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                                                                 EXHIBIT 10.22.1



                              EMPLOYMENT AGREEMENT


        This Employment Agreement ("Agreement") is made effective June 1, 2000,
by and between STATER BROS. MARKETS, a California corporation, hereinafter
referred to as "Employer" and A. Gayle Paden, hereinafter referred to as
"Employee". Employer and Employee are sometime herein referred to as "party" or
collective as "parties".

                                    RECITALS

        This Agreement is made with reference to the following facts:

        A. Employee has been employed by Employer in various capacities for more
than thirteen (13) years, and currently is serving as Group Senior Vice
President - Administration.

        B. Employer desires to obtain the continued services of Employee as
Group Senior Vice President - Administration.

        C. Employee is willing to continue serving as Group Senior Vice
President - Administration of Employer upon the terms and conditions hereinafter
set forth.

        NOW, THEREFORE, the parties hereby agree as follows:

        1. Employment. Employer hereby engages Employee and Employee hereby
accepts employment with Employer as Group Senior Vice President -
Administration.

        2. Term. The term of this Agreement shall commence on the date hereof
and unless sooner terminated pursuant to Paragraph 8 hereof shall continue
through November 6, 2001, the date of Employee's 65th birthday, which is
Employer's normal retirement age.

        3. Duties. Employee shall assume and perform such reasonable
responsibilities and duties as may be ordinarily performed by a Group Senior
Vice President - Administration, and/or such other duties as may be assigned by
the Chairman and Chief Executive Officer and/or President of Employer. Such
duties shall be performed in the Southern California area and, without his
written consent, Employee shall not be required to perform his duties at a
location outside of a thirty (30) mile radius from the existing company
headquarters at 21700 Barton Road in Colton, California.

        4. Compensation.

               4.1 Salary. Employee shall be entitled to a basic salary in an
amount equal to that which Employee is currently receiving from Employer.
Employee's basic salary may be increased on April 1 of each year during the term
of this Agreement in an amount, if any, determined by Employer's Chairman and
Chief Executive Officer or the Board of Directors.

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               4.2 Bonus. In addition to Employee's basic salary, Employee shall
be entitled to receive such incentive and performance bonuses as may have been
earned by Employee but not yet paid by Employer as of the date of this
Agreement. In addition, Employee shall be entitled to receive from Employer such
incentive and performance bonuses as may be consistent with Employer's bonus
policy for senior officers as the same may exist from time to time, but not less
than that which would have been earned under the terms of Employer's bonus
policy for senior officers existing as of the date of this Agreement.

               4.3 Additional Benefits.

                      4.3.1 Business Expenses. Employee shall be entitled to
reimbursement for reasonable and necessary expenses incurred by Employee in the
performance of his duties; provided, however, all such expenses shall be
substantiated and in accordance with reasonable standards established from time
to time by Employer's Board of Directors.

                      4.3.2 Company Car. Throughout the term of this Agreement,
Employee shall be entitled to the exclusive use of a company car of at least the
same type and quality as that furnished to Employee as of the date of this
Agreement. Employer shall replace such company car from time to time with new
vehicles, such that the company car provided to Employee shall at no time be
older than two (2) years. All expenses of maintenance, operation and insurance
shall be paid by Employer or reimbursed by Employer to Employee.

                      4.3.3 Benefits Generally Offered. In addition to any other
compensation or benefits to be received by Employee pursuant to the terms of
this Agreement, Employee shall be entitled to participate, to the extent
allowable in accordance with his status, in all employee benefits offered from
time to time by Employer to its senior officers, including, without limitation,
pension plans, profit sharing plans, group life insurance, group health
insurance and group disability insurance.

        5. Vacation and Sick Leave. Employee shall be entitled to a paid
vacation of four (4) weeks annually. In addition, Employee shall be entitled to
paid time off for personal illness in accordance with Employer's policy for such
leave as the same may exist from time to time.

        6. Devotion of Time. Employee shall devote his full time, attention and
energies to the business of Employer allowing time off for illness and vacation.
Notwithstanding the foregoing, Employee may engage in other personal business so
long as the performance of such activities do not interfere with the efficient
and timely performance of Employee's duties hereunder.

        7. Restrictive Covenants.

               7.1 Non-Competition. During the term of Employee's employment
under this Agreement, Employee shall not own or have any interest directly in,
or act as an officer, director, agent, employee or consultant of, or assist in
any way or in any capacity, any



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person, firm, association, partnership, corporation, or entity which shall be
competitive with the supermarket business then engaged in by Employer, in any
area where Employer engages in business. The restrictions of this Paragraph
prohibiting ownership in a competitive business shall not apply to (i) any
ownership or interest held by Employee at the time of execution of this
Agreement, (ii) any ownership of publicly traded stock, or (iii) any investment
in real property (whether made directly or through the vehicle of a partnership,
corporation, investment trust or other entity), notwithstanding the fact that a
supermarket in competition with Employer might be a lessee of some or all of
such real property.

               7.2 Delivery of Records. Upon termination of Employee's
employment with Employer, Employee shall deliver to Employer all books, records,
lists of suppliers and customers, samples, price lists, brochures and other
property belonging to Employer or developed in connection with the business of
Employer.

               7.3 Confidentiality. Except in the course of Employer's business,
Employee shall not at any time during or after his employment with Employer,
reveal, divulge or make known to any person, firm or corporation any
confidential knowledge or information or any confidential facts concerning any
suppliers, customers, methods, processes, developments, schedules, lists or
plans of or relating to the business of Employer and will retain all
confidential knowledge and information which he has acquired or which he will
acquire during his employment therewith relating to such suppliers, customers,
methods, processes, developments, schedules, lists or plans and the business of
Employer for the sole benefit of Employer, its successors and assigns; provided,
however, that this restriction shall not apply to any knowledge, information or
fact held by or known to Employee which is generally available from sources
other than Employee or which was acquired by Employee other than in his capacity
as Employee.

               7.4 Reasonableness. In the event any court shall finally hold
that the time or territory or any other provision of this Paragraph 7
constitutes an unreasonable restriction against Employee, the provisions hereof
shall not be rendered void but shall apply as to such time, territory and other
provision to such extent as such court may judicially determine or indicate
constitutes a reasonable restriction under the circumstances involved.

               7.5 Survival. The provisions of this Paragraph 7 shall survive
the termination of the term of this Agreement and shall run to and inure to the
benefit of Employer, its successors and assigns.

        8. Termination.

               8.1 Termination at Will. Employee's employment under the terms of
this Agreement may be terminated at any time by either party upon ninety (90)
days written notice to the other party.

               8.2 Termination for Cause.

                      8.2.1 Employee's employment under the terms of this
Agreement may be terminated immediately, at the option of Employer, if Employee
defaults in the



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performance of any material covenant, agreement, term or provision of this
Agreement to be kept, observed or performed by him, and such default continues
for a period of thirty (30) days after written notice from Employer, which
notice shall describe the default with particularity.

                      8.2.2 Employee's employment under the terms of this
Agreement may be suspended without pay immediately, at the option of Employer,
in the event that criminal charges involving a felony of moral turpitude should
be filed against Employee. In the event Employee is convicted of such crime,
such suspension shall automatically become a termination for cause. In the event
that Employee is acquitted of such crime, or in the event such charges should be
dismissed, such suspension shall be terminated and employee shall be reinstated
retroactively.

        9. Payments upon Termination of Employment.

               9.1 Payments to Employee. IN THE EVENT OF THE CESSATION OF
EMPLOYEE'S EMPLOYMENT PRIOR TO THE EXPIRATION OF THE TERM OF THIS AGREEMENT,
EMPLOYER SHALL PAY TO EMPLOYEE THE AMOUNTS SET FORTH IN THIS PARAGRAPH 9
BIWEEKLY THROUGHOUT THE BALANCE OF THE TERM OF THIS AGREEMENT; PROVIDED,
HOWEVER, THAT EMPLOYER SHALL HAVE NO OBLIGATION TO PAY ANY AMOUNTS WHATSOEVER
UNDER THE PROVISIONS OF THIS PARAGRAPH 9 IF EMPLOYEE: (a) IS TERMINATED BY JACK
H. BROWN IN HIS CAPACITY AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND/OR
PRESIDENT OF EMPLOYER; (b) IS TERMINATED BY EMPLOYER'S BOARD OF DIRECTORS WITH
THE CONCURRENCE OF JACK H. BROWN IN HIS CAPACITY AS CHAIRMAN AND CHIEF EXECUTIVE
OFFICER AND/OR PRESIDENT OF EMPLOYER; (c) VOLUNTARILY TERMINATED HIS EMPLOYMENT
DURING SUCH TIME AS JACK H. BROWN MAY BE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
AND/OR PRESIDENT OF EMPLOYER; (d) IS TERMINATED FOR CAUSE, AS THAT TERM IS
DEFINED IN PARAGRAPH 8.2 HEREOF; OR (e) IF UPON A CHANGE OF CONTROL, EMPLOYEE
ACCEPTS A RENEWAL OF THE TERM OF THIS AGREEMENT AND THEREAFTER VOLUNTARILY
TERMINATES HIS EMPLOYMENT.

                      9.1.1 Calculation of Payments. The first twenty-six (26)
payments to be made pursuant to the terms of this Paragraph 9 shall be in an
amount equal to 1/26th of the greater of (i) the average of the annual total
compensation (including, but not limited to, salary and bonus) paid by Employer,
its affiliates and/or successors to Employee during the three (3) year period
immediately preceding Employee's termination of employment hereunder, or (ii)
the amount of Employee's total compensation (including, but not limited to,
salary and bonus) paid by Employer, its affiliates and/or successors to Employee
during the twelve (12) month period immediately preceding Employee's termination
of employment. Thereafter, the biweekly payments shall increase annually in
accordance with Subparagraph 9.1.2.

                      9.1.2 Annual Increases. On each anniversary of Employee's
termination from employment, any remaining amounts to be paid during the next
year pursuant to this Paragraph 9 shall be increased to an amount equal to one
hundred ten percent (110%) of the amounts required to be paid by Employer
hereunder under the provisions of this Paragraph 9 during the preceding year.



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               9.2 Payments Upon Death. In the event of the death of Employee,
Employer shall nonetheless pay to the estate of Employee, or in such other
manner as Employee may designate in writing to Employer, all sums which would
otherwise have been paid to Employee under this Paragraph 9 for the balance of
the term of this Agreement. For purposes of funding this obligation to make
payments upon Employee's death, Employer may purchase and hold such life
insurance policies on the life of Employee as may be appropriate; provided,
however, that if the total funds available to Employer under the terms of such
life insurance policies exceed the amount which would otherwise be payable to
Employee by Employer under the terms of this Paragraph 9, Employer's payment
obligation under this Paragraph 9 shall be increased to the total amount
received by Employer under such insurance policies.

               9.3 Termination of Payments. All payments due Employee under this
Paragraph 9 shall cease in the event Employee is employed to perform management
services for compensation for any supermarket chain located in any area where
Employer engages in the supermarket business.

        10. Prior Agreements. All prior employment agreements between Employer
and Employee are hereby superseded and any such agreement or agreements shall be
of no further force or effect.

        11. Personal Nature. This Agreement is personal, and is entered into
based upon the singular skill, qualifications and experience of Employee.
Employee shall not assign this Agreement or any rights hereunder without the
express written consent of Employer.

        12. Notices. Any and all notice or other communications required or
permitted by this Agreement or by law to be given by any of the parties hereto
shall be in writing and shall be deemed duly served and given when personally
delivered to the party to whom such notice or communication is directed or, in
lieu of such personal service, when deposited in the United States mail,
certified, return receipt requested, postage prepaid, addressed as follows:

                      Employer                         Employee

                      Stater Bros. Markets             A. Gayle Paden
                      21700 Barton Road                _________________
                      Colton, CA  92324                _________________

               Each party may change the address for notice hereunder by giving
written notice of such change in the manner provided for in this Paragraph.

        13. Good Faith. All approvals required to be given by each party shall
be given or denied in good faith and may not be unreasonably denied. Each party
shall use due diligence in its attempt to accomplish any act required to be
accomplished by that party.

        14. Attorneys' Fees. In the event that it should become necessary for
any party to bring an action, including arbitration, either at law or in equity,
to enforce or interpret the



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terms of this Agreement, the prevailing party in such action shall be entitled
to recover its reasonable attorneys' fees as a part of any judgment therein, in
addition to any other award which may be granted.

        15. Applicable Law/Venue. This Agreement shall be construed and
interpreted in accordance with the internal laws of the State of California,
with proper venue for any litigation or arbitration in San Bernardino County,
California.

        16. Integrated Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter of this Agreement.

        17. Heirs and Assigns. Subject to any restriction on assignment
contained herein, this Agreement shall be binding upon and shall inure to the
benefit of the respective party's heirs and assigns.

        18. Severability. Any provision in this Agreement which is illegal,
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without invalidating the remaining provisions hereof or affecting the legality,
validity, or enforceability of such provision in any other jurisdiction. The
parties hereto agree to negotiate in good faith to replace any illegal, invalid
or unenforceable provision of this Agreement with a legal, valid and enforceable
provision that, to the extent possible, will preserve the economic bargain of
this Agreement, or otherwise to amend this Agreement, including the provision
relating to choice of law, to achieve such result.

        19. Indemnity. Employer shall indemnify and hold Employee harmless from
and against any and all loss, cost, liability and damage (including attorneys'
fees) arising out of or connected with, or claimed to arise out of or to be
connected with, any act performed or omitted to be performed under this
Agreement, unless it be shown that the act or omission was not in good faith, or
in the event of criminal proceedings that Employee had reasonable cause to
believe his conduct was unlawful. An adverse judgment or plea of nolo contendere
shall not create a presumption that Employee did not act in good faith or that
he had reasonable cause to believe his conduct was unlawful. Expenses incurred
in defending a civil or criminal action shall be paid by Employer upon receipt
of an undertaking by or on behalf of the Employee to repay such expense if it is
later determined that Employee was not entitled to indemnification.

        This Agreement is executed to be effective as of the date first above
set forth.

                                            Employee



                                            ------------------------------------
                                            A. Gayle Paden



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                                             Employer

                                             Stater Bros. Markets,
                                             a California corporation



                                             By:
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                                                Jack H. Brown, President and
                                                Chief Executive Officer



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