SUBLEASE AGREEMENT
                               ------------------

         THIS SUBLEASE  AGREEMENT  entered into this 28 day of August,  1991, by
and between UNITED GROCERS, INC., an Oregon corporation,  hereinafter designated
as Sublessor, and HOWARDS ON SCHOLLS, INC. and GAYLON BAESE, hereinafter jointly
and severally designated as Sublessee;

                               W I T N E S S E T H
                               -------------------

         WHEREAS,  the  Sublessor  has entered into a Lease dated Aug  28, 1991,
with  Landlord  for a  supermarket  located at 12220 S. W.  Scholls  Ferry Road,
Tigard,  Washington  County,  Oregon,  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,  Sublessee's desire to sublet said premises for a period of 13
years 5 months,  commencing on date set forth in Exhibit "A," "B," (Modification
of Lease) and "C"  (Rental  Amounts)  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," "B," and "C".

              1.1 The Sublessees,  so long as they are not in default hereunder,
shall be granted the right to exercise the renewal options  contained in Exhibit
"A," "B" and "C," as set  forth in of said  Exhibits,  upon the  condition  that
Sublessees  are  not in  default  and  provide  Sublessor  with  lease  guaranty
insurance for the renewal term as outlined in the Lease Modification  Agreement,
Exhibit "B" and further  provide that the  Sublessees  are not in default in any
other agreements with United Grocers, Inc. or any of its subsidiary companies.

         (2) Sublessees covenant and agree 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  Sublessees,  as set forth in said Exhibit "A," "B," and "C" and to make such
payments  and provide  such  performance  when due by the terms of the lease and
amendments thereto.  Notwithstanding the foregoing, Sublessee shall be obligated
to pay the real property taxes due November 15, 1991 and  thereafter  commencing
December 1, 1991 and each month thereafter,  pay to Sublessor an amount which is
equal to 1/12 of the estimated real property taxes as provided in page 4 of 8 of
the "Lease Assignment and Modification  Agreement."  The provision  contained in
the first  paragraph of page 5 of 8 of said "Lease  Assignment and  Modification
Agreement" is for the sole and exclusive benefit of Sublessor.

         (3) Sublessees shall, upon execution hereof, pay any and all rental, or
security  deposits,  as required  pursuant to the terms and  conditions  of said
Exhibits "A," "B," and "C".
<PAGE>

         (4)  Sublessees  shall be bound by the same  responsibilities,  rights,
privileges and duties as Sublessor,  as enumerated in Exhibit "A," "B," and "C",
which  rights are  retained  by  Sublessor,  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 with prior written notice to Lessee,  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.

         Notwithstanding  the foregoing,  if  Sublessee's  desire to transfer by
sale,  gift, or as a result of death,  its interest  herein to its lawful issue,
the  Sublessor  shall not  unreasonably  withhold  consent  to such a  transfer,
provided,  such  transferee  agrees that it holds such  interest  subject to the
restrictions and conditions contained in this sublease agreement.

         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  from  Sublessor not less than
fifty-three  percent  (53%) 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 Portland,  Oregon.  If, at any time, the  Sublessees  contend that
Sublessor  is not able to supply  particular  goods or  merchandise  customarily
stocked by retail  supermarkets  in Portland,  Oregon,  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

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<PAGE>

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 53% 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  one  and
     three-quarters percent (1-3/4%) 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 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

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<PAGE>

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 and
personal property leases 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,

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<PAGE>

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.  Notwithstanding the foregoing,  the reference to
Sublessors,   shall  also  refer  to  Sublessor's  lending  subsidiary,   United
Resources, Inc., as secured party.

              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 those described in Exhibit X.

                   (b) Sublessees will not sell,  dispose of, encumber or permit
any other  security  interest,  lien or  encumbrance to attach to the Collateral
without the prior written consent of United Grocers,  Inc.,  which consent shall
not be unreasonably  withheld 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  and/or  its
subsidiary  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

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<PAGE>

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, the nonprevailing  party shall and does 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  within  five (5) days after  written  notice,  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 material
(in  excess of  $5,000.00)  portion of the  assets of  Sublessees  located at or
associated with the store, other than inventory sold at retail in the

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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 3 percentage points over the then existing prime rate 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

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<PAGE>

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

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<PAGE>

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.

         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


                             By /s/ G.P. Fleming  Asst  Secty
                                G.P. Fleming, Assistant Secretary
                                6433 SE Lake Road
                                P. 0. Box 22187
                                Portland, Oregon 97222


         SUBLESSEES          HOWARDS ON SCHOLLS, INC, an Oregon corporation


                             By /s/ Gaylon G. Baese
                                        , President

                             By /s/ Gaylon G. Baese
                                        , Secretary


                             INDIVIDUALLY:

                                /s/ Gaylon Baese
                                Gaylon Baese

                                12220 S. W. Scholls Ferry Road
                                Tigard, OR 97223

                                       9
<PAGE>

                                                                       EXHIBIT I

                    FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT

         THIS SUBLEASE AGREEMENT entered into this 25TH day of JUNE 1991, by and
between United Resources, Inc., an Oregon corporation, hereinafter designated as
Sublessor, and Robert A. Lamb, Patsy B. Lamb, Gale L. Lasko and Sandra L. Lasko,
an Oregon  partnership,  DBA Wilsonville  Thriftway,  hereinafter  designated as
Sublessee;

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, Sublessor intends to enter into an Equipment Lease (as amended
from time to time, the "Prime  Lease"),  with Metlife Capital  Corporation  (the
"Prime Lessor") for equipment and "fixtures"  installed at a supermarket located
in Wilsonville, Oregon, commencing on the date set forth in the equipment lease,
in  substantially  the form which is attached  hereto as Exhibit A and is hereby
incorporated by reference

         WHEREAS,  Sublessee  desires to sublet  said  equipment  and  fixtures,
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. Term.  Sublessor  hereby  sublets  unto  Sublessee  the fixtures and
equipment  described  in  the  Prime  Lease  for a  term  of  thirty-six  months
commencing  July 1 1991 and ending June 1, 1994.  Sublessee  may, for so long as
Sublessee is not in default under the terms of this Sublease, cause Sublessor to
renew or  extend  the  Prime  Lease,  or  Sublessee  may  exercise  the right of
Sublessor to purchase equipment under the Prime Lease, by giving

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<PAGE>

Sublessor  15 days'  notice  prior to the date that such  renewal,  extension or
purchase must be exercised.

         2. Performance of Prime Lease Obligations. Sublessee shall make monthly
payments to Sublessor pursuant to the formula set forth on Exhibit A-1, which is
attached hereto and by this reference incorporated herein, as indicated therein.
Sublessee  covenants  and  agrees  to pay for the  whole  of said  term the same
rental,   except  as  modified  pursuant  to  Exhibit  A-1,  together  with  all
affirmative covenants pertaining to taxes, assessments, insurance and all of the
covenants and obligations to be performed by Sublessor and to make such payments
and provide  such  performance  when due by the terms of the Prime Lease and any
amendments thereto. Sublessor covenants and agrees to render all payments to the
Prime Lessor  under the Prime Lease in a timely  manner and to take no action to
cause a default  under the Prime  Lease.  In the event that  Sublessor  fails to
render any such payment when due, or if Sublessor  causes any default  under the
Prime Lease,  Sublessee shall have the right,  but not the  obligation,  to cure
such default and to set off any amounts  paid to cure such  default  against any
future obligation owed by Sublessee to Sublessor.

         3. Security  Deposits.  Sublessee shall, upon execution hereof, pay any
and all security  deposits,  as required pursuant to the terms and conditions of
the Prime Lease.

         4.  Default.  The  following  shall  constitute  a default  under  this
Sublease:

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<PAGE>

              a. Any  failure  by  Sublessee  to pay when due rent or any  other
amount due under the Prime Lease or to perform when due any other  obligation of
Sublessor under the Prime Lease or any other default under the Prime Lease which
continues for up to 75 percent of the cure period  provided with respect thereto
in the Prime Lease;  Sublessor  covenants  and agrees that upon receipt from the
Prime  Lessor of any notice of default or alleged  defaults to  promptly  supply
Sublessee with a copy of such notice;

              b. Any  failure  by  Sublessee  to pay when due rent or any  other
amount due under this  Sublease or, within 30 days of notice of a default in any
other  obligation  hereunder,  to  perform  when  due any  other  obligation  of
Sublessee hereunder;

              c. 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;

              d. Any default  under any  document  securing or  guarantying  the
obligations of Sublessee under this Sublease;

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

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<PAGE>

              f. If Sublessee  makes an assignment for the benefit of creditors,
or if, with or without  Sublessee's  acquiescence,  a petition in  bankruptcy is
filed against Sublessee, 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; and

              g.  If  Sublessee  sells  or  otherwise  disposes  of  all  or any
substantial portion of the assets of Sublessee located at or associated with the
store,  other than inventory  sold at retail in the ordinary  course of business
(i.e.,  at the full retail price  customarily  charged  therefor or at a reduced
price  pursuant to a retail sale in which the price  reduction and sale duration
are typical of sales of other retail grocery businesses similarly situated).

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

              a. Sublessor  shall have the right, at its election then or at any
time  thereafter,  upon notice to  Sublessee,  to terminate  this Sublease or to
terminate  Sublessee's rights of possession of the equipment without terminating
this Sublease;

              b. Sublessor  shall have the immediate  right,  whether or not the
Sublease  shall have been  terminated  pursuant to Section 5.a  to re-enter  and
repossess the equipment or any part

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<PAGE>

thereof by force,  summary  proceedings or any other legal or equitable process,
all without any liability on Sublessor's  part for such entry,  repossession  or
removal;

              c.  Sublessor  may,  whether or not this Sublease  shall have been
terminated pursuant to Section 5.a resublet the equipment,  or any part thereof,
in the name of Sublessee,  Sublessor or otherwise,  without notice to Sublessee,
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);
notwithstanding  the  foregoing,  Sublessor  shall be subject to such common law
duties of  mitigation  of  damages,  if any,  as are imposed by law on the Prime
Lessor;

              d. 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,  but not in excess of maximum legal rate, from the time of
such payment until repaid; and

              e.  Sublessor  may  exercise any and all other rights and remedies
afforded to the Lessor upon default  under the Prime Lease and any and all other
rights and  remedies  Sublessor  may have  pursuant  to the laws of the state of
Oregon. In addition to the other remedies provided above, Sublessor shall be, to
the

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<PAGE>

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.

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

         6. 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,  including  without  limitation the rights and remedies  provided in the
Prime  Lease,  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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<PAGE>

         7. Assignment and Subletting.  Sublessee  acknowledges  that 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  consent  shall not be  unreasonably  withheld,  provided  that
Sublessee  is not in default of this  Sublease or a material  provisions  of any
agreement with Sublessor.

         8. Covenants, Representations and Warranties.

              a.  Sublessee  agree to  maintain  or cause to be  maintained  the
membership of the store in good standing in  Sublessor,  in accordance  with the
Bylaws of Sublessor, as long as this Sublease remains in effect.

              b.  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.

              c. 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.

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<PAGE>

         9.  Attorneys'  Fees.  In the event of the  institution  of any suit or
action to  terminate  this  Sublease,  or to  interpret  or enforce the terms or
provisions hereto, the nonprevailing party shall and does hereby agree to pay to
the prevailing  party,  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.

         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.  Substitution  of Exhibit.  The parties  agree that at such time as
Sublessor and the Prime Lessor have executed an Equipment Lease in substantially
the form as is attached hereto as Exhibit A, such executed Equipment Lease shall
supersede  Exhibit A and shall  become a part of this  Sublease  as  Exhibit  A,
provided that such executed  Equipment Lease is in substantially the form as the
form  attached as Exhibit A upon  execution of this Sublease and does not in any
way materially vary from such form.

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<PAGE>

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


         SUBLESSOR        UNITED RESOURCES, INC., an Oregon Corporation

                          By /s/ G.P. Fleming President
                             Title

                             6433 SE Lake Road
                             P. 0. Box 22187
                             Portland, Oregon 97222



         SUBLESSEE                               an Oregon Partnership


                          by /s/ Robert A. Lamb
                             /s/ Patsy R. Lamb
                             /s/ Gale L. Lasko
                             /s/ Sandra L. Lasko


                          Individually

                             /s/ Robert A. Lamb
                             /s/ Patsy R. Lamb
                             /s/ Gale L. Lasko
                             /s/ Sandra L. Lasko

Page 9 - FIXTURE AND EQUIPMENT SUBLEASE AGREEMENT