LOAN AGREEMENT

     THIS  AGREEMENT,  made and entered  into this       day of                ,
                                                   -----         --------------
1996, by and between UNITED RESOURCES, INC., an Oregon corporation,  hereinafter
called  "Lender";  and                         ,  doing  business  as  Thriftway
                        -----------------------
Division, 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                                 for the purpose of financing the purchase
       ------------------------------
of merchandise  inventory,  fixtures,  trade fixtures,  and equipment located at
                   , Portland, Multnomah 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                                 as evidenced by
                                 -------------------------------
Promissory Notes in the form of Exhibits A and B attached hereto.
                                ----------------

     Further,  Borrower shall execute a furniture,  fixture, and equipment lease
in the amount of                        , with Lender, simultaneously with these
                 -----------------------
documents.

     2.  Repayment.  Said loans are repayable in  accordance  with the terms and
         ---------
conditions of the Notes 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  C
                                                                      ----------
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
                         ,  Portland,  Multnomah  County,  Oregon,  or  used  in
-------------------------
connection with the business there located.

          (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 life policy(s) on
the lives of                                       for the  total  amount of the
              -----------------------------------
loan and equipment lease,                        .
                          -----------------------
<PAGE>

          (c)  Inventory  at                             ,  Portland,  Multnomah
                              ---------------------------
County,  Oregon,  shall be  maintained  at all times at a level of not less than
$625,000.00 cost to Borrower.

          (d) Guaranty, guaranteed by                                           
                                      -----------------------------------------
and               , which is attached hereto,  marked as Exhibit E, 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                     ,  Portland,  Multnomah  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 Notes
and   equipment   lease   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                  , Portland, Multnomah
                                          -----------------
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(s)  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 D attached hereto.
        ---------

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

     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.

LOAN AGREEMENT - 2
<PAGE>

     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                        .  See
                                                    ----------------------
default provision in paragraph 10(g).

          (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
                                     , Portland, Multnomah County, Oregon, 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
         -----------
$11,200.00,  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

          (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

LOAN AGREEMENT - 3
<PAGE>

          (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;

          (g) In the event the financial statement as hereinafter defined is not
received,  a penalty  will be assessed by  increasing  the  interest  rate being
charged  under this note by an  additional  4.0 percent  APR.  Such penalty will
continue to be assessed until the financial statements are received as required.

     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 - 4
<PAGE>


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

            BORROWERS:         
                          --------------
                          ---------------------------
                          
   
                          By
                            --------------------------------------
   
                          By
                            --------------------------------------
   
            LENDER:       UNITED RESOURCES, INC.
   
   
                          By
                            --------------------------------------
      
LOAN AGREEMENT - 5
<PAGE>
      
      
                            EXHIBITS TO THE LOAN AGREEMENT
      
                  Exhibit A:     Promissory Note - $250,000.00
                  Exhibit B:     Promissory Note - $400,000.00
                  Exhibit C:     Security Agreement
                  Exhibit D:     UCC Financing Statement
                  Exhibit E:     Guaranty
      
LOAN AGREEMENT - 6