LOAN AGREEMENT FOR SUBSEQUENT NOTES


         THIS  AGREEMENT, made and  entered  into this       day of     , 1996,
                                                       -----        ----
by and between  UNITED RESOURCES,  INC.,  an Oregon  corporation,  hereinafter  
called "Lender";  and           ,           , and           ,  INC.,  doing  
                      ----------  ----------     ----------
business as           ,  jointly  and  severally hereinafter called "Borrower."
            ---------- 

                              W I T N E S S E T H :

         WHEREAS,  the Borrower has made application to the Lender for a loan in
the sum of            AND NO/100  DOLLARS ($   .00) for the purpose of financing
           ----------                       ---
the purchase of  merchandise  inventory,  fixtures,  trade  fixtures,  and 
equipment located at           ,           ,            County, Oregon.
                     ----------  ----------  ----------

         NOW, THEREFORE, it is mutually agreed as follows:

         1. Loan.  Subject to the terms and conditions  stated, the Lender shall
            ----
loan to the Borrower the total sum of            AND NO/100 DOLLARS ($   .00) as
                                      ----------                      ---
evidenced by an Installment Note in the form of Exhibit A attached hereto.
                                                ---------

         2. Repayment.  The  Loan  shall  bear  interest  and is  repayable  in
            ---------
accordance  with the terms and conditions of the Note as the same may be revised
or modified from time to time by Lender in its sole discretion.

         The Lender is expressly  granted the right to call said Note,  in whole
or in part, upon 180 days' written notice to the Borrower.

         The monthly installment payments shall first be applied to the interest
accrued on the full amount of the  indebtedness  and secondly upon the principal
balance owing.

         3. Security. Payment of the Note shall be secured as follows:
            --------
                  
                (a) A Security  Agreement in substantially the form of Exhibit B
                                                                       ---------
attached  hereto,  from the Borrower to the Lender,  covering all of the present
and  hereafter  acquired  merchandise  inventory,   fixtures,   trade  fixtures,
equipment, and proceeds therefrom of Borrower, located without limitation at
          ,        ,          County, Oregon or used in connection  with the 
----------  -------  --------
business there located.  Said  indebtedness  is further  secured by the existing
Security Agreements dated           ,        .
                          ----------  -------

                (b) The  Borrower  shall  obtain and  maintain in full force and
effect for the length of the loan an irrevocable collateral assignment to United
Grocers,  Inc. and/or its subsidiaries  and/or its assignees on a life policy on
the life of            for the total  amount of the loan, $        .00.
            ----------                                     --------

LOAN AGREEMENT FOR SUBSEQUENT NOTE - 1
<PAGE>

                (c) Inventory at          ,         ,          County,  Oregon,
                                 ----------  --------  --------

shall be maintained at all times at a level of not less than $          .00 cost
                                                              ----------
to Borrower.

                (d) Guaranty, guaranteed by:

                    ------------------------
                    ------------------------
                    ------------------------
                    ------------------------
which  is  attached  hereto,   marked  as  Exhibit  D,  and  by  this  reference
                                           ----------
incorporated herein.

                (e) Mortgage Agreement,  Exhibit E, from                  and
                                         ---------       ----------------

           to United  Resources,  Inc.  covering the real property located at
----------
           County,  Oregon. Said Exhibit E is attached hereto and by this 
----------
reference incorporated herein.

         4. Use of Proceeds. The net proceeds of all sums loaned hereunder shall
            ---------------
be used by the  Borrower to finance the  purchase  of  merchandise  inventory,
trade  fixtures,  fixtures and equipment for that certain  supermarket  business
operated  by the  Borrower  located  at                               County,
                                        ----------, --------, -------
Oregon.

         5. Conditions Precedent.  The Lender shall not be obligated to lend any
            --------------------
monies hereunder until it shall have received the following:

                (a) The Borrower  shall have tendered  delivery to Lender of the
Note   described  in  Paragraph  1,  duly  executed  by 
                    .                                    ----------, -----------
--------------------

                (b) The  Borrower  shall  have  given to the  Lender a  Security
Agreement,  as described in Paragraph  3(a),  covering all present and hereafter
acquired  merchandise  inventory,  trade  fixtures,  fixtures,   equipment,  and
proceeds therefrom, located without limitation at                               
                                                 ----------, --------, --------
County, Oregon or used in connection with the business there located.

                (c) The  Borrower  shall have  tendered  delivery  to the Lender
within 30 days of the date of this  Agreement a certificate of life insurance to
equal the amount of the loan, as described in Paragraph 3(b).

                (d) The  Borrower  shall  have  duly  executed  and given to the
Lender an Oregon Uniform Commercial Code standard form Financing  Statement (UCC
1) in the form of Exhibit C attached hereto.
                  ---------

                (e)  Guaranty  in the  form of  Exhibit  D,  which  is  attached
                                                ---------- 
hereto and by this reference incorporated herein.

LOAN AGREEMENT FOR SUBSEQUENT NOTE - 2
<PAGE>

                (f) The  Borrower  shall have duly  executed and given to
the Lender Mortgage Agreement in the form of Exhibit E as described in paragraph
                                             ---------
3(f) above.

         6. Warranties. The Borrower represents and warrants as follows:
            ----------

                (a)  All  statements  contained  in  the  loan  application  and
exhibits  attached thereto  heretofore  submitted to the Lender are true, fairly
and accurately represent the financial condition of the Borrower.

                (b) There are no actions,  suits, or proceedings  pending or, as
far as the Borrower is advised, threatened against or affecting the Borrower, or
either of them, before any court or administrative officer or agency which might
result in any material adverse change in the business or property of Borrower or
in the properties herein described as being owned by the Borrower.

         7.  Covenants.  So long as any part of the  Note  remains  unpaid,  the
             ---------
Borrower covenants as follows:

                (a) The Borrower will not assign,  mortgage,  or pledge any part
of the  assets  of  Borrower  or  incur  any  further  indebtedness  except  for
short-term credit for the purchase of goods and services on open account.

                (b) The Borrower  shall  furnish to Lender  quarterly  financial
statements  consisting of a balance  sheet and an operating  statement in a form
and by an accountant satisfactory to the Lender on               (corp name).
                                                   -------------

                (c) The Lender, acting through its officers,  agents, attorneys,
and accountants,  including an independent  certified public accountant hired by
it, shall have the right to examine the books of the Borrower at all  reasonable
times.

         8. Insurance. The Borrower shall maintain standard form fire, extended
            ---------
coverage,  vandalism and malicious mischief insurance,  insuring the merchandise
inventory,  fixtures,  trade fixtures and equipment at            (name/dba ) to
                                                       ----------
 at least the actual cash value, with loss payable clauses in favor of the 
Lender and its assignees.

         9. Loan Costs. The Borrower agrees to pay a loan application fee of
            ----------
$          .00, together with any and all costs incident to filing Uniform  
 ----------
Commercial Code Financing Statements.

         10.  Events  of  Default.  Upon  occurrence  of any  of  the  following
              -------------------
specified events of default:

                (a) Any material representation or warranty made by the Borrower
herein,  or  pursuant  to, or in writing in  connection  with the making of this
Agreement,  or the loan  hereunder,  shall  prove  to have  been  untrue  in any
material respect when made; or

LOAN AGREEMENT FOR SUBSEQUENT NOTE - 3
<PAGE>

                (b) The Borrower  shall default in the due and punctual  payment
of either principal or interest on the Note; or

                (c) The Borrower shall default in due  performance or observance
of any term, covenant,  or agreement contained in Paragraphs 7, 8, and 9 of this
Agreement; or

                (d) The Borrower shall default in due  performance or observance
of any other agreement contained herein, and such default shall continue uncured
for a period of ten (10) days  after  written  notice to the  Borrower  from the
holder of the Note; or

                (e) Any  obligation  of the Borrower for the payment of borrowed
money  is not  paid  when  due,  whether  at any  expressed  due  date or at any
accelerated maturity; or

                (f) The Borrower  shall make any  assignment  for the benefit of
creditors,  or shall be adjudged bankrupt, or any proceedings shall be commenced
by the Borrower under any bankruptcy  reorganization,  arrangement,  insolvency,
readjustment  of debt or liquidation  law or statute of the federal or any state
government,  whether now or hereafter in effect, or any such proceeding shall be
instituted  against the Borrower and an order approving the petition is entered,
or such proceedings  shall remain  undismissed for a period of ten (10) days, or
the  Borrower  by any  action  shall  indicate  its  approval  or  consent to or
acquiescence  in any such  proceedings  or in the  appointment  of a trustee  or
receiver of the Borrower,  or of all or  substantially  all of the assets of the
Borrower,  or any such trustee or receiver  shall not be  discharged  within the
period of ninety (90) days after the appointment thereof;

         THEN,  and in any such event,  if any such default shall then continue,
the  Lender  may by  written  notice  to the  Borrower,  addressed  to it at its
principal  place of  business  or at such  other  address  as the  Borrower  may
hereafter designate to the Lender in writing, declare the principal and interest
accrued on the Note to be due and payable,  which  principal and interest  shall
thereupon forthwith be due and payable, without presentment, demand, protest, or
other notice of any kind, all of which are hereby expressly waived. The Borrower
agrees to pay  reasonable  attorneys'  fees  incurred in enforcing  the Lender's
rights and remedies  after  default  under this  Agreement,  including  any fees
incurred on appeal.

                11. Waiver. Neither the failure nor any delay on the part of the
                    ------
Lender to exercise any right,  power, or privilege  hereunder shall operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  right,
power,  or privilege  preclude  any other or further  exercise  thereof,  or the
exercise of any right, power or privilege.

                12.  Benefit.  This Agreement shall be binding upon and inure to
                     -------
the benefit of the Lender and its successors and assigns.

                13.  Construction.  This  agreement  shall  be  governed  by and
                     ------------
construed in accordance with the laws of the State of Oregon.

LOAN AGREEMENT FOR SUBSEQUENT NOTE - 4
<PAGE>

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


                  LENDER:          UNITED RESOURCES, INC.

                                   By
                                      -----------------------------------



                  BORROWERS:                                  , INC.:
                                   ---------------------------
                                   DBA                    
                                       -------------------
                                   By
                                      -----------------------------------

                                   By
                                      -----------------------------------


                                   INDIVIDUALLY:


                                   --------------------------------------


                                   --------------------------------------

LOAN AGREEMENT FOR SUBSEQUENT NOTE - 5
<PAGE>


                         EXHIBITS TO THE LOAN AGREEMENT

                           Exhibit A:  Installment Note
                           Exhibit B:  Security Agreement
                           Exhibit C:  Financing Statement
                           Exhibit D:           Guaranty
                                       --------
                           Exhibit E:  Mortgage Agreement