INSTALLMENT NOTE
                                ----------------

$0,000.00                                             Date:       , 199
                                                           -------     --

THE  UNDERSIGNED  ("Borrowers"),  jointly and  severally,  promise to pay to the
order of United Resources,  Inc., an Oregon corporation ("Payee") at Post Office
Box 22187, Portland,  Oregon 97269-2187,  or, to its assigns (the "Bank"), or at
such other address as the Bank may specify to the Borrowers in writing,  the sum
of           /100  DOLLARS ($0,000.00),  payable in (  ) consecutive monthly
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installments of            /100 DOLLARS ($0,000.00),  the first payment to be
                ----------
made on          1, 199   , with subsequent payments to be made on the same day
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of each month thereafter until the final payment becomes due on       1,200  .
                                                                -----      --

The outstanding principal balance will bear interest at an initial fixed rate of
0.00 percent  APR.  The  interest  rate will be assessed at Prime Rate plus 0.00
percentage  points and will be  adjusted  every six months  using the Prime Rate
published by U. S. National Bank plus 0.00 percentage points. Any such change in
the interest rate will cause a change in the monthly  payment to ensure  payment
in full of the existing balance over the remaining amortization period. Interest
shall be payable monthly on the same day as the principal,  until the whole sum,
principal and interest, has been paid.

This Note may be prepaid in whole or in part at any time.  All such  prepayments
will be applied first to the payment of other  charges,  fees and expenses under
this  Note and any other  Related  Document,  as  defined  below,  second to the
payment of accrued interest,  and third to principal  installments due hereunder
in inverse order of maturity.

This Note is issued in connection with and is subject to the terms of a security
agreement between the Borrowers and United Resources,  Inc./United Grocers, Inc.
and to additional documents  guaranteeing the obligations  hereunder or granting
liens to secure same.  Reference is made to such loan  agreement and  additional
documents  for other terms  under which  amounts  payable  hereunder  may become
immediately due and owing. Although United Resources,  Inc. may sell, assign, or
otherwise  transfer  this Note to a third party,  this Note will  continue to be
subject to the loan agreement and such other documents.

The Borrowers  agree that until this Note is paid in full that  Borrowers  shall
(1) do all things  necessary to maintain its status as a member in good standing
of United Grocers, Inc. and (2) purchase product through United Grocers, Inc. to
the extent that a certain percentage may be required in the Related Documents or
other agreements that may exist between Borrower, Payee, or United Grocers, Inc.

The  occurrence  of any of the  following  events shall  constitute  an Event of
Default under this Note:  (i) any default in the payment of this Note;  (ii) any
breach or default under other  Related  Documents or other  agreements  that may
exist between Borrower, Payee, or United Grocers, Inc.; (iii) Borrowers fail to
purchase the required  percentage of product from United Grocers,  Inc. that may
be required in the Related  Documents  or other  agreements  that exist  between
Borrower,  Payee, or United  Grocers,  Inc.; (iv) Borrowers shall no longer be a

<PAGE>

member in good standing of United Grocers,  Inc. (v) either the Payee or Bank in
good faith shall  believe the prospect of payment of this note is  substantially
impaired due to a materially adverse change in Borrowers'  financial  condition.
Upon the  occurrence  of an Event of  Default  and at any time  thereafter,  the
holder of this Note may, at its option,  declare this Note to be immediately due
and payable and thereupon  this Note shall become due and payable for the entire
unpaid principal balance of this Note plus accrued interest and other charges on
this Note without any presentment, demand, protest or other notice of any kind.

If this Note is placed in the hands of an  attorney  for  collection,  Borrowers
promise and agree to pay the reasonable  attorneys' fees and collection costs of
the holder of this Note even though no suit or action is filed hereon; if a suit
or an action is filed, the Borrowers must pay such reasonable attorneys' fees as
shall be fixed by the court or courts in which the suit or action, including any
appeal therein,  is tried,  heard,  and decided.  The Borrowers agree that their
obligations  hereunder are absolute and  unconditional and shall continue for so
long as any amounts payable hereunder remain unpaid,  without any defense or set
off.


                                   DBA


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                                   INDIVIDUALLY:

                                   By
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