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                                                                   EXHIBIT 10.21

                              SEVERANCE AGREEMENT

THIS AGREEMENT (the "Agreement") is made and entered into as of the 2nd day of
April 1997, by and between Certified Grocers of California, Ltd., a California
corporation (the "Company" or "Certified") and Charles J. Pilliter (the
"Executive").

WHEREAS, the Company considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its shareholders; and

WHEREAS, the Executive has been determined to be a vital member of the senior
management team of the Company; and

WHEREAS, the Company recognizes that the possibility of termination due to
Change of Control or without cause may arise and the uncertainty it may raise
among management of the Company may result in the departure or distraction of
management personnel, in each case to the detriment of the Company and its
shareholders.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, it is agreed as follows:

This Agreement sets forth the severance benefits which the Company agrees will
be provided to the Executive in the event the Executive's employment with the
Company is terminated without cause under the circumstances described below.

     1. RIGHT TO TERMINATE.  Certified or the Executive may terminate the
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        Executive's employment at any time, subject to Certified's providing the
        benefits hereinafter specified in accordance with the terms thereof.

     2. TERM OF AGREEMENT.  This Agreement shall commence on April 2, 1997; 
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        and shall continue in effect until the earlier of April 3, 2000, or
        termination of the Executive's employment; provided, however, that
        commencing on April 3, 2000 the term of this Agreement shall be extended
        for one additional year unless at least 90 days prior to such date,
        Certified or the Executive shall have given written notice per Section 9
        herein that this Agreement shall not be extended; and provided, further,
        that notwithstanding the delivery of any such notice, the term of this
        Agreement shall automatically extend for an additional period of twelve
        (12) months after a Change of Control of the Company. For the purposes
        of this Agreement, "Change of Control" shall mean (i) The acquisition by
        any person, entity or group within the meaning of Section 13(d) or 14(d)
        of the Securities and Exchange Act of 1934, of beneficial ownership of
        fifty-one percent (51%) or more of the outstanding Class A Shares of
        Certified Grocers of California, Ltd.; or (ii) if the individuals who
        presently serve on the Certified Board of Directors no longer constitute
        a majority of the members of the Certified Board of Directors; provided,
        however, any person who becomes a director subsequent to the
        commencement date of this Employment Agreement, who

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        was elected to fill a vacancy by a majority of Certified's members shall
        be considered as if a member prior to the commencement date of this
        Agreement; or (iii) A liquidation or dissolution of Certified or the
        sale of all or substantially all of the assets of Certified.
        
     3. TERMINATION. The Executive shall be entitled to the benefits provided in
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        Section 4 hereof upon the termination of the Executive's employment with
        Certified during this Agreement period, unless such termination is (i)
        because of the Executive's death, Disability, or Retirement, (ii) by
        Certified for Cause, or (iii) by the Executive other than for Good
        Reason (as all such capitalized terms are hereinafter defined).

              (a)  Disability.  Termination by Certified of the Executive's
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          employment based on "Disability" shall mean the Executive's incapacity
          due to physical or mental illness to substantially perform his duties
          on a full-time basis for six (6) consecutive months and, within thirty
          (30) days after a notice of termination is thereafter given by the
          Company, the Executive shall not have returned to the full-time
          performance of the Executive's duties; provided, however, if the
          Executive shall not agree with a determination to terminate him
          because of Disability, the question of the Executive's disability
          shall be subject to the certification of a qualified medical doctor
          agreed to by the Company and the Executive or the Executive's legal
          representative, in the event of the Executive's incapacity to
          designate a doctor. In the absence of agreement between the Company
          and the Executive, each party shall nominate a qualified medical
          doctor and the two doctors shall select a third doctor, who shall make
          the determination as to Disability.

              (b)  Retirement.  Termination by the Executive or by Certified of
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          the Executive's employment based on "Retirement" shall mean
          termination on or after the Executive's attainment of age sixty-five
          (65) or an earlier age mutually agreed to by the Executive and
          Certified.

              (c)  Cause.  Termination by Certified of the Executive's
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          employment for "Cause" shall mean termination upon:

                   (i) the willful and continued failure by the Executive to
                   substantially perform his duties (other than any such failure
                   resulting from the Executive's incapacity due to physical or
                   mental illness), after demand for substantial performance is
                   delivered in writing by the Company to the Executive that
                   specifically identifies the manner in which the Company
                   believes the Executive has not substantially performed his
                   duties, or

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                   (ii) the willful engaging by the Executive in illegal or
                   fraudulent misconduct which is materially injurious to the
                   Company, or

                   (iii) the willful material breach of the Confidentiality and
                   Nonsolicitation Agreement set forth in Section 6.

          No act, or failure to act, on the Executive's part shall be considered
          "willful" unless done, or omitted to be done, by him not in good faith
          and without reasonable belief that his action or omission was in the
          best interest of the Company.

              (d)  Good Reason.  Termination by the Executive of the Executive's
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          employment for "Good Reason" shall mean termination based on (i) an
          adverse change in the Executive's status or position(s), in effect
          immediately prior to the date of this Agreement, (ii) a reduction in
          the Executive's base salary as in effect immediately prior to the date
          of this Agreement, (iii) a Change in Control, or (iv) the requirement
          by the Company that the Executive be based at an office greater than
          35 miles from where the Executive's office is located on the date of
          the Change of Control.

              (e)  Notice of Termination.  Any purported termination by
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          Certified or by the Executive shall be communicated by written Notice
          of Termination to the other party hereto. For purposes of this
          Agreement, a "Notice of Termination" shall mean a notice which shall
          indicate the specific termination provision in this Agreement relied
          upon.

              (f)  Date of Termination. "Date of Termination" shall be the date
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          set forth by written Notice of Termination or, if none, then by mutual
          written agreement of the parties or by the arbitrator in a proceeding
          as provided in Section 11 hereof. During the pendency of any such
          dispute, Certified will continue to pay the Executive the Executive's
          full compensation in effect just prior to the time the Notice of
          Termination is given and until the dispute is resolved in accordance
          with Section 11.

      4.  COMPENSATION UPON TERMINATION.
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              (a) Subject to Section 8 hereof, if, the Executive's employment
          with Certified shall be terminated (i) by Certified other than for
          Cause, Disability, Death or Retirement or (ii) by the Executive for
          Good Reason, then within five business days of the Date of
          Termination, Certified shall pay the Executive an amount equal to the
          Executive's highest annual base salary during the three year period
          immediately prior to the Date of Termination, plus an amount equal to
          the average annual incentive bonus paid during the three years prior
          to the Date of Termination.

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              (b) Certified shall maintain all benefits for the Executive and
          his dependents in substantially the same form as those benefits in
          place immediately prior to the Executive's termination for a period
          terminating on the earliest of (i) twelve (12) months from the Date of
          Termination, (ii) the commencement of similar benefits from a new
          employer (but only to the extent that equivalent benefits are offered
          by said employer), or (iii) attainment of age 65.

              (c) All payments and benefits provided for yet unpaid in this
          Section 4 shall be forfeited if the Executive violates any material
          provision of this Agreement including, without limitation, the
          Confidentiality and Nonsoliciation Agreement specified in Section 6
          herein.

              (d) In the event of termination of the Executive by the Company
          for Cause, death, Disability, Retirement, or by the Executive for
          other than Good Reason, no payment shall be provided under this
          Agreement. This Agreement does not, and is not intended to, limit any
          rights or benefits of the Executive pursuant to any other plan, policy
          or written agreement.

      5.  NO OBLIGATION TO MITIGATE
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          The Executive is under no obligation to mitigate damages in the amount
          of any payment provided for hereunder by seeking other employment or
          otherwise.

          Subject to paragraph 4(b), the amount of any payment provided for in
          this Agreement shall not be reduced, offset or subject to recovery by
          Certified by reason of any compensation earned by the Executive as the
          result of employment by another employer after the Date of
          Termination,  or otherwise.

      6.  CONFIDENTIALITY AND NONSOLICITATION AGREEMENT.
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              (a) The Executive acknowledges that in the course of his
          employment by the Company, he will have access to and become informed
          of confidential and secret information which is a competitive asset of
          the Company ("Confidential Information"), including (i) the terms of
          any agreement between the Company and any employee, customer or
          supplier, (ii) pricing strategy, (iii) product development strategies,
          (iv) personnel training and development programs, (v) financial
          results, (vi) strategic plans and demographic analyses, (vii)
          proprietary computer and systems software, and (viii) any confidential
          non-public information received from the Company concerning the
          Company, its employees, suppliers and customers. The Executive agrees
          that he will keep all Confidential Information in strict confidence
          during the term of his employment by the Company and thereafter and
          will never make known, divulge, reveal,

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          furnish, make available, or use any Confidential Information (except
          in the course of his regular authorized duties on behalf of the
          Company). The Executive agrees that the obligations of confidentiality
          hereunder shall survive termination of his employment at the Company
          regardless of any actual or alleged breach by the Company of this
          Agreement and shall continue for one year following such termination
          provided that such obligation shall terminate earlier (i) as to
          specific information that shall have become known through no fault of
          the Executive or (ii) as to Confidential Information which the
          Executive is required by law to disclose (after giving the Company
          notice and an opportunity to contest such requirement). The
          Executive's obligations under this Section 6 are in addition to, and
          not in limitation or preemption of, all other obligation of
          confidentiality which the Executive may have to the Company under
          general legal or equitable principles.

              (b) Except in the ordinary course of the Company's business, the
          Executive has not made, nor shall at any time following the date of
          this Agreement, make or cause to be made, any copies, pictures,
          duplicates, facsimiles, or other reproductions or recordings or any
          abstracts or summaries including or reflecting Confidential
          Information. All such documents and other property furnished to the
          Executive by the Company or otherwise acquired or developed by the
          Company shall at all times be the property of the Company. Upon
          termination of the Executive's employment by the Company, the
          Executive will return to the Company any such documents or other
          property of the Company which are in the possession, custody or
          control of the Executive.

              (c) In the event of the Executive's termination of employment at
          the Company, the Executive agrees that he will not in any capacity, on
          his own behalf or on behalf of any other firm, person, or entity, for
          a period of one year, solicit, or assist in the solicitation of, any
          employee of the Company to terminate his or her employment with the
          Company.

              (d) The Executive acknowledges and agrees that a violation of the
          foregoing provisions of this Section 6 (referred to collectively as
          the Confidentiality and Nonsolicitation Agreement) that results in
          material detriment to the Company would cause irreparable harm to the
          Company, and that the Company's remedy at law for any such violation
          would be inadequate.  In recognition of the foregoing, the Executive
          agrees that, in addition to any other relief afforded by law or this
          Agreement, including damages sustained by a breach of this Agreement
          and forfeiture of any and all compensation or benefit otherwise
          provided under Section 4, and without any necessity or proof of actual
          damages, the Company shall have the right to enforce this Agreement by
          specific remedies, which shall include, among other things, temporary
          and permanent injunctions, it being the understanding of the
          undersigned parties hereto that damages, the 

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          forfeitures described above and injunctions shall all be proper modes
          of relief and are not to be considered as alternative remedies.

      7.  SUCCESSORS; BINDING AGREEMENT.
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              (a) The Company will require any successor (whether direct or
          indirect, by purchase, merger, consolidation, reorganization or
          otherwise) by agreement in form and substance satisfactory to the
          Executive, expressly to assume and agree to perform this Agreement in
          the same manner and to the same extent the Company would be required
          to perform if no such succession had taken place.

              (b) This Agreement shall inure to the benefit of and be
          enforceable by the Executive's personal or legal representatives,
          executors, administrators, successors, heirs, distributees, devisees,
          and legatees. If the Executive should die while any amount would still
          be payable to the Executive hereunder if he had continued to live, all
          such amounts, unless otherwise provided herein, shall be paid in
          accordance with the terms of this Agreement to the Executive's
          devisee, legatee, or other designee, or if there be no such designee,
          to the Executive's estate.

              (c) This Agreement, and all of the provisions hereof, shall be
          binding upon Certified and all of its affiliates, successors,
          transferees, or surviving or continuing entity.

      8.  TAXES.
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              (a) All payments to be made to the Executive under this Agreement
          will be subject to required withholding of federal, state, and local
          income and employment taxes.

              (b) Notwithstanding anything in the foregoing to the contrary, if
          any of the payments provided for in this Agreement, together with any
          other payments which the Executive have the right to receive from
          Certified, would constitute a "parachute payment" (as defined in
          Section 280G(b)(2) of the Code), the payments pursuant to this
          Agreement shall be reduced to the largest amount as will result in no
          portion of such payments being subject to the excise tax imposed by
          Section 4999 of the code; provided, however, that the determination as
          to whether any reduction in the payments under this Agreement pursuant
          to this provison is necessary shall be made by the Executive in good
          faith, and such determination shall be conclusive and binding on
          Certified with respect to its treatment of the payment for tax
          reporting purposes.

       9. NOTICE.  For purposes of this Agreement, notices and all other
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          communications provided for in the Agreement shall be in writing and
          shall be deemed to have been duly given when delivered by United
          States registered or certified mail, return receipt requested, postage
          prepaid and addressed, in the case of 

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          Certified, to the address set forth on the first page of this
          Agreement or, in the case of the undersigned employee, to the address
          set forth below his signature, provided that all notices to Certified
          shall be directed to the attention of the Chief Executive Officer of
          the Certified, with a copy to the Secretary of Certified, or to such
          other address as either party may have furnished to the other in
          writing in accordance herewith, except that notice of change of
          address shall be effective only upon receipt.

      10. VALIDITY.  The invalidity or unenforceability of any provision of this
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          Agreement shall not affect the validity or enforceability of any other
          provision of this Agreement, which shall remain in full force and
          effect.

      11. ARBITRATION.  Any dispute or controversy arising under or in
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          connection with this Agreement shall be settled exclusively by an
          arbitrator selected under the rules of the American Arbitration
          Association and the arbitration shall be conducted under the rules of
          said association. Any claim must be filed within thirty (30) days of
          the Notice of Termination unless extended by mutual written agreement
          by both parties. Each party shall be entitled to present evidence and
          argument to the arbitrator. The arbitrator shall have the right only
          to interpret and apply the provisions of this Agreement and may not
          change any of its provisions. The arbitrator shall permit reasonable
          pre-hearing discovery of facts, to the extent necessary to establish a
          claim or a defense to a claim, subject to supervision by the
          arbitrator. The hearing shall begin within thirty (30) days of the
          filing of the claim, unless extended by mutual written agreement by
          both parties, and the arbitrator's decision shall be rendered within
          thirty (30) days of the completion of the hearing unless extended by
          mutual written agreement by both parties. The determination of the
          arbitrator shall be conclusive and binding upon the parties and
          judgment upon the same may be entered in any court having
          jurisdiction. The Company shall bear all direct costs of the
          arbitration proceedings pursuant to this Section 11 (arbitration fees,
          transcript expenses, etc.) and pay reasonable legal fees of the
          Executive.

      12. SURVIVAL OF PROVISIONS.  Notwithstanding any other provision of this
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          Agreement, the parties' respective rights and obligations under
          Sections 4, 5, 6, and 7, 11 of this Agreement shall survive
          termination of this Agreement.

      13. MISCELLANEOUS.  No provision of this Agreement may be modified, waived
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          or discharged unless such waiver, modifications or discharge is agreed
          to in writing signed by the Executive and the Company. No waiver by
          either party hereto at any time of any breach by the other party
          hereto or compliance with any condition or provision of this Agreement
          to be performed by such other party will be deemed a waiver of similar
          or dissimilar provisions or conditions at the same or at any prior or
          subsequent time. Unless otherwise noted, references to "Sections" are
          to sections of this Agreement. The captions used

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          in this Agreement are designed for convenient reference only are not
          to be used for the purpose of interpreting any provision of this
          Agreement.

      14. ENFORCEABILITY.   Notwithstanding any other provision of this
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          Agreement, to the extent that any payment to be made pursuant to this
          Agreement is prohibited by applicable federal or state law or
          regulation, or by any action of any federal or state regulatory
          agencies, unless Certified has obtained prior approval for such
          otherwise prohibited payment from the appropriate regulatory
          authority, Certified shall not be obligated to make such payments
          under this Agreement.

      15. GOVERNING LAW.  The validity, interpretation, construction and
          -------------
          performance of this Agreement will be governed by and construed in
          accordance with the substantive laws of the State of California,
          without giving effect to the principles of conflict of laws of such
          State.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed as of the date set forth below.

CERTIFIED GROCERS OF CALIFORNIA, LTD.

By: _____________________________________

Name:

Title:

Agreed to this ______ day

of _______________, 1997.

________________________________________
Charles J. Pilliter

1490 Boulder Creek Court
Manteca, California 95336

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