EX-10.H3

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

         THIS SUBLEASE AGREEMENT is entered into this 1st day of February, 1994,
by and between UNITED RESOURCES,  INC., an Oregon corporation  ("Sublessor") and
R.A.F.   LIMITED  LIABILITY   COMPANY,   an  Oregon  limited  liability  company
("Sublessee").

RECITALS:

         A. Sublessor has entered into a Sublease for a term commencing  October
15, 1991, and expiring August 1, 2011, with United Grocers, Inc. ("Lessor"), for
a supermarket located in the Heritage Plaza, Albany,  Oregon, a copy of which is
attached  hereto,  marked as  Exhibit  "A," and by this  reference  incorporated
herein, as fully as if its terms and conditions were herein set forth.

         B. Sublessee  desires to sublet the premises  commencing on February 2,
1994,  and  expiring  August 1, 2011,  and  Sublessor is willing to sublease the
premises in accordance with the terms and conditions contained herein.

         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 whole  term  remaining  as
described therein.

            1.1 Provided the Sublessee has performed all of its  obligations  to
be performed  under this Sublease and is not in default  thereunder  and further
provided the Sublessee (R.A.F.)

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has  extended its  duration by amending  its  operating  agreement to extend its
duration beyond August 1, 2011, to a date through the renewal term, and provided
the Sublessor  has  exercised  its option to extend its  Sublease,  then in that
event, the Sublessee may exercise the renewal option contained in Exhibit A. The
rental  rate  during  such  renewal  term  shall be in an  amount  equal to that
determined under the master lease.

         In the event  Sublessor  exercises  it option to renew,  it shall  give
Sublessee  written  notice of said  exercise,  within five days from the date of
exercise.

         2. RENTAL.  Sublessee  covenants  and agrees to pay the rental for the
whole of the term, and to perform all affirmative  covenants including,  without
limitation,  those pertaining to taxes,  assessments,  insurance, and all of the
covenants and  obligations to be performed by Sublessor as Lessee,  as set forth
in Exhibit "A," and to make such payments and provide such  performance when due
by the terms of the Lease and any amendments thereto.  Basic rental will be paid
in accordance with the Schedule  attached hereto,  marked as Schedule "A-1," and
by this reference  incorporated herein. To the extent the basic rent in Schedule
"A-1" is less than the basic  rental in the  prime  Lease,  Sublessor  agrees to
indemnify and hold Sublessee harmless from the obligation to pay the same.

         3. DEPOSITS.  Sublessee shall, upon execution  hereof,  pay any and all
rentals, or security deposits,  as required pursuant to the terms and conditions
of Exhibit "A," prorated as of

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February 2, 1994.

         4. INDEMNITY AND HOLD HARMLESS.  Sublessee  shall be bound by the same
responsibilities,  rights,  privileges and duties as Sublessor, as enumerated in
Exhibit "A" except as otherwise  provided  herein,  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 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 with Sublessee's  prior written consent,
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:

            5.1 Any  failure  by  Sublessee  to pay the rent  when  due,  or any
failure by Sublessee to perform any other obligation contained in this Sublease,
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;

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            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 this Sublease and 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.

            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

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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,  for 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
ten percent (10%) 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  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 subletting.

         7. DAMAGES. Whether or not an election is made to termin-

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ate 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.

         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  unreasonably  withheld.  A
direct or indirect transfer of ownership and control of

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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,
except for a sale unto Wright's  Foodliner,  Inc.,  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 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 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 United  Grocers,  Inc., not less than 45 percent of its retail sales of all
goods and merchandise

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required by it for resale on the  premises  to the extent  that United  Grocers,
Inc.,  shall now or  hereafter be able to supply such goods and  merchandise  to
Sublessee, and United Grocers, Inc., will supply all of Sublessee's requirements
at such prices and on such terms as are  reasonably  comparable to those offered
by United Grocers, Inc., to other purchasers from United Grocers, Inc., carrying
on businesses  similar to that of the Sublessee in Linn County,  Oregon.  If, at
any time,  Sublessee  contends that United Grocers,  Inc., is not able to supply
particular goods or merchandise  customarily  stocked by retail  supermarkets in
Linn County,  Oregon,  or that terms offered by United  Grocers,  Inc.,  are not
reasonably  comparable to those offered by United  Grocers,  Inc., to other such
purchasers,  the  Sublessee  shall so advise United  Grocers,  Inc., in writing,
specifying  such  contention  with  particularity.  If, within 30 days after the
receipt of such notice, United Grocers,  Inc., 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 it desires.  If United Grocers,  Inc., asserts
that it is  offering  reasonably  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, commis-

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sion 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.

            10.5 Sublessor  represents and warrants that it has performed all of
the  obligations  which the Lessee is required to perform under the terms of the
Lease to which this Sublease pertains, as of the date of this Sublease, and that
the  Lease is in full  force  and  effect  and not in  default  in any  respect.
Further,  Sublessor  represents  that  there is nothing as a result of which the
passage of time or the giving of notice  would  constitute a default for actions
which have already occurred prior to the date of this Sublease.

         11.  ATTORNEY'S  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 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.

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         12.  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 either  personally  delivered or by mail if it
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 notice as above provided.

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

         Sublessor:                       United Resources, Inc.
                                          By [illegible]
                                          Title:  President

         Sublessee:                       R.A.F. Limited Liability Company
                                          By [illegible]
                                          Title:  Controller

UNITED GROCERS, INC. (LESSEE)
CONSENTS TO THE ASSIGNMENT AND
CONSENT TO MODIFICATION IN THE
PERCENTAGE OF PURCHASE REQUIRE--
MENTS FROM 58% TO 45%.
United Grocers, Inc.
By [illegible]
Title:  President

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                                 SCHEDULE "A-l"

         Sublessee,  notwithstanding the terms and conditions of the prime Lease
(paragraph     ), shall, for the balance of the initial term be:
           ----

         At such  time as  Sublessee's  average  weekly  gross  sales  are below
$200,000,  the basic rent shall be zero.  Once the  average  weekly  gross sales
reach  $200,000,  the  annual  basic  rent will be  $12,000,  subject  to annual
adjustment  each year of the term.  The rent will increase or decrease by $1,000
per month  whenever  the  average  weekly  gross  sales  increase or decrease by
$10,000, as shown on the following schedule:

     Average Weekly Gross
             Sales                            Basic Annual Rent
     --------------------                     -----------------

    up to $200,000                                - 0 -
          $200,000                              $ 12,000
          $210,000                              $ 24,000
          $220,000                              $ 36,000
          $230,000                              $ 48,000
          $240,000                              $ 60,000
          $250,000                              $ 72,000
          $260,000                              $ 84,000
          $270,000                              $ 96,000
          $280,000                              $108,000
          $290,000                              $120,000
          $300,000                              $132,000
             etc.                                  etc.

Average weekly gross sales shall be determined on a 12-month  basis,  commencing
on the date the market opens, calculated  retroactively within 60 days after the
end of each 12-month period.  Basic rent for the following  12-month period will
be based on the amount finally determined for the prior 12-month period, subject
to  adjustment  at year end.  Real  property  taxes,  maintenance  and repair of
premises,  insurance,  and  common  area  maintenance  expenses  will be paid by
Sublessee.

SCHEDULE "A-1"