AGREEMENT FOR PURCHASE AND SALE
                             AND ESCROW INSTRUCTIONS

     This Agreement of Purchase and Sale  ("Agreement") is made this 17th day of
September,   1997,  by  and  between  United  Grocers,   an  Oregon  corporation
("Seller"),  and  C&K  Market,  Inc.,  an  Oregon  Corporation  ("Buyer"),  with
reference to the following facts:

     A. Seller is the fee owner of that certain parcel of real property which is
improved with a building and other  facilities,  fixtures,  paving and surfacing
thereon or associated therewith  (collectively,  the "Real Property").  The Real
Property is located at 1139 S.  Cloverdale  Blvd.,  in the town of Cloverdale in
the  County  of  Sonoma  in the  State of  California  and is more  particularly
described in Exhibit A attached hereto and forming a part hereof.

     B.  Seller  desires  to sell and  Purchaser  desires to  purchase  the Real
Property,  and all appurtenant  easements and rights,  and the Personal Property
(hereinafter  defined), on the terms, covenants and conditions set forth in this
Agreement.

     NOW,  THEREFORE,  in  consideration of the purchase price set forth herein,
and the other terms,  covenants and conditions set forth herein,  and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  it is mutually  covenanted  and agreed by Seller and Purchaser as
follows:

     1.  Purchase and Sale.  On the Closing  Date set forth in  Paragraph  3(b),
Seller shall  convey,  or cause to be conveyed,  to Purchaser or to  Purchaser's
nominee or assignee,  and Purchaser or its assignee  shall purchase from Seller,
all of the following:

          (i) The Real  Property,  together with all  appurtenant  easements and
     rights, subject to such easements,  reservations and agreements as may have
     been approved by Purchaser in accordance with Paragraph 4(a);

          (ii) The "Personal  Property"  consisting of (i) all personal property
     attached or appurtenant to the Real Property,  including without limitation
     appliances  and HVAC  equipment,  all as set forth in  Exhibit  B  attached
     hereto and

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     provided in this Agreement and the same shall be returned to Purchaser.

     (b) Subject to the provisions of Paragraph 12 below, Purchaser shall pay to
Seller through Escrow Agent at Closing in  immediately  available  funds (i) the
amount due under the Earnest  Money Note,  and (ii) the balance of the  Purchase
Price, i.e., the sum of Five Million Three Hundred Seventy-Five Thousand Dollars
($5,375,000), plus (or minus) the net amount of all costs, expenses, adjustments
and  prorations  to be debited  (or  credited)  to  Purchaser  pursuant  to this
Agreement.

     (c) All payments  required to be made under this Agreement shall be made in
U.S. funds.

     (d)  Allocation  of the  Purchase  Price  between  the Real  Property,  the
Personal  Property  and the  Intangibles  shall  be as set  forth in  Exhibit  C
attached hereto and forming a part hereof.

     3. Escrow.

     (a) Seller and Purchaser  have opened an escrow (the  "Escrow")  with First
American Title Insurance Company of Oregon, 200 S.W. Market Street,  Suite 1776,
Portland, Oregon 97201-5786 ("Escrow Agent") through which the purchase and sale
of the Property  shall be  consummated.  A fully executed copy of this Agreement
shall be deposited  with Escrow Agent,  duly  executed by Seller,  Purchaser and
Escrow  Agent,  and Escrow Agent shall be hereby  authorized  and  instructed to
deliver  pursuant to the terms of this  Agreement the documents and monies to be
deposited into the Escrow.  Escrow Agent may attach to this Agreement as Exhibit
D Escrow Agent's  standard form escrow agreement which shall, to the extent that
the same is  consistent  with the terms  hereof,  inure to the benefit of Escrow
Agent.

     (b) Escrow shall close as soon as practicable  after the date hereof but in
no event later than October 1, 1997.  If Closing  fails to occur for any reason,
including but not limited to Purchaser's  disapproval of any of the  information
referred to in  Paragraphs  4 or 5, the costs  relating  to the  issuance of the
Title Report and Escrow  Agent's  cancellation  fees,  if any,  shall be paid by
Purchaser.  Notwithstanding the foregoing,  if Closing fails to occur because of
the failure of Seller to comply with its

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obligations  hereunder,  in addition to other remedies available to Purchaser at
law or equity,  said costs  shall be borne by Seller.  In any event,  each party
shall bear its own incidental  costs and expenses,  including but not limited to
legal and  accounting  fees and  travel  expenses.  The term  "Closing  Date" or
"Closing"  as used  herein  shall  be  deemed  to be the  date  upon  which  the
respective  Conditions Precedent to Purchaser's  Obligation to Close Escrow (set
forth in Paragraph 8 below) and the Conditions  Precedent to Seller's Obligation
to Close Escrow (set forth in Paragraph 9 below) have been satisfied,  the Grant
Deed (defined herein) is recorded in the office of the County Recorder of Sonoma
County,  Oregon,  and the net  proceeds  of sale are held by  Escrow  Agent  for
disbursal to Seller.

     4. Title Matters.

     As soon practicable after the date hereof,  but in no event later than five
(5) days after the date hereof, Escrow Agent shall have delivered or shall cause
to be delivered to Purchaser an ALTA Preliminary  Title Report,  issued by First
American Title Insurance Company of Oregon ("Title Company"),  covering the Real
Property,  which may state  that it is  subject  to any  matter  which  would be
disclosed by a survey (the "Title  Report").  Purchaser  shall have the right to
request copies of all documents  evidencing matters of record shown in the Title
Report as exceptions to title to the Property,  and may object to any exceptions
contained  in the Title  Report by giving  notice to Seller  within the Approval
Period. If Purchaser  disapproves of any such exceptions,  Seller shall have the
option  until 5:00 p.m. on the day which is three (3) days after the  expiration
of the Approval  Period to elect,  in its sole and absolute  discretion,  to (i)
cure or remove any one or more such exceptions or (ii) terminate this Agreement,
which election must made in writing delivered to Purchaser.  If Seller elects to
cure or remove any  exception,  it shall have until one (1) day prior to Closing
to cure or  remove  such  exception(s).   For two (2)  business  days  following
Seller's election to terminate this Agreement, Purchaser shall have the right to
waive its  disapproval of any one or more of the exceptions  that Seller has not
elected to cure or remove and thereby rescind Seller's election to terminate and
agree to take title to the Property subject to such exceptions.  Notwithstanding
any of the  foregoing,  Seller  shall remove or cause to be removed all monetary
liens of record  (except only for the liens of the taxes and  assessments  to be
prorated under

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Paragraph  11(a)(i)),  at its sole cost and expense  and, if  necessary,  Seller
shall  deliver to Escrow Agent prior to Closing  additional  funds  necessary to
clear  title  to the  Property  of such  liens.  Any  exceptions  to  title  not
disapproved by Purchaser, or for which disapproval has been waived by Purchaser,
shall be referred to as "Permitted Exceptions" hereinafter.

     5. Approval Period.

     (a)  Purchaser  shall have twenty (20) days from the date hereof to inspect
and approve the condition of the Property (the "Approval Period").

     (b) Purchaser  shall have until the  expiration  of the Approval  Period in
which to approve or  disapprove  of the  condition  of the  Property,  or to any
exceptions  to title to the  Property  shown on the  Title  Report.  Purchaser's
disapproval  must be in writing  delivered to Seller prior to the  expiration of
the Approval Period. Failure to deliver such written disapproval shall be deemed
Purchaser's  approval of the said matters. If Purchaser  disapproves any of said
matters with the  Approval  Period,  it shall have the right to  terminate  this
Agreement by written notice to Seller, in which case the Escrow Payment shall be
returned to Purchaser.

     6. Inspections and Approval by Purchaser.

     (a) From and after the date hereof, Purchaser and its agents, employees and
contractors shall be afforded full access to the Property during normal business
hours for the purpose of making such  investigations  as Purchaser deems prudent
with respect to the physical  condition of the Property.  Seller shall cooperate
fully to assist  Purchaser in completing  such  inspection.  However,  Purchaser
agrees to hold Seller harmless from and against any loss, cost, damage, claim or
expense suffered by Seller caused by Purchaser's investigations. Purchaser shall
restore the Property to its condition  immediately prior to such  investigations
if Closing fails to occur for any reason other than Seller's default.

     (b) From and  after  the date  hereof  until  Closing,  Purchaser  shall be
afforded full  opportunity by Seller during normal business hours to examine all
books and records which relate to the Property, including any specifications and
any  permits,  reports  and  studies  and  similar  information  relating to the
Property or its

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management,  operation,  maintenance  or use (to the  extent  that  they  are in
Seller's  possession).  Purchaser shall have the reasonable right to make copies
of such  books and  records,  and to  conduct  such  review as  Purchaser  deems
prudent.  Purchaser  may in addition  investigate  all  matters  relating to the
zoning,  and  compliance  with  other  applicable  laws  related  to the use and
occupancy of the Property,

     7. Operation of Property Pending Closing.

     (a) Seller shall keep all insurance policies covering the Property in force
and in effect between the date of this Agreement and Closing.

     (b) Seller shall have the right to renew or replace Service Contracts which
expire prior to Closing for any term  provided  that such Service  Contracts are
terminable  by Seller or its  successors  in interest  upon not more than thirty
(30) days notice to the service provider.

     (c) Seller shall manage the Property  from the date hereof until Closing in
a first-class manner and shall perform all maintenance work and ordinary repairs
and pay all  costs  and  expenses  related  thereto  in the  ordinary  course of
business.  From and after the date  hereof,  Seller shall not enter into any new
contracts or agreements for such work which will cost in excess of Five Thousand
Dollars  ($5,000.00)  without  the prior  written  consent of  Purchaser,  which
consent shall not be unreasonably withheld.  Seller shall comply with all of its
obligations imposed by law or by any other contract or agreement relating to the
operation and maintenance of the Property.

     (d) Except for removing any disapproved  exceptions to title,  Seller shall
do nothing to affect title to the Property.

     8. Conditions Precedent to Purchaser's Obligation to Close Escrow.

     Purchaser's  obligation to close this transaction  shall be subject to, and
contingent upon satisfaction or waiver by Purchaser,  in writing, of each of the
following conditions:

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          (i) Purchaser shall have either  affirmatively  approved or shall have
     been  conclusively  deemed  to have  approved  those  matters  set forth in
     paragraphs  4,  5 and 6 in  respect  to  which  Purchaser  has,  under  the
     provisions of this Agreement, a right of inspection and/or approval; or, in
     the event Purchaser has delivered  written  objections to Seller in respect
     to any such matters,  if in the manner and within the time periods provided
     in this Agreement therefor,  Seller has agreed to remedy, and has remedied,
     such objections prior to Closing or Purchaser has waived same in writing;

          (ii) Seller shall have  performed  all of Seller's  obligations  under
     this Agreement; and

          (iv) The Title Company  shall be ready,  willing and able to issue the
     Title Policy;

     9. Conditions Precedent to Seller's Obligation to Close Escrow.

     The obligation of Seller to consummate the transactions contemplated hereby
is subject to the following  conditions,  inserted for 8eller's sole benefit and
which may be waived  solely by Seller only in writing at its sole  option.  Said
conditions are as follows:

          (i) The  representations and warranties of Purchaser contained in this
     Agreement,  or in any certificate or document signed by Purchaser  pursuant
     to the  provisions  hereof,  shall be true on,  and as of,  Closing  in all
     material respects as though such  representations  and warranties were made
     on, and as of, such date.

          (ii) Purchaser  shall have  performed all of  Purchaser's  obligations
     under this Agreement; and

          (iii) The Title Company shall be ready,  willing and able to issue the
     Title Policy.

     10. Closing Procedure.

     (a) At  least  three  (3)  business  days  prior  to the  date of  Closing,
Purchaser shall have delivered to Escrow Agent counterpart

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executed  originals of the following  documents and the following  sums of money
required to be delivered by Purchaser hereunder:

          (i) If Purchaser  assigns its rights as permitted  hereunder,  similar
     evidence  as  appropriate  of any  such  assignee  or  nominee,  evidencing
     authorization  and approval of execution by Purchaser  and of such assignee
     of this  Agreement  and each of the acts of Purchaser  and of such assignee
     performed pursuant to the provisions hereof;

          (ii) The Purchase Price in the manner set forth in Paragraph 2;

          (iii)  Such  funds as may be  necessary  to  comply  with  Purchaser's
     obligations hereunder regarding prorations, costs and expenses.

     (b) At least three (3) business  days prior to the date of Closing,  Seller
shall have  delivered  to Escrow  Agent  counterpart  executed  originals of the
following  documents and the following sums of money required to be delivered by
Seller hereunder:

          (i) A deed (the "Grant  Deed"),  duly  executed  and  acknowledged  by
     Seller,  and a separate  declaration  of  documentary  transfer tax in form
     satisfactory to Escrow Agent,

          (ii) A Bill of Sale  executed by Seller in favor of  Purchaser  or its
     nominee or assignee (the "Bill of Sale") covering the Personal Property;

          (iii) A certified copy of resolutions of Seller authorizing the within
     transaction;

          (iv) Any information  reasonably  required to enable Purchaser to take
     possession of the Property upon Closing.  Seller agrees to deliver all keys
     to the Property to Purchaser promptly upon Closing;

     (c) Provided  that Escrow  Agent  confirms to Purchaser on the day prior to
the Closing  Date that,  but for the  delivery to it of the cash  portion of the
Purchase Price,  Escrow Agent is ready,  willing and able to proceed to closing,
Purchaser  shall  deliver  or cause to be  delivered  to  Escrow  Agent by noon,
Portland Oregon

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time, on the Closing Date,  the balance of the Purchase  Price in the manner set
forth  in  Paragraph  2 and  such  funds  as may be  necessary  to  comply  with
Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon
delivery of said sums of money,  Escrow Agent shall cause Title Company to cause
the Grant  Deed  to be  recorded  in the  Official  Records  of Sonoma  County,
California, and immediately to issue the Title Policy.

     11. Prorations.

     (a) All revenues, income, receivables,  costs, property taxes, expenses and
payables of the Property shall be apportioned  equitably  between the parties as
of the Closing Date on the basis of a thirty (30) day month, and with respect to
the  items  enumerated  below  where a  particular  manner of  apportionment  is
provided,  then  apportionment of such item shall be made in a such manner.  The
obligation to make apportionments shall survive the closing.  Without limitation
the following items shall be so apportioned:

          (i)  Real  Estate  and  personal   property   taxes  and  any  special
     assessments, taking into consideration discounts for the earliest permitted
     payment,  based upon the latest  previous  tax levies.  Such items shall be
     reapportioned between Seller and Purchaser if current tax rates differ from
     the latest previous tax rates as soon as the same are known.  Seller agrees
     that,  to the  extent  any  additional  taxes,  assessments  or levies  are
     imposed,  assessed or levied against the Property,  or any portion thereof,
     the  Seller or the  Purchaser  at any time  subsequent  to losing  but with
     reference  to any  period  prior  thereto,  Seller  shall  promptly  pay to
     Purchaser an amount equal to such additional assessments or levies; and

          (ii)  Subject to the  provisions  of Paragraph  11(c)  below,  utility
     charges levied against Seller or the Property, and Purchaser shall transfer
     all such utility services to its name and account as of the Closing Date.

     No insurance  policies shall be assigned  hereunder and  accordingly  there
shall be no proration of insurance premiums:

     (b) The expenses of Closing shall be paid in the following manner:

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          (i) Seller shall pay:

               (A) The cost of the Title Policy;

               (B) One-half  (1/2) of any transfer tax imposed on the conveyance
          of title to the Property to Purchaser; and

               (C) One-half (1/2) of Escrow Agent's Escrow fee.

          (ii) Purchaser shall pay:

               (A) The recording fee for the Grant Deed;

               (B) One-half  (1/2) of any transfer tax imposed on the conveyance
          of title to the Property to Purchaser; and

               (C) Any sales taxes; and

               (D) One-half (1/2) of Escrow Agent's Escrow fee.

     All other  Closing  fees and  expenses,  including  but not  limited to the
parties' legal expenses,  accounting and consulting  fees, and other  incidental
expenses  in  connection  with  this  transaction  shall be  borne by the  party
incurring same.

     (c) Seller shall make reasonable  efforts to cause all utilities  furnished
to the Property, including but not limited to electricity, gas, water and sewer,
to be read the day prior to the Closing Date, and Seller shall be responsible to
pay all costs and charges therefor for the period prior to the Closing Date, and
Purchaser  shall be responsible to pay all such costs and charges from and after
the Closing Date.

     12. Representations, Warranties and Covenants of Seller.

     (a) Seller  hereby  makes the  following  representations,  warranties  and
covenants,  each of which is stated by Seller as being  true and  correct on the
date hereof;

          (i)  Seller  has full  legal  power and  authority  to enter  into and
     perform this  Agreement in accordance  with its terms,  and this  Agreement
     constitutes  the valid and binding  obligation  of Seller,  enforceable  in
     accordance with its

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     terms, except as such enforcement may be affected by bankruptcy, insolvency
     and other laws affecting the rights of creditors generally.  The execution,
     delivery and  performance of this Agreement and all documents in connection
     therewith  are not in  contravention  of or in  conflict  with  any deed of
     trust,  agreement  or  undertaking  to which  Seller is a party or by which
     Seller or any of its  property,  including  the  Property,  may be bound or
     affected.  The execution and delivery of this Agreement and the performance
     by  Seller  of its  obligations  hereunder  require  no  further  action or
     approval in order to constitute this Agreement as a binding and enforceable
     obligation of Seller, and all such actions have been duly taken by Seller;

          (ii) Seller will deliver good an  marketable  title to the Property at
     Closing  free and clear of all liens,  claims and  encumbrances  except the
     Permitted Encumbrances;

          (iii)  Seller  is the fee  owner  of the  Property  and has  good  and
     marketable  title  thereto,  free  and  clear  of  all  liens,  claims  and
     encumbrances, except the Permitted Encumbrances;

          (iv) To Seller's  knowledge,  the Property is being operated by Seller
     in full compliance  with all  subdivision,  building,  and zoning laws, and
     Seller  has not  received  any  notice  of  violation  of law or  municipal
     ordinance,  order or  requirement  having  jurisdiction  or  affecting  the
     Property at the date hereof;

          (v) There is presently no claim,  action,  litigation,  arbitration or
     other  proceeding  pending  against Seller  relating to the Property or the
     transactions  contemplated  hereby  and, to  Seller's  knowledge,  there is
     presently no claim, governmental  investigation or threatened litigation or
     arbitration  proceedings  to  which  Seller  is a  party  relating  to  the
     Property;

          (vi)  There are no  pending  condemnation  or  annexation  proceedings
     affecting  the Property or any part thereof,  or to Seller's  knowledge any
     intended public  improvements  which will result in any charge being levied
     or assessed  against the  Property or in the  creation of any lien upon the
     Property;

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          (vii)  Seller  does not  have  any  liability  for any  taxes,  or any
     interest or penalty in respect thereof,  of any nature that may be assessed
     against Purchaser or become a lien against the Property;

          (viii) To Seller's  knowledge,  there are no facts or conditions which
     will result in the  termination  of the present access from the Property to
     any utility services or to existing highways and roads;

          (x) The  representations  and warranties  contained in  sub-paragraphs
     a(i)-a(viii)  of this  Paragraph 12 are true and correct on the date hereof
     in all material respects,  and no representation or warranty made by Seller
     or in any statement or exhibit required to be furnished  hereunder omits or
     will omit a material  fact  necessary  to make the  statement  thereon  not
     misleading.

     (b) If Seller becomes aware of any fact or circumstance  which would change
a representation  or warranty,  then Seller will immediately give notice of such
changed fact or circumstance  to Purchaser.  Seller shall issue a certificate at
the closing stating that all of the representations and warranties  contained in
this Paragraph 12 are true and correct as of said date,  except as otherwise set
forth herein.

     (c)  Upon   notification  of  any  fact  which  would  change  any  of  the
representations   or  warranties   contained  herein,   other  than  a  fact  or
circumstance  occurring after the date of this  Agreement,  Purchaser shall have
the option of (i) waiving the breach that would be caused by such  change,  (ii)
agreeing with Seller to adjust the terms hereof to compensate Purchaser for such
change  (although  Seller  may make  such  agreement  in its  sole and  absolute
discretion), or (iii) to terminate this Agreement.

     13. Representations and Warranties of Purchaser.

     Purchaser hereby makes the following  representations and warranties,  each
of which is stated by Purchaser as being true and correct on the date hereof:

     (a) Purchaser is a corporation duly incorporated and validly existing under
the laws of the state of Oregon, and has all

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requisite corporate power and authority to enter into this Agreement and perform
its  obligations  hereunder.  Purchaser  has all requisite  corporate  power and
authority and all material licenses,  permits,  and authorizations  necessary to
own and operate its properties, to carry on its business as now conducted.

     (b) The  execution,  delivery,  and  performance  of this Agreement and all
other  agreements  contemplated  hereby to which  Purchaser is a party have been
duly   authorized  by  Purchaser.   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 Purchaser,  enforceable
against Purchaser 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.

     (c) The execution and delivery by Purchaser of this Agreement and all other
agreements contemplated hereby to which Purchaser is a party and the fulfillment
of and compliance with the respective terms hereof by Purchaser, 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 Purchaser or any law,  statute,  rule, or
regulation to which Purchaser is subject, or any agreement,  instrument,  order,
judgment, or decree to which Purchaser is subject;

     (d) Purchaser 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  Purchaser  of  this  Agreement  and the  consummation  of the
transactions   contemplated   hereby;   and  (ii)  no  consent,   approval,   or
authorization  of any  governmental  or  regulatory  authority is required to be
obtained by Purchaser or any affiliate in connection with Purchaser's execution,
delivery,  and  performance  of  this  Agreement  and  the  consummation  of the
transactions contemplated hereby.

     (e)  There   are  no   actions,   suits,   proceedings,   or   governmental
investigations or inquiries pending or, to the knowledge of

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Purchaser,  threatened against Purchaser or its properties,  assets, operations,
or  businesses  that might delay,  prevent,  or hinder the  consummation  of the
transactions contemplated by this Agreement.

     14. General Covenants and Agreements of Purchaser and Seller.

          14.1  Delivery of  Possession.  Possession  of the  Property  shall be
delivered to Purchaser upon Closing.

          14.2 Damage to or Destruction  of Property  Prior to Closing;  Risk of
Loss.  In the event the Property  shall  sustain  damage caused by fire or other
casualty  prior to  Closing,  the Closing  shall take place as  provided  herein
without  abatement  of the  Purchase  Price,  and  there  shall be  assigned  to
Purchaser at Closing all of Seller's  interest in and to the insurance  proceeds
which may be payable to Seller on account of such  occurrence,  and Seller shall
have no obligation of repair or  replacement.  If an uninsured  loss or casualty
occurs,  Purchaser  shall receive a credit at Closing against the Purchase Price
in an amount equal to the cost of repairing or restoring the loss or casualty in
question.

          14.3 Condemnation of Property Prior to Closing.  In the event that the
Property or any part thereof  becomes the subject of a  condemnation  proceeding
prior to Closing,  Seller agrees to immediately advise Purchaser thereof. In the
event of such condemnation,  Purchaser shall have the option of (i) taking title
in accordance with the terms and conditions of this Agreement and negotiate with
the  condemning  authority for the  condemnation  award and receive the benefits
thereof without affecting the Purchase Price; or (ii) terminating this Agreement
and declaring its obligations  hereunder null and void and of no further effect,
in which event all sums  theretofore paid to Seller or to Escrow Agent hereunder
shall be returned to  Purchaser as set forth  herein.  Notice of the exercise of
such option  hereunder  shall be in writing,  delivered to Se1ler at the address
set  forth in  Paragraph  15.6.  (or  such  other  address  as  Seller  may have
theretofore designated in writing) at least two (2) days prior to Closing.

          14.4  Broker's  Commissions.  Seller and  Purchaser  each warrant that
neither  Seller nor  Purchaser,  respectively,  negotiated  with  respect to the
purchase of the Property through any broker,  agent, finder,  affiliate or other
third party, or incurred any

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liability,  contingent or  otherwise,  for brokerage or finder's fees or agent's
commissions  or other like payments in connection  with this  Agreement,  or the
transactions  contemplated  hereby,  and each hereby agrees to hold harmless and
indemnify  the  other  from any and all  claims,  demands,  causes  of action or
damages resulting therefrom.

          14.5 Further Assurances Prior to Closing.  Seller and Purchaser shall,
prior to  Closing,  execute any and all  documents  and perform any and all acts
reasonably  necessary,  incidental or appropriate to effectuate the purchase and
sale and the transactions contemplated in this Agreement.

          14.6 Failure to Close. Except as otherwise provided in this Agreement,
in the event  Closing  does not occur for any reason  whatsoever,  and after the
parties shall have conformed to the  requirements  set forth in this  Agreement,
the parties shall execute and deliver  mutual  general  releases with respect to
any claims in connection  with the  transactions  contemplated by this Agreement
and evidencing the termination of this Agreement.

          14.7 Time of Essence. Time shall be of the essence with respect to the
obligations of the parties hereunder.

[         14.8 Assignability.  Purchaser may assign all of its rights and duties
hereunder to any entity in which Purchaser is, directly or indirectly, a general
partner,  without Seller's consent,  or nominate any entity to take title to the
Property,  upon the giving of written notice to Seller,  which notice may not be
given less than three (3) days prior to Closing. Any other assignment may not be
made without  Seller's prior written  consent,  which shall not be  unreasonably
withheld.  Any such assignment is conditional upon such assignee  agreeing to be
bound by all consents  and  approvals  theretofore  given or deemed to have been
given  by  Purchaser,  and such  assignment  or  nomination  shall  not  relieve
Purchaser of its obligations hereunder.]

     15. Miscellaneous Provisions.

          15.1  Successors and Assigns.  Subject to the provisions  hereof,  the
terms and  provisions  hereof  shall be binding upon and inure to the benefit of
the successors and assigns of the parties hereto.

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          15.2 Entire Agreement.  This Agreement is the entire agreement between
the parties hereto with respect to the subject matter hereof, and supersedes all
prior agreements  between the parties hereto with respect  thereto.  No claim of
waiver,  modification,  consent  or  acquiescence  with  respect  to  any of the
provisions of this Agreement  shall be made against either party,  except on the
basis of a written instrument executed by or on behalf of such party.

          15.3  Governing Law. This Agreement is to be governed by and construed
in accordance with the laws of the State of California.

          15.4  Paragraph  Headinqs;  References.  The  headings  of the several
paragraphs of this  Agreement are inserted  solely for  convenience of reference
and  are  not a part of and are not  intended  to  govern,  limit  or aid in the
construction of any term or provision hereof.  References in this Agreement to a
numbered  paragraph  are to the  paragraphs  of this  Agreement,  and the  terms
"herein," "hereof" and like terms are references to the Agreement as a whole.

          15.5  Attorneys'  Fees.  If either  Seller or  Purchaser  obtain legal
counsel  or bring an action  against  the  other by reason of the  breach of any
covenant,  provision  or  condition  hereof,  or  otherwise  arising out of this
Agreement,  the unsuccessful  party shall pay to the prevailing party reasonable
attorneys'  fees, which shall be payable whether or not any action is prosecuted
to judgment.  The term "prevailing party" shall include,  without limitation,  a
party who obtains legal counsel or brings an action  against the other by reason
of the other's  breach or default and obtains  substantially  the relief sought,
whether by compromise, settlement or judgment.

          15.6 Notices. All notices, requests and other communications hereunder
shall be in writing and shall be personally delivered,  or deposited in the U.S.
Mail, first class postage prepaid and addressed, to the following addresses:

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

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first hereinabove written.

     Seller:                United Grocers, Inc.,
                                an Oregon corporation

                            By: /s/ George P. Fleming
                            Name:
                            Title:  Asst. Secty

     Purchaser:             C&K Market, Inc.,
                                an Oregon Corporation

                            By:  /s/ Douglas A. Nidiffer
                            Name:  Douglas A. Nidiffer
                            Title:  President

AGREED AND ACCEPTED:

     Escrow Agent:          First American Title Insurance
                                 Company of Oregon


                            By: ------------------------------
                            Name: ----------------------------
                            Title: ---------------------------


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                                 EXHIBIT INDEX

Exhibit A
Real Property Description

Exhibit B
Personal Property Inventory

Exhibit C
Allocation of Purchase Price

Exhibit D
Escrow Agent's Standard Escrow Agreement

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