AMENDMENT NO. 1 TO RIGHTS AGREEMENT

This Amendment No. 1 to Rights Agreement, dated as of February 26,2002 (this "Amendment"), amends that certain Rights Agreement,dated as of May 22, 1998 (the "Original Agreement"), enteredinto between Wild Oats Markets, Inc., a Delaware corporation (the "Company"),and Wells Fargo Bank, N.A., as successor in interest to Norwest BankMinneapolis, N.A. (the "Rights Agent").

W I T N E S S E T H:

WHEREAS, pursuant to Section 27 of the Original Agreement, the Companydesires to make certain amendments to the Original Agreement.

NOW, THEREFORE, in consideration of the foregoing and in accordance withSection 27 of the Original Agreement and intending to be legally bound, theCompany and the Rights Agent agree that the Original Agreement hereby is amendedas follows:

Certain Amendments
.

Amendment to Section 1(a). Section 1(a) of the Original Agreement  hereby is amended in its entirety to read as follows:  "Acquiring Person" means any Person that, together with all  Affiliates and Associates of such Person, is the Beneficial Owner of 15% or  more of the shares of Common Stock then outstanding, but shall not include (i)  the Company, any Subsidiary of the Company, any employee benefit plan of the  Company or of any Subsidiary of the Company, or any Person or entity  organized, appointed or established by the Company for or pursuant to the  terms of any such plan; (ii) any Person who would otherwise become an  Acquiring Person solely as a result of a reduction in the number of shares of  Common Stock outstanding due to the acquisition of shares of Common Stock by  the Company or a Subsidiary of the Company, unless and until such Person shall  thereafter purchase or otherwise become the Beneficial Owner of additional  shares of Common Stock constituting one percent or more of the then  outstanding shares of Common Stock; or (iii) any of the following: David L.  Ferguson or J.P. Morgan Partners (SBIC), LLC.

Notwithstanding the foregoing, if the Board of Directors of the Company  determines in good faith that a Person who would otherwise be an  "Acquiring Person," as defined pursuant to the foregoing provisions  of this paragraph (a), has become such inadvertently, and such Person divests  as promptly as practicable a sufficient number of shares of Common Stock so  that such Person would no longer be an "Acquiring Person," as  defined pursuant to the foregoing provisions of this paragraph (a), such  Person shall not be deemed to be an "Acquiring Person" for any  purposes of this Agreement.
Amendment to Section 1(h)
. Section 1(h) of the Original Agreement    (which defines the term "Continuing Director") hereby is deleted    in its entirety, and the remaining Section 1(i) through 1(q) hereby are    renumbered as Sections 1(h) through 1(p), respectively.
Amendment to Section 7(e)
. Section 7(e) of the Original Agreement    hereby is amended in its entirety to read as follows:
    (e) Notwithstanding anything in this Agreement to the contrary, from and    after the first occurrence of a Section 11(a)(ii) Event, any Rights    beneficially owned by (i) an Acquiring Person or an Associate or Affiliate    of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any    such Associate or Affiliate) who becomes a transferee after the Acquiring    Person becomes such, or (iii) a transferee of an Acquiring Person (or of any    such Associate or Affiliate) who becomes a transferee prior to or    concurrently with the Acquiring Person becoming such and receives such    Rights pursuant to either (A) a transfer (whether or not for consideration)    from the Acquiring Person to holders of equity interests in such Acquiring    Person or to any Person with whom the Acquiring Person has any continuing    agreement, arrangement or understanding regarding the transferred Rights or    (B) a transfer that the Company has determined is part of a plan,    arrangement or understanding that has as a primary purpose or effect the    avoidance of this Section 7(e), shall become null and void without any    further action and no holder of such Rights shall have any rights whatsoever    with respect to such Rights, whether under this Agreement or otherwise. The    Company shall use all reasonable efforts to insure that this Section 7(e)    and Section 4(b) hereof are complied with, but shall have no liability to    any holder of Rights Certificates or other Person as a result of its failure    to make any determinations with respect to an Acquiring Person or its    Affiliates, Associates or transferees hereunder.
Amendment to Section 23(a)
. Section 23(a) of the Original Agreement    hereby is amended in its entirety to read as follows:
    (a) The Board of Directors of the Company may, at its option, at any time    before the earlier of (i) the close of business on the tenth day following    the Stock Acquisition Date (or, if the Stock Acquisition Date occurs before    the Record Date, the close of business on the tenth day after the Record    Date), or (ii) the Final Expiration Date, redeem all but not less than all    the then outstanding Rights at a redemption price of $.001 per Right (such    redemption price being hereinafter referred to as the "Redemption    Price"). Notwithstanding anything in this Agreement to the contrary,    the Rights shall not be exercisable at any time when the Company may redeem    them pursuant to this Section 23. The Company may, at its option, pay the    Redemption Price in cash, shares of Common Stock (based on the "current    market price" as defined in Section 11(d)(i) hereof, of the Common    Stock at the time of redemption) or any other form of consideration deemed    appropriate by the Board of Directors. Notwithstanding anything herein to    the contrary, the Rights shall not be exercisable pursuant to Section    11(a)(ii) prior to the expiration of the Company's right of redemption    hereunder.
Amendment to Section 27
. Section 27 of the Original Agreement hereby    is amended in its entirety to read as follows:
    Section 27. Supplements and Amendments. Prior to the Distribution Date, the    Company from time to time may, in its sole and absolute discretion, and the    Rights Agent shall if the Company so directs, supplement or amend any    provision of this Agreement without the approval of any holder of Rights.    From and after the Distribution Date and subject to the penultimate sentence    of this Section 27, the Company may, and the Rights Agent shall if the    Company so directs, supplement or amend this Agreement without the approval    of any holders of Rights (i) to cure any ambiguity, (ii) to correct or    supplement any provision contained herein which may be defective or    inconsistent with any other provisions herein, or (iii) to shorten or    lengthen any time period hereunder; provided, however, that this Agreement    may not be supplemented or amended to lengthen, pursuant to clause (iii) of    this sentence, (A) a time period relating to when the Rights may be redeemed    at such time as the Rights are not then redeemable, or (B) any other time    period unless such lengthening is for the purpose of protecting, enhancing    or clarifying the rights of holders of the Rights. Upon the delivery of a    certificate from an appropriate officer of the Company stating that the    proposed supplement or amendment is in compliance with this Section 27, the    Rights Agent shall execute such supplement or amendment. Notwithstanding    anything herein to the contrary, no supplement or amendment shall be made    after the Distribution Date that would adversely affect the basic economic    terms of the Rights or would have the effect of making the Rights    redeemable. Prior to the Distribution Date, the interests of the holders of    Rights shall be deemed coincident with the interests of the holders of    Common Stock.
Amendment to Exhibit C
. The Summary of Rights to Purchase Preferred    Stock attached as Exhibit C to the Original Agreement hereby is amended as    follows:
- The eleventh paragraph of the Summary of Rights to Purchase Preferred        Stock hereby is amended in its entirety to read as follows:            At any time until ten days following the Stock Acquisition Date, the        Company may redeem the Rights in whole, but not in part, at a price of        $.001 per Right. Immediately upon the action of the Board of Directors        ordering redemption of the Rights or at such other time as may be        specified by the Board when it orders redemption, the Rights will        terminate and the only right of the holders of Rights will be to receive        the $.001 redemption price.
- The twelfth paragraph of the Summary of Rights to Purchase Preferred        Stock (which defined "Continuing Directors") hereby is deleted        in its entirety.
Miscellaneous Provisions
.
"Agreement" as Amended
. The term "Agreement" as    used in the Original Agreement shall be deemed to refer to the Original    Agreement as amended by this Amendment, and all references in the Original    Agreement to the "Agreement" shall be deemed to include this    Amendment.
Effectiveness
. This Amendment shall be effective as of the date    first written above, and except as set forth herein, the Original Agreement    shall remain in full force and effect and otherwise shall be unaffected    hereby.
Severability
. If any term of this Amendment is held by a court of    competent jurisdiction or other authority to be invalid, void or    unenforceable, the remainder of the terms, provisions, covenants and    restrictions of this Amendment shall remain in full force and effect and    shall in no way be affected, impaired or invalidated.
Governing Law
. This Amendment shall be deemed to be a contract made    under Delaware law and for all purposes shall be governed by and construed    in accordance with Delaware law applicable to contracts made and to be    performed entirely within such state.
Counterparts
. This Amendment may be executed in any number of    counterparts, each of which shall be an original, and all of which shall    together constitute a single instrument.
Descriptive Headings
. Descriptive headings of the Sections of this    Amendment are inserted for convenience only and shall not affect the meaning    of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted as of the day and year first above written.

 
**WILD OATS MARKETS, INC.              By: /s/              Name: Freya R. Brier              Title:  V.P., Legal

 
**WELLS FARGO BANK, N.A.                By:  /s/                Name:  Jennifer L. Leno                Title:  Officer****