AMENDMENT NO. 1 TO

                             AMENDED AND RESTATED

                         TRADEMARK LICENSE AGREEMENT


     THIS AMENDMENT NO. 1 is made as of the 31st day of December, 1997 (this 
"Amendment"), by and between FAMOUS VALUE BRANDS,  a division of PHILIP 
MORRIS INCORPORATED, a Virginia corporation with offices at 120 Park Avenue, 
New York, New York 10017 ("Manufacturer"), and CORE-MARK INTERRELATED 
COMPANIES, INC., a California corporation with offices at 395 Oyster Point 
Boulevard, Suite 415, South San Francisco, California 94080 ("Licensor").

     WHEREAS, this Amendment is an amendment to that certain Amended and 
Restated Trademark License Agreement, dated as of July 1, 1993 (the "Amended 
and Restated Trademark and License Agreement"), between Manufacturer and 
Licensor.

     NOW, THEREFORE, Manufacturer and Licensor agree as follows:



                                    ARTICLE I

                                   AMENDMENTS

     Section 1.1 AMENDMENT TO SECTION 3. The Amended and Restated Trademark 
License Agreement is hereby amended by deleting the reference to "December 
31, 1998" contained in Section 3 and inserting in lieu thereof "December 31, 
2001 (or December 31, 2002, if the Manufacturing Agreement shall have been 
extended to such date)".

                                    ARTICLE II

                                GENERAL PROVISIONS

     Section 2.1 NO FURTHER MODIFICATION. The Amended and Restated Trademark 
License Agreement shall remain in full force and effect on the terms and 
conditions contained therein and herein, and shall not be deemed to be 
amended, modified or supplemented in any respect except as expressly set 
forth in this Amendment. For purposes of this Amendment, each of the 
representations, warranties and agreements of Licensor in Section 5 of the 
Amended and Restated Trademark License Agreement shall be deemed to be made 
by Licensor on and as of the date hereof.

     Section 2.2 SEVERABILITY. If any provision of this Amendment is 
determined to be invalid or


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unenforceable, the provision shall be deemed to be severable from the 
remainder of this Amendment and shall not cause the invalidity or 
unenforceability of the remainder of this Amendment.

     Section 2.3 GOVERNING LAW. This Amendment shall be governed by and 
construed in accordance with the laws of the State of New York (other than 
the choice of law provisions thereof).

     Section 2.4 ENTIRE AGREEMENT. This Amendment constitutes the entire 
agreement between the parties with respect to the subject matter hereof.


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     IN WITNESS WHEREOF the parties have duly executed this Amendment as of 
the date first set out above.

FAMOUS VALUE BRANDS, A                 CORE-MARK INTERRELATED
DIVISION OF PHILIP MORRIS               COMPANIES, INC.
INCORPORATED, A VIRGINIA
CORPORATION


By: /s/ Roy Anise                      By: /s/ Robert A. Allen
   ---------------------------            ---------------------------
Its: V.P. - Discount Brands               Robert A. Allen
     ----------------------               President
Dated: 12/29/97                        Dated: 12/16/97


The undersigned agrees and consents
to each of the terms and conditions
of this Amendment No. 1:

CORE-MARK INTERNATIONAL INC.


By: /s/ Robert A. Allen
   ---------------------------
   Robert A. Allen
   President

Dated:


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