EX-10.H2
                               SUBLEASE AGREEMENT
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         THIS SUBLEASE AGREEMENT entered into this ------ day of October,  1990,
by  and  between  UNITED  GROCERS,  INC.,  an  Oregon  corporation,  hereinafter
designated as Sublessor,  and WRIGHT'S  FOODLINER,  INC., an Oregon corporation,
hereinafter designated as Sublessee;

RECITALS:
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         A.  Sublessor  has entered into a Lease for a 10-year  term  commencing
February 1, 1988, with Commercial Development Co., an Oregon corporation,  for a
supermarket  located at 1405 Pacific Highway,  Cottage Grove,  Oregon, a copy of
which is marked Exhibit "A" attached  hereto and by this reference  incorporated
herein, as fully as if its terms and conditions were herein set forth.

         B.  Sublessee  has been and desires to continue to sublet the  premises
for a period of 10 years,  which  commenced on the date set forth in paragraph 2
of Exhibit "A", and  Sublessor  has been and is willing to continue to so sublet
in accordance with the terms and conditions hereinafter set forth;

         NOW, THEREFORE, IT IS HEREBY AGREED as follows:

         1. Sublease Terms and Options.  Sublessor hereby sublets unto Sublessee
those premises described in Exhibit "A", for the 10 year term described therein.

              1.1  So long as it is not in default  hereunder, the Sublessee may
exercise the renewal options contained in Exhibit "A"

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as set forth in paragraphs 3 and 7 of said Exhibit.

         2. Rental.  Sublessee covenants and agrees to pay for the whole of said
term the same rental, together with all affirmative covenants including, without
limitation,  those pertaining to basic rent,  percentage of gross sales,  taxes,
assessments,  insurance and all of the covenants and obligations to be performed
by  Sublessee,  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. Deposits.  Sublessee shall, upon execution  hereof,  pay any and all
rentals, or security deposits,  as required pursuant to the terms and conditions
of said Exhibit "A".

         4. Indemnity and Hold Harmless.   Sublessee  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  Sublessee's  occupancy  of the
premises.  Furthermore,  Sublessee  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  Sublessee's  use of
the demised premises.

         5.  Default.  The  following  shall  constitute  a default  under  this
Sublease.

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              5.1 Any  failure by Sublessee  to pay the rent when due or to pay
any other  amount  due under the Lease or to  perform  any other  obligation  of
Sublessor  under the Lease when due which would  constitute a default  under the
Lease and which  continues for the cure period  provided with respect thereto in
the Lease;

              5.2 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;

              5.3 If  Sublessee  makes  an  assignment  for the  benefit  of its
creditors,  or Sublessee 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  Sublessee  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.

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

              6.1 Sublessor  may  exercise  any and  all  rights  and   remedies
afforded to the prime lessor upon default under the lease, and any and all other
rights and  remedies  Sublessor  may have  pursuant  to the laws of the State of
Oregon.

              6.2 If a default  occurs,  this  Sublease may be terminated at the
option of the Sublessor by written  notice to the  Sublessee.  The notice may be
given before, after, or within the grace period for a default.

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              6.3 If the  Sublease is  terminated  for any  reason,  Sublessee's
liability to Sublessor for damages shall survive such termination, and Sublessor
may  re-enter,  take  possession  of the  premises,  and remove  any  persons or
property by legal action or by self-help with the use of reasonable force.

              6.4 Following re-entry or abandonment, Sublessor may:

                   (a) make any suitable  alterations or refurbish the premises,
or both, or change the character or use of the premises, but Sublessor shall not
be required to relet for any use or purpose  (other than that  specified  in the
prime  Lease)  which the  Sublessor  may  reasonably  consider  injurious to the
premises,   or  to  any  tenant  which   Sublessor   may   reasonably   consider
objectionable;

                   (b)  relet  all  or  part  of  the  premises,   alone  or  in
conjunction with other properties,  or a term longer or shorter than the term of
this Sublease, upon any reasonable terms and conditions,  including the granting
of some rent-free occupancy or other rent concession.

              6.5 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 from the time of such payment until repaid.

              6.6 No expiration or termination of this Sublease, repossession of
the premises or any part thereof, or resubletting

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of the  premises  or any part  thereof,  whether  pursuant  to the terms of this
Sublease or any  operation of law or otherwise,  shall relieve  Sublessee of its
liabilities and obligations under this Sublease, all of which shall survive such
expiration, termination, repossession or resubletting.

         7. Damages.  Whether  or not an  election  is  made  to  terminate  the
Sublease,  Sublessor  shall be entitled to recover  immediately  without waiting
until the due date of any future rent, or until the date is fixed for expiration
of the Sublease term, the same amount of damages as set forth in the prime Lease
as though the Sublessor  were the prime lessor and the Sublessee  were the prime
lessee.

         8. 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 to the
receipt  of rent or  otherwise,  unless  expressed  in  writing  and  signed  by
Sublessor.

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         9. Assignment and  Subletting.  Sublessee  acknowledges  that except as
provided  herein,  the  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  will not be unreasonable  withheld.  A
direct or indirect transfer of ownership and control of a majority of the voting
stock of  Sublessee,  by whatever  means,  shall be deemed an assignment of this
Sublease for the purpose of this paragraph.

         10. Covenants, Representations and Warranties.

              10.1 Sublessee  agrees that as  long as this  Sublease  remains in
effect, should Sublessee ever desire to sell the store operated on the premises,
it shall give  Sublessor the first  opportunity to purchase the same at its fair
market value;  provided,  however,  if Sublessor  does not elect to purchase the
store for its fair market value as agreeable to Sublessee within sixty (60) days
after receipt of written  notice of  Sublessee's  intent to sell,  Sublessee may
thereafter  sell the store to  anyone  upon such  terms  and  conditions  as are
acceptable to Sublessee.  The foregoing  provisions do not apply to transfers of
assets or interests by sale, gift or as a result of death to the lawful issue of
the owners of Sublessee 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 and such transferee  agrees
that it

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holds such assets or controlling  interest subject to the restrictions  named in
this section.

              10.2  Sublessee  agrees that  throughout the term of this Sublease
and any  extensions or renewals  thereof,  except as  hereinafter  provided,  to
purchase  from  Sublessor not less than 25% 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
Sublessee,  and Sublessor  will supply all of Sublessee's  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  Sublessee  in Lane  County,  Oregon.  If,  at any  time,  Sublessee
contends that  Sublessor is not able to supply  particular  goods or merchandise
customarily stocked by retail supermarkets in Lane County, Oregon, or that terms
offered by Sublessor are not reasonably comparable to those offered by Sublessor
to other such  purchasers,  the Sublessee shall so advise  Sublessor in writing,
specifying  such  contention  with  particularity.  If, within 30 days after the
receipt of such notice,  Sublessor does not offer to supply goods or merchandise
so specified or does not advise Sublessee that the terms and conditions  offered
are reasonably  comparable to those offered to such other purchasers,  Sublessee
shall be free to secure  such  specified  goods and  merchandise  from any other
source which it desires. If Sublessor asserts that it is offering reasonably

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comparable  terms and prices and Sublessee  nonetheless  purchases  from another
source, such purchase shall be a default under this Section.

              10.3 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.

              10.4  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.

         11.  Attorney's  Fees. In the event of the  institution  of any suit or
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action to terminate this Sublease, or to enforce the terms or provisions hereto,
the prevailing party shall recover and the losing party hereby agrees to pay, in
addition  to  the  costs  and  disbursements  provided  by  statute,  reasonable
attorney's fees in such proceedings or on any appeal from any judgment or decree
entered herein.

         12.  Notices.  Any notice or demand  required or  permitted to be given
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under this Sublease  shall be deemed to have been properly  given when, and only
when,  the same is in writing and either  personally  delivered or by mail if it
has been deposited

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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 notice as above provided.

         IN WITNESS  WHEREOF,  the parties have executed the foregoing  Sublease
Agreement the day and year first above written,  but retroactively  effective as
of February 1, 1989.

         SUBLESSOR:                United Grocers, Inc.
                                   an Oregon corporation

                                   By [illegible]
                                      ----------------------------------

                                   6433 S.E. Lake Road
                                   P. 0. Box 22187
                                   Portland OR  97222

         SUBLESSEE:                Wright's Foodliner, Inc.
                                   an Oregon corporation

                                   By /s/ Richard L. Wright, President
                                      --------------------------------
                                   Richard L. Wright, President
                                   4223 Main Street
                                   Springfield, OR  97477

The undersigned, who together own all of the issued and outstanding common stock
of the  Sublessee,  guarantee  performance of all provisions of this Sublease by
the Sublessee.



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/s/ Richard L. Wright,                       /s/ Marsha A. Wright, individually
individually, Grantor                        Grantor

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