Restricted Stock Award Agreement - Fleming Companies Inc. and John M. Thompson


              RESTRICTED STOCK AWARD AGREEMENT FOR
                   THE FLEMING COMPANIES, INC.
                    1996 STOCK INCENTIVE PLAN

          THIS RESTRICTED STOCK AWARD AGREEMENT (the 'Agreement')
entered into as of the 21st day of December, 1999, by and between
Fleming Companies, Inc., an Oklahoma corporation (the 'Company'),
and John M. Thompson (herein referred to as the 'Participant');

                      W I T N E S S E T H:
                                
          WHEREAS, the Company has previously adopted the Fleming
Companies, Inc. 1996 Stock Incentive Plan and certain amendments
thereto (the 'Plan'); and

          WHEREAS, in connection with his employment with the
Company and anticipated future duties with eMAR.net, Inc., a
Delaware corporation and a wholly owned subsidiary of the Company
(together with its affiliates, successors and assigns hereinafter
referred to as 'eMAR'), the Company has awarded the Participant
15,000 shares of common stock under the Plan subject to the terms
and conditions of this Agreement.

          NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants herein contained, the
Participant and the Company agree as follows (all capitalized
terms used herein, unless otherwise defined, have the meaning
ascribed to such terms as set forth in the Plan):

     1.   The Plan.  The Plan, a copy of which is attached hereto
as Exhibit A, is hereby incorporated by reference herein and made
a part hereof for all purposes, and when taken with this
Agreement shall govern the rights of the Participant and the
Company with respect to the Award (as defined below).

     2.   Grant of Award.  The Company hereby grants to the
Participant an award (the 'Award') of 15,000 shares of Company
common stock, par value $2.50 per share (the 'Stock'), on the
terms and conditions set forth herein and in the Plan.

     3.   Terms of Award.

          (a)  Escrow of Shares.  A certificate representing the
shares of Stock subject to the Award (the 'Restricted Stock')
shall be issued in the name of the Participant and shall be
escrowed with the Secretary of the Company (the 'Escrow Agent')
subject to removal of the restrictions placed thereon or
forfeiture pursuant to the terms of this Agreement.

          (b)  Vesting. Vesting of the shares of Restricted Stock
is subject to fulfillment of all of the following conditions: (i)
subject to Sections 3(e) and 4, continuous employment by the
Participant with the Company or eMAR (whether or not then owned
50% or more by the Company) through December 20, 2002 and (ii)
subject to Section 3(c), occurrence of the 'Valuation Shortfall.'
The 'Valuation Shortfall' shall occur if on December 20, 2002,
the 'Fair Market Value' of Participant's 'Equity Awards' in eMAR
does not exceed the Fair Market Value of the shares of Restricted
Stock assuming they were then fully vested.

          (c)  Occurrence of the Valuation Shortfall.  In the
event the Valuation Shortfall has occurred and the Participant
has remained continuously employed by the Company or eMAR through
December 20, 2002, all or a portion of the Restricted Stock shall
vest such that the Fair Market Value of the Vested Stock (rounded
to the nearest whole share) shall equal the difference between
(i) the Fair Market Value of the Restricted Stock assuming the
shares of Restricted Stock were then fully vested  and (ii) the
Fair Market value of the Participant's Equity Awards in eMAR.
The remaining shares of Restricted Stock, if any, shall be
absolutely forfeited.

          (d)  Nonoccurrence of the Valuation Shortfall.  In the
event the Valuation Shortfall has not occurred and/or the
Participant has not remained continuously employed by the Company
or eMAR through December 20, 2002, all of the Restricted Stock
shall be absolutely forfeited and the Participant shall have no
interest therein of any kind whatsoever.

          (e)  Termination of Employment.  In the event the
Participant's employment with the Company or eMAR is terminated
prior to December 20, 2002 by reason of (i) death, (ii)
disability, (iii) without 'Cause,' or (iv) by the Participant for
'Good Reason,' then all shares of Restricted Stock (including any
'Accrued Dividends') shall immediately vest. Once vested pursuant
to the terms of this Agreement, the Restricted Stock shall be
deemed 'Vested Stock.'

          (f)  Voting Rights and Dividends.  The Participant
shall have all of the voting rights attributable to the shares of
Restricted Stock issued to him.  Regular quarterly cash dividends
declared and paid by the Company with respect to the shares of
Restricted Stock shall be paid to the Participant.  Any
extraordinary dividends declared and paid by the Company with
respect to shares of Restricted Stock ('Accrued Dividends') shall
not be paid to the Participant, but shall be accrued and paid to
the Participant when the Restricted Stock becomes Vested Stock.
Accrued Dividends shall be held by the Company as a general
obligation and paid to the Participant at the time the underlying
Restricted Stock becomes Vested Stock.

          (g)  Forfeiture.  Restricted Stock that does not become
Vested Stock pursuant to the terms of this Agreement shall be
absolutely forfeited and the Participant shall have no further
interest therein of any kind whatsoever.  In the event the
Participant's employment with the Company or eMAR is terminated
prior to December 20, 2002 for any reason other than (i) death,
(ii) disability, (iii) without Cause, or (iv) by the Participant
for Good Reason, then, all remaining shares of Restricted Stock
which have not yet been vested (including any Accrued Dividends)
shall be absolutely forfeited and the Participant shall have no
further interest therein of any kind whatsoever.

          (h)  Certain Definitions.

               (i)  Cause.  For purposes of this Agreement, termination 
of the employment for 'Cause' shall mean termination for one of the
following reasons: (A) the conviction of the Participant of a
felony by a federal or state court of competent jurisdiction; (B)
an act or acts of dishonesty taken by the Participant and
intended to result in substantial personal enrichment of the
Participant at the expense of the Company or eMAR (the
'Employer'); or (C) the Participant's 'willful' failure to follow
a direct, reasonable and lawful written order from his
supervisor, within the reasonable scope of the Participant's
duties, which failure is not cured within 30 days.  Further, for
purposes of this Subsection:
                    
                    (1)  No act, or failure to act, on the
Participant's part shall be deemed 'willful' unless done, or
omitted to be done, by the Participant not in good faith and
without reasonable belief that the Participant's action or
omission was in the best interest of the Employer.

                    (2)  The Participant shall not be deemed to
have been terminated for Cause unless and until there shall have
been delivered to the Participant a copy of a resolution duly
adopted by the affirmative vote of not less than three-fourths
(3/4ths) of the entire membership of the board of directors of
the Employer at a meeting called and held for such purpose (after
reasonable notice to the Participant and an opportunity for the
Participant, together with the Participant's counsel, to be heard
before the board of directors), finding that in the good faith
opinion of the board of directors the Participant was guilty of
conduct set forth in clauses (A), (B) or (C) above and specifying
the particulars thereof in detail.

               (ii) Equity Awards. The term 'Equity Awards' shall mean 
all of the stock options, restricted stock awards, phantom stock units,
stock appreciation rights or any other award of any kind wherein
the value is attributable to, or based on, a 'Security,'
including any and all Securities into which such Equity Awards
may have been converted or exchanged together with the proceeds
from any sale, exchange or other disposition thereof.
               
               (iii)  Fair Market Value.  The term 'Fair Market Value' 
shall have the following meanings depending upon the type of property
to which the term is applied:

                    A.  In the case of a share of stock as of
any date, the following rules shall apply:
                         
                         (1)  If the principal market for the stock is
a national securities exchange or the Nasdaq National Market (the 
'National Market'), then the Fair Market Value as of that date shall 
be the average of the lowest and highest reported sale prices of the
stock for the preceding fifteen trading days on the principal
exchange on which the stock is then listed or admitted to trading.

                         
                         (2)  If sale prices are not available or if 
the principal market for the stock is not a national securities exchange 
or the National Market, then the Fair Market Value as of that date shall
be the average of the highest bid and lowest asked prices for the
stock for the preceding fifteen trading days as reported on the
Nasdaq market, the Nasdaq OTC Bulletin Board Service or by the
National Quotation Bureau, Incorporated or a comparable service.

                         (3)  If paragraphs (1) and (2) next above are 
otherwise inapplicable, then the Fair Market Value of the stock shall be
determined in good faith by the Committee.

                    B.  In the case of all other Securities or
property the term Fair Market Value shall mean the value
determined as of a particular date by an independent accounting
firm or other outside consultant selected by the Company.
               
               (iv) Good Reason.  For purposes of this Agreement, 
'Good Reason' means the assignment to the Participant, without his 
consent, of any duties inconsistent in any respect with the Participant's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities or any other
action by the Employer which results in a diminishment in such
position, compensation, authority, duties or responsibilities,
other than an insubstantial and inadvertent action which is
remedied by the Employer promptly after receipt of written notice
thereof given by the Participant.
               
               (v)  Security.  The term 'Security' shall have the 
meaning ascribed to it in the Securities Act of 1933, as amended.
               
               (vi) Valuation Shortfall.  The term 'Valuation Shortfall' 
shall be determined as follows:

                    A.  The Participant shall deliver to the Company 
a list of all Equity Awards in eMAR he has received during the period
beginning December 21, 1999 and ending December 20, 2002, together 
with copies of all related plans, agreements or arrangements.
                    
                    B.  The list will be referred by the Company to an
independent accounting firm or other outside consultant selected
by the Company to determine the Fair Market Value of the Equity Awards.
                    
                    C.  The report of the independent accounting firm or 
other outside consultant shall be delivered to the Committee and the
Participant; and the Committee shall make the final determination
of whether the Valuation Shortfall has occurred.
          
          (i)  Vested Stock - Removal of Restrictions.  Upon
Restricted Stock becoming Vested Stock, all restrictions shall be
removed from the certificates representing such Stock and the
Secretary of the Company shall deliver to the Participant
certificates representing such Vested Stock free and clear of all
restrictions, except for any applicable securities laws
restrictions, together with a check in the amount of all Accrued
Dividends and, to the extent the Accrued Dividends are in the
form of property instead of cash, the property, without interest
thereon.

     4.   Change of Control.  Upon the occurrence of a Change of
Control Event prior to December 20, 2002, all Restricted Stock
shall become Vested Stock and the Company shall deliver to the
Participant certificates representing the Vested Stock free and
clear of all restrictions, together with any Accrued Dividends
attributable to such Vested Stock without interest thereon.

     5.   Legends.  The shares of Stock which are the subject of
the Award shall be subject to the following legend:

          'THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE
SUBJECT TO AND ARE TRANSFERRABLE ONLY IN ACCORDANCE WITH THAT
CERTAIN RESTRICTED STOCK AWARD AGREEMENT FOR THE FLEMING
COMPANIES, INC. 1996 STOCK INCENTIVE PLAN DATED THE 21ST DAY OF
DECEMBER, 1999.  ANY ATTEMPTED TRANSFER OF THE SHARES OF STOCK
EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT
SHALL BE NULL AND VOID AND WITHOUT EFFECT.  A COPY OF THE
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF FLEMING
COMPANIES, INC.'

     6.   Stock Powers and the Beneficiary.  The Participant
hereby agrees to execute and deliver to the Secretary of the
Company a stock power (endorsed in blank) in the form of Exhibit
B hereto covering his Award and authorizes the Secretary to
deliver to the Company any and all shares of Restricted Stock
that are forfeited under the provisions of this Agreement.  The
Participant further authorizes the Company to hold as a general
obligation of the Company any Accrued Dividends and to pay such
dividends to the Participant at the time the underlying
Restricted Stock becomes Vested Stock.

     7.   Nontransferability of Award.  The Participant shall not
have the right to sell, assign, transfer, convey, dispose,
pledge, hypothecate, burden, encumber or charge any shares of
Restricted Stock or any interest therein in any manner
whatsoever.

    8.   Notices.  All notices or other communications relating
to the Plan and this Agreement as it relates to the Participant
shall be in writing, shall be deemed to have been made if
personally delivered in return for a receipt, or if mailed, by
regular U.S. mail, postage prepaid, by the Company to the
Participant at his last known address evidenced on the payroll
records of the Company.

     9.   Binding Effect and Governing Law.  This Agreement shall
be (i) binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns except
as may be limited by the Plan and (ii) governed and construed
under the laws of the State of Oklahoma.

     10.  Withholding.  The Company and the Participant shall
comply with all federal and state laws and regulations respecting
the withholding, deposit and payment of any income, employment or
other taxes relating to the Award (including Accrued Dividends).

    11.  Award Subject to Claims or Creditors.  The Participant
shall not have any interest in any particular assets of the
Company, its parent, if applicable, or any Subsidiary by reason
of the right to earn an Award (including Accrued Dividends) under
the Plan and this Agreement, and the Participant or any other
person shall have only the rights of a general unsecured creditor
of the Company, its parent, if applicable, or a Subsidiary with
respect to any rights under the Plan or this Agreement.

     12.  Captions.  The captions of specific provisions of this
Agreement are for convenience and reference only, and in no way
define, describe, extend or limit the scope of this Agreement or
the intent of any provision hereof.

     13.  Counterparts.  This Agreement may be executed in any
number of identical counterparts, each of which shall be deemed
an original for all purposes, but all of which taken together
shall form but one agreement.

     14.  Protection of Business as Consideration.  As specific
consideration to the Company for the Restricted Stock Award:

          (a)  Confidential Information.  The Participant
acknowledges that during the course of his employment with the
Company and/or eMAR, he will have access to and gain knowledge of
highly confidential and proprietary information and trade
secrets.  He further acknowledges that the misuse,
misappropriation or disclosure of this information could cause
irreparable harm to the Company and/or eMAR, both during and
after the term of his employment.  Therefore, he agrees that
during his employment and at all times thereafter he will hold in
a fiduciary capacity for the benefit of the Company and/or eMAR
and will not divulge or disclose, directly or indirectly, to any
other person, firm or business, all confidential or proprietary
information, knowledge and data (including, but not limited to,
processes, programs, trade 'know how,' ideas, details of
contracts, marketing plans, strategies, business development
techniques, business acquisition plans, personnel plans, pricing
practices and business methods and practices) relating in any way
to the business of the Company and/or eMAR, customers, joint
ventures, licensors, licensees, distributors and other persons
and entities with whom the and/or eMAR does business
('Confidential Data'), except upon the written consent  of the
Company or as required by the Participant's duties with the
Company and/or eMAR, for so long as such Confidential Data
remains confidential and all such Confidential Data, together
with all copies thereof and notes and other references thereto,
shall remain the sole property of the Company and/or eMAR.

          (b)  No Solicitation of Employees or Business.  The
Participant agrees that he will not either directly, or in
concert with others, recruit, solicit or induce, or attempt to
induce, any employees of the Company or eMAR to terminate their
employment with the Company or eMAR and/or become associated with
another employer.  The Participant further agrees that he will
not either directly, or in concert with others, solicit, divert
or take away or attempt to divert or take away, the business of
any of the customers or accounts of the Company or eMAR.  The
Participant agrees that his promises contained in this Section
14(b) shall continue in effect until the first anniversary of his
termination/separation of employment.

          (c)  Consequences of Breach of Limitations.  The
Participant acknowledges that damages which may arise from a
breach of Section 14 may be impossible to ascertain or prove with
certainty.  In addition to the other legal or equitable remedies
which may be available, the parties agree the Company shall be
entitled to an immediate injunction from a court of competent
jurisdiction to end such breach without further proof of damages.

          15.  Arbitration of Disputes.  Any disputes, claims or
controversies between the Participant and the Company which may
arise out of or relate to this Agreement shall be settled by
arbitration.  This agreement to arbitrate shall survive the
termination of this Agreement.  Any arbitration shall be in
accordance with the Rules of the American Arbitration Association
and shall be undertaken pursuant to the Federal Arbitration Act.
Arbitration will be held in Dallas, Texas unless the parties
mutually agree on another location.  The decision of the
arbitrator(s) will be enforceable in any court of competent
jurisdiction.  The arbitrator(s) may, but will not be required,
to award such damages or other monetary relief as either party
might be entitled to receive from a court of competent
jurisdiction.  Nothing in this agreement to arbitrate shall
preclude the Company from obtaining injunctive relief from a
court of competent jurisdiction prohibiting any on-going breaches
of the Agreement by the Participant pending arbitration.  The
arbitrator(s) may also award costs and attorneys' fees in
connection with the arbitration to the prevailing party; however,
in the arbitrator's(s') discretion, each party may be ordered to
bear its/his own costs and attorneys' fees.

          IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.

'COMPANY'                          FLEMING COMPANIES, INC., an
                                   Oklahoma corporation


                                 By SCOTT M. NORTHCUTT
                                    Scott M. Northcutt, Senior
                                    Vice President - Human
                                    Resources

'PARTICIPANT'                      JOHN M. THOMPSON
                                   John M. Thompson

                            Exhibit A
                                
                                
               [Copy of 1996 Stock Incentive Plan]



                            Exhibit B
                                
              ASSIGNMENT SEPARATE FROM CERTIFICATE


          FOR  VALUE RECEIVED, __________________, an individual,
hereby      irrevocably     assigns      and      conveys      to
________________________,  ______________  AND   NO/100   (_____)
shares of the Common Capital Stock of Fleming Companies, Inc., an
Oklahoma corporation, $2.50 par value.


DATED: