Execution Copy
November 6, 2000

Jeffrey Freimark

Re:  Amendment to Employment Agreement dated April 13, 2000

Dear Jeffrey:


The following sets forth the agreement between you and The Grand Union Company,
a Delaware corporation (the "Company"), regarding the terms of the amendment
("Amendment") to the employment agreement between you and the Company dated
April 13, 2000 (the "Employment Agreement"). In this regard, the Employment
Agreement is amended such that the amount of the Termination Payments set forth
in paragraphs 7(a) and 7 (b) are deleted and replaced in the aggregate by the
termination payments set forth in the Sale Bonus Agreement dated November 6,
2000 and the Retention Bonus Agreement dated November 6, 2000. Accordingly, you
are eligible for the Sale Bonus Payments and Retention Bonus Payments pursuant
to the terms of those agreements and are no longer eligible for the Termination
Payments under your Employment Agreement. In the event you are Involuntarily
Terminated, as such term is defined in the Sale Bonus and Retention Bonus
Agreements, you shall receive such Retention Bonus Payments within three (3)
days of the date of such Involuntary Termination and shall receive such Sale
Bonus Payments upon a Change in Control, as such term is defined in the Sale
Bonus Agreement. If your employment is not terminated, you shall receive the
Sale Bonus Payments and Retention Bonus Payments as set forth in those
agreements. The Employment Agreement is further amended by deleting the
following paragraphs: (i) paragraph 3(d) relating to SERP eligibility and (ii)
paragraph 4 and attachment A relating to stock options. The Employment Agreement
is clarified to indicate that (i) under paragraph 3(b) the minimum performance
threshold under the Bonus Plan for Fiscal Year 2001 is $77,000,000 of EBITDA and
(ii) Change of Control as defined in the Employment Agreement includes a sale of
substantially all of the Company's assets or a change of ownership effectuated
through a bankruptcy proceeding.

In addition, upon Bankruptcy Court approval of your Employment Agreement as
amended hereby and subject to obtaining any requisite consent of the lenders
under the Company's DIP financing agreement, the Company will advance you
$187,500, as an advance against payments which will be due you pursuant to, and
upon compliance with, the terms of your Retention Bonus Agreement dated November
6, 2000 with the Company. Such advance shall be applied against equally of each
of your three Retention Bonus Payments. If it is ultimately determined that you
are not eligible to receive such Retention Bonus Payments, you will reimburse
the Company for any remaining unearned portion of such advance, without
interest, within thirty (30) days thereafter.

All other terms of your Employment Agreement shall continue in full force and
effect and the October 2, 2000 amendment of your Employment Agreement is null
and void and shall be of no effect. This Amendment has been approved by the
Board and by the Bankruptcy Court and all amounts payable hereunder shall be
paid as an administrative expense in such Bankruptcy proceeding.

                           Sincerely,

                           The Grand Union Company


                           By: _____________________________________
                               Name: Gary M. Philbin
                               President and Chief Executive Officer


Agreed to as of this 6th day of November, 2000.

_________________________________

Jeffrey Freimark