STOCK PURCHASE AGREEMENT

     This Stock Purchase  Agreement (the "Agreement")  dated September 17, 1997,
is by and among UNITED GROCERS, INC., an Oregon corporation ("Seller"),  and C &
K MARKET, INC., an Oregon corporation ("Buyer").

     Seller owns  beneficially  and of record  145,256 shares of common stock of
Buyer (the "Shares").  Buyer desires to purchase from Seller, and Seller desires
to sell to Buyer,  the Shares,  on the terms and subject to the  conditions  set
forth  herein.  The  transactions  contemplated  in this  Agreement  are  herein
referred to as the "Purchase."

SECTION 1. PURCHASE OF SHARES AND RELATED MATTERS

          1.1 Purchase of Shares.  Subject to the terms and conditions set forth
herein,  at the Closing (as defined  below) Seller will sell the Shares to Buyer
and Buyer will purchase the Shares from Seller.

          1.2 Purchase Price. Buyer will pay to Seller for the Shares the sum of
Six Million  Twenty-Three  Thousand and 00/100's  Dollars  ($6,023,000.00)  (the
"Purchase Price").

          1.3  Payment of Purchase  Price.  The  Purchase  Price will be paid to
Seller in cash on or before 10/1, 1997.

          1.4 Delivery of Shares.  Upon payment of the  Purchase  Price,  Seller
shall  deliver  to Buyer a stock  certificate  or  certificates  evidencing  the
Shares, properly endorsed to Buyer.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER

          As a material  inducement  to Buyer to enter into this  Agreement  and
purchase the Shares, Seller represents and warrants that:

          2.1  Organization  and Corporate  Power.  Seller is a corporation duly
incorporated and validly existing under the laws of the state of Oregon.

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          3.2 Authorization.  The execution,  delivery,  and performance of this
Agreement and all other agreements contemplated hereby to which Buyer is a party
have been duly  authorized by Buyer.  This  Agreement  and each other  agreement
contemplated  hereby,  when executed and delivered by the parties thereto,  will
constitute  the legal,  valid,  and  binding  obligation  of Buyer,  enforceable
against  Buyer in accordance  with its terms,  except as  enforceability  may be
limited by applicable  bankruptcy,  insolvency,  and similar statutes  affecting
creditors' rights generally and judicial limits on equitable remedies.

          3.3 No Conflict with Other  Instruments or  Agreements.  The execution
and delivery by Buyer of this  Agreement and all other  agreements  contemplated
hereby to which  Buyer is a party,  the  Purchase,  and the  fulfillment  of and
compliance  with the respective  terms hereof by Buyer,  do not and will not (i)
conflict with or result in a breach of the terms,  conditions or provisions  of;
(ii)  constitute  a  default  under;  (iii)  give any  third  party the right to
accelerate any obligation  under;  (iv) result in a violation of; or (v) require
any authorization, consent, approval, exemption, or other action by or notice to
any court or  administrative  or governmental  body pursuant to, the Articles of
Incorporation  or Bylaws of Buyer or any law,  statute,  rule,  or regulation to
which Buyer is subject, or any agreement, instrument, order, judgment, or decree
to which Buyer is subject.

          3.4 GovernmentAl  Authorities.  Except as set forth in Schedule "3.4,"
(i) Buyer is not required to submit any notice, report, or other filing with any
governmental  or  regulatory  authority in  connection  with the  execution  and
delivery by Buyer of this Agreement and the  consummation  of the purchase;  and
(ii) no consent,  approval,  or  authorization of any governmental or regulatory
authority  is required to be obtained by Buyer or any  affiliate  in  connection
with Buyer's  execution,  delivery,  and  performance  of this Agreement and the
consummation of the Purchase.

          3.5  Litigation.   There  are  no  actions,  suits,  proceedings,   or
governmental  investigations or inquiries pending or, to the knowledge of Buyer,
threatened against Buyer or its properties,  assets,  operations,  or businesses
that might delay, prevent, or hinder the consummation of the Purchase.

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               (a) The Articles of Incorporation and all amendments  thereto and
restatements  thereof of Seller  certified by the official  having  custody over
corporate  records in the  jurisdiction of  incorporation  of the corporation in
question;

               (b) The current  Bylaws and minutes of all  meetings and consents
of shareholders and directors of Seller relating to the Purchase;

               (c) A  certificate  of the  Secretary or  Assistant  Secretary of
Seller  as to the  accuracy,  currency,  and  completeness  of each of the above
documents,  the incumbency and signatures of officers of Seller,  the absence of
any amendment to the Articles of Incorporation of Seller.

SECTION 5. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

     Each and every  obligation of Seller under this Agreement is subject to the
satisfaction, at or before the Closing, of each of the following conditions:

          5.1   Representations  and  Warranties;   Performance.   Each  of  the
representations  and warranties made by Buyer herein will be true and correct in
all  material  respects as of the Closing with the same effect as though made at
that time  except for  changes  contemplated,  permitted,  or  required  by this
Agreement;   Buyer  will  have  performed  and  complied  with  all  agreements,
covenants,  and  conditions  required  by this  Agreement  to be  performed  and
complied with by them prior to the Closing;  and Seller will have  received,  at
the Closing,  a  certificate  of Buyer,  signed by the  President  and the Chief
Financial  officer  of  Buyer,  stating  that  each of the  representations  and
warranties made by Buyer herein is true and correct in all material  respects as
of the Closing, except for changes contemplated,  permitted, or required by this
Agreement  and that  Buyer  has  performed  and  complied  with all  agreements,
covenants,  and  conditions  required  by this  Agreement  to be  performed  and
complied with by it prior to the Closing.

          5.2 No Proceeding or Litigation. No action, suit, or proceeding before
any court or any  governmental or regulatory  authority will have been commenced
and be  continuing,  and no  investigation  by any  governmental  or  regulatory
authority  will  have  been   commenced  and  be  continuing,   and  no  action,
investigation,

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suit, or proceeding will be threatened at the time of Closing, against Buyer, or
Seller, or any of their affiliates,  associates, officers, or directors, seeking
to  restrain,  prevent,  or change the  Purchase,  questioning  the  validity or
legality of the Purchase, or seeking damages in connection with the Purchase.

          5.3 Corporate Action.  Buyer will have furnished to Seller on Seller's
request:

               (a) The Articles of Incorporation and all amendments  thereto and
restatements  thereof of Buyer  certified  by the official  having  custody over
corporate  records in the  jurisdiction of  incorporation  of the corporation in
question;

               (b) The current  Bylaws and minutes of all  meetings and consents
of shareholders and directors of Buyer relating to the Purchase;

               (c) A  certificate  of the  Secretary or  Assistant  Secretary of
Buyer  as to the  accuracy,  currency,  and  completeness  of each of the  above
documents,  the incumbency and signatures of officers of the Buyer,  the absence
of any amendment to the Articles of Incorporation of Buyer.

SECTION 6. TERMINATION

          6.1  Termination  Without Cause.  Anything  herein or elsewhere to the
contrary notwithstanding,  this Agreement may be terminated and abandoned at any
time without  further  obligation or liability on the part of any party in favor
of any other by mutual consent of Buyer and Seller.

          6.2  Termination  Procedure.  Any party  having the right to terminate
this  Agreement  may terminate  this  Agreement by delivering to the other party
written notice of termination,  and thereupon, this Agreement will be terminated
without obligation or liability of any party in favor of any other party.

SECTION 7. RIGHT OF FIRST REFUSAL

          7.1 Grant of Right.  Buyer  agrees  not to sell,  transfer,  exchange,
grant an option to purchase,  lease,  or otherwise  dispose of Buyer's  business
operations (the "Business"), or any part of, or

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interest in, the Business,  or any stock of Buyer (the "Shares"),  without first
offering  the Business or the Shares to Seller on the terms and  conditions  set
forth in this  Agreement.  As used in this  Agreement,  the term sell includes a
lease of the  Business  or  substantially  all of its assets  with  primary  and
renewal terms of more than 15 years in the aggregate.

          7.2 Notice of Offer.  When  Seller  receives  the Notice and a copy an
offer from a third party for the  Business or the Shares (the  "Offer"),  Seller
shall have the prior and  preferential  right to  purchase  the  Business or the
Shares (or the part of or interest in the Business or the Shares  covered by the
Offer,  as the  case  may  be) at the  same  price  and on the  same  terms  and
conditions  as are contained in the Offer,  except that if Seller  exercises the
right of first  refusal  granted by this  Section 7 by electing to purchase  the
Business  or the  Shares,  as the  case  may be,  then  (1) the  closing  of the
transaction  contemplated  by the Offer shall take place no earlier than 90 days
after the date that Seller  elects to exercise the right of first  refusal,  and
(2) Seller shall receive a credit  against the sale price of the Business or the
Shares in an amount  equal to any  brokerage  commission  that Buyer may save by
selling the Property to Seller rather than the third party offeror.

          7.3 Exercise of Right of First Refusal. Seller shall have 45 days from
the date  Seller  receives  the Notice  and a copy of the Offer to notify  Buyer
whether  Seller  elects to purchase the  Business or the Shares  pursuant to the
terms of the Offer.  If Seller  elects to  exercise  its right to  purchase  the
Business or the Shares,  then, in addition to giving Buyer written notice of its
election  within the 15-day period,  Seller also shall tender an amount equal to
the earnest money deposit,  if any,  specified in the Offer,  which will be held
and used in accordance with the terms of the Offer.

          7.4 Failure to Exercise.  If Seller fails to timely exercise its right
to purchase  the Business or the Shares  pursuant to the terms of this  section,
then owner shall be entitled to sell the Business or the Shares according to the
terms of the Offer to the third party  offeror,  subject to the terms of Section
7.5.

          7.5 Failure to Consummate Sale. It Seller fails to timely exercise its
right to purchase the Property pursuant to the

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terms of this  Agreement,  and for any reason Buyer shall not sell or convey the
Business or the Shares third party  offeror on the terms  contained in the Offer
within six months of Seller's election not to purchase, then Buyer must resubmit
the offer as well as any other offer to Seller  before  selling the  Business or
the Shares, and such offers shall be subject to Grantee's right of first refusal
under this Agreement.

          7.6  Term.  The term of the  right of first  refusal  granted  by this
section shall  commence as of the date of this  Agreement and shall be perpetual
thereafter.

          7.7 Excluded  Transfers.  The right of first  refusal  created by this
Agreement shall not apply to (A) any sale or conveyance of the Property by Buyer
to any partnership,  limited partnership,  joint venture,  corporation, or other
entity in which  Buyer,  or its  current  management  team,  owns a  controlling
ownership  interest,  or (B) any  transfer of an interest in the Business (i) as
part of an employee  incentive,  stock  option or other  benefit plan or (ii) as
security for a debt financing.

SECTION 8. MISCELLANEOUS PROVISIONS

          8.1 Public  Announcements.  No press release or other  announcement to
the employees,  customers, or suppliers of the Company related to this Agreement
or the Purchase will be issued  without the joint  approval of Buyer and Seller,
unless  required by law, in which case Buyer and Seller will  consult  with each
other regarding the announcement.

          8.2.  Amendment  and  Modification.  Subject to  applicable  law, this
Agreement may be amended, modified, or supplemented only by a written agreement
signed by Buyer and Seller.

          8.3 Waiver of Compliance; Consents.

               (a) Any  failure  of any  party to  comply  with any  obligation,
covenant,  agreement, or condition herein may be waived by the party entitled to
the  performance  of such  obligation,  covenant,  or  agreement  or who has the
benefit of such  condition,  but such  waiver or failure to insist  upon  strict
compliance  with such  obligation,  covenant,  agreement,  or condition will not
operate

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as a waiver of, or estoppel with respect to, any subsequent or other failure.

               (b) Whenever this Agreement  requires or permits consent by or on
behalf of any party  hereto,  such consent will be given in a manner  consistent
with the requirements for a waiver of compliance as set forth above.

          8.4 Notices. All notices, requests,  demands, and other communications
required or  permitted  hereunder  will be in writing and will be deemed to have
been  duly  given  when  delivered  by hand or two days  after  being  mailed by
certified or registered mail, return receipt requested, with postage prepaid:

          If to Seller:

                             United Grocers, Inc.
                             Post Office Box 22187
                             Portland, OR 97269-2187

or to such other person or address as Seller  furnishes to Buyer pursuant to the
above.

          It to Buyer:

                             C & K Market, Inc.
                             Post Office Box 730
                             Brookings, OR 97415

or to such other address as Buyer furnishes to Seller pursuant to the above.

          8.5 Assignment.  This Agreement will not be assigned by a party hereto
without the prior  written  consent of the other  parties  hereto.  No permitted
assignment will release the assignor from its obligations hereunder.  Subject to
the foregoing,  this Agreement and all of the provisions  hereof will be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
devisees,  personal  representatives,  successors  and  assigns.  Nothing in the
Agreement,  express or implied,  is intended to confer on any person  other than
the parties  hereto,  or their  respective  successors,  any  rights,  remedies,
obligations, or liabilities under or by reason of this Agreement.

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          8.6  Governing  Law.  All  matters  with  respect  to this  Agreement,
including,  but not limited to, matters of validity,  construction,  effect, and
performance,  will be governed by the laws of the State of Oregon  applicable to
contracts made and to be performed  therein between residents  thereof,  without
regard to principles of conflicts or choice of law.

          8.7  Counteparts.  This Agreement may be executed in two or more fully
or  partially  executed  counterparts,  each of which will be deemed an original
binding  the  signer  thereof  against  the  other  signing  parties,   but  all
counterparts together will constitute one and the same instrument.

          8.8 Certain Rules of  Construction.  The  provisions of this Agreement
have been examined,  negotiated,  and revised by counsel for each party,  and no
implication  will be drawn against any party hereto by virtue of the drafting of
this Agreement.

          8.9 Entire  Agreement - This  Agreement  and any other  document to be
furnished  pursuant to the  provisions  hereof  embody the entire  agreement and
understanding of the parties hereto as to the subject matter  contained  herein.
There are no restrictions, promises, representations,  warranties, covenants, or
undertakings  other  than  those  expressly  set  forth or  referred  to in such
documents.  This Agreement and such documents supersede all prior agreements and
understandings among the parties with respect to the subject matter hereof.

          8.10  Severability.  Any term or provision of this  Agreement  that is
invalid or unenforceable in any Jurisdiction will, as to such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement,  or affecting the validity or  enforceability  of any of the terms or
provisions of this Agreement.

          8.11  Attorney  Fees.  if any  action is  brought by any party to this
Agreement to enforce or interpret its terms or provisions,  the prevailing party
will be entitled to reasonable  attorney  fees and costs  incurred in connection
with such action prior to and at trial and on any appeal therefrom.

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          8.12 Payment of Fees and Expenses.  Each party to this  Agreement will
be  responsible  for, and will pay, all of its own fees and expenses,  including
those of its counsel and accountants, incurred in the negotiation,  preparation,
and consummation of the Agreement and the Purchase.

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

          Buyer:             C & K Market, Inc.

                             /s/ Douglas A. Nidiffer
                             By:  Douglas A. Nidiffer
                             Its:  President

          Seller:            United Grocers, Inc.

                             By:  George P. Fleming
                             Its:  Asst. Secty.

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