FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT

      THIS SUBLEASE  AGREEMENT  entered into this 25th day of June, 1991, by and
between United Resources, Inc., an Oregon corporation, hereinafter designated as
Sublessor, and Robert A. Lamb, Patsy Lamb, Gale L. Lasko and Sandra L. Lasko, an
Oregon  partnership,  DBA  Wilsonville  Thriftway,   hereinafter  designated  as
Sublessee:

                              W I T N E S S E T H :
                              ---------------------

      WHEREAS,  Sublessor  intends to enter into an Equipment  Lease (as amended
from time to time, the "Prime  Lease"),  with Metlife Capital  Corporation  (the
"Prime Lessor") for equipment and "fixtures"  installed at a supermarket located
in Wilsonville, Oregon, commencing on the date set forth in the equipment lease,
in  substantially  the form which is attached  hereto as Exhibit A and is hereby
incorporated by reference.

      WHEREAS,   Sublessee  desires  to  sublet  said  equipment  and  fixtures,
Sublessor is willing to so sublet,  in accordance  with the terms and conditions
hereinafter set forth; now, therefore,

      IT IS HEREBY AGREED as follows:

      1.  Term.  Sublessor  hereby  sublets  unto  Sublessee  the  fixtures  and
equipment  described  in  the  Prime  Lease  for a  term  of  thirty-six  months
commencing  July 1, 1991 and ending June 1, 1994.  Sublessee may, for so long as
Sublessee is not in default under the terms of this Sublease, cause Sublessor to
renew or  extend  the  Prime  Lease,  or  Sublessee  may  exercise  the right of
Sublessor to purchase equipment under the Prime Lease, by giving

Page 1 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>
Sublessor  15 days'  notice  prior to the date that such  renewal,  extension or
purchase must be exercised.

      2.  Performance of Prime Lease  Obligations.  Sublessee shall make monthly
payments to Sublessor pursuant to the formula set forth on Exhibit A-1, which is
attached hereto and by this reference incorporated herein, as indicated therein.
Sublessee  covenants  and  agrees  to pay for the  whole  of said  term the same
rental,   except  as  modified  pursuant  to  Exhibit  A-1,  together  with  all
affirmative covenants pertaining to taxes, assessments, insurance and all of the
covenants and obligations to be performed by Sublessor and to make such payments
and provide  such  performance  when due by the terms of the Prime Lease and any
amendments thereto. Sublessor covenants and agrees to render all payments to the
Prime Lessor  under the Prime Lease in a timely  manner and to take no action to
cause a default  under the Prime  Lease.  In the event that  Sublessor  fails to
render any such payment when due, or if Sublessor  causes any default  under the
Prime Lease,  Sublessee shall have the right,  but not the  obligation,  to cure
such default and to set off any amounts  paid to cure such  default  against any
future obligation owed by Sublessee to Sublessor.

      3. Security Deposits.  Sublessee shall, upon execution hereof, pay any and
all security  deposits,  as required pursuant to the terms and conditions of the
Prime Lease.

     4. Defau1t. The following shall constitute a default under this Sublease:

Page 2 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

          a. Any failure by  Sublessee  to pay when due rent or any other amount
due  under the  Prize  Lease or to  perform  when due any  other  obligation  of
Sublessor under the Prime Lease or any other default under the Prime Lease which
continues for up to 75 percent of the cure period  provided with respect thereto
in the Prime Lease;  Sublessor  covenants  and agrees that upon receipt from the
Prime  Lessor of any notice of default or alleged  defaults to  promptly  supply
Sublessee with a copy of such notice;

          b. Any failure by  Sublessee  to pay when due rent or any other amount
due under this  Sublease or,  within 30 days of notice of a default in any other
obligation  hereunder,  to perform  when due any other  obligation  of Sublessee
hereunder;

          c. If any warranty,  representation  or statement made or furnished to
Sublessor by or on behalf of the Sublessee is false in any material respect when
made or furnished;

          d.  Any  default  under  any  document  securing  or  guarantying  the
obligations of Sublessee under this Sublease;

          e. Any failure by Sublessee  to pay when due and/or  satisfy any other
present or  hereinafter  incurred  indebtedness  or  obligation  of Sublessee to
Sublessor, including but not limited to those arising from Sublessee's purchases
of goods and services from  Sublessor,  any other loans or leases  Sublessee may
have or enter into with Sublessor,  and Sublessee's obligations under the Bylaws
of Sublessor and its application for membership in Sublessor;

Page 3 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

          f. If Sublessee  makes an assignment for the benefit of creditors,  or
if, with or without Sublessee's acquiescence,  a petition in bankruptcy is filed
against  Sublessee,  or Sublesee is  adjudicated a bankrupt or  insolvent,  or a
trustee,  receiver or  liquidator  is appointed  for all or part of  Sublessee's
assets,  or a  petition  or answer is filed by or against  Sublensee  seeking or
acquiescing  in any  reorganization,  liquidation  or similar  relief  under any
federal,  state or local law relating to bankruptcy,  insolvency or other relief
for debtors; and

          g. If Sublessee sells or otherwise  disposes of all or any substantial
portion of the assets of  Sublessee  located  at or  associated  with the store,
other than inventory sold at retail in the ordinary course of business (i.e., at
the full  retail  price  customarily  charged  therefor  or at a  reduced  price
pursuant to a retail sale in which the price  reduction  and sale  duration  are
typical of sales of other retail grocery businesses similarly situated).

     5. Remedies. In the event of any default under this Sublease:

          a. Sublessor shall have the right, at its election then or at any time
thereafter, upon notice to Sublessee, to terminate this Sublease or to terminate
Sublessee's  rights of  possession  of the equipment  without  terminating  this
Sublease;

          b.  Sublessor  shall  have the  immediate  right,  whether  or not the
Sublease  shall have been  terminated  pursuant to Section  5.a to re-enter  and
repossess the equipment or any part

Page 4 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

thereof by force,  summary  proceedings or any other legal or equitable process,
all without any liability on Sublessor's  part for such entry,  repossession  or
removal;

          c.  Sublessor  may,  whether  or not this  Sublease  shall  have  been
terminated pursuant to Section 5.a resublet the equipment,  or any part thereof,
in the name of Sublessee,  Sublessor or otherwise,  without notice to Sublessee,
for  such  term  or  terms  and for  such  uses as  Sublessor,  in its  absolute
discretion, may determine and may collect and receive rents payable by reason of
such resubletting (without any liability for any failure to collect such rents);
notwithstanding  the  foregoing,  Sublessor  shall be subject to such common law
duties of  mitigation  of  damages,  if any,  as are imposed by law on the Prime
Lessor;

          d.  Sublessor  may (but shall be under no  obligation  to) procure any
insurance,  pay any  rentals,  taxes or liens,  make any  repairs,  pay any sums
required to be paid, and to do and perform such other acts as may be required of
Sublessee hereunder, and any payments so made shall bear interest at the rate of
12 percent per annum,  but not in excess of maximum legal rate, from the time of
such payment until repaid; and

          e.  Sublessor  may  exercise  any and all other  rights  and  remedies
afforded to the Lessor upon default  under the Prime Lease and any and all other
rights and  remedies  Sublessor  may have  pursuant  to the laws of the state of
Oregon. In addition to the other remedies provided above, Sublessor shall be, to
the

Page 5 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

extent  permitted  by  applicable  law,  to  injunctive  relief  in  case of the
violation,  or attempted or threatened  violation,  of any of the  provisions of
this Sublease, or to a decree compelling performance of this Sublease.

          f. No expiration or termination of this Sublease,  repossession of the
equipment or any part  thereof,  or  resubletting  of the  equipment or any part
thereof,  whether  pursuant to the above  paragraph  or by  operation  of law or
otherwise,  shall relieve  Sublessee of their  liabilities and obligations under
this  Sublease,  all  of  which  shall  survive  such  expiration,  termination,
repossession or resubletting.

     6. Rights Cumulative,  Nonwaiver.  No right or remedy herein conferred upon
or reserved to  Sublessor  is  intended  to be  exclusive  of any other right or
remedy,  including  without  limitation the rights and remedies  provided in the
Prime  Lease,  and each and every right and remedy  shall be  cumulative  and in
addition  to any  other  right or remedy  given  hereunder  or now or  hereafter
existing at law or in equity or by statute.  The failure of  Sublessor to insist
at any time upon the strict  performance  of any  covenant  or  agreement  or to
exercise any option, right, power or remedy contained in this Sublease shall not
be construed as a waiver or relinquishment  thereof for the future. No waiver by
Sublessor of any  provision of this  Sublease  shall be deemed to have been made
whether due to the receipt of rent or otherwise, unless expressed in writing and
signed by Sublessor.

Page 6 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

     7. Assignment and Subletting.  Sublessee  acknowledges  that provisions for
extension  options  and  assignment  and  subletting  in  the  Prime  Lease  are
applicable to the Prime Lessor and  Sublessor  only.  Sublessee  will not assign
this  Sublease  or sublet the  premises  without  the prior  written  consent of
Sublessor  which  consent  shall not be  unreasonably  withheld,  provided  that
Sublessee  is not in default of this  Sublease or a material  provisions  of any
agreement with Sublessor.

     8. Covenants, Representations and Warranties.

          a.  Sublessee  agree  to  maintain  or  cause  to  be  maintained  the
membership of the store in good standing in  Sublessor,  in accordance  with the
Bylaws of Sublessor, as long as this Sublease remains in effect.

          b.  Sublessee  represents  and  warrants  that  there are no  brokers,
finders or other persons entitled to any fee,  commission or other  compensation
in connection with this Sublease, and agrees to hold Sublessor harmless from any
claims for such fees, commissions and/or compensation.

          c.  Sublessee  hereby  represents  and warrants to Sublessor  that the
financial  statements,  appraisals and other documents submitted to Sublessor in
connection herewith or pursuant hereto are and shall be true, correct,  complete
and  accurate  in  every  respect  and  said  financial  statements  fairly  and
accurately present the assets,  liabilities,  financial condition and results of
operations reflected herein.

Page 7 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

          9.  Attorneys'  Fees. In the event of the  institution  of any suit or
action to  terminate  this  Sublease,  or to  interpret  or enforce the terms or
provisions hereto, the nonprevailing party shall and does hereby agree to pay to
the prevailing  party,  in addition to the costs and  disbursements  provided by
statute,  reasonable  attorneys,  fees in such proceedings or on any appeal from
any judgment or decree entered therein.

         10.  Notices.  Any notice or demand  required or  permitted to be given
under this Sublease  shall be deemed to have been properly  given when, and only
when,  the same is in writing and has been  deposited in the United States Mail,
with  postage  prepaid,  to be  forwarded by  registered  or certified  mail and
addressed  to the  party to be  notified  at the  address  appearing  below  its
signature.  Such addresses may be changed from time to time by serving of notice
as above provided.

          11.  Substitution  of Exhibit.  The parties agree that at such time as
Sublessor and the Prime Lessor have executed an Equipment Lease in substantially
the form as is attached hereto as Exhibit A, such executed Equipment Lease shall
supersede  Exhibit A and shall  become a part of this  Sublease  as  Exhibit  A,
provided that such executed  Equipment Lease is in substantially the form as the
form  attached as Exhibit A upon  execution of this Sublease and does not in any
way materially vary from such form.

Page 8 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT
<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed the foregoing  Sublease
Agreement the day and year first above written.

          SUBLESSOR                      UNITED RESOURCES INC., an Oregon
                                         Corporation


                                         By /s/ [illegible], Pres.
                                            Title

                                         6433 SE  Lake  Road
                                         P. 0. Box 22187
                                         Portland, Oregon 97222

          SUBLESSEE                                        an Oregon Partnership


                                         By /s/ [illegible]
                                            /s/ [illegible]
                                            /s/ [illegible]
                                            /s/ [illegible]

                                         Individually
                                            /s/ [illegible]
                                            /s/ [illegible]
                                            /s/ [illegible]
                                            /s/ [illegible]






page 9 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT