EXHIBIT 10.13

NON-EMPLOYEE DIRECTOR
PHANTOM STOCK UNIT AGREEMENT

THIS PHANTOM STOCK UNIT AGREEMENT (the "Agreement"), dated as of this 19th day of June, 2001, by and between Arden Group, Inc., a Delaware corporation (the
"Company"), and Kenneth A. Goldman (the "Unit Holder"), is made with reference to the following facts:

A.    The
Company is desirous of providing additional incentives to the Unit Holder in rendering services as a non-employee director of the Company and, in order to
accomplish this result, has determined to grant the Unit Holder phantom stock units representing the right to receive a cash payment on the terms and conditions set forth herein.

B.    The
Unit Holder is desirous of accepting said right on the terms and conditions set forth herein.

NOW,
THEREFORE, it is agreed as follows:

1.Grant.



2.Exercise of Units.



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3.Termination.All unexercised Units shall automatically and without notice terminate and become null and void
at the time of the earliest to occur of the following:



Nothing
contained in this Agreement shall obligate the Company or any of its subsidiary corporations to continue to employ or engage the services of the Unit Holder in any capacity, nor
confer upon the Unit Holder any right to continue on the Board or in any other capacity with the Company or its subsidiary corporations, nor limit in any way the right of the Company or its subsidiary
corporations to amend, modify or terminate at any time the Unit Holder's arrangements, if any, with the Company.

4.Payment Upon Death or Disability.Upon the termination of the service of the Unit Holder as a member of the
Board due to the death of the Unit Holder or disability of the Unit Holder within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the Board shall have the
right to determine whether the Grantee's termination is attributable to a disability of the Grantee within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, such
determination of the Board to be final and conclusive), while serving in such capacity, (a) the Company

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shall pay such Unit Holder (or the legal representative of the estate of the deceased Unit Holder or the person or persons who acquire the right to receive payment for a Unit by bequest or
inheritance or reason of the death of the Unit Holder; hereinafter "Successor"), in complete satisfaction of all fully vested and unexercised Units held by such Unit Holder on the date of such
termination of such service of the Unit Holder, an amount determined in the manner set forth in Paragraph 2 above as if the Unit Holder had exercised the right and option to be paid for all
then fully vested and unexercised Units held by the Unit Holder on the date of such service termination, and (b) all other Units held by the Unit Holder on the date of such service termination
shall terminate and shall become null and void. Such payment shall be made by the Company to the Unit Holder or the Unit Holder's Successor, as the case may be, within 30 days after the date of
such termination.

5.Non-Assignability.The Unit Holder shall not transfer, assign, pledge or hypothecate in any
manner this Agreement or any of the rights and privileges granted hereby other than by will or by the laws of descent and distribution. Units are exercisable during the Unit Holder's lifetime only by
the Unit Holder. Upon any attempt by the Unit Holder to transfer this Agreement or any right or privilege granted hereby (including without limitation any Units) other than by will or by the laws of
descent and distribution and contrary to the provisions hereof, this Agreement and said rights and privileges shall immediately become null and void.

6.Anti-Dilution.In the event that the shares of Class A Common Stock subject to this
Agreement shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of shares, or otherwise) or if the number of such shares of Class A Common Stock shall be increased solely through the
payment of a stock dividend, then there shall be made an appropriate adjustment (a) in the number of Units then covered hereby, (b) to the Base Price and (c) to the other terms as
may be necessary to reflect the foregoing events. In the event there shall be any other change in the number or kind of the outstanding shares of stock of the Company subject to this Agreement, then
if the Board, in its sole discretion, determines that such change equitably requires an adjustment in this Agreement, such adjustments shall be made in accordance with such determination. The
foregoing adjustments shall be made in a manner that will cause the relationship between the aggregate appreciation in a share of Class A Common Stock and the increase in value of each Unit
granted hereunder to remain unchanged as a result of the applicable transaction.

7.Termination upon Merger.In the event that (a) the Company merges with or into any other corporation,
consolidates with any other corporation, or sells substantially all of its assets and business to another corporation and, in any such case, stockholders of the Company immediately prior to the
consummation of the transaction own less than fifty percent (50%) of the outstanding voting securities of the surviving or acquiring corporation immediately after consummation of the transaction, or
(b) the inclusion of the Company's Class A Common Stock (or any other capital stock into which the Class A Common Stock is changed) in the Nasdaq Stock Market is terminated, the
Unit Holder shall be paid the amount provided in Paragraph 2 above for all then fully vested unexercised Units then held by him in the manner provided in said Paragraph 2 as if such
Grantee had exercised his right and option to be paid for all of such then fully vested Units immediately prior to the effectiveness of such merger or consolidation, consummation of such sale or such
termination of inclusion in the Nasdaq Stock Market and all of the Units shall terminate upon such effectiveness, consummation or termination.

8.Rights Unfunded.The Unit Holder understands that the rights provided for hereunder are unfunded and the
Company has not made, and has no obligation to make, any provision with respect to segregating assets of the Company for payment of any benefits hereunder. The Unit Holder further understands that he
has no interest in any particular asset of the Company by reason of this Agreement but only the rights of a general unsecured creditor with respect to his rights under this Agreement.

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9.No Rights as a Stockholder.Neither the Unit Holder nor any other person legally entitled to exercise any
Units hereunder shall have any rights of a stockholder by virtue of the grant, vesting or exercise of a Unit.

10.Notices.Whenever under this Agreement notice is required to be given in writing, it shall be deemed to have
been duly given upon personal delivery, one business day following deposit with a nationally recognized air courier guaranteeing overnight delivery, or three business days after deposit in the United
States mail if mailed by registered or certified mail, postage prepaid, to the Company at the address set forth below or to the Unit Holder at the address set forth on the last page hereof (or to such
other address as either party shall have indicated to the other party by notice in accordance with this Paragraph):

Company:

Arden Group, Inc.
2020 South Central Avenue
Compton, California 90220
Attention: Chief Executive Officer and
Chief Financial Officer


For
purposes hereof, a "business day" is any day other than a Saturday, Sunday or a holiday in the State of California.

11.Benefit.Except as otherwise specifically provided herein, this Agreement shall be binding upon and shall
operate for the benefit of the Company and the Unit Holder and his successors.

12.Governing Law.This Agreement and any rights and obligations arising hereunder shall be governed and
construed in accordance with the laws of the State of California.

13.Entire Agreement.This Agreement represents the entire agreement between the parties hereto regarding Units
based on the Company's Class A Common Stock and supersedes any and all prior or contemporaneous written or oral agreements or discussions between the parties and any other person or legal
entity concerning the transactions contemplated herein. Except as otherwise expressly provided herein, this Agreement cannot be amended or modified except by a written instrument executed by the
parties hereto.

14.Construction.The headings of the Paragraphs are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement. If any of the provisions of this Agreement shall be unlawful, void or for any reason unenforceable, they shall be deemed separable from, and shall in
no way affect the validity or enforceability of, the remaining provisions of this Agreement.

15.Further Acts.The parties hereto agree to execute and deliver such further instruments as may be reasonably
necessary to carry out the intent of this Agreement.

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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

|ARDEN GROUP, INC. |  | UNIT HOLDER:
|----------------- |  | ------------
|                  |  |             
|By:               |  |             
|                  |  |             

The
undersigned, the spouse of the Unit Holder, does hereby agree to be bound by the terms of the foregoing Phantom Stock Unit Agreement.

|Dated June 19, 2001 |  | 
|------------------- |  | 
|                    |  | 
|                    |  | 
|                    |  | 

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