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                                                                     EXHIBIT 4.3


                             WILD OATS MARKETS, INC.

                  3.25% Convertible Senior Debentures due 2034

                          REGISTRATION RIGHTS AGREEMENT


                                                                    June 1, 2004

J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172
as Representative of the Initial Purchasers

Ladies and Gentlemen:

                  Wild Oats Markets, Inc., a Delaware corporation (the
"COMPANY"), proposes to issue and sell (such issuance and sale, the "INITIAL
PLACEMENT") to the Initial Purchasers (as defined below), upon the terms set
forth in a purchase agreement, dated May 25, 2004 (the "PURCHASE AGREEMENT"),
$100,000,000 aggregate principal amount of its 3.25% Convertible Senior
Debentures due 2034 (the "FIRM SECURITIES"). In addition, the Company has
granted to the Initial Purchasers an option to purchase up to an additional
$15,000,000 aggregate principal amount of the Company's 3.25% Convertible Senior
Debentures due 2034 (the "ADDITIONAL SECURITIES" and, collectively with the Firm
Securities, the "SECURITIES"). The Securities will be convertible into shares of
Common Stock (as defined below), at the conversion price set forth in the
Offering Memorandum (as defined below), as the same may be adjusted from time to
time pursuant to the Indenture (as defined below). As an inducement to you to
enter into the Purchase Agreement and in satisfaction of a condition to your
obligations thereunder, the Company agrees with you, (i) for your benefit and
(ii) for the benefit of the Holders (as defined below) from time to time of the
Securities and the shares of Common Stock issuable upon conversion of the
Securities, as follows:

         1.     Definitions. Capitalized terms used herein without definition
shall have the respective meanings set forth in the Purchase Agreement. As used
in this Agreement, the following capitalized terms shall have the following
meanings:

         "ADDITIONAL AMOUNTS" has the meaning set forth in Section 2(e) hereof.

         "ADDITIONAL AMOUNTS PAYMENT DATE" means each May 15 and November 15.

         "AFFILIATE" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the



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power to direct or cause the direction of the management or policies of such
person whether through the ownership of voting securities or by agreement or
otherwise.

         "BUSINESS DAY" has the meaning set forth in the Indenture.

         "CLOSING DATE" means June 1, 2004.

         "COMMON STOCK" means the common stock, par value $.001, of the Company,
as it exists on the date of this Agreement and any other shares of capital stock
or other securities of the Company into which such Common Stock may be
reclassified or changed, together with any and all other securities which may
from time to time be issuable upon conversion of Securities.

         "COMPANY" has the meaning set forth in the preamble hereto.

         "DTC" has the meaning set forth in the Indenture.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

         "HOLDER" means a person who is a registered holder or beneficial owner
of any Registrable Securities (including the Initial Purchasers).

         "HOLDER INFORMATION" with respect to any Holder means information with
respect to such Holder required to be included in any Shelf Registration
Statement or the related Prospectus pursuant to the Securities Act and which
information is included therein in reliance upon and in conformity with
information furnished to the Company in writing by such Holder for inclusion
therein.

         "INDENTURE" means the Indenture relating to the Securities, dated June
1, 2004, between the Company and U.S. Bank National Association, as trustee, as
the same may be amended from time to time in accordance with the terms thereof.

         "INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.

         "INITIAL PURCHASERS" mean J.P. Morgan Securities Inc. and the other
initial purchasers named in and a party to the Purchase Agreement.

         "MAJORITY HOLDERS" means the Holders of a majority of the then
outstanding aggregate principal amount of Securities being registered under a
Shelf Registration Statement; provided that Holders of shares of Common Stock
issued upon conversion of Securities shall be deemed to be Holders of the
aggregate principal amount of Securities converted into such Common Stock; and
provided further, that Securities or shares of Common Stock which have been sold
or otherwise transferred pursuant to the Shelf Registration Statement shall not
be included in the calculation of Majority Holders.

         "NASD" has the meaning set forth in Section 3(i) hereof.




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<PAGE>

         "NASD RULES" means the rules and regulation promulgated by the NASD.

         "NOTICE AND QUESTIONNAIRE" means a Selling Securityholder Notice and
Questionnaire substantially in the form of Annex A to the Offering Memorandum.

         "NOTICE HOLDER" shall mean, on any date, any Holder of Transfer
Restricted Securities that has delivered a completed and signed Notice and
Questionnaire to the Company on or prior to such date.

         "OFFERING MEMORANDUM" means the Final Memorandum as defined in the
Purchase Agreement.

         "PERSON" has the meaning set forth in the Indenture.

         "PROSPECTUS" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or shares of Common Stock
issuable upon conversion thereof covered by such Shelf Registration Statement,
including all documents incorporated or deemed to be incorporated by reference
in such prospectus.

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereto.

         "RECORD HOLDER" means each person who is registered on the books of the
registrar as the holder of Securities at the close of business on the May 1 or
November 1 immediately preceding the relevant Additional Amounts Payment Date.

         "REGISTRATION DEFAULT" has the meaning set forth in Section 2(e)
hereof.

         "REPRESENTATIVE" means J.P. Morgan Securities Inc., as representative
of the Initial Purchasers.

         "RULE 144" means Rule 144 under the Securities Act (or any similar
provision then in force).

         "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision promulgated by the SEC).

         "RULE 144(k)" means Rule 144(k) under the Securities Act (or any
successor provision promulgated by the SEC).

         "RULE 415" means Rule 415 under the Securities Act (or any successor
provision promulgated by the SEC).

         "SEC" means the Securities and Exchange Commission.




                                      -3-
<PAGE>

         "SECURITIES" has the meaning set forth in the preamble hereto.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "SELLER POST-EFFECTIVE AMENDMENT" has the meaning set forth in Section
2(b)(ii) hereof.

         "SHELF REGISTRATION" means a registration effected pursuant to Section
2 hereof.

         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 2(c)
hereof.

         "SHELF REGISTRATION STATEMENT" means any "shelf" registration statement
of the Company filed pursuant to the provisions of Section 2 hereof which covers
the Transfer Restricted Securities on Form S-3 or on another appropriate form
(as determined by the Company) for an offering to be made on a delayed or
continuous basis pursuant to Rule 415 and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated or deemed to be incorporated by reference therein.

         "SUSPENSION PERIOD" has the meaning set forth in Section 2(d) hereof.

         "TRANSFER RESTRICTED SECURITIES" means each Security and each share of
Common Stock issuable upon conversion thereof until the earliest of the date on
which such Security or share of Common Stock, as the case may be, (i) has been
transferred pursuant to a Shelf Registration Statement or another registration
statement covering such Security or share of Common Stock which has been filed
with the SEC pursuant to the Securities Act, in either case after such
registration statement has become effective and while such registration
statement is effective under the Securities Act, (ii) has been transferred
pursuant to Rule 144 under circumstances in which any legend borne by such
Securities or shares of Common Stock relating to restrictions on transferability
thereof, under the Securities Act or otherwise, is removed, (iii) may be sold or
transferred pursuant to Rule 144(k) or (iv) the date on which such Security or
Common Stock ceases to be outstanding.

         "TRUSTEE" means the trustee with respect to the Securities under the
Indenture.

         All references in this Agreement to financial statements and schedules
and other information which is "contained," "included," or "stated" in the Shelf
Registration Statement, any preliminary Prospectus or Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information incorporated or deemed
to be incorporated by reference in such Shelf Registration Statement,
preliminary Prospectus or Prospectus, as the case may be; and all references in
this Agreement to amendments or supplements




                                      -4-
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to the Shelf Registration Statement, any preliminary Prospectus or Prospectus
shall be deemed to mean and include any document filed with the SEC under the
Exchange Act, after the date of such Shelf Registration Statement, preliminary
Prospectus or Prospectus, as the case may be, which is incorporated or deemed to
be incorporated by reference therein (which shall not include, unless
incorporated therein, documents and information furnished and not filed under
applicable SEC rules).

         2.     Shelf Registration Statement.

         (a)    The Company shall, at its expense, prepare and file with the SEC
within 90 days following the Closing Date a Shelf Registration Statement with
respect to resales of the Transfer Restricted Securities by each Holder that is
a Notice Holder from time to time on a delayed or continuous basis pursuant to
Rule 415 and in accordance with the methods of distribution elected by such
Notice Holders in a Notice and Questionnaire and thereafter shall use its
commercially reasonable efforts to cause such Shelf Registration Statement to be
declared effective under the Securities Act within 210 days after the Closing
Date; provided that if any Additional Securities are issued and the date on
which such Additional Securities are issued occurs after the Closing Date, the
Company will take such steps, prior to the effective date of the Shelf
Registration Statement, to ensure that such Additional Securities and the shares
of Common Stock issuable upon conversion thereof are included in the Shelf
Registration Statement on the same terms as the Securities issued on the Closing
Date. The Company shall supplement or amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the
registration form used by the Company for the Shelf Registration Statement, or
by the Securities Act, the Exchange Act or the SEC.

         (b)    (i) The Company shall take action to name each Holder that is a
Notice Holder as of the date that is 10 Business Days prior to the effectiveness
of the Shelf Registration Statement as a selling securityholder in the Shelf
Registration Statement at the time of its effectiveness so that such Holder is
permitted to deliver the Prospectus forming a part thereof as of such time to
purchasers of such Holder's Transfer Restricted Securities in accordance with
applicable law. The Company shall be under no obligation to name any Holder that
is not a Notice Holder as a selling securityholder in the Shelf Registration
Statement.

         (ii)    (A) After the Shelf Registration Statement has become
effective, the Company shall, upon the request of any Holder of Transfer
Restricted Securities, promptly send a Notice and Questionnaire to such Holder
and the Company shall, as promptly as is practicable after the date a completed
and signed Notice and Questionnaire is delivered to the Company, and in any
event (subject to clause (B) below) within 10 Business Days after such date,
prepare and file with the SEC (x) a supplement to the Prospectus or, if a
post-effective amendment to the Shelf Registration Statement is required by
applicable law in order to cause a Holder to be named as a selling
securityholder in the Shelf Registration Statement, a post-effective amendment
to the Shelf Registration Statement (a "SELLER POST-EFFECTIVE AMENDMENT") and
(y) any other document required by applicable law, so that the Holder delivering
such Notice and Questionnaire is named as a selling securityholder in the Shelf
Registration Statement




                                      -5-
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and is permitted to deliver the Prospectus to purchasers of such Holder's
Transfer Restricted Securities in accordance with applicable law. If the Company
files a Seller Post-Effective Amendment, it shall use its commercially
reasonable efforts to cause such post-effective amendment to become effective
under the Securities Act as promptly as is practicable and in any event within
90 days of such filing. Notwithstanding anything contained herein to the
contrary, if a Notice and Questionnaire is delivered to the Company during a
Suspension Period, the Company shall not be obligated to take the actions set
forth above until the termination of such Suspension Period.

         (B)    Notwithstanding the 10-Business-Day requirement of clause (A)
above, the Company shall not be required to file more than one Seller
Post-Effective Amendment in any fiscal quarter, provided that this clause (B)
shall not relieve the Company of any obligations under clause (A) unless a
Seller Post-Effective Amendment is required by applicable law in order to cause
a Holder to be named as a selling securityholder in the Shelf Registration
Statement.

         (c)    The Company shall use its commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective, supplemented and
amended under the Securities Act in order to permit the Prospectus forming a
part thereof to be usable, subject to Section 2(d), by all Notice Holders until
all Transfer Restricted Securities (A) have been transferred pursuant to a Shelf
Registration Statement or another registration statement covering such Security
or share of Common Stock which has been filed with the SEC pursuant to the
Securities Act, in either case after such registration statement has become
effective and while such registration statement is effective under the
Securities Act, (B) have been transferred pursuant to Rule 144 under
circumstances in which any legend borne by such Securities or shares of Common
Stock relating to restrictions on transferability thereof, under the Securities
Act or otherwise, is removed, (C) may be sold or transferred pursuant to Rule
144(k) or (D) have ceased to be outstanding (in any such case, such period being
called the "SHELF REGISTRATION PERIOD"). The Company will, (x) subject to
Section 2(d), prepare and file with the SEC such amendments and post-effective
amendments to the Shelf Registration Statement as may be necessary to keep the
Shelf Registration Statement continuously effective for the Shelf Registration
Period, (y) subject to Section 2(d), cause the related Prospectus to be
supplemented by any required supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) under the
Securities Act and (z) comply in all material respects with the provisions of
the Securities Act with respect to the Shelf Registration Statement during the
Shelf Registration Period.

         (d)    The Company may suspend the availability of any Shelf
Registration Statement and the use of any Prospectus at any time (the period
during which the availability of any Shelf Registration Statement and any
Prospectus may be suspended herein referred to as the "SUSPENSION PERIOD"),
without incurring any obligation to pay Additional Amounts pursuant to Section
2(e), for a period not to exceed 90 days in the aggregate during any 12-month
period for valid business reasons, to be determined by the Company in its sole
judgment (which shall not include the avoidance of the Company's obligations
hereunder), including, without limitation, the acquisition or divestiture of
assets, pending corporate developments, public filings with the SEC and similar




                                      -6-
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events; provided that the Company promptly thereafter complies with the
requirements of Section 3(j) hereof, if applicable, and provided further that,
if a Seller Post-Effective Amendment is required by applicable law in order to
cause a Holder to be named as a selling securityholder in the Shelf Registration
Statement, the period of time between the filing and effectiveness of any Seller
Post-Effective Amendment shall not be deemed to be a Suspension Period
hereunder.

         (e)    The Company and the Initial Purchasers agree that the Holders of
Transferred Restricted Securities will suffer damages, and it would not be
feasible to ascertain the extent of such damages with precision, if the Company
fails to fulfill its obligations under Section 2 hereof. Accordingly, if (i) the
Shelf Registration Statement is not filed with the SEC within 90 days after the
Closing Date, (ii) the Shelf Registration Statement has not been declared
effective by the SEC within 210 days after the Closing Date, (iii) the Shelf
Registration Statement is filed and declared effective but shall thereafter
cease to be effective (without being succeeded immediately by a replacement
Shelf Registration Statement filed and declared effective) or usable (including
as a result of a Suspension Period) for the offer and sale of Transfer
Restricted Securities for a period of time (including any Suspension Period and
excluding, if a Seller Post-Effective Amendment is required by applicable law in
order to cause a Holder to be named as a selling securityholder in the Shelf
Registration Statement, the period of time between the filing and effectiveness
of any Seller Post-Effective Amendment) which exceeds 90 days in the aggregate
in any 12-month period or (iv) the Company fails to perform its obligations set
forth in Section 2(b)(ii) within the time periods required therein (each such
event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT"), the
Company shall pay to each Notice Holder (who is also a Record Holder) (but only
to each affected Notice Holder under Section 2(b)(ii) in the case of clause
(iv)) during any period in which a Registration Default has occurred or is
continuing an amount (the "ADDITIONAL AMOUNTS") equal to (i) one-quarter of one
percent (25 basis points) per annum of the outstanding principal amount of
Securities constituting Transfer Restricted Securities held by such Holder for
the period up to and including the 90th day during which such Registration
Default has occurred and is continuing and (ii) one-half of one percent (50
basis points) per annum of the outstanding principal amount of Securities
constituting Transfer Restricted Securities held by such Holder for the period
including and subsequent to the 91st day during which such Registration Default
has occurred and is continuing, it being understood that all calculations
pursuant to this sentence shall be carried out to five decimal places. Following
the cure of all Registration Defaults, Additional Amounts will cease to accrue
with respect to such Registration Defaults. All accrued Additional Amounts shall
be paid by the Company on each Additional Amounts Payment Date in cash and
Additional Amounts will be calculated on the basis of a 360-day year consisting
of twelve 30-day months. The parties hereto agree that the Additional Amounts
provided for in this Section 2(e) constitute a reasonable estimate of the
damages that may be incurred by Notice Holders by reason of a Registration
Default and that such Additional Amounts are the only monetary damages available
to Notice Holders in the event of a Registration Default.

         (f)    All of the Company's obligations (including, without limitation,
the obligation to pay Additional Amounts) set forth in the preceding paragraph
which are




                                      -7-
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outstanding or exist with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive
until such time as all such obligations with respect to such security shall have
been satisfied in full. Notwithstanding the foregoing, no Additional Amounts
shall accrue as to any Transfer Restricted Security from and after the date such
security is no longer a Transfer Restricted Security. Additional Amounts shall
not accrue to more than one Notice Holder with respect to a Transfer Restricted
Security at any one time.

         (g)    Immediately upon the occurrence or the cure of a Registration
Default, the Company shall give the Trustee, so long as the Securities remain
outstanding, notice of such commencement or termination of the obligation to pay
Additional AMOUNTS with regard to the Securities, the amount or applicable
percentage thereof and the nature of the default giving rise to such
commencement or the event giving rise to such termination, as the case may be
(such notice to be contained in an Officer's Certificate (as such term is
defined in the Indenture)), and prior to receipt of such Officer's Certificate
the Trustee and the transfer and paying agent shall be entitled to assume that
no such commencement or termination has occurred, as the case may be.

         3.     Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

         (a)    The Company shall (i) furnish to the Initial Purchasers, within
     a reasonable period of time, but in any event within three Business Days,
     prior to the filing thereof with the SEC to afford the Initial Purchasers
     and their counsel a reasonable opportunity for review, a copy of each Shelf
     Registration Statement, and each amendment thereof, and a copy of each
     Prospectus, and each amendment or supplement thereto (excluding amendments
     caused by the filing of a report under the Exchange Act), and shall reflect
     in each such document, when so filed with the SEC, such comments as the
     Initial Purchasers may reasonably propose, except to the extent the Company
     reasonably determines, on the advice of counsel, it to be inadvisable or
     inappropriate to reflect such comments therein, and (ii) include
     information regarding the Notice Holders and the methods of distribution
     they have elected for their Transfer Restricted Securities provided to the
     Company in Notice and Questionnaires as necessary to permit such
     distribution by the methods specified therein. Each Notice Holder who
     sells, transfers or disposes of Transfer Restricted Securities pursuant to
     the Shelf Registration Statement shall, as a condition to the obligations
     of the Company hereunder, do so only in accordance with the terms of this
     Agreement, the methods of distribution elected by such Notice Holder, the
     Securities Act and the Exchange Act.

         (b)    Subject to Section 2(d), the Company shall use its reasonable
     best efforts to ensure that (i) any Shelf Registration Statement and any
     amendment thereto and any Prospectus forming a part thereof and any
     amendment or supplement thereto comply in all material respects with the
     Securities Act and the rules and regulations thereunder, (ii) any Shelf
     Registration Statement and any amendment thereto does not, when it becomes
     effective, contain an untrue




                                      -8-
<PAGE>

     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading and (iii) any Prospectus forming a part of any Shelf
     Registration Statement, and any amendment or supplement to such Prospectus,
     does not include an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in light
     of the circumstances under which they were made, not misleading; provided
     that the Company makes no representation with respect to any Holder
     Information.

         (c)    The Company, as promptly as reasonably practicable (but in any
     event within two Business Days), shall notify the Initial Purchasers and
     each Notice Holder and, if requested by you or any such Holder, confirm
     such notice in writing:

               (i)      when a Shelf Registration Statement or any amendment
          thereto or any Prospectus or any amendment or supplement thereto has
          been filed with the SEC and when the Shelf Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii)     of any request, following effectiveness of the Shelf
          Registration Statement under the Securities Act, by the SEC or any
          other federal or state governmental authority for amendments or
          supplements to the Shelf Registration Statement or the Prospectus or
          for additional information (other than any such request relating to a
          review of the Company's Exchange Act filings);

               (iii)    of the issuance by the SEC or any other federal or state
          governmental authority of any stop order suspending the effectiveness
          of the Shelf Registration Statement or of any order preventing or
          suspending the use of any Prospectus or the initiation or threat of
          any proceedings for that purpose;

               (iv)     of the receipt by the Company of any notification with
          respect to the suspension of the qualification or exemption from
          qualification of the Transfer Restricted Securities included in any
          Shelf Registration Statement for sale in any jurisdiction or the
          initiation or threat of any proceeding for that purpose;

               (v)      of the occurrence of any event or the existence of any
          condition or any information becoming known that requires the making
          of any changes in the Shelf Registration Statement or the Prospectus
          or any document incorporated by reference therein so that, as of such
          date, the statements therein are not misleading and the Shelf
          Registration Statement or the Prospectus or any document incorporated
          by reference therein, as the case may be, does not include an untrue
          statement of a material fact or omit to state a material fact required
          to be stated therein or




                                      -9-
<PAGE>

          necessary to make the statements therein (in the case of the
          Prospectus, in light of the circumstances under which they were made)
          not misleading;

               (vi)     of the Company's determination that a post-effective
          amendment to the Shelf Registration Statement is necessary; and

               (vii)    of the commencement (including as a result of any of the
          events or circumstances described in paragraphs (ii) through (vi)
          above) and termination of any Suspension Period.

         (d)    The Company shall use its commercially reasonable efforts to
     obtain (i) the withdrawal of any order suspending the effectiveness of any
     Shelf Registration Statement and the use of any related Prospectus and (ii)
     the lifting of any suspension of the qualification (or exemption from
     qualification) of any of the Transfer Restricted Securities for offer or
     sale in any jurisdiction in which they have been qualified for sale, in
     each case at the earliest practicable time, and shall provide notice to
     each Notice Holder and the Initial Purchasers of the withdrawal of any such
     orders or suspensions.

         (e)    The Company shall promptly furnish to each Notice Holder and the
     Initial Purchasers, without charge, at least one copy of any Shelf
     Registration Statement and any post-effective amendment thereto, excluding
     all documents incorporated or deemed to be incorporated therein by
     reference and all exhibits thereto (unless requested by such Notice
     Holder).

         (f)    The Company shall, during the Shelf Registration Period,
     promptly deliver to the Initial Purchasers, each Notice Holder and any
     broker-dealers acting on their behalf, without charge, as many copies of
     the Prospectus (including each preliminary Prospectus) included in any
     Shelf Registration Statement, and any amendment or supplement thereto, as
     such person may reasonably request, except as provided in Sections 2(d) and
     3(s) hereof; and the Company hereby consents to the use of the Prospectus
     and any amendment or supplement thereto by each of the selling Notice
     Holders in connection with the offering and sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement thereto
     in the manner set forth therein.

         (g)    Prior to any offering of Transfer Restricted Securities
     pursuant to any Shelf Registration Statement, the Company shall register or
     qualify or cooperate with the Notice Holders and their respective counsel
     in connection with the registration or qualification (or exemption from
     such registration or qualification) of such Transfer Restricted Securities
     for offer and sale, under the securities or blue sky laws of such
     jurisdictions within the United States where registration or qualification
     (or exemption from registration or qualification) is required by applicable
     law and shall maintain such registration or qualification (or exemption
     from registration or qualification) in effect so long as required by
     applicable law during the Shelf Registration Period and do any and all
     other reasonable acts or things necessary or advisable to enable the offer
     and sale in such jurisdictions of the




                                      -10-
<PAGE>

     Transfer Restricted Securities covered by such Shelf Registration
     Statement; provided, however, that the Company will not be required to (A)
     qualify generally to do business as a foreign corporation or as a dealer in
     securities in any jurisdiction where it is not then so qualified or to (B)
     take any action which would subject it to service of process or taxation in
     excess of a nominal dollar amount in any such jurisdiction where it is not
     then so subject.

         (h)    The Company shall reasonably cooperate with the Notice Holders
     to facilitate the timely preparation and delivery of certificates
     representing Transfer Restricted Securities (to the extent certificates for
     the Securities or the Common Stock issued upon conversion of Securities are
     issuable under the Indenture) sold pursuant to any Shelf Registration
     Statement free of any restrictive legends and, with respect of any
     Securities, in such denominations permitted by the Indenture and registered
     in such names as Holders may request at least two Business Days prior to
     settlement of sales of Transfer Restricted Securities pursuant to such
     Shelf Registration Statement.

         (i)    Subject to the exceptions contained in (A) and (B) of Section
     3(g) above, the Company shall use its commercially reasonable efforts to
     cause the Transfer Restricted Securities covered by the applicable Shelf
     Registration Statement to be registered with or approved by such other
     federal, state and local governmental agencies or authorities, and
     self-regulatory organizations in the United States as may be necessary to
     enable the Notice Holders to consummate the disposition of such Transfer
     Restricted Securities as contemplated by the Shelf Registration Statement;
     without limitation to the foregoing, the Company shall provide all such
     information as may be required by the National Association of Securities
     Dealers, Inc. (the "NASD") in connection with the offering under the Shelf
     Registration Statement of the Transfer Restricted Securities (including,
     without limitation, such as may be required by NASD Rule 2710 or 2720), and
     shall cooperate with each Holder in connection with any filings required to
     be made with the NASD by such Holder in that regard.

         (j)    Upon the occurrence of any event described in Section 3(c)(v)
     or 3(c)(vi) hereof, the Company shall promptly prepare and file with the
     SEC a post-effective amendment to any Shelf Registration Statement, or an
     amendment or supplement to the related Prospectus, or any document
     incorporated therein by reference, or file a document which is incorporated
     or deemed to be incorporated by reference in such Shelf Registration
     Statement or Prospectus, as the case may be, so that, as thereafter
     delivered to purchasers of the Transfer Restricted Securities included
     therein, the Shelf Registration Statement and the Prospectus, in each case
     as then amended or supplemented, will not include an untrue statement of a
     material fact or omit to state any material fact required to be stated
     therein or necessary in order to make the statements therein (in the case
     of the Prospectus, in light of the circumstances under which they were
     made) not misleading and, in the case of a post-effective amendment, use
     its commercially reasonable efforts to cause it to become effective as
     promptly as practicable; provided that the Company's obligations under this
     paragraph (j) shall be suspended




                                      -11-
<PAGE>

     if the Company has suspended the use of the Prospectus in accordance with
     Section 2(d) hereof and given notice of such suspension to Notice Holders,
     it being understood that the Company's obligations under this Section 3(j)
     shall be automatically reinstated at the end of such Suspension Period.

         (k)    The Company shall provide, prior to the effective date of any
     Shelf Registration Statement hereunder (i) a CUSIP number for the Transfer
     Restricted Securities registered under such Shelf Registration Statement
     and (ii) global certificates for such Transfer Restricted Securities to the
     Trustee, in a form eligible for deposit with DTC.

         (l)    The Company shall make generally available to its security
     holders an earnings statement satisfying the provisions of Section 11(a) of
     the Securities Act and Rule 158 promulgated by the SEC thereunder (or any
     similar rule promulgated under the Securities Act) for a 12-month period
     commencing on the first day of the first fiscal quarter of the Company
     commencing after the effective date of any Shelf Registration Statement or
     each post-effective amendment to any Shelf Registration Statement, which
     such statements shall be made available no later than 45 days after the end
     of the 12-month period or 90 days after the end of the 12-month period, if
     the 12-month period coincides with the fiscal year of the Company.

         (m)    The Company shall use its commercially reasonable efforts to
     cause the Indenture to be qualified under the TIA (as defined in the
     Indenture) not later than the effective date of the first Shelf
     Registration Statement.

         (n)    The Company shall use its commercially reasonable efforts to
     cause all shares of Common Stock issuable upon conversion of the Securities
     to be approved for listing upon official notice of issuance on each
     securities exchange or quotation system on which the Common Stock is then
     listed no later than the date the applicable Shelf Registration Statement
     is declared effective and, in connection therewith, to make such filings as
     may be required under the Exchange Act and to have such filings declared
     effective as and when required thereunder.

         (o)    The Company may require each Holder of Transfer Restricted
     Securities to be sold pursuant to any Shelf Registration Statement to
     furnish to the Company such information regarding the Holder and the
     distribution of such Transfer Restricted Securities sought by the Notice
     and Questionnaire and such additional information as may, from time to
     time, be required by the Securities Act and/or the SEC or any other federal
     or state governmental authority, and the obligations of the Company to any
     Holder under this Agreement shall be expressly conditioned on the
     compliance of such Holder with such request.

         (p)    The Company shall, if reasonably requested, promptly incorporate
     in a Prospectus supplement or post-effective amendment to a Shelf
     Registration Statement (i) such information as the Majority Holders provide
     and (ii) such



                                      -12-
<PAGE>

     information as a Notice Holder may provide from time to time to the Company
     in writing for inclusion in a Prospectus or any Shelf Registration
     Statement concerning such Notice Holder and the distribution of such
     Holder's Transfer Restricted Securities and, in either case, shall make all
     required filings of such Prospectus supplement or post-effective amendment
     promptly after being notified in writing of the matters to be incorporated
     in such Prospectus supplement or post-effective amendment; provided that
     the Company shall not be required to take any action under this Section
     3(p) that is not, in the reasonable opinion of counsel for the Company, in
     compliance with applicable law.

         (q)    In the case of the underwritten offering provided by Section 7
     below, take all actions necessary, or reasonably requested by the holders
     of a majority of the Transfer Restricted Securities being sold in such
     underwritten offering, in order to expedite or facilitate disposition of
     such Transfer Restricted Securities; provided that the Company shall not be
     required to take any action in connection with the underwritten offering
     without its consent.

         (r)    If reasonably requested in writing in connection with any
     disposition of Transfer Restricted Securities pursuant to a Shelf
     Registration Statement, make reasonably available for inspection within a
     commercially reasonable time period from receipt of such request, at its
     place of business or such other place where the Records (as defined below)
     are normally stored, during normal business hours by a representative for
     the Notice Holders of such Transfer Restricted Securities and
     representatives of any broker-dealers, attorneys and accountants retained
     by such Notice Holders (collectively, the "INSPECTORS"), all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and its subsidiaries (collectively, the "RECORDS"), and
     cause the appropriate executive officers, directors and designated
     employees of the Company and its subsidiaries to make reasonably available
     for inspection, within a commercially reasonable time period from receipt
     of such request, at its place of business or such other place where the
     Records are normally stored, during normal business hours all relevant
     information reasonably requested by such representative for the Notice
     Holders or any such Inspector in connection with such disposition, in each
     case as is customary for similar "due diligence" examinations and is
     reasonable under the circumstances; provided, however, that any information
     that is designated by the Company, in good faith, as confidential at the
     time of delivery of such information shall be kept confidential by the
     Inspectors, unless disclosure thereof is made in connection with a court,
     administrative or regulatory proceeding or required by law, or such
     information has become available to the public generally through the
     Company or through a third party without an accompanying obligation of
     confidentiality, provided further, that the Company shall not be required
     to furnish any such documents that are publicly available through the EDGAR
     electronic filing system of the SEC.

         (s)    Each Notice Holder agrees that, upon receipt of notice of the
     happening of an event described in Sections 3(c)(ii) through and including
     3(c)(vii), each Holder shall forthwith discontinue (and shall cause its
     agents and representatives



                                      -13-
<PAGE>

     to discontinue) disposition of Transfer Restricted Securities and will not
     resume disposition of Transfer Restricted Securities until such Holder has
     received copies of an amended or supplemented Prospectus contemplated by
     Section 3(j) hereof, or until such Holder is advised in writing by the
     Company that the use of the Prospectus may be resumed or that the relevant
     Suspension Period has been terminated, as the case may be, provided that
     the foregoing shall not prevent the sale, transfer or other disposition of
     Transfer Restricted Securities by a Notice Holder in a transaction which is
     exempt from, or not subject to, the registration requirements of the
     Securities Act, so long as such Notice Holder does not and is not required
     to deliver the applicable Prospectus or Shelf Registration Statement in
     connection with such sale, transfer or other disposition, as the case may
     be; and provided, further, that the provisions of this Section 3(s) shall
     not prevent the occurrence of a Registration Default or otherwise limit the
     obligation of the Company to pay Additional Amounts.

         (t)    Each Notice Holder shall promptly notify the Company of any
     inaccuracies or changes in the information provided in such Notice Holder's
     Notice and Questionnaire that may occur subsequent to the date thereof at
     any time while the Shelf Registration Statement remains effective.

         4.     Registration Expenses. The Company shall bear all fees and
expenses incurred in connection with the performance of its obligations under
Sections 2 and 3 hereof. Such fees and expenses shall include, without
limitation: (i) all registration and filing fees and expenses (including filings
made with the NASD); (ii) all fees and expenses of compliance with federal
securities and state Blue Sky or securities laws; (iii) all expenses of printing
(including printing of Prospectuses and certificates for the Common Stock to be
issued upon conversion of the Securities) and the Company's expenses for
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel to the Company; (v) all application and filing fees in connection
with listing (or authorizing for quotation) the Common Stock on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company. The Company shall bear its internal expenses
(including, without limitation, all salaries and expenses of their officers and
employees performing legal, accounting or other duties), the expenses of any
annual audit and the fees and expenses of any Person, including special experts,
retained by the Company. Notwithstanding the provisions of this Section 4, each
Holder shall bear its own legal fees and expenses and the expense of any
broker's commission, agency fee and underwriter's discount or commission
(including, without limitation, the expenses related to the engagement of a
"qualified independent underwriter"), if any, relating to the sale or
disposition of such Holder's Transfer Restricted Securities pursuant to a Shelf
Registration Statement.

         5.     Indemnity and Contribution.

         (a)    The Company agrees to indemnify and hold harmless each Holder of
Transfer Restricted Securities named in any Shelf Registration Statement
(including, without limitation, each Initial Purchaser), and each person, if
any, who controls any





                                      -14-
<PAGE>

such Holder within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act (collectively referred to for purposes of this
Section 5 as a "HOLDER"), from and against any and all losses, claims, damages
and liabilities (including without limitation the reasonable legal fees and
other expenses incurred in connection with any suit, action or proceeding or any
claim asserted) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement, or in any
Prospectus, or any amendment thereof or supplement thereto, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with information relating to any Holder
furnished to the Company in writing by such Holder expressly for use therein;
provided that the foregoing indemnity with respect to any Shelf Registration
Statement, or any Prospectus, shall not inure to the benefit of any Holder (or
the benefit of any person controlling such Holder) from whom the person
asserting any such losses, claims, damages or liabilities purchased the
securities concerned, to the extent that any such loss, claim, damage or
liability of the Holders occurs under the circumstance where it shall have been
established that (w) the Company had previously furnished copies of the
Prospectus, and any amendments and supplements thereto, to the Holder, (x)
delivery of the Prospectus, and any amendment or supplements thereto, was
required by the Securities Act to be made to such person, (y) the untrue
statement or omission of a material fact was corrected in the Prospectus or
amendments or supplements thereto, and (z) there was not sent or given to such
person, at or prior to the written confirmation of the sale of such securities
to such person, a copy of such Prospectus or amendments or supplements thereto.

         (b)    Each Holder agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers and each person who
controls the Company within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act, to the same extent as the foregoing indemnity
from the Company to the Holders, but only with reference to information relating
to such Holder furnished to the Company in writing by such Holder expressly for
use in the Shelf Registration Statement, or in any Prospectus, or any amendment
or supplement thereto.

         (c)    If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "INDEMNIFIED PERSON") shall promptly
notify the person against whom such indemnity may be sought (the "INDEMNIFYING
PERSON") in writing; provided that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have under this Section 5
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not relieve it
from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted
against an Indemnified Person and it shall have notified the Indemnifying Person
thereof, the Indemnifying Person, upon request of the Indemnified Person, shall
retain counsel reasonably satisfactory




                                      -15-
<PAGE>

to the Indemnified Person to represent the Indemnified Person and any others
entitled to indemnification pursuant to this Section 5 that the Indemnifying
Person may designate in such proceeding and shall pay the reasonable fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person, (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to
those available to the Indemnifying Person or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all Indemnified Persons, and that all such fees and
expenses shall be reimbursed as they are incurred. Any such separate firm for
the Holders and such control persons of the Holders shall be designated in
writing by the Representative and any such separate firm for the Company, its
directors, its officers and such control persons of the Company shall be
designated in writing by the Company. The Indemnifying Person shall not be
liable for any settlement of any pending or threatened proceeding effected
without its prior written consent, but if settled with such consent or if there
be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify any Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. No Indemnifying Person shall, without the
prior written consent of the Indemnified Person, effect any settlement of any
pending proceeding in respect of which any Indemnified Person is a party or of
any threatened proceeding in respect of which any Indemnified Person could have
been a party and indemnity could have been sought hereunder by such Indemnified
Person, unless such settlement includes an unconditional release of such
Indemnified Person from all liability on claims that are the subject matter of
such proceeding on terms reasonably satisfactory to such Indemnified Person.

         (d)    If the indemnification provided for in paragraph (a) or (b) of
this Section 5 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Holder on the other
hand with respect to the sale by such Holder of Securities or Common Stock or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of such Holder on the other in connection with
the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations.




                                      -16-
<PAGE>

Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the Initial Placement (before deducting expenses). Benefits
received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth in the Offering Memorandum, and
benefits received by any other Holders shall be deemed to be equal to the value
of receiving Securities registered under the Securities Act. Benefits received
by any underwriter shall be deemed to be equal to the total underwriting
discounts and commissions, as set forth on the cover page of the Prospectus
forming a part of the Shelf Registration Statement which resulted in such
losses, claims, damages or liabilities. The relative fault of the Company on the
one hand and such Holder on the other shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by such Holder and the parties' relevant
intent, knowledge, information and opportunity to correct or prevent such
statement or omission.

         (e)    The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) of this Section 5. The amount paid
or payable by an Indemnified Person as a result of losses, claims, damages and
liabilities referred to in paragraph (d) of this Section 5 shall be deemed to
include, subject to the limitations set forth above, any reasonable legal or
other expenses incurred by such Indemnified Person not otherwise reimbursed in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, in no event shall any Holder
be required to contribute any amount in excess of the amount by which the total
amount received by such Holder with respect to its sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

         (f)    The remedies provided for in this Section 5 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any Indemnified Party at law or in equity.

         (g)    The indemnity and contribution agreements contained in this
Section 5 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or any person controlling any Holder or by or on behalf of the
Company, its officers or directors or any other person controlling the Company
and (iii) the sale by a Holder of Transfer Restricted Securities covered by a
Shelf Registration Statement.

         6.     Rules 144 and 144A. The Company covenants that it shall use its
commercially reasonable efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner so long as the
Transfer



                                      -17-
<PAGE>

Restricted Securities remain outstanding. If at any time the Company is not
required to file such reports, it will, upon request of any Holder or beneficial
owner of Transfer Restricted Securities, make available such information
necessary to permit sales pursuant to Rule 144A. The Company further covenants
that, for as long as any Transfer Restricted Securities remain outstanding, it
will take such further action as any Holder of Transfer Restricted Securities
may reasonably request, all to the extent required from time to time to enable
such Holder to sell Transfer Restricted Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A. Upon the written request of any Holder of Transfer Restricted
Securities, the Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements.

         7.     Underwritten Offering.

         (a)    If any of the Transfer Restricted Securities covered by any
Shelf Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the underwritten offering will be selected by the Majority Holders of
such Transfer Restricted Securities included in such underwritten offering,
subject to the consent of the Company (which shall not be unreasonably withheld
or delayed), and such Holders shall be responsible for all underwriting
commissions and discounts in connection therewith and the fees and expenses set
forth in Section 4 hereof; provided, however, that notwithstanding anything
contained in this Agreement to the contrary, the Company shall be under no
obligation to participate in any underwritten offering with respect to the
Transfer Restricted Securities and no underwritten offering shall be effected
pursuant to this Agreement without the prior consent of the Company.

         (b)    No Holder may participate in any underwritten offering hereunder
unless such person (i) agrees to sell such Holder's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the Holders entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         8.     Miscellaneous.

         (a)    No Inconsistent Agreements. The Company shall not, on or after
the date hereof, enter into, any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof. In addition, the Company shall not enter
into any agreement on or after the date hereof that grants to any of its
securityholders the right to include any of its securities in the Shelf
Registration Statement provided for in this Agreement other than the Transfer
Restricted Securities.

         (b)    Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may




                                      -18-
<PAGE>

not be given, unless the Company has obtained the written consent of at least
the majority of the Holders of the then outstanding Transfer Restricted
Securities; provided that with respect to any matter that directly or indirectly
affects the rights of the Initial Purchasers hereunder, the Company shall obtain
the written consent of the Initial Purchasers against which such amendment,
qualification, supplement, waiver or consent is to be effective. Notwithstanding
the foregoing (except the foregoing proviso), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being sold
pursuant to a Shelf Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders.

         (c)    Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telecopier, or air courier guaranteeing overnight delivery:

               (i)      if to the Initial Purchasers, initially at their address
         set forth in the Purchase Agreement;

               (ii)     if to any other Holder, at the most current address of
         such Holder maintained by the Registrar under the Indenture or the
         registrar of the Common Stock (provided that while the Securities or
         the Common Stock are in book-entry form, notice to the Trustee or
         transfer and paying agent, as the case may be, shall serve as notice to
         the Holders), or, in the case of the Notice Holder, the address set
         forth in its Notice and Questionnaire; and

               (iii)     if to the Company, to:

                         Wild Oats Markets, Inc.
                         3375 Mitchell Lane
                         Boulder, CO 80301
                         Facsimile:  (303) 440-7316
                         Attn:  General Counsel

               All such notices and communications shall be deemed to have been
duly given when received, if delivered by hand or air courier, and when sent, if
sent by first-class mail or telecopier.

               The Initial Purchasers or the Company by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

               (d) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders. The Company hereby agrees to extend the
benefits of this Agreement to any Holder and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto. In the
event that any other person shall succeed to the Company under the Indenture,
then such successor shall enter into an



                                      -19-
<PAGE>

agreement, in form and substance reasonably satisfactory to the Initial
Purchasers, whereby such successor shall assume all of the Company's obligations
under this Agreement.

               (e)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

               (f)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

               (g)      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

               (h)      Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

               (i)      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or the shares of Common Stock issuable upon conversion thereof is
required hereunder, Securities or the shares of Common Stock issued upon
conversion thereof held by the Company or its Affiliates (other than subsequent
Holders of Securities or the Common Stock issued upon conversion thereof if such
subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

               (j)      Termination. This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Shelf Registration Period,
except for any liabilities or obligations under Section 2(e), 4 or 5 to the
extent arising prior to the end of the Shelf Registration Period.



                                      -20-
<PAGE>


                  Please confirm that the foregoing correctly sets forth the
agreement between the Company and you.

                                Very truly yours,

                                WILD OATS MARKETS, INC.



                                By:    /s/ Freya R. Brier
                                   ---------------------------------------------
                                       Name:    Freya R. Brier
                                       Title:   VP Legal


The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

J.P. MORGAN SECURITIES INC.

Acting on behalf of itself and as Representative
of the Initial Purchasers

By:      /s/ Richard Sesny
         ---------------------------------------
         Name:  Richard Sesny
         Title: Vice President



                                      -21-