AMENDMENT NO. 1 TO AMENDED  AND RESTATED CREDIT AGREEMENT

This Amendment No. 1 to Amended and Restated Credit Agreement (this "Amendment") is entered into with reference to the Amended and Restated Credit
Agreement dated as of August 1, 2000 (the "Credit Agreement") among Wild Oats Markets, Inc. ("Borrower"), the Lenders party thereto, and Wells Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Section references herein relate to the Credit
Agreement unless otherwise stated.

Borrower,
the Administrative Agent and each of the Lenders agree as follows:

1.Section 1.1Definitions.



Period

MarginRestructure Date through and including December 31, 2001

225January 1, 2002 through and including June 30, 2002

275July 1, 2002 through and including December 31, 2002

325January 1, 2003 and thereafter

375




Period

MarginRestructure Date through and including December 31, 2001

375January 1, 2002 through and including June 30, 2002

425July 1, 2002 through and including December 31, 2002

475January 1, 2003 and thereafter

525








2.Section 2.4(a)Letters of Credit.



3.Section 2.7Voluntary Increases to
Commitments.Section 2.7is deleted in its entirety and replaced with the following:



4.Section 2.9Swing Line.Section 2.9is amended as follows:



5.Section 2.10Collateral.The following new Section 2.10is added to the Credit Agreement:



6.Section 3.1Principal and Interest.Section 3.1is amended as follows:



7.Section 3.4Agency Fees.Section 3.4is amended and restated to read in full as follows:



8.Section 3.5Commitment Fee.The first sentence of Section 3.5is amended and restated to read in full as follows:



9.Section 3.6(b)Letter of Credit
Fees.Section 3.6(b)is amended and restated to read in full as follows:



10.Section 3.9Late Payments and Default
Rate.Section 3.9is amended and restated to read in full as follows:



11.Section 4.2Authority; Compliance With Other Agreements and Instruments and Government
Regulations.The lead-in clause ofSection 4.2is amended and restated to read in full as
follows:



12.Section 4.3No Governmental Approvals
Required.Section 4.3is amended and restated to read in full as follows:



13.Section 4.4Subsidiaries.The second sentence of Section 4.4(a)is amended and restated to read in full as follows:



14.Section 4.7Title to and Location of Property.The following sentence is
added to the end ofSection 4.7:



15.Section 4.8Intangible Assets.The following two sentences are added to the end
ofSection 4.8of the Credit Agreement:



16.Section 4.11Binding Obligations.Section 4.11is amended and restated to read in full as follows:



17.Section 4.20Security Interests.The following new Section 4.20is added to the Credit Agreement:



18.Section 4.21Landlord Consents.The following new Section 4.21is added to the Credit Agreement:



19.Section 5.4Maintenance of Insurance.Section 5.4is amended and restated to read in full as follows:







20.Section 5.11Future Subsidiaries; Additional Security
Documentation.Section 5.11is amended and restated to read in full as follows:



21.Section 5.14Leasehold Mortgages.The following new Section 5.14is added to the Credit Agreement:



22.Section 6.1Payment of Certain
Obligations.Section 6.1is amended and restated to read in full as follows:



23.Section 6.4Acquisitions.Section 6.4is amended and restated to read in full as follows:



24.Section 6.5Distributions.Section 6.5(a)is amended and restated to read in full as follows:



25.Section 6.8Liens and Negative
Pledges.Section 6.8(e)is amended and restated to read in full as follows:



26.Section 6.9Indebtedness and Guaranty
Obligations.Section 6.9is amended as follows:



27.Section 6.11Funded Debt Ratio.Section 6.11is amended and restated to read in full as follows:



Fiscal Quarter

RatioSeptember 29, 2001

6.35 to 1.00December 29, 2001

7.70 to 1.00March 30, 2002

7.30 to 1.00June 29, 2002

5.40 to 1.00September 28, 2002

4.10 to 1.00December 28, 2002

3.05 to 1.00March 29, 2003

2.55 to 1.00June 28, 2003 and all Fiscal Quarters ending thereafter

2.20 to 1.00


28.Section 6.12Fixed Charge Coverage
Ratio.Section 6.12is amended and restated to read in full as follows:



Fiscal Quarter

RatioSeptember 29, 2001

1.00 to 1.00December 29, 2001

1.00 to 1.00March 30, 2002

1.00 to 1.00June 29, 2002

1.10 to 1.00September 28, 2002

1.15 to 1.00December 28, 2002

1.25 to 1.00March 29, 2003

1.35 to 1.00June 28, 2003 and all Fiscal Quarters ending thereafter

1.45 to 1.00


29.Section 6.13Minimum Year-to-Date Net
Income.Section 6.13is amended and restated to read in full as follows:



30.Section 6.14Stockholders' Equity.Section 6.14is amended and restated to read in full as follows:



31.Section 6.15Investments.Section 6.15is amended as follows:



32.Section 6.17Capital Expenditures.The following new Section 6.17is added to the Credit Agreement:



Fiscal Quarter

Maximum
PercentageDecember 29, 2001

1.65
%March 30, 2002

1.90
%June 29, 2002

1.90
%September 28, 2002

1.90
%December 28, 2002

1.90
%March 29, 2003 and all Fiscal Quarters thereafter

2.00
%;




Fiscal Quarter

Cumulative Maximum
New Store Capital ExpendituresDecember 29, 2001

$
1,000,000March 30, 2002

$
2,250,000June 29, 2002

$
3,125,000September 28, 2002

$
3,230,000December 28, 2002

$
4,750,000March 29, 2003

$
9,312,259June 28, 2003

$
16,000,000
;




33.Section 6.18New Leases.The following new Section 6.18is added to the Credit Agreement:



Fiscal Quarter

Maximum Cumulative
Number of New LeasesDecember 29, 2001

0March 30, 2002

1June 29, 2002

1September 28, 2002

2December 28, 2002

3March 29, 2003

4June 28, 2003 and thereafter

5
;






34.Section 6.19Change in Location of Chief Executive Offices, Jurisdiction of Organization and
Assets.The following newSection 6.19is added to the Credit Agreement:



35.Section 6.20Deposit and Investment Accounts.The following new Section 6.20is added to the Credit Agreement:



36.Section 7.1Financial and Business
Information.Section 7.1is amended as follows:



37.Section 7.2Compliance Certificates.Section 7.2is amended and restated to read in full as follows:



38.Section 7.3Revisions to Schedules.The following new Section 7.3is added to the Credit Agreement:



39.Section 8.2Advances.Section 8.2(b)is amended and restated to read in full as follows:



40.Section 9.1Events of Default.Section 9.1is amended as follows:



41.Section 11.3Costs and Expenses.Section 11.3is amended and restated to read in full as follows:



42.Section 11.26Engagement of Financial Consultant/Advisor.The following new Section 11.26is added to the Credit Agreement:



43.Section 11.27Release of Collateral.The following new Section 11.27is added to the Credit Agreement:



44.Exhibit B.Exhibit Bto the Credit
Agreement is replaced in its entirety byExhibit Battached hereto asAnnex 2.

45.Exhibit G.Exhibit Gto the Credit
Agreement is deleted in its entirety.

46.Exhibit H.Exhibit Hto the Credit
Agreement is replaced in its entirety byExhibit Hattached hereto asAnnex 3.

47.Exhibit I.Exhibit Ito the Credit
Agreement is replaced in its entirety byExhibit Iattached hereto asAnnex 4.

48.Exhibits K, L and M.The forms of Leasehold Mortgage, Pledge Agreement and Security Agreement
attached to this Amendment asAnnexes 5, 6 and 7, respectively, are added to the Credit Agreement asExhibits K, L and
M, respectively.

49.Schedule 1.1.Schedule 1.1(Lender
Commitments) is replaced in its entirety bySchedule 1.1attached hereto asAnnex 8.

50.Schedule 4.4.Schedule 4.4(Subsidiaries) is replaced in its entirety bySchedule 4.4attached hereto asAnnex
9.

51.Schedule 4.7.Schedule 4.7(Existing
Liens and Rights of Others) is replaced in its entirety bySchedule 4.7attached hereto asAnnex
10.

52.Schedule 4.7A.Schedule 4.7A(Location of Property; Accounts) attached hereto asAnnex 11, is added to the Credit Agreement immediately after Schedule 4.7.

53.Schedule 4.8.Schedule 4.8(Intangible Assets; Restrictions on Use) attached hereto asAnnex 12, is added to the Credit Agreement immediately after Schedule 4.7A.

54.Schedule 4.10.Schedule 4.10(Material Litigation) is replaced in its entirety bySchedule 4.10attached hereto asAnnex
13.

55.Schedule 6.15.Schedule 6.15(Existing Investments) is replaced in its entirety bySchedule 6.15attached hereto asAnnex
14.

56.Schedule 6.19.Schedule 6.19(Locations of Chief Executive Offices and Assets) attached hereto asAnnex
15, is added to the Credit Agreement immediately
afterSchedule 6.15.

57.Conditions Precedent.The effectiveness of this Amendment shall be conditioned upon the
satisfaction of the following conditions precedent:



58.Certain Waivers by Lenders.Upon satisfaction of the conditions precedent set forth in Section 57of this Amendment, the Lenders will be
deemed to have waived (a) all rights to withhold future funding of Advances pursuant to Section 8.2(b)based on the position that the restructuring charges taken by Borrower in Fiscal Year
2000 and in the first two Fiscal Quarters of
2001 constituted a Material Adverse Effect, (b) any and all "Existing Defaults" and (c) any other Events of Default that may have occurred prior to the Restructure Date which are of a
non-material nature and which could not reasonably be expected to have been known to Borrower after the exercise of reasonable inquiry and diligence. As used herein, the term "Existing
Defaults" shall mean the events and/or circumstances specified in Section A ofAnnex 19hereto (whether such events and/or circumstances actually
constituted a Default or Event of Default).





59.General Release.In consideration of the Lenders' consent to this Amendment and of the benefits
provided to Borrower under the terms and provisions hereof, Borrower hereby agrees as follows ("General Release"):



60.Representations and Warranties.Borrower makes the following representations and warranties to the
Administrative Agent and each Lender as of the date hereof, which representations and

warranties shall survive the execution, termination or expiration of this Amendment and shall continue in full force and effect until the full and final satisfaction and discharge of all Obligations:



61.Confirmation.In all other respects, the terms of the Credit Agreement and the other Loan Documents
are hereby confirmed.

62.Governing Law.This Amendment shall be governed by, and construed and enforced in accordance with,
the Laws of Colorado applicable to contracts made and performed in Colorado.

[signature
pages follow]

IN WITNESS WHEREOF, Borrower, the Administrative Agent and the Lenders have executed this Amendment as of October 17, 2001 by their duly authorized representatives.

| |  | WILD OATS MARKETS, INC.                                                                                 
| |  | --------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                     
| |  |                                                                                                         
| |  |                                                                                                         
| |  | WELLS FARGO BANK, NATIONAL ASSOCIATION,as Administrative Agent and a Lender                             
| |  | By:                                                                                                     
| |  |                                                                                                         
| |  |                                                                                                         
| |  | BANK ONE, NA,as a Lender                                                                                
| |  | By:                                                                                                     
| |  |                                                                                                         
| |  |                                                                                                         
| |  | COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,as a Lender
| |  | By:                                                                                                     
| |  |                                                                                                         
| |  |                                                                                                         
| |  | By:                                                                                                     
| |  |                                                                                                         
| |  |                                                                                                         
| |  | HARRIS TRUST & SAVINGS BANK,as a Lender                                                                 
| |  | By:                                                                                                     
| |  |                                                                                                         
| |  |                                                                                                         

| |  | KEYBANK NATIONAL ASSOCIATION,as a Lender  
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  |                                           
| |  | U.S. BANK NATIONAL ASSOCIATION,as a Lender
| |  | By:                                       
| |  |                                           
| |  |                                           



Exhibit A to Amendment    CONSENT OF SUBSIDIARY GUARANTORS

Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of August 1, 2000 among Wild Oats Markets, Inc.
("Borrower"), the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (as heretofore amended, the "Credit Agreement").

Each
of the undersigned Subsidiary Guarantors hereby consents to Amendment No. 1 to Amended and Restated Credit Agreement in the form executed by Borrower, consents to the
release of Wild Oats Markets Canada, Inc. and Alfalfa's Canada, Inc. from any and all obligations under the Subsidiary Guaranty, and confirms that the Subsidiary Guaranty to which it is
a party remains in full force and effect.

Dated:
As of October 17, 2001

|"Subsidiary Guarantors"   |                          |                          |    
|------------------------- | ------------------------ | ------------------------ | ---
|WILD MARKS, INC.          |                          | SPARKY, INC.            
|By:                       |                          |                          | By:
|                          |                          |                          |    
|                          | [Printed Name and Title] |                          |    
|WILD OATS FINANCIAL, INC. |                          | WILD OATS OF TEXAS, INC.
|By:                       |                          |                          | By:
|                          |                          |                          |    
|                          | [Printed Name and Title] |                          |    



INDEX OF ANNEXES  TO AMENDMENT NO. 1

|Annex |  | Description                                                               
|----- |  | --------------------------------------------------------------------------
|1     |  | Standard Trade Terms                                                      
|2     |  | Revised Exhibit B (Compliance Certificate)                                
|3     |  | Revised Exhibit H (Request for Letter of Credit)                          
|4     |  | Revised Exhibit I (Request for Loan)                                      
|5     |  | New Exhibit K (Leasehold Mortgage)                                        
|6     |  | New Exhibit L (Pledge Agreement)                                          
|7     |  | New Exhibit M (Security Agreement)                                        
|8     |  | Revised Schedule 1.1                                                      
|9     |  | Revised Schedule 4.4                                                      
|10    |  | Revised Schedule 4.7                                                      
|11    |  | New Schedule 4.7A                                                         
|12    |  | New Schedule 4.8                                                          
|13    |  | Revised Schedule 4.10                                                     
|14    |  | Revised Schedule 6.15                                                     
|15    |  | New Schedule 6.19                                                         
|16    |  | Restructure Date Leasehold Mortgage Locations; Restructure Date New Leases
|17    |  | Legal OpinionFreya Brier                                                 
|18    |  | Legal OpinionHolme Roberts & Owen LLP                                    
|19    |  | Existing Defaults; Exceptions to Representations and Warranties           



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