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                                                                 Exhibit 4.2

                         APPLICATION AND AGREEMENT FOR
                SERVICE AFFILIATION AS AN ASSOCIATE-PATRON WITH
                         UNIFIED WESTERN GROCERS, INC.
                                      AND
                         PLEDGE AND SECURITY AGREEMENT


     The undersigned applies for service as an Associate-Patron with Unified
Western Grocers, Inc. ("Unified Western") in accordance with the following to
which the undersigned agrees:

     1.   To qualify for service as an Associate-Patron, the undersigned must:

          (a)  Patronize Unified Western in such amounts and manner as may be
               prescribed by it from time to time in its rules and regulations
               or policies for the servicing of Associate-Patron accounts (the
               "Service Rules");

          (b)  Execute such further agreements as may from time to time be
               required of Associate-Patrons, including but not limited to an
               agreement subordinating deposits.

          (c)  Comply with the conditions and agreements contained in this
               Application and Agreement ("this Agreement"), with each other
               agreement which the undersigned may enter into with Unified
               Western or any of its subsidiaries, and with the Service Rules.

     2.    Acceptance of this application for service is subject to approval by
the Board of Directors of Unified Western.

     3.    Subject to the obligations of the undersigned under any supply
contract, the undersigned may terminate as an Associate-Patron of Unified
Western at any time on written notice to Unified Western. Unified Western may at
any time, with or without cause, terminate the undersigned as an Associate-
Patron. Termination, however, shall neither release nor discharge any
obligations incurred by the undersigned, or any of them, to Unified Western or
any of its subsidiaries. Nothing in this Agreement or otherwise shall be
construed to obligate Unified Western to make any sale of merchandise or
services or any extension of credit.

     4. The undersigned agrees to comply with the Service Rules, including
without limitation, rules prescribing service fees, late payment charges,
amounts and manner of purchases, required deposits, subordination of deposits,
guarantees, credit requirements and other terms of service, purchases and
payment of accounts.

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     5. The undersigned will maintain such deposits with Unified Western as may
be prescribed by the Service Rules. In the event the undersigned terminates or
is terminated as an Associate-Patron, Unified Western, with respect to such
deposits, shall only be obligated to return an amount which is equal to the
amount of such deposits less all amounts that may be owing Unified Western or
any of its subsidiaries.

     6.   In consideration of financial accommodation given, to be given, or
continued to be given by Unified Western, or any of its subsidiaries, the
undersigned grants to Unified Western a security interest in and assigns and
pledges to Unified Western, all deposit accounts and all other accounts now or
hereafter deposited with or held by Unified Western or any of its subsidiaries,
and all of the undersigned's property, money and funds of every description now
or hereafter held by Unified Western as a pledge or for safekeeping or otherwise
(collectively "Collateral"), as security for the full and prompt payment and
performance of any and all contracts, agreements obligations or liabilities of
the undersigned, or any of them, to Unified Western, or any of its subsidiaries,
existing at any time (collectively "Obligations"). At the option of Unified
Western and without necessity of demand or notice, all or any part of the
Obligations shall immediately become due and payable irrespective of any agreed
maturity, upon the happening of any of the following events: (1) termination of
the undersigned as an Associate-Patron, (2) default in any requirement of the
Service Rules, (3) failure to pay or perform any of the Obligations or any part
thereof when due, (4) the levy of any attachment, execution, or other process
against the undersigned, or any of them, or any of the Collateral, (5) the
death, insolvency or failure in business of the undersigned, or any of them, (6)
the commission of an act of bankruptcy or the making of an assignment for the
benefit of creditors by the undersigned, or any of them, or (7) the filing by or
against the undersigned, or any of them, of any petition or action for relief
under any bankruptcy, arrangement, reorganization, insolvency, or moratorium
law, or any other law for the relief of or relating to debtors. Upon the
happening of any of the foregoing specified events, any agreement for further
financial accommodation by Unified Western or any of its subsidiaries shall
terminate at its option. I irrevocably appoint Unified Western's Secretary and
his successors, with powers of substitution, as the undersigned's attorney in
fact, in the undersigned's name, to give such notices and file such financing or
other statements as Unified Western may choose, with respect to any security
whether granted hereby or otherwise.

     7.   In the event that it is necessary for Unified Western to employ an
attorney for the collection of any amounts owing it, the undersigned agrees to
pay all costs involved including reasonable attorneys' fees.

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     8.   Any forbearance, failure, or delay by Unified Western in exercising
any right, power, or remedy hereunder or otherwise shall not be deemed to be a
waiver of such right, power, or remedy, and any single or partial exercise of
any right, power, or remedy hereunder or otherwise shall not preclude the
further exercise thereof; and every right, power, and remedy of Unified Western
shall continue in full force and effect until such right, power, or remedy is
specifically waived by an instrument in writing executed by Unified Western.

     9.   If this Agreement is executed by more than one person, each of the
agreements contained herein shall be joint and several obligations of the
undersigned.  As used in this Agreement, the terms "I," "me" and "my" refer to
the undersigned, and each of them.

     10.  The validity, construction and performance of this Agreement shall be
governed by the laws, without regard to the laws as to choice or conflict of
laws, of the State of California.

     11. Any notice, demand or other communication which Unified Western is
required or desires to give to the undersigned, or any of them, may be either
served personally at or sent by prepaid, first-class mail to the address set
forth below. Any such notice, demand or communication shall be deemed given to
the undersigned, and each of them, upon delivery to said address, if personally
served, and within 48 hours from the time of deposit in the United States mail,
if served by mail. The address of the undersigned may be changed only by giving
written notice to Unified Western at its principal office, but such change shall
not be deemed effective until actually received. Any other notice which the
undersigned may desire to give shall be given to Unified Western at its
principal office but shall not be deemed given until actually received.

     12.  If any term or provision of this Agreement or the application thereof
to any person or circumstances shall to any extent be invalid, illegal or
unenforceable, the remainder of this Agreement or the application of such term
or provision to any person or circumstances other than those as to which it is
invalid, illegal or enforceable shall not be affected thereby and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

     13.  The undersigned acknowledges receipt of a copy of Article VII of
Unified Western's Bylaws and hereby consents that the amount of any
distributions with respect to the undersigned's patronage which are made in
written notices of allocation (as defined in 26 United States Code Section 1388)
and which are received by the undersigned from Unified Western, will be taken
into account by the undersigned at their stated dollar amounts in the manner
provided in 26 United States Code Section 1385(a) in the taxable year in which
such written notices of allocation are received by the

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undersigned. This consent shall remain in effect until revoked in the manner
provided in 26 United States Code Section 1388.


                      ____________________________________________
                      Name of Applicant (print or type)

Dated: _____, 2000    By: ________________________________________

               Signature: ________________________________________

                      Its ________________________________________

                      Mailing Address
                      (print or type)

                      ____________________________________________
                      Number and Street

                      ____________________________________________
                      City                   State         Zip

                      ____________________________________________
                      Telephone Number

                    Applicant is:[_] a sole proprietorship;[_] a partnership;[_]
                    a corporation;[_] a limited liability company;[_] other.

                    Federal Taxpayer Identification No.:  __________________

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                           APPLICATION ACKNOWLEDGMENT


1.   We hereby acknowledge receipt of payment for the following:
<TABLE>
<CAPTION>
     <S>                                                    <C>
     Application Fee.........................................$ ____________

     To be placed in Deposit Fund Account....................$ ____________

                                     TOTAL PAYMENT           $ ____________

</TABLE>
2.   The Application is accepted with the effective date set forth below.

3.   Unified Western Grocers, Inc. agrees that it will distribute its net
     earnings from business transacted by it with its member-patrons and
     associate-patrons in accordance with the provisions of Article VII of its
     Bylaws which provisions are subject to revision or deletion at any time
     from time to time by Unified Western, provided however any such revision or
     deletion shall be effective prospectively only.

                                            UNIFIED WESTERN GROCERS, INC.


                                            By___________________________

Effective Date:________________
Account No.:  _________________
Account Name (Print):  ___________________

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