December 27, 1996

Mr. James Thewis, VP of Operations                                                                                                      Bests FoodService, Inc.                                                                                                                          8900 Miramar Place                                                                                                                                  San Diego, CA 92121

Subject: Environmental Audit Report

Dear Mr. Thewis:

Attached is the report of the Environmental Review conducted at your location on November 22, 1996. Please note that you have also been provided with a summary sheet of recommendations on a table at the end of the report. This table is used to track and report your follow-up to the recommendations listed in the attached report. Please send this form, once completed, to Mr. Ted Starks, Senior Project Manager within the Real Estate and Construction section of Bests FoodService Inc., Ten Parkway North, Northfield, IL 60015. Mr. Starks can be reached at (847) 205 8815.

If there are any questions concerning this report, please let Ted or myself know. Please thank your staff on-site for their assistance during this audit.

Sincerely,

John R. Wiemhoff, CHMM, REM. REA, CEA, Environmental Technical Director

Bests FoodService Environmental Audit; San Diego, CA; November 22, 1996                Executive Summary

An environmental audit was conducted at the San Diego, CA Bests FoodService site by John Wiemhoff on November 22, 1996. During this audit, an opening meeting was held with the following site personnel: Mr. Jim Thewis, VP of Operations and Mr. Nik Norris, Facility Engineering Manager/Environmental Coordinator. The opening meeting was followed by a review of the plant layout print, followed by a brief plant tour. Following the tour, key personnel were interviewed, and site environmental compliance and project files were reviewed.

Site environmental areas with program areas complete were the following: CFC management; facility management organization; secondary containment for aboveground tanks.

Areas in which the site is encouraged to address further are: replace or upgrade UST; No PCB determinations, continued stormwater permit documentation.

BESTS FOODSERVICE, INC.

AUDIT DATE: November 22, 1996; LOCATION: San Diego, CA; AUDITOR: J.R. Wiemhoff

ENVIRONMENTAL COMPLIANCE PROGRAM AUDIT; SCORING SUMMARY

AUDIT SECTION                 POSS. SCORE  ACT. SCORE

JRW Environmental Consulting, Inc., 990 Ponderosa Lane, Barrington, IL  60010                        Phone: (847) 705 7781  e-mail: jwiemhoff@jrwenviro.com                                                         Web Site: http//www.jrwenviro.com