EXHIBIT 10.6 MEMBERSHIP AND LICENSING AGREEMENT This agreement is entered into this 1st day of August, 1973, by and between TOPCO ASSOCIATES, INC., (COOPERATIVE), a cooperative association organized under the laws of the State of Wisconsin (hereinafter called Association), and Schultz Sav-O Stores, Inc., a corporation organized under the laws of the State of Wisconsin (hereinafter called Member), and supersedes any prior membership or licensing agreements. It is mutually agreed as follows: 1. The terms and provisions of the Articles of Incorporation and Bylaws of the Association are hereby incorporated in this agreement as is fully set forth herein. Each amendment to said Articles of Incorporation and Bylaws shall be treated as an amendment to this agreement. 2. The Association grants to the member a license to sell and distribute from its warehouse or warehouses in the following location or locations products bearing the trademarks or trade names owned by the Association set forth in Exhibit A (as the same may from time to time be amended by agreement of the parties): Sheboygan, Wisconsin Racine, Wisconsin 3. Member shall provide to the Association a list of stores serviced by the warehouses described in paragraph 2 as of June 30 and December 31 of each year. IN WITNESS WHEREOF, the parties hereto have signed this agreement. TOPCO ASSOCIATES, INC. By /s/ Robert D. Fernd SCHULTZ SAV-O STORES, INC. By /s/ Howard C. Dickelman EXHIBIT A Membership and Original: Dated August 1, 1973 Licensing Agreement Between Topco Associates, Revision: Dated May 14, 1985 Inc. and Schultz Sav-O Stores, Inc. Revision No. 2; supersedes Exhibit dated: July 18, 1974 Programs of the Association in which the Member is entitled to participate: Frozen Dairy Grocery Proc Meat, Fish & Poultry Equipment/Supplies Produce HBA/General Merchandise SBM Fresh Meat Trademarks and trade names in the following Brand Groups as established by the Membership and owned by the Association: AM Brands Group Beacon Top Crest Valu Time Elna Top Fresh Valu Pro Mega TA Brands Group Dog Club Gaylord Top Frost Food Club Topco Member Own Brand: [_] Yes [X] No