FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Fourth Amendment to Employment Agreement, dated as of May 10, 2005 is betweenPerry Odak ("Executive") and Wild Oats Markets, Inc. (the "Company").

RECITALS

A. The Executive and the Company entered into an Employment Agreement dated March 6,2001, as amended by a First Amendment to Employment Agreement dated December 29, 2001, aSecond Amendment to Employment Agreement dated June 19, 2002, and a Third Amendment toEmployment Agreement dated August 12, 2002 (collectively referred to herein as the"Agreement").

B. The parties desire to amend the Agreement to modify the provisions thereof relatedto the payment of the Supplemental Bonus thereunder and to correct certain errors in theAgreement.

AMENDMENT

For good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

1. Defined Terms. All capitalized terms used herein shall have the meaning defined inthe Agreement.

2. Payments and Benefits. Section 4 is hereby amended by deleting subsection (e) in itsentirety and inserting the following in substitution therefor:

"(e) Supplemental Bonus. 

(i) Provided the Executive has remained in the continuous employment of the Companypursuant to this Agreement through the date upon which the occurrences under (A) or (B)below occur, the Executive shall become entitled to (and shall vest in the right toreceive) a cash bonus if (A) the fair market value of the Stock, as measured by theclosing stock price on NASDAQ for the preceding 120 consecutive trading days, shall equalat least $30 per share during the Term hereof, or (B) a Change in Control of the Companyoccurs during the Term hereof and the fair market value of the Stock, as measured by theclosing stock price on NASDAQ immediately prior to the Change in Control, shall equal atleast $20 per share. The amount of the cash bonus shall equal $9,273,978.31, plus anamount equal to the interest that would accrue thereon from the original date of theAgreement to the date of payment, at 5.5% per annum, compounded semi-annually, less anyamounts of supplemental bonus previously paid to the Executive under this section 4(e).The cash bonus shall be paid by the Company as soon as reasonably practicable followingthe occurrence of the event described in clause (A) or (B) of this Subsection (e)(i). 

(ii) Provided that at the time of death or disability (as defined under Section 5(b) ofthis Agreement) of the Executive, the Executive was then employed by the Company pursuantto the terms of the Agreement, the Company shall pay to the Executive or theExecutive’s estate, as appropriate, the supplemental bonus as calculated underSection 4(e)(i) above, less any portion thereof already paid to the Executive under anysubsection of this Section 4(e). The payment upon death or disability shall be made within180 days following the death or disability of the Executive. 

(iii) The Company shall make appropriate adjustments to the per share prices referredto in this subsection (e) and the number and exercise price of option shares referred toin Subsection (d) above to reflect any stock dividend, extraordinary dividend payable in aform other than stock, spin-off, stock split, reverse stock split, recapitalization, orsimilar transaction affecting the Company’s outstanding securities that is effectedwithout receipt of consideration."

3. Payment Upon Certain Occurrences. Section 4 is hereby amended by adding thefollowing as paragraph (k) thereof:

"(k) In the event that: (i) this Agreement is not renewed by the Company uponexpiration of its initial term in March 2006, unless for Cause; (ii) the Executive isterminated without Cause; or (iii) this Agreement is terminated by the Executive for GoodReason, then the Company shall, within 60 days following such event, pay to the Executive$1,639,346.

4. Definition of Disability. Section 5(b)(1) is hereby amended to delete "ninety(90) consecutive days during any period of three hundred and sixty-five (365) consecutivecalendar days" at the end of the subsection, and substitute therefor "365consecutive days".

5. Full Force and Effect. Except as set forth herein, the Agreement remains unmodifiedand in full force and effect.

Executed as of the date set forth above.

| WILD OATS MARKETS, INC.                                      | THE EXECUTIVE                      |
|--------------------------------------------------------------|------------------------------------|
| By: /s/ Freya R. Brier    Freya R. Brier, Sr. Vice President | /s/ Perry D. Odak    Perry D. Odak |