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                                                                    EXHIBIT 4.24

                                 AMENDMENT NO. 3
                                       TO
                             NOTE PURCHASE AGREEMENT

          This Amendment No. 3 to Note Purchase Agreement (this "Amendment")
dated as of December 31, 2002, with an effective date of December 31, 2002 (the
"Effective Date") is entered into by and among UNIFIED WESTERN GROCERS, INC., a
California corporation operating primarily on a cooperative basis (the
"Company"), and the NOTEHOLDERS (as defined in the Note Purchase Agreement
described below) who are signatories to this Amendment (the "Noteholder
Parties").

                                    RECITALS

     A.   The Company has entered into that Note Purchase Agreement dated as of
September 29, 1999, as amended by that certain Amendment No. 1 and Limited
Waiver to Note Purchase Agreement dated September 14, 2000 and that certain
Second Amendment to Note Purchase Agreement and Notes dated March 27, 2002 (the
"Note Purchase Agreement"), pursuant to which the Company has duly authorized
the issuance of (a) $80,000,000 in aggregate principal amount of its Senior
Secured Notes due 2008 (the "Tranche A Notes") and (b) $40,000,000 in aggregate
principal amount of its Senior Secured Notes due 2009 (the "Tranche B Notes").

     B.   The Noteholder Parties are registered holders of the Tranche A Notes
and the Tranche B Notes and hold at least 51% of the principal amount of the
Notes outstanding as of the Effective Date.

     C.   Each Subsidiary Guarantor has executed a Subsidiary Guaranty Agreement
in favor of the Noteholders.

     D.   The Company and the Noteholder Parties have agreed to amend certain
provisions of the Note Purchase Agreement, but only to the extent, in accordance
with the terms, subject to the conditions and in reliance upon the
representations and warranties set forth below.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:

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     1.   Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Note Purchase Agreement (as amended
hereby).

     2.   Amendments to Note Purchase Agreement.

          2.1  Amendments to Glossary. The Glossary to the Note Purchase
Agreement is hereby amended to add or modify the following defined terms:

               "Consolidated Income Available for Fixed Charges" means, in
          respect of any period, the sum of Consolidated Net Income for such
          period plus all amounts deducted in the computation thereof on account
          of (a) all depreciation and amortization allowances and any other
          non-cash expenses approved in writing by the Required Noteholders, (b)
          Interest Charges, (c) taxes imposed on or measured by income or excess
          profits and (d) Permitted Member Payments.

               "Financial Subsidiaries" means any one or more of (a) Grocers
          Capital, (b) URI, or (c) any wholly owned Subsidiary of Grocers
          Capital or URI that is organized after the date hereof, designated as
          a Financing Subsidiary in a writing delivered to the Noteholders at
          the time of its organization, and engaged solely in the business
          conducted by Grocers Capital and URI.

               "Fixed Charges" means, with respect to any period, the sum of the
          following for such period (a) Interest Charges, (b) payments of
          principal of Funded Indebtedness (including any required payments of
          principal under a revolving credit facility but otherwise excluding
          payments of principal under a revolving credit facility and the
          revolving portion of any term loan facility permitted by this
          Agreement and other than prepayment premiums or penalties associated
          with the prepayment of Indebtedness contemplated by this Agreement),
          (c) any Capital Expenditures (excluding any Capital Expenditures that
          have been financed with the proceeds of Permitted Purchase Money
          Indebtedness), and (d) Permitted Member Payments paid in cash.

               "Inactive Subsidiary" means any one or more of (a) Preferred
          Public Storage Company, a California corporation, (b) Certified
          Grocers of California, Ltd., a California corporation, (c) United
          Grocers, Inc., an Oregon corporation, (d) Grocers General Merchandise
          Company, a California corporation, (e) R&R Liquidating Company, an
          Oregon corporation, (f) United Resources, Inc., an Oregon corporation,
          (g) Unified International, Inc., a Delaware corporation, (h) Banner
          Marketing, Inc., a California corporation, (i) U. G. Resources, Inc.,
          a California corporation, (j) Northwest Process, Inc., an Oregon
          corporation, (k) Western Passage Express, an Oregon corporation, and
          (l) Western Security Services, Ltd., an Oregon corporation.

               "Operating Line of Credit Collateral" means the "Collateral" as
          defined in the Rabobank Revolving Credit Agreement and any amendments
          or modifications thereto approved by the Collateral Agent.

                                      -2-

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               "Permitted Purchase Money Indebtedness" means any purchase money
          Indebtedness permitted pursuant to clause (D) of the definition of
          Permitted Liens.

               "Security Documents" means any security agreements, pledge
          agreements and other agreements or documents executed and delivered by
          the Company or any Subsidiary Guarantor in favor of the Collateral
          Agent in order to provide Liens in and to all any portion of its or
          their assets or properties to secure the Obligations, including the
          Security Agreements, the Deeds of Trust and the Collateral Agency
          Agreement.

          2.2  Amendments to Definition of Permitted Liens. Clause (E) of the
definition of Permitted Liens is hereby amended as follows:

               "(E) Liens on the Operating Line of Credit Collateral to secure
          the Operating Line of Credit."

          2.3  Operating Line of Credit. The definition of "Operating Line of
Credit" is hereby amended to read in full as follows:

          "Operating Line of Credit" means any Indebtedness outstanding under
          (a) the Rabobank Revolving Credit Agreement, (b) any revolving credit
          facility or other working capital credit facility in substitution for
          the Rabobank Revolving Credit Agreement or any subsequent working
          capital facility that is approved in advance by the Required
          Noteholders, such approval not to be unreasonably withheld; provided,
          however, that no such consent shall be required for any matter
          described in clause (c) below, and (c) any amendment, modification or
          extension thereof that does not (i) result in Liens being granted to
          secure such Indebtedness (as amended, modified, refinanced, renewed,
          extended, or replaced as permitted hereby) in and to any assets of the
          Company, any Subsidiary Guarantor, or any of their respective
          Subsidiaries, other than the Operating Line of Credit Collateral, (ii)
          provide recourse to any Person other than the Company and the
          Subsidiary Guarantors, or (iii) conflict with the terms of Section
          8.6(h).

          2.4  Amendment to Delete Section 1.7(b) and (c) and References
Thereto. The Note Purchase Agreement is hereby amended to delete clauses (b) and
(c) of Section 1.7. The Note Purchase Agreement and the Security Documents are
hereby amended to delete (a) all references to clauses (b) and (c) of Section
1.7 of the Note Purchase Agreement, (b) references to "From and after the
Release Date," "Until the Release Date" and similar phrases, (c) any provisions
that provide for the release of all or a portion of the Property upon
satisfaction of the conditions set forth in clauses (b) and (c) of Section 1.7
of the Note Purchase Agreement, and (d) any provisions that provide for
different rights or obligations of the Company or the Subsidiary Guarantors from
and after the Release Date.

          2.5  Section 7.6 (Keeping of Records and Books of Account). The
parties agree that in the event the Company's application for a
quasi-reorganization of the type

                                      -3-

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contemplated by the Accounting Research Bulletin No. 43, Chapter 7, Section A,
is approved by the Securities Exchange Commission, the Company will not be
deemed to have failed to comply with Section 7.6 of the Note Purchase Agreement
by reason of the Company's election to complete such a quasi-reorganization.

          2.6     Section 7.8 (Additional Subsidiary Guarantors. Section 7.8 is
hereby amended and restated as follows:

          "(S)7.8 Additional Subsidiary Guarantors. In the event that (a) the
          Company creates, acquires or capitalizes (directly or indirectly) any
          Subsidiary after the Closing Date with assets in excess of $30,000
          (excluding the Financial Subsidiaries and the Insurance Subsidiaries),
          (b) any existing Subsidiary acquires total assets in excess of $30,000
          (excluding the Financial Subsidiaries and the Insurance Subsidiaries
          but including any Inactive Subsidiary (other than the Terminated
          Subsidiaries unless any such Terminated Subsidiary continues to have
          assets in excess of $30,000 after the earlier to occur of June 30,
          2003 or the date of an Event of Default)) or (c) any other Subsidiary
          is required to guaranty the Operating Line of Credit, the Company
          shall cause such Subsidiary to execute a Subsidiary Guaranty, a
          Subsidiary Security Agreement and a joinder to become a Pledgor under
          the Subsidiary Pledge Agreement."

          2.7     Section 8.6(a) (Funded Indebtedness). The sentence in Section
8.6(a) beginning "In addition, the Company will not permit Consolidated Funded
Indebtedness " is hereby amended and restated in its entirety as follows:

          "In addition, the Company will not permit Consolidated Funded
          Indebtedness at any time to exceed the applicable Maximum Funded
          Indebtedness Percentage (as defined below) of the sum of Consolidated
          Funded Indebtedness and Consolidated Tangible Net Worth. As used in
          this Section 8.6(a), "Maximum Funded Indebtedness Percentage" means
          (i) 65% for any fiscal period ended prior to the fourth quarter of
          2002, (ii) 67% for the fourth quarter of Fiscal Year 2002, the Fiscal
          Year ended on September 28, 2002 and during Fiscal Year 2003, (ii) 65%
          during Fiscal Year 2004 and (iii) 60% at any time after the end of
          Fiscal Year 2004."

          2.8     Section 8.6(c) (Consolidated Tangible Net Worth). Section
8.6(c) is hereby amended and restated in its entirety as follows:

          "The Company will not permit Consolidated Tangible Net Worth at any
          time to be less than the sum of (i) $70,000,000 during the first three
          Fiscal Quarters of Fiscal Year 2003, $75,000,000 for Fiscal Year 2003
          or $80,000,000 at any time thereafter plus (ii) an amount (but only if
          a positive number) equal to 50% of Consolidated Net Income for the
          applicable fiscal period."

          2.9     Section 8.6(d) (Fixed Charge Coverage Ratio). Section 8.6(d)
is hereby amended and restated in its entirety as follows:

                                      -4-

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          "The Company will not permit as of the end of any Fiscal Quarter the
          ratio of (i) Consolidated Income Available for Fixed Charges to (ii)
          Fixed Charges to be less than 1.25 to 1.00 for the period consisting
          of the consecutive four Fiscal Quarters then ended."

          2.10 Section 8.6(h) (Revolving Lines of Credit). Section 8.6(h) is
amended by replacing the "$200,000,000" after "greater than" with
"$225,000,000".

    3.   Release of Subsidiary Collateral. The Company hereby represents that
it is in the process of winding up the affairs of Northwest Process, Inc.,
Western Passage Express, Inc., Western Security Services, Inc., Grocers General
Merchandise and Preferred Public Storage Company (the "Terminated
Subsidiaries"), and that the aggregate value of the remaining assets of these
corporations is not in excess of $1,200,000. The Company covenants and agrees
that it shall not make any additional investments in the Terminated
Subsidiaries. The Noteholders hereby release the Terminated Subsidiaries from
any previous guarantees of the obligations under the Note Purchase Agreement and
the Liens heretofore granted by the Terminated Subsidiaries in their assets, and
consent to the filing of any related termination statements and other similar
lien releases in respect of the assets of the Terminated Subsidiaries.

     4.   Limitation of Amendments.

          4.1  The amendments set forth in Section 2, above, are effective for
the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (a) be a consent to any amendment, waiver or modification
of any other term or condition of any Debt Document, or (b) otherwise prejudice
any right or remedy which the Noteholders may now have or may have in the future
under or in connection with any Debt Document.

          4.2  This Amendment shall be construed in connection with and as part
of the Debt Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Debt Documents, except as herein
amended, are hereby ratified and confirmed and shall remain in full force and
effect.

     5.   Representations and Warranties. In order to induce the Noteholder
Parties to enter into this Amendment, the Company hereby represents and warrants
to each Noteholder as follows:

          5.1  Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Debt Documents (except to the
extent such representations and warranties relate to an earlier date, in which
case they are true and correct as of such date) are true, accurate and complete
in all material respects as of the date hereof and (b) no Default or Event of
Default has occurred and is continuing;

          5.2  The Company has the corporate power and authority to execute and
deliver this Amendment and to perform its obligations under the Note Purchase
Agreement, as amended by this Amendment;

                                      -5-

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          5.3  The articles of incorporation, bylaws and other organizational
documents of the Company delivered to the Noteholders on the Closing Date remain
true, accurate and complete and have not been amended, supplemented or restated
and are and continue to be in full force and effect;

          5.4  The execution and delivery by the Company of this Amendment and
the performance by Company of its obligations under the Note Purchase Agreement,
as amended by this Amendment, have been duly authorized by all necessary
corporate action on the part of the Company;

          5.5  The execution and delivery by the Company of this Amendment and
the performance by the Company of its obligations under the Note Purchase
Agreement, as amended by this Amendment, do not and will not contravene (i) any
law or regulation binding on or affecting the Company, (ii) the articles of
incorporation or bylaws of the Company, (iii) any order, judgment or decree of
any court or other governmental or public body or authority, or subdivision
thereof, binding on the Company, or (iv) any contractual restriction with a
Person other than an Affiliate binding on the Company;

          5.6  The execution and delivery by the Company of this Amendment and
the performance by the Company of its obligations under the Note Purchase
Agreement, as amended by this Amendment, do not require any order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority,
or subdivision thereof, binding on the Company, except as already has been
obtained or made; and

          5.7  This Amendment has been duly executed and delivered by the
Company and is the binding obligation of the Company, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting
creditors' rights.

          5.8  Each of the Debt Documents is in full force and effect.

          5.9  Each Inactive Subsidiary does not own any material assets or any
assets worth more than $30,000 in the aggregate (other than Northwest Process,
Inc. which does not own any assets worth more than $625,000), does not have any
material liabilities other than those which have been disclosed in writing to
the Collateral Agent, and does not engage in any business activity whatsoever.

                                      -6-

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     6.   Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

     7.   Effectiveness. This Amendment shall be deemed effective upon the
satisfaction of all of the following conditions precedent:

          7.1  Amendment. The Company and the Noteholder Parties shall have duly
executed and delivered this Amendment.

          7.2  Acknowledgment of Amendment and Reaffirmation of Guaranties. The
Subsidiary Guarantors shall have duly executed and delivered the Acknowledgment
of Amendment and Reaffirmation of Guaranties in the form attached hereto as
Exhibit A.

     8.   Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. THIS AMENDMENT HAS BEEN NEGOTIATED WITH REFERENCE
TO THE LAWS OF, AND IS BEING MADE AND DELIVERED IN, THE STATE OF CALIFORNIA.

                                      -7-

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the Effective Date.

                            UNIFIED WESTERN GROCERS, INC., COMPANY
                            a California corporation

                            By: /s/ Richard J. Martin
                                ---------------------

                            Name: Richard J. Martin

                            Title: Executive Vice President, Finance and
                            Administration, and Chief Financial Officer

JOHN HANCOCK LIFE INSURANCE COMPANY,
formerly known as John Hancock Mutual Life Insurance Company

By:  /s/ Dwayne Bertrand
     -------------------
         Dwayne Bertrand
         Regional Director

JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

By:  /s/ Dwayne Bertrand
         ---------------
         Dwayne Bertrand
         Authorized Signatory

SIGNATURE 3 LIMITED

By:      John Hancock Life Insurance Company, formerly known as
         John Hancock Mutual Life Insurance Company
         as Portfolio Advisor

         By: /s/ Dwayne Bertrand
             -------------------
                 Dwayne Bertrand
                 Regional Director

         [Signature page to Amendment No. 3 to Note Purchase Agreement]

<PAGE>

MELLON BANK, N.A., solely in its
capacity as Trustee for The Long-Term
Investment Trust (as directed by John
Hancock Financial Services, Inc.),
and not in its individual capacity

By:  /s/ Bernadette Rist
     -------------------
Name:    Bernadette Rist
Title:   Authorized Signatory

THE NORTHERN TRUST COMPANY,
as Trustee of the Lucent Technologies, Inc.
Master Pension Trust

By:      John Hancock Life Insurance Company, formerly known as
         John Hancock Mutual Life Insurance Company,
         as Investment Manager

By:  /s/ Dwayne Bertrand
     -------------------
         Dwayne Bertrand
         Regional Director

MELLON BANK, N.A., solely in its
capacity as Trustee for the Bell Atlantic
Master Pension Trust (as directed by John
Hancock Financial Services, Inc.),
and not in its individual capacity

By: /s/ Bernadette Rist
    -------------------
Name:   Bernadette Rist
Title:  Authorized Signatory

         [Signature page to Amendment No. 3 to Note Purchase Agreement]

<PAGE>

COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYES' RETIREMENT SYSTEM

By:   John Hancock Life Insurance Company, formerly known as
      John Hancock Mutual Life Insurance Company,
      its Investment Advisor

      By: /s/ Dwayne Bertrand
          -------------------
              Dwayne Bertrand
              Regional Director

JOHN HANCOCK REASSURANCE COMPANY LTD.

By:  /s/ Dwayne Bertrand
     -------------------
         Dwayne Bertrand
         Authorized Signatory

         [Signature page to Amendment No. 3 to Note Purchase Agreement]

<PAGE>

                                    Exhibit A

                           ACKNOWLEDGMENT OF AMENDMENT
                         AND REAFFIRMATION OF GUARANTIES

     Section 1. Each Subsidiary Guarantor hereby acknowledges and confirms that
it has reviewed and approved the terms and conditions of the Amendment No. 3 to
Note Purchase Agreement dated as of even date herewith (the "Amendment").

     Section 2. Each Subsidiary Guarantor hereby consents to the Amendment and
agrees that the Subsidiary Guaranty relating to the Obligations of the Company
under the Note Purchase Agreement shall continue in full force and effect, shall
be valid and enforceable and shall not be impaired or otherwise affected by the
execution of the Amendment or any other document or instrument delivered in
connection herewith.

     Section 3. Each Subsidiary Guarantor severally represents and warrants
that, after giving effect to the Amendment, all representations and warranties
contained in the Subsidiary Guaranty are true, accurate and complete as if made
the date hereof.

Dated as of December 31, 2002

SUBSIDIARY GUARANTORS:  CROWN GROCERS, INC

                        GROCERS DEVELOPMENT CENTER, INC

                        GROCERS SPECIALTY COMPANY

                        SAV MAX FOODS, INC.

                        By: /s/ Robert M. Ling, Jr.
                            -----------------------

                        Name: Robert M. Ling, Jr.

                        Title: President/Secretary