Form of Promotional Share Escrow Agreement

MODEL PROMOTIONAL SHARES LOCK-IN AGREEMENT


CLASS A ISSUER


I. This Promotional Share Lock-In Agreement ("Agreement"), which was
entered into on the ___ day of October 2003, by and between CENTENNIAL
SPECIALTY FOODS CORPORATION ("Issuer"), whose principal place of
business is located at 400 Inverness Parkway, Suite 200, Englewood,
Colorado 80112, and _________________________________ ("Security
Holder") witnesses that:


A. The Issuer has filed an application with the Securities
Administrators of all but five (5) of the States of the United
States of America, including certain States which have
required the lock-in of a specified number of Promotional
Shares held by the Security Holder and other existing Security
Holders of the Issuer, consisting of the States of Alabama,
Arizona, Iowa, Kansas, Nebraska, Ohio, Oklahoma, Pennsylvania,
Tennessee and Washington ("Administrators" as to the foregoing
10 States) to register certain of its Equity Securities for
sale to public investors who are registered in those States
("Registration");


B. The Security Holder is the owner of the shares of common stock
or similar securities and/or possesses convertible securities,
warrants, options or rights which may be converted into, or
exercised to purchase shares of common stock or similar
securities of Issuer.


C. As a condition to Registration, the Issuer and Security Holder
("Signatories") agree to be bound by the terms of this
Agreement.


II. THEREFORE, the Security Holder agrees not to sell, pledge, hypothecate,
assign, grant any option for the sale of, or otherwise transfer or
dispose of, whether or not for consideration, directly or indirectly, a
total of __________ shares of the Issuer's common stock and __________
shares of Class A Preferred Stock owned by the Security Holder, which
shares shall be deemed to be PROMOTIONAL SHARES as defined in the North
American Securities Administrators Association ("NASAA") Statement of
Policy on Corporate Securities Definitions ("Definitional Statement of
Policy"), and all certificates representing stock dividends, stock
splits, recapitalizations, and the like, that are granted to, or
received by, the Security Holder while the PROMOTIONAL SHARES are
subject to this Agreement ("Restricted Securities"). Capitalized terms
in this Agreement that are not defined in this Agreement have the
meanings specified in the Definitional Statement of Policy.


If the Restricted Securities under this Agreement have exercise or
conversion rights or other Equity Securities held by the Security
Holder are convertible into the Restricted Securities, the Security
Holder may execute the rights, but the exercised or converted Equity
Securities will also be Restricted Securities and subject to Lock-In
during the two year term of this Agreement as provided in the paragraph
which follows:


Beginning one year from the completion date of the public
offering, two and one-half percent (2 1/2%) of the Restricted
Securities may be released each quarter pro rata among the
Security Holders. All remaining Restricted Securities shall be
released from this Agreement on the anniversary of the second
year from the completion date of the public offering.


III. Therefore, the Signatories agree and will cause the following:


A. In the event of a dissolution, liquidation. merger,
consolidation, reorganization, sale or exchange of the
Issuer's assets or securities (including by way of tender
offer), or any other transaction or proceeding with a person
who is not a Promoter, which results in the distribution of
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