Karns Prime & Fancy Food, Ltd. - Page 16

                                       - 16 -                                         
                    Interest upon all principal advanced under this                   
               Note shall accrue, from the date of its advance and                    
               until repaid, at a rate of ten and seven tenths percent                
               (10.70%) per annum. * * *                                              
               Principal and interest due Lender under this Note shall                
               be payable as follows:                                                 
               (a) A payment of Ninety One Thousand Five Hundred Two                  
                    and 83/100 Dollars ($91,502.83), including princi-                
                    pal and accrued and unpaid interest, shall be due                 
                    and payable on March 9 2002; a payment of Ninety                  
                    One Thousand Five Hundred Two and 83/100                          
                    Dollars($91,502.83), including principal and ac-                  
                    crued and unpaid interest, shall be due and pay-                  
                    able on March 9 2003; a payment of Ninety One                     
                    Thousand Five Hundred Two and 83/100                              
                    Dollars($91,502.83), including principal and ac-                  
                    crued and unpaid interest, shall be due and pay-                  
                    able on March 9 2004, a payment of Ninety One                     
                    Thousand Five Hundred Two and 83/100                              
                    Dollars($91,502.83), including principal and ac-                  
                    crued and unpaid interest, shall be due and pay-                  
                    able on March 9 2005; and                                         
               (b) The entire remaining principal balance, plus all                   
                    accrued and unpaid interest, shall be due and                     
                    payable in full on June 9, 2005.                                  
                  *       *       *       *       *       *       *                   
                    This Note shall be IN DEFAULT and, at Lender’s                    
               option, the total unpaid principal under this Note, all                
               accrued interest thereon and all other amounts owed by                 
               any Maker to Lender, whether evidenced by this Note or                 
               otherwise, shall be immediately due and payable, with-                 
               out notice, protest, or demand, upon the occurrence of                 
               any one or more of the following events of default:                    
               (a) the failure of any Maker to pay any amount when due                
               or to perform any other obligation as required under                   
               this Note; (b) the occurrence of any default by any                    
               Maker or any future guarantor (there presently being no                
               guarantors) of this Note (called a “Guarantor” below)                  
               under any other obligation to or agreement with Lender                 
               or any SUPERVALU Entity (as defined below), including                  
               any default by any Maker or any Guarantor under any                    
               supply agreement in favor of any SUPERVALU Entity and                  
               any failure by any Maker or any Guarantor to pay any                   





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