Exhibit 10.49



FIRST AMENDMENT TO PURCHASE AND SALE

AGREEMENT WITH JOINT ESCROW INSTRUCTIONS



This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the Amendment) is made as of July 31, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the
Seller), and THE ALAMO GROUP, INC., a California corporation (the Buyer), who agree as follows:



1. Recitals. This Amendment is made with reference to the following facts and circumstances:



(a) The Seller and the Buyer are parties to a Purchase and Sale Agreement With Joint Escrow Instructions made as of June 19,
2003 and an Addendum to Purchase and Sale Agreement With Joint Escrow Instructions made as of June 25, 2003 (collectively, the Agreement).



(b) The Seller and the Buyer desire to amend the Agreement to extend the Cancellation Period (as defined in the Agreement) during which the
Buyer may elect to cancel all or a portion of the transaction and during which the Seller may elect to sell some or all of the Category B Locations (as defined in the Agreement) to a third party.



2. Amendment. The first sentence of Section 7.1 of the Agreement is amended to read as
follows:



Buyer will have the option, in its
sole discretion, to cancel the transaction contemplated hereby and terminate this Agreement as to all (but not less than all) of the Category A Locations and/or all (but not less than all) of the Category B Locations by the giving of written notice
of cancellation at any time following the opening of the Escrow and on or before August 15, 2003 (the Cancellation Period).



3. Agreement Remains in Effect. Except as amended by this Amendment, the Agreement remains unmodified and in full force and effect.



The parties have caused this Amendment to be duly executed by their
respective duly authorized officers or agents as of the date first set forth above.



|UNIFIED WESTERN GROCERS, INC., a California corporation |  |                              |  | THE ALAMO GROUP, INC., a
California corporation
|------------------------------------------------------- |  | ---------------------------- |  | -----------------------------------------------
|                                                        |  |                              |  |                                                
|By:                                                     |  | /s/    ROBERT M. LING,
JR.   |  |                                                
|                                                        |  | Robert M. Ling, Jr.          |  |                                                
|                                                        |  | Executive Vice President and |  |                                                
|                                                        |  | Corporate Secretary          |  |                                                
|                                                        |  |                              |  |                                                
|By:                                                     |  | /s/    GARY C.
HAMMETT       |  |                                                
|                                                        |  | Gary C. Hammett              |  |                                                
|                                                        |  | Vice President - Real Estate |  |                                                
|                                                        |  |                              |  |