Employment Agreement - Dean & DeLuca Inc. and George Mileusnic


                                  DEAN & DELUCA
                                  560 Broadway
                            New York, New York 10012



March 14, 2000



VIA FACSIMILE (316) 291-3599

George Mileusnic
9422 Cross Creek
Wichita, KS  67206

Dear George:

It gives me great pleasure to offer you the position of Executive Vice President
and Chief Financial Officer (EVP/CFO), of Dean & DeLuca, Inc.
('Dean & DeLuca').

As EVP/CFO, your broad responsibilities will include, financial reporting and
control, management information systems, investor relations, SEC reporting and
risk management. You will report directly to me.

We would anticipate that you will need to travel extensively for the next year
and will be involved in the completion of the setup of our accounting and
administration in Wichita. Thereafter, you will be expected to relocate to our
corporate headquarters in San Francisco.

o     Your annual base salary will be $200,000.00, with a $25,000.00 sign on
      bonus once the company goes public.

o     You will be eligible for an annual performance bonus of up to 50% of your
      base salary, payable on your first anniversary date, based upon achieving
      mutually acceptable targets and objectives, although 50% of this bonus
      will be guaranteed. The entire bonus, however, is contingent upon Dean & DeLuca successfully completing an IPO.

o     Your annual base salary will be subject to an adjustment based on a
      documented formula, which measures the difference of cost of living
      between Wichita and San Francisco. We will also pay reasonable travel and
      shipping expenses from Wichita to San Francisco.

o     Finally, you will be granted 100,000 options to acquire the common stock
      of Dean & DeLuca at $4.18 per share, subject to our four-year vesting
      schedule (the options become automatically 



George Mileusnic
March 14, 2000
Page 2


      vested in the event of change of control).

o     A copy of the stock option plan and stock option agreement is enclosed
      with this letter.

o     You will also be eligible to participate in our 401K plan after one year
      of employment and participate in our standard healthcare plan, upon
      completion of the 90 days of employment (we will reimburse you for your
      COBRA payments during this 90 day period). You will be entitled to three
      (3) weeks of vacation during your first year.

George, Dane and I are extremely pleased that you will be joining the team, and
believe you will make a valuable contribution to the company as it embarks on
its exciting new growth mission.

This offer will remain in effect until Wednesday, March 22, 2000. Please let us
know your firm start date.

Yours sincerely,


/s/ JOHN B. RICHARDS          
------------------------------
John B. Richards
President



I accept employment with Dean & DeLuca according to the terms set forth above.
My start date will be May 1, 2000.


/s/ GEORGE MILEUSNIC                      3/14/00
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Signature                                 Date