SUBLEASE AGREEMENT
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     THIS SUBLEASE  AGREEMENT  entered into this 27 th day of October,  1997, by
and between UNITED GROCERS, INC., an Oregon corporation,  hereinafter designated
as Sublessor,  and Wright's Foodliner,  Inc. , hereinafter jointly and severally
designated as Sublessee;

                               W I T N E S S E T H
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     WHEREAS,  the  Sublessor has entered into a Lease dated July 15 , 1987----,
with D.M.  Stevenson Ranch , for a supermarket  located in Eugene , Oregon (more
particularly described in exhibit "A" attached to said lease), commencing on the
date  set  forth  in the  attached  Exhibit  "A,"  a copy  of  which  is  hereby
incorporated  by reference,  as fully as if its terms and conditions were herein
set forth.

     WHEREAS,  Sublessees  desire to sublet  said  premises  for a period not to
exceed 20 years,  commencing on date set forth in paragraphs 8 and 10 of Exhibit
"A," and  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) Sublessor  hereby sublets unto Sublessees  those premises  described in
said Exhibit "A," for the term of 20 years.

          1.1 The Sublessees,  so long as they are not in default  hereunder and
further  provided  that no event or condition  exists that,  with the passage of
time or giving of notice would constitute default, shall be granted the right to
exercise the renewal options contained in Exhibit "A," as set forth in paragraph
5 of said  Exhibit.

     (2)  Sublessees  covenant  and  agree to pay for the whole of said term the
rental hereinafter provided,  together with all affirmative covenants including,
without limitation, those pertaining to minimum rent, Common Area Charges (CAM),
percentage  of  gross  sales,  taxes,  assessments,  insurance  and  all  of the
covenants  and  obligations  to be  performed  by  Lessee,  as set forth in said
Exhibit "A," and to make such payments and provide such  performance when due by
the terms of the lease and amendments thereto.

     (3)  Sublessees  shall,  upon execution  hereof,  pay any and all rental or
security  deposits and all other sums except minimum rent, as required  pursuant
to the  terms  and  conditions  of said  Exhibits  "A",  and  shall  pay rent to
Sublessor,  in accordance with the "Sublease Rent Schedule" attached hereto. All
such rental payments to Sublessor  shall be made without  offset,  adjustment or
deduction of any kind.

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     (4)  Sublessees  shall  be  bound  by the  same  responsibilities,  rights,
privileges  and duties as Sublessor,  as enumerated in Exhibit "A" and covenants
and  agrees to fully  indemnify  and hold  Sublessor  harmless  from any and all
responsibility  and/or  liability  which  Sublessor  may incur by virtue of said
Exhibit  "A,"  and/or  Sublessees'  occupancy  of  the  premises.   Furthermore,
Sublessees shall be bound by any subsequent amendment,  revision,  supplement or
addition to the prime lease between Sublessor and the prime Lessor,  and to keep
the Sublessor indemnified against all actions,  claims and demands whatsoever in
respect to said exhibit "A," and Sublessees use of the demised premises.

          4.1 Assignment and Subletting.  Sublessees acknowledge that provisions
for extension  options and assignment and subletting in the Lease are applicable
to the prime Lessor and Sublessor only. Sublessees will not assign this Sublease
or sublet the premises  without the prior written consent of Sublessor which may
be granted or withheld in its absolute discretion. A direct or indirect transfer
of  ownership  and  control of a majority  of the  voting  stock of a  corporate
Sublessees,  by whatever demands, shall be deemed an assignment of this Sublease
for the purposes of this  paragraph. 

               (a) In the event of an assignment, Tenant shall thereafter pay to
Landlord in connection with such assignment, fifty percent (50%) of all sums and
other  consideration  paid (or  payable) to and for the benefit of Tenant by the
Transferee  on  account  of the  assignment  as and when  such  sums  and  other
consideration are paid (or are payable) by the Transferee.

               (b) In the event the  transfer is by virtue of a sublease,  fifty
percent  (50%) of any rent or other  consideration  received  by Tenant,  either
initially  or over the term of the  sublease,  in excess of such rent called for
hereunder,  or in the case of a sublease of a portion of the Leased Premises, in
excess  of such  rent  fairly  allocable  to  such  portion,  after  appropriate
adjustments  to ensure that all other  payments  called for  hereunder are taken
into account, shall be paid by tenant to Landlord, promptly after its receipt by
Tenant.

          4.2 Covenants, Representations and Warranties.

               (a) Membership in United Grocers,  Inc. Upon execution and during
the term  hereof,  Sublessees  agree to maintain or cause to be  maintained  the
membership of the store in good standing in United  Grocers,  in accordance with
the Bylaws of United Grocers, as long as this Sublease remains in effect.

               (b) Purchases from  Sublessor.  Sublessees  agree that throughout
the term of the  Sublease  and any  extensions  or renewals  thereof,  except as
hereinafter  provided,  Sublessees  will purchase

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from  Sublessor not less than  fifty-eight  percent (58%) of its retail sales of
all goods and  merchandise  required  by it for  resale on the  premises  to the
extent that  Sublessor  shall now or  hereafter be able to supply such goods and
merchandise  to the  Sublessees,  and Sublessor  will supply all of  Sublessees'
requirements  at such prices and on such terms as are  reasonably  comparable to
those  offered by  Sublessor  to other  purchasers  from  Sublessor  carrying on
businesses similar to that of the Sublessees in the Eugene,  Oregon area. If, at
any time, the Sublessees contend that Sublessor is not able to supply particular
goods or merchandise  customarily  stocked by retail supermarkets in the Eugene,
Oregon area, or that terms offered by Sublessor are not reasonably comparable to
those offered by Sublessor to other  purchasers  described above, the Sublessees
shall  so  advise   Sublessor  in  writing,   specifying  such  contention  with
particularity.  If, within 30 days after receipt of such notice,  Sublessor does
not  offer to  supply  goods or  merchandise  so  specified  or does not  advise
Sublessees  that the terms and conditions  offered are reasonably  comparable to
those offered to such other purchasers,  Sublessees shall be free to secure such
specified goods and merchandise  from any source which it desires.  If Sublessor
demonstrates  that it is offering  reasonably  comparable  terms, and Sublessees
nonetheless  purchase from another source,  such purchase or purchases shall not
be an  exception  from  the  58%  requirement  specified  above.  If  the  above
percentage  requirements  are not complied  with, it shall  constitute a default
hereunder.  In the event of a breach of this  purchase  covenant,  Sublessor may
terminate  this  sublease and, in addition to the remedies  hereinafter  offered
Sublessor,  Sublessee agrees to pay Sublessor, as liquidated damages, and not as
a penalty or forfeiture, a sum computed as follows:

          1. The average weekly  purchases from the date of the agreement to the
     date of the breach shall be determined;

          2. the average weekly purchases so determined shall then be multiplied
     by the  number of weeks  from the date of the breach to the end of the term
     of the purchase agreement; and

          3. The computed sum shall be multiplied by two and one-quarter percent
     (2-1/4 %) to determine the  liquidated  damages due and owing  Sublessor by
     reason of Sublessee's  default.  Said sum shall become  immediately due and
     owing within 15 days from date of written notice of the liquidated damages.

               (c) Sublessees  covenant that as long as this Sublease remains in
effect,  and for an additional period of six (6) months  thereafter,  Sublessees
shall not  directly or  indirectly  sell or permit the sale of the store and the
owners of Sublessees shall not directly or indirectly sell controlling interests
in Sublessees (whether in one or a series of related transactions) without first
offering  to sell said  store or  controlling  interest,  as the case may be, to
Sublessor  upon the same terms and conditions as the Sublessees or their owners,
as the case may be, are prepared to

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accept from a third party. Prior to such sale by the Sublessees or their owners,
the Sublessees  shall first notify  Sublessor of the desire to sell the store or
controlling  interest in the  Sublessees  and of all the terms and conditions of
such sale and shall provide to Sublessor all documents, instruments, agreements,
offers, acceptances, appraisals, inventories, equipment lists, leases, financial
statements and such other  material and  information as Sublessor may reasonably
request to aid in its  decision  to exercise or decline its right to purchase as
hereinafter provided.  Within 30 days following receipt of such notice of desire
to sell and all materials  and  information  reasonably  requested by Sublessor,
Sublessor  shall  advise  Sublessees  whether  Sublessor  elects to  purchase or
declines to purchase  the store or such  controlling  interest  upon the offered
terms and  conditions.  If Sublessor  shall elect to purchase,  Sublessor  shall
purchase and the  Sublessees  or their owners  shall sell,  such retail  grocery
business or such controlling  interest, as the case may be, all on the terms set
forth in the offer. If Sublessor declines the purchase,  the Sublessees or their
owners shall be free to sell the store or controlling  interest, as the case may
be,  upon (and only  upon) the terms and  conditions  offered  as  aforesaid  to
Sublessor;  provided that such sale is consummated within 120 days following the
date  Sublessor  declined the purchase,  and if such sale is not  consummated in
accordance with the offered terms and conditions within said 120-day period, the
provisions of this  paragraph  shall apply again and no  subsequent  sale of any
portion of the offered  store or  controlling  interest may be effected  without
again offering the same to Sublessor as provided herein. Sublessor may waive its
rights  under this section  provided  such waiver is in writing.  The  foregoing
provisions  shall not apply to transfers of assets or interests by sale, gift or
as a result of death to the lawful issue of  Sublessees,  or transfers of assets
to a corporation  or  partnership  or transfers of a  controlling  interest to a
trust as long as such  corporation,  partnership  or trust is  controlled by the
transferor;  provided  such  transferee  agrees  that it holds  such  assets  or
controlling interest subject to the restrictions contained in this paragraph.

               (d)  Sublessees  represent and warrant that there are no brokers,
finders or other persons entitled to any fee,  commission or other  compensation
in connection with this Sublease,  and agree to hold Sublessor harmless from any
claims for such fees, commissions and/or compensation.

               (e) Sublessees hereby represent and warrant 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.

     (5) Security Agreement.

          5.1 Grant, Collateral and Obligations.  Sublessees and Sublessor agree
that this Sublease shall  constitute a security  agreement within the meaning of
the Oregon Uniform Commercial Code (hereinafter  referred to as the "Code") with
respect to:

               (a)  required   cash  deposits  (as  defined  in  the  Bylaws  of
Sublessor)  presently  or  hereafter  held by or  deposited  with  Sublessor  by
Sublessees;

               (b) any and all patronage  rebates and rebate notes  representing
patronage  rebates (as defined in the Bylaws of  Sublessor)  earned or hereafter
earned by reason of patronage of Sublessor by Sublessees;

               (c) subject to liens securing  purchase money financing  therefor
as  described  in  Exhibit  "X," all  trade,  store and other  fixtures  and all
leasehold  improvements  and  all  equipment  and  other  personal  property  of
Sublessees  used or useful in the  operation of the store in or on the premises,
whether now owned or  hereafter  acquired  including,  without  limitation,  the
property described in Exhibit "Y", attached hereto, if any; and

               (d) all replacements of  substitutions  for, and additions to the
foregoing,  and the  proceeds  thereof  (all of said  personal  property and the
replacements, substitutions and additions thereto and the proceeds thereof being
sometimes hereinafter collectively referred to as the "Collateral"),  and that a
security  interest in and to the  Collateral is hereby granted to the Sublessor,
and the Collateral and all of the Sublessees'  right, title and interest therein
are hereby  assigned to the Sublessor,  all to secure all presently  existing or
hereafter  incurred  direct,  indirect,  absolute  or  contingent  indebtedness,
liabilities  and other  obligations  of Sublessees to Sublessor  (referred to as
"the Obligations" herein) including, but not limited to, the payment of all rent
and other sums and the performance of all other  obligations of Sublessees under
this Sublease, all renewals and extensions thereof, the price of goods, services
and  merchandise  purchased by Sublessees  from Sublessor from time to time, and
all costs of collection,  legal expenses and attorneys' fees paid or incurred by
Sublessor in enforcing any rights in respect to the Obligations or in connection
with assembling, collecting, selling or otherwise dealing with or realizing upon
the Collateral.

          5.2 Security Agreement Warranties. In addition to and without limiting
the force or effect of any other  covenants,  representations  and warranties of
Sublessees contained in this Sublease, Sublessees hereby covenant, represent and
warrant to and with Sublessor as follows:

               (a) Sublessees are the owners of the Collateral free and clear of
liens, security interests and encumbrances of every kind and description, except
liens,  security interests and encumbrances  securing  indebtedness to Sublessor
and liens  described on Exhibit "X," hereto to which Secured Party has consented
("Permitted Liens").

               (b) Sublessees will not sell,  dispose of, encumber or permit any
other security interest,  lien or encumbrance to attach to the Collateral except
the security interest of Sublessor and the Permitted Liens.

               (c) All tangible Collateral shall be kept at Sublessees' place(s)
of business located on the premises, and Sublessees shall not permit the same to
be removed therefrom without the prior written consent of Sublessor.

               (d)  Sublessees  shall keep the tangible  Collateral at all times
insured  against risks of loss or damage by fire (including  so-called  extended
coverage),  theft and such other casualties as Sublessor may reasonably require,
all in such  amounts,  under such forms of policies,  upon such terms,  for such
periods and written by such companies or  underwriters as Sublessor may approve.
All such policies of insurance shall name Sublessor as loss payee thereon as its
interest may appear and shall provide for at least 30 days' prior written notice
of modification or cancellation to Sublessor. Sublessees shall furnish Sublessor
with certificates of such insurance or other evidence  satisfactory to Sublessor
as to compliance  with the  provisions of this  paragraph.  Sublessor may act as
attorney-in-fact  for Sublessees in making,  adjusting and settling claims under
and canceling such insurance and endorsing  Sublessees' name on any drafts drawn
by insurers of the Collateral.

               (e) Sublessees will keep the Collateral in good order and repair,
shall not waste or destroy the Collateral or any part thereof, and shall not use
the  Collateral  in violation  of any statute,  ordinance or policy of insurance
thereon. Sublessor may examine and inspect the Collateral at any reasonable time
or times, wherever located.

               (f)  Sublessees   will  pay  promptly  when  due  all  taxes  and
assessments  upon  the  Collateral  or for its  use or  operation  or upon  this
Sublease or upon any instruments evidencing the Obligations.

               (g)  Sublessees  will  pay  promptly  when  due all  indebtedness
secured  by any lien or  other  security  interest  in the  Collateral,  whether
superior or junior to the security interest established hereby.

          5.3 Additional  Remedies.  Upon any default  hereunder and at any time
thereafter  (such default not having  previously  been cured),  Sublessor at its
option may declare all  Obligations  immediately  due and payable and shall have
the remedies of a secured party under the Uniform Commercial Code of Oregon (the
"Code"),  including without limitation the right to take immediate and exclusive
possession of the Collateral.

          5.4  Financing  Statements.  Sublessees  will at  their  own  cost and
expense,  upon demand,  furnish to Sublessor such financing statements and other
documents in form satisfactory to Sublessor and will do all such acts and things
as Sublessor may at any time or from time to time request or as may be necessary
or  appropriate to establish and maintain a perfected  security  interest in the
Collateral.

          5.5  Attorneys'  Fees. In the event of the  institution of any suit or
action to terminate this Sublease, or to enforce the terms or provisions hereto,
Sublessees  shall  and do  hereby  agree to pay,  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.

     (6) Default. The following shall constitute a default under this Sublease:

          6.1 Any  failure by  Sublessees  to pay,  when due,  rent or any other
amount due under the Lease or to perform any other obligation of Sublessor under
the  Lease or any  other  default  under the  Lease  which  continues  for up to
one-half  of the cure  period as  defined in the lease,  provided  with  respect
thereto in the Lease;

          6.2 Any failure by Sublessees to pay when due rent or any other amount
due  under  this  Sublease  or to  perform  when  due any  other  obligation  of
Sublessees hereunder;

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

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

          6.5 If Sublessees vacate or abandon the premises or allow the premises
to remain vacant or unoccupied;

          6.6 If Sublessees make an assignment for the benefit of creditors,  or
if, with or without Sublessees' acquiescence,  a petition in bankruptcy is filed
against Sublessees,  or Sublessees are adjudicated a bankrupt or insolvent, or a
trustee,  receiver or  liquidator  is appointed  for all or part of  Sublessees'
assets,  or a petition  or answer is filed by or against  Sublessees  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

          6.7 If Sublessees sell or otherwise  dispose of all or any substantial
portion of the assets of  Sublessees  located at or  associated  with the store,
other than inventory sold at retail in the ordinary course of business.

     (7) Remedies. In the event of any default under this Sublease:

          7.1  Sublessor  shall have the right,  at its election  then or at any
time  thereafter,  upon notice to  Sublessees,  to terminate this Sublease or to
terminate  Sublessees' rights of possession in the premises without  terminating
this Sublease;

          7.2  Sublessor  shall  have the  immediate  right,  whether or not the
Sublease shall have been  terminated  pursuant to paragraph 7.1, to re-enter and
repossess  the  premises  or any part  thereof  by force,  summary  proceedings,
ejectment or any other legal or equitable process,  all without any liability on
Sublessor's part for such entry, repossession or removal;

          7.3 Sublessor may (but shall be under no  obligation  to),  whether or
not this Sublease shall have been terminated pursuant to paragraph 7.1, resublet
the  premises,  or any part  thereof,  in the name of  Sublessees,  Sublessor or
otherwise,  without  notice to  Sublessees,  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);

          7.4 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
Sublessees  hereunder,  and any payments so made shall bear interest at the rate
of 12 percent per annum from the time of such payment until repaid; and

          7.5  Sublessor  may  exercise  any and all other  rights and  remedies
afforded to the prime Lessor upon default  under the Lease and any and all other
rights and remedies Sublessor may have as provided herein,  pursuant to the laws
of the State of Oregon-------. In addition to the other remedies provided above,
Sublessor  shall be entitled to current damages and final damages as provided in
paragraph  (8) below,  and,  to the  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.

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

     (8) Damages.

          8.1 Current Damages.  In the event of any expiration or termination of
this Sublease or  repossession  of the premises or any part thereof by reason of
the occurrence of an event of default, Sublessees will pay to Sublessor the rent
and other sums required to be paid by Sublessees for the period to and including
the date of such expiration, termination or repossession; and, thereafter, until
the end of what  would  have been the term in the  absence  of such  expiration,
termination or repossession, and whether or not the premises or any part thereof
shall have been resublet, Sublessees shall be liable to Sublessor for, and shall
pay to Sublessor,  as liquidated and agreed  current  damages the rent and other
sums which would be payable  under this Sublease by Sublessees in the absence of
such expiration,  termination or repossession, less the net proceeds, if any, of
any  resubletting  effected for the account of Sublessees,  after deducting from
such proceeds all of Sublessor's expenses reasonably incurred in connection with
such  resubletting  (including,  without  limitation,  all  repossession  costs,
brokerage  commissions,  legal expenses,  attorney's  fees,  employee  expenses,
alteration costs and expenses of preparation for such resubletting).  Sublessees
will pay such current  damages on the days on which rent would have been payable
under  this  Sublease  in  the  absence  of  such  expiration,   termination  or
repossession,  and  Sublessor  shall  be  entitled  to  recover  the  same  from
Sublessees on each such day.

          8.2  Final  Damages.   At  any  time  after  any  such  expiration  or
termination of this Sublease or repossession of the premises or any part thereof
by reason of the  occurrence  of an event of default,  whether or not  Sublessor
shall have collected any current  damages  pursuant to paragraph 8.1,  Sublessor
shall be  entitled  to  recover  from  Sublessees,  and  Sublessees  will pay to
Sublessor  on  demand,  as and for  liquidated  and  agreed  final  damages  for
Sublessees'  default and in lieu of all current  damages beyond the date of such
demand (it being agreed that it would be impracticable or extremely difficult to
fix the actual damages),  an amount equal to the excess, if any, of (a) the rent
and other sums which would be payable  under this Sublease from the date of such
demand (or, if it be earlier,  the date to which Sublessees shall have satisfied
in full their  obligations  under paragraph 8.1 to pay current damages) for what
would be the then unexpired term in the absence of such expiration,  termination
or  repossession,  discounted  to present  value at an assumed  interest rate of
seven percent (7%) per annum, over (b) the then net rental value of the premises
discounted  to present  value at an assumed  interest rate of seven percent (7%)
per annum for the same period. Rental value shall be established by reference to
the terms and  conditions  upon which  Sublessor  resublets the premises if such
resubletting  is  accomplished  within a  reasonable  period of time  after such
expiration,  termination or repossession, and otherwise established on the basis
of Sublessor's  estimates and  assumptions  of fact  regarding  market and other
relevant circumstances,  which shall govern unless shown to be erroneous. If any
statute or rule of law shall validly limit the amount of such  liquidated  final
damages to less than the amount above agreed upon,  Sublessor  shall be entitled
to the maximum amount allowable under such statute or rule of law.

          (9) 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,  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 in the
receipt  of rent or  otherwise,  unless  expressed  in  writing  and  signed  by
Sublessor.

          (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)Right of Refusal:  If,  during the term of this  sublease,  or any
extension  hereof,  Sublessee or any successor to Sublessee shall receive a bona
fide offer to purchase the business being  operated under this sublease,  i. e.,
goodwill,  fixtures and/or  equipment and inventory or the property of which the
premises are a part,  which offer is acceptable to  Sublessee,  Sublessor  shall
have the right to purchase the business  (or the  property)  upon the same terms
and conditions.  Sublessee agrees to immediately, upon receipt of such offer, to
give  Sublessor  written  notice of the terms and  conditions  thereof,  and the
Sublessor  shall have the  right,  for  thirty  (30) days after  receipt of such
notice,  to  exercise  its  option to  purchase  under the  identical  terms and
conditions of such offer.  Sublessor's  exercise of its option shall be given in
writing, within said thirty-day period.

          (12)Additional Provisions.

     12.1

     12.2

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

SUBLESSOR:
         United Grocers, Inc., an Oregon Corporation   SUBLESSEES
         an Oregon Corporation
         6433 SE Lake Road                             -------------------------
         Portland, Oregon  97222

     By: ------------------------              ---------------------------


SUBLESSEE:
         Wright's Foodliner, Inc.
         an Oregon Corporation
         1156 Hwy 99 North                              ------------------------
         Eugene, Oregon  97402

     By: ------------------------              ---------------------------
                                       11