Trademark License Agreement

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 thereo ...