AMENDMENT NO. 3 TOAMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 3 to Amended and Restated CreditAgreement (this "Amendment") is entered into with reference to theAmended and Restated Credit Agreement dated as of August 1, 2000 (the"Credit Agreement") among Wild Oats Markets, Inc.("Borrower"), the Lenders party thereto, and Wells Fargo Bank,National Association, as Administrative Agent. Capitalized terms used but notdefined herein are used with the meanings set forth for those terms in theCredit Agreement. Section references herein relate to the Credit Agreementunless otherwise stated.

Borrower, the Administrative Agent and each of the Lendersagree as follows:

Amendment to Definition of "Fixed Charges"
. The definition    of "Fixed Charges" in 
Section 1.1
 is amended and restated    to read in full as follows:

"Fixed Charges" means, with respect to    any fiscal period, the sumof (a) Interest Expense of    Borrower and its Subsidiaries for such fiscal period plus    (b) Rental Expense of Borrower and its Subsidiaries for such fiscal    period plus (c) scheduled principal payments (or principal    components, in the case of Capital Lease Obligations) paid or payable on    Indebtedness of Borrower and its Subsidiaries during that fiscal period, otherthan the $2,500,000 Line B Commitment Amortization Amount paid on    September 30, 2001.
New Defined Term
. 
Section 1.1
 is amended by adding the    following definition in the appropriate alphabetical location:

"Permitted Insurance Premium Indebtedness"    means Indebtedness incurred by Borrower or any of its Subsidiaries to    finance payment of insurance premiums, provided that (a) the    aggregate outstanding principal amount of such Indebtedness does not exceed    $1,200,000 at any time, (b) such Indebtedness is incurred pursuant to    (or is otherwise evidenced by) a written agreement between Borrower or such    Subsidiary and a Person regularly engaged in the business of financing    insurance premiums payable by corporate entities (each, a "Premium    Finance Agreement"), (c) the scheduled tenor of any such    Indebtedness from the date of its incurrence does not exceed twelve (12)    months, and (d) if secured, the Lien securing any such Indebtedness is    (i) expressly limited to the right, title and interest of Borrower or    such Subsidiary in and to the applicable insurance policy (or policies) and    any money that may at any time be due Borrower or such Subsidiary under such    policy (or policies) (x) as a result of a loss that reduces the    unearned premiums, (y) as a return of the premium for such policy (or    policies) or (z) as a dividend which becomes payable to Borrower or    such Subsidiary in connection with such policy (or policies) and    (ii) by its terms (whether set forth in the Premium Finance Agreement    or otherwise) expressly subject and subordinate to the interests (and Liens)    of any applicable mortgagee of Borrower or such Subsidiary and/or the loss    payee of such policy (or policies).
Amendment to Section 6.8 - Liens and Negative Pledges
. 
Section 6.8(d)
    is amended and restated to read in full as follows:

(d) Permitted Encumbrances and Liens arising in          connection with Permitted Insurance Premium Indebtedness;
Amendment to Section 6.9 - Indebtedness and Guaranty Obligations
.    
Section 6.9
 is amended as follows:
Section 6.9(j)
 is amended by replacing the period at the          end of such section with "and;".
The following new 
Section 6.9(k)
 is added to the            Credit Agreement:

(k) Permitted Insurance Premium Indebtedness.
Conditions Precedent
. The effectiveness of this Amendment shall be    conditioned upon the receipt by the Administrative Agent of all of the    following, each properly executed by an authorized officer of each party    thereto and dated as of the date hereof:

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

(b) Written consent of the Subsidiary Guarantors in the    form of Exhibit A to this Amendment.
Confirmation
. In all other respects, the terms of the Credit    Agreement and the other Loan Documents are hereby confirmed.

[signature pages follow]

IN WITNESS WHEREOF, Borrower, the Administrative Agent andthe Lenders have executed this Amendment as of December 14, 2001 by their dulyauthorized representatives.

WILD OATS MARKETS, INC.            By: /s/Freya R. Brier Vice President Legal

WELLS FARGO BANK, NATIONAL            ASSOCIATION, as Administrative Agent and a Lender

By: /s/            Ellen J. Trach            Vice President

BANK ONE, NA, as a Lender

By: /s/Phillip D. Martin            Senior Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., "RABOBANK            NEDERLAND", NEW YORK BRANCH, as a Lender            By: /s/            Ian Reece            Managing Director            By:   /s/            John McMahon            Vice President

HARRIS TRUST & SAVINGS BANK, as a Lender

By: /s/            David C. Fisher            Vice President

KEYBANK NATIONAL ASSOCIATION, as a Lender

By: /s/            Michelle K. Bushey            Vice President

U.S. BANK NATIONAL ASSOCIATION,            as a Lender

By: /s/            C. Kirk Dyche            Vice President

 

Exhibit A to Amendment No. 3
**CONSENT OF SUBSIDIARY GUARANTORS**
Reference is hereby made to that certain Amended and RestatedCredit Agreement dated as of August 1, 2000 among Wild Oats Markets, Inc.("Borrower"), the Lenders party thereto, and Wells Fargo Bank,National Association, as Administrative Agent (as heretofore amended, the"Credit Agreement").

Each of the undersigned Subsidiary Guarantors hereby consentsto Amendment No. 3 to Amended and Restated Credit Agreement in the formexecuted by Borrower and confirms that the Subsidiary Guaranty to which it is aparty remains in full force and effect.

Dated: As of December 14, 2001

"Subsidiary Guarantors"

WILD MARKS,INC.                                        SPARKY, INC.

By: /s/                                                                  By: /s/MelodyPickett                                                    Karen NovotnyPresident                                                             Secretary

WILD OATS FINANCIAL,INC.                     WILD OATS OF TEXAS, INC.

By:   /s/                                                               By:   /s/MelodyPickett                                                   Richard VaraPresident                                                            Secretary