Wild Oats Markets Inc – ‘8-K’ for 6/14/02 – EX-99

On:  Monday, 7/1/02, at 4:48pm ET   ·   For:  6/14/02   ·   Accession #:  950172-2-1471   ·   File #:  0-21577

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AGREEMENT FOR DISTRIBUTION OF PRODUCTS    

   This Agreement for Distribution of Products, dated June 14, 2002,
is between Wild Oats Market, Inc. ("WO") and Tree of Life, Inc. and its         
subsidiaries, including but not limited to Liberty Richter and Gourmet          
Awards Foods (collectively "TOL").                                              

RECITALS    

  A.   WO operates certain retail supermarket stores in the United
States which are primarily engaged in the sale of natural and organic           
products (the "Stores").                                                        

      B.   The parties desire to enter into an agreement pursuant to which
TOL shall provide, sell and distribute to WO, its Stores and wholesale          
locations, and WO shall buy, the goods and services specified below on the      
terms set forth below.                                                          

AGREEMENT     

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

    1. Agreement Term; Purchasing Level. (a) This Agreement shall have
an initial term (the "Term", which shall include all extensions thereof)        
effective upon execution hereof (the "Effective Date") and running through      
August 31, 2005, and shall continue thereafter on the same terms and            
conditions until terminated in accordance with Section 18 of this Agreement.    

  (b) Except as may be adjusted by this Agreement, the pricing and
other terms provided by TOL shall be conditioned on a minimum twelve            
months' net run rate by WO of [CONFIDENTIAL](1) for each 12 months commencing   
from September 1, 2002; if TOL begins distribution prior to September 1,        
2002, the cost of those early purchases shall be added to the first 12          
months' total purchases. "Net run rate" shall have the same meaning as          
"Total Purchases" under Section 16 below.                                       

    2. Distribution Arrangement. (a) Commencing September 1, 2002 (the
"Commencement Date"), TOL shall be the primary wholesale distributor to WO      
of (i) specialty grocery items, (ii) natural and organic packaged grocery       
products, (iii) frozen products, (iv) bulk products, (v) fitness, vitamins,     
supplements, body care and other health and beauty aid products and (vi)        
selected dairy products (but excluding produce, meat, seafood, cheese, food     
service products, mercantile and other categories not specifically              
identified above) either (A) not purchased directly from manufacturers or       
(B) for which WO currently does not have an existing contractual obligation     
to purchase which continues after the Commencement Date (the "Products"),       
which contracts are set forth on Exhibit A attached to and made a part of       
this Agreement, for all WO Stores, and all such new Stores acquired or          
opened by WO during the Term, subject to the limitations set forth below.       
Upon expiration of the then current term of any and all existing contracts      
listed on Exhibit A to this Agreement, WO shall not renew or extend the         
same during the Term.                                                           

____________________                                                            
(1)  Confidential Treatment has been requested for the redacted portion.        
The confidential, redacted portions have been filed separately with   
the SEC.                                                              

  (b) "Primary" for purposes of this Agreement shall be defined as
not purchasing from any other wholesale distributor or distributors either      
singly or in the aggregate (sometimes referred to as a "secondary               
distributor") more than 10% (the "Secondary Percentage") of WO's total          
annual cost of items in the aggregate defining the "Products" above. For        
the purposes of calculating the Secondary Percentage, purchases from            
secondary distributors shall not include purchases from                         
vendors/manufacturers who sell direct to retailers or purchases (whether or     
not in form made through distributors) by WO from any wholesale distributor     
owned by, owning or co-owned with WO. For purposes of the foregoing, the        
beneficial ownership of a 30% or more interest in a distributor shall be        
deemed "ownership." In addition, if WO determines that the level of Product     
deliveries by TOL is materially insufficient, in WO's reasonable business       
judgment, and has not arisen out of WO's breach of its obligations under        
this Agreement, vendor out-of-stocks, out-of-stocks caused by                   
discontinuation of Product by WO, TOL or the vendor, or sell out of             
promotional ad quantities ordered by WO, or Force Majeure events, upon          
notice to TOL including all specific items proposed to be purchased from a      
secondary distributor (the "Affected Products Notice"), then upon               
[CONFIDENTIAL](2) days' prior written notice to TOL by WO and TOL's failure     
to cure the insufficiencies within such period of time, WO may purchase         
goods from a secondary distributor without being required to terminate          
purchasing on a regional or nationwide basis from TOL to the extent of the      
affected goods and such additional goods as WO reasonably believes are          
necessary to purchase to secure a reasonable economic transaction without       
the limitation imposed by this subsection until such time as TOL corrects       
the performance problems or the Agreement is terminated; provided that,         
during such period that WO is permitted to so purchase, Section 12(b) shall     
not apply as to the specific Products purchased by WO from another              
distributor. WO agrees that at such time as TOL provides written assurances     
to WO that TOL has cured any performance problems identified in the notice      
from WO, WO shall resume purchasing the Products purchased from the             
secondary distributor within 14 days thereafter, provided TOL has corrected     
the performance problems at such time. To the extent WO acquires Stores or      
another entity during the Term where such Stores have a preexisting binding     
obligation to another distributor, WO shall not be obligated to transfer        
the purchasing of Product for such Stores to TOL unless and until such          
obligation expires, after which the Stores shall be subject to all of the       
provisions of this Agreement, including those set forth in Section 2(d)         
below. Notwithstanding the foregoing, in the event of a termination of this     
Agreement by either party for any reason, the obligation of WO not to           
purchase more than 10% from a secondary distributor shall terminate not         
more than [CONFIDENTIAL](3) days prior to the date of Agreement termination,    
to allow WO to have an orderly transition of distribution responsibilities      
to another distributor; provided that all contract conditions shall             
continue to apply to all Products carried by TOL exclusively for WO and for     
promotional product quantities purchased for WO.                                

____________________                                                            
(2)  Confidential Treatment has been requested for the redacted portion.        
The confidential, redacted portions have been filed separately with   
the SEC.                                                              

(3)  Ibid.                                                                      

      (c) Notwithstanding the foregoing, nothing herein shall prohibit WO:

            (i) from purchasing items outside of the categories included
in the definition of "Products" above; or                     

             (ii) from purchasing from secondary distributors up to 10% of
  WO's total annual costs of items (in the aggregate) defining the
"Products" for such Stores; or                                

            (iii) from purchasing from vendors or manufacturers who have
      historically sold direct to WO or who customarily (whether as of the
    Effective Date or in the future) sell direct to retailers (whether
or not through distributors).                                 

 (d) Notwithstanding the limitation set forth above, WO also may
cease to purchase from TOL (x) in one region or (y) on a nationwide basis       
(but only if WO has previously ceased purchasing in one region pursuant to      
this provision at least 60 days prior to the nationwide termination), if,       
in WO's reasonable business judgment:                                           

            (A) the quality of service provided by TOL in the region
         or on a nationwide basis, as applicable, is below the
     level specified in this Agreement or specified on
             Exhibits B, T or V attached hereto, and TOL has failed to
            remedy the service problems after 30 days' prior written
notice by WO;                               

          (B) TOL fails to meet the OOS Performance Criteria set
   forth in Section 12 below in the region or on a
nationwide basis, as applicable;            

        (C) TOL is unable, after 10 days' written notice and
         opportunity to cure, to meet regional or national, as
          applicable, delivery requirements to the Stores as set
            forth in this Agreement, including on Exhibit C attached
          hereto , as such may be amended by mutual agreement of
            the parties from time to time, including but not limited
             to hours and days of delivery, delivery routes, condition
       of Products, or execution of bills of lading at the
        Store, provided it has been given reasonable advance
notice of any unusual requirements;         

           (D) TOL or its agents fail or refuse to comply with any
       regional or national, as applicable, limitations or
             guidelines regarding deliveries as set forth on Exhibit D
             attached hereto, as such shall be amended by WO from time
     to time upon WO becoming aware of such changes or
      additions to such limitations or guidelines (e.g.,
    municipal, residential or property owner imposed
      restrictions on delivery hours, parking of trucks,
    delivery routes, unacceptable levels of noise in
    residential areas, etc.), and fails to cure such
        noncompliance within five days of receipt of written
notice from WO; or                          

         (E) on a regional or nationwide basis, as applicable,
the [CONFIDENTIAL].(4)                      

 (e) TOL shall have a first right of refusal to distribute to WO
the excluded Products contained in the categories listed in Exhibit E           
attached to this Agreement. WO shall provide to TOL [CONFIDENTIAL](5) days'     
prior written notice of each bona fide offer of a third party to distribute     
any or all of the Exhibit E Products which WO desires to accept, which          
notice shall detail the terms and conditions of such offer and the identity     
of the offerer. If, within [CONFIDENTIAL](6) days of its receipt of such        
written notice, TOL commits in writing to distribute the estimated quantity     
of Product to WO Stores in the specified region on the delivery and other       
basis set forth in this Agreement, at a price at or below that offered,         
with competitive services, for the market basket of products included in        
the right of first refusal by the third party, WO shall allow TOL to            
distribute the Products to WO and such Products shall be included on the        
APL (as defined below). If TOL does not elect to distribute Products under      
this Section 2(e), WO may buy the Products from the third party on the          
terms and conditions set forth in the bona fide offer from the third party.     
If WO buys the Products from the third party, such Products shall not be        
included in the calculation of the Secondary Percentage.                        

___________________                                                             
(4)  Confidential Treatment has been requested for the redacted portion.        
The confidential, redacted portions have been filed separately with   
the SEC.                                                              
(5)  Ibid.                                                                      
(6)  Ibid.                                                                      

  (f) Commencing September 1, 2002, WO will purchase, and TOL will
sell, Products at net prices, quantities and upon the other terms and           
conditions set forth herein.                                                    

   3. Products. (a) Authorized List. Attached hereto as Exhibit F is
the initial Authorized Product List ("APL"), which, as modified from time       
to time, will be the complete list of the only Products authorized to be        
distributed to the Stores by TOL. WO shall have final determination of          
items on the APL in the event of dispute between the parties regarding the      
items on the APL, provided that WO agrees to eliminate non-performing Stock     
Keeping Units ("SKUs") from the present list of SKUs provided to WO by its      
distributors (as opposed to direct sales from retailers) of Products            
carried by WO in the Stores. Either party can request the deletion of           
Products based on "nonperformance", which is defined as slow moving             
products with sales ranging in the bottom 10th percentile of WO's total         
annual sales of Product in the applicable category of Products under the        
APL, and each party agrees that its consent to the deletion of                  
nonperforming Products identified by the other party shall not be               
unreasonably withheld. The cost of (i) any Products deleted from the APL at     
the request of TOL, and (ii) any Products not included within the APL at        
the request of TOL or deleted from the APL under (b)(iii) below shall not       
be included in the calculation of the Secondary Percentage.                     

(b) APL Additions and Deletions.                              

          (i) WO may require the addition of Products to the APL
 upon written notice to TOL specifying the Products to be added,
   the Stores designated to purchase such Products and the estimated
weekly purchases of the Products by the designated Stores;    
provided, however, that Products will not be added to the APL 
   until adequate inventory of the Product shall be available in all
TOL servicing divisions, as determined by TOL, based on the   
 estimated weekly purchases provided by WO. At the time WO gives
  notice to TOL adding Products to the APL, TOL shall notify WO if
the added Products will be carried by TOL exclusively for WO. 
Notwithstanding the foregoing, all Products identified for    
addition to the APL shall be added to the APL within          
 [CONFIDENTIAL](7) days after receipt of written notice of their
    addition from WO. If TOL does not have such new Products available
 for distribution to WO Stores within [CONFIDENTIAL](8) days for
   other than Force Majeure events, WO may include orders of the new
    Products for purposes of the calculation under Section 12(b) below
   and such other obligations of TOL hereunder regarding delivery of
Products.                                                     

             (ii) WO shall designate those Stores to purchase any item
  added to the APL in the notice described in (i) above. WO agrees
to achieve distribution to all of the designated Stores within
  [CONFIDENTIAL](9) days of notice from TOL that the added item is
available to all designated Stores.                           

     (iii) Items may be removed from the APL by mutual
agreement. The parties shall review the APL quarterly for     
  determination of items that should be removed from the APL based
on insufficient sales volume. WO agrees to purchase, over time
    (based on WO orders of such Products from time to time), but in no
      event later than [CONFIDENTIAL](10) days of deletion of the Products
  from the APL, all remaining inventory deleted from the APL by WO
consisting of (A) WO Private Label Products, and (B) Products 
carried by TOL exclusively for WO at WO's request.            

___________________                                                             
(7)    Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(8)    Ibid.                                                                    
(9)    Ibid.                                                                    
(10)   Ibid.                                                                    

            (iv) TOL will carry any WO Private Label requested by WO
   provided that the Product sells well enough to avoid issues under
    the Code Date Policy and any other movement policy or criteria set
    forth herein. TOL shall not discontinue handling of any WO Private
   Label products, regardless of the amount of Private Label Product
   carried by TOL or sold by WO, unless requested by WO. "WO Private
 Label Products" shall mean those products that Wild Oats offers
from time to time in its Stores under the labels set forth on 
Exhibit G to this Agreement, as such may be amended by WO from
   time to time. TOL covenants not to sell, and to take commercially
reasonable efforts to prevent the sale of any WO Private Label
 Products by TOL to any distribution network, stores, or persons
   not approved in advance by WO. TOL agrees to fully cooperate with
   WO in any investigation and litigation originated by WO over such
    unauthorized sales. TOL shall bear the cost of retrieval of any WO
Private Label Product sold in unauthorized sales by TOL.      

             (v) If either party requests deletion from the APL of any
  Product and the other party agrees to deletion of such item, the
    requesting party shall indemnify the other party from the costs of
the return to the manufacturer or failure to pay by the       
  manufacturer of: (A) any bill backs (manufacturer direct rebate)
   or charge back issued by TOL (contribution by the manufacturer to
    any ad costs, funds or campaigns for such Product); (B) coupons or
rain checks issued by manufacturer or WO or TOL; and (C) store
credits (credits for damaged goods, out of stock Product,     
   demonstration costs agreed to by the manufacturer) issued for the
   deleted Product; provided that, so long as the deleted Product is
not a Product carried by TOL exclusively for WO, if the       
non-requesting party sells, or arranges for the sale of, the  
deleted Products within a reasonable period of time to another
customer, then the non-requesting party shall not have any    
indemnification or reimbursement obligation under this Section
3(b)(v) for those deleted Products that have been sold. It is 
understood that if WO requests the deletion of any Product, WO
    shall purchase from TOL: (1) all inventory of such deleted Product
 that constitutes WO exclusive Products; and (2) that portion of
the inventory of such deleted Products that are non-exclusive 
  Products that exceeds the volume that TOL can reasonably sell to
other customers before such deleted Products reach their      
expiration date.                                              

            (vi) TOL will provide WO with existing single pick items
   ("eaches") on the APL and other additions reasonably requested by
  WO or an order quantity suitable to item turnover at retail. TOL
  will accommodate WO in distributing eaches at no additional cost
to WO Stores.                                                 

(c) TOL Consumer Label.                                       

          (i) Provided TOL provides the funds specified in (iii)
below, WO shall carry those of the TOL consumer label products
    ("TOL Consumer Label Products") from the list set forth on Exhibit
H to this Agreement that WO elects to carry as a second tier  
    private label brand in the Stores, provided the TOL Consumer Label
Products meet all of WO product standards as reasonably       
 established from time to time by WO and based on store-by-store
  assortment. WO's current Standards are set forth on Exhibit I to
this Agreement. Nothing shall require WO to carry any specific
SKUs or amounts of any TOL Consumer Label Products.           

(ii) TOL warrants and represents to WO that:  

              (A) TOL is not subject to, nor is it aware of any pending or
              threatened order, injunction or other action from any local,
    state or federal governmental agency regarding the
             manufacturing processes or purity of any TOL Consumer Label
Products;                                     

             (B) TOL owns all rights to the TOL Consumer Label Products,
     and the recipes, formulae and processes used in the
        manufacture of the TOL Consumer Label Products are the
          proprietary information of TOL, or TOL has all necessary
             licenses and other rights to produce the TOL Consumer Label
Products for resale to WO;                    

          (C) TOL's manufacture and sale of the TOL Consumer Label
             Products as contemplated by this Agreement does not violate
             any license to which TOL is a party, nor does it constitute
       a breach of any confidentiality or proprietary rights
             agreement or a violation of any patent or trademark held by
       any third party of which TOL has knowledge. Exhibit K
              discloses all actions of which TOL has knowledge relating to
        the foregoing, including one infringement of trademark
            action alleged against TOL. TOL denies any infringement as
asserted by such action;                      

             (D) the TOL Consumer Label delivered to WO are, at the time
             of such delivery, merchantable, in full compliance with and
           not adulterated or misbranded under the Federal Food Drug
             and Cosmetic Act, as amended (the "Act") and all applicable
    federal, state and local regulations governing the
            manufacture of products for consumption. If available, TOL
             shall pass along all warranties of the manufacturers of the
            Products made to TOL, if any (including without limitation
             any warranties required under the Act), so that WO shall be
entitled to the benefit of such warranties;   

              (E) the TOL Consumer Label Products shall not be mislabeled,
             and shall comply with all federal, state and local labeling
        requirements applicable to the specific Products being
labeled;                                      

             (F) TOL shall provide at least 90 days prior written notice
    of its intent to modify the recipe, ingredients or
           specifications of the TOL Consumer Label Product prior to
implementing any changes;                     

             (G) TOL shall provide at least 90 days prior written notice
           of likely shortages of ingredients of which TOL is aware,
        the absence of which would decrease TOL Consumer Label
Product availability;                         

          (H) any TOL Consumer Label Products labeled as "organic"
          shall meet all organic certification requirements of the
  U.S. Department of Agriculture, as and when such
            requirements become effective, and of any applicable state
              or local requirements in the state in which the Products are
     produced, and TOL shall provide to WO all necessary
         documentation reasonably requested by WO to demonstrate
           compliance with such federal, state and local regulations
relating to organic production.               

         (iii) TOL will provide appropriate marketing and demo
  funding to support the program consistent with Exhibit J hereto.

4. Pricing. (a) Pricing of Products. TOL price for each of the
Products shall be as set forth on or determined pursuant to Exhibit L           
separately bound as an Exhibit hereto.                                          

(b) Modification of Pricing.                                  

         (i) The parties agree to meet quarterly to review the
in-bound freight rates set forth in Exhibit M and, upon mutual
    agreement based on a modification in freight charges, shall modify
the freight charges.                                          

      (ii) TOL may only increase the prices for Products
   referenced in this Section 4 if there is an actual per item price
increase from the manufacturer. Price increases shall only be 
      effective after [CONFIDENTIAL](11) days' prior written notice to WO.
  TOL shall reduce or increase the prices for Products if there is
    an actual per item price decrease or increase, as applicable, from
the manufacturer in accordance with manufacturer deal periods.
   Price decreases shall be effective within [CONFIDENTIAL](12) days
from the reduction in pricing by the manufacturer to TOL. All 
   published vendor deals (advertised to wholesalers and retailers),
 as well as all free merchandise (other than samples), temporary
price reductions, pricing and promotional discounts, credits, 
allowances [CONFIDENTIAL](13) will be passed dollar for dollar
directly to WO as and when received by TOL as a reduction in  
   pricing based on vendor performance requirements being met by TOL
    or WO, as applicable, with the exception of TOL's or WO's new item
set up policies, which will be mutually supported.            

(c) Freight Costs to the Stores.                              

         (i) WO shall pay a freight charge for delivery of
  Product from each TOL DC to the Stores. The freight charge shall
be in accordance with Exhibit N attached to this Agreement.   
Freight will be billed to WO headquarters separately from the 
invoice delivered to the Stores for the cost of the Product   
delivered.                                                    

        (ii) TOL agrees to open as fully operational a DC in
  Denver, Colorado within [CONFIDENTIAL](14) from the Commencement
      Date. If TOL has not completed the DC within such [CONFIDENTIAL](15)
    period, but is diligently pursuing completion of the center at the
end of [CONFIDENTIAL](16), TOL shall have an additional       
     [CONFIDENTIAL](17) to complete the center. If TOL has not completed
the DC within [CONFIDENTIAL](18), but is diligently pursuing  
      completion of the center at the end of [CONFIDENTIAL](19), with WO's
consent, not to be unreasonably withheld, TOL shall have an   
additional [CONFIDENTIAL](20) to complete the center.         

___________________                                                             
(11)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(12)   Ibid.                                                                    
(13)   Ibid.                                                                    
(14)   Ibid.                                                                    
(15)   Ibid.                                                                    
(16)   Ibid.                                                                    
(17)   Ibid.                                                                    
(18)   Ibid.                                                                    
(19)   Ibid.                                                                    
(20)   Ibid.                                                                    

         (iii) WO shall have the right, at its election at any
   time, to assume responsibility for transportation of Product from
  any TOL DC (on a center-by-center basis) to the Stores; provided
    that WO reimburses TOL for all reasonable runoff costs arising out
of (A) equipment leases entered into by TOL to the extent they
apply to vehicles affected by such election and used for      
transportation of Products to WO Stores or (B) termination of 
contractual obligations entered into by TOL for vehicles to be
  used for transportation of Product within 60 days after the date
of election by WO. WO shall only pay for the runoff costs     
  pertaining to those vehicles that have been removed from service
as a result of WO's election to assume transportation         
responsibility. Such election shall be made by written notice 
   given not less than 120 days prior to the date upon which WO will
   assume the freight responsibility. At such time as WO assumes the
   transportation responsibility for Products, no additional freight
charges will be invoiced to WO from that DC for Products      
transported from that day forward.                            

    (d) Cross-Dock Billing. TOL at its option will, from time to time,
ship non-APL Product on a cross-dock basis (as opposed to "bill to, ship        
to") for WO based on the pricing schedule attached as Exhibit O to this         
Agreement. TOL shall not unreasonably withhold its consent to cross-dock        
arrangements established by WO, based on space availability per DC.             

  (e) Inclusions of Items on Invoices. WO shall send its suggested
specific Store retail pricing for the Products to TOL in a mutually             
agreeable format at mutually agreed times. TOL will print such pricing on       
all appropriate WO documents. The mechanics of such arrangement are set         
forth in Exhibit P attached to this Agreement. Each invoice from TOL for        
Product delivered to the Stores shall show TOL's pricing of the item per        
unit specified and the retail price at which WO sells the Product, as           
reflected in WO's data. If required to perform the obligations hereunder,       
the purchase price and installation cost of any cost effective hardware or      
software mutually agreed to be installed by WO to facilitate such access        
shall be equally shared by TOL and WO. TOL shall have no liability to WO        
hereunder for loss arising out of errors in WO's data.                          

 (f) The terms and conditions of this Agreement shall govern any
purchase order and shall supersede any additional or contrary terms set         
forth in any WO purchase order or any TOL acceptance, confirmation, invoice     
or other similar document.                                                      

(g) The prices in Section 4 are subject to the rebates or     
adjustments provided for in later sections of this Agreement.                   

 5. Placement of Personnel and Equipment. (a) On Site Personnel.
TOL shall commit to providing, at its cost, the following personnel at WO       
Headquarters in Boulder, Colorado, during the Term of this Agreement:           
Account Manager, Pricing/Promotional Coordinator, Space Management              
Coordinator. In addition, TOL will provide a dedicated (WO exclusive) WO        
Account Coordinator per Region (6 regions and any additional regions added      
by TOL) at each DC to participate in managing brokers/direct store vendors      
to provide reset labor to assist WO in resets resulting from category           
management, new store stocking, remodels and the like, and to provide store     
consultation regarding Product placement, and the like.                         

(b) Transition Personnel. As part of the transition of        
distribution purchasing from WO's current primary distributor to TOL, TOL       
and WO recognize that all existing shelf tags for all items on the APL must     
be replaced. TOL agrees that it will provide, at its cost, the necessary        
labor per store to retag all Products on the APL under the supervision of       
one WO employee per Store. TOL shall provide sufficient trained personnel       
to complete an average 24,000 square foot store in forty-eight (48) hours.      
All retagging activities will be subject to WO reasonable approval. The         
time table for the completion of all retagging, and the process by which        
retagging will proceed, is set forth on Exhibit R to this Agreement.            

   (c) Replacement of Personnel. All personnel supplied by TOL under
(a) and (b) above shall be reasonably satisfactory to WO. If WO requests        
the replacement of any TOL personnel for any non-discriminatory reason, TOL     
shall use commercially reasonable efforts to promptly replace such              
individuals with new, competent personnel reasonably satisfactory to WO.        

(d) Electronic Ordering Equipment. As part of the retagging   
process of existing Stores, TOL shall provide to each Store three               
electronic store order units, and shall train all department managers, the      
scanning coordinator and the designated person for order placement at Store     
level on the use of the equipment. Any malfunctioning units shall be            
repaired or replaced, at TOL's sole election, within 72 hours after TOL's       
receipt of notification by WO, provided that WO shall provide TOL with          
specific information as to any malfunctioning. TOL shall provide three, or      
more based on Store size if requested by WO, units to each new Store, and       
shall train the aforesaid new Store personnel in the use of the equipment,      
within 21 days prior to the opening of the new Store; provided that WO          
shall have given TOL 90 days' prior written notice of new Store openings to     
facilitate the programming of the equipment and the training of personnel       
and WO makes such personnel available to TOL at mutually agreed upon dates,     
times and places.                                                               

6. Product Quantity, etc.                                     

 (a) Quantities. TOL agrees to sell to WO and supply WO with APL
Products, throughout the Term of this Agreement, in the quantities ordered      
by WO in its sole discretion, subject to Section 3(b)(vi).                      

   (b) Freeze Hold of Inventory. If WO has (i) pre-ordered specified
quantities of Product for a promotional event and has given TOL the requisite   
notice in Section 8(a), or (ii) completed a forward buy negotiation with a      
manufacturer for Product meeting the requirements set forth in (c) below, and   
TOL does not have sufficient inventory of the Product to cover each WO Store    
order for the promotion or qualifying forward buy, TOL agrees that before it    
picks or ships any of the Product to any other customer, it will pick and       
ship the quantities of the Product ordered by WO. If TOL fails to freeze hold   
sufficient quantities of the Product to fully meet all of WO's orders of such   
Product, the difference between the amount ordered and amount shipped shall     
be used in determining TOL's failure to comply with its service covenants       
compliance. For inventory not falling within the definitions of (i) and (ii)    
above, if TOL has stocking issues, TOL will ship all customers on an equal      
first come, first serve basis.                                                  

    (c) Forward Buying. [CONFIDENTIAL](21) WO may forward buy not more
than a [CONFIDENTIAL](22)-day inventory of high velocity Product, subject to    
TOL space availability. TOL will notify WO of current space limitations,        
and TOL shall not unreasonably withhold its consent regarding available         
space for forward buy Product. WO shall give notice to TOL of its desire to     
make a forward buy. TOL shall, within five days of WO's notice, notify WO       
of any space limitations or timing constraints [CONFIDENTIAL](23). WO may       
rely upon the information provided in making forward buys within seven days     
thereafter. WO shall promptly confirm the completion of the forward buy,        
which confirmation shall trigger the [CONFIDENTIAL](24)-day notice under        
Section 8(a) below. TOL shall not withhold accurate information regarding       
available space at any relevant DC. WO shall be responsible for any             
expiration of Product code date for Product purchased on a forward buy. TOL     
will invoice WO monthly on the forward buy inventory held at each DC at the     
rate of [CONFIDENTIAL](25)% of the deal value (wholesale price minus            
allowance) of the inventory per DC, commencing after the first 30 days of       
storage. The balance of inventory shall be distributed to selected Stores       
by WO at the end of the forward buy.                                            

_________________                                                               
(21)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(22)   Ibid.                                                                    
(23)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(24)   Ibid.                                                                    
(25)   Ibid.                                                                    

       7. TOL Covenants Concerning Facilities; Delivery Standards. Exhibit S
sets forth the DCs operated by TOL at the current time.                         

   (a) Standards for Facilities. TOL warrants and covenants that all
TOL participating DCs will be maintained and operated in accordance with        
TOL warehousing and delivery standards, which are set forth on Exhibit T        
hereto. WO may inspect any DC during normal business hours upon reasonable      
advance notice to the designated TOL personnel, but shall not impair or         
impede the business operations of the center.                                   

(b) Covenants for Delivery.  TOL shall:                       

           (i) maintain adequate stock at each DC to meet WO Store
requirements on an individual store basis per OOS Performance 
Criteria defined in Section 12 below;                         

            (ii) receive and process WO orders only from approved WO
personnel designated in writing to TOL as listed on Exhibit U 
 attached hereto (which shall designate by title, rather than by
    name) and no other WO personnel or manufacturers, brokers or other
third parties;                                                

             (iii) at TOL's election, transport ordered Product on TOL
fleet or WO approved carriers to individual Stores. TOL shall 
comply with Delivery Performance Standards, as mutually agreed
   upon by the parties, are attached as Exhibit V to this Agreement;
and                                                           

             (iv) provide for reasonable security at its DCs. TOL will
   take reasonable measures to safeguard the Products and any trucks
and trailers used for the delivery of the Products to WO while
   such Products, trucks and trailers are on the grounds of such DC.

  (c) Code Date Policy. Products shall be distributed to WO Stores
in compliance with the Code Date Policy attached as Exhibit W to this           
Agreement related to the minimum number of days prior to expiration of the      
final code date, for perishable Products, under which such Products will be     
accepted upon delivery to the Stores.                                           

 (d) Approved Delivery Schedule. All deliveries to individual WO
Stores must be made per the Approved Delivery Schedule set forth on Exhibit     
C to this Agreement. The Approved Delivery Schedule, including delivery         
window and effective date of change, will be changed from time to time and      
agreed on by TOL's Vice President of Operations and WO Director of              
Logistics or Vice President of IT and Logistics to meet the parties'            
respective business demands. No Approved Delivery Schedule modifications        
proposed by any TOL DC or WO store level personnel will be binding unless       
agreed to in writing by the designated personnel specified above.               

  (e) Quality Standards. Products will be delivered palletized and
shrink-wrapped and meet WO's Quality Standards as to damage, rodent or          
insect presence, and other quality standards set forth in Exhibit V. In the     
event that any Product is recalled or withdrawn (the "Recalled Product"),       
TOL will use its personnel (or a third party retrieval service if TOL           
reasonably believes the recall or withdrawal will be achieved faster, at        
less expense or more efficiently) to remove any Recalled Product from the       
WO Stores and shall dispose of or return any Recalled Products as required.     
In addition to the foregoing responsibilities, TOL shall use its reasonable     
commercial efforts to cooperate with WO in removing the Recalled Product        
from the WO Stores and replenishing the Store with replacement Products.        
TOL's Recall Policy is set forth on Exhibit X to this Agreement.                

 (f) Store Receiving. All Product shipments by TOL to the Stores
must be evidenced by a Bill of Lading, in the form attached to this             
Agreement as Exhibit Y. Shipments of Product may only be acknowledged as        
received by those WO personnel approved by WO to receive such shipments         
("Receiver"), whose job categories are listed on Exhibit AA hereto. The         
Bill of Lading must be signed by both the Receiver and the driver of the        
delivery truck. WO will not be responsible for paying any invoice for a         
shipment not complying with the foregoing conditions of receipt. The            
parties shall participate in the pallet return program set forth on Exhibit     
Z to this Agreement. All pallets and totes will be Memo Billed by TOL to WO     
on each invoice, with reconciliation of billings and noncompliant Stores        
semi-annually. "Memo Billed", for purposes of this Agreement, means written     
or electronic notification of pallet and tote charges from TOL to WO for        
those pallets and totes acknowledged as received, pursuant to the pallet        
and tote return program set forth in Exhibit Z.                                 

(g) Passage of Title and Risk of Loss. Title and risk of loss 
shall pass upon delivery F.O.B. WO Stores when delivered by TOL fleet or by     
a contract hauler hired by TOL.                                                 

8. Certain Wild Oats Ordering Responsibilities.  WO shall:    

    (a) give TOL a minimum [CONFIDENTIAL](26)-day written lead time on
promotions and forward buys;                                                    

 (b) monitor TOL's performance and frequently provide timely and
detailed feedback;                                                              

    (c) provide daily item descriptions and retail price file data and
such other information as reasonably requested by TOL and as is necessary       
for TOL to meet its obligations under Section 4(c) above.                       

  (d) place phone orders only by designated WO personnel listed by
job category on Exhibit U hereto. To enable timely delivery of Products, WO     
shall place orders in a timely manner in accordance with a schedule to be       
agreed upon by the parties and attached to this Agreement as an exhibit by      
an amendment thereto. No third party orders will be honored by TOL.             

         9. Promotional and Marketing Funds; Collection from [CONFIDENTIAL](27).

(a) On a quarterly basis, WO will provide to TOL a list of    
[CONFIDENTIAL](28) (as defined below) based on WO planned demos and             
promotional advertising of [CONFIDENTIAL](29) in the following quarter, and     
[CONFIDENTIAL](30) committed participation levels in such planned demos and     
promotional ads in the next succeeding quarter. TOL agrees to pay to WO at      
the end of the following month after receipt of WO's written notice             
[CONFIDENTIAL](31) during the quarter for which notice was received. TOL and    
WO agree to reconcile any disputed amounts on a monthly basis. WO agrees to     
use the money paid to it by TOL under this paragraph to support the             
demonstration program with advance Product distribution, case stacks, and       
store sampling execution.                                                       

  (b) TOL will assist WO in the solicitation of vendor funding for
new Stores and acquired Stores (except as and to the extent excluded under      
Section 2 above) at levels requested by WO. TOL will include the total          
purchases by all participating new Stores, but not acquired Stores serviced     
by TOL for more than four months at the time of acquisition by WO, in the       
WO Volume Rebate calculation under Section 16 below.                            

   (c) WO will advertise a minimum of [CONFIDENTIAL](32) Products in
WO's ad flyer each month, provided TOL contributes, for each Product so         
advertised and each flyer in which ads run, the then-current advertising        
fees offered by WO to manufacturers for the type of ad being run by WO for      
the TOL Products. WO's current fee structure is as set forth on Exhibit BB.     
The Products selected will be included as part of the national ad program       
and Wild Buys program developed jointly by WO and TOL. WO may, at its           
election and upon notice to TOL, deduct the advertising fee from invoices       
owed to TOL after performance. The parties will review the minimum              
requirement on a quarterly basis to determine the desirability of               
increasing the minimum.                                                         

(d) [CONFIDENTIAL](33).                                       

_________________                                                               
(26)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          

(27)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(28)   Ibid.                                                                    
(29)   Ibid.                                                                    
(30)   Ibid.                                                                    
(31)   Ibid.                                                                    
(32)   Ibid.                                                                    
(33)   Ibid.                                                                    

10. Hold Harmless.                                            

  (a) TOL Indemnity. It is expressly understood and agreed that WO
shall not be liable for, and TOL shall hold WO harmless from, any               
obligations, claims, demands, losses, costs, damages, suits, judgments,         
penalties, expenses and liabilities of any kind or nature to a person not a     
party to this Agreement ("Third Party") arising directly or indirectly out of   
or in connection with this Agreement caused by TOL's negligence, willful        
misconduct or contractual breach, including but not limited to any costs,       
expenses, court costs and reasonable attorneys' fees incurred by WO by reason   
of any defense to any claims or lawsuits to which WO has been named a party.    

  (b) WO Indemnity. It is expressly understood and agreed that TOL
shall not be liable for and WO shall hold TOL harmless from any obligations,    
claims, demands, losses, costs, damages, suits, judgments, penalties,           
expenses and liabilities of any kind or nature to a Third Party arising         
directly or indirectly out of or in connection with this Agreement caused by    
WO's negligence, willful misconduct or contractual breach, including but not    
limited to any costs, expenses, court costs and reasonable attorneys' fees      
incurred by the TOL by reason of any defense to any claims or lawsuits to       
which TOL has been named a party.                                               

     (c) Third Person Claims. Promptly after a party has received notice
of or has actual knowledge of any claim against it covered by Section 10 by a   
Third Party or the commencement of any action or proceeding by a Third Person   
with respect to any such claim, such party (sometimes referred to as the        
"Indemnitee") shall give the other party (sometimes referred to as the          
"Indemnitor") written notice of such claim or commencement of such action or    
proceeding; provided, however, that the failure to give such notice will not    
affect the right to indemnification hereunder with respect to such claim,       
action or proceeding, except to the extent that the other party has been        
actually prejudiced as a result of such failure. If the Indemnitor has          
notified the Indemnitee within thirty (30) days from the receipt of the         
foregoing notice that it wishes to defend against the claim by the Third        
Person, then the Indemnitor shall have the right to assume and control the      
defense of the claim by appropriate proceedings with counsel reasonably         
acceptable to Indemnitee, provided that the assumption of such defense by the   
Indemnitor shall constitute an acknowledgment of the obligation to indemnify    
the Indemnitee hereunder. The Indemnitee may participate in the defense, at     
its sole expense, of any such claim for which the Indemnitor shall have         
assumed the defense pursuant to the preceding sentence, provided, however,      
that counsel for the Indemnitor shall act as lead counsel in all matters        
pertaining to the defense or settlement of such claims, suit or proceeding      
other than claims that in Indemnitee's reasonable judgment could have a         
material and adverse effect on Indemnitee's business apart from the payment     
of money damages. The Indemnitee shall be entitled to indemnification for the   
reasonable fees and expenses of its counsel for any period during which the     
Indemnitor has not assumed the defense of any claim. The Indemnitor may not     
settle any claim without obtaining a release for the benefit of the             
Indemnitee, unless the consent of the Indemnitee is obtained.                   

    (d) Product Liability. TOL agrees that it shall use its reasonable
efforts to obtain indemnification and hold harmless agreements from the         
various manufacturers, vendors or distributors of the Products or other         
items being sold to WO by TOL under this Agreement, which indemnification       
and hold harmless agreements shall cover all claims and demands in any          
manner based upon or attributed to the use of such Products or other items      
supplied by TOL to WO, and to obtain evidence of product liability              
insurance covering said indemnification in the amount of $5 million from        
each such manufacturer, vendor or distributor. Such agreements and              
insurance shall be as favorable or substantially as favorable to WO as that     
obtained in favor of TOL. WO shall be named as an additional insured, and       
certificates of insurance evidencing the renewal of insurance shall be          
delivered by TOL to WO from time to time.                                       

  (e) Insurance. TOL agrees that all material properties and risks
of TOL shall at all times be covered by valid and currently effective           
insurance policies or binders of insurance or programs of self-insurance in     
such types and amounts as are consistent with customary practices and           
standards of TOL and the industry, but in no event less than $2 million         
aggregate general liability coverage. WO shall be named as an additional        
insured and certificates of insurance evidencing the renewal of insurance       
shall be delivered by TOL to WO from time to time. WO agrees that all           
material properties and risks of WO and any third party providing               
transportation services to WO shall at all times be covered by valid and        
currently effective insurance policies or binders of insurance or programs      
of self-insurance in such types and amounts as are consistent with              
customary practices and standards of companies engaged in businesses and        
operations similar to those of WO.                                              

     11. Transition Support Fee. TOL agrees to pay, on a one-time basis,
a [CONFIDENTIAL](34) transition support fee (the " Transition Support Fee")     
to WO, payable by check upon not later than the date of execution of this       
Agreement. WO will use the money to support the transition costs to WO          
resulting from the transition of WO's primary distribution relationship to      
TOL, including but not limited to the cost of retagging of shelves,             
modification of Product inventory, disposal of discontinued Products,           
resetting of Products on Store shelves and training of Store personnel in new   
procedures.                                                                     

12. TOL Out of Stock Performance Criteria (OOS)               

(a) TOL agrees, that from and after September 1, 2002, on a   
DC-by-DC basis, that total aggregate out-of-stocks of Products ("OOS") per      
DC to WO Stores shall be [CONFIDENTIAL](35)% or less on a weekly basis, based   
on the weekly volume of purchases by WO Stores from each DC. Product not in     
compliance with the Code Date Policy on delivery shall be included in OOS       
calculations as an out-of stock, but manufacturer OOS's and TOL-, WO-, or       
Vendor-discontinued Product and promotional ad quantity sell-outs through       
WO bookings shall not be included in the OOS calculation.                       

(b) [CONFIDENTIAL](36).                                       

  (c) Out-of-Stock Service Commitment Compliance. Determination of
TOL's compliance with service level covenants for out-of-stock Products         
shall be made based on orders and fill rates for APL Products only.             

   (d) Vendor Out of Stock. Attached to this Agreement as Exhibit CC
is a penalty policy by which TOL will penalize vendors to cover vendor          
failure to notify TOL as to out-of-stocks. WO shall jointly develop and         
support this policy [CONFIDENTIAL](37).                                         

_________________                                                               
(34)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(35)   Ibid.                                                                    
(36)   Ibid.                                                                    
(37)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          

  13. Audits. The parties shall have the audit rights set forth on
Exhibit FF.                                                                     

    14. Compliance with Laws. (a) Each party covenants and agrees that
it will fully comply with all applicable laws, ordinances, regulations,         
licenses and permits of or issued by any federal, state or local government     
entity, agency or instrumentality applicable to its responsibilities            
hereunder. TOL agrees that it shall comply with all certification               
procedures and regulations. Each party shall promptly notify the other          
party after it becomes aware of any material adverse proposed law,              
regulation or order that, to its knowledge, may or does conflict with the       
parties obligations under this Agreement. The parties will then use             
reasonable efforts to promptly decide whether a change may be made to the       
terms of this Agreement to eliminate any such conflict or impracticability.     

(b) Organic Documentation. In connection with any organic     
Products, TOL shall take all such actions as required by any certifying         
organization (or as required by law) in order for such Products to be           
certified as organic, including, without limitation, the maintenance of any     
required documentation and the taking of the necessary precautions to           
prevent product compromise. TOL shall provide copies of all documentation       
relating to the foregoing to WO at WO's request.                                

15. Information Systems. (a) TOL warrants that its information
technology systems are adequate to permit TOL to adhere to the contract         
terms, including the provision regarding prompt reporting of sales and          
contractually required performance data, and that they have proper security     
safeguards in place. TOL further agrees to use commercially reasonable          
efforts to maintain all such systems in good working condition, and to make     
such upgrades to hardware and software as necessary to timely deliver the       
information required under this Agreement and adhere to the terms of this       
Agreement.                                                                      

(b) TOL shall, during the Term, provide to WO the reports set 
forth on Exhibit EE to this Agreement, on the frequency and in the format       
set forth thereon.                                                              

  16. Volume Rebates. (a) During the Term, WO shall be entitled to
receive a Volume Rebate, as defined below, on increases in Total Purchases      
(as defined below) made during a 12-month period (the "Rebate Year")            
through TOL in excess of the applicable base level. The first Rebate Year       
shall commence on the Commencement Date or such later date upon which TOL       
can deliver Product in the quantities required by WO to any Stores. The         
amount of any purchases made by WO prior to the Commencement Date, if any,      
shall be added to the first year's calculation of Minimum Level. The base       
purchasing level for the first Rebate Year shall be $[CONFIDENTIAL](38)         
million ("Minimum Level"), subject to adjustment as specified in this           
Agreement, with each succeeding Rebate Year's base purchasing level being       
adjusted to equal the preceding Rebate Year's actual Total Purchases, which     
in any event shall be equal to no less than the Minimum Level in order for      
WO to be entitled to a Volume Rebate for that year. "Total Purchases" shall     
mean the gross price of all Products purchased, but excluding Bill to/Ship      
to transactions and cross-dock purchases as shown on applicable invoices,       
minus all allowances, including cross-dock allowances, all discounts            
actually received and all Store returns actually credited during the            
applicable period. "Discounts" for purposes of this subsection shall not        
include [CONFIDENTIAL](39) funds, if any, paid pursuant to Sections             
[CONFIDENTIAL](40), nor shall "Discounts" include any retroactive pricing       
adjustments or payments made.                                                   

(b) TOL shall supply, within 30 days following the end of each
Rebate Year, a report showing gross purchases and the deductions made to        
reach Total Purchases. The Volume Rebate will be paid within                    
[CONFIDENTIAL](41) days of the end of each Rebate Year based on WO invoices.    
WO may, at its election, deduct the reported Volume Rebate from invoices to     
be paid to TOL. If TOL fails to provide the report as provided herein, WO       
shall notify TOL in writing and, absent TOL's compliance within                 
[CONFIDENTIAL](42) days from receipt of such notice, WO may make a              
determination, based on its own records, of the Volume Rebate due and           
deduct from amounts owed to TOL. In the event of any termination of this        
Agreement, a pro rata adjustment of the percentage increase and Volume          
Rebate shall be used.                                                           

                                                        [Enlarge/Download Table]


       Percentage Increase from                                                        
     Previous Base Purchase Level                       Volume Rebate                  
     ----------------------------                       -------------                  
                                                                                       
[CONFIDENTIAL](43) Total Purchase Increase   [CONFID'L](44) of Total Purchase Increase 
[CONFIDENTIAL](45) Total Purchase Increase   [CONFID'L](46) of Total Purchases Increase
[CONFIDENTIAL](47) Total Purchases Increase  [CONFID'L](48) of Total Purchases Increase
[CONFIDENTIAL](49) Total Purchases Increase  [CONFID'L](50) of Total Purchases Increase

_________________                                                               
(38)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(39)   Ibid.                                                                    
(40)   Ibid.                                                                    
(41)   Ibid.                                                                    
(42)   Ibid.                                                                    
(43)   Ibid.                                                                    
(44)   Ibid.                                                                    
(45)   Ibid.                                                                    
(46)   Ibid.                                                                    
(47)   Ibid.                                                                    
(48)   Ibid.                                                                    
(49)   Ibid.                                                                    
(50)   Ibid.                                                                    

In the event that the Minimum Level is not achieved in any Rebate Year, no      
Volume Rebate will accrue or be paid to WO by TOL. Payment may be made at       
the election of TOL by company check or credit memo. In the event that WO's     
account with TOL becomes outside stated terms, TOL may immediately suspend      
the payment of all volume rebates until the account is brought current or       
the default is cured, as applicable, which volume rebates will be applied       
against WO's accounts receivable with TOL. If there has been a Force            
Majeure event, the Minimum Level (for the first Rebate Year) or the             
previous year's base purchasing level for other Rebate Years shall be           
proportionately reduced, based on the purchases from those Stores impacted      
by the Force Majeure event, and the length of time that the Force Majeure       
event continues to disrupt operations at such Stores, and the Volume Rebate     
for the applicable Rebate Year shall be calculated based on increases in        
Total Purchases over such proportionately reduced Minimum Level or base         
purchasing level.                                                               

     17. Credits. (a) Discontinued Items. TOL will issue 100% credit for
items discontinued by TOL excluding items discontinued by WO that were          
exclusive to WO or items discontinued by vendor suppliers.                      

(b) Product Credit. TOL will credit WO for damaged Product,   
mispicks of goods not on the APL and for short-dated/out-of-code Product        
received on delivery from TOL in accordance to WO Code Date policy attached     
as Exhibit W hereto. The cost of mispicks received at Store level of            
Products on the APL shall be debited to WO and WO shall retain the Product,     
assuming WO can use the Products based on the quantity delivered and            
remaining code dates on such Products. TOL and WO shall discuss the             
disposition of mispicks that cannot be used by WO.                              

(c) Shortage Credit. A monthly [CONFIDENTIAL](51)% credit for 
delivery shortages, calculated on Total Purchases by each Store on a            
monthly basis, will be deducted through a credit memo by TOL issued to each     
WO Store on a monthly basis.                                                    

 (d) Processing of Credits. TOL agrees that it shall receive and
process credit requests within [CONFIDENTIAL](52) business days from receipt    
of the request from WO.                                                         

_________________                                                               
(51)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(52)   Ibid.                                                                    

     (e)  Other Credits.  All other credits must be pre-approved by TOL.

18. Termination Provisions.                                   

 (a) WO may terminate this Agreement at any time thirty-six (36)
months after September 1, 2002 without cause upon not less than one hundred     
twenty (120) days' prior written notice of termination from WO to TOL.          

    (b) TOL may terminate this Agreement at any time thirty-six (36)
months after September 1, 2002 without cause upon not less than 120 days'       
prior written notice of termination from TOL to WO.                             

     (c) WO may terminate this Agreement on immediate written notice for
cause if:                                                                       

        (i) TOL fails to make any payment, credit, rebate or
   other remittance of monetary consideration provided for herein on
 the date due, and fails to remedy any delinquent payment within
  ten business days after notice thereof from WO (which failure to
 cure shall be an event of default), or WO must provide TOL with
   notice of nonpayment under this subsection more than twice in any
contract year (which shall be defined as each 12-month period,
commencing September 1, 2002);                                

            (ii) the quality of service provided by TOL is below the
 level as set forth herein, and TOL has failed to remedy service
problems after 30 days' prior written notice of breach by WO; 

           (iii) OOS exceeds [CONFIDENTIAL](53)% at any DC for any
     [CONFIDENTIAL](54), and TOL has failed to remedy OOS after 30 days'
   prior written notice of breach by WO; provided, however, that TOL
    shall not be entitled to a cure period upon the [CONFIDENTIAL](55)
breach of this provision in any running 12-month period and WO
may, upon notice to TOL of such [CONFIDENTIAL](56) breach,    
    immediately terminate this Agreement on a nationwide or applicable
regional basis;                                               

         (iv) the delivery schedule established by the parties
     under this Agreement is not met [CONFIDENTIAL](57)% of the time for
   any [CONFIDENTIAL](58) on a DC basis and TOL has failed to remedy
such service problems after 14 days' prior written notice of  
breach by WO;                                                 

         (v) a significant competitor of WO in the natural and
    organic grocery business acquires more than [CONFIDENTIAL](59)% of
 the equity interest in TOL or its direct or indirect parent; or

        (vi) TOL materially breaches any other nonmonetary
    obligations under this Agreement not specifically referenced above
    in this Section, and fails to cure such breach after receipt of 30
days' prior written notice of breach;                         

        (vii) The results of any audit conducted by WO prove
deliberate fraud or gross misconduct of TOL;                  

            (viii) Regulatory violations by TOL where the violations
   or the corrective action required materially and adversely affect
   the continued ability of TOL to perform this Agreement by TOL; or

(ix) [CONFIDENTIAL](60).                    

_________________                                                               
(53)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(54)   Ibid.                                                                    
(55)   Ibid.                                                                    
(56)   Ibid.                                                                    
(57)   Ibid.                                                                    
(58)   Ibid.                                                                    
(59)   Ibid.                                                                    
(60)   Ibid.                                                                    

Notwithstanding the foregoing, WO shall not have the right to terminate         
this Agreement if noncompliance by TOL with any of the foregoing results        
from intentional sabotage by WO employees, Force Majeure events (as defined     
below), or the negligent or intentional wrongful acts or omissions of WO.       

  (d) TOL may terminate this Agreement for cause if any one of the
following conditions exist:                                                     

  (i) WO fails to cure any payment breach within
    [CONFIDENTIAL](61) days after receipt of notice of the breach from
  TOL (which failure to cure shall be an event of default), or TOL
 must provide WO with notice of nonpayment under this subsection
more than [CONFIDENTIAL](62) in any contract year;            

            (ii) Regulatory violations by WO where the violations or
    the corrective action required materially and adversely affect the
continued ability of WO to perform of this Agreement; and     

              (iii) Consistent non-performance of WO's monetary or other
obligations; or                                               

            (iv) The results of any audit conducted by TOL hereunder
prove deliberate fraud or gross misconduct of WO.             

 (e) Notwithstanding anything to the contrary in this Agreement,
the following will apply in a Force Majeure event (as defined in Section        
24(a)):                                                                         

           (i) If the Force Majeure event affects, for a period of
   at least 30 days, in any material manner the operations in any DC
  or any region served primarily by one DC, as the case may be, of
the party who is not claiming the benefit of the Force Majeure
 provision (the "Non-Affected Party") and the party claiming the
benefit of such provision (the "Affected Party"), then the    
Non-Affected Party may on written notice to the Affected Party
 suspend its obligations hereunder (including without limitation
    Section 2(a)), other than the payment of sums due unless the Force
    Majeure event relates to the operation of the banking system, with
respect to such DC or region until such time that the Affected
 Party is able to resume its obligations in full with respect to
    such DC or region. [CONFIDENTIAL](63) WO will promptly provide TOL
   in writing with the basis for its determination, within the above
    stated parameters to purchase Product from a secondary distributor
 [CONFIDENTIAL](64). In addition, the parties recognize that the
      Non-Affected Party may need to [CONFIDENTIAL](65) purchases pursuant
to any such agreement shall not be considered a breach of this
 Agreement (and the cost of goods purchased under such agreement
will not be included in the Secondary Percentage). The        
  Non-Affected Party shall use its commercially reasonable efforts
 to limit the length of any third party distribution contract to
      not more than [CONFIDENTIAL](66) days, unless business conditions do
not permit such limitation to obtain alternate distribution at
    favorable prices or unless the Affected Party is able to provide a
 suitable alternative remedy to fully mitigate the Force Majeure
event.                                                        

           (ii) In the event that Force Majeure continues for more
than [CONFIDENTIAL](67) days, and the Affected Party has not  
 provided an acceptable alternative remedy to fully mitigate the
   disruption, the Non-Affected Party may terminate the Agreement or
   Definitive Agreement as to the DC or region affected by the Force
Majeure event, on 30 days written notice to the Affected Party
 provided that the Force Majeure event exists on the date of the
notice of termination.                                        

_________________                                                               
(61)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(62)   Ibid.                                                                    
(63)   Ibid.                                                                    
(64)   Ibid.                                                                    
(65)   Ibid.                                                                    
(66)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(67)   Ibid.                                                                    

   19. Payment Terms. (a) WO shall pay for all Product purchases and
all other charges due TOL hereunder, subject to deductions permitted by TOL     
or as permitted herein, by wire transfer of immediately available funds to      
TOL within [CONFIDENTIAL](68) days from the date of TOL invoice or the next     
business day after the expiration of [CONFIDENTIAL](69) days. Invoices shall    
be on a Store-by-Store basis. A finance charge of [CONFIDENTIAL](70)% monthly   
on any delinquent balance not paid within [CONFIDENTIAL](71) days will be       
assessed monthly. No finance charge will be assessed for late payment due       
to Force Majeure events.                                                        

   (b) TOL will accept a deduction from WO on all vendor chargebacks
within [CONFIDENTIAL](72) business days from the date of invoice from WO,       
provided WO shall have already performed the obligation for which the           
chargeback is being billed. TOL will collect the chargeback amounts from        
the vendor as a conduit only. WO accepts liability and agrees to be             
responsible for all disputed vendor chargeback claims. WO agrees to resolve     
vendor disputed claims directly with the vendor within [CONFIDENTIAL](73)       
days after written notification from TOL of a dispute. If WO does not           
resolve the dispute in such time, or the dispute is resolved in favor of        
the vendor, WO will pay back to TOL on next payment following the end of        
the [CONFIDENTIAL](74)-day period the amount disputed or resolved in favor of   
the vendor, plus [CONFIDENTIAL](75)% of the disputed/vendor resolved amount     
as a handling cost.                                                             

_________________                                                               
(68)   Ibid.                                                                    
(69)   Ibid.                                                                    
(70)   Ibid.                                                                    
(71)   Ibid.                                                                    
(72)   Ibid.                                                                    
(73)   Ibid.                                                                    
(74)   Ibid.                                                                    
(75)   Ibid.                                                                    

(c) WO may, at its election, deduct or offset from any invoice
owed to TOL, only those amounts due from TOL under this Agreement as a fee,     
reimbursement, payment or credit, other than deductions or offsets that         
would require TOL to charge back the deduction or offset to another             
vendor/manufacturer. WO shall notify TOL at the time of payment of the          
deduction or offset.                                                            

    (d) In the event that WO's account with TOL becomes outside stated
terms, TOL may immediately suspend the payment of all discounts, rebates        
and allowances (other than Volume Rebates) until the account is brought         
current or the default is cured as applicable, at which time all suspended      
payments shall be made retroactively, other than those applied to WO's          
accounts receivable as provided herein. At TOL's election, in the event         
WO's account is outside stated terms, discounts, rebates and allowances         
will be applied against WO's accounts receivable with TOL.                      

20. Representations and Warranties of TOL.  TOL represents and
warrants to WO as follows, and such representations and warranties shall        
survive the Commencement Date:                                                  

(a) Corporate Organization and Authority. TOL (i) is a      
corporation duly organized, validly existing and in good standing under the     
laws of the State of Delaware, and is authorized to transact business in        
each State in which such authority is required by law; and (ii) has the         
corporate power and authority to own and operate its properties and to          
carry on its business as now conducted and as proposed to be conducted.         

 (b) Authorization. TOL has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement and has       
taken all necessary corporate action to authorize its execution, delivery       
and performance of this Agreement. This Agreement has been duly executed        
and delivered on behalf of TOL and constitutes the legal, valid and binding     
obligation of TOL, enforceable in accordance with its terms, except as          
enforceability may be limited by applicable bankruptcy, insolvency,             
reorganization or other similar laws affecting creditors' rights generally      
and by general equitable principles (regardless of whether the issue of         
enforceability is considered in a proceeding in equity or at law).              

    (c) No Consents; Conflicts. No consent, authorization by, approval
of or other action by, and no notice to, or filing or registration with,        
any governmental authority, agency, regulatory body, lender, lessor,            
franchisee or other person is required for the execution, delivery or           
performance of this Agreement by TOL, other than those that have been           
obtained and are in full force and effect. The execution, delivery and          
performance of this Agreement will not result (with or without due notice       
or lapse of time or both) in any violation or breach of any provision of        
the charter or by-laws of TOL, any judgment, decree or order to which TOL       
is a party or by which it is bound, any indenture, mortgage or other            
agreement or instrument to which TOL is a party or by which it is bound or      
any statute, rule or regulation applicable to TOL.                              

 (d) Sufficient Personnel to Perform Obligations. TOL represents
that as of the execution of this Agreement, TOL has sufficient personnel        
with adequate training and expertise to perform its obligations as              
contemplated hereunder in the time frames contemplated herein.                  

(e) National Organic Standards. TOL represents that it is     
currently using commercially reasonable efforts to put in place, and that       
as of the date upon which each applicable law, rule or regulation becomes       
effective, TOL will have adequate processes and systems in place, and will      
have adequately educated its personnel, to comply with all federal, state       
and local regulations relating to handling and labeling of organic              
products, including but not limited to the National Organic Standards as        
promulgated by the U.S. Department of Agriculture when such become              
effective and as such applies to TOL as a handler or processor of organic       
foods. TOL acknowledges that WO has placed substantial reliance on TOL to       
handle various foods for human consumption so as to not invalidate any          
"organic" designation of such foods.                                            

 (f) Computer Systems. As of the date of this Agreement, TOL has
proper security safeguards in place to ensure the confidentiality of all of     
WO's data as contained in TOL's computer systems. All such systems will         
perform without material defect or error in compliance with the performance     
standards set forth in this Agreement. TOL has a disaster recovery program      
in place to ensure that, in the event of a catastrophic destruction of any      
portion of TOL's computer systems, wherever located, TOL will be able to        
recover all necessary data to continue to perform its obligations hereunder     
in substantially the time frames contemplated herein.                           

      (g) Facilities' Condition and Capacity. All of the DCs participating
in this Agreement will be maintained and operated in accordance with TOL        
warehousing and delivery standards as attached as Exhibit T to this             
Agreement. Such facilities have the operational systems required to support     
the obligations of TOL as set forth in this Agreement, and all such             
facilities have adequate capacity to order, store and deliver Products in       
accordance with the terms of this Agreement and in the amounts contemplated     
by WO. All the DCs participating in this Agreement shall have sufficient        
security measures in place prior to receipt of Products for WO to ensure that   
such Products are not tampered with or adulterated in any manner, and that      
all such Products shall be maintained at temperatures and other storage         
conditions necessary to preserve the freshness and integrity of the Products.   

  (h) Ownership of TOL. No entity constituting a competitor to WO,
which for purposes of this paragraph includes all conventional and natural      
food grocery store chains, owns more than a 5% equity interest in TOL. No       
such entity has any rights to purchase, through warrants, options, rights       
of first refusal, preemptive rights or any other legal right or obligation,     
any equity interest in TOL which, together with any existing interest,          
would aggregate more than 5% if fully exercised.                                

(i) Litigation. There is no pending nor, to TOL's knowledge,  
threatened litigation, governmental action, action for injunctive or other      
equitable relief or other threatened or outstanding claims of any nature        
which could reasonably (i) interfere with TOL's performance of its              
obligations hereunder, or (ii) have a material or detrimental impact on         
TOL's assets or operations as such exist as of the Effective Date.              

  (j) Information Provided to Auditors. All information that shall
be provided by TOL to auditors retained by WO shall be provided in the          
format in which such information is maintained in the normal course of          
TOL's business, and to TOL's knowledge, all such information shall be true      
and correct in all material respects, except as otherwise disclosed to WO       
and the auditors at the time of disclosure.                                     

    21. Representations and Warranties of WO. WO hereby represents and
warrants to TOL as follows, and such representations and warranties shall       
survive the Commencement Date:                                                  

   (a) Corporate Organization and Authority. WO (i) is a corporation
duly organized, validly existing and in good standing under the laws of the     
State of Delaware; and (ii) has the corporate power and authority to own        
and operate its properties and to carry on its business as now conducted        
and as proposed to be conducted.                                                

(b) Authorization. WO has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement and has       
taken all necessary corporate action to authorize its execution, delivery       
and performance of this Agreement. This Agreement has been duly executed        
and delivered on behalf of WO and constitutes the legal, valid and binding      
obligation of WO, enforceable in accordance with its terms except as            
enforceability may be limited by applicable bankruptcy, insolvency,             
reorganization or other similar laws affecting creditors' rights generally      
and by general equitable principles (regardless of whether the issue of         
enforceability is considered in a proceeding in equity or at law).              

    (c) No Consents; Conflicts. No consent, authorization by, approval
of or other action by, and no notice to, or filing or registration with,        
any governmental authority, agency, regulatory body, lender, lessor,            
franchisee or other person is required for the execution, delivery or           
performance of this Agreement by WO, other than those that have been            
obtained and are in full force and effect. The execution, delivery and          
performance of this Agreement will not result in (with or without due           
notice or lapse of time or both) any violation or breach of any provision       
of the charter or by-laws of WO, any judgment, decree or order to which WO      
is a party or by which it is bound, any indenture, mortgage or other            
agreement; provided, however, [CONFIDENTIAL].(76)                               

(d) Litigation. There is no pending nor, to WO's knowledge,   
threatened litigation, governmental action, action for injunctive or other      
equitable relief or other threatened or outstanding claims of any nature        
which could reasonably (i) interfere with WO's performance of its               
obligations hereunder, or (ii) have a material detrimental impact on WO's       
assets or operations as such exist as of the Effective Date.                    

  (e) Computer Systems. WO has proper security safeguards in place
to ensure the confidentiality of any of TOL's data which is or becomes          
accessible to WO, its employees or agents, from TOL's computer systems or       
otherwise.                                                                      

      (f) Sufficient Personnel to Perform Obligations. As of the execution
of this Agreement, WO has sufficient personnel to perform its obligations as    
contemplated hereunder in timeframes contemplated herein.                       

22.  [CONFIDENTIAL](77).                                      

_________________                                                               
(76)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(77)   Ibid.                                                                    

    23. Binding Effect. This Agreement is a binding obligation between
the parties hereto for the sale by TOL and purchase by WO for the Products      
referenced at the prices and other terms set out in or referenced herein,       
and may be enforced by either party in accordance with its terms.This           
Agreement supersedes all previous agreements between the parties.               

    24. Miscellaneous. (a) Force Majeure. "Force Majeure" events shall
be events beyond the reasonable control of a party (and not through the         
fault or negligence of such party) that make timely performance of an           
obligation not possible. The following provisions shall apply in                
interpreting Force Majeure events. A Force Majeure event is not reasonably      
foreseeable with the exercise of reasonable care, nor avoidable through the     
payment of nonmaterial additional sums. Delays due to governmental reviews      
related to governmental approval necessary to perform an obligation shall       
not be a Force Majeure event unless substantially beyond the usual or           
customary delays in such circumstances, and not caused by the negligence,       
inattention, misconduct or inexperience of the party seeking the                
governmental approval. Delays related to weather shall not be Force Majeure     
events unless substantially more severe than normal, and not reasonably         
avoidable based on advanced notice. Labor stoppages, strikes and other          
disputes interrupting business operations shall not constitute "Force           
Majeure" events unless the disruption caused by such stoppages, strikes or      
disputes cannot be circumvented through the payment of nonmaterial              
additional sums. In the event of a Force Majeure, the party so affected         
shall give prompt written notice to the other party of the cause and shall      
take whatever reasonable steps are necessary to relieve the effect of such      
cause as rapidly as possible. No finance charge will be assessed on either      
party for late payments due to Force Majeure events.                            

(b) Governing Law, etc. Each of the parties hereto irrevocably
waives all rights to a trial by jury with respect to any dispute relating       
to this Agreement, the subject matter hereof or the entering into or            
termination of this Agreement (a "Dispute"). This Agreement and all actions     
related hereto shall be governed by, and any dispute shall be resolved in       
accordance with, the laws of the State of Colorado, excluding its internal      
choice of law principles.                                                       

In the event of any Dispute, such Dispute, if not resolved    
promptly in the ordinary course between representatives of the parties,         
shall be submitted for settlement negotiation between the Chief Executive       
Officer of TOL and Chief Executive Officer of WO, and if such procedure         
does not resolve such Dispute within 30 days after a request for such           
settlement negotiation to the other party, then and only then shall all         
such Disputes be resolved exclusively by the process of litigation in           
accordance with this Section. The parties agree that all disputes shall be      
brought either in Federal District Court for the Southern District of New       
York, or the state courts located in the Borough of Manhattan, New York         
City, and that jurisdiction and venue in such state are proper.                 

(c) Recovery of Fees and Costs. In the event of a dispute, the
prevailing party shall be entitled to recovery of reasonable attorneys'         
fees and costs (including costs of appeal).                                     

   (d) Confidentiality. The parties to this Agreement shall maintain
as confidential the specific terms hereof, and shall not disclose such          
terms to any third party (other than to its own outside legal, accounting,      
insurance or financial advisors as necessary) without the other party's         
prior written consent. "Confidential Information" about a party learned         
under this Agreement shall not be used during or after the term of this         
Agreement except in connection with the party's obligations hereunder, and      
without limiting the foregoing, such information as to WO may not be used       
by TOL in connection with the marketing, distribution or sale of TOL's          
products other than to WO and such information as to TOL may not be used by     
WO to solicit from third parties or entertain offers to distribute the          
Products during the Term, including all renewal terms. The term                 
"Confidential Information" shall include computer software, source code,        
object code, hardware configurations and all other information relating to      
a party, its business and prospects, learned by the other party or              
disclosed by such party from time to time to the other party in any manner,     
whether orally, visually or in tangible form (including, without                
limitation, documents, devices and computer readable media) and all copies,     
improvements, derivatives and designs thereof, created by either party          
whether owned by or licensed to such party. The term "Confidential              
Information" shall also be deemed to include all notes, analyses,               
compilations, studies, interpretations or other documents prepared by a         
party that contain, reflect or are based upon the information furnished to      
such party by the other party pursuant hereto. Confidential Information         
shall not include any information that:                                         

          (i) was in a party's possession prior to disclosure by
   the other party hereunder, provided such information is not known
  by such party to be subject to another confidentiality agreement
with or secrecy obligation to the other party;                

           (ii) was generally known in the grocery industry at the
  time of disclosure to a party hereunder, or becomes so generally
known after such disclosure, through no act of such party;    

        (iii) has come into the possession of a party from a
third party who is not known by such party to be under any    
  obligation to the other party to maintain the confidentiality of
such information; or                                          

           (iv) was independently developed by a party without the
use of any Confidential Information of the other party, to the
    extent that such independent development is reasonably established
by such first party to the other party.                       

Notwithstanding the foregoing, nothing herein shall prevent the filing of a     
copy of this Agreement as an exhibit to any filing required by an               
regulatory agency having jurisdiction over either party; provided, however,     
that concurrent with the filing thereof, to the extent permitted by law,        
and upon any request, demand or order of any such regulatory agency, or any     
request of any person under the Freedom of Information Act ("FOIA"), or any     
other applicable law, a party required to file a copy hereof shall request      
and use its best efforts to obtain and maintain, during the term of this        
Agreement, or after the term of this Agreement, to the extent permitted by      
law, confidential treatment of all financial terms of this Agreement            
including pursuing all initial, subsequent, reconsideration and appellate       
administrative actions and determinations from any applicable regulatory        
agency and all initial and appellate judicial review from any court of          
competent jurisdiction until all such administrative and judicial remedies      
have been exhausted under the law. In connection therewith, a party             
required to file a copy of this Agreement with any regulatory agency, at        
all times, whether prior to the filing thereof or during or for a period of     
five (5) years after the term of this Agreement, promptly shall inform the      
other party of the filing and shall provide copies of all correspondence,       
pleadings, notices, filings, petitions, and other information, from any         
source whatsoever, including, without limitation, any regulatory agency,        
other administrative body or any court of competent jurisdiction, which         
pertain to obtaining and maintaining the confidential treatment of all          
financial terms of the Agreement. The party receiving such information          
agrees to hold such information confidential for a minimum of five (5)          
years thereafter, pursuant to this subsection (d), regardless of whether or     
not this Agreement is then in full force. The parties agree that each shall     
seek the longest available period of confidentiality available from the         
governmental agency requiring the filing of the Agreement; and if in a          
reasonable time prior to the time such period of confidentiality as granted     
will expire, the Agreement is still in full force and effect between the        
parties, will use their best efforts to obtain an extension of confidential     
treatment for the longest period available.                                     

In addition, either party may disclose the terms of this Agreement pursuant     
to a valid subpoena, provided such party gives the other party reasonable       
prior notice of the service of any subpoena to permit the other party to        
seek a protective order, and seeks confidential treatment of all financial      
terms hereof.                                                                   

  The parties acknowledge and agree that the non-breaching party's
remedy at law is inadequate in the event of any breach or threatened breach     
by the other party of its agreements set forth in this Section. In the          
event of such breach or threatened breach, in addition to any other remedy      
which may be available to the non-breaching party, the non-breaching party      
shall be entitled to offer, without posting a bond, preliminary or              
permanent injunctive and/or other equitable relief restraining the              
breaching party, or any of its agents or employees, from breaching or           
acting in any manner inconsistent with the conduct or performance required      
by this Section.                                                                

 (e) Amendment; Assignment. This Agreement may not be amended or
modified except by an instrument in writing signed by the Chairman of the       
Board, President or Senior Vice President of Marketing on behalf of TOL,        
and the President, CEO, Senior Vice President of Merchandising or Senior        
Vice President of Operations of WO, or equivalent positions. It is agreed       
that neither party shall transfer or assign this Agreement or any part          
hereof or any right arising hereunder, by operation of law or otherwise,        
without the prior written consent of the other, which consent will not be       
unreasonably withheld. A party may reasonably withhold its consent if, in       
such party's good faith judgment, the proposed assignee: (i) does not have      
sufficient financial resources or assets to perform its obligations under       
this Agreement; (ii) does not have sufficient experience or expertise in        
the distribution and supply of food products in the case of an assignment       
by TOL or its direct or indirect parent, or grocery retail business in the      
case of an assignment by WO, unless the assignor's existing operations          
management personnel prior to the assignment remain in control of the daily     
operations of the assignee after such assignment; (iii) is engaged in the       
same business as the non-assigning party; or (iv) does not deliver its          
written commitment to carry out the Agreement at the same level of business     
being conducted by the assigning party immediately prior to the proposed        
assignment. For purposes of this subsection (e), a Change of Control of TOL     
or its direct or indirect parent [CONFIDENTIAL](78) shall constitute an         
assignment of this Agreement. A "Change of Control" means (A) any               
transaction or series of related transactions in which a party or group,        
acting in concert, acquires beneficial ownership of more than 50% of the        
equity interests in TOL or its direct or indirect parent, or (B) a merger       
or consolidation of another entity with or into TOL or its direct or            
indirect parent, with the effect that any third party becomes beneficial        
owner of more than 50% of the equity interests of TOL or its direct or          
indirect parent.                                                                

In the event a party requests such consent to such a transfer,
such party shall meet with the other party to provide any information           
reasonably requested by the other party regarding the proposed transferee.      
Any purported assignment without consent shall be void and of no force or       
effect or, at the other party's option, shall terminate this Agreement.         
Subject to the foregoing, this Agreement shall be binding on the respective     
parties and their permitted successors and assigns.                             

[CONFIDENTIAL](79).                                           
_________________                                                               

(78)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          
(79)   Confidential Treatment has been requested for the redacted portion.      
 The confidential, redacted portions have been filed separately with
the SEC.                                                          

   (f) Entire Agreement; Survival. This Agreement (and any documents
referred to herein or therein) represents the entire agreement and              
understanding of the parties with respect to the matters set forth herein,      
and there are no representations, warranties or conditions or agreements        
(other than implementing invoices, purchase orders and the like necessary to    
implement this Agreement) not contained herein (or in any documents not         
referred to herein) that constitute any part hereof or that are being relied    
upon by any party hereunder. Notwithstanding any termination of this            
Agreement, all claims arising prior to such termination for any breach of or    
for any amount due under this Agreement (excluding any such claims that have    
been satisfied, waived or released prior to such termination) under this        
Agreement, shall survive such termination, and in addition, the following       
sections shall survive any such termination: 3(c), 10, 13 (for not more than    
90 days following termination), 14(b), 16(b), 18, 19, 24 (b) - (d) , (f),       
(g), (i), (j).                                                                  

   (g) Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void, or unenforceable, the      
remaining provisions shall nevertheless continue in full force without          
being impaired or invalidated in any way.                                       

  (h) Publicity. Both parties shall agree on a joint initial press
release on the entering into of this Agreement.                                 

   (i) Notices. Any notices to be given by either party to the other
shall be in writing by personal delivery or by mail, registered or              
certified, postage prepaid with return receipt requested, or by facsimile       
(only with receipt confirmed). Notice shall be deemed to be given five (5)      
days after posting the required mailing with the U.S.Postal Service and the     
next day after confirmed facsimile transmission. Notices shall be addressed     
to the parties at the addresses set forth below or to such other address as     
shall have been so notified to the other party in accordance with this          
Section. Notices to TOL shall be addressed to Chairman, Tree of Life, Inc.,     
405 Golfway West Drive, St. Augustine, FL 32095, fax 904-940-2553, with a       
copy for courtesy but not for enforceability to Barbara Johnston, Esq.,         
McGuire Woods LLP, 50 N. Laura Street, Suite 33000, Jacksonville, FL 32202,     
fax 904-360-6355. Notices to WO shall be addressed to: Chief Executive          
Officer, Wild Oats Markets, Inc., 3375 Mitchell Lane, Boulder, CO               
80301-2244, Fax: (303) 402-9920, with a copy to Freya Brier, Esq., General      
Counsel, Wild Oats Markets, Inc., 3375 Mitchell Lane, Boulder, CO               
80301-2244, Fax: (303) 440-7316.                                                

(j) No Third Party Beneficiaries. Nothing in this Agreement,  
whether expressed or implied, is intended to confer on any person other         
than the parties to this Agreement or their respective successors or            
permitted assigns, any rights, remedies, obligations or liabilities.            

    (k) Alliance. WO and TOL agree that an objective of the parties is
to establish during the Term of this Agreement, a mutually supportive           
alliance with respect to the Products and the unified supply chain              
management concept relating to the purchase and sale of the Products that       
is embodied in the Agreement.                                                   

   (l) Authority. WO and TOL each represent and warrant to the other
that the individual executing this Agreement has full authority to execute      
this Agreement, and when executed this Agreement is a binding obligation of     
the party.                                                                      

  (m) Expenses. Except as otherwise provided herein, all costs and
expenses (including legal and accounting fees) incurred in connection with      
this Agreement and the transactions contemplated hereby shall be borne by       
the party incurring such expense.                                               

(n) Independent Contractors. In all matters relating to this  
Agreement both parties shall be acting solely as independent contractors        
and shall be solely responsible for the acts of their respective employees,     
contractors and agents. Employees, agents or contractors of one party shall     
not be considered employees, agents or contractors of the other party.          

   (o) Titles and Headings; Counterparts. The titles and headings to
Sections herein are inserted for the convenience of reference only and are      
not intended to be a part of or to affect the meaning or interpretation of      
this Agreement. This Agreement may be executed in one or more counterparts,     
all of which will be considered one and the same agreement, and will become     
a binding agreement when one or more counterparts have been signed by each      
party and delivered to the other party.                                         

(p) Negotiation of Agreement, Each party and its counsel have 
cooperated in the drafting and preparation of this Agreement and the            
documents referred to herein, and any drafts relating thereto shall be          
deemed the work product of the parties and may not be construed against any     
party by reason of its preparation. Any rule of law or any legal decision       
that would require interpretation of any ambiguities in this Agreement          
against the party that drafted it is of no application and is hereby            
expressly waived.                                                               

Executed as of the date first set forth above.                

WILD OATS MARKETS, INC.                          TREE OF LIFE, INC.             

By:____________________________                  By:___________________________ 
Perry D. Odak, President and CEO                     Richard A.Thorne, Chairman 

EX-99
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ATTACHMENT 2  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		8/31/05		1					4
		9/1/02		1
Filed on:		7/1/02
For Period End:		6/14/02		1
									List all Filings