AMENDMENT NO. 1 TO REVOLVING LOAN AGREEMENT


         This Amendment No. 1 to Revolving Loan Agreement (this "Amendment") is
entered into with reference to the Revolving Loan Agreement dated as of March 2,
1999 (the "Loan Agreement") among Wild Oats Markets, Inc. ("Borrower"), the
Lenders party thereto, and Wells Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Loan Agreement.

         Borrower and the Administrative Agent, acting with the consent of all
of the Lenders pursuant to Section 11.2 of the Loan Agreement, agree as follows:

         1.       Section 1.1.  Section 1.1 of the Loan Agreement is amended by
revising the definitions of "Line A Commitment" and "Line B Commitment" to read
as follows:

                           "Line A Commitment" means, subject to Sections 2.5
                           and 2.6, $90,000,000. The respective Pro Rata Shares
                           of the Lenders with respect to the Line A Commitment
                           are set forth in Schedule 1.1.

                           "Line B Commitment" means, subject to Sections 2.5
                           and 2.6, $30,000,000. The respective Pro Rata Shares
                           of the Lenders with respect to the Line B Commitment
                           are set forth in Schedule 1.1.

         2.       Section 1.1.  Section 1.1 of the Loan Agreement is further
amended by adding the following new definition at the appropriate alphabetical
place:

                           "Reserve Amount" means, as of any date of
                           determination, the amount (if any) by which
                           Indebtedness permitted by Section 6.9(d)(iii) on that
                           date exceeds $5,000,000.

         3.       Schedule 1.1.  Schedule 1.1 to the Loan Agreement is amended
as set forth in Schedule 1.1 attached to this Amendment.

         4.       Section 2.1.  Section 2.1(a) of the Loan Agreement is amended
by striking the first sentence thereof and substituting therefor the following:

                           Subject to the terms and conditions set forth in this
                           Agreement, at any time and from time to time from the
                           Closing Date through the Line A Maturity Date, each
                           Lender shall, pro rata according to that Lender's Pro
                           Rata Share of the then applicable Line A Commitment,
                           make Advances to Borrower under the Line A Commitment
                           in such amounts as Borrower may request that do not
                           result in the sum of (i) the aggregate principal
                           amount outstanding under the Line A Notes plus (ii)
                           the Aggregate Effective Amount of all outstanding
                           Letters of Credit plus (iii) the Swing Line
                           Outstandings plus (iv) the Reserve Amount to exceed
                           the Line A Commitment.

         5.       Section 3.1.  Section 3.1(d) of the Loan Agreement is amended
by striking clause (i) thereof and substituting therefor the following:

                           (i)      The amount, if any, by which the sum of (A)
                                    the principal Indebtedness evidenced by the
                                    Line A Notes plus (B) the Aggregate
                                    Effective Amount of all outstanding Letters
                                    of Credit plus (C) the Swing Line
                                    Outstandings plus (D) the Reserve Amount at
                                    any time exceeds the then applicable Line A
                                    Commitment (including the Line A Commitment
                                    as reduced pursuant to Section 2.5) shall be
                                    payable immediately.

         6.       Section 6.9.  Section 6.9 of the Loan Agreement is amended by
striking Subsection (d) thereof and substituting therefor the following:

                                    (d) Indebtedness of an Acquired Company (i)
                                    that is the subject of an Acquisition made
                                    on or before July 1, 1999 which is secured
                                    solely by a Lien permitted by Section
                                    6.8(e), (ii) that is the subject of an
                                    Acquisition made after July 1, 1999 which is
                                    owed to a Person that is not the seller of
                                    the Acquired Company, or an Affiliate of
                                    such seller, that is secured solely by a
                                    Lien permitted by Section 6.8(e) and (iii)
                                    that is the subject of an Acquisition made
                                    after July 1, 1999 which is owed to the
                                    seller of the Acquired Company, or an
                                    Affiliate of such seller, that is secured
                                    solely by a Lien permitted by Section
                                    6.8(e); provided that the aggregate
                                    principal Indebtedness permitted by this
                                    clause (iii) shall not at any time exceed
                                    $10,000,000.

         7.       Section 8.2.  Section 8.2 of the Loan Agreement is amended by
striking the same in its entirety any substituting therefor the following:

                                    "[Intentionally Deleted"]

         8.       Conditions Precedent.  The effectiveness of this Amendment
shall be conditioned upon:

                  (a)               The receipt by the Administrative Agent of
                                    an amendment fee of $40,000 for the account
                                    of the Lenders according to their Pro Rata
                                    Share, which the Administrative Agent shall
                                    promptly disburse to the Lenders; and

                  (b)               The receipt by the Administrative Agent of
                                    all of the fol-lowing, each properly
                                    executed by an authorized officer of each
                                    party thereto and dated as of the date
                                    hereof:

                                    (i) Counterparts of this Amendment executed
                  by all parties hereto;

                                    (ii)Written consent of all of the Lenders as
                  required under Section 11.2 of the Loan Agreement in the form
                  of Exhibit A to this Amendment;

                                    (iii)Written consent of the Subsidiary
                  Guarantors in the form of Exhibit B to this Amendment;

                                    (iv)Replacement Line A Notes and Line B
               Notes for each Lender in the new amount of its Pro Rata Share of
               the Line A Commitment and Line B Commitment, respectively,
               (against delivery by such Lenders of the existing Line A Notes
               and Line B Notes);

                                    (v)A copy of the resolution of the Board of
               Directors of Borrower authorizing the increases in the Line A
               Commitment and Line B Commitment, certified by a Senior Officer;
               and

                                    (vi)the written opinion of Freya R. Brier,
               Esq. with respect to the due corporate authorization by Borrower
               of the increase in the Line A Commitment and Line B Commitment
               and confirming such aspects of the Opinion of Counsel as the
               Administrative Agent reasonably requests, in form and substance
               acceptable to the Administrative Agent.

         9.       Representation and Warranty.  Borrower represents and warrants
that no Default or Event of Default has occurred and remains continuing.

         10.      Confirmation.  In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.

         IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of July ___, 1999 by their duly authorized representatives.

WILD OATS MARKETS, INC.



By:By _________________________________
       Mary Beth Lewis
          Chief Financial Officer

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent

By  _________________________________
Tracey Hanson
Vice President

                             Exhibit A to Amendment

                                CONSENT OF LENDER

Reference is hereby made to that certain Revolving Loan Agreement dated as of
March 2, 1999 (the "Loan Agreement") among Wild Oats Markets, Inc. ("Borrower"),
the Lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Loan Agreement.

         The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 1 to Revolving Loan Agreement by the Administrative Agent on its
behalf, substantially in the form of the most recent draft presented to the
undersigned Lender.

         Date: July ___, 1999


-------------------------------------
[Name of Institution]



By ___________________________________

--------------------------------------
       [Printed Name and Title]


                             Exhibit B to Amendment

                        CONSENT OF SUBSIDIARY GUARANTORS

Reference is hereby made to that certain Revolving Loan Agreement dated as of
March 2, 1999 among Wild Oats Markets, Inc. ("Borrower"), the Lenders party
thereto, and Wells Fargo Bank, National Association, as Administrative Agent
(the "Loan Agreement").

         Each of the undersigned Subsidiary Guarantors hereby consents to
Amendment No. 1 to the Loan Agreement in the form executed by Borrower and
confirms that the Subsidiary Guaranty to which it is a party remain in full
force and effect.

Dated: July ___, 1999



<PAGE>


"Guarantors"

WILD OATS MARKETS CANADA, INC.


By:___________________________

--------------------------------
      [Printed name and title]



ALFALFA'S CANADA, INC.



By:_____________________________

--------------------------------
      [Printed name and title]