binding obligation of Seller, enforceable in accordance with its
terms.

     (c) Compliance. Neither the execution nor delivery of this Agreement by
Seller nor the consummation by Seller of the transactions contemplated hereby,
will result in any violation of or be in conflict with, or constitute a default
under, any provision of Seller's Articles of Incorporation, Articles of
Organization, By-Laws or operating agreement, or any contract, agreement,
security agreement, pledge, document, commitment, instrument, judgment, decree,
order, statute, rule or governmental regulation to which Seller or any
Shareholder is a party or by which they are bound, or which is applicable to
Seller or any Shareholder, the Purchased Assets or the Business, or give any
third party any right to terminate or cancel any such contract, security
agreement, pledge, document, commitment or instrument, or accelerate any
obligation evidenced thereby.

     (d) Good Title. The Purchased Assets (in the case of leased assets,
Seller's leasehold interest therein) are free and clear of all security
interests, encumbrances, liens, mortgages, pledges, charges, conditional sale or
title retention agreements and restrictions, except liens for personal property
taxes not due and payable, and those security interests described in Section
6(d) of the Disclosure Schedule for which full and complete releases will be
obtained by Seller at or prior to the Closing. Except as set forth in Section
6(d) of the Disclosure Schedule, there are no currently effective Uniform
Commercial Code financing statements of record covering any of the Purchased
Assets.

     (e) Leases, Contracts, Etc. All leases, subleases, maintenance agreements,
service agreements and all other agreements of any nature, whether written or
oral, affecting any of the Stores or the Business or the Purchased Assets
("Contracts") are listed on Section 6(e) of the Disclosure Schedule attached
hereto. Said Section 6(e) of the Disclosure Schedule designates those of the
Contracts that are Assigned Contracts. Correct and complete copies of the
Contracts have been provided to Buyer. Each Assigned Contract is in full force
and effect and there has not occurred any event which (with or without the lapse
or passage of time and/or giving of notice) would constitute a default
thereunder by Seller or, to Seller's and the Shareholders' Knowledge, by any
other party.

                                       7



     (f) Inventory. Inventory on hand at each Purchased Store on the Applicable
Inventory Date will not include any amount (either in quantity or value)
representing items that are obsolete, outdated (within the meaning of Section
4(a) hereof), damaged, spoiled or not usable or salable in the ordinary course
of the Business. The quantities and types of items comprising the Inventory are
reasonable in the present circumstances of the Business and consistent with
Seller's historical practices.

     (g) Equipment. Section 6(g) of the Disclosure Schedule is a true, correct
and complete list of all items of machinery, equipment and other personal
property (other than Inventory and supplies, but including leasehold
improvements) owned or leased by Seller as of the date of such list, indicating
in each case whether owned or leased. All of the assets set forth on such list
(or, in the case of leased assets, the leases pursuant to which they are leased)
are included among the Purchased Assets and Seller has not disposed of any such
assets since the date of such list. All of the tangible personal property
included among the Purchased Assets (as well as any property leased pursuant to
any of the Assigned Contracts) is in good operating condition and repair,
ordinary wear and tear excepted, and suitable and adequate, in Seller's opinion,
for the purposes to which it is currently put in the conduct of the Business.

     (h) Financial Statements. Seller has delivered to Buyer copies of the
financial statements of Seller for the calendar years 2000 and 2001 and interim
financial statements for the period ended June 15, 2002 (such financial
statements, including all notes thereto, hereinafter being referred to
collectively as the "Financial Statements)." The Financial Statements (i) have
been prepared from and are consistent with the books and records of the Seller,
(ii) are complete and correct in all material respects, in accordance with
generally accepted accounting principles ("GAAP"), (iii) have been prepared, in
all material respects, in accordance with GAAP consistently applied during the
periods covered thereby (except as provided in clause (iv) of this paragraph),
and (iv) fairly and accurately present the financial condition, results of
operations and cash flows of the Seller as at the dates, and for the periods,
stated therein; provided, that the Financial Statements do not contain footnotes
and other supplementary information in the form required under GAAP, and do not
reflect customary year end adjustments and accruals (including vacation pay),
nor do they reflect adjustments for capitalization of leases.

     (i) Absence of Certain Changes or Events. Since December 29, 2001, Seller
has conducted the Business solely in the ordinary course and consistent with
past practice, and, without limiting the foregoing, except as set forth in
Section 6(i) of the Disclosure Schedule, (i) there has not been any material
adverse change in the financial condition or operation of the Business and no
event has occurred which materially and adversely affects the Business or the
Purchased Assets, (ii) Seller has not waived any rights which are material to
the Business, (iii) there has not been any damage, destruction or loss (whether
or not covered by insurance) which singly or in the aggregate materially and
adversely affects the Purchased Assets or the Business, (iv) Seller has not
entered into or terminated any material agreement, lease, license or commitment
which relates to the Business or the Purchased Assets, (v) Seller has not
disposed of any material assets other than inventory sold in the ordinary course
of business, and (vi) Seller has not made any material change in any method of
accounting or accounting practice.

     (j) Litigation and Other Proceedings. No action, suit, proceeding or
investigation before any court, arbitrator, governmental authority or
instrumentality is pending against Seller

                                       8



or any Shareholder, or to Seller's or any Shareholder's Knowledge is threatened
against Seller or any Shareholder, which involves the Business, the Purchased
Assets or the consummation by Seller of the transactions contemplated by this
Agreement, and, to Seller's and the Shareholders' Knowledge, no valid basis
exists for any such action, suit, proceeding or investigation.

     (k) Fringe Benefit Plans. Section 6(k) of the Disclosure Schedule lists all
employee benefit and fringe benefit plans, practices, policies or arrangements
maintained by Seller, whether formal or informal, including, without limitation,
any bonus, stock option, stock purchase, deferred compensation, pension, profit
sharing, retirement, vacation pay, sick pay, health, dental, disability, life
insurance or other fringe benefit plan or arrangement. Section 6(k) of the
Disclosure Schedule contains a copy of or an accurate and complete description
of each such plan and arrangement. Seller does not have any commitment, whether
formal or informal, to create any such new plan or arrangement not set forth in
Section 6(k) of the Disclosure Schedule.

     (l) Consents and Approvals. Except as set forth on Section 6(l) of the
Disclosure Schedule, no consent, approval or authorization of, or declaration,
filing or registration with, any governmental or regulatory authority or agency,
whether federal, state or local, is required in connection with the execution or
delivery of this Agreement by Seller or the consummation by Seller of any of the
transactions contemplated hereby. Except as set forth in Section 6(l) of the
Disclosure Schedule, no consent of any other entity, agency or person is
required in connection with the execution or delivery of this Agreement by
Seller or the consummation by Seller of any of the transactions contemplated
hereby, including, without limitation, consents from any party to any Contract
(whether or not an Assigned Contract) to which Seller is a party, or which is
applicable to the Business or the Purchased Assets.

     (m) Employees. Set forth on Section 6(m) of the Disclosure Schedule is a
complete list by each Store location of all of Seller's employees (the
"Employees"), both full and part time, their respective wage rates or salaries
and any bonuses paid to them for fiscal 2001 and fiscal 2002 to date.

     (n) Taxes.

          (i) Seller has properly and timely filed all federal, state and local
tax reports and returns required to be filed by it, and all taxes, license fees,
and charges and levies of every kind, character and description (including,
without limitation, those due in respect to their properties, income, franchise,
occupations, licenses, sales and payrolls), as shown by such reports or returns
to be due and payable, or levied, assessed or imposed on the Business or Seller
through the date hereof (except for those which by their terms are not yet due
and payable) have been paid. No taxing authority has asserted against Seller any
claim for the assessment of any additional tax liability.

          (ii) There are no tax liens upon any property or assets of Seller
except liens for current taxes not yet due and payable.

          (iii) No examination or audit of any tax return or report of Seller is
in progress or to Seller's or any Shareholder's Knowledge is contemplated.

                                       9



     (o) Condition of Leased Real Estate. To the Knowledge of Seller and the
Shareholders (provided, that for purposes of this sentence "Knowledge" shall
refer to the knowledge of the Shareholders solely, and shall be defined without
regard to clause (ii) of Section 6(x)), the structures, plants, improvements,
systems and fixtures (including, without limitation, storage tanks or other
impoundment vessels, whether above or below ground) located on the real estate
where the Stores are located (the "Real Estate") conform in all material
respects with all Federal, state and local statutes and laws and all ordinances,
rules, regulations and similar governmental and regulatory requirements. The
same are in good operating condition and repair, ordinary wear and tear
excepted. Except as set forth on Section 6(o) of the Disclosure Schedule, to the
Knowledge of Seller and the Shareholders (provided, that for purposes of this
sentence "Knowledge" shall refer to the knowledge of the Shareholders solely,
and shall be defined without regard to clause (ii) of Section 6(x)), the Real
Estate, in view of the purposes for which it is currently used, conforms in all
material respects with all covenants or restrictions of record and conforms in
all material respects with all applicable building codes and zoning
requirements, and current, valid certificates of occupancy (or equivalent
governmental approvals) have been issued for the Real Estate to the extent
required by law; and neither Seller nor any of the Shareholders is aware of any
proposed material change in any such governmental or regulatory requirements or
in any such zoning requirements. To the Knowledge of Seller and the
Shareholders, all existing electrical, plumbing, fire sprinkler, lighting,
cooling, refrigeration, air conditioning, heating, ventilation, elevator and
other mechanical systems located in or about the Real Estate are in good
operating condition and repair, ordinary wear and tear excepted.

     (p) Employment Practices. During the preceding five (5) years, Seller has
not experienced any significant labor dispute, and there is not currently
threatened or contemplated any strike, slow-down, picketing or work stoppage by
any Employees, or any lock-out by Seller of any employees. Seller is not engaged
in any unfair labor practice, no unfair labor practice complaint has been
asserted or is pending or, to Seller's or the Shareholders' Knowledge, is
threatened against Seller, no grievance or arbitration proceeding is pending or,
to Seller's or the Shareholders' Knowledge, threatened, and there is no claim,
suit or proceeding filed or, to Seller's or the Shareholders' Knowledge,
threatened against Seller, alleging discrimination against any past or present
Employee based on age, sex, national origin, religion or race. Seller has
complied at all times and in all material respects with all laws, statutes,
rules and regulations applicable with respect to employees in every one of the
jurisdictions in which it operates and/or does business. In particular, Seller
has complied at all times and in all material respects with all laws, statutes,
rules and regulations applicable to and/or directed at discriminatory practices
(including, without limitation, discrimination based on race, age, sex or sexual
preference, in particular with respect to employment, equal pay and/or
discharge), labor standards and working conditions, payment of minimum wages and
overtime rates, or otherwise relating to the conduct of employers with respect
to its employees or potential employees, and there have been no claims made or,
to the Knowledge of Seller and the Shareholders, threatened thereunder against
Seller arising out of, relating to or alleging any violation of any of the
foregoing. Seller has complied in all material respects with the employment
eligibility verification form requirements under the Immigration and
Naturalization Act, as amended ("INA"), in recruiting, hiring, reviewing and
documenting prospective employees for employment eligibility verification
purposes and Seller has complied in all material respects with the
record-keeping and reporting provisions and anti-discrimination provisions of
the INA. Seller has complied in material all respects with the Labor Agreements.
Seller has obtained and maintained the employee records

                                       10



and I-9 forms in proper order as required by law. To the Knowledge of Seller and
the Shareholders, Seller is not currently employing any workers unauthorized to
work.

     (q) Environmental Matters.

          (i) Except (in the case of clauses (W) and (Y) of this sentence) for
Hazardous Substances (as hereinafter defined) generated, stored, treated,
manufactured, refined, handled, produced, disposed of or used by Seller in the
ordinary course of its business, in compliance with the requirements of
currently applicable laws, rules and regulations or otherwise in a manner which
would not give rise to any liabilities or obligations under such laws, rules and
regulations, (W) Seller has not caused there to be any Hazardous Substances (as
that term is hereinafter defined) in, on or under any of the Real Estate of such
a nature or to such an extent that they could (1) have a material adverse effect
on the value of such Real Estate, (2) limit the ability of Buyer to conduct
business on such Real Estate, or (3) limit the ability of Buyer (or increase
Buyer's cost) to expand, improve or renovate the buildings and structures on
such Real Estate; (X) to Seller's and the Shareholders' Knowledge none of the
Real Estate is designated, restricted or being investigated by any governmental
authority as a result of the actual or suspected presence, spillage, leakage,
discharge or other emission of Hazardous Substances, nor is there any basis for
any such designation, restriction or investigation; (Y) no Hazardous Substances
have been generated, used, stored, treated, manufactured, refined, handled,
produced or disposed in, on or under, and no Hazardous Substances have been
transported, released or disposed of at, from or to, any of the Real Estate by
Seller or by any persons or agents operating under the control, direction and
supervision of Seller, including, without limitation, all employees, agents and
contractors of Seller; and (Z) neither Seller nor the Shareholders have, within
the preceding 24 months, received any of the following (nor are there any of the
following, regardless of when they were received, currently outstanding or in
effect): any written or oral notice, order, inquiry, investigation,
environmental audit or assessment or any lien, encumbrance, decree, easement,
covenant, restriction, servitude or proceeding concerning, or arising by reason
of, the actual or suspected presence, spillage, leakage, discharge, disposal or
other emission of any Hazardous Substance in, on, under, around, about or in the
vicinity of, or the transportation of any Hazardous Substance at, from or to,
any of the Real Estate.

          (ii) Neither Seller, nor any aspect of the manner in which the
Business is or has been conducted, nor any Store premises (except for conditions
present on the Real Estate at the time Seller took possession of the same) is in
violation of, or subject to any liabilities as a result of any past or current
violations by Seller of, any existing federal, state or local law (including
common law), statute, ordinance, rule or regulation of any federal, state or
local governmental authority relating to occupational health and safety or
relating to pollution or protection of the environment, including, without
limitation, statutes, laws, ordinances, rules and regulations relating to the
emission, generation, discharge, spillage, leakage, storage, off-site dumping,
release or threatened release of Hazardous Substances into ambient air, surface
water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Substances (collectively, "Environmental Laws").

          (iii) For purposes of this Agreement, the term "Hazardous Substance"
shall mean any product, substance, chemical, contaminant, pollutant, effluent,
waste or other material

                                       11



whose presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, emission, discharge, spill, release or
effect, either by itself or in combination with other materials located on any
of the Real Estate, is either: (a) regulated or monitored by any governmental
authority or (b) defined or listed in, or otherwise classified pursuant to, any
statute, law, ordinance, rule or regulation applicable to the Real Estate or the
Business as "hazardous substances," "hazardous materials," "hazardous wastes,"
"infectious wastes" or "toxic substances". Hazardous Substances shall include,
but not be limited to, (a)(A) any "hazardous substance" as defined in the
Comprehensive Environmental Response, Compensation and Liability Act, (B) any
"regulated substance" as defined in the Solid Waste Disposal Act or (C) any
substance subject to regulation pursuant to the Toxic Substances Control Act, as
such laws are now in effect or may be amended through the Effective Time and any
rule, regulation or administrative or judicial policy statement, guideline,
order or decision under such laws, (b) petroleum and refined petroleum products,
(c) asbestos, asbestos-containing products, and presumed asbestos-containing
material (as defined in 29 CFR 1910.1001(b), (d) flammable explosives, (e)
radioactive materials, (f) radon, (g) polychlorinated biphenyls, whether
contained or not, and (h) any other substance that is regulated or classified as
hazardous or toxic under any federal, state or local law, statute, ordinance,
rule or regulation.

     (r) All Necessary Assets. Except for the Excluded Assets, the Purchased
Assets comprise all of the assets, properties and rights (including, without
limitation, intellectual property rights and any data processing equipment,
software and/or data files) required to operate the Business in the manner in
which it has heretofore been operated by Seller.

     (s) Compliance with Laws. Seller has complied in all material respects with
all applicable laws and statutes and all ordinances, codes, rules, regulations,
judgments, orders, injunctions, writs or decrees of any Federal, state, local or
foreign court or any governmental body or agency thereof to which Seller may be
subject or which are applicable to or otherwise affect the operations, Business
or assets of Seller, including, without limitation, rules or regulations of the
Food and Drug Administration and similar state, local and foreign agencies
(including, without limitation, all product labeling requirements thereof).
Neither Seller nor any of the Shareholders has, within the preceding 24 months,
received any notice alleging any such violation (nor is any such notice,
regardless of when it was received, still in effect or outstanding), nor does
Seller or any of the Shareholders have any Knowledge of any inquiry,
investigation or proceeding relating thereto.

     (t) Permits and Licenses. Seller has in force and effect, and has complied
with all of the conditions and requirements imposed by, all material permits,
licenses, exemptions, consents, authorizations and approvals used in or required
for the conduct of its Business as currently conducted ("Licenses and Permits").
Section 6(t) of the Disclosure Schedule contains a list by each Store location
of all Licenses and Permits currently used in the Business or required for the
conduct of the Business as currently conducted. Neither Seller nor any of the
Shareholders has received any notice of, nor has any Knowledge of, any intention
on the part of any appropriate authority to cancel, revoke or modify, or any
inquiries, proceedings or investigations the purpose or possible outcome of
which is the cancellation, revocation or modification of any such material
permit, license, exemption, consent, authorization or approval.

                                       12



     (u) Intellectual Property. Section 6(u) of the Disclosure Schedule sets
forth a complete and correct list of all of the following owned (as indicated)
or used by Seller in any jurisdiction and all of the same are valid, subsisting
and not expired: (i) patents and patent applications, (ii) registered and
unregistered trademarks, service marks, logos, Internet domain names, trade
names and business names and applications to register the foregoing, (iii)
registered and unregistered copyrights and applications to register copyrights,
and (iv) computer software (other than computer software that is regularly and
commercially available ) (collectively, the "Intangible Rights"). There are no
licenses, agreements or commitments outstanding or effective granting any other
person any right to use, operate under, license or sublicense, or otherwise
concerning, the Intangible Rights. To the Knowledge of Seller and the
Shareholders (it being acknowledged that Seller has not conducted any search for
potentially conflicting uses of any trade name or other Intangible Rights), no
aspect of the Business (including, without limitation, the use of the Intangible
Rights) conflicts with any intellectual property or similar rights of others,
and neither Seller nor the Shareholders has received any notice, allegation or
assertion from any other person to that effect. To the Knowledge of Seller and
the Shareholders (it being acknowledged that Seller has not conducted any search
for potentially conflicting uses of any trade name or other Intangible Rights),
there is no material infringement or violation by any other person of Seller's
rights in any of the Intangible Rights.

     (v) Brokers' Fees. Seller and the Shareholders have no liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement for which the Buyer
could become liable or obligated.

     (w) Computer Software. Except as disclosed in Section 6(w) of the
Disclosure Schedule, all computer programs and software owned by Seller or used
by Seller in the conduct of the Business and material to the conduct of the
Business (i) are regularly and commercially available without restriction on an
"over-the-counter" or "off-the-shelf" basis and have been so acquired by Seller
and (ii) have not been written or designed or materially modified specifically
for Seller. All computer software used by Seller or installed on any computers
owned or used by Seller is either (i) owned by Seller or (ii) used pursuant to
valid and effective licenses from the owners thereof. Seller is not in breach or
default under any of such licenses, and has not received any notice suggesting
or alleging that any such breach or default has occurred or that Seller is using
or has used any computer software without an appropriate license therefor.

     (x) Knowledge of Seller and Shareholders. For those warranties and
representations set forth in this Section 6 which are qualified by reference to
the Seller's and or the Shareholders' "awareness" or "Knowledge", the Seller and
the Shareholders shall be deemed to have knowledge and be aware of (i) any
matter, fact, or thing that is, as of the date hereof or the Closing Date,
actually known to any Shareholder or to any officer of director of the Seller;
and (ii) any matter, fact or thing which reasonably should be known by any
Shareholder after "due inquiry" by such Shareholder, taking into account any and
all roles or positions which such Shareholder may hold with the Seller and any
and all duties and responsibilities he or she may have vis-a-vis the Seller and
its business. For this purpose, "due inquiry" shall include a review of the
accounting and financial records and books of account of the Seller; a review of
the Seller's regularly maintained files and records relating to its assets,
liabilities, and business; a review of the minute books and stock records of the
Seller; a visual inspection of the Seller's Real Property and tangible personal
property; and an inquiry of the managers of Stores and

                                       13



Seller's principal law firm and outside accounting firm.

     7. REPRESENTATIONS AND WARRANTIES OF BUYER AND ROUNDY'S. To induce Seller
and the Shareholders to enter into this Agreement, Buyer makes the following
representations, warranties and agreements:

     (a) Corporate Organization. Buyer and Roundy's are each corporations duly
organized and validly existing under the laws of the State of Wisconsin, all
filings necessary for the maintenance of their corporate existence have been
made, and there are no proceedings pending for their dissolution. Buyer and
Roundy's have all requisite corporate power and corporate authority to carry on
their businesses as they are now being conducted and to own and lease the
properties and assets they now own and lease.

     (b) Authorization; Validity. Buyer and Roundy's each have all requisite
corporate power and authority to enter into this Agreement and to carry out
their obligations hereunder, and the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by their Boards of Directors. No other corporate proceedings on the
part of Buyer or Roundy's are necessary to authorize this Agreement or the
transactions contemplated hereby and this Agreement constitutes the valid and
legally binding obligation of Buyer and Roundy's, enforceable in accordance with
its terms.

     (c) Litigation. There are no lawsuits, claims or other proceedings pending
or threatened against Buyer or Roundy's which would adversely affect Buyer's or
Roundy's ability to perform their obligations hereunder.

     8. CONDUCT OF BUSINESS PRIOR TO CLOSING. Seller and the Shareholders,
jointly and severally, represent, warrant and covenant that from the date of
this Agreement through the Effective Time, except with the prior written consent
of Buyer or as otherwise specifically provided for by this Agreement, Seller
shall:

     (a) carry on the Business in the normal and ordinary course in a manner
consistent with the manner in which the Business has heretofore been conducted
(including but not limited to maintaining the Stores and all leasehold
improvements and equipment contained therein in good condition, repair and
working order);

     (b) not enter into any material contract (other than for purchases of
inventory in the usual and ordinary course of business upon terms consistent
with past practices);

     (c) not encumber any of the Purchased Assets or enter into any transaction
or make any commitment relating to the Purchased Assets or the Business, other
than in the usual and ordinary course of business;

     (d) not hire any additional employees (except in the ordinary course of
business and consistent with past practices) or grant any increase in the
salaries or rates of pay of any employee (except for normal periodic merit or
seniority increases under existing agreements or established policies and
practices of Seller and consistent in amount and timing with Seller's

                                       14



prior practices), establish any new retirement or fringe benefit plan or grant
any increase in benefits under any existing plan;

     (e) maintain all of its property, casualty, liability and other insurance
in effect as of the date hereof through the Closing Date; and

     (f) promptly pay when and as due all taxes, license fees, charges,
franchises and contributions required to be paid by Seller to governmental
agencies or taxing authorities, with respect to the operation of the Business
through the Effective Time.

     9. CONDITIONS TO OBLIGATIONS OF BUYER AND ROUNDY'S. Each and every
obligation of Buyer and Roundy's under this Agreement to be performed at or
before the Closing shall be subject to the satisfaction, at or before the
Closing, of each of the following conditions, unless waived in writing by Buyer:

     (a) Representations and Warranties True. Each and every representation and
warranty of Seller and the Shareholders contained in Section 6 hereof, and in
each certificate and other document delivered or to be delivered by Seller or
its representatives pursuant hereto or in connection with the transactions
contemplated hereby, shall be true and accurate as of the date when made and as
of the Effective Time and the Closing Date as though such representation and
warranty were made by Seller and the Shareholders at the Effective Time and at
the Closing Date.

     (b) Performance. Seller and the Shareholders shall have performed and
complied with each and every covenant, obligation and condition required by this
Agreement to be performed or complied with by them at or prior to the Closing.

     (c) No Proceedings or Litigation. As of the Closing, no suit, action,
investigation, inquiry or other proceeding by or before any court or
governmental body or other regulatory or administrative agency or commission
shall be threatened, instituted or pending which questions the validity or
legality of this Agreement or the consummation of the transactions contemplated
hereby.

     (d) No Injunction. As of the Closing Date, there shall not be any effective
injunction, writ, preliminary restraining order or any order of any nature
issued by a court, governmental or regulatory agency directing that the
transactions provided for herein or any of them not be consummated as so
provided or imposing any condition on the consummation of any of the
transactions contemplated hereby.

     (e) Consents, Approvals, Permits, Etc. All consents, authorizations,
approvals, exemptions, licenses or permits of, or registrations, qualifications,
declarations or filings with, any governmental body or agency thereof that are
required in connection with the sale and transfer of the Purchased Assets to the
Buyer pursuant to this Agreement and the consummation of the transactions
contemplated hereby shall have been duly obtained or made in form and substance
reasonably satisfactory to the Buyer and its counsel and shall be effective at
and as of the Closing Date.

                                       15



     (f) Third Party Consents. Seller shall have obtained and delivered to Buyer
executed written consents of any third parties to the sale of the Purchased
Assets to Buyer hereunder ("Third Party Consents") which may be required
pursuant to any agreement or arrangement to which Seller or any Shareholder is a
party, including, without limitation, such documents as may be necessary to
terminate any liens, security interests, encumbrances or other interests of
third parties in or to the Purchased Assets and consents to the assignment by
Seller to Buyer of the material Assigned Contracts. Such consents to assignment
shall also confirm that such party whose consent is being obtained is not in
default thereunder, that Seller is not in default thereunder, and that the
Assigned Contract is in full force and effect and will remain so after its
assignment to Buyer.

     (g) Permits, Licenses. Buyer shall have received all necessary permits,
licenses, consents, approvals and the like from third parties and governmental
and administrative agencies necessary for Buyer's conduct of the Business as
presently conducted.

     (h) Estoppel Certificates. Buyer shall have received a consent or estoppel
certificate in form and substance satisfactory to Buyer in its reasonable
discretion from the landlord under each of the leases for the Stores (the
"Estoppel Certificate"), to the extent the landlord's consent thereunder is
required.

     (i) Termination and Release Agreement. Roundy's, Seller and the
Shareholders shall have entered into an agreement among them, in form and
substance satisfactory to them and their respective counsel, whereby all
agreements (including the "Pick `N Save" trademark license and supply
agreements) entered into between the parties (or their affiliates) prior to the
date hereof are terminated and the parties mutually release each other from and
against any and all claims, demands, causes of action, liabilities, costs,
expenses, or obligations (other than those arising out of this Agreement) that
any party may have against any other arising out of or relating to the Existing
Agreements or the business relationships existing between the parties (the
"Termination and Release Agreement"). The Termination and Release Agreement will
not apply to the obligation of any party to pay any amount due to the other
party in the ordinary course of business and relating to the purchase of
merchandise by Seller from Roundy's or its affiliates, including, by way of
example, the purchase price of merchandise purchased by Seller; rebates,
discounts and allowances due Seller by Roundy's; and similar matters;

     (j) No Material Adverse Change. There shall have been no material adverse
change in the financial condition, results of operations, cash flows, assets,
liabilities, business or operations of the Seller during the period between
December 29, 2001 and the last Applicable Inventory Date, except for such
changes as are attributable solely to acts or omissions of Buyer after each
Store's Applicable Inventory Date;

     (k) Employee Census Data. Seller shall have delivered to Buyer, at least
two weeks prior to Closing, a list by each Store location of all of the
Employees, both full and part time, including their respective wages or
salaries, and any other employee-related information that Buyer may reasonably
request for the purpose of entering the Transferred Employees into Buyer's
payroll system, complying with applicable employment and employment tax laws and
regulations, and similar purposes;

                                       16



     (l) New Labor Agreements. Buyer and the union representing Seller's
employees (the "Union") shall have negotiated and entered into new collective
bargaining agreements ("New Union Agreements"), replacing the Labor Agreements.
With respect to pay scale and seniority, the terms thereof shall be
substantially equivalent to those of the existing Labor Agreements, provided
that (i) the terms relating to employees' health insurance will be changed to
provide for insurance through a self-insured plan maintained by Buyer and (ii)
Buyer will not be obligated to contribute to the Union's multi-employer pension
plan.

     (m) Deliveries at or Prior to Closing. Seller shall have delivered or
caused to be delivered to Buyer the following at or prior to the Closing, all in
form reasonably satisfactory to Buyer's counsel:

          (i) copies of resolutions of Seller's Board of Directors and its
shareholders, and manager(s) and/or member(s), authorizing the execution,
delivery and performance by Seller of this Agreement and the consummation by
Seller of the transactions contemplated hereby, and authorizing Seller's
officers, employees and agents to carry out and perform the terms and provisions
hereof, certified by the corporate secretary of Seller.

          (ii) a closing certificate from the President or a Vice President of
Seller certifying the fulfillment of the conditions set forth in this Section.

          (iii) a legal opinion from Seller's counsel in form and substance
mutually agreed upon by the parties.

          (iv) a certificate of status of Seller issued by the Department of
Financial Institutions of the State of Wisconsin, dated not more than ten (10)
days prior to the Closing Date.

          (v) documents in form and substance satisfactory to Buyer to amend
Seller's Articles of Incorporation and Articles of Organization to eliminate
from Seller's corporate names the words "Gold" and "Gold's" and any other words
or terms confusingly similar thereto.

          (vi) the Third Party Consents.

          (vii) a consulting agreement between Buyer and Robert Gold in
substantially the form attached hereto as Exhibit 9(l)(vii) (the "Gold
Consulting Agreement").

          (viii) all other instruments and documents required by this Agreement
to be delivered by Seller or the Shareholders to Buyer, and such other
instruments and documents which Buyer or its counsel may reasonably request not
inconsistent with the provisions hereof so as to effectively transfer to Buyer
all of Seller's right, title and interest in and to the Purchased Assets as
provided by this Agreement, including, without limitation:

               (A)  a warranty bill of sale for the Purchased Assets;

               (B)  an assignment of the Assigned Contracts;

               (C)  assignments of the Intellectual Property;

                                       17



               (D)  certificates of title to any vehicles included among the
                    Purchased Assets.

     10. CONDITIONS TO OBLIGATIONS OF SELLER. Each and every obligation of
Seller under this Agreement to be performed at or before the Closing shall be
subject to the satisfaction, at or before the Closing, of each of the following
conditions, unless waived in writing by Seller:

     (a) Representations and Warranties True. Each and every representation and
warranty of Buyer and Roundy's contained in Section 7 hereof, and in each
certificate and other document delivered or to be delivered by Buyer or Roundy's
or its representatives pursuant hereto or in connection with the transactions
contemplated hereby, shall be true and accurate as of the date when made and as
of the Closing Date as though such representation and warranty were made by
Buyer and Roundy's on the Closing Date.

     (b) Performance. Buyer and Roundy's shall have performed and complied with
each and every covenant, obligation and condition required by this Agreement to
be performed or complied with by them at or prior to the Closing.

     (c) No Proceedings or Litigation. As of the Closing, no suit, action,
investigation, inquiry or other proceeding by or before any court or
governmental body or other regulatory or administrative agency or commission
shall be threatened, instituted or pending which questions the validity or
legality of this Agreement or the consummation of the transactions contemplated
hereby.

     (d) No Injunction. As of the Closing Date, there shall not be any effective
injunction, writ, preliminary restraining order or any order of any nature
issued by a court, governmental or regulatory agency directing that the
transactions provided for herein or any of them not be consummated as so
provided or imposing any condition on the consummation of any of the
transactions contemplated hereby.

     (e) Consents, Approvals, Permits, Etc. All consents, authorizations,
approvals, exemptions, licenses or permits of, or registrations, qualifications,
declarations or filings with, any governmental body or agency thereof that are
required in connection with the sale and transfer of the Purchased Assets to the
Buyer pursuant to this Agreement and the consummation of the transactions
contemplated hereby shall have been duly obtained or made in form and substance
reasonably satisfactory to the Seller and its counsel and shall be effective at
and as of the Closing Date.

     (f) Deliveries at Closing. Buyer shall have delivered to Seller at the
Closing:

          (i) that portion of the Purchase Price payable at the Closing;

          (ii) the Termination and Release Agreement, duly executed by Buyer and
Roundy's, as appropriate;

          (iii) a closing certificate from the President or a Vice President of
Buyer and Roundy's certifying the fulfillment of the conditions set forth in
this Section;

                                       18



          (iv) a legal opinion from Roundy's counsel in form and substance
mutually agreed upon by the parties;

          (v) the Gold Consulting Agreement, duly executed by Buyer.

     11. CONFIDENTIALITY AND NONCOMPETITION.

     (a) Buyer, Roundy's, the Shareholders and Seller shall, and shall each
cause their respective representatives to, keep the financial terms of this
Agreement and of the transactions contemplated hereby confidential, both prior
to and after the Closing, except that Roundy's may disclose the financial terms
of the transaction (i) to the extent required under applicable state and federal
securities laws and regulations applicable to it and its corporate parent, and
(ii) to its equity investors, institutional lenders, and the holders of its debt
securities, to the extent reasonably requested by them. Immediately following
the execution hereof, Buyer and Seller shall jointly make a press release in a
form mutually agreeable to the parties. Except as provided in this paragraph,
and without limiting the generality of the foregoing, without the prior written
consent of the Buyer, no disclosure (either prior to or after the Closing) shall
be made by the Seller, the Shareholders or their representatives relating to the
financial terms of this Agreement or of the transactions contemplated hereby.

     (b) Seller and each of the Shareholders hereby covenant and agree with
Buyer and Roundy's that for the five (5) year period following the Closing, they
will not, directly or indirectly, as a principal, agent, owner, employee,
trustee, beneficiary, distributor, partner, co-venturer, officer, director,
shareholder or in any other capacity:

          (i) engage, own, operate, manage, join, finance, control or
participate in the ownership, management, operation or control of, or be paid or
employed by or acquire any securities of, or otherwise become associated with or
provide assistance to any entity, business, activity or enterprise (other than
as a 5% or less shareholder of a publicly held corporation) which is engaged
within the state of Wisconsin in the business of selling at retail groceries or
other products typically sold at full line grocery stores;

          (ii) divert or attempt to divert any business from Buyer or Roundy's
or their affiliates or engage in any act which causes or is likely to cause any
present or future customer or supplier of the Business to discontinue or curtail
its business with Buyer or Roundy's or their affiliates or to do business with
another entity, business, activity or enterprise; or

          (iii) solicit, cause or seek to cause any employee of the Business to
terminate, curtail or otherwise modify his employment relationship with Buyer or
Roundy's or their affiliates for the purpose of entering into an employment or
other relationship with Seller or any entity, firm, business activity or
enterprise with which Seller is affiliated.

     (c) Seller and the Shareholders acknowledge and agree that the restrictions
set forth in this Section 11 are founded on valuable consideration and are
reasonable in duration and geographic area in view of the circumstances under
which this Agreement is executed and that such restrictions are necessary to
protect the legitimate interests of Buyer and Roundy's. In the event that any
provision of this Section 11 is determined to be invalid by any court of
competent jurisdiction, the provisions of this Section 11 shall be deemed to
have been amended and the

                                       19



parties agree to execute any documents and take whatever action is necessary to
evidence such amendment, so as to eliminate or modify any such invalid provision
and to carry out the intent of this Section 11 so as to render the terms of this
Section 11 enforceable in all respects as so modified.

     (d) Seller and the Shareholders acknowledge and agree that irreparable
injury may result to Buyer and Roundy's in the event Seller or any of the
Shareholders breaches any covenant contained in this Section 11, and that the
remedy at law for the breach of any such covenant will be inadequate. Therefore,
if Seller or any of the Shareholders engages or threatens to engage in any act
in violation of the provisions of this Section 11, Buyer and Roundy's shall be
entitled, in addition to such other remedies as may be available to it at law or
under this Agreement, to injunctive relief to enforce the provisions of this
Section 11.

     12. FURTHER ASSURANCES; BOOKS AND RECORDS.

     (a) From time to time after the Closing, Seller shall, without cost to
Buyer, execute and deliver to or cause to be executed and delivered to Buyer
such other and further transfer documents and instruments, and take such other
action as Buyer may reasonably request to carry out more effectively the sale of
the Purchased Assets contemplated by this Agreement and to protect Buyer's
right, title and interest in and enjoyment of the Purchased Assets and the
Business.

     (b) Following the Closing, for a period of five (5) years, Seller will
preserve those of its books, records, files and other materials which are not
part of the Purchased Assets hereunder but that relate to the operation of the
Stores and/or the Purchased Assets, and will make the same available to Buyer,
during reasonable times and upon reasonable advance notice, for Buyer's
inspection and copying, for purposes reasonably related to Buyer's operation of
the Business and/or ownership of the Purchased Assets.

     13. EMPLOYEES.

     (a) Termination by Seller and Hiring By Buyer. Seller shall terminate all
of the Employees immediately prior to the Effective Time. Buyer will offer
reasonably equivalent employment to substantially all of the store level
Employees. For purposes of this Agreement, the phrase "substantially all" and
"affected employees" are defined as provided in Section 109.07 of the Wisconsin
Statutes and the regulations thereunder. Buyer shall offer employment to a
sufficient number of Employees so as to ensure that (assuming all such offers of
employment are accepted, and further assuming that no Employees lose their
employment with Seller) a notice is not required to be given under the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101, et. seq.
(the "WARN" Act"). The Employees hired by Buyer as of the Closing Date are
referred to herein as "Transferred Employees."

     (b) Health Insurance. Buyer will provide coverage to the Transferred
Employees under Buyer's employee health insurance plans effective immediately
after the Closing Date. To provide that coverage initially, Seller will retain
its group health insurance policies in place and those policies will be assigned
to Buyer as of the Effective Time (provided that Seller and the Shareholders
make no representation or warranty regarding the assignability of such policies
or

                                       20



the effect of such assignment). Buyer will be responsible for the payment of all
premiums thereunder for periods commencing November 1, 2002.

     14. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNITY.

     (a) Survival. All representations and warranties of a party contained in
this Agreement or in any certificate or other document delivered pursuant hereto
shall survive the Closing Date (regardless of any investigation by the other
party to this Agreement) for a period of three (3) years following the Closing,
except for the representations and warranties contained in Subsections 6(a),
(b), (c), (d) and (l) which shall survive indefinitely, and those contained in
Subsection 6(n) which shall survive until the expiration of the applicable
statutes of limitations (the period of survival of any representation or
warranty being referred to as its "Survival Period").

     (b) General. From and after the Closing, the parties shall indemnify each
other as provided in this Section 14. The party seeking indemnification is
sometimes referred to herein as the "Indemnified Party" and the party from which
indemnification is sought is sometimes referred to as the "Indemnifying Party."
The remedies provided in this Section 14 shall be cumulative and shall not
preclude the assertion by either party hereto of any other rights or the seeking
of any other remedies against the other party hereto.

     (c) Seller's and Shareholders' Indemnification Covenants. Seller and the
Shareholders, jointly and severally, will indemnify Buyer and Roundy's and their
affiliates and hold them harmless from and against any and all liabilities,
demands, claims, suits, proceedings, actions or causes of action, assessments,
losses, penalties, costs, damages and expenses, including reasonable attorneys'
and expert witness fees (collectively, "Damages"), sustained or incurred by
Buyer or Roundy's or their affiliates as a result of, arising out of or
incidental to:

          (i) any breach or inaccuracy of any representation or warranty made by
Seller or any Shareholder in this Agreement or in any certificate or other
document or instrument delivered by Seller or any Shareholder to Buyer or
Roundy's in connection with the transactions contemplated hereby;

          (ii) any failure of Seller or any Shareholder to comply with, or any
breach or nonfulfillment by Seller or any Shareholder of, any covenant of Seller
or the Shareholders set forth in this Agreement or in any certificate or other
document or instrument delivered by Seller or any Shareholder to Buyer or
Roundy's in connection with the transactions contemplated hereby;

          (iii) any failure of Seller or any Shareholder to timely pay, perform
or discharge when due any liability or obligation of Seller (including, without
limitation, any tax liabilities, including sales and withholding tax
liabilities; whether or not the representation and warranty contained in Section
6(n) is breached), except for the Contract Liabilities and Assumed Employee
Accruals expressly assumed by Buyer hereunder;

          (iv) any failure of Seller to comply with the requirements of any bulk
sales or bulk transfer law; and

                                       21



          (v) any act or omission of Seller occurring prior to the Effective
Time including, without limitation, any liability for any infringement of the
intellectual property rights of others by Seller or by any of Seller's
Intangible Rights, to the extent such liability relates to time periods prior to
the Effective Time (whether or not the representation and warranty contained in
Section 6(u) hereof is breached.

     (d) Buyer's Indemnification Covenants. Buyer and Roundy's, jointly and
severally, will indemnify Seller and the Shareholders for and hold them harmless
from and against any and all liabilities, demands, claims, suits, proceedings,
actions or causes of action, assessments, losses, penalties, costs, damages and
expenses, including reasonable attorneys' and expert witness fees (collectively,
"Damages"), sustained or incurred by Seller or the Shareholders as a result of,
arising out of or incidental to:

          (i) any breach or inaccuracy of any representation or warranty made by
Buyer or Roundy's in this Agreement or in any certificate or other document or
instrument delivered by Buyer or Roundy's to Seller or the Shareholders in
connection with the transactions contemplated hereby;

          (ii) any failure of Buyer or Roundy's to comply with, or any breach or
nonfulfillment by Buyer or Roundy's of any covenant of Buyer or Roundy's set
forth in this Agreement or in any certificate or other document or instrument
delivered by Buyer or Roundy's to Seller or the Shareholders in connection with
the transactions contemplated hereby; or

          (iii) any failure of Buyer to timely pay, perform or discharge any of
the liabilities of Seller expressly assumed by Buyer hereunder.

     (e) Claims for Indemnification.

          (i) Promptly upon an Indemnified Party's obtaining knowledge of any
facts causing it to believe that it has or will have a claim for indemnification
against any Indemnifying Party or Parties hereunder, the Indemnified Party shall
give written notice of such claim to the Indemnifying Party or Parties. Such
written notice shall set forth the nature and (to the extent then known) the
amount of Damages incurred by or threatened against the Indemnified Party.
Notwithstanding the foregoing, the right of indemnification hereunder shall not
be affected by any failure of the Indemnified Party to give or by its delay in
giving such notice unless, and then only to the extent that, the rights of the
Indemnifying Party are prejudiced as a result of such failure or delay.

          (ii) The Indemnified Party shall tender to the Indemnifying Party the
defense of any claim, suit, proceeding, action or assessment brought by any
third party (hereinafter "Third Party Claim"). Failure by the Indemnifying Party
to notify the Indemnified Party of its election to defend any such Third Party
Claim within ten (10) days after the Indemnified Party's notice to the
Indemnifying Party of the same shall be deemed a waiver by the Indemnifying
Party of its right so to defend. If the Indemnifying Party assumes such defense,
the obligations of the Indemnifying Party hereunder as to such Third Party Claim
shall include taking all steps reasonably necessary in the defense or settlement
thereof and holding the Indemnified Party harmless from and against any and all
Damages sustained or incurred by the Indemnified Party

                                       22



which result from, arise out of or are incidental to any settlement approved by
the Indemnifying Party or any judgment in connection therewith. Legal counsel
engaged by the Indemnifying Party to defend such claim shall be reasonably
acceptable to the Indemnified Party. Except with the written consent of the
Indemnified Party, the Indemnifying Party, in the defense of any such Third
Party Claim, shall not consent to the entry of any judgment against or adversely
affecting the Indemnified Party (other than a judgment of dismissal on the
merits and without costs) or enter into any settlement unless such settlement
provides that the Indemnified Party is fully released by the third party as to
such Third Party Claim.

          (iii) If the Indemnifying Party does not assume the defense of any
such Third Party Claim as provided herein, the Indemnified Party may defend
against such Third Party Claim in such manner as the Indemnified Party deems
advisable or appropriate and may settle such Third Party Claim or consent to the
entry of judgment with respect thereto upon such terms as it deems advisable or
appropriate, and in such event the Indemnifying Party shall promptly reimburse
the Indemnified Party for the amount of such settlement or judgment and for any
and all Damages sustained or incurred by the Indemnified Party which result
from, arise out of or are incidental to the defense or settlement of such Third
Party Claim.

     (f) Limitations on Claims.

          (i) Time Limitations. An Indemnified Party shall not be entitled to
indemnification pursuant to this Section 14 with respect to any claim for
indemnification pursuant to subparagraph 14(c)(i) or Subparagraph 14(d)(i)
unless written notice of such claim is given by the Indemnified Party to the
Indemnifying Party within the applicable Survival Period.

          (ii) Indemnification Threshold. Notwithstanding anything to the
contrary herein and except as provided in Section 14(f)(iii) below, any claim by
an Indemnified Party against any Indemnifying Party under Sections 14(c)(i) or
14(d)(i) shall be payable by the Indemnifying Party only in the event and to the
extent that the accumulated amount of all claims against such Indemnifying Party
shall exceed the amount of Fifty Thousand Dollars ($50,000) in the aggregate
(the "Indemnification Threshold"). In applying the Indemnification Threshold,
the Seller and the Shareholders shall be considered to be one "Indemnifying
Party." At such time as the aggregate amount of claims against an Indemnifying
Party shall exceed the Indemnification Threshold, such party shall thereafter be
liable on a dollar-for-dollar basis for the full amount of all further claims
beyond the Indemnification Threshold. Further, the Indemnification Threshold
shall not apply in the case of any single claim or series of related claims that
itself or themselves exceed the Indemnification Threshold (provided, that the
Indemnification Threshold shall continue to be available for all other claims to
which this sentence does not apply).

          (iii) Zero-Threshold Claims. Notwithstanding the preceding Section
14(f)(ii), claims related to a breach of the representations and warranties
contained in Subsections 6(a), (b), (c), and (d) ("Zero-Threshold Claims") shall
not be subject to the Indemnification Threshold, but shall be payable on a
dollar-for-dollar basis without any exclusion therefor or limitation thereon.

     15. GENERAL PROVISIONS.

                                       23



     (a) Amendment and Modification. This Agreement may be amended, modified and
supplemented prior to the Closing only by written agreement of the parties
hereto or as otherwise provided herein.

     (b) Waiver of Compliance. Any failure of Buyer or Roundy's or Seller or the
Shareholders to comply with any obligation, covenant, agreement or condition
contained herein may be expressly waived in writing by an officer of Seller or
an officer of Buyer, respectively, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or condition shall
not operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.

     (c) Fees and Expenses. Whether or not the transactions contemplated by this
Agreement are consummated, and except as otherwise provided in this Agreement,
all fees and expenses incurred by a party in connection with this Agreement
shall be borne by such party, including, without limitation, all fees of its
counsel, consultants and accountants; provided, however, that Seller shall be
liable for and pay all sales taxes, transfer taxes, and recording fees incurred
in connection with the transactions contemplated by this Agreement

     (d) Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given when personally delivered or when sent by U.S. certified or
registered mail, postage prepaid:

               If to Buyer or to Roundy's, to:

                  Roundy's, Inc.
                  23000 Roundy Drive
                  Pewaukee, WI  53072
                  ATTN: Edward G. Kitz, Vice President, Secretary and Treasurer

               with a copy to:

                  Whyte Hirschboeck Dudek S.C.
                  111 East Wisconsin Avenue, Suite 2100
                  Milwaukee, WI 53202
                  ATTN: John F. Emanuel

or to such other person or address as Buyer or Roundy's shall furnish to Seller
and the Shareholders in writing in accordance with this Section.

               If to Seller or to the Shareholders, to:

                  Gold's Management, Inc.
                  486 Lakeside Court
                  Grafton, WI 53024
                  ATTN: Robert Gold

               with a copy to:

                                       24



                  Fox, O'Neill & Shannon SC
                  622 North Water Street, #500
                  Milwaukee, WI 53202
                  ATTN: William R. Soderstrom

or to such other person or address as Seller or the Shareholders shall furnish
to Buyer and Roundy's in writing in accordance with this Section.

     Notwithstanding the foregoing, written notice given in any manner shall
nonetheless be effective upon its actual receipt by the party or parties
entitled thereto.

     (e) Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other party, whether by
operation of law or otherwise; provided that Buyer may assign its rights and
delegate its duties and obligations hereunder with respect to the purchase of
one or more of the Stores to one or more affiliates of Buyer, provided further
that no such assignment or delegation by Buyer shall relieve Buyer or Roundy's
of any of their obligations or liabilities hereunder.

     (f) Governing Law. This Agreement and the legal relations among the parties
hereto shall be governed by and construed in accordance with the internal laws
of the State of Wisconsin.

     (g) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     (h) Roundy's Guaranty. Roundy's hereby guarantees the full, prompt and
complete performance by Buyer of each and every obligation of Buyer under this
Agreement.

     (i) Entire Agreement. This Agreement, including the Disclosure Schedule and
Exhibits hereto, and together with the Sublease Terminations, the Termination
and Release Agreement, and the other documents and certificates delivered
pursuant to the terms hereof, set forth the entire agreement and understanding
of the parties hereto in respect of the subject matter contained herein, and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of either party hereto.

     (j) Severability. The invalidity of any provision of this Agreement or
portion of a provision shall not affect the validity of any other provision of
this Agreement or the remaining portion of the applicable provision.

     (k) Captions. The section and paragraph headings contained in this
Agreement are for convenience only and shall not be deemed to affect the meaning
or interpretation of any provision of this Agreement.

                                       25



     (l) No Third Party Beneficiaries. Neither this Agreement nor any provision
hereof, nor any statement, schedule, certificate, instrument or other document
delivered or to be delivered pursuant hereto, nor any agreement entered into or
to be entered into pursuant hereto or any provision thereof, is intended to
create any right, claim or remedy in favor of, or impose any obligation upon,
any person or entity other than the parties hereto and their respective
successors, personal representatives, executors, heirs, beneficiaries, and
permitted assigns.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

SELLER:

GOLD'S CORPORATION                         GOLD'S, INC.


By: /s/ Robert S. Gold                     By: /s/ Robert S. Gold
    ------------------------------------       ---------------------------------
    Robert S. Gold, President                  Robert S. Gold, President


GOLD'S MARKET, INC.                        GOLD'S OF MEQUON, LLC


By: /s/ Robert S. Gold                     By: /s/ Robert S. Gold
    ------------------------------------       ---------------------------------
    Robert S. Gold, President                  Robert S. Gold, Manager


BUYER:                                     ROUNDY'S:

MEGA MARTS, INC.                           ROUNDY'S, INC.


By: /s/ Edward G. Kitz                     By: s/ Edward G. Kitz
    ------------------------------------       ---------------------------------
    Edward G. Kitz, Vice President             Edward G. Kitz, Vice President,
    and Secretary                              Secretary and Treasurer


SHAREHOLDERS:


/s/ Robert S. Gold                         /s/ Helga Gold
- ----------------------------------------   -------------------------------------
Robert S. Gold                             Helga Gold

                                       26



LIST OF OMITTED EXHIBITS AND SCHEDULES TO ASSET PURCHASE AGREEMENT DATED OCTOBER
18, 2002, BY AND AMONG B&H GOLD CORPORATION, GOLD'S, INC., GOLD'S MARKET, INC.,
GOLD'S OF MEQUON, LLC, MEGA MARTS, INC. AND ROUNDY'S, INC.

                               DISCLOSURE SCHEDULE

Section 1(b)(iii)   Non-Operating Assets

Section 1(e)        Sublease Prorations

Section 3(c)        Individual Store Allocation

Section 4(b)        Margin Percentage by Department for the Stores

Section 6(d)        Security Interests

Section 6(e)        Assigned Contracts/Leases, Subleases, Contracts and
                    Agreements

Section 6(g)        List of Equipment

Section 6(i)        Absence of Certain Changes or Events

Section 6(k)        Employee Benefit and Fringe Benefit Plans

Section 6(l)        Consents and Approvals

Section 6(m)        List of Employees

Section 6(o)        Condition of Leased Real Estate

Section 6(t)        Permits and Licenses

Section 6(u)        Intellectual Property

Section 6(w)        Computer Software

THE ABOVE-DESCRIBED EXHIBITS AND SCHEDULES ARE OMITTED FROM THIS FILING PURSUANT
TO ITEM 601(B)(2) OF REGULATION S-K. THE REGISTRANT, ROUNDY'S, INC., HEREBY
AGREES TO FURNISH A COPY OF SUCH EXHIBITS AND SCHEDULES TO THE COMMISSION UPON
REQUEST

                                       27

EX-5.1

                                                                     Exhibit 5.1


                                KIRKLAND & ELLIS
                PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

                             200 East Randolph Drive
                             Chicago, Illinois 60601

                                 (312) 861-2000                     Facsimile:
                                                                  (312) 861-2200

                                 January 28, 2003

Roundy's, Inc.
and each of the Guarantors
of the Exchange Notes
23000 Roundy Drive
Pewaukee, WI  53072

          Re:  REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

     We are issuing this opinion letter in our capacity as special legal counsel
to Roundy's, Inc., a Wisconsin corporation (the "Issuer"), and each of the other
guarantors listed on Schedule A hereto (such guarantors are hereinafter referred
to as the "Guarantors" and the Guarantors, together with the Issuer, are
hereinafter referred to as the "Registrants"), in connection with the proposed
registration by the Issuer of $75,000,000 in aggregate principal amount of the
Issuer's 8 7/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant
to a Registration Statement on Form S-4 filed with the Securities and Exchange
Commission (the "Commission") on January 28, 2003, under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuer under the Exchange Notes will be guaranteed by the
Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to indentures (as amended and supplemented from time to time,
collectively the "Indenture"), dated as of June 6, 2002, between the Issuer, the
Guarantors and BNY Midwest Trust Company, as trustee. The Exchange Notes and the
Guarantees are to be issued in exchange for and in replacement of the Issuer's
Senior Notes due 2012 (the "Old Notes"), of which $75,000,000 in aggregate
principal amount is outstanding.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Articles of Incorporation and By-Laws of the
Registrants, (ii) minutes and records of the corporate proceedings of the
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

         For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as



Roundy's, Inc.
and each of the Guarantors
January 28, 2003
Page 2

Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others.

     Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.

     Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(iii) the Exchange Notes have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the holders thereof
in exchange for the Old Notes, the Exchange Notes and the Guarantees will be
validly issued and binding obligations of the Issuer and Guarantors,
respectively.

     We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.

     Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or



Roundy's, Inc.
and each of the Guarantors
January 28, 2003
Page 3

supplement this opinion should the present laws of the States of New York or
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.


                                   /s/ Kirkland & Ellis

                                       KIRKLAND & ELLIS




Roundy's, Inc.
and each of the Guarantors
January 28, 2003
Page 4


                                    SCHEDULE A

Cardinal Foods, Inc.

Holt Public Storage, Inc.

Insurance Planners, Inc.

I.T.A., Inc.

Jondex Corp.

Kee Trans, Inc.

Mega Marts, Inc.

Midland Grocery of Michigan, Inc.

Pick `n Save Warehouse Foods, Inc.

Ropak, Inc.

Rindt Enterprises, Inc.

Scot Lad Foods, Inc.

Scot Lad-Lima, Inc.

Shop-Rite, Inc.

Spring Lake Merchandise, Inc.

The Copps Corporation

The Midland Grocery Company

Ultra Mart Foods, Inc.

Village Market, LLC

EX-5.2

                                                                     Exhibit 5.2

                  [LETTERHEAD OF WHYTE HIRSCHBOECK DUDEK S.C.]


                                January 28, 2003

Roundy's, Inc.,
  Holt Public Storage, Inc.
  Insurance Planners, Inc.
  I.T.A., Inc.
  Jondex Corp.
  Kee Trans, Inc.
  Mega Marts, Inc.
  Pick 'n Save Warehouse Foods, Inc.
  Ropak, Inc.
  Rindt Enterprises, Inc.
  Scot Lad Foods, Inc.
  Shop-Rite, Inc.
  The Copps Corporation
  Ultra Mart Foods, Inc.

     We are issuing this opinion letter in our capacity as special counsel for
Roundy's, Inc., a Wisconsin corporation (the "Issuer") and as special counsel to
each of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc.,
Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick 'n Save Warehouse Foods,
Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite,
Inc., The Copps Corporation, and Ultra Mart Foods, Inc., which are all of the
subsidiaries of the Issuer that are organized under the laws of the State of
Wisconsin (the "Wisconsin Guarantors") in connection with the proposed
registration by the Issuer of $75,000,000 in aggregate principal amount of the
Issuer's 8 7/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant
to a Registration Statement on Form S-4 to be filed with the Securities and
Exchange Commission (the "Commission") on or about January 28, 2003, under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement, as
amended or supplemented, is hereinafter referred to as the "Registration
Statement").

     The obligations of the Issuer under the Exchange Notes will be guaranteed
by certain subsidiaries of the Issuer, including the Wisconsin Guarantors
(collectively, including such guarantees as are issued by non-Wisconsin
Guarantors, the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to indentures (as amended and supplemented from time to time,
collectively the "Indenture"), dated as of June 6, 2002, between the Issuer, the
Guarantors and BNY Midwest Trust Company, as trustee. The Exchange Notes and the
Guarantees are to be issued in exchange for and in replacement of the Issuer's
Senior Notes due 2012 (the "Old Notes"), of which $75,000,000 in aggregate
principal amount is outstanding.




                                                                 Roundy's, Inc.,
                                                            Wisconsin Guarantors
                                                                January 28, 2003
                                                                          Page 2
- --------------------------------------------------------------------------------


     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, certificates of
public officials, corporate and other records, and other instruments as we have
deemed necessary for the purposes of this opinion, including (i) the Articles of
Incorporation and By-Laws of the Issuer and each of the Wisconsin Guarantors
(collectively hereinafter referred to as the "Wisconsin Registrants"), (ii)
Certificates of Status issued by the Wisconsin Department of Financial
Institutions as to the corporate status of each of the Wisconsin Registrants;
(iii) minutes and records of the corporate proceedings of the Wisconsin
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees issued by the Wisconsin Guarantors, (iv) the Indenture, and (v) the
Registration Statement.

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of
all documents submitted to us as copies and the authenticity of the originals of
all documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Wisconsin Registrants and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Wisconsin Registrants. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Wisconsin Registrants and others.

     Based upon and subject to the assumptions, qualifications and limitations
expressed herein:

     1.   Each of the Wisconsin Registrants is a corporation validly existing
          under the laws of the State of Wisconsin.

     2.   Each of the Wisconsin Registrants has the requisite corporate power
          and authority to execute and deliver the Indenture and to perform its
          obligations thereunder.

     3.   The execution and delivery of the Indenture by each of the Wisconsin
          Registrants and the performance of its obligations thereunder, has
          been duly authorized by each such Wisconsin Registrant, and does not
          conflict with such Wisconsin Registrant's Articles of Incorporation,
          bylaws or any applicable provision of Wisconsin law or require any
          consent of any governmental authority of the State of Wisconsin.

     We hereby consent to the filing of this opinion with the commission as
Exhibit 5.2 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.



                                                                 Roundy's, Inc.,
                                                            Wisconsin Guarantors
                                                                January 28, 2003
                                                                          Page 3
- --------------------------------------------------------------------------------


     Our advice on every legal issue addressed in this letter is based
exclusively on the law of the State of Wisconsin.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Wisconsin be changed by legislative action, judicial
decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis may rely upon
this opinion to the same extent as if it were an addressee hereof.

                                        WHYTE HIRSCHBOECK DUDEK S.C.



                                        By: /s/ Andrew J. Guzikowski
                                            ------------------------------------
                                            Andrew J. Guzikowski

EX-5.3

              [LETTERHEAD of Vorys, Sater, Seymour and Pease LLP]

                                                                     Exhibit 5.3

                                January 28, 2003

Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072


     We have acted as special local counsel for Scot Lad-Lima, Inc., an Ohio
corporation ("Scot Lad-Lima"), The Midland Grocery Company, an Ohio corporation
("Midland"), and Spring Lake Merchandise, Inc., an Ohio corporation
("Merchandise" and, together with Scot Lad-Lima and Midland, the "Guarantors"),
in connection with the Guarantors proposed guarantees, along with guarantees
issued by the other guarantors under the Indenture (as defined below), of
$75,000,000 in aggregate principal amount of 8 7/8% Senior Subordinated Notes
due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued
by Roundy's, Inc., a Wisconsin corporation (the "Issuer"), pursuant to a
Registration Statement on Form S-4, originally filed with the Securities and
Exchange Commission (the "Commission") on January 28, 2003, under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, as
supplemented or amended to the date hereof, is hereinafter referred to as the
"Registration Statement"). The obligations of the Issuer under the Exchange
Notes will be guaranteed by the Guarantors (the "Guarantees"), as well as by
other guarantees issued by other guarantors under the Indenture. The Exchange
Notes and the Guarantees are to be issued pursuant to the Indenture, dated as of
June 6, 2002, among the Issuer, the Guarantors and BNY Midwest Trust Company
(the "Indenture").

In connection with this opinion, we have examined originals or certified,
conformed or reproduction copies of, and have relied upon the accuracy of,
without independent verification or investigation, the following (and only the
following): (i) copies of the Articles of Incorporation and the Regulations of
the Guarantors, as provided to us by counsel to the Issuer on January 24, 2003
and January 27, 2003, respectively, (ii) copies of the resolutions adopted by
the Board of Directors of each of the Guarantors with respect to the issuance of
the Guarantees, as provided to us by counsel to the Issuer on January 24, 2003,
(iii) Certificates of Good Standing, dated January 23, 2003, issued by the
Secretary of State of the State of Ohio, with respect to each of the Guarantors,
and (iv) the Indenture.



              [LETTERHEAD of Vorys, Sater, Seymour and Pease LLP]

Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
January 28, 2003
Page 2




     In our examinations, we have assumed (i) the genuineness of all signatures,
the conformity to original documents of all documents submitted to us as copies
and the authenticity of such originals of such latter documents; (ii) the due
authorization, completion, execution, and acknowledgment as indicated thereon
and delivery by all parties thereto, except for the Guarantors, of all documents
and instruments (including, without limitation, the Indenture) and of the
consideration recited therein; (iii) that each of the parties, other than the
Guarantors, to the Indenture has the full power, authority and legal right under
its charter and other governing documents, corporate, trust or other (as
appropriate) legislation, and applicable laws and regulations to execute and
perform its obligations under all documents and instruments executed by it in
connection with the transactions which are the subject of the Indenture and the
Registration Statement; (iv) that the Indenture constitutes the legal, valid and
binding obligation of each of the parties thereto, enforceable against each in
accordance with its terms; and (v) that the Articles of Incorporation and the
Regulations of each of the Guarantors and the resolutions adopted by the Board
of Directors of each of the Guarantors reviewed by us have not been amended,
modified or rescinded, and no action in contemplation of the dissolution or
liquidation of any of the Guarantors has been taken by any of the shareholders,
directors or officers of any of the Guarantors.

     We have made no examination of the character, organization, activities or
authority of any party, other than the Guarantors, to the Indenture or any other
document, agreement or instrument which might have any effect upon our opinions
expressed herein, and we have neither examined, nor do we opine upon, any
provision or matter to the extent that the examination or opinion would require
a financial, mathematical or accounting calculation or determination.

     As used herein, the phrase "duly authorized" refers and is limited to the
Ohio General Corporation Law and the Articles of Incorporation and the
Regulations of each Guarantor.

     Subject to the assumptions, qualifications and limitations which are
identified in this letter, we advise you that:

     1.   Each of the Guarantors is a corporation existing and in good standing
          under the laws of the State of Ohio.

     2.   Each of the Guarantors has the requisite corporate power and authority
          to execute and deliver the Indenture and to perform its obligations
          thereunder.

     3.   The execution and delivery of the Indenture by each of the Guarantors,
          and the performance of its obligations thereunder, has been duly
          authorized by each such Guarantor, and does not conflict with such
          Guarantor's Articles of Incorporation





              [LETTERHEAD of Vorys, Sater, Seymour and Pease LLP]

Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
January 28, 2003
Page 3




         or Regulations or any applicable provision of state law or require any
         consent of any governmental authority.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.3 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

         The opinions expressed above are subject to the following additional
qualifications:

         We express no opinion as to (i) the enforceability of the Indenture or
(ii) the availability or realization of any of the remedies provided for or
otherwise set forth therein or applicable thereto.

         All of our opinions are subject to the limitations, if any, of Title 11
U.S.C., as amended, and of the applicable insolvency, reorganization, moratorium
or other laws affecting the enforcement of creditors' rights generally and by
principles of equity. In addition, certain remedial and other provisions of the
Indenture may be limited by (i) implied covenants of good faith, fair dealing
and commercially reasonable conduct, (ii) judicial discretion, in the instance
of multiple or equitable remedies, and (iii) public policy considerations or
court decisions which may limit the rights of parties to obtain indemnification
or contribution or to receive compensation in excess of actual loss or
reasonable expenses.

         We have not conducted requisite factual or legal examinations, and
accordingly we express no opinion, with respect to the application, if any, of
laws concerning or promulgated by (a) industries the operations, financial
affairs or profits of which are regulated by the United States or the State of
Ohio, to wit, banks and thrift institutions, insurance and utilities under Title
49 of the Revised Code of Ohio ("R.C."); (b) fraudulent dispositions or
obligations (Chapter 1336, R.C. and Section 1313.56, R.C.); (c) federal, state
or foreign securities laws or compliance with any disclosure requirement or any
prohibition against fraud or misrepresentation; (d) political subdivisions of
the State of Ohio; or (e) any taxes or tax effects.

         The opinions expressed herein are limited to the laws of the State of
Ohio having effect on the date hereof, and we express no opinion as to the laws
of any other jurisdiction.

         This letter speaks as of the time of its delivery on the date it bears.
We do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which we did not have knowledge at that time,
by reason of any change subsequent to that time



              [LETTERHEAD of Vorys, Sater, Seymour and Pease LLP]

Scot Lad-Lima, Inc.
The Midland Grocery Company
Spring Lake Merchandise, Inc.
January 28, 2003
Page 4





in any law other governmental requirement or interpretation thereof covered by
any of our opinions or advice, or for any other reason.

         This letter may be relied upon by the addressees only for the purpose
cited in the initial paragraph of this letter in response to which it has been
delivered. Without our written consent: (i) the opinions express herein may not
be relied upon, assigned, quoted or otherwise used in any manner or for any
purpose other than for the purpose set forth hereinabove; (ii) this letter may
not be cited or quoted in any financial statement, offering memorandum, private
placement memorandum or other similar document other than as set forth above in
connection with the Registration Statement; (iii) this letter may not be cited
or quoted in any other document or communication which might encourage reliance
upon this letter by any person or for any purpose excluded by the restrictions
in this paragraph; and (iv) copies of this letter may not be furnished to anyone
for purposes of encouraging such reliance. The foregoing notwithstanding,
Kirkland & Ellis, counsel to the Issuer, may rely on this opinion to the same
extent as if it were an addressee hereof.

                                       Respectfully submitted,

                                       VORYS, SATER, SEYMOUR AND PEASE LLP

                                       /s/ Vorys, Sater, Seymour and Pease LLP

EX-5.4

                                                                     Exhibit 5.4

                [LETTERHEAD OF Mika Meyers Beckett & Jones PLC]

                                January 27, 2003

Midland Grocery of Michigan, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072

       Re: Registration Statement on Form S-4

Ladies and Gentlemen:

       We are issuing this opinion letter in our capacity as special legal
counsel to Midland Grocery of Michigan, Inc., a Michigan corporation (the
"Guarantor"), in connection with the Guarantor's proposed guarantee, along with
the other guarantors under the Indenture (as defined below), of an additional
$75,000,000 in aggregate principal amount of 8 7/8% Senior Subordinated Notes,
due 2012, Series B (the "Exchange Notes"). The Exchange Notes are to be issued
by Roundy's, Inc., a Wisconsin corporation (the "Issuer"), pursuant to a
Registration Statement on Form S-4, originally filed with the Securities and
Exchange Commission (the "Commission") on January 28, 2003, under the Securities
Act of 1933, as amended (the "Act"). Such Registration Statement, as
supplemented or amended, is hereinafter referred to as the "Registration
Statement"). The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantor (the "Guarantee"). The Exchange Notes and the
Guarantee are to be issued pursuant to the Indenture (as supplemented, the
"Indenture"), dated as of June 6, 2002, among the Issuers, the Guarantor, the
other guarantors under the Indenture, and BNY Midwest Trust Company.

       In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of only the following items: (i) the
Articles of Incorporation and By-Laws of the Guarantor, (ii) minutes and records
of the corporate proceedings of the Guarantor with respect to the issuance of
the Guarantee, (iii) the Registration Statement and (iv) the Indenture.



Midland Grocery of Michigan, Inc.
January 27, 2003
Page 2

          For purposes of this opinion, we have assumed the authenticity of all
     documents submitted to us as originals, the conformity to the originals of
     all documents submitted to us as copies and the authenticity of the
     originals of all documents submitted to us as copies. We have also assumed
     the legal capacity of all natural persons, the genuineness of the
     signatures of persons signing all documents in connection with which this
     opinion is rendered, the authority of such persons signing on behalf of the
     parties thereto other than the Guarantor and the due authorization,
     execution and delivery of all documents by the parties thereto other than
     the Guarantor. We have also assumed that any interest charged, taken or
     received in connection with all obligations of the Issuer under the
     Exchange Notes (including all amounts deemed to be interest under the laws
     of Michigan whether or not specifically designated as "interest") will not,
     at any time while any portion of the Exchange Notes is outstanding, either
     (A) exceed the rate of 25% simple interest per annum, or (B) with respect
     to interest on due but unpaid installments of interest, exceed the rate of
     10% if stated, or 7% if unstated, simple interest per annum. As to any
     facts material to the opinions expressed herein which we have not
     independently established or verified, we have relied upon statements and
     representations of officers and other representatives of the Guarantor and
     others.

          Our opinion expressed below is subject to the qualifications that we
     express no opinion as to the applicability of, compliance with, or effect
     of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
     fraudulent conveyance, moratorium or other similar law affecting the
     enforcement of creditors' rights generally, (ii) general principles of
     equity (regardless of whether enforcement is considered in a proceeding in
     equity or at law), (iii) public policy considerations which may limit the
     rights of parties to obtain certain remedies, (iv) laws, regulations and
     policies concerning state and local emergency, (v) laws, regulations and
     policies concerning judicial deference to acts of sovereign states, (vi)
     criminal and civil forfeiture laws, and (vii) any law other than the laws
     of the State of Michigan and the Michigan case law decided thereunder.

          Based upon the foregoing, and subject to the limitations,
     qualifications and assumptions set forth herein, we are of the opinion
     that:

          1.   The Guarantor is duly incorporated, validly existing and in good
               standing under the laws of the State of Michigan.

          2.   The Guarantor has the requisite corporate power and authority to
               execute and deliver the Indenture and to perform its obligations
               thereunder.

          3.   The execution and delivery of the Indenture by the Guarantor, and
               the performance of its obligations thereunder, has been duly
               authorized by the Guarantor, and does not conflict with the
               Guarantor's articles of incorporation, bylaws or any applicable



Midland Grocery of Michigan, Inc.
January 27, 2003
Page 3

          provision of Michigan law or require any consent of any Michigan
          governmental authority.

     We hereby consent to the filing of this opinion with the commission as
Exhibit 5.4 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. This
opinion is limited in all respects to laws of the State of Michigan and facts
existing on the date hereof, and we do not undertake to advise you, or to revise
or supplement this opinion, with respect to any changes in such facts or laws of
the State of Michigan which may occur after the date hereof by legislative
action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis may rely upon
this opinion to the same extent as if it were an addressee hereof.

                              Yours very truly,


                              Mika Meyers Beckett & JONES PLC

EX-5.5

                         [LETTERHEAD OF Baker & Daniels]

                                                                     Exhibit 5.5

                                January 28, 2003

Village Market, LLC
23000 Roundy Drive
Pewaukee, Wisconsin 53072

         Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

         We are issuing this opinion letter in our capacity as Indiana counsel
to Village Market, LLC, an Indiana limited liability company, (the "Guarantor"),
in connection with the Guarantor's proposed guarantee, along with the other
guarantors under the Indenture (as defined below), of $75,000,000 in aggregate
principal amount of 8 7/8% Senior Subordinated Notes, due 2012, Series B (the
"Exchange Notes"). The Exchange Notes are to be issued by Roundy's, Inc., a
Wisconsin corporation (the "Issuer"), pursuant to a Registration Statement on
Form S-4, filed with the Securities and Exchange Commission (the "Commission")
on January 28, 2003, under the Securities Act of 1933, as amended (the "Act")
such Registration Statement, as supplemented or amended, is hereinafter referred
to as the "Registration Statement"). The obligations of the Issuer under the
Exchange Notes will be guaranteed by the Guarantor (the "Guarantee"), along with
other guarantors. The Exchange Notes and the Guarantees are to be issued
pursuant to the Indenture (as supplemented, the "Indenture"), originally dated
as of June 6, 2002, as supplemented and amended, among the Issuer, the
Guarantors and BNY Midwest Trust Company.

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents, corporate
records and other instruments (i) the Articles of Organization and Operating
Agreement of the Guarantor, (ii) a written consent of Members of the Guarantor
together with a written consent of the board of directors of the Guarantor's
manager, each with respect to the issuance of the Guarantees, (iii) the
Registration Statement and (iv) the Indenture.

         For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Guarantors and the due authorization, execution
and delivery of all documents by the parties thereto other than the Guarantors.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Guarantors and
others.

         Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies (iv) any law except the laws of the State of Indiana and the
Indiana case law decided thereunder and (v) the "Blue Sky" laws and regulations
of Indiana.

         Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that:



              1. The Guarantor is organized and existing under the laws of the
         State of Indiana.

              2. The Guarantor has the requisite power and authority as a
         limited liability company to execute and deliver the Indenture and to
         perform its obligations thereunder.

             3. The execution and delivery of the Indenture by the Guarantor,
         and the performance of its obligations thereunder, has been duly
         authorized by Guarantor, and does not conflict with such Guarantor's
         Articles of Organization, Operating Agreement or any applicable
         provision of Indiana law or require any consent of any Indiana
         governmental authority.

         This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Indiana be changed by legislative action, judicial decision
or otherwise.

         This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis may rely upon
this opinion to the same extent as if it were an addressee hereof.

         We hereby consent to the filing of this opinion with the commission as
Exhibit 5.5 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

                               Sincerely,

                               \s\ Baker & Daniels

EX-10.1

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

================================================================================

                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 17, 2002
                                  by and among

                                 Roundy's, Inc.
                                    as Issuer

                   The Guarantors listed on Schedule A hereto

                                       and

                            Bear, Stearns & Co. Inc.,
                            CIBC World Markets Corp.
                              as Initial Purchasers

================================================================================



     This Registration Rights Agreement (this "Agreement") is made and entered
into as of December 17,, 2002 by and among Roundy's, Inc., a Wisconsin
corporation (the "Company" and the "Issuer"), the Company's domestic
subsidiaries listed on Schedule A (the "Guarantors"), and Bear, Stearns & Co.
Inc. and CIBC World Markets Corp. (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Company's 8 7/8% Series A Senior Subordinated Notes due 2012 (the "Series A
Notes") pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated December
12, 2002, (the "Purchase Agreement"), by and among the Company, the Guarantors
and the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Series A Notes, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section
7 of the Purchase Agreement. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to them in the Indenture, dated June 6,
2002, between the Company, the Guarantors and BNY Midwest Trust Company, as
Trustee, relating to the Series A Notes and the Series B Notes (the
"Indenture").

     The parties hereby agree as follows:

SECTION 1. DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     Act: The Securities Act of 1933, as amended.

     Affiliate: As defined in Rule 144 of the Act.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Certificated Securities: Definitive Notes, as defined in the Indenture.

     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Series B Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Company to the Registrar under the
Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.

     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Consummation Deadline: As defined in Section 3(b) hereof.

     Exchange Effectiveness Deadline: As defined in Section 3(a) hereof.

     Exchange Filing Deadline: As defined in Sections 3(a) hereof.

     Exchange Offer: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

     Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to
sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, to certain "accredited investors,"
as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D
under the Act and pursuant to Regulation S under the Act.

     Holders: As defined in Section 2 hereof.

     Person: Means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     Prospectus: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Company and the
Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

     Regulation S: Regulation S promulgated under the Act.

     Rule 144: Rule 144 promulgated under the Act.

     Series B Notes: The Company's 8 7/8% Series B Senior Subordinated Notes due
2012 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii)
as contemplated by Section 4 hereof.

                                       2



     Shelf Effectiveness Deadline: As defined in Section 4(a) hereof.

     Shelf Filing Deadline: As defined in Sections 4(a) hereof.

     Shelf Registration Statement: As defined in Section 4 hereof.

     Suspension Notice: As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     Transfer Restricted Securities: Each (A) Series A Note, until the earliest
to occur of (i) the date on which such Series A Note has been exchanged by a
Person other than a Broker-Dealer for a Series B Note in the Exchange Offer;
(ii) following the exchange by a Broker-Dealer in the Exchange Offer of a Series
A Note for a Series B Note, the date on which such Exchange Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus; (iii) the date on which such Series A Note has
been effectively registered under the Act and disposed of in accordance with the
Shelf Registration Statement (and the purchasers thereof have been issued Series
B Notes) or (iv) the date on which such Series A Note is distributed to the
public pursuant to Rule 144 under the Act.

SECTION 2. HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3. REGISTERED EXCHANGE OFFER

     (a) Unless the Exchange Offer shall not be permitted by applicable federal
law or Commission policy (after the procedures set forth in Section 6(a)(i)
hereof have been complied with), the Company and the Guarantors shall (i) cause
the Exchange Offer Registration Statement to be filed with the Commission as
soon as practicable after the Closing Date, but in no event later than 90 days
after the Closing Date (such 90th day being the "Exchange Filing Deadline"),
(ii) use its reasonable best efforts to cause such Exchange Offer Registration
Statement to be declared effective by the Commission on or prior to 180 days
after the Closing Date (such 180th day being the "Exchange Effectiveness
Deadline"), (iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Exchange Offer Registration Statement as may be necessary in
order to cause it to become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement pursuant to Rule 430A
under the Act and (C) cause all necessary filings, if any, in connection with
the registration and qualification of the Series B Notes to be made under the
Blue Sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer
Registration Statement, commence and, within the time period set forth in
Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer shall be
on the appropriate form permitting (i) registration of the Series B Notes to be
offered in exchange for the Series A Notes that are Transfer Restricted
Securities and (ii) resales of Series B Notes by Broker-Dealers that tendered
into the Exchange Offer Series A Notes that such Broker-Dealer acquired for its
own account as a result of market making activities or other trading activities

                                       3



(other than Series A Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) hereof.

     (b) The Company and the Guarantors shall use their respective reasonable
best efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Series B Notes shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use their respective reasonable best efforts to cause the Exchange Offer
to be Consummated within 30 days after the date on which the Exchange Offer
Registration Statement was declared effective by the Commission (such 30th day
being the "Exchange Consummation Deadline").

     (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and Section 6(c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the Exchange Consummation Deadline or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto. The Company and the
Guarantors shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request at any time during such
period.

                                       4



SECTION 4. SHELF REGISTRATION

     (a) Shelf Registration. If (i) the Company and the Guarantors are not (A)
required to file the Exchange Offer Registration Statement or (B) permitted to
Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company prior to the
20th Business Days following the Consummation of the Exchange Offer that (A)
such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Series A Notes acquired directly from the Company or any
of its Affiliates, then the Company and the Guarantors shall:

     (x) use their reasonable best efforts to cause to be filed, on or prior to
90 days after the earlier of (i) the date on which the Company determines that
the Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) of this Section 4 and (ii) the date on which the Company receives the
notice specified in clause (a)(ii) of this Section 4, (such 90th day after the
earlier date, the "Shelf Filing Deadline"), a shelf registration statement
pursuant to Rule 415 under the Act, which may be an amendment to the Exchange
Offer Registration Statement (the "Shelf Registration Statement"), relating to
all Transfer Restricted Securities, and

     (y) use their respective reasonable best efforts to cause such Shelf
Registration Statement to become effective on or prior to 180 days after the
Shelf Filing Deadline (such 180th day the "Shelf Effectiveness Deadline").

     If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) hereof, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) of this Section 4), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) of this
Section 4; provided that, in such event, the Company shall remain obligated to
meet the Shelf Effectiveness Deadline set forth in clause (y) of this Section 4.

     To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their respective best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 6(b) and Section (c) hereof and in conformity with the requirements
of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
(as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

                                       5



     (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or Item 508 of Regulation S-K, as applicable,
of the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5. LIQUIDATED DAMAGES

     If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the Exchange Filing Deadline or the Shelf
Filing Deadline, as applicable, (ii) any such Registration Statement has not
been declared effective by the Commission on or prior to the Exchange
Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iii)
the Exchange Offer has not been Consummated on or prior to the Exchange
Consummation Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself declared effective immediately (each such
event referred to in clauses (i) through (iv) above, a "Registration Default"),
then the Company and the Guarantors hereby jointly and severally agree to pay to
each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase by an additional $.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Company and the
Guarantors shall in no event be required to pay liquidated damages for more than
one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

                                       6



     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

SECTION 6. REGISTRATION PROCEDURES

     (a) Exchange Offer Registration Statement. In connection with the Exchange
Offer, the Company and the Guarantors shall (x) comply with all applicable
provisions of Section 6(c) hereof, (y) use their respective best efforts to
effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

          (i) If, following the date hereof there has been announced a change in
     Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company and the Guarantors hereby agree to seek
     a no-action letter or other favorable decision from the Commission allowing
     the Company and the Guarantors to Consummate an Exchange Offer for such
     Transfer Restricted Securities. The Company and the Guarantors hereby agree
     to pursue the issuance of such a decision to the Commission staff level. In
     connection with the foregoing, the Company and the Guarantors hereby agree
     to take all such other actions as may be requested by the Commission or
     otherwise required in connection with the issuance of such decision,
     including without limitation (A) participating in telephonic conferences
     with the Commission, (B) delivering to the Commission staff an analysis
     prepared by counsel to the Company setting forth the legal bases, if any,
     upon which such counsel has concluded that such an Exchange Offer should be
     permitted and (C) diligently pursuing a resolution (which need not be
     favorable) by the Commission staff.

          (ii) As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company and the Guarantors (which may be contained in
     the letter of transmittal contemplated by the Exchange Offer Registration
     Statement) to the effect that (A) it is not an Affiliate of the Company,
     (B) it is not engaged in, and does not intend to engage in, and has no
     arrangement or understanding with any person to participate in, a
     distribution of the Series B Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Series B Notes in its ordinary course of business.
     As a condition to its participation in the Exchange Offer each Holder using
     the Exchange Offer to participate in a distribution of the Series B Notes
     shall acknowledge

                                       7



     and agree that, if the resales are of Series B Notes obtained by such
     Holder in exchange for Series A Notes acquired directly from the Company or
     an Affiliate thereof, it (1) could not, under Commission policy as in
     effect on the date of this Agreement, rely on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991), as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and similar no-action letters (including, if applicable, any
     no-action letter obtained pursuant to clause (i) above), and (2) must
     comply with the registration and prospectus delivery requirements of the
     Act in connection with a secondary resale transaction and that such a
     secondary resale transaction must be covered by an effective registration
     statement containing the selling security holder information required by
     Item 507 or Item 508, as applicable, of Regulation S-K.

          (iii) Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantors
     are registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and, if applicable, any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation that neither the Company nor any
     Guarantor has entered into any arrangement or understanding with any Person
     to distribute the Series B Notes to be received in the Exchange Offer and
     that, to the best of the Company's and each Guarantor's information and
     belief, each Holder participating in the Exchange Offer is acquiring the
     Series B Notes in its ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the
     Series B Notes received in the Exchange Offer and (C) any other undertaking
     or representation required by the Commission as set forth in any no-action
     letter obtained pursuant to clause (i) above, if applicable.

     (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Guarantors shall (i) comply with all the
provisions of Section 6(c) hereof and use their respective reasonable best
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof (as indicated in the information furnished to
the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company
and the Guarantors will prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted Securities
in accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof, and

          (ii) issue, upon the request of any Holder or purchaser of Series A
     Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes having an aggregate principal amount equal to the
     aggregate principal amount of Series A Notes sold pursuant to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Series B Notes on the Shelf Registration Statement
     for this purpose and issue the Series B Notes to the purchasers of

                                       8



     securities subject to the Shelf Registration Statement in the names as such
     purchasers shall designate.

     (c) General Provisions. In connection with any Registration Statement and
any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

          (i) use their respective reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements for the period specified in Section 3 or Section 4 of
     this Agreement, as applicable. Upon the occurrence of any event that would
     cause any such Registration Statement or the Prospectus contained therein
     (A) to contain an untrue statement of material fact or omit to state any
     material fact necessary to make the statements therein not misleading or
     (B) not to be effective and usable for resale of Transfer Restricted
     Securities during the period required by this Agreement, the Company and
     the Guarantors shall file promptly an appropriate amendment to such
     Registration Statement curing such defect, and, if Commission review is
     required, use their respective reasonable best efforts to cause such
     amendment to be declared effective as soon as practicable.

          (ii) prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or Section 4 hereof, as the case
     may be; cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

          (iii) advise each Holder promptly and, if requested by such Holder,
     confirm such advice in writing, (A) when the Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     any applicable Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Act or of the
     suspension by any state securities commission of the qualification of the
     Transfer Restricted Securities for offering or sale in any jurisdiction, or
     the initiation of any proceeding for any of the preceding purposes and (D)
     of the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement in order to make
     the statements therein not misleading, or that requires the making of any
     additions to or changes in the Prospectus in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading. If at any time the Commission shall issue any stop order
     suspending the

                                       9



     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the Company
     and the Guarantors shall use their respective best efforts to obtain the
     withdrawal or lifting of such order at the earliest possible time;

          (iv) subject to Section 6(c)(i) hereof, if any fact or event
     contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
     prepare a supplement or post-effective amendment to the Registration
     Statement or related Prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of Transfer Restricted Securities, the
     Prospectus will not contain an untrue statement of a material fact or omit
     to state any material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;

          (v) furnish to each Holder in connection with such exchange or sale,
     if any, before filing with the Commission, copies of any Registration
     Statement or any Prospectus included therein or any amendments or
     supplements to any such Registration Statement or Prospectus (including all
     documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review and
     comment of such Holders in connection with such sale, if any, for a period
     of at least five Business Days, and the Company will not file any such
     Registration Statement or Prospectus or any amendment or supplement to any
     such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within five Business Days after the receipt thereof. A Holder shall be
     deemed to have reasonably objected to such filing if such Registration
     Statement, amendment, Prospectus or supplement, as applicable, as proposed
     to be filed, contains an untrue statement of a material fact or omit to
     state any material fact necessary to make the statements therein not
     misleading or fails to comply with the applicable requirements of the Act;

          (vi) promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to each Holder in connection with such
     exchange or sale, if any, make the Company's and the Guarantors'
     representatives available for discussion of such document and other
     customary due diligence matters, and include such information in such
     document prior to the filing thereof as such Holders Persons may reasonably
     request;

          (vii) make available, at reasonable times, for inspection by each
     Holder and any attorney or accountant retained by such Holders, all
     financial and other records, pertinent corporate documents of the Company
     and the Guarantors and cause the Company's and the Guarantors' officers,
     directors and employees to supply all information reasonably requested by
     any such Holder, attorney or accountant in connection with such
     Registration Statement or any post-effective amendment thereto subsequent
     to the filing thereof and prior to its effectiveness;

                                       10



          (viii) if requested by any Holders in connection with such exchange or
     sale, promptly include in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included
     therein, including, without limitation, information relating to the "Plan
     of Distribution" of the Transfer Restricted Securities; and make all
     required filings of such Prospectus supplement or post-effective amendment
     as soon as practicable after the Company is notified of the matters to be
     included in such Prospectus supplement or post-effective amendment;

          (ix) furnish to each Holder in connection with such exchange or sale,
     without charge, at least one copy of the Registration Statement, as first
     filed with the Commission, and of each amendment thereto, including all
     documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

          (x) deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Company and
     the Guarantors hereby consent to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

          (xi) upon the request of any Holder, enter into such agreements
     (including underwriting agreements) and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Holder in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection, the Company and the Guarantors shall:

               (A) upon request of any Holder, furnish (or in the case of
          paragraphs (2) and (3) below, use its best efforts to cause to be
          furnished) to each Holder, upon Consummation of the Exchange Offer or
          upon the effectiveness of the Shelf Registration Statement, as the
          case may be:

                    (1) a certificate, dated such date, signed on behalf of the
               Company and each Guarantor by (x) the President or any Vice
               President and (y) a principal financial or accounting officer of
               the Company and such Guarantor, confirming, as of the date
               thereof, the matters set forth in Sections 8(a), 8(b), 8(c) and
               8(d) of the Purchase Agreement and such other similar matters as
               such Holders may reasonably request;

                    (2) opinion(s), dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company and the Guarantors covering matters similar to those set
               forth in paragraph (f) of Section 8 of the Purchase Agreement and
               such other matter as such Holder may reasonably request, and in
               any event including a statement to the

                                       11



               effect that such counsel has participated in conferences with
               officers and other representatives of the Company and the
               Guarantors, representatives of the independent public accountants
               for the Company and the Guarantors and have considered the
               matters required to be stated therein and the statements
               contained therein, although such counsel has not independently
               verified the accuracy, completeness or fairness of such
               statements; and that such counsel advises that, on the basis of
               the foregoing (relying as to materiality to the extent such
               counsel deems appropriate upon the statements of officers and
               other representatives of the Company and the Guarantors), no
               facts came to such counsel's attention that caused such counsel
               to believe that the applicable Registration Statement, at the
               time such Registration Statement or any post-effective amendment
               thereto became effective and, in the case of the Exchange Offer
               Registration Statement, as of the date of Consummation of the
               Exchange Offer, contained an untrue statement of a material fact
               or omitted to state a material fact required to be stated therein
               or necessary to make the statements therein not misleading, or
               that the Prospectus contained in such Registration Statement as
               of its date and, in the case of the opinion dated the date of
               Consummation of the Exchange Offer, as of the date of
               Consummation, contained an untrue statement of a material fact or
               omitted to state a material fact necessary in order to make the
               statements therein, in the light of the circumstances under which
               they were made, not misleading. Without limiting the foregoing,
               such counsel may state further that such counsel assumes no
               responsibility for, and has not independently verified, the
               accuracy, completeness or fairness of the financial statements,
               notes and schedules and other financial data included in any
               Registration Statement contemplated by this Agreement or the
               related Prospectus; and

                    (3) customary comfort letters, dated the date of
               Consummation of the Exchange Offer, or as of the date of
               effectiveness of the Shelf Registration Statement, as the case
               may be, from the Company's independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               underwritten offerings, and affirming the matters set forth in
               the comfort letters delivered pursuant to Section 8(g) of the
               Purchase Agreement; and

               (B) deliver such other documents and certificates as may be
          reasonably requested by the selling Holders to evidence compliance
          with the matters covered in clause (A) above and with any customary
          conditions contained in the any agreement entered into by the Company
          and the Guarantors pursuant to this clause (xi);

          (xii) prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted Securities under
     the securities or Blue Sky laws of

                                       12



     such jurisdictions as the selling Holders may request and do any and all
     other acts or things necessary or advisable to enable the disposition in
     such jurisdictions of the Transfer Restricted Securities covered by the
     applicable Registration Statement; provided, however, that neither the
     Company nor any Guarantor shall be required to register or qualify as a
     foreign corporation where it is not now so qualified or to take any action
     that would subject it to the service of process in suits or to taxation,
     other than as to matters and transactions relating to the Registration
     Statement, in any jurisdiction where it is not now so subject;

          (xiii) in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and to register such
     Transfer Restricted Securities in such denominations and such names as the
     selling Holders may request at least two Business Days prior to such sale
     of Transfer Restricted Securities;

          (xiv) use their respective best efforts to cause the disposition of
     the Transfer Restricted Securities covered by the Registration Statement to
     be registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities, subject
     to the proviso contained in clause (xii) above;

          (xv) provide a CUSIP number for all Transfer Restricted Securities not
     later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with printed certificates for the Transfer Restricted Securities which are
     in a form eligible for deposit with the Depository Trust Company;

          (xvi) otherwise use their respective best efforts to comply with all
     applicable rules and regulations of the Commission, and make generally
     available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act);

          (xvii) cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     such Indenture to be so qualified in accordance with the terms of the TIA;
     and execute and use its best efforts to cause the Trustee to execute, all
     documents that may be required to effect such changes and all other forms
     and documents required to be filed with the Commission to enable such
     Indenture to be so qualified in a timely manner; and

                                       13



          (xviii) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act.

     (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) hereof or any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"Suspension Notice"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "Recommencement
Date"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or Section 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

SECTION 7. REGISTRATION EXPENSES

     (a) All expenses incident to the Company's and the Guarantors' performance
of or compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Series B Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company and the Guarantors; (v) all application and filing
fees in connection with listing the Series B Notes on a national securities
exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Company and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance).

     The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

     (b) In connection with any Shelf Registration Statement required by this
Agreement, the Company and the Guarantors will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities who are tendering Series A
Notes into in the Exchange Offer

                                       14



and/or selling or reselling Series A Notes or Series B Notes pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8. INDEMNIFICATION

     (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Notes or registered Series A Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any Holder furnished in writing to the Company by any
such Holder.

     (b) Each Holder of Transfer Restricted agrees, severally and not jointly,
to indemnify and hold harmless the Company and the Guarantors, and their
respective directors and officers, and each person, if any, who controls (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
Company, or the Guarantors to the same extent as the foregoing indemnity from
the Company and the Guarantors set forth in section (a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement. In no
event shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

     (c) In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or Section 8(b) hereof
(the "indemnified party"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying person") in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both

                                       15



Sections 8(a) and 8(b) hereof, a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a) hereof,
and by the Company and Guarantors, in the case of parties indemnified pursuant
to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless
the indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

     (d) To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) hereof is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the

                                       16



Holder, on the other hand, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or judgments, as well as
any other relevant equitable considerations. The relative fault of the Company
and the Guarantors, on the one hand, and of the Holder, on the other hand, shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or such
Guarantor, on the one hand, or by the Holder, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and judgments
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

     The Company, the Guarantors and each Holder agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9. RULE 144A AND RULE 144

     The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

                                       17



SECTION 10. MISCELLANEOUS

     (a) Remedies. The Company and the Guarantors acknowledge and agree that any
failure by the Company and/or the Guarantors to comply with their respective
obligations under Section 3 and Section 4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Guarantor's obligations under Section
3 and Section 4 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would be
adequate.

     (b) No Inconsistent Agreements. Neither the Company nor any Guarantor will,
on or after the date of this Agreement, enter into any agreement with respect to
its securities that is inconsistent with the rights granted to the Holders in
this Agreement or otherwise conflicts with the provisions hereof. Neither the
Company nor any Guarantor has previously entered into any agreement granting any
registration rights with respect to its securities to any Person. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's and the
Guarantors' securities under any agreement in effect on the date hereof.

     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

     (e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i) if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

                                       18



          (ii) if to the Company or the Guarantors:

                    Roundy's, Inc.
                    23000 Roundy Drive
                    Pewaukee, Wisconsin 53072
                    Telecopier No.: (262) 953-7989
                    Attention: Chief Financial Officer

                    With a copy to:

                    Kirkland & Ellis
                    200 East Rudolph Drive
                    Chicago, Illinois 60601
                    Telecopier No.: (312) 861-2200
                    Attention: Dennis Myers and
                               Gerald Nowak

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       19



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       20



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                   ROUNDY'S, INC.


                                   By:  /s/ Darren W. Karst
                                      ------------------------------------------
                                      Name: Darren Karst
                                      Title: Chief Financial Officer


                                   GUARANTORS:
                                      Cardinal Foods, Inc.
                                      Holt Public Storage, Inc.
                                      Insurance Planners, Inc.
                                      I.T.A., Inc.
                                      Jondex Corp.
                                      Kee Trans, Inc.
                                      Mega Marts, Inc.
                                      Midland Grocery of Michigan, Inc.
                                      Pick 'n Save Warehouse Foods, Inc.
                                      Ropak, Inc.
                                      Rindt Enterprises, Inc.
                                      Scot Lad Foods, Inc.
                                      Scot Lad-Lima, Inc.
                                      Shop-Rite, Inc.
                                      Spring Lake Merchandise, Inc.
                                      The Copps Corporation
                                      The Midland Grocery Company
                                      Ultra Mart Foods, Inc.


                                   By:  /s/ Edward G. Kitz
                                      ------------------------------------------
                                      Name: Edward G. Kitz
                                      Title: Secretary

                                      Village Market, LLC


                                   By:  /s/ Edward G. Kitz
                                      ------------------------------------------
                                      Name: Edward G. Kitz, signing on behalf of
                                            Shop-Rite, Inc., in its capacity as
                                            managing member of Village Market,
                                            LLC
                                      Title: Secretary of Shop-Rite, Inc.

                          Registration Rights Agreement



BEAR STEARNS & CO. INC.


By: /s/ ILLEGIBLE
   --------------------------------
   Name:
   Title:

CIBC WORLD MARKETS CORP.


By: /s/ Brian Perman
   --------------------------------
   Name:   Brian Perman
   Title:  Managing Director

                          Registration Rights Agreement



                                   SCHEDULE A

                                   GUARANTORS

Cardinal Foods, Inc.
Holt Public Storage, Inc.
Insurance Planners, Inc.
I.T.A., Inc.
Jondex Corp.
Kee Trans, Inc.
Mega Marts, Inc.
Midland Grocery of Michigan, Inc.
Pick 'n Save Warehouse Foods, Inc.
Ropak, Inc.
Rindt Enterprises, Inc.
Scot Lad Foods, Inc.
Scot Lad-Lima, Inc.
Shop-Rite, Inc.
Spring Lake Merchandise, Inc.
The Copps Corporation
The Midland Grocery Company
Ultra Mart Foods, Inc.
Village Market, LLC

EX-10.3

                                                                    Exhibit 10.3

                                                                  EXECUTION COPY

                                FIRST AMENDMENT

              FIRST AMENDMENT, dated as of December 10, 2002 (this "Amendment"),
to the Credit Agreement, dated as of June 6, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Roundy's
Acquisition Corp., a Delaware corporation ("Holdings"), Roundy's Inc., a
Wisconsin corporation (the "Borrower"), the several banks, financial
institutions and other entities from time to time parties thereto (the
"Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as
administrative agent (in such capacity, the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed in the Credit Agreement as
documentation agents (in such capacity, the "Documentation Agent"). Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the meanings so defined.



                                   WITNESSETH:


              WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed
to make, and have made, certain loans and other extensions of credit to the
Borrower;

              WHEREAS, Holdings and the Borrower have requested certain
amendments to the Credit Agreement as more fully set forth herein; and

              WHEREAS, the Lenders have agreed to such amendments but only on
the terms and conditions contained in this Amendment.

              NOW, THEREFORE, the parties hereto hereby agree as follows:

              SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

              SECTION 2. Amendments to Subsection 1.1. Section 1.1 of the Credit
Agreement is hereby amended by inserting the following new definitions in the
appropriate alphabetical order:

                     "Mandatory Prepayment Date": as defined in Section 4.2(e).

                     "Permitted Acquisition": as defined in Section 8.2(h).

                     "Prepayment Option Notice": as defined in Section 4.2(e).



                                                                               2

               "Replacement Acquisition": as defined in Section 8.2(h).

               "Total Prepayment Amount": as defined in Section 4.2(e).

          SECTION 3. Amendment to Section 4.2. Section 4.2 of the Credit
Agreement is hereby amended by adding a new paragraph (e), as follows:

               (e)  If, after the Closing Date, any Indebtedness shall be
     incurred by the Borrower pursuant to Section 8.2(h) and the Borrower does
     not consummate either a Permitted Acquisition or a Replacement Acquisition
     within 180 days after the incurrence of such Indebtedness, then an amount
     equal to 100% of the Net Cash Proceeds thereof shall be applied on the date
     which is 180 days after the incurrence of such Indebtedness toward the
     prepayment of the Term Loans as set forth in Section 4.8(b).
     Notwithstanding anything to the contrary in Section 4.2(d), 4.2(e) or 4.8,
     with respect to the amount of any mandatory prepayment described in the
     previous sentence (such amount, the "Total Prepayment Amount"), the
     Borrower will, in lieu of applying such amount to the prepayment of Term
     Loans, as provided above, on the date specified above for such prepayment,
     give the Administrative Agent telephonic notice (promptly confirmed in
     writing) requesting that the Administrative Agent prepare and provide to
     each Term Lender a notice (each, a "Prepayment Option Notice") as described
     below (it being understood that for purposes of Section 9(a), the Total
     Prepayment Amount shall be due and payable on the Mandatory Prepayment Date
     in lieu of the date specified in the first sentence of this Section
     4.2(e)). As promptly as practicable after receiving such notice from the
     Borrower, the Administrative Agent will send to each Term Lender a
     Prepayment Option Notice, which shall be in the form of Exhibit I, and
     shall include an offer by the Borrower to prepay on the date (each a
     "Mandatory Prepayment Date") that is 10 Business Days after the date of the
     Prepayment Option Notice, the relevant Term Loans of such Lender by an
     amount equal to such Lender's pro rata portion of the Total Prepayment
     Amount (based upon the respective outstanding principal amount of the Term
     Loans then held by the Term Lenders) indicated in such Lender's Prepayment
     Option Notice. On the Mandatory Prepayment Date, (i) the Borrower shall pay
     to the relevant Term Lenders the aggregate amount necessary to prepay that
     portion of the outstanding relevant Term Loans in respect of which such
     Lenders have accepted prepayment as described above and (ii) the Borrower
     shall be entitled to retain the remaining portion of the Total Prepayment
     Amount not accepted by the relevant Lenders.

          SECTION 4. Amendment to Section 8.2. Section 8.2(h) of the Credit
Agreement is hereby amended in its entirety to read as follows:

               Indebtedness incurred by the Borrower to finance any Acquisition
     permitted under Section 8.8(i)(a "Permitted Acquisition") in an aggregate
     principal amount not to exceed $75,000,000 at any time outstanding;
     provided, that such Indebtedness is



                                                                               3

     either (x) an Additional Acquisition Extension of Credit or (y) is
     subordinated to the same extent as the obligations of the Borrower in
     respect of the Senior Subordinated Notes; provided further, that (A) if
     such Indebtedness is to be incurred to finance a Permitted Acquisition
     prior to the consummation of such Permitted Acquisition, the Borrower must
     have entered into a definitive purchase agreement with respect to such
     Permitted Acquisition prior to incurring such Indebtedness and the Borrower
     shall either (x) consummate such Permitted Acquisition within 180 days from
     the incurrence of such Indebtedness or (y) either (I) in each case within
     180 days from the incurrence of such Indebtedness (i) terminate such
     definitive purchase agreement, (ii) enter into another definitive purchase
     agreement with respect to another Permitted Acquisition (a "Replacement
     Acquisition") and (iii) consummate such Replacement Acquisition or (II)
     apply the Net Cash Proceeds of such Indebtedness toward the prepayment of
     the Term Loans as set forth in Section 4.2(e), and (B) if such Indebtedness
     is to be incurred to finance a Permitted Acquisition after the date of the
     consummation of such Permitted Acquisition, such Indebtedness must be
     incurred within 180 days of the date such Permitted Acquisition was
     consummated;

          SECTION 5. Conditions to Effectiveness. Conditions to Effectiveness.
This Amendment shall become effective on the date (the "Amendment Effective
Date") on which the Administrative Agent shall have received this Amendment,
executed and delivered by a duly authorized officer of each of Holdings, the
Borrower and the Required Lenders.

          SECTION 6. Representations and Warranties. The Borrower represents and
warrants to the Administrative Agent and the Lenders that as of the Amendment
Effective Date, after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing and the representations and warranties
made by the Borrower in or pursuant to the Credit Agreement or any other Loan
Document are true and correct in all material respects on and as of the
Amendment Effective Date as if made on such date (except to the extent that any
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties were true and correct in all
material respects on and as of such earlier date).

          SECTION 7. Continuing Effect of the Credit Agreement. This Amendment
shall not constitute an amendment or waiver of or consent to any provision of
the Credit Agreement not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower
that would require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect in accordance with its terms.

          SECTION 8. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by facsimile), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.



                                                                               4

              SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            [The remainder of this page is intentionally left blank.]



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

                                            ROUNDY'S ACQUISITION CORP.


                                            By: /s/ Robert A. Mariano
                                               ---------------------------------
                                               Name:  Robert A. Mariano
                                               Title: President

                                            ROUNDY'S, INC.


                                            By: /s/ Edward G. Kitz
                                               ---------------------------------
                                               Name:  Edward G. Kitz
                                               Title: Vice President, Secretary
                                                      & Treasurer



                               BEAR STEARNS CORPORATE LENDING INC.,
                               as Administrative Agent and as a Lender

                               By: /s/ Victor Bulzacchelli
                                  -------------------------
                                  Name: VICTOR BULZACCHELLI
                                  Title: AUTHORIZED AGENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        AMMC CDO I, LIMITED
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: American Money Management Corp.,
                                            as Collateral Manager

                                        By /s/ David P. Meyer
                                           -------------------------------------
                                        Name:  David P. Meyer
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        AMMC CDO II, LIMITED
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: American Money Management Corp.,
                                            as Collateral Manager

                                        By /s/ David P. Meyer
                                           -------------------------------------
                                        Name:  David P. Meyer
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        Archimedes Funding IV (Cayman), Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: ING Capital Advisors LLC, as
                                            Collateral Manager



                                        By /s/ John J. D'Angelo
                                          --------------------------------------
                                        Name:  John J. D'Angelo
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        ASSOCIATED BANK, N.A.
                                        ----------------------------------------
                                        Name of Financial Institution


                                        By: /s/ Mark Matthiesen
                                           -------------------------------------
                                        Name:  MARK MATTHIESEN
                                        Title: VICE PRESIDENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        Balanced High Yield Fund II, Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution
                                        By: ING Capital Advisors LLC, as Asset
                                            Manager


                                        By: /s/ John J. D'Angelo
                                           -------------------------------------
                                        Name:  John J. D'Angelo
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                            Bank One, NA
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ Patrick C. O'Connor
                                          --------------------------------------
                                        Name:  Patrick C. O'Connor
                                        Title: First Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                         Bear Stearns Investment Products Inc.
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ Victor F. Bulzacchelli
                                          --------------------------------------
                                        Name:  VICTOR F. BULZACCHELLI
                                        Title: AUTHORIZED AGENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        CIBC, INC., as Lender
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ Brian E. O'Callahan
                                          --------------------------------------
                                        Name:  Brian E. O'Callahan
                                        Title: Executive Director



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        Comerica Bank
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ Kathleen M. Kasperek
                                          --------------------------------------
                                        Name:  Kathleen M. Kasperek
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        COSTANTINUS EATON VANCE CDO V, LTD
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR

                                        By /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:  Payson F. Swaffield
                                        Title: Vice President



                                      SIGNATURE PAGE TO FIRST AMENDMENT DATED AS
                                      OF DECEMBER 10, 2002, TO THE CREDIT
                                      AGREEMENT DATED AS OF JUNE 6, 2002, AMONG
                                      ROUNDY'S ACQUISITION CORP., ROUNDY'S,
                                      INC., THE LENDERS PARTY THERETO, BEAR,
                                      STEARNS & CO. INC., AS LEAD ARRANGER, BEAR
                                      STEARNS CORPORATE LENDING INC., AS
                                      ADMINISTRATIVE AGENT, CANADIAN IMPERIAL
                                      BANK OF COMMERCE, AS SYNDICATION AGENT,
                                      AND THE INSTITUTIONS LISTED IN THE CREDIT
                                      AGREEMENT AS DOCUMENTATION AGENTS.


                                      Denali Capital LLC, managing member of
                                      DC Funding Partners, portfolio manager for
                                      DENALI CAPITAL CLO I, LTD., or an
                                      affiliate
                                      ------------------------------------------
                                      Name of Financial Institution


                                      By /s/ John P. Thacker
                                         ---------------------------------------
                                      Name:  JOHN P. THACKER
                                      Title: CHIEF CREDIT OFFICER



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        Denali Capital LLC, managing member of
                                        DC Funding Partners, portfolio manager
                                        for DENALI CAPITAL CLO II, LTD., or an
                                        affiliate
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By /s/ John P. Thacker
                                           -------------------------------------
                                        Name:  JOHN P. THACKER
                                        Title: CHIEF CREDIT OFFICER



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        Denali Capital LLC, managing member of
                                        DC Funding Partners, portfolio manager
                                        for DENALI CAPITAL CLO III, LTD., or an
                                        affiliate
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By  /s/ John P. Thacker
                                           -------------------------------------
                                        Name:   JOHN P. THACKER
                                        Title:  CHIEF CREDIT OFFICER



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.

                                        EATON VANCE CDO III, LTD.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR


                                        By /s/ PAYSON F. SWAFFIELD
                                           -------------------------------------
                                        Name:  PAYSON F. SWAFFIELD
                                        Title: VICE PRESIDENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.

                                        EATON VANCE CDO IV, LTD.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        BY: EATON VANCE MANAGEMENT
                                            AS INVESTMENT ADVISOR


                                        By /s/ PAYSON F. SWAFFIELD
                                           -------------------------------------
                                        Name:  PAYSON F. SWAFFIELD
                                        Title: VICE PRESIDENT



                                     SIGNATURE PAGE TO FIRST AMENDMENT DATED AS
                                     OF DECEMBER 10, 2002, TO THE CREDIT
                                     AGREEMENT DATED AS OF JUNE 6, 2002, AMONG
                                     ROUNDY'S ACQUISITION CORP., ROUNDY'S, INC.,
                                     THE LENDERS PARTY THERETO, BEAR, STEARNS &
                                     CO. INC., AS LEAD ARRANGER, BEAR STEARNS
                                     CORPORATE LENDING INC., AS ADMINISTRATIVE
                                     AGENT, CANADIAN IMPERIAL BANK OF COMMERCE,
                                     AS SYNDICATION AGENT, AND THE INSTITUTIONS
                                     LISTED IN THE CREDIT AGREEMENT AS
                                     DOCUMENTATION AGENTS.

                                     EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
                                     -------------------------------------------
                                     Name of Financial Institution

                                     BY: EATON VANCE MANAGEMENT
                                         AS INVESTMENT ADVISOR


                                     By /s/ PAYSON F. SWAFFIELD
                                        ----------------------------------------
                                     Name:  PAYSON F. SWAFFIELD
                                     Title: VICE PRESIDENT



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             EATON VANCE SENIOR INCOME TRUST
                                             -----------------------------------
                                             Name of Financial Institution

                                             BY: EATON VANCE MANAGEMENT AS
                                                 INVESTMENT ADVISOR

                                             By /s/ Payson F. Swaffield
                                                --------------------------------
                                             Name: Payson F. Swaffield
                                             Title: Vice President



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             ELF Funding Trust III
                                             -----------------------------------
                                             Name of Financial Institution

                                             By: New York Life Investment
                                                 Management, LLC as Attorney-in-
                                                 Fact


                                             By /s/ R. H. Dial
                                                --------------------------------
                                             Name: R. H. Dial
                                             Title: V.P.



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             GRAYSON & CO
                                             -----------------------------------
                                             Name of Financial Institution

                                             BY: BOSTON MANAGEMENT AND RESEARCH
                                                 AS INVESTMENT ADVISOR


                                             By /s/ PAYSON F. SWAFFIELD
                                                --------------------------------
                                             Name: PAYSON F. SWAFFIELD
                                             Title: VICE PRESIDENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.

                                        Hamilton CDO, Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: Stanfield Capital Partners LLC
                                            As its Collateral Manager


                                        By /s/ Christopher A. Bondy
                                           -------------------------------------
                                        Name:  Christopher A. Bondy
                                        Title: Partner



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        Harris Trust and Savings Bank
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ Julie K. Hossack
                                           -------------------------------------
                                        Name:  Julie K. Hossack
                                        Title: Managing Director



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        ING - ORYX CLO, Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution
                                        By: ING Capital Advisors LLC, as
                                            Collateral manager



                                        By /s/ John J. D'Angelo
                                          --------------------------------------
                                        Name:  John J. D'Angelo
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        LaSalle Bank N.A.
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ [ILLEGIBLE]
                                          --------------------------------------
                                        Name:
                                        Title: Senior Vice President



                                          SIGNATURE PAGE TO FIRST AMENDMENT
                                          DATED AS OF DECEMBER 10, 2002, TO THE
                                          CREDIT AGREEMENT DATED AS OF JUNE 6,
                                          2002, AMONG ROUNDY'S ACQUISITION
                                          CORP., ROUNDY'S, INC., THE LENDERS
                                          PARTY THERETO, BEAR, STEARNS & CO.
                                          INC., AS LEAD ARRANGER, BEAR STEARNS
                                          CORPORATE LENDING INC., AS
                                          ADMINISTRATIVE AGENT, CANADIAN
                                          IMPERIAL BANK OF COMMERCE, AS
                                          SYNDICATION AGENT, AND THE
                                          INSTITUTIONS LISTED IN THE CREDIT
                                          AGREEMENT AS DOCUMENTATION AGENTS.


                                          M&I Marshall & Ilsley Bank
                                          --------------------------------------
                                          Name of Financial Institution


                                          By /s/ Leo D. Freeman
                                             -----------------------------------
                                          Name:  Leo D. Freeman
                                          Title: Vice President

                                          By /s/ James R. Miller
                                             -----------------------------------
                                          Name:  James R. Miller
                                          Title: Vice President



                                          SIGNATURE PAGE TO THE FIRST AMENDMENT
                                          DATED AS OF DECEMBER 10, 2002, TO THE
                                          CREDIT AGREEMENT DATED AS OF JUNE 6,
                                          2002, AMONG ROUNDY'S ACQUISITION
                                          CORP., ROUNDY'S, INC., THE LENDERS
                                          PARTY THERETO, BEAR, STEARNS & CO.
                                          INC., AS LEAD ARRANGER, BEAR STEARNS
                                          CORPORATE LENDING INC., AS
                                          ADMINISTRATIVE AGENT, CANADIAN
                                          IMPERIAL BANK OF COMMERCE, AS
                                          SYNDICATION AGENT, AND THE
                                          INSTITUTIONS LISTED IN THE CREDIT
                                          AGREEMENT AS DOCUMENTATION AGENTS.


                                          New Alliance Global CDO, Limited
                                          By: Alliance Capital Management L.P.,
                                              as Sub-Advisor
                                          By: Alliance Capital Management Corp,
                                              as General Partner

                                          By:  /s/ Sverker Johansson
                                              ----------------------------------
                                          Name:    Sverker Johansson
                                          Title:   Vice President


                                          Monument Capital Ltd., as Assignee
                                          By: Alliance Capital Management L.P.,
                                              as Investment Manager
                                          By: Alliance Capital Management Corp,
                                              as General Partner

                                          By:  /s/ Sverker Johansson
                                              ----------------------------------
                                          Name:    Sverker Johansson
                                          Title:   Vice President



                                 SIGNATURE PAGE TO FIRST AMENDMENT DATED AS OF
                                 DECEMBER 10, 2002, TO THE CREDIT AGREEMENT
                                 DATED AS OF JUNE 6, 2002, AMONG ROUNDY'S
                                 ACQUISITION CORP., ROUNDY'S, INC., THE LENDERS
                                 PARTY THERETO, BEAR, STEARNS & CO. INC., AS
                                 LEAD ARRANGER, BEAR STEARNS CORPORATE LENDING
                                 INC., AS ADMINISTRATIVE AGENT, CANADIAN
                                 IMPERIAL BANK OF COMMERCE, AS SYNDICATION
                                 AGENT, AND THE INSTITUTIONS LISTED IN THE
                                 CREDIT AGREEMENT AS DOCUMENTATION AGENTS.


                                 New York Life Insurance and Annuity Corporation
                                 -----------------------------------------------
                                 Name of Financial Institution

                                 By: New York Life Investment Management, LLC,
                                     its Investment Manager

                                 By  /s/ R.H. Dial
                                     -------------------------------------------
                                 Name:  R.H. Dial
                                 Title: V.P.



                                 SIGNATURE PAGE TO FIRST AMENDMENT DATED AS OF
                                 DECEMBER 10, 2002, TO THE CREDIT AGREEMENT
                                 DATED AS OF JUNE 6, 2002, AMONG ROUNDY'S
                                 ACQUISITION CORP., ROUNDY'S, INC., THE LENDERS
                                 PARTY THERETO, BEAR, STEARNS & CO. INC., AS
                                 LEAD ARRANGER, BEAR STEARNS CORPORATE LENDING
                                 INC., AS ADMINISTRATIVE AGENT, CANADIAN
                                 IMPERIAL BANK OF COMMERCE, AS SYNDICATION
                                 AGENT, AND THE INSTITUTIONS LISTED IN THE
                                 CREDIT AGREEMENT AS DOCUMENTATION AGENTS.


                                 NORTHWOODS CAPITAL, LIMITED
                                 -----------------------------------------------
                                 Name of Financial Institution

                                 By: ANGELO, GORDON & CO., L.P.,
                                     AS COLLATERAL MANAGER

                                 By /s/ John W. Fraser
                                    --------------------------------------------
                                 Name:  JOHN W. FRASER
                                 Title: MANAGING DIRECTOR



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S, INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             NORTHWOODS CAPITAL II, LIMITED
                                             -----------------------------------
                                             Name of Financial Institution

                                             By: ANGELO, GORDON & CO., L.P.,
                                                 AS COLLATERAL MANAGER


                                             By /s/ JOHN W. FRASER
                                                --------------------------------
                                             Name: JOHN W. FRASER
                                             Title: MANAGING DIRECTOR



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S, INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             NORTHWOODS CAPITAL III, LIMITED
                                             -----------------------------------
                                             Name of Financial Institution

                                             By: ANGELO, GORDON & CO., L.P.,
                                                 AS COLLATERAL MANAGER


                                             By /s/ JOHN W. FRASER
                                                --------------------------------
                                             Name: JOHN W. FRASER
                                             Title: MANAGING DIRECTOR



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S, INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             OXFORD STRATEGIC INCOME FUND
                                             -----------------------------------
                                             Name of Financial Institution

                                             By: EATON VANCE MANAGEMENT
                                                 AS INVESTMENT ADVISOR


                                             By /s/ PAYSON F. SWAFFIELD
                                                --------------------------------
                                             Name: PAYSON F. SWAFFIELD
                                             Title: VICE PRESIDENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        PPM SHADOW CREEK FUNDING LLC
                                        ----------------------------------------
                                        Name of Financial Institution


                                        By: /s/ Diana L Mushill
                                           -------------------------------------
                                        Name:  DIANA L. MUSHILL
                                        Title: ASST. VICE PRESIDENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        PPM SPYGLASS FUNDING TRUST
                                        ----------------------------------------
                                        Name of Financial Institution


                                        By: /s/ Diana L Mushill
                                           -------------------------------------
                                        Name:  DIANA L. MUSHILL
                                        Title: AUTHORIZED AGENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        Cooperatieve Centrale Raiffeisen-
                                        Boerenleenbank B.A., "Rabobank
                                        Nederland" New York Branch
                                        ----------------------------------------



                                        By: /s/ Ivan Rodriguez
                                           -------------------------------------
                                        Name:  Ivan Rodriguez
                                        Title: Vice President



                                        /s/ Andre Blom
                                        ----------------------------------------
                                        Andre Blom
                                        Managing Director
                                        Credit Risk Management



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        Sequils - ING I (HBDGM), Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: ING Capital Advisors LLC, as
                                            Collateral Manager

                                        By: /s/ John J. D'Angelo
                                           -------------------------------------
                                        Name:  John J. D'Angelo
                                        Title: Vice President



                                        SIGNATURE PAGE TO FIRST AMENDMENT
                                        DATED AS OF DECEMBER 10, 2002, TO THE
                                        CREDIT AGREEMENT DATED AS OF JUNE 6,
                                        2002, AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.



                                        SENIOR DEBT PORTFOLIO
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: Boston Management and Research as
                                            Investment Advisor


                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:  PAYSON F. SWAFFIELD
                                        Title: Vice President




                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.





                                             SEQUILS-Glace Bay, Ltd.
                                             By Royal Bank of Canada as
                                             Collateral Manager

                                             By: /s/ Melissa Marano
                                             ------------------------------
                                             Name: Melissa Marano
                                             Title: Director



                                             SIGNATURE PAGE TO FIRST AMENDMENT
                                             DATED AS OF DECEMBER 10, 2002, TO
                                             THE CREDIT AGREEMENT DATED AS OF
                                             JUNE 6, 2002, AMONG ROUNDY'S
                                             ACQUISITION CORP., ROUNDY'S, INC.,
                                             THE LENDERS PARTY THERETO, BEAR,
                                             STEARNS & CO. INC., AS LEAD
                                             ARRANGER, BEAR STEARNS CORPORATE
                                             LENDING INC., AS ADMINISTRATIVE
                                             AGENT, CANADIAN IMPERIAL BANK OF
                                             COMMERCE, AS SYNDICATION AGENT, AND
                                             THE INSTITUTIONS LISTED IN THE
                                             CREDIT AGREEMENT AS DOCUMENTATION
                                             AGENTS.


                                             Stanfield Arbitrage CDO, Ltd.
                                             -----------------------------------
                                             Name of Financial Institution

                                             By: Stanfield Capital Partners LLC
                                                 as its Collateral Manager

                                             By /s/ Christopher A. Bondy
                                                --------------------------------
                                             Name:  Christopher A. Bondy
                                             Title: Partner



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        Stanfield CLO Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: Stanfield Capital Partners LLC
                                             as its Collateral Manager

                                        By /s/ Christopher A. Bondy
                                           -------------------------------------
                                        Name:  Christopher A. Bondy
                                        Title: Partner



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        Stanfield Quattro CLO, Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: Stanfield Capital Partners LLC
                                             As its Collateral Manager

                                        By /s/ Christopher A. Bondy
                                           -------------------------------------
                                        Name:  Christopher A. Bondy
                                        Title: Partner



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.

                                        Stanfield/RMF Transatlantic CDO Ltd.
                                        ----------------------------------------
                                        Name of Financial Institution

                                        By: Stanfield Capital Partners LLC
                                             as its Collateral Manager

                                        By /s/ Christopher A. Bondy
                                           -------------------------------------
                                        Name:  Christopher A. Bondy
                                        Title: Partner



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                               STANWICH LOAN FUNDING LLC.
                                        ----------------------------------------
                                        Name of Financial Institution



                                        By /s/ Diana L Mushill
                                           -------------------------------------
                                        Name:  DIANA L. MUSHILL
                                        Title: ASST. VICE PRESIDENT



                                        SIGNATURE PAGE TO FIRST AMENDMENT DATED
                                        AS OF DECEMBER 10, 2002, TO THE CREDIT
                                        AGREEMENT DATED AS OF JUNE 6, 2002,
                                        AMONG ROUNDY'S ACQUISITION CORP.,
                                        ROUNDY'S, INC., THE LENDERS PARTY
                                        THERETO, BEAR, STEARNS & CO. INC., AS
                                        LEAD ARRANGER, BEAR STEARNS CORPORATE
                                        LENDING INC., AS ADMINISTRATIVE AGENT,
                                        CANADIAN IMPERIAL BANK OF COMMERCE, AS
                                        SYNDICATION AGENT, AND THE INSTITUTIONS
                                        LISTED IN THE CREDIT AGREEMENT AS
                                        DOCUMENTATION AGENTS.


                                        U.S. Bank, National Association
                                        ----------------------------------------
                                        Name of Financial Institution


                                        By /s/ ILLEGIBLE
                                           -------------------------------------
                                        Name:  ILLEGIBLE
                                        Title: Vice President



                                                                       EXHIBIT A

                                                                       EXHIBIT I
                                                         to the Credit Agreement

                                    FORM OF
                            PREPAYMENT OPTION NOTICE

Attention of[   ]
Telecopy No.[    ]

                                                                          [Date]

Ladies and Gentlemen:

       The undersigned, BEAR STEARNS CORPORATE LENDING INC., as administrative
agent (in such capacity, the "Administrative Agent"), refers to the Credit
Agreement, dated as of June 6, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Roundy's Acquisition
Corp., a Delaware corporation, Roundy's, Inc., a Wisconsin corporation (the
"Borrower"), the several banks, financial institutions and other entities from
time to time parties thereto (the "Lenders"), Bear, Stearns & Co. Inc., as sole
lead arranger and sole bookrunner (in such capacity, the "Lead Arranger"),
Administrative Agent, Canadian Imperial Bank of Commerce, as syndication agent
(in such capacity, the "Syndication Agent"), and the institutions listed in the
Credit Agreement as documentation agents (in such capacity, the "Documentation
Agent"). Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings so defined.

       The Administrative Agent hereby gives notice of an offer of prepayment
made by the Borrower pursuant to Section 4.2(e) of the Credit Agreement of the
Total Prepayment Amount. Amounts applied to prepay the Term Loans shall be
applied pro rata to the Term Loan held by you. The portion of the prepayment
amount to be allocated to the Term Loan held by you and the date on which such
prepayment will be made to you are set forth below:

(A)  Total Prepayment Amount                                  ______________

(B)  Portion of Total Prepayment
     Amount to be received by you                             ______________
     (the "Individual Prepayment Amount")

(C)  Mandatory Prepayment Date (10 Business Days after the    ______________
     date of this Prepayment Option Notice)



          IF YOU DO NOT WISH TO RECEIVE ALL OF THE INDIVIDUAL PREPAYMENT AMOUNT
ON THE MANDATORY PREPAYMENT DATE INDICATED IN PARAGRAPH (C) ABOVE, please sign
this notice in the space provided below and indicate the percentage of the
Individual Prepayment Amount otherwise payable which you do not wish to receive.
Please return this notice as so completed via telecopy to the attention of
[__________________] at _____________________, no later than [10:00] a.m., New
York City time, on the Mandatory Prepayment Date, at Telecopy No.
[________________]. IF YOU DO NOT RETURN THIS NOTICE, YOU WILL RECEIVE 100% OF
THE INDIVIDUAL PREPAYMENT AMOUNT ON THE MANDATORY PREPAYMENT DATE.


                                                      BEAR STEARNS CORPORATE
                                                        LENDING INC.,
                                                        as Administrative Agent

                                                      By:_______________________
                                                         Title:

__________________________,
(Name of Lender)

By: ______________________
Title:

Percentage of Term Loan


                                      Individual Prepayment Amount Declined:___%

EX-12.1

                                                                    Exhibit 12.1

Ratio of earnings to fixed charges




                                January 3,     January 2,     January 1,   December 30,   December 29,
                                   1998           1999           2000          2000           2001
                              ------------------------------------------------------------------------
                                                                            
Earnings (1)                    25,205,800     26,022,400     36,065,600     40,598,000     50,319,700
Fixed Charges                   10,867,933      9,705,400      8,957,967     19,841,133     25,272,533
                              ------------------------------------------------------------------------

   Total                        36,073,733     35,727,800     45,023,567     60,439,133     75,592,233
[divided by]
Fixed Charges                   10,867,933      9,705,400      8,957,967     19,841,133     25,272,533
                              ------------------------------------------------------------------------

Ratio of earnings to
  fixed charges                        3.3            3.7            5.0            3.0            3.0
                              ========================================================================

Fixed Charges:
Interest Expense                 8,220,900      7,293,100      6,503,600     15,462,700     17,697,700
Amortization of
 deferred financing
 costs                              52,900         48,800         48,800        401,300      1,085,900
1/3 of Net Rent Expense          2,594,133      2,363,500      2,405,567      3,977,133      6,488,933
                               -----------------------------------------------------------------------

Total Fixed Charges             10,867,933      9,705,400      8,957,967     19,841,133     25,272,533







                               Pro Forma                                          June 7, 2002      Pro forma
                              December 29,   September 29,   December 30, 2001   to September 28,  September 28,
                                  2001           2001         to June 6, 2002        2002              2002
                              ----------------------------------------------------------------------------------
                                                                                       
Earnings (1)                    27,725,000     36,356,100       33,193,700        21,230,800         41,596,000
Fixed Charges                   41,992,762     18,462,900        9,580,400        13,552,700         31,580,000
                              ----------------------------------------------------------------------------------

   Total                        69,717,762     54,819,000       42,774,100        34,783,500         73,176,000
[divided by]
Fixed Charges                   41,992,762     18,462,900        9,580,400        13,552,700         31,580,000
                              ----------------------------------------------------------------------------------

Ratio of earnings to
  fixed charges                        1.7            3.0              4.5               2.6                2.3
                              ==================================================================================

Fixed Charges:
Interest Expense                33,015,000     13,483,100        6,143,900        10,713,600         24,847,000
Amortization of
 deferred financing
 costs                           1,644,429        113,100          213,100           562,500          1,233,000
1/3 of Net Rent Expense          7,333,333      4,866,700        3,223,400         2,276,600          5,500,000
                              ----------------------------------------------------------------------------------

Total Fixed Charges             41,992,762     18,462,900        9,580,400        13,552,700         31,580,000


(1) Represents earnings before patronage dividends.

EX-23.2

                                                                    Exhibit 23.2


INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Roundy's, Inc. on Form
S-4 of our report dated February 26, 2002, except for Note 1 and Note 15, as to
which the date is May 14, 2002, appearing in the Prospectus, which is part of
this Registration Statement, and of our report dated February 26, 2002 relating
to the financial statement schedule appearing elsewhere in this Registration
Statement.

We also consent to the reference to us under the headings "Summary
Consolidated Financial Data", "Selected Historical Financial Data" and "Experts"
in such Prospectus.


/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
January 27, 2003

EX-99.1

                                                                   Exhibit 99.1
                             LETTER OF TRANSMITTAL

                            To Tender for Exchange

                   8 7/8% Senior Subordinated Notes due 2012

                                      of

                                ROUNDY'S, INC.

               Pursuant to the Prospectus Dated January   , 2003

  THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
  NEW YORK CITY TIME, ON              , 2003 UNLESS EXTENDED (THE "EXPIRATION
  DATE").

                PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should
be completed, signed and submitted to the Exchange Agent:

                           BNY Midwest Trust Company
                            (the "Exchange Agent")

             By Overnight Courier or
               Registered/Certified
               Mail:                            By Hand:

               The Bank of New York       The Bank of New York
             101 Barclay Street--7 East 101 Barclay Street--7 East
             New York, New York 10286   New York, New York 10286
             Attention: Diane Amoroso,  Corporate Trust Services
                  Corporate Trust                Window
                     Department,        Attention: Diane Amoroso,
                Reorganization Unit        Reorganization Unit

              Facsimile Transmission:   For Information Telephone:
                  (212) 298-1915             (212) 815-3738

                Confirm Receipt of
               Facsimile by Telephone:
                  (212) 815-3738

   Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery.

   For any questions regarding this Letter of Transmittal or for any additional
information, you may contact the Exchange Agent by telephone at (212) 815-3738
or by facsimile at (212) 298-1915.

   The undersigned hereby acknowledges receipt of the Prospectus dated January
  , 2003 (the "Prospectus") of Roundy's, Inc., a Wisconsin corporation (the
"Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Issuer's offer (the "Exchange Offer") to exchange
$1,000 in principal amount of its 8 7/8% Senior Subordinated Notes due 2012
Series B ("Exchange Notes") which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Registration
Statement, for each $1,000 in principal amount of its outstanding 8 7/8% Senior
Subordinated Notes due 2012 ("Notes") of which $75,000,000 aggregate principal
amount is outstanding. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.

   The undersigned hereby tenders the Notes described in Box 1 below (the
"Tendered Securities") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal. The undersigned is the registered
owner of all the Tendered Securities and the undersigned represents that it has
received from each beneficial owner of the Tendered Securities ("Beneficial
Owners") a duly completed and executed form of "Instruction to Registered
Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner"
accompanying this Letter of Transmittal, instructing the undersigned to take
the action described in this Letter of Transmittal.



   Subject to, and effective upon, the acceptance for exchange of the Tendered
Securities, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Issuer all right, title, and interest in, to and under the
Tendered Securities.

   Please issue the Exchange Notes exchanged for Tendered Securities in the
name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions" below (Box 3), please send or cause to be sent
the certificates for the Exchange Notes (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1.

   The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Securities, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver the Tendered Securities to the Issuer or cause ownership of the
Tendered Securities to be transferred to, or upon the order of, the Issuer, on
the books of the registrar for the Notes and deliver all accompanying evidences
of transfer and authenticity to, or upon the order of, the Issuer upon receipt
by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to
which the undersigned is entitled upon acceptance by the Issuer of the Tendered
Securities pursuant to the Exchange Offer, and (ii) receive all benefits and
otherwise exercise all rights of beneficial ownership of the Tendered
Securities, all in accordance with the terms of the Exchange Offer.

   The undersigned acknowledges that tenders of Notes pursuant to the
procedures described under the caption "The Exchange Offer" in the Prospectus
and in the instructions hereto will constitute a binding agreement between the
undersigned and the Issuer upon the terms and subject to the conditions of the
Exchange Offer, subject only to withdrawal of such tenders on the terms set
forth in the Prospectus under the caption "The Exchange Offer--Withdrawal of
Tenders." All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned and any Beneficial Owner(s),
and every obligation of the undersigned or any Beneficial Owner(s) hereunder
shall be binding upon the heirs, representatives, successors, and assigns of
the undersigned and such Beneficial Owner(s).

   The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign, and transfer the Tendered
Securities and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances, and
adverse claims when the Tendered Securities are acquired by the Issuer as
contemplated herein. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents reasonably requested by
the Issuer or the Exchange Agent as necessary or desirable to complete and give
effect to the transactions contemplated hereby.

   The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.

   By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer,
(iv) that the undersigned is not a broker-dealer tendering securities directly
acquired from the Issuer for its own account, and (v) the undersigned and each
Beneficial Owner acknowledge and agree that any person participating in the
Exchange Offer with the intention or for the purpose of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (together with the rules
and regulations promulgated thereunder, the "Securities Act"), in connection
with a secondary resale of the Exchange Notes acquired by such person and
cannot rely on the position of the Staff of the Securities and Exchange
Commission (the "Commission") set forth in the no-action letters that are
discussed in the section of the Prospectus entitled "The Exchange Offer--Resale
of the Exchange Notes."

                                      2



   In addition, by accepting the Exchange Offer, the undersigned hereby (i)
represents and warrants that, if the undersigned or any Beneficial Owner of the
Notes is a broker-dealer, such broker-dealer acquired the Notes for its own
account as a result of market-making activities or other trading activities and
has not entered into any arrangement or understanding with the Issuer or any
"affiliate" of the Issuer (within the meaning of Rule 405 under the Securities
Act) to distribute the Exchange Notes to be received in the Exchange Offer, and
(ii) acknowledges that, by receiving Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired as a result of market-making
activities or other trading activities, such broker-dealer will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

[_] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.

[_] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE
    OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
    COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).

[_] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
    TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
    BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer"
    BELOW (Box 5).

                                      3



 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE
                                     BOXES



                                                      BOX 1

                                          DESCRIPTION OF NOTES TENDERED
                                  (Attach additional signed pages, if necessary)
- ------------------------------------------------------------------------------------------------------------------
                                                                           Aggregate Principal
Name(s) and Address(es) of Registered Note Holder(s), exactly Certificate        Amount        Aggregate Principal
         as name(s) appear(s) on Note Certificate(s)          Number(s) of   Represented by          Amount
                 (Please fill in, if blank)                      Notes*      Certificate(s)        Tendered**
- ------------------------------------------------------------------------------------------------------------------
                                                                                      
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------

                                                                 Total

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

    *  Need not be completed by persons tendering by book-entry transfer.

    ** The minimum permitted tender is $1,000 in principal amount of any series
       of Notes. All other tenders must be in integral multiples of $1,000 of
       principal amount. Unless otherwise indicated in this column, the
       principal amount of all Note Certificates identified in this Box 1 or
       delivered to the Exchange Agent herewith shall be deemed tendered.


                                    BOX 2

                             BENEFICIAL OWNER(S)
             -------------------------------------------------------

                State of Principal          Principal Amount of
                   Residence of          Tendered Securities Held
             Each Beneficial Owner of    for Account of Beneficial
                Tendered Securities                Owner
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------

                                      4



                                     BOX 3

                         SPECIAL DELIVERY INSTRUCTIONS
                         (See Instructions 5, 6 and 7)

  TO BE COMPLETED ONLY IF EXCHANGE NOTES EXCHANGED FOR NOTES AND UNTENDERED
  NOTES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE
  UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

  Mail Exchange Notes and any untendered Notes to:

  Name(s):

  ______________________________________________________________________________
  (please print)

  Address:

  ______________________________________________________________________________

  ______________________________________________________________________________

  ______________________________________________________________________________
  (include Zip Code)

  Tax Identification or Social Security No.:
  _____________________________________________________

                                     BOX 4

                          USE OF GUARANTEED DELIVERY
                              (See Instruction 2)

  TO BE COMPLETED ONLY IF NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF
  GUARANTEED DELIVERY.

  Name(s) of Registered Holder(s):

  ______________________________________________________________________________

  Date of Execution of Notice of Guaranteed Delivery:
  ____________________________________________

  Name of Institution which Guaranteed Delivery:
  ________________________________________________

                                     BOX 5

                          USE OF BOOK-ENTRY TRANSFER
                              (See Instruction 1)

  TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY
  BOOK-ENTRY TRANSFER.

  Name of Tendering Institution:
  _________________________________________________________________

  Account Number:
  _________________________________________________________________________

  Transaction Code Number:
  _________________________________________________________________

                                      5



                                                               
- -----------------------------------------------------------------------------------------------------------------------
                                               BOX 6
                                    TENDERING HOLDER SIGNATURE
                                    (See Instructions 1 and 5)
                             In Addition, Complete Substitute Form W-9
- -----------------------------------------------------------------------------------------------------------------------
  X ____________________________________________________          Signature Guarantee
                                                                  (If required by Instruction 5)
  X ____________________________________________________          Authorized Signature
       Signature of Registered Holder(s) or
       Authorized Signatory                                       X ________________________________________
                                                                  Name: ____________________________________
                                                                                (please print)
  Note: The above lines must be signed by the                     Title: ___________________________________
  registered holder(s) of Notes as their name(s)                  Name of Firm: ____________________________
  appear(s) on the Notes or by person(s) authorized to                       Must be an Eligible Institution
  become registered holder(s) (evidence of such                              as defined in Instruction 2
  authorization must be transmitted with this Letter of           Address: _________________________________
  Transmittal). If signature is by a trustee, executor,
  administrator, guardian, attorney-in-fact, officer, or                 ___________________________________
  other person acting in a fiduciary or representative                   ___________________________________
  capacity, such person must set forth his or her full                        (include Zip Code)
  title below. See Instruction 5.
  Name(s): _____________________________________________          Area Code and Telephone Number:

         _______________________________________________                 ___________________________________
  Capacity: ____________________________________________          Dated:   _________________________________

         _______________________________________________

  Street Address: ______________________________________

         _______________________________________________
                       (include Zip Code)
  Area Code and Telephone Number:
         _______________________________________________
  Tax Identification or Social Security Number:
         _______________________________________________
- -----------------------------------------------------------------------------------------------------------------------



                                     BOX 7

                             BROKER-DEALER STATUS
- --------------------------------------------------------------------------------

   [_] Check here if the Beneficial Owner is a Participating Broker-Dealer who
       holds Notes acquired as a result of market making or other trading
       activities. If this box is checked, please send a copy of this Letter of
       Transmittal to Roundy's, Inc., attention Corporate Secretary, facsimile
       (262) 953-7979.

                                      6





- ------------------------------------------------------------------------------------------------------
                                    PAYOR'S NAME:  ROUNDY'S, INC.
- ------------------------------------------------------------------------------------------------------
                                                                          
                             Name (if joint names, list first and circle the name of the person or
                             entity whose number you enter in Part 1 below. See instructions if your
                             name has changed.)
                             -------------------------------------------------------------------------
                             Address
 SUBSTITUTE                  -------------------------------------------------------------------------
 Form W-9                    City, State and ZIP Code
 Department of the Treasury  -------------------------------------------------------------------------
 Internal Revenue Service    List account number(s) here (optional)
                             -------------------------------------------------------------------------
                             Part 1 -- PLEASE PROVIDE YOUR TAXPAYER             Social Security Number
                             IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT          or TIN
                             AND CERTIFY BY SIGNING AND DATING BELOW
                             -------------------------------------------------------------------------
                             Part 2 -- Check the box if you are NOT subject to backup withholding
                             under the provisions of section 3406(a)(1)(C) of the Internal Revenue
                             Code because (1) you have not been notified that you are subject to
                             backup withholding as a result of failure to report all interest or
                             dividends or (2) the Internal Revenue Service has notified you that you
                             are no longer subject to backup withholding.
                                                                                         [_]
- -                            -------------------------------------------------------------------------
                             CERTIFICATION -- UNDER THE PENALTIES OF PERJURY,   Part 3 -- Awaiting TIN
                             I CERTIFY THAT THE INFORMATION PROVIDED ON THIS             [_]
                             FORM IS TRUE, CORRECT AND COMPLETE.
                             SIGNATURE ________________________________________
                             DATE:       ______________________________________
- ------------------------------------------------------------------------------------------------------


Note:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
      WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE  EXCHANGE
      OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION  OF
     TAXPAYER  IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
      DETAILS.

                                      7



                                ROUNDY'S, INC.

                     INSTRUCTIONS TO LETTER OF TRANSMITTAL

                   FORMING PART OF THE TERMS AND CONDITIONS
                             OF THE EXCHANGE OFFER

   1.  Delivery of this Letter of Transmittal and Notes.  A properly completed
and duly executed copy of this Letter of Transmittal, including Substitute Form
W-9, and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at its address set forth herein, and either
certificates for Tendered Securities must be received by the Exchange Agent at
its address set forth herein or such Tendered Securities must be transferred
pursuant to the procedures for book-entry transfer described in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering" (and a
confirmation of such transfer received by the Exchange Agent), in each case
prior to 12:00 midnight, New York City time, on the Expiration Date. The method
of delivery of certificates for Tendered Securities, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the tendering holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. Instead
of delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Notes should be sent to the
Issuer. Neither the Issuer nor the registrar is under any obligation to notify
any tendering holder of the Issuer's acceptance of Tendered Securities prior to
the closing of the Exchange Offer.

   2.  Guaranteed Delivery Procedures.  Holders who wish to tender their Notes
but whose Notes are not immediately available, and who cannot deliver their
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date must tender their Notes according
to the guaranteed delivery procedures set forth below, including completion of
Box 4. Pursuant to such procedures: (i) such tender must be made by or through
a firm which is a member of a recognized Medallion Program approved by the
Securities Transfer Association Inc. (an "Eligible Institution") and the Notice
of Guaranteed Delivery must be signed by the holder; (ii) prior to the
Expiration Date, the Exchange Agent must have received from the holder and the
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting
forth the name and address of the holder, the certificate number(s) of the
Tendered Securities and the principal amount of Tendered Securities, stating
that the tender is being made thereby and guaranteeing that, within three New
York Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal together with the certificate(s) representing the Notes or a
confirmation of book-entry transfer of the Notes into the Exchange Agent's
account at the Depositary Trust Company (the "DTC") and any other required
documents will be deposited by the Eligible Institution with the Exchange
Agent; and (iii) such properly completed and executed Letter of Transmittal or
facsimile of the Letter of Transmittal, as well as all other documents required
by this Letter of Transmittal and the certificate(s) representing all Tendered
Securities in proper form for transfer or a confirmation of book-entry transfer
of the Notes into the Exchange Agent's account at the DTC, must be received by
the Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date. Any holder who wishes to tender Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery relating to such Notes prior
to 12:00 midnight, New York City time, on the Expiration Date. Failure to
complete the guaranteed delivery procedures outlined above will not, of itself,
affect the validity or effect a revocation of any Letter of Transmittal form
properly completed and executed by an Eligible Holder who attempted to use the
guaranteed delivery process.

   3.  Beneficial Owner Instructions to Registered Holders.  Only a holder in
whose name Tendered Securities are registered on the books of the registrar (or
the legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of
Tendered Securities who is not the registered holder must arrange promptly with
the registered holder to execute and

                                      8



deliver this Letter of Transmittal on his or her behalf through the execution
and delivery to the registered holder of the Instructions to Registered Holder
and/or Book-Entry Transfer Facility Participant from Beneficial Owner form
accompanying this Letter of Transmittal.

   4.  Partial Tenders.  Tenders of Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Notes held by the holder is tendered, the tendering holder should
fill in the principal amount tendered in the column labeled "Aggregate
Principal Amount Tendered" of the box entitled "Description of Notes Tendered"
(Box 1) above. The entire principal amount of Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all Notes held by the holder is not tendered, then
Notes for the principal amount of Notes not tendered and Exchange Notes issued
in exchange for any Notes tendered and accepted will be sent to the Holder at
his or her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, as soon as practicable following
the Expiration Date.

   5.  Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.  If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Securities, the signature must correspond
with the name(s) as written on the face of the Tendered Securities without
alteration, enlargement or any change whatsoever.

   If any of the Tendered Securities are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Securities are held in different names, it will be necessary to complete, sign
and submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Securities are held.

   If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Securities, and Exchange Notes issued in exchange therefor are to be
issued (and any untendered principal amount of Notes is to be reissued) in the
name of the registered holder(s), then such registered holder(s) need not and
should not endorse any Tendered Securities, nor provide a separate bond power.
In any other case, such registered holder(s) must either properly endorse the
Tendered Securities or transmit a properly completed separate bond power with
this Letter of Transmittal, with the signature(s) on the endorsement or bond
power guaranteed by an Eligible Institution.

   If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Securities, such Tendered Securities must
be endorsed or accompanied by appropriate bond powers, in each case, signed as
the name(s) of the registered holder(s) appear(s) on the Tendered Securities,
with the signature(s) on the endorsement or bond power guaranteed by an
Eligible Institution.

   If this Letter of Transmittal or any Tendered Securities or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
the Issuer, evidence satisfactory to the Issuer of their authority to so act
must be submitted with this Letter of Transmittal.

   Endorsements on Tendered Securities or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.

   Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Securities are tendered (i) by a registered
holder who has not completed the box set forth herein entitled "Special
Delivery Instructions" (Box 3) or (ii) by an Eligible Institution.

   6.  Special Delivery Instructions.  Tendering holders should indicate, in
the applicable box (Box 3), the name and address to which the Exchange Notes
and/or substitute Notes for principal amounts not tendered or not accepted for
exchange are to be sent, if different from the name and address of the person
signing this Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person named
must also be indicated.

                                      9



   7.  Transfer Taxes.  The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Notes pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

   Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Securities listed in this
Letter of Transmittal.

   8.  Tax Identification Number.  Federal income tax law requires that the
holder(s) of any Tendered Securities which are accepted for exchange must
provide the Issuer (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Issuer is not provided with the correct TIN, the
Holder may be subject to backup withholding and a $50 penalty imposed by the
Internal Revenue Service. (If withholding results in an over-payment of taxes,
a refund may be obtained.) Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

   To prevent backup withholding, each holder of Tendered Securities must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer subject
to backup withholding. If the Tendered Securities are registered in more than
one name or are not in the name of the actual owner, consult the "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.

   The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligation regarding backup
withholding.

   9.  Validity of Tenders.  All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Securities will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to
reject any and all Notes not validly tendered or any Notes the Issuer's
acceptance of which would, in the opinion of the Issuer or its counsel, be
unlawful. The Issuer also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of Notes as to any
ineligibility of any holder who seeks to tender Notes in the Exchange Offer.
The interpretation of the terms and conditions of the Exchange Offer (including
this Letter of Transmittal and the instructions hereto) by the Issuer shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Notes must be cured within such time as the
Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Notes will not
be deemed to have been made until such defects or irregularities have been
cured or waived. Any Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holders, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.

   10.  Waiver of Conditions.  The Issuer reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Tendered Securities.

                                      10



   11.  No Conditional Tender.  No alternative, conditional, irregular, or
contingent tender of Notes or transmittal of this Letter of Transmittal will be
accepted.

   12.  Mutilated, Lost, Stolen or Destroyed Notes.  Any tendering Holder whose
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated herein for further instructions.

   13.  Requests for Assistance or Additional Copies.  Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.

   14.  Acceptance of Tendered Securities and Issuance of Exchange Notes;
Return of Notes.  Subject to the terms and conditions of the Exchange Offer,
the Issuer will accept for exchange all validly tendered Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer
shall be deemed to have accepted tendered Notes when, as and if the Issuer has
given written or oral notice (immediately followed in writing) thereof to the
Exchange Agent. If any Tendered Securities are not exchanged pursuant to the
Exchange Offer for any reason, such unexchanged Notes will be returned, without
expense, to the undersigned at the address shown in Box 1 or at a different
address as may be indicated herein under "Special Delivery Instructions" (Box
3).

   15.  Withdrawal.  Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal
of Tenders."

                                      11

EX-99.2

                                                                   Exhibit 99.2

                                 INSTRUCTIONS

                          TO REGISTERED HOLDER AND/OR
                        BOOK-ENTRY TRANSFER PARTICIPANT
                           FROM BENEFICIAL OWNER OF

                                ROUNDY'S, INC.

                   8 7/8% Senior Subordinated Notes due 2012

   To Registered Holder and/or Participant of the Book Entry Transfer Facility:

   The undersigned hereby acknowledges receipt of the Prospectus, dated January
  , 2003 (the "Prospectus") of Roundy's, Inc., a Wisconsin corporation (the
"Issuer"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.

   This will instruct you, a registered holder and/or Book-Entry Transfer
Facility Participant, as to action to be taken by you relating to the Exchange
Offer with respect to the $75,000,000 in aggregate principal amount of the
Issuer's 8 7/8% Senior Subordinated Notes due 2012 (the "Notes") held by you
for the account of the undersigned.

   The aggregate principal amount of the Notes held by you for the account of
the undersigned is (fill in amount):

       $        of the 8 7/8% Senior Subordinated Notes due 2012.

   With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

      [_] TO TENDER Notes held by you for the account of the undersigned in the
          aggregate principal amount of (fill in amount, if any):

       $        of the 8 7/8% Senior Subordinated Notes due 2012.

      [_] NOT TO TENDER any Notes held by you for the account of the
          undersigned.

   If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized:

   (a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state)        , (ii) the undersigned is not participating, does not
participate, and has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes, (iii) the Exchange Notes
to be acquired by the undersigned and any Beneficial Owner(s) in connection
with the Exchange Offer are being acquired by the undersigned and any
Beneficial Owner(s) in the ordinary course of business of the undersigned and
any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not
participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the
Exchange Notes, (v) except as otherwise disclosed in writing herewith, neither
the undersigned nor any Beneficial Owner is an "affiliate," as defined in Rule
405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a
broker-dealer tendering securities directly acquired from the Issuer for its
own account, and (vii) the undersigned and each Beneficial Owner acknowledge
and agree that any person participating in the Exchange Offer with the
intention or for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended (together with the rules and regulations promulgated
thereunder, the "Securities Act"), in connection with a secondary resale of the
Exchange Notes acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission (the "Commission") set forth in
the no-action letters that are discussed in the section of the Prospectus
entitled "The Exchange Offer;"

   (b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and

   (c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Notes.



                                    SIGN HERE

  Name of beneficial owner(s):
                        -------------------------------------------------------

  Signature(s):
             ------------------------------------------------------------------

  Name (please print):
                    -----------------------------------------------------------

  Address:
             ------------------------------------------------------------------

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

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

  Telephone Number:
                  -------------------------------------------------------------

  Taxpayer Identification or Social Security Number:
                                         --------------------------------------

  Date:
             ------------------------------------------------------------------

                                      2

EX-99.3

                                                                   Exhibit 99.3
                         NOTICE OF GUARANTEED DELIVERY

                                ROUNDY'S, INC.

                                With Respect to
                   8 7/8% Senior Subordinated Notes due 2012

               Pursuant to the Prospectus Dated January   , 2003

   This form must be used by a holder of 8 7/8% Senior Subordinated Notes due
2012 (the "Notes") of Roundy's, a Wisconsin corporation (the "Issuer"), who
wishes to tender Notes to the Exchange Agent pursuant to the guaranteed
delivery procedures described in "The Exchange Offer--Guaranteed Delivery
Procedures" of the Issuer's Prospectus, dated January   , 2003 and in
Instruction 2 to the related Letter of Transmittal. Any holder who wishes to
tender Notes pursuant to such guaranteed delivery procedures must ensure that
the Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.

           THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
           MIDNIGHT, NEW YORK CITY TIME, ON                , 2003 UNLESS
           EXTENDED (THE "EXPIRATION DATE").


                           BNY MIDWEST TRUST COMPANY
                            (the "Exchange Agent")

                                            
 By Overnight Courier or Registered/Certified
                      Mail:                                By Hand:

             The Bank of New York                    The Bank of New York
          101 Barclay Street--7 East              101 Barclay Street--7 East
           New York, New York 10286                New York, New York 10286
           Attention: Diane Amoroso,            Corporate Trust Services Window
          Corporate Trust Department,              Attention: Diane Amoroso,
              Reorganization Unit                     Reorganization Unit

            Facsimile Transmission:               For Information Telephone:

                (212) 298-1915                          (212) 815-3738

  Confirm Receipt of Facsimile by Telephone:

                (212) 815-3738

 

   Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery.

   This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.



   Ladies and Gentlemen:

   The undersigned hereby tenders to the Issuer, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

   The undersigned hereby tenders the Notes listed below:

                                                                   
- --------------------------------------------------------------------------------------------
Certificate Number(s) (if knows) of Notes or Account Aggregate Principal Aggregate Principal
         Number at the Book-Entry Facility           Amount Represented    Amount Tendered
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------

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

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

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

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






                            PLEASE SIGN AND COMPLETE
       ------------------------------------------------------------------
                                          

       Signatures of Registered Holder(s) or Date: ________________, 2003
       Authorized Signatory: _______________
                                             Address: ___________________
       ------------------------------------
                                             ----------------------------
       ------------------------------------
                                             Area Code and Telephone No.
       Name(s) of Registered Holder(s):

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

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


                                      2



    This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
 as their name(s) appear on certificates for Notes or on a security position
 listing as the owner of Notes, or by person(s) authorized to become holder(s)
 by endorsements and documents transmitted with this Notice of Guaranteed
 Delivery. If signature is by a trustee, executor, administrator, guardian,
 attorney-in-fact, officer or other person acting in a fiduciary or
 representative capacity, such person must provide the following information.

                     Please print name(s) and address(es)

 Name(s) _______________________________________________________________________

 Capacity: _____________________________________________________________________

 Address(es): __________________________________________________________________

 _______________________________________________________________________________

 _______________________________________________________________________________




                                   GUARANTEE
                   (Not to be used for signature guarantee)

               The undersigned, a firm which is a member of a registered national securities exchange or of the National
            Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or
            correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of
            Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange
            Agent of the Letter of Transmittal (or facsimile thereof), together with the Notes tendered hereby in proper
            form for transfer (or confirmation of the book-entry transfer of such Notes into the Exchange Agent's account
            at the Book-Entry Transfer Facility described in the Prospectus under the caption "The Exchange Offer" and
            in the Letter of Transmittal) and any other required documents, all by 12:00 midnight, New York City time,
            on the third New York Stock Exchange trading day following the Expiration Date.

                                                             

           Name of firm: _________
                                                                ---------------------------------
           Address: ______________                                   (Authorized Signature)

           -----------------------                              Name: ___________________________
             (Include Zip Code)                                          (Please Print)

           Area Code and Tel. No.                               Title: __________________________

                                                                Dated: ____________________, 2003


   DO NOT SEND NOTES WITH THIS FORM. ACTUAL SURRENDER OF NOTES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

                                      3



                INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

   1.  Delivery of this Notice of Guaranteed Delivery.  A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address as set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole risk
of the holder, and the delivery will be deemed made only when actually received
by the Exchange Agent. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. As an alternative to
delivery by mail, the holders may wish to consider using an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedures, see
Instruction 2 of the related Letter of Transmittal.

   2.  Signatures on this Notice of Guaranteed Delivery.  If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face
of the Notes without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a
security position listing as the owner of the Notes, the signature must
correspond with the name shown on the security position listing as the owner of
the Notes.

   If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.

   If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Issuer of such person's authority to so act.

   3.  Requests for Assistance or Additional Copies.  Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.

                                      4