SUBLEASE AGREEMENT
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                                    --------

         THIS SUBLEASE  AGREEMENT entered into this 30 day of July, 1997, by and
between UNITED GROCERS, INC., an Oregon corporation,  hereinafter designated as
Sublessor, and LAMKO, LLC , ROBERT A. LAMB and GALE LASKO shall be Guarantors of
this Sublease, 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 July 30, 1997,
with FLAGSHIP  PROPERTIES,  LLC , for a supermarket located in Portland,  Oregon
(more particularly described in exhibit "A" attached to said lease),  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,  Sublessees desire to sublet said premises for a period not to
exceed 20 years,  commencing on date set forth in paragraphs ----- and -----  of
Exhibit "A." 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," for the term of 20 years.

              1. 1 The Sublessees,  so long as they are not in default hereunder
and further provided that no event or condition exists that, with the passage of
time or giving of notice would constitute default, shall be granted the right to
exercise the renewal options  contained in Exhibit "A," for the first five years
only, as set forth in paragraph 1.3 of said Exhibit.

         (2) Sublessees covenant and agree to pay for the whole of said term the
rental hereinafter provided,  together with all affirmative covenants including,
without limitation, those pertaining to minimum rent, Common Area Charges (CAM),
percentage  of  gross  sales,  taxes,  assessments,  insurance  and  all  of the
covenants  and  obligations  to be  performed  by  Lessee,  as set forth in said


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Exhibit "A," and to make such  payments and provide  such  performance when due
by the terms of the lease and amendments  thereto.  

         (3) Sublessees shall, upon execution hereof,  pay any and all rental or
security  deposits and all other sums except minimum rent, as required  pursuant
to the  terms  and  conditions  of said  Exhibits  "A",  and  shall  pay rent to
Sublessor,  in accordance with the "Sublease Rent Schedule" attached hereto. All
such rental payments to Sublessor  shall be made without  offset,  adjustment or
deduction of any kind.

         (4)  Sublessees  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  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,  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.

              (a) In the event of an assignment,  Tenant shall thereafter pay to
Landlord in connection with such assignment, fifty percent (50%) of all sums and
other  consideration  paid (or  payable) to and for the benefit of Tenant by the
Transferee  on  account  of the  assignment  as and when  such  sums  and  other
consideration are paid (or are payable) by the Transferee.

              (b) In the event the  transfer is by virtue of a  sublease,  fifty
percent  (50%) of any rent or other  consideration  received  by Tenant,  either
initially  or over the term of the  sublease,  in excess of such rent called for
hereunder,  or in the case of a sublease of a portion of the Leased Premises, in

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excess  of such  rent  fairly  allocable  to  such  portion,  after  appropriate
adjustments  to ensure that all other  payments  called for  hereunder are taken
into account, shall be paid by tenant to Landlord, promptly after its receipt by
Tenant.

         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
forty-five  percent  (45%) 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 the Portland area.  If, at any time,  the Sublessees  contend that
Sublessor  is not able to supply  particular  goods or  merchandise  customarily
stocked by retail  supermarkets  in the Portland  area, 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 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 45%  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

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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  two  and
     one-quarter  percent (2-1/4 %) 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

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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  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;

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                   (c) 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, 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.  Not withstanding  the foregoing;  it is understood by Sublessor
that Key Bank/Key  Corp has a first  priority  security  interest in the store's
inventory,  furniture,  trade  fixtures  and  equipment,  and will  retain  that
position until the loans or leases for that store are fully satisfied.

              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 Key Bank/Key Corp who has a first priority security interest
in the store's  inventory,  furniture,  trade fixtures and  equipment,  and will
retain  that  position  until  the  loans or  leases  for that  store  are fully
satisfied.

                   (b) Sublessees will not sell,  dispose of, encumber or permit
any other  security  interest,  lien or  encumbrance to attach to the Collateral
except the security interest of Sublessor and the Permitted Liens.

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                   (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  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 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.

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<PAGE>

              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,
Sublessees  shall  and do  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,  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

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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
substantial  portion of the assets of Sublessees  located at or associated  with
the  store,  other  than  inventory  sold at  retail in the  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 12 percent 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

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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 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,

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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 deemed to have been properly  given when, and only
when, the same is in writing and has

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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) Right of Refusal:  If,  during the term of this  Sublease,  or any
extension  hereof,  Sublessee or any successor to Sublessee shall receive a bona
fide offer to purchase the business being  operated under this sublease,  i. e.,
goodwill,  fixtures and/or  equipment and inventory or the property of which the
premises are a part,  which offer is acceptable to  Sublessee,  Sublessor  shall
have the right to purchase the business  (or the  property)  upon the same terms
and conditions.  Sublessee agrees to immediately, upon receipt of such offer, to
give  Sublessor  written  notice of the terms and  conditions  thereof,  and the
Sublessor  shall have the  right,  for  thirty  (30) days after  receipt of such
notice,  to  exercise  its  option to  purchase  under the  identical  terms and
conditions of such offer.  Sublessor's  exercise of its option shall be given in
writing, within said thirty-day period.


         (12) Additional Provisions.

              12.1

              12.2

                                       12
<PAGE>

         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
     an Oregon Corporation
     6433 SE Lake Road 
     Portland, Oregon 97222

     By: /s/ John W. White
         Vice President

     By:
        --------------------- 


SUBLESSEES:

     LAMKO, LLC


     By:  /s/ Robert A. Lamb  Member
          Robert A. Lamb, Member

     By: /s/ Gale Lasko  Member
         Gake Lasko, Member

     INDIVIDUALLY:


     /s/ Robert A. Lamb
     Robert A. Lamb

     /s/ Gale Lasko
     Gale Lasko

                                       13
<PAGE>

                        SCHEDULE FOR SUB-LEASE PAYMENTS

                         Months 1 through 60            $28,000.00

                         Months 61 through 120          $32,648.00

                         Months 121 through 180         $35,912.00

                         Months 181 through 240         $39,504.00


This rent  schedule  contains  the  standard 6 percent  fee  required  by United
Grocers, Inc. to sign as Master Lessee.

                                  EXHIBIT "Y"
                                  -----------

         All present and hereinafter acquired inventory, equipment, fixtures and
capital stock of United Grocers, Inc.

                                       14