10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended January 26, 2008
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  000-21531

UNITED NATURAL FOODS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	05-0376157
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

260 Lake Road Dayville, CT	06241
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code:  (860) 779-2800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No ý

As of February 29, 2008, there were 43,099,618 shares of the Registrant’s Common Stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS

Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Income (unaudited)	4
	Condensed Consolidated Statements of Cash Flows (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
Part II.	Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Submission of Matters to a Vote of Security Holders	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
	Signatures	29

2

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except per share amounts)

	January 26,			July 28,
ASSETS	2008			2007
Current assets:
Cash and cash equivalents	$	25,183		$	17,010
Accounts receivable, net of allowance of $5,715 and $4,416, respectively		184,409			160,329
Notes receivable, trade, net of allowance of $68 and $44, respectively		1,338			1,836
Inventories		393,745			312,377
Prepaid expenses and other current assets		16,757			8,199
Assets held for sale		-			5,935
Deferred income taxes		9,474			9,474
Total current assets		630,906			515,160
Property & equipment, net		210,925			185,083
Other assets:
Goodwill		179,969			79,903
Notes receivable, trade, net of allowance of $1,268 and $1,521, respectively		3,410			2,647
Intangible assets, net of accumulated amortization of $317 and $423, respectively		28,962			8,552
Other assets		10,457			9,553
Total assets	$	1,064,629		$	800,898
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable		297,009			120,000
Accounts payable		171,914			134,576
Accrued expenses and other current liabilities		66,690			37,132
Current portion of long-term debt		5,068			6,934
Total current liabilities		540,681			298,642
Long-term debt, excluding current portion		61,454			65,067
Deferred income taxes		1,027			9,555
Other long-term liabilities		10,306			839
Total liabilities		613,468			374,103
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; none issued or outstanding		-			-
Common stock, $0.01 par value, authorized 100,000 shares; 43,099 issued and 42,871 outstanding shares at January 26, 2008; 43,051 issued and 42,822 outstanding shares at July 28, 2007		431			431
Additional paid-in capital		166,830			163,473
Unallocated shares of Employee Stock Ownership Plan		(1,121	)		(1,203	)
Treasury stock		(6,092	)		(6,092	)
Accumulated other comprehensive (loss) income		(1,335	)		399
Retained earnings		292,448			269,787
Total stockholders' equity		451,161			426,795
Total liabilities and stockholders' equity	$	1,064,629		$	800,898

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands, except per share data)

	Three months ended						Six months ended
	January 26,			January 27,			January 26,			January 27,
	2008			2007			2008			2007
Net sales	$	830,656		$	668,545		$	1,567,045		$	1,314,978
Cost of sales		675,984			544,477			1,276,902			1,067,339
Gross profit		154,672			124,068			290,143			247,639
Operating expenses		135,100			101,877			246,366			202,307
Impairment on assets held for sale		-			756			-			756
Total operating expenses		135,100			102,633			246,366			203,063
Operating income		19,572			21,435			43,777			44,576
Other expense (income):
Interest expense		5,059			3,350			7,950			6,261
Interest income		(153	)		(180	)		(332	)		(294	)
Other, net		6			399			75			371
Total other expense		4,912			3,569			7,693			6,338
Income before income taxes		14,660			17,866			36,084			38,238
Provision for income taxes		5,561			6,968			13,423			14,913
Net income	$	9,099		$	10,898		$	22,661		$	23,325
Basic per share data:
Net income	$	0.21		$	0.26		$	0.53		$	0.55
Weighted average basic shares of common stock		42,676			42,438			42,645			42,299
Diluted per share data:
Net income	$	0.21		$	0.25		$	0.53		$	0.55
Weighted average diluted shares of common stock		42,884			42,848			42,860			42,733

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

UNITED NATURAL FOODS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Six months ended
	January 26			January 27,
(In thousands)	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	22,661		$	23,325
Adjustments to reconcile net income to net cash used in operating activites:
Depreciation and amortization		10,160			9,378
Loss on disposals of property and equipment		8			1,968
Impairment on assets held for sale		-			756
Provision for doubtful accounts		1,286			815
Share-based compensation		2,387			1,997
Gain on forgiveness of loan		(157	)		-
Changes in assets and liabilities, net of acquired companies:
Accounts receivable		(13,565	)		(16,083	)
Inventories		(57,392	)		(31,730	)
Prepaid expenses and other assets		(5,727	)		(10,675	)
Notes receivable, trade		(265	)		104
Accounts payable		(2,729	)		11,843
Accrued expenses		4,371			(1,213	)
Net cash used in operating activities		(38,962	)		(9,515	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(21,466	)		(14,542	)
Purchases of acquired businesses, net of cash acquired		(107,235	)		-
Proceeds from disposals of property and equipment		165			5,441
Other investing activities		-			(1,028	)
Net cash used in investing activities		(128,536	)		(10,129	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under note payable		177,009			(2,005	)
Repayments of long-term debt		(6,411	)		(2,999	)
Increase in bank overdraft		4,102			2,283
Proceeds from exercise of stock options		810			6,663
Tax benefit from exercise of stock options		161			2,718
Proceeds from borrowing of long-term debt		-			10,000
Principal payments of capital lease obligations		-			(4	)
Net cash provided by financing activities		175,671			16,656
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		8,173			(2,988	)
Cash and cash equivalents at beginning of period		17,010			20,054
Cash and cash equivalents at end of period	$	25,183		$	17,066
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	7,146		$	6,280
Federal and state income taxes, net of refunds	$	15,862		$	17,313

The accompanying notes are an integral part of the condensed consolidated financial statements.

5

UNITED NATURAL FOODS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 26, 2008 (Unaudited)

1.           BASIS OF PRESENTATION

United Natural Foods, Inc. (the “Company”) is a distributor and retailer of natural, organic and specialty products. The Company sells its products primarily throughout the United States.

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.  All significant intercompany transactions and balances have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year's presentation.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission for interim financial information, including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally required in complete financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. In our opinion, these financial statements include all adjustments necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for interim periods, however, may not be indicative of the results that may be expected for a full year.  These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 28, 2007.

Net sales consists primarily of sales of natural, organic and specialty products to retailers adjusted for customer volume discounts, returns and allowances.  Net sales also includes amounts due to the Company from customers for shipping and handling and fuel surcharges.  The principal components of cost of sales include the amounts paid to manufacturers and growers for product sold, plus the cost of transportation necessary to bring the product to the Company’s distribution facilities.  Cost of sales also includes amounts incurred by the Company for inbound transportation costs and depreciation for manufacturing equipment at the Company’s manufacturing segment, Hershey Import Company, Inc. (“Hershey Imports”), and consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products.  Operating expenses include salaries and wages, employee benefits (including payments under the Company’s Employee Stock Ownership Plan), warehousing and delivery (including shipping and handling), selling, occupancy, insurance, administrative, share-based compensation and amortization expense.  Operating expenses also includes depreciation expense related to our wholesale and retail divisions. Other expense (income) includes interest on outstanding indebtedness, interest income, and miscellaneous income and expenses.

2.           SHARE-BASED COMPENSATION

The Company has a share-based compensation program that provides our Board of Directors broad discretion in creating employee equity incentives. This program includes incentive and non-statutory stock options and nonvested stock awards (consisting of restricted stock awards and restricted stock units).  These awards to employees are granted under various plans which are stockholder approved. Stock options are generally time-based, vesting 25% on each annual anniversary of the grant date over four years and generally expire ten years from the grant date. Awards of restricted stock and restricted stock units to employees are generally time-based and vest 25% on each annual anniversary of the grant date over four years. As of January 26, 2008, we had approximately 0.8 million shares of common stock reserved for future issuance under our share-based compensation plans.

The Company recognizes share-based compensation expense in accordance with Financial Accounting Standards Board (the “FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), Share-Based Payment (“SFAS 123(R)”) over the requisite service period of the individual grants, which generally equals the vesting period.  The Company recognized share-based compensation expense for the three months ended January 26, 2008 and January 27, 2007 of $1.4 million and $1.0 million, respectively.  For the six months ended January 26, 2008 and January 27, 2007, the Company recognized $2.4 million and $2.0 million, respectively, of share-based compensation expense.  The effect on net income from recognizing share-based compensation for the three months ended January 26, 2008 and January 27, 2007 was $0.9 million, or $0.02 per basic and diluted share, and $0.6 million, or $0.01 per basic and diluted share, respectively.  The effect on net income from recognizing share-based compensation for the six months ended January 26, 2008 and January 27, 2007 was $1.5 million, or $0.035 per basic

6

and diluted share, and $1.2 million, or $0.03 per basic and diluted share, respectively.  The Company recorded related tax benefits for the six months ended January 26, 2008 and January 27, 2007 of $0.2 million and $2.7 million, respectively.

As of January 26, 2008, there was $12.3 million of total unrecognized compensation cost related to outstanding share-based compensation arrangements (including stock option, restricted stock and restricted stock unit awards).  This cost is expected to be recognized over a weighted-average period of 1.9 years.

The weighted average grant-date fair value of options granted during the six months ended January 26, 2008 and January 27, 2007 was $7.35 and $10.55, respectively.  The fair value of stock option awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the three months and six months ended January 26, 2008 and January 27, 2007, respectively:

	Three months ended		Six months ended
	January 26, 2008	January 27, 2007	January 26, 2008	January 27, 2007
Expected volatility	32.7%	34.6%	32.7%	34.6%
Dividend yield	0.0%	0.0%	0.0%	0.0%
Risk free interest rate	3.1%	4.5%	3.1%	4.5%
Expected life	3.0 years	3.0 years	3.0 years	3.0 years

Our computation of expected volatility is based on the historical volatility of the Company’s stock price.  Our computation of expected life is based on historical exercise patterns and other factors.  The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

3.           ACQUISITIONS

During the six months ended January 26, 2008, the Company acquired substantially all of the assets and liabilities of three companies outside of the wholesale segment.  The total cash consideration paid for these product lines was approximately $21.5 million, in addition to approximately $0.9 million of holdbacks and other contingent payments recorded in accrued expenses in the consolidated balance sheets.  No goodwill was recorded in connection with these acquisitions.  Other intangible assets acquired were $20.5 million.  The cash paid was financed by borrowings under the Company’s existing revolving credit facility.

On November 2, 2007, the Company acquired Distribution Holdings, Inc. (“DHI”) and its wholly-owned subsidiary Millbrook Distribution Services, Inc. (“Millbrook”).  Total cash consideration paid in connection with the merger was $85.4 million, subject to certain adjustments set forth in the merger agreement.  During the three months ended October 27, 2007, the Company entered into a note receivable from DHI in the amount of $5.0 million, which was assumed by the Company as part of the purchase price.  This acquisition was financed through borrowings under the Company’s existing revolving credit facility, which was amended in November 2007 to increase the Company’s maximum borrowing base thereunder.  See “Note 8: Long-Term Debt” for a description of these amendments.

The Company is in the process of making the final purchase price allocation for the Millbrook acquisition and plans to engage a third party valuation firm to independently appraise the fair value of certain assets acquired.  The following table presents the preliminary allocation of fair values of assets and liabilities recorded in connection with the Millbrook acquisition (in thousands):

7

Cash	$	(142	)
Accounts receivable		10,466
Inventories		22,714
Prepaid expenses and other current assets		2,280
Property & equipment, net		8,097
Goodwill		100,066
Other assets		1,048
		144,529
Accounts payable		35,485
Accrued expenses and other current liabilities		22,044
Other long-term liabilities		1,618
Cash consideration paid	$	85,382

Results of operations of the acquired companies have been included in the Company’s consolidated statements of income since the respective dates of acquisition.  The following table presents the Company’s unaudited pro forma results of operations assuming that the acquisitions discussed above had occurred as of the beginning of fiscal 2007 (in thousands). These pro forma results are not necessarily indicative of the results that will occur in future periods.

	Three months ended				Six months ended
	January 26,		January 27,		January 26,		January 27,
	2008		2007		2008		2007
Net sales	$	833,505	$	757,240	$	1,639,789	$	1,487,655
Income before income taxes		15,167		17,585		26,103		37,224
Net income		9,414		10,775		16,290		22,810
Earnings per common share:
Basic	$	0.22	$	0.25	$	0.38	$	0.54
Diluted	$	0.22	$	0.25	$	0.38	$	0.53

4.           EARNINGS PER SHARE

Following is a reconciliation of the basic and diluted number of shares used in computing earnings per share:

	Three months ended				Six months ended
(In thousands)	January 26, 2008		January 27, 2007		January 26, 2008		January 27, 2007
Basic weighted average shares outstanding		42,676		42,438		42,645		42,299
Net effect of dilutive stock options based upon the treasury stock method		208		410		215		434
Diluted weighted average shares outstanding		42,884		42,848		42,860		42,733

There were 740,814 and 307,540 anti-dilutive stock options outstanding for the three months ended January 26, 2008 and January 27, 2007, respectively. For the six months ended January 26, 2008 and January 27, 2007, there were 742,314 and 311,040 anti-dilutive stock options outstanding, respectively.  These anti-dilutive stock options were excluded from the calculation of diluted earnings per share.

5.           DERIVATIVE FINANCIAL INSTRUMENTS

On August 1, 2005, the Company entered into an interest rate swap agreement effective July 29, 2005. The agreement provides for the Company to pay interest for a seven-year period at a fixed rate of 4.70% on a notional principal amount of $50.0 million while receiving interest for the same period at one-month LIBOR on the same

8

notional principal amount.  The swap has been entered into as a hedge against LIBOR interest rate movements on current variable rate indebtedness totaling $50.0 million at one-month LIBOR plus 1.00%, thereby fixing its effective rate on the notional amount at 5.70%.  The swap agreement qualified as an “effective” hedge under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).  One-month LIBOR was 4.60% and 5.32% as of January 26, 2008 and January 27, 2007, respectively.

The Company may from time to time enter into commodity swap agreements to reduce price risk associated with anticipated purchases of diesel fuel. These commodity swap agreements hedge a portion of the Company’s expected fuel usage for the periods set forth in the agreements. The Company monitors the commodity (NYMEX #2 Heating oil) used in its swap agreements to determine that the correlation between the commodity and diesel fuel is deemed to be “highly effective.” At January 26, 2008, the Company had no outstanding commodity swap agreements.  At January 27, 2007, the Company had one outstanding commodity swap agreement which matured on June 30, 2007.

Interest rate swap and commodity swap agreements are designated as cash flow hedges and are reflected at fair value in the Company’s consolidated balance sheet and related gains or losses, net of income taxes, are deferred in stockholders’ equity as a component of accumulated other comprehensive income (loss).  The Company does not enter into derivative agreements for trading purposes.

6.           COMPREHENSIVE INCOME

Total comprehensive income for the three months ended January 26, 2008 and January 27, 2007 amounted to approximately $7.8 million and $11.3 million, respectively.  Total comprehensive income for the six months ended January 26, 2008 and January 27, 2007 was approximately $20.9 million and $21.9 million, respectively.  Comprehensive income is comprised of net income plus the change in the fair value of the interest rate swap agreement and for the three months ended January 27, 2007, the commodity swap agreement discussed in Note 5.  For the three months ended January 26, 2008 and January 27, 2007, the change in fair value of these financial instruments was $2.0 million pre-tax loss ($1.3 million after-tax loss) and $0.6 million pre-tax gain ($0.4 million after-tax gain), respectively. The change in fair value of these derivative financial instruments was $2.8 million pre-tax loss ($1.7 million after-tax loss) and $2.3 million pre-tax loss ($1.4 million after-tax loss) for the six months ended January 26, 2008 and January 27, 2007, respectively.

7.           ASSETS HELD FOR SALE

In the year ended July 28, 2007, the Company transitioned its remaining Auburn, California operations to its Rocklin, California facility, determined to sell the second Auburn, California facility and related assets and recorded an impairment loss of $0.8 million with respect to that facility.   The impairment loss was recognized based on management’s estimate of fair value of the facility, less costs of disposal.  As a result, the Company reclassified, to assets held for sale, $5.9 million of long-lived assets, net of the $0.8 million impairment loss, that were previously included in property and equipment in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-lived Assets.  During the three months ended January 26, 2008, the Company decided not to sell the second Auburn, California facility and related assets due to a need for additional warehouse space in northern California.  This resulted in the recording of catch up depreciation of $0.2 million during the three months ended January 26, 2008 and the reclassification of $5.9 million of assets held for sale to property and equipment, net.

8.           LONG-TERM DEBT

On November 2, 2007 and on November 27, 2007, the Company amended its $250 million secured revolving credit facility with a bank group led by Bank of America Business Capital as the administrative agent.  The amendments entered into on November 2, 2007 temporarily increased the maximum borrowing base under the credit facility from $250 million to $270 million.  The amendments entered into on November 27, 2007 increased the maximum borrowing base under the credit facility from $270 million to $400 million and provide the Company with a one-time option, subject to approval by the lenders under the credit facility, to increase the borrowing base by up to an additional $50 million.  Interest accrues on borrowings under the credit facility, at the Company’s option, at either the base rate (the applicable prime lending rate of Bank of America Business Capital, as announced from time to time) or at the one-month London Interbank Offered Rate (“LIBOR”) plus 0.75%. The $400 million credit facility matures on November 27, 2012.

9

9.           BUSINESS SEGMENTS

The Company has several operating divisions aggregated under the wholesale segment, which is the Company’s only reportable segment.  These operating divisions have similar products and services, customer channels, distribution methods and historical margins.  The wholesale segment is engaged in national distribution of natural, organic and specialty foods, produce, and related products in the United States.  The Company has additional operating divisions that do not meet the quantitative thresholds for reportable segments.  Therefore, these operating divisions are aggregated under the caption of “Other” with corporate operating expenses that are not allocated to operating divisions.  Non-operating expenses that are not allocated to the operating divisions are under the caption of “Unallocated Expenses.”  “Other” includes a retail division, which engages in the sale of natural foods and related products to the general public through retail storefronts on the east coast of the United States, and a manufacturing division, which engages in importing, roasting and packaging nuts, seeds, dried fruit and snack items.  “Other” also includes corporate expenses, which consist of salaries, retainers, and other related expenses of officers, directors, corporate finance (including professional services), governance, human resources and internal audit that are necessary to operate the Company’s headquarters located in Dayville, Connecticut.

Following is business segment information for the periods indicated (in thousands):

	Wholesale		Other			Eliminations			Unallocated Expenses			Consolidated
Three months ended January 26, 2008:
Net sales	$	819,278	$	31,122		$	(19,744	)				$	830,656
Operating income (loss)		20,333		(433	)		(328	)					19,572
Interest expense									$	5,059			5,059
Interest income										(153	)		(153	)
Other, net										6			6
Income before income taxes													14,660
Depreciation and amortization		5,196		286									5,482
Capital expenditures		8,700		142									8,842
Goodwill		164,098		15,871									179,969
Total assets		943,336		129,962			(8,669	)					1,064,629
Three months ended January 27, 2007:
Net sales	$	657,560	$	28,988		$	(18,003	)				$	668,545
Operating income (loss)		22,490		1,058			(2,113	)					21,435
Interest expense									$	3,350			3,350
Interest income										(180	)		(180	)
Other, net										399			399
Income before income taxes													17,866
Depreciation and amortization		4,585		238			-						4,823
Goodwill		64,032		14,012									78,044
Capital expenditures		9,565		216			-						9,781
Total assets		681,598		78,452			(7,627	)					752,423

10

	Wholesale		Other		Eliminations			Unallocated Expenses			Consolidated
Six months ended January 26, 2008:
Net sales	$	1,544,007	$	62,900	$	(39,862	)				$	1,567,045
Operating income (loss)		43,393		841		(457	)					43,777
Interest expense								$	7,950			7,950
Interest income									(332	)		(332	)
Other, net									75			75
Income before income taxes												36,084
Depreciation and amortization		9,578		582								10,160
Capital expenditures		21,048		418								21,466
Goodwill		164,098		15,871								179,969
Total assets		943,336		129,962		(8,669	)					1,064,629
Six months ended January 27, 2007:
Net sales	$	1,293,330	$	52,969	$	(31,321	)				$	1,314,978
Operating income (loss)		45,256		1,423		(2,103	)					44,576
Interest expense								$	6,261			6,261
Interest income									(294	)		(294	)
Other, net									371			371
Income before income taxes												38,238
Depreciation and amortization		8,911		467		-						9,378
Capital expenditures		14,202		340		-						14,542
Goodwill		64,032		14,012								78,044
Total assets		681,598		78,452		(7,627	)					752,423

10.           NEW ACCOUNTING PRONOUNCEMENTS

On July 29, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 ("FIN 48"), which applies to all tax positions accounted for under SFAS No. 109, Accounting for Income Taxes.  FIN 48 prescribes a two step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return.  The first step is a determination of whether the tax position should be recognized in the financial statements.  The second step determines the measurement of the tax position. FIN 48 also provides guidance on de-recognition of such tax positions, classification, potential interest and penalties, accounting in interim periods and disclosure.  We did not have any unrecognized tax benefits and there was no effect on our consolidated financial statements as a result of adopting FIN 48.

The Company and its subsidiaries file income tax returns in the United States federal jurisdiction and in various state jurisdictions.  The Company is no longer subject to U.S. federal tax examinations for years before 2003.  The tax years that remain subject to examination by state jurisdictions range from 2001 to 2006.  In the normal course of business, the Company is regularly audited by U.S. federal, state and local tax authorities in various tax jurisdictions.  The ultimate resolution of these matters, including those that may be resolved within the next twelve months, is not yet determinable.

Our policy to include interest and penalties related to unrecognized tax benefits as a component of income tax expense did not change as a result of implementing FIN 48.  As of the date of adoption of FIN 48, we did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor was any interest expense recognized during the quarter.

11

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”).  SFAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements under other accounting pronouncements, but does not change the existing guidance as to whether or not an instrument is carried at fair value. The statement is effective for fiscal years beginning after November 15, 2007. The Company will adopt SFAS 157 in fiscal 2009 and is currently evaluating whether the adoption of SFAS 157 will have a material effect on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The statement is effective for fiscal years beginning after November 15, 2007.  The Company will adopt SFAS 159 in fiscal 2009 and is currently evaluating whether the adoption of SFAS 159 will have a material effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51. This statement establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS 160 to have a material effect on its consolidated financial statements.

12

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties.  In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would,” or similar words.  You should read statements that contain these words carefully because they discuss future expectations, contain projections of future results of operations or of financial condition or state other “forward-looking” information.  The risk factors listed in Item 1A of Part II of this report, as well as any cautionary language elsewhere in this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations described in these forward-looking statements.  You should be aware that the occurrence of the events described in the risk factors in Item 1A of Part II of this report and elsewhere in this Quarterly Report on Form 10-Q could have an adverse effect on our business, results of operations and financial condition.

Any forward-looking statements in this Quarterly Report on Form 10-Q are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements, possibly materially.  We do not undertake any obligation to update any information in this report until the effective date of our future reports required by applicable laws.  Any projections of future results of operations should not be construed in any manner as a guarantee that such results will in fact occur.  These projections are subject to change and could differ materially from final reported results.  We may from time to time update these publicly announced projections, but we are not obligated to do so.

Overview

We are a leading national distributor of natural, organic and specialty foods and related products in the United States.  In recent years, our sales to existing and new customers have increased through the continued growth of the natural and organic products industry in general; increased market share through our high quality service and a broader product selection, and the acquisition of, or merger with, natural products distributors; the expansion of our existing distribution centers; the construction of new distribution centers; and the development of our own line of natural and organic branded products.

On November 2, 2007, we acquired Distribution Holdings, Inc. (“DHI”) and its wholly-owned subsidiary Millbrook Distribution Services, Inc. (“Millbrook”) for total cash consideration of $85.4 million, subject to certain adjustments set forth in the merger agreement.  Millbrook operates four distribution centers in Massachusetts, New Jersey, Florida and Arkansas and has approximately 1,100 employees located throughout the United States.  Through our Millbrook division’s four distribution centers, which provide approximately 1.6 million square feet of warehouse space, we distribute specialty food items (including ethnic, kosher, gourmet, organic and natural foods), health and beauty care items and other non-food items to more than 9,000 retail locations.

We believe that the acquisition of Millbrook accomplishes several of the Company’s strategic objectives, including accelerating the Company’s expansion into a number of high-growth business segments and establishing immediate market share in the fast-growing specialty foods market.  We believe that Millbrook’s customer base enhances the Company’s conventional supermarket business channel and that the organizations’ complementary product lines present opportunities for cross-selling.

We also own and operate 12 retail natural products stores, located primarily in Florida, through our subsidiary, the Natural Retail Group.  We believe that our retail business serves as a natural complement to our distribution business because it enables us to develop new marketing programs and improve customer service.  In addition, our subsidiary, Hershey Import Company, Inc. (“Hershey Imports”), specializes in the importing, roasting and packaging of nuts, seeds, dried fruits and snack items.  Our operations are comprised of three principal divisions:

· our wholesale division, which includes our broadline distribution business, Albert’s Organics, Millbrook and Select Nutrition;

· our retail division, which consists of our 12 retail stores; and

13

· our manufacturing division, which is comprised of Hershey Imports and our branded product lines.

In order to maintain our market leadership and improve our operating efficiencies, we continually seek to:

· expand our marketing and customer service programs across regions;

· expand our national purchasing opportunities;

· offer a broader product selection;

· consolidate systems applications among physical locations and regions;

· increase our investment in people, facilities, equipment and technology; and

· reduce geographic overlap between regions.

Our continued growth has created the need for expansion of existing facilities to achieve maximum operating efficiencies and to assure adequate space for future needs.  In January 2008, we announced plans to lease a new, 613,000 square foot distribution center in Moreno Valley, California to serve our customers in Southern California, Arizona, Southern Nevada, Southern Utah, and Hawaii.  Operations are scheduled to commence during the summer of 2008.  Our new 237,000 square foot distribution center in Ridgefield, Washington commenced operations in December 2007 and serves as a regional distribution hub for customers in Portland, Oregon and other Northwest states.  We opened our Sarasota, Florida warehouse in the first quarter of fiscal 2008 in order to reduce the geographic area served by our Atlanta, Georgia facility, which we believe will contribute to lower transportation costs.  We have made significant capital expenditures and incurred considerable expenses in connection with the opening and expansion of facilities.

With the opening of the Sarasota and Ridgefield facilities as well as our acquisition of four Millbrook facilities, we have added approximately 3,700,000 square feet to our distribution centers since fiscal 2002, representing a 200% increase in our distribution capacity.  Our current capacity utilization is approximately 72%.

Net sales consists primarily of sales of natural, organic and specialty products to retailers, adjusted for customer volume discounts, returns and allowances.  Net sales also includes amounts due to us from customers for shipping and handling and fuel surcharges.  The principal components of our cost of sales include the amounts paid to manufacturers and growers for product sold, plus the cost of transportation necessary to bring the product to our distribution facilities.  Cost of sales also includes amounts incurred by us for inbound transportation costs and depreciation for manufacturing equipment at our manufacturing subsidiary, Hershey Imports, and consideration received from suppliers in connection with the purchase or promotion of the suppliers’ products.  Total operating expenses include salaries and wages, employee benefits (including payments under our Employee Stock Ownership Plan), warehousing and delivery (including shipping and handling), selling, occupancy, insurance, administrative, share-based compensation, depreciation and amortization expense.  Other expense (income) includes interest on our outstanding indebtedness, interest income and miscellaneous income and expenses.  Our gross margin may not be comparable to other similar companies within our industry that may include all costs related to their distribution network in their costs of sales rather than as operating expenses. We include costs to support the purchasing department and outbound transportation expenses within our operating expenses rather than in our cost of sales.

In August 2007, Whole Foods Market, Inc. (“Whole Foods Market”) and Wild Oats Markets, Inc. (“Wild Oats Markets”) completed their previously-announced merger, as a result of which, Wild Oats Markets became a wholly-owned subsidiary of Whole Foods Market.  Whole Foods Market sold all thirty-five of Wild Oats Markets’ Henry's and Sun Harvest store locations to a subsidiary of Smart & Final Inc. on September 30, 2007.  On a combined basis and excluding sales to Henry’s and Sun Harvest store locations, Whole Foods Market and Wild Oats Markets accounted for approximately 33.2% and 34.3% of our net sales for the three months and six months ended January 26, 2008, respectively.  On a combined basis and excluding sales to Henry’s and Sun Harvest store locations, Whole Foods Market and Wild Oats Markets accounted for approximately 34.6% and 33.8% of our net sales for the three months and six months ended January 27, 2007, respectively.

14

Critical Accounting Policies

The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  The Securities and Exchange Commission (“SEC”) has defined critical accounting policies as those that are both most important to the portrayal of our financial condition and results of operations and require our most difficult, complex or subjective judgments or estimates. Based on this definition, we believe our critical accounting policies include the following: (i) determining our allowance for doubtful accounts, (ii) determining our reserves for the self-insured portions of our workers’ compensation and automobile liabilities and (iii) valuing goodwill and intangible assets.   For all financial statement periods presented, there have been no material modifications to the application of these critical accounting policies.

Allowance for doubtful accounts

We analyze customer creditworthiness, accounts receivable balances, payment history, payment terms and historical bad debt levels when evaluating the adequacy of our allowance for doubtful accounts.  In instances where a reserve has been recorded for a particular customer, future sales to the customer are conducted using cash-on-delivery terms or the account is closely monitored so that as agreed upon payments are received, orders are released; a failure to pay results in held or cancelled orders.  Our accounts receivable balance was $184.4 million and $160.3 million, net of the allowance for doubtful accounts of $5.7 million and $4.4 million, as of January 26, 2008 and July 28, 2007, respectively.  Our notes receivable balances were $4.7 million and $4.5 million, net of the allowance of doubtful accounts of $1.3 million and $1.6 million, as of January 26, 2008 and July 28, 2007, respectively.

Insurance reserves

It is our policy to record the self-insured portions of our workers’ compensation and automobile liabilities based upon actuarial methods of estimating the future cost of claims and related expenses that have been reported but not settled, and that have been incurred but not yet reported.  Any projection of losses concerning workers’ compensation and automobile liability is subject to a considerable degree of variability.  Among the causes of this variability are unpredictable external factors affecting litigation trends, benefit level changes and claim settlement patterns.  If actual claims incurred are greater than those anticipated, our reserves may be insufficient and additional costs could be recorded in the consolidated financial statements.

Valuation of goodwill and intangible assets

Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets, requires that companies test goodwill for impairment at least annually and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  We have elected to perform our annual tests for indications of goodwill impairment during the fourth quarter of each year.  Impairment losses are determined based upon the excess of carrying amounts over discounted expected future cash flows of the underlying business.  The assessment of the recoverability of long-lived assets will be impacted if estimated future cash flows are not achieved.  For reporting units that indicate potential impairment, we determine the implied fair value of that reporting unit using a discounted cash flow analysis and compare such values to the respective reporting units’ carrying amounts.  Total goodwill as of January 26, 2008 and July 28, 2007 was $180.0 million and $79.9 million, respectively.

Results of Operations

The following table presents, for the periods indicated, certain income and expense items expressed as a percentage of net sales:

15

	Three months ended		Six months ended
	January 26,	January 27,	January 26,	January 27,
	2008	2007	2008	2007
Net sales	100.0%	100.0%	100.0%	100.0%
Cost of sales	81.4%	81.4%	81.5%	81.2%
Gross profit	18.6%	18.6%	18.5%	18.8%
Operating expenses	16.3%	15.2%	15.7%	15.4%
Impairment on assets held for sale	0.0%	0.1%	0.0%	0.0%
Total operating expenses	16.3%	15.4%*	15.7%	15.4%
Operating income	2.4%*	3.2%	2.8%	3.4%
Other expense (income):
Interest expense	0.6%	0.5%	0.5%	0.5%
Interest income	0.0%	0.0%	0.0%	0.0%
Other, net	0.0%	0.1%	0.0%	0.0%
Total other expense	0.6%	0.5%*	0.5%	0.5%
Income before income taxes	1.8%	2.7%	2.3%	2.9%
Provision for income taxes	0.7%	1.0%	0.9%	1.1%
Net income	1.1%	1.6%*	1.4%	1.8%

* Total reflects rounding

Three Months Ended January 26, 2008 Compared To Three Months Ended January 27, 2007

Net Sales

Our net sales increased approximately 24.2%, or $162.1 million, to $830.7 million for the three months ended January 26, 2008, from $668.5 million for the three months ended January 27, 2007.   This increase was primarily due to sales from our newly acquired Millbrook business of $72.3 million as well as organic growth (growth excluding the impact of acquisitions) in our wholesale division of $89.4 million.  Our organic growth is due to the continued growth of the natural products industry in general and the opening of new distribution centers, which allows us to carry a broader selection of products and reduce the distances traveled to our customers.

On a combined basis, and excluding sales to Henry’s and Sun Harvest store locations, which were divested by Whole Foods Market following its merger with Wild Oats Markets, Whole Foods Market and Wild Oats Markets accounted for approximately 33.2% and 34.6% of our net sales for the three months ended January 26, 2008 and January 27, 2007, respectively.  The Henry’s and Sun Harvest locations divested by Whole Foods Market remain our customers.

The following table lists the percentage of sales by customer type for the three months ended January 26, 2008 and January 27, 2007:

Customer type	Percentage of Net Sales
	2008	2007
Independently owned natural products retailers	41%	45%
Supernatural chains	33%	34%
Conventional supermarkets	22%	17%
Other	4%	4%

16

Sales to Henry’s and Sun Harvest store locations have been reclassified from our supernatural channel into our supermarket channel in both the current and prior year and will continue in this classification going forward.  This reclassification resulted in an increase in sales in the supermarket channel of 1.7% and a decrease in sales in the supernatural channel of 1.7% for the three months ended January 27, 2007.  Sales in the supermarket channel were positively impacted for the three months ended January 26, 2008 by our acquisition of Millbrook and negatively impacted for the three months ended January 26, 2008 by the loss of a key customer.

Gross Profit

Our gross profit increased approximately 24.7%, or $30.6 million, to $154.7 million for the three months ended January 26, 2008, from $124.1 million for the three months ended January 27, 2007.  Our gross profit as a percentage of net sales was 18.6% for the three months ended January 26, 2008 and January 27, 2007.  Gross profit as a percentage of net sales during the three months ended January 26, 2008 was positively impacted by sales from our Millbrook business.  We expect Millbrook's full service supermarket model to generate a higher gross margin over the long-term in our core distribution business; however, we also expect to incur higher operating expenses in providing those services.  Gross profit as a percentage of net sales during the three months ended January 26, 2008 was negatively impacted by missed forward buying opportunities that are considered temporary.  We intend to increase our emphasis on sales of branded products, which we believe will allow us to generate higher gross margins over the long-term, as branded product revenues generally yield relatively higher margins.

Operating Expenses

Our total operating expenses increased approximately 31.6%, or $32.5 million, to $135.1 million for the three months ended January 26, 2008, from $102.6 million for the three months ended January 27, 2007.  The increase in total operating expenses for the three months ended January 26, 2008 was due primarily to increases in infrastructure and personnel costs within our wholesale division of approximately $29.5 million as a result of the Millbrook acquisition and to support our continued sales growth.  Operating expenses for the three months ended January 26, 2008 also included $0.7 million of costs associated with opening the Ridgefield, Washington facility.  Total operating expenses for the three months ended January 27, 2007 included a loss of $1.5 million related to the sale of one of our Auburn, California facilities, an impairment charge of $0.8 million related to the reclassification of the remaining Auburn, California facility to held-for-sale, and $0.4 million in termination fees related to the early termination of unused leased space at a facility in Minnesota.  Total operating expenses for the three months ended January 26, 2008 includes share-based compensation expense of $1.4 million.  Share-based compensation expense for the three months ended January 27, 2007 was $1.0 million.

As a percentage of net sales, total operating expenses increased to approximately 16.3% for the three months ended January 26, 2008, from approximately 15.4% for the three months ended January 27, 2007.  The increase in operating expenses as a percentage of net sales was primarily attributable to our acquisition of Millbrook as well as $0.7 million of costs associated with opening the Ridgefield, Washington facility.  We expect that the opening of new facilities will contribute efficiencies and lead to lower operating expenses related to sales over the long-term.

Operating Income

Operating income decreased approximately 8.7%, or $1.9 million, to $19.6 million for the three months ended January 26, 2008 from $21.4 million for the three months ended January 27, 2007.  As a percentage of net sales, operating income was 2.4% for the three months ended January 26, 2008, compared to 3.2% for the three months ended January 27, 2007.  The decrease in operating income as a percentage of net sales is attributable to the increase in operating expenses as a percentage of net sales for the three months ended January 26, 2008, compared to the three months ended January 27, 2007.

Other Expense (Income)

Other expense (income) increased $1.3 million to $4.9 million for the three months ended January 26, 2008, from $3.6 million for the three months ended January 27, 2007.  Interest expense of $5.1 million for the three months ended January 26, 2008 represented an increase of 51% from the three months ended January 27, 2007 due primarily to the increase in debt levels required to fund our acquisitions of Millbrook and two branded product companies.

17

Debt levels also increased for the three months ended January 26, 2008 compared to the three months ended January 27, 2007 as a result of Millbrook’s working capital needs and increased inventory levels in preparation for the opening of the Sarasota, Florida and Ridgefield, Washington facilities.

Provision for Income Taxes

Our effective income tax rate was 37.9% and 39.0% for the three months ended January 26, 2008 and January 27, 2007, respectively.  The decrease in the effective income tax rate was primarily due to anticipated tax credits associated with the solar panel installation projects at our Rocklin, California and Dayville, Connecticut distribution facilities.  This decrease was offset by an increase in our effective income tax rate due to the acquisition of Millbrook.  Our effective income tax rate was also affected by share-based compensation for incentive stock options and the timing of disqualifying dispositions of certain share-based compensation awards.  SFAS 123(R) provides that the tax effect of the book compensation cost previously recognized for an incentive stock option that an employee does not retain for the minimum holding period required by the Internal Revenue Code (a “disqualified disposition”) is recognized as a tax benefit in the period the disqualifying disposition occurs.  Our effective income tax rate will continue to be effected by the tax impact related to incentive stock options and the timing of tax benefits related to disqualifying dispositions.

Net Income

Net income decreased $1.8 million to $9.1 million, or $0.21 per diluted share, for the three months ended January 26, 2008, compared to $10.9 million, or $0.25 per diluted share, for the three months ended January 27, 2007.

Six Months Ended January 26, 2008 Compared To Six Months Ended January 27, 2007

Net Sales

Our net sales increased approximately 19.2%, or $252 million, to $1,567 million for the six months ended January 26, 2008, from $1,315 million for the six months ended January 27, 2007.  This increase was primarily due to sales from our newly acquired Millbrook business of $72.3 million as well as organic growth in our wholesale division of $178.4.  Our organic growth is due to the continued growth of the natural products industry in general, increased market share through our focus on service and added value services, and the opening of new, and expansion of existing, distribution centers, which allows us to carry a broader selection of products.

On a combined basis, and excluding sales to Henry’s and Sun Harvest store locations, which were divested by Whole Foods Market following its merger with Wild Oats Markets, Whole Foods Market and Wild Oats Markets accounted for approximately 34.3% and 33.8% of our net sales for the six months ended January 26, 2008 and January 27, 2007, respectively.  The Henry’s and Sun Harvest locations divested by Whole Foods Market remain our customers.

The following table lists the percentage of sales by customer type for the six months ended January 26, 2008 and January 27, 2007:

Customer type	Percentage of Net Sales
	2008	2007
Independently owned natural products retailers	42%	45%
Supernatural chains	34%	34%
Conventional supermarkets	20%	17%
Other	4%	4%

18

Sales to Henry’s and Sun Harvest store locations have been reclassified from our supernatural channel into our supermarket channel in both the current and prior year and will continue in this classification going forward.  This reclassification resulted in an increase in sales in the supermarket channel of 1.6% and a decrease in sales in the supernatural channel of 1.6% for the six months ended January 27, 2007.  Sales in the supermarket channel were positively impacted for the six months ended January 26, 2008 by our acquisition of Millbrook and negatively impacted for the six months ended January 26, 2008 by the loss of a key customer.

Gross Profit

Our gross profit increased approximately 17.2%, or $42.5 million, to $290.1 million for the six months ended January 26, 2008, from $247.6 million for the six months ended January 27, 2007.  Our gross profit as a percentage of net sales was 18.5% and 18.8% for the six months ended January 26, 2008 and January 27, 2007, respectively.  Gross profit as a percentage of net sales during the six months ended January 26, 2008 was positively impacted by sales from our Millbrook business.  We expect Millbrook's full service supermarket model to generate a higher gross margin over the long-term in our core distribution business; however, we expect to incur higher operating expenses in providing those services.  Gross profit as a percentage of net sales during the six months ended January 26, 2008 was negatively impacted by missed forward buying opportunities that are considered temporary.  We intend to increase our emphasis on sales of branded products, which we believe will allow us to generate higher gross margins over the long-term, as branded product revenues generally yield relatively higher margins.

Operating Expenses

Our total operating expenses increased approximately 21.3%, or $43.3 million, to $246.4 million for the six months ended January 26, 2008, from $203.1 million for the six months ended January 27, 2007.  The increase in total operating expenses for the six months ended January 26, 2008 was primarily due to increases in infrastructure and personnel costs within our wholesale division of approximately $35.2 million as a result of the Millbrook acquisition and to support our continued sales growth.  Operating expenses for the six months ended January 26, 2008 also included $3.1 million of costs associated with opening the Sarasota, Florida and Ridgefield, Washington facilities.  Total operating expenses for the three months ended January 27, 2007 included a loss of $1.5 million related to the sale of one of our Auburn, California facilities, an impairment charge of $0.8 million related to the reclassification of the remaining Auburn, California facility to held-for-sale, and $0.4 million in termination fees related to the early termination of unused leased space at a facility in Minnesota.  Total operating expenses for the first six months of fiscal 2008 includes share-based compensation expense of $2.4 million, compared to $2.0 million in the first six months of 2007, resulting from the adoption of SFAS 123(R).  See Note 2 to the condensed consolidated financial statements.

As a percentage of net sales, total operating expenses, increased to approximately 15.7% for the six months ended January 26, 2008, from approximately 15.4% for the six months ended January 27, 2007.  The increase in operating expenses as a percentage of net sales was primarily attributable to our acquisition of Millbrook as well as $3.1 million of costs associated with starting up the Sarasota, Florida and Ridgefield, Washington facilities.  We expect that the opening of new facilities will contribute efficiencies and lead to lower operating expenses related to sales over the long-term.

Operating Income

Operating income decreased approximately 1.8%, or $0.8 million, to $43.8 million for the six months ended January 26, 2008, from $44.6 million for the six months ended January 27, 2007.  As a percentage of net sales, operating income was 2.8% for the six months ended January 26, 2008, compared to 3.4% for the six months ended January 27, 2007.  The decrease in operating income as a percentage of net sales is attributable to the increase in operating expenses as a percentage of net sales for the six months ended January 26, 2008, compared to the six months ended January 27, 2007.

Other Expense (Income)

Other expense (income) increased $1.4 million to $7.7 million for the six months ended January 26, 2008, from $6.3 million for the six months ended January 27, 2007.  Interest expense for the six months ended January 26, 2008 increased to $8.0 million from $6.3 million for the six months ended January 28, 2006.  The increase in interest expense was due primarily to the increase in debt levels required to fund our acquisitions of Millbrook and three branded product companies.  Debt levels also increased for the six months ended January 26, 2008 compared to the six months ended January 27, 2007 as a result of Millbrook’s working capital needs and increased inventory levels in preparation for the opening of the Ridgefield, Washington facility.

19

Provision for Income Taxes

Our effective income tax rate was 37.2% and 39.0% for the six months ended January 26, 2008 and January 27, 2007, respectively.  The decrease in the effective income tax rate was primarily due to anticipated tax credits associated with the solar panel installation projects at our Rocklin, California and Dayville, Connecticut distribution facilities.  This decrease was offset by an increase in our effective income tax rate due to the acquisition of Millbrook.  Our effective income tax rate was also affected by share-based compensation for incentive stock options and the timing of disqualifying dispositions of certain share-based compensation awards.  Our effective income tax rate will continue to be effected by the tax impact related to incentive stock options and the timing of tax benefits related to disqualifying dispositions.

Net Income

Net income decreased $0.7 million to $22.7 million, or $0.53 per diluted share, for the six months ended January 26, 2008, compared to $23.3 million, or $0.55 per diluted share, for the six months ended January 27, 2007.

Liquidity and Capital Resources

We finance operations and growth primarily with cash flows from operations, borrowings under our credit facility, operating leases, trade payables and bank indebtedness.  In addition, from time to time, we may issue equity and debt securities.

On November 2, 2007 and on November 27, 2007, the Company amended its $250 million secured revolving credit facility with a bank group led by Bank of America Business Capital as the administrative agent.  The amendments entered into on November 2, 2007 temporarily increased the maximum borrowing base under the credit facility from $250 million to $270 million.  The amendments entered into on November 27, 2007 increased the maximum borrowing base under the credit facility from $270 million to $400 million and provide the Company with a one-time option, subject to approval by the lenders under the credit facility, to increase the borrowing base by up to an additional $50 million.  Interest accrues on borrowings under the credit facility, at our option, at either the base rate (the applicable prime lending rate of Bank of America Business Capital, as announced from time to time) or at the one-month London Interbank Offered Rate (“LIBOR”) plus 0.75%. The $400 million credit facility matures on November 27, 2012. Our amended credit facility supports our working capital requirements in the ordinary course of business and provides capital to grow our business organically or through acquisitions.  As of January 26, 2008, our borrowing base, based on accounts receivable and inventory levels, was $377.5 million, with remaining availability of $61.3 million.

In April 2003, we executed a term loan agreement in the principal amount of $30 million, secured by certain real property that was released from the lien under our amended and restated credit facility in accordance with an amendment to the loan and security agreement related to that facility.  The term loan is repayable over seven years based on a fifteen-year amortization schedule.  Interest on the term loan initially accrued at one-month LIBOR plus 1.50%.  In December 2003, we amended this term loan agreement to increase the principal amount from $30 million to $40 million under the existing terms and conditions.  On July 29, 2005, we entered into an amended term loan agreement which further increased the principal amount of this term loan from $40 million to up to $75 million and decreased the rate at which interest accrues to one-month LIBOR plus 1.00%.  In connection with the amendments to our amended and restated revolving credit facility described above, effective November 2, 2007 and November 27, 2007, we amended the term loan agreement to conform certain terms and conditions to the corresponding terms and conditions in our amended and restated revolving credit facility.  As of January 26, 2008, approximately $64.4 million was outstanding under the term loan agreement.

We believe that our capital expenditure requirements for fiscal 2008 will be between $50 and $55 million.  We expect to finance these requirements with cash generated from operations and the use of our existing credit facilities.  These projects will provide both expanded facilities and enhanced technology that we believe will provide us with the capacity to continue to support the growth and expansion of our customer base.  We believe that our future capital expenditure requirements will be similar to our anticipated fiscal 2008 requirements, as a percentage of net sales, as we continue to invest in our growth by upgrading our infrastructure and expanding our facilities.  Future investments in acquisitions that we may pursue will be financed through our existing credit facilities, equity or long-term debt negotiated at the time of the potential acquisition.

20

Net cash used in operations was $39.0 million for the six months ended January 26, 2008, and was the result of net income of $22.7 million, the change in cash collected from customers net of cash paid to vendors and a $57.4 million investment in inventory.  The increase in inventory levels primarily related to increased sales, restoring Millbrook’s inventory levels and building inventory in anticipation of the opening of our Sarasota, Florida and Ridgefield, Washington facilities in September 2007 and December 2007, respectively.  Net cash used in operations was $9.5 million for the six months ended January 27, 2007, as the result of net income of $23.3 million, the change in cash collected from customers net of cash paid to vendors and a $31.7 million investment in inventory.  Days in inventory was 52 days at January 26, 2008 and 49 days at January 27, 2007.  Days sales outstanding improved to 21 days at January 26, 2008, compared to 23 days at January 27, 2007.  Working capital decreased by $126.3 million, or 58%, to $90.2 million at January 26, 2008, compared to working capital of $216.5 million at July 28, 2007.

Net cash used in investing activities increased $118.4 million to $128.5 million for the six months ended January 26, 2008, compared to $10.1 million for the same period in 2007.  This increase was primarily due to purchases of acquired businesses, net of cash.

Net cash provided by financing activities was $175.7 million for the six months ended January 26, 2008, primarily due to new debt incurred related to our acquisition of Millbrook, the increase in our bank overdraft and proceeds from borrowings under notes payable, partially offset by repayments on long-term debt.  Net cash provided by financing activities was $16.7 million for the six months ended January 27, 2007, primarily due to $10.0 million in proceeds received from the increase in borrowings under our term loan agreement, the increase in our bank overdraft and proceeds from, and the tax benefit due to, the exercise of stock options, partially offset by repayments of long-term debt.

On December 1, 2004, our Board of Directors authorized the repurchase of up to $50 million of common stock from time to time in the open market or in privately negotiated transactions.  As part of the stock repurchase program, we have purchased 228,800 shares of our common stock for our treasury at an aggregate cost of approximately $6.1 million.  All shares were purchased at prevailing market prices.  We may continue or, from time to time, suspend repurchases of shares under our stock repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors. Whether and when to initiate and/or complete any purchase of common stock and the amount of common stock purchased will be determined in our complete discretion.  We did not make any such common stock repurchases in the six months ended January 26, 2008 or January 27, 2007.

In August 2005, we entered into an interest rate swap agreement effective July 29, 2005.  This agreement provides for us to pay interest for a seven-year period at a fixed rate of 4.70% on a notional principal amount of $50 million while receiving interest for the same period at one-month LIBOR on the same notional principal amount.  The swap has been entered into as a hedge against LIBOR movements on current variable rate indebtedness totaling $50 million at one-month LIBOR plus 1.00%, thereby fixing our effective rate on the notional amount at 5.70%.  One-month LIBOR was 4.6% as of January 26, 2008.  The swap agreement qualifies as an “effective” hedge under SFAS 133.

We may from time to time enter into commodity swap agreements to reduce price risk associated with our anticipated purchases of diesel fuel. These commodity swap agreements hedge a portion of our expected fuel usage for the periods set forth in the agreements.  We monitor the commodity (NYMEX #2 Heating oil) used in our swap agreements to determine that the correlation between the commodity and diesel fuel is deemed to be “highly effective.”  At January 26, 2008, we had no outstanding commodity swap agreements.  At January 27, 2007, we had one outstanding commodity swap agreement which matured on June 30, 2007.

There have been no material changes to our commitments and contingencies from those disclosed in our Annual Report on Form 10-K for the year ended July 28, 2007 except for an operating lease signed with respect to warehouse space in Moreno Valley, California.  Commitments related to that lease agreement amount to $0.2 million in fiscal year 2008, $7.0 million in fiscal years 2009 through 2011, $5.1 million in fiscal years 2012 and 2013, and $14.0 million, thereafter.

21

SEASONALITY

In the fiscal years ended July 28, 2007 and July 29, 2006, we experienced a slight sequential decline in sales from the third fiscal quarter to the fourth fiscal quarter.  This may indicate that our business is developing some seasonality during late spring and early summer months.  Additionally, our sales and operating results may vary significantly from quarter to quarter due to factors such as changes in our operating expenses, demand for natural products, supply shortages and general economic conditions.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.  FIN 48 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48 is effective for fiscal years beginning after December 15, 2006 and the provisions of FIN 48 will be applied to all tax positions upon initial adoption of the Interpretation. The cumulative effect of applying the provisions of this Interpretation will be reported as an adjustment to the opening balance of retained earnings for that fiscal year. We adopted FIN 48 on July 29, 2007.  The cumulative effect of our adoption of FIN 48 did not result in a material adjustment to our tax liability for unrecognized income tax benefits. Our policy to include interest and penalties related to unrecognized tax benefits as a component of income tax expense did not change as a result of implementing the FIN 48.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. (“SFAS”) 157, Fair Value Measurements (“SFAS 157”).  SFAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements under other accounting pronouncements, but does not change the existing guidance as to whether or not an instrument is carried at fair value.  The statement is effective for fiscal years beginning after November 15, 2007. We will adopt SFAS 157 in fiscal 2009 and currently are evaluating whether the adoption of SFAS 157 will have a material effect on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The statement is effective for fiscal years beginning after November 15, 2007.  We will adopt SFAS 159 in fiscal 2009 and currently are evaluating whether the adoption of SFAS 159 will have a material effect on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51. This statement establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years beginning on or after December 15, 2008.  We do not expect the adoption of SFAS 160 to have a material effect on our consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk results primarily from fluctuations in interest rates on our borrowings and price increases in diesel fuel. As more fully described in Note 5 to the condensed consolidated financial statements, we use interest rate swap agreements to modify variable rate obligations to fixed rate obligations for a portion of our debt, and from time to time use commodity swap agreements to hedge a portion of our expected diesel fuel usage. There have been no material changes to our exposure to market risks from those disclosed in our Annual Report on Form 10-K for the year ended July 28, 2007.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.   We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report on Form 10-Q (the “Evaluation Date”).  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.

22

(b) Changes in internal controls.    There has been no change in our internal control over financial reporting that occurred during the second fiscal quarter of 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

Fair and Accurate Credit Transactions Act Litigation

The Company and its subsidiary Natural Retail Group are defendants in a purported class action filed in January 2008 in the U.S. District Court for the Middle District of Florida.  The lawsuit alleges that the Company and Natural Retail Group violated the Fair and Accurate Credit Transactions Act by printing certain information on customer sales receipts for the Company’s retail stores. The court has not set a discovery schedule in this early stage case.  The parties will file class certification briefs in the spring and summer of 2008.

Item 1A. Risk Factors

Our business, financial condition and results of operations are subject to various risks and uncertainties, including those described below and elsewhere in this Quarterly Report on Form 10-Q.  This section discusses factors that, individually or in the aggregate, we think could cause our actual results to differ materially from expected and historical results. Our business, financial condition or results of operations could be materially adversely affected by any of these risks.

We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties applicable to our business. See “Part I. Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We depend heavily on our principal customer

Our ability to maintain a close, mutually beneficial relationship with our largest customer, Whole Foods Market, is an important element to our continued growth.  In October 2006, we announced a seven-year distribution agreement with Whole Foods Market, which commenced on September 26, 2006, under which we will continue to serve as the primary U.S. distributor to Whole Foods Market in the regions where we previously served.  In November 2006, we entered into an amendment to that distribution agreement, under which we were named the primary wholesale natural grocery distributor to Whole Foods Market in the Southern Pacific region of the United States, which includes Southern California, Arizona and Southern Nevada, and is a region we did not previously serve.  We began expanding our relationship with Whole Foods Market for this region in January 2007.  In August 2007, Whole Foods Market and Wild Oats Markets completed their previously-announced merger, as a result of which, Wild Oats Markets became a wholly-owned subsidiary of Whole Foods Market.  We are currently in the process of extending the terms of the distribution agreement with Whole Foods Market to Wild Oats Markets stores.  Whole Foods Market sold all thirty-five of Wild Oats Markets’ Henry's and Sun Harvest store locations to a subsidiary of Smart & Final Inc. on September 30, 2007.  On a combined basis, and excluding sales to Henry’s and Sun Harvest store locations, Whole Foods Market and Wild Oats Markets accounted for approximately 34.3% and 33.8% of our net sales for the six months ended January 26, 2008 and January 27, 2007, respectively.  As a result of this concentration of our customer base, the loss or cancellation of business from Whole Foods Market, including from increased distribution to their own facilities or closures of stores previously owned by Wild Oats Markets, could materially and adversely affect our business, financial condition or results of operations.

We sell products under purchase orders, and we generally have no agreements with or commitments from our customers for the purchase of products.  We cannot assure you that our customers will maintain or increase their sales volumes or orders for the products supplied by us or that we will be able to maintain or add to our existing customer base.

23

Our profit margins may decrease due to consolidation in the grocery industry

The grocery distribution industry generally is characterized by relatively high volume with relatively low profit margins.  The continuing consolidation of retailers in the natural products industry and the growth of supernatural chains may reduce our profit margins in the future as more customers qualify for greater volume discounts, and we experience pricing pressures from both ends of the supply chain.

Our acquisition strategy poses risks to our business

We continually evaluate opportunities to acquire other companies.  We believe that there are risks related to acquiring companies, including overpaying for acquisitions, losing key employees of acquired companies and failing to achieve potential synergies.  Additionally, our business could be adversely affected if we are unable to integrate the companies acquired in our acquisitions and mergers.

A significant portion of our historical growth has been achieved through acquisitions of or mergers with other distributors of natural products.  Successful integration of merger partners is critical to our future operating and financial performance.  Integration requires, among other things:

· maintaining the customer base;

· optimizing delivery routes;

· coordinating administrative, distribution and finance functions; and

· integrating management information systems and personnel.

The integration process has and could divert the attention of management and any difficulties or problems encountered in the transition process could have a material adverse effect on our business, financial condition or results of operations.  In addition, the process of combining companies has caused and could cause the interruption of, or a loss of momentum in, the activities of the respective businesses, which could have an adverse effect on their combined operations.  For example, our acquisition of Millbrook has not yet produced the purchasing efficiencies and other synergies we expect to result from the acquisition.  Although we expect to achieve these efficiencies in future periods, we cannot assure you that we will realize any of the anticipated benefits of this or other mergers.

We may have difficulty managing our growth

The growth in the size of our business and operations has placed and is expected to continue to place a significant strain on our management.  Our future growth is limited in part by the size and location of our distribution centers.  We cannot assure you that we will be able to successfully expand our existing distribution facilities or open new distribution facilities in new or existing markets to facilitate growth.  In addition, our growth strategy to expand our market presence includes possible additional acquisitions.  To the extent our future growth includes acquisitions, we cannot assure you that we will successfully identify suitable acquisition candidates, consummate and integrate such potential acquisitions or expand into new markets.  Our ability to compete effectively and to manage future growth, if any, will depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our work force.  We cannot assure you that our personnel, systems, procedures and controls will be adequate to support our operations.  Our inability to manage our growth effectively could have a material adverse effect on our business, financial condition or results of operations.  Our focus on growth may temporarily redirect resources previously focused on reducing product cost, resulting in lower gross profits in relation to sales.

We have significant competition from a variety of sources

We operate in competitive markets, and our future success will be largely dependent on our ability to provide quality products and services at competitive prices.  Our competition comes from a variety of sources, including other distributors of natural products as well as specialty grocery and mass market grocery distributors.  We cannot assure you that mass market grocery distributors will not increase their emphasis on natural products and more directly compete with us or that new competitors will not enter the market.  These distributors may have been in business longer than us, may have substantially greater financial and other resources than us, and may be better established in their markets.  We cannot assure you that our current or potential competitors will not provide products or

24

services comparable or superior to those provided by us or adapt more quickly than we do to evolving industry trends or changing market requirements.  It is also possible that alliances among competitors may develop and rapidly acquire significant market share or that certain of our customers will increase distribution to their own retail facilities.  Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could materially adversely affect our business, financial condition or results of operations. We cannot assure you that we will be able to compete effectively against current and future competitors.

Our operations are sensitive to economic downturns

The grocery industry is also sensitive to national and regional economic conditions and the demand for our products may be adversely affected from time to time by economic downturns.  In addition, our operating results are particularly sensitive to, and may be materially adversely affected by:

· difficulties with the collectibility of accounts receivable;

· difficulties with inventory control;

· competitive pricing pressures; and

· unexpected increases in fuel or other transportation-related costs.

We cannot assure you that one or more of such factors will not materially adversely affect our business, financial condition or results of operations.

Increased fuel costs may have a negative impact on our results of operations

Increased fuel costs may have a negative impact on our results of operations. The high cost of diesel fuel can increase the price we pay for products as well as the costs we incur to deliver products to our customers. These factors, in turn, may negatively impact our net sales, margins, operating expenses and operating results.   To manage this risk, we have in the past periodically entered, and may in the future periodically enter, into heating oil derivative contracts to hedge a portion of our projected diesel fuel requirements.  Heating crude oil prices have a highly correlated relationship to fuel prices, making these derivatives effective in offsetting changes in the cost of diesel fuel.  We are not party to any commodity swap agreements at January 26, 2008 and, as a result, our exposure to volatility in the price of diesel fuel has increased relative to our exposure to volatility in prior periods in which we had outstanding heating oil derivative contracts.  We do not enter into fuel hedge contracts for speculative purposes.

Our access to capital and the cost of that capital may have a material adverse effect on our business, financial condition or results of operations

We have an amended $400 million secured revolving credit facility, under which borrowings accrue interest, at our option, at either the base rate (the applicable prime lending rate of Bank of America Business Capital, as announced from time to time) or one-month LIBOR plus 0.75%, which matures on November 27, 2012.  As of January 26, 2007, our borrowing base, based on accounts receivable and inventory levels, was $377.5 million, with remaining availability of $61.3 million.   We have a term loan agreement in the principal amount of $75 million secured by certain real property.  The term loan is repayable over seven years based on a fifteen-year amortization schedule.  Interest on the term loan accrues at one-month LIBOR plus 1.0%.  In connection with the amendments to our amended and restated revolving credit facility, effective November 2, 2007 and November 27, 2007, we amended the term loan agreement to conform certain terms and conditions to the corresponding terms and conditions in our amended and restated revolving credit facility.  As of January 26, 2007, $64.4 million was outstanding under the term loan agreement.

In order to maintain our profit margins, we rely on strategic investment buying initiatives, such as discounted bulk purchases, which require spending significant amounts of working capital.  In the event that our cost of capital increases or our ability to borrow funds or raise equity capital is limited, we could suffer reduced profit margins and be unable to grow our business organically or through acquisitions, which could have a material adverse effect on our business, financial condition or results of operations.

25

Our operating results are subject to significant fluctuations

Our operating results may vary significantly from period to period due to:

· demand for natural products;

· changes in our operating expenses, including in fuel and insurance;

· management’s ability to execute our business and growth strategies;

· changes in customer preferences and demands for natural products, including levels of enthusiasm for health, fitness and environmental issues;

· fluctuation of natural product prices due to competitive pressures;

· personnel changes;

· general economic conditions;

· supply shortages, including due to a lack of an adequate supply of high-quality agricultural products due to poor growing conditions, natural disasters or otherwise;

· volatility in prices of high-quality agricultural products resulting from poor growing conditions, natural disasters or otherwise; and

· future acquisitions, particularly in periods immediately following the consummation of such acquisition transactions while the operations of the acquired businesses are being integrated into our operations.

Due to the foregoing factors, we believe that period-to-period comparisons of our operating results may not necessarily be meaningful and that such comparisons cannot be relied upon as indicators of future performance.

We are subject to significant governmental regulation

Our business is highly regulated at the federal, state and local levels and our products and distribution operations require various licenses, permits and approvals.  In particular:

· our products are subject to inspection by the U.S. Food and Drug Administration;

· our warehouse and distribution facilities are subject to inspection by the U.S. Department of Agriculture and state health authorities; and

· the U.S. Department of Transportation and the U.S. Federal Highway Administration regulate our trucking operations.

The loss or revocation of any existing licenses, permits or approvals or the failure to obtain any additional licenses, permits or approvals in new jurisdictions where we intend to do business could have a material adverse effect on our business, financial condition or results of operations.

We are dependent on a number of key executives

Management of our business is substantially dependent upon the services certain key management employees.  Loss of the services of any officers or any other key management employee could have a material adverse effect on our business, financial condition or results of operations.

26

Union-organizing activities could cause labor relations difficulties

As of January 26, 2008, we had approximately 6,200 full and part-time employees.  An aggregate of approximately 6% of our total employees, or approximately 350 of the employees at our Auburn, Washington, East Brunswick, New Jersey, Edison, New Jersey, Iowa City, Iowa and Leicester, Massachusetts facilities, are covered by collective bargaining agreements.  The Edison, New Jersey, Auburn, Washington, East Brunswick, New Jersey, Leicester, Massachusetts and Iowa City, Iowa agreements expire in June 2008, February 2009, June 2009, March 2008 and July 2009, respectively.  We have in the past been the focus of union-organizing efforts. As we increase our employee base and broaden our distribution operations to new geographic markets, our increased visibility could result in increased or expanded union-organizing efforts. Although we have not experienced a work stoppage to date, if additional employees were to unionize or we are not successful in reaching agreement with these employees, we could be subject to work stoppages and increases in labor costs, either of which could materially adversely affect our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of the Company held on December 6, 2007, the stockholders of the Company considered and voted on two proposals:

1. Election of Directors. The stockholders elected Gordon D. Barker, Gail A. Graham and Thomas B. Simone, to serve as Class II directors until the Company’s 2010 annual meeting of stockholders. The terms of office as directors of Michael S. Funk, James P. Heffernan, Richard Antonelli and Joseph M. Cianciolo continued after the Annual Meeting. The stockholders voted in the following manner:

Name	Votes “FOR”	Votes “WITHHELD”
Gordon D. Barker	38,575,927	343,983
Gail A. Graham	38,661,693	258,217
Thomas B. Simone	37,533,250	1,386,660

2. Independent Auditor. The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ended August 2, 2008. The stockholders voted in the following manner: (i) 38,532,164 votes were cast “FOR” the proposal; (ii) 270,761 votes were cast “AGAINST” the proposal; and (iii) 116,985 votes were cast to “ABSTAIN” from the proposal.

Item 5. Other Information

None.

27

Item 6.  Exhibits

Exhibits

Exhibit  No.	Description
10.35	Lease between Cactus Commerce, LLC, and the Registrant, dated December 3, 2007.
10.36	Third Amendment to Amended and Restated Loan and Security Agreement as of November 2, 2007.
10.37	Fourth Amendment to Amended and Restated Loan and Security Agreement as of November 27, 2007.
10.38	Sixth Amendment to Term Loan Agreement with Bank of America, N.A. as successor to Fleet Capital Corporation, dated November 2, 2007.
10.39	Seventh Amendment to Term Loan Agreement with Bank of America, N.A. as successor to Fleet Capital Corporation, dated November 27, 2007.
10.40	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Richard Antonelli.
10.41	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Daniel V. Atwood.
10.42	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Thomas A. Dziki.
10.43	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Michael Funk.
10.44	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Carl Koch.
10.45	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Mark Shamber.
10.46	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Gordon Barker.
10.47	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Joseph Cianciolo.
10.48	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Gail Graham.
10.49	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and James Heffernan.
10.50	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Peter Roy.
10.51	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Thomas Simone.
10.52	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Michael Beaudry.
10.53	Restricted Unit Agreement, dated as of December 6, 2007, between the Registrant and Randle Lindberg.
10.54	Severance Agreement by and between the Registrant and Robert Sigel.
31.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – CEO
31.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – CFO
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – CEO
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – CFO

*                 *                 *

We would be pleased to furnish a copy of this Form 10-Q to any stockholder who requests it by writing to:

United Natural Foods, Inc.

Investor Relations

260 Lake Road

Dayville, CT  06241

28

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED NATURAL FOODS, INC.

/s/ Mark E. Shamber                                                      

Mark E. Shamber

Chief Financial Officer

(Principal Financial and Accounting Officer)

Dated:  March 6, 2008

29

EX-10.35

Exhibit 10.35

CACTUS COMMERCE, LLC,

as Landlord

AND

UNITED NATURAL FOODS, INC.,

as Tenant

_________________________

LEASE AGREEMENT

_________________________

Dated:

December 3, 2007

Premises:

22150 Goldencrest Drive

Moreno Valley, California

TABLE OF CONTENTS

Page

ARTICLE 1	REFERENCE DATA AND DEFINITIONS		1
ARTICLE 2	DEMISED PREMISES AND TERM		4
	Section 2.1	Demised Premises	4
	Section 2.2	Term	4
	Section 2.3	Tenant’s Entry upon Demised Premises before Commencement Date	5
ARTICLE 3	RENT AND SECURITY DEPOSIT		5
	Section 3.1	Fixed Rent	5
	Section 3.2	Additional Rent	5
	Section 3.3	Past Due Rent	5
	Section 3.4	Intentionally Omitted	6
	Section 3.5	Rent Payments	6
ARTICLE 4	TENANT’S SHARE OF OPERATING COSTS AND TAXES		6
	Section 4.1	Definitions	6
	Section 4.2	Tenant’s Payment of Operating Costs, Taxes and Insurance	8
	Section 4.3	Refunds; Other Items	10
ARTICLE 5	COMPLETION AND OCCUPANCY OF DEMISED PREMISES		11
	Section 5.1	Delivery of Demised Premises	11
	Section 5.2	Construction of Tenant Improvements	11
ARTICLE 6	CONDUCT OF BUSINESS BY TENANT		11
	Section 6.1	Use of Demised Premises	11
	Section 6.2	Compliance with Laws and Requirements of Public Authorities	11
	Section 6.3	Rules and Regulations	12
ARTICLE 7	INTENTIONALLY OMITTED		13
ARTICLE 8	REPAIRS, ALTERATIONS AND MECHANICS’ LIENS		13
	Section 8.1	Repairs	13
	Section 8.2	Alterations	14
	Section 8.3	Mechanics’ Liens	15
ARTICLE 9	UTILITIES AND BUILDING SERVICES		15
	Section 9.1	Utilities and Building Services	15
	Section 9.2	Interruption of Services	15
ARTICLE 10	PROPERTY AND OTHER TAXES		16
	Section 10.1	Tenant’s Property	16
ARTICLE 11	INSURANCE AND INDEMNITY		16

-i-

TABLE OF CONTENTS

(continued)

Page

	SECTION 11.1	INSURANCE	16
	Section 11.2	Indemnity and Non Liability	17
	Section 11.3	Waiver of Subrogation	18
ARTICLE 12	DAMAGE BY CASUALTY		19
	Section 12.1	Notice	19
	Section 12.2	Restoration of Improvements	19
	Section 12.3	Damage During Last Year of Lease Term	20
ARTICLE 13	EMINENT DOMAIN		20
	Section 13.1	Taking of Demised Premises	20
	Section 13.2	Partial or Temporary Taking of Building	20
	Section 13.3	Surrender	21
	Section 13.4	Rent Adjustment for Partial Taking of Demised Premises	21
	Section 13.5	Awards	21
	Section 13.6	Sole Remedy	21
ARTICLE 14	RIGHTS RESERVED TO LANDLORD		22
	Section 14.1	Access to Demised Premises	22
	Section 14.2	Additional Rights	22
ARTICLE 15	ASSIGNMENT AND SUBLETTING		23
	Section 15.1	Consent Required	23
ARTICLE 16	BANKRUPTCY		25
	Section 16.1	Bankruptcy	25
	Section 16.2	Measure of Damages	25
ARTICLE 17	DEFAULT		26
	Section 17.1	Events of Default	26
	Section 17.2	Remedies	26
	Section 17.3	Waiver of Jury Trial	27
ARTICLE 18	SURRENDER		28
	Section 18.1	Possession	28
	Section 18.2	Merger	28
ARTICLE 19	HOLDING OVER		28
	Section 19.1	Holding Over	28
ARTICLE 20	REMEDIES CUMULATIVE		28
	Section 20.1	No Waiver	28
ARTICLE 21	ESTOPPEL CERTIFICATE, SUBORDINATION, ATTORNMENT		29
	Section 21.1	Estoppel Certificate	29

-ii-

TABLE OF CONTENTS

(continued)

Page

	Section 21.2	Subordination	29
	Section 21.3	Attornment	29
	Section 21.4	Mortgages	29
ARTICLE 22	QUIET ENJOYMENT		30
	Section 22.1	Quiet Enjoyment	30
ARTICLE 23	NOTICES		30
	Section 23.1	Notices	30
ARTICLE 24	MISCELLANEOUS PROVISIONS		30
	Section 24.1	Time	30
	Section 24.2	Applicable Law and Construction	30
	Section 24.3	Parties Bound	31
	Section 24.4	Representations by Landlord	31
	Section 24.5	Brokers	31
	Section 24.6	Severability	32
	Section 24.7	Force Majeure	32
	Section 24.8	Definition of Landlord	32
	Section 24.9	No Option	32
	Section 24.10	Exculpatory Clause	32
	Section 24.11	No Recording	32
	Section 24.12	Counterparts	32
	Section 24.13	Financial Statements	33
	Section 24.14	ERISA	33
ARTICLE 25	OPTIONS TO RENEW		33
	Section 25.1	Grant of Option	33
ARTICLE 26	ABATEMENT OF RENT		34
	Section 26.1	Abatement of Rent	34

-iii-

LEASE

This Lease is made between Landlord and Tenant named in Article l as of the date set forth therein.  Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:

ARTICLE 1

REFERENCE DATA AND DEFINITIONS

The following are definitions of terms used in this Lease, and each reference in this Lease to any of the following subjects shall be construed to incorporate the data, terms, covenants and provisions stated for that subject in this Article 1, subject to the terms of the balance of this Lease:

DATE OF EXECUTION:	December 3, 2007
LANDLORD:	CACTUS COMMERCE, LLC, a Delaware limited liability company
MANAGING AGENT:	BlackRock Realty Advisors, Inc.
LANDLORD’S AND MANAGING AGENTS ADDRESS:	CACTUS COMMERCE, LLC, a Delaware limited liability company BlackRock 4400 MacArthur Boulevard, Suite 700 Newport Beach, CA  92660 Attn:  Larry Mohr With a copy to: BlackRock 300 Campus Drive, 3rd Floor Florham Park, NJ  07932 Attn:  Jeremy A. Litt
WIRE INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:	Overton Moore Properties 19300 Hamilton Avenue, Suite 200 Gardena, CA 90248 Attn: Accounts Receivable
TENANT:	United Natural Foods, Inc.
STATE OF TENANT’S FORMATION/INCORPORATION:	Delaware
TENANT’S ADDRESS:	260 Lake Road Dayville, Connecticut 06241

1

DEMISED PREMISES:	The Building described below, as shown on Exhibit A, which is agreed for all purposes of this Lease to contain 613,174 square feet of floor area, and any and all other improvements now or hereafter constructed on the Land described below.
LAND:	The Land described on Exhibit B, it being agreed and understood that the portion of Day Street that is currently included within the legal description set forth in Exhibit B and shown within the property line on the Site Plan attached hereto as Exhibit A shall eventually be dedicated to the City and will become public property.
BUILDING:	The building located on the Land described above, having an address of 22150 Goldencrest Drive, Moreno Valley, California
PROPERTY:	The Land, the Building and all other improvements located on the Land, including, without limitation, parking areas, driveways, walkways and landscaped areas.
USE OF DEMISED PREMISES:	The storage and distribution of food products and uses incidental thereto, including some temperature control space and any other legally permitted use, subject to Landlord’s prior written consent thereof which consent shall not be unreasonably withheld (collectively, “Permitted Use”).
SCHEDULED COMMENCEMENT DATE:	July 1, 2008
EXPIRATION DATE:	July 31, 2018
TERM:	Ten (10) Years; one (1) Month.
RENEWAL TERM:	Two (2) renewal term(s) – each of Five (5) Years; Zero (0) Months

2

ANNUAL FIXED RENT:

Initial Term: Months 1-12--       $2,182,899.44 per annum Months 13-24--     $2,379,115.12 per annum Months 25-36--     $2,438,593.00 per annum Months 37-48--     $2,499,542.49 per annum Months 49-60--     $2,561,963.61 per annum Months 61-72--     $2,626,162.92 per annum Months 73-84--     $2,691,956.49 per annum Months 85-96--     $2,759,099.05 per annum Months 97-108--   $2,828,142.44 per annum Months 109-121-- $3,107,995.05 per annum First Renewal Term: Months 122-133-- $3,090,396.96 per annum Months 134-145-- $3,183,108.84 per annum Months 146-157-- $3,278,763.96 per annum Months 158-169-- $3,376,626.60 per annum Months 170-181-- $3,478,168.20 per annum Second Renewal Term: Months 182-193-- $3,679,044.00 per annum Months 194-205-- $3,789,415.32 per annum Months 206-217-- $3,903,465.72 per annum Months 218-229-- $4,020,459.24 per annum Months 230-241-- $4,141,131.96 per annum

MONTHLY FIXED RENT:

Initial Term: Months 1-7--     $171,688.72 per month Months 8-19--   $196,215.68 per month Months 19-31-- $201,121.07 per month Months 32-43-- $206,149.10 per month Months 44-55-- $211,299.76 per month Months 56-67-- $216,573.06 per month Months 68-79-- $222,030.31 per month Months 80-91-- $227,548.87 per month Months 92-103-- $233,251.39 per month Months 104-121-- $239,076.54 per month First Renewal Term: Months 122-133-- $257,533.08 per month Months 134-145-- $265,259.07 per month Months 146-157-- $273,230.33 per month Months 158-169-- $281,385.55 per month Months 170-181-- $289,847.35 per month Second Renewal Term: Months 182-193-- $306,587.00 per month Months 194-205-- $315,784.61 per month Months 206-217-- $325,288.81 per month Months 218-229-- $335,038.27 per month Months 230-241-- $345,094.33 per month

3

TENANT’S PROPORTIONATE SHARE:	100%
DEFAULT RATE:	The Prime Rate plus six percent (6%) per annum.  “Prime Rate” shall mean the highest of the prime rates as reported in the Money Rate Section of the Wall Street Journal.  If the Wall Street Journal no longer publishes the Prime Rate as an index, Landlord may substitute a comparable index including the Prime Rate or reference rate of a reputable financial institution.
SECURITY DEPOSIT AMOUNT:	None
BROKERS:	Collins Commercial Corporation for Landlord Charles Dunn Company for Tenant

ARTICLE 2

DEMISED PREMISES AND TERM

Section 2.1                                Demised Premises.  Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord, the Demised Premises, upon and subject to the covenants, agreements, terms, conditions, limitations, exceptions and reservations of this Lease.

Section 2.2                                Term.  The Term and Tenant’s obligation to pay Rent shall commence on July 1, 2008 (the “Commencement Date”) and shall end, unless sooner terminated or extended as herein provided or pursuant to law, at the close of business on the Expiration Date set forth in Article 1 (“Expiration Date”).

Section 2.3                                Tenant’s Entry upon Demised Premises before Commencement Date.  Provided that Tenant complies at all times with the provisions and requirements of this Lease (other than the obligation to pay Fixed Rent and, except as provided for below, the obligation to pay Additional Rent (as defined in Section 3.2 hereof)), including without limitation providing Landlord with the proof of insurance required under Section 11.1(b) prior to any such entry, Tenant may enter upon the Demised Premises prior to the Commencement Date to perform its tenant improvement work therein pursuant to, and in accordance with, the terms and conditions of Exhibit D and to install trade fixtures and furnishings, to make the Demised Premises ready for the conduct of Tenant’s business and to use the Premises for the Permitted Use.  Tenant shall be obligated to pay for electricity, HVAC (as defined in Section 4.1(a)(2) hereof) and other services furnished to the Demised Premises upon Tenant’s entry pursuant to this Section 2.3 at Landlord’s stated rates therefor.  However, Landlord, subject to Landlord’s representations and warranties set forth in Section 24.4 below, does not assume responsibility for the availability of any services during the period prior to the Commencement Date.

4

ARTICLE 3

RENT AND SECURITY DEPOSIT

Section 3.1                                Fixed Rent.  Tenant shall pay to Landlord, without any prior demand therefor and without any deduction or set off whatsoever except as otherwise expressly set forth in this Lease, the Fixed Rent set forth in Article 1.  Fixed Rent shall be due and payable in monthly installments each equal to the Monthly Fixed Rent set forth in Article l, in advance on the first day of each and every calendar month during the Term.  Tenant shall pay to Landlord upon execution of this Lease an amount equal to the first Monthly Fixed Rent, which amount shall be held by Landlord without interest and applied to the first Monthly Fixed Rent obligation of Tenant.

Section 3.2                                Additional Rent.  Any sums or charges to be paid by Tenant pursuant to the provisions of this Lease, other than the Fixed Rent, shall be designated as “Additional Rent” and shall be payable within 10 days after Landlord gives written notice that payment is due, unless otherwise provided in this Lease.  Landlord shall have the same rights against Tenant for default in payment of Additional Rent as for default in payment of the Fixed Rent.  As used in this Lease, the term “Rent” shall mean the Fixed Rent and Additional Rent.

Section 3.3                                Past Due Rent.

(a)           If Tenant shall fail to pay any installment of Rent before the sixth day after such Rent is due and payable, Tenant shall pay a charge (the “Late Charge”) which shall be 2% of the amount of such unpaid installment of Rent.  The parties agree that the amount of such Late Charge represents a reasonable estimate of the cost and expense that will be incurred by Landlord in processing each delinquent payment of Rent by Tenant and that such Late Charge shall be paid to Landlord as liquidated damages for each delinquent payment.  Notwithstanding the foregoing Tenant shall not be obligated to pay the Late Charge with respect to the first late payment by Tenant during any twelve (12) month period so long as Tenant makes the applicable payment, in full, within five (5) days after written notice from Landlord to Tenant that the applicable payment is overdue.

(b)           Any amount due from Tenant to Landlord which is not paid when due shall bear interest at the Default Rate from the date such payment is due, after the expiration of any applicable grace period, until paid.  The rate so determined shall continue in effect following any default by Tenant pursuant to this Lease.  Payment of such interest shall not excuse or cure any default by Tenant under this Lease.  The parties agree that the payment of interest and the payment of Late Charges provided for in Section 3.3(a) above are distinct and separate from one another in that the payment of interest is to compensate Landlord for its inability to use the money improperly withheld by Tenant, while the payment of Late Charges is to compensate Landlord for its additional administrative expenses in handling and processing delinquent payments.

5

Section 3.4                                Intentionally Omitted.

Section 3.5                                Rent Payments.  All Rent payments shall be made to Landlord at the address set forth in Article l, or at such other place designated by Landlord in writing, in lawful currency of the United States of America.  Rent payments applicable to partial months falling within the Term or occurring as a result of the application of the Monthly Fixed Rent payable upon Lease execution shall be prorated.

ARTICLE 4

TENANT’S SHARE OF OPERATING COSTS AND TAXES

Section 4.1                                Definitions.  As used herein:

(a)           “Operating Costs” shall, subject to (d) below, mean any and all costs, charges, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the operation, ownership, maintenance, management and repair of the Property, including, without being limited to, the following:

(1)           All normal and customary wage, salary and labor costs of all persons engaged in the operation, maintenance, management and repair of the Property (including, without being limited to, all applicable taxes, insurance and benefits); provided, however, that to the extent any such person is engaged in the operation, maintenance, management and repair of other properties the costs of any such person shall be prorated by Landlord on a reasonable basis.

(2)           Intentionally Omitted.

(3)           Costs of repairs, replacements, and general maintenance, including, without being limited to, exterior building maintenance, paving, curbs, drainage, lighting and sidewalks.

(4)           Professional fees and expenses (including, without being limited to, legal, accounting, architectural and engineering fees); provided, however, that to the extent any such fees relate to other properties such fees shall be prorated by Landlord on a reasonable basis.

(5)           All costs of making any capital improvements or repairs to the Property, amortized over the useful life of such improvements or repairs, with a return on capital at the rate of ten percent (10%) per annum, it being agreed and understood that Tenant shall be responsible only for that portion of such  amortized costs that fall within the Term of this Lease, as such may be extended.

6

(6)           A property management fee, it being agreed and understood that the property management fee over the Term of this Lease shall be equal to two percent (2%) of the gross rental income (i.e., the sum of (i) Fixed Rent (ii) Operating Costs, (iii) Taxes and (iv) Insurance).

(7)           All fees or other charges incurred in conjunction with involuntary membership in any energy conservation, air quality, environmental, traffic management or similar organizations which benefit or affect the Property.

(b)           “Taxes” shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Landlord in the Property, Landlord's right to other income therefrom, and/or Landlord's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Property address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Property is located.  Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the Term of this Lease, including but not limited to, a change in the ownership of the Property, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Landlord to Tenant pursuant to this Lease.

(c)           “Insurance” shall mean costs of all insurance, including, without being limited to, casualty, worker’s compensation, rental and liability insurance; provided, however, that to the extent any such costs relate to other properties, such costs shall be prorated by Landlord on a reasonable basis.

(d)           “Exclusions from Operating Costs.”  Notwithstanding anything to the contrary in the definition of Operating Costs set forth above, Operating Costs shall not include the following, except to the extent specifically permitted by a specific exception to the following:

(i)           Any ground lease rental;

(ii)           Costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is reimbursed by insurance proceeds;

(iii)           Costs incurred by Landlord due to the violation by Landlord of the terms and conditions of this Lease;

(iv)           Overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis;

7

(v)           Interest, principal, points and fees on debts or amortization on any mortgage or mortgages or any other debt instrument encumbering the Building or the Property (except as permitted in Section 4.1(a)(5) above);

(vi)           Landlord’s general corporate overhead and general and administrative expenses;

(vii)           Costs arising from the negligence or fault of Landlord or its agents, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord or its agents including, without limitation, the selection of Building materials;

(viii)                      Costs arising from latent defects in the base, shell or core of the Building or improvements installed by Landlord or repair thereof;

(ix)           Costs associated with the operation of the business of the partnership or entity which constitutes Landlord as the same are distinguished from the costs of operation of the Property, including limited liability company accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Property, costs of any disputes between Landlord and its employees (if any) engaged in Building operation or disputes of Landlord with Building management; and

(x)           “In house” legal and/or accounting fees.

Section 4.2                                Tenant’s Payment of Operating Costs, Taxes and Insurance.  

(a)           For each calendar year during the Term, Tenant shall pay to Landlord, as Additional Rent, at the times and in the manner provided below, Tenant’s Proportionate Share of the sum of (1) Operating Costs for such calendar year, (2) Taxes for such calendar year, and (3) Insurance for such calendar year (collectively, “Tenant’s Expense Charge”).

(b)           At any time during the Term (but not more than two times in any calendar year), Landlord shall have the right to compute and deliver to Tenant an estimate (an “Estimate”) of Tenant’s Expense Charge for the applicable calendar year together with any reasonably required supporting documentation and Tenant shall pay to Landlord commencing with the next payment of Monthly Fixed Rent which is due at least thirty (30) days after Tenant’s receipt of the Estimate and continuously thereafter with payments of Monthly Fixed Rent until delivery of the next Estimate, monthly installments equal to one twelfth of the amount set forth in such Estimate, together with, in the case of the first such monthly payment, an amount equal to the difference between (i) the amount of such monthly installment times the number of months in such year preceding the first monthly payment, less (ii) the amount of any monthly installments in respect of the prior Estimate theretofore paid to Landlord.  The foregoing

8

notwithstanding, if the first monthly payment pursuant to the foregoing sentence is more than twice the previously established amount under the Estimate, the first monthly payment will be capped at twice such amount and the unpaid balance shall be spread ratably over the remaining monthly payments in such year.  In the event Landlord is required under any mortgage of the Land or the Building to escrow Operating Costs and/or Taxes, Landlord may (without obligation) use the amount required to be escrowed as a basis for determining the Estimate.

(c)           Landlord shall endeavor to deliver to Tenant within 120 days after the end of each calendar year during the Term a written statement (the “Statement”) setting out in reasonable detail Tenant’s Expense Charge for such year certified to be correct by Landlord.  If the aggregate of the monthly installments actually paid by Tenant to Landlord on account of the estimated Tenant’s Expense Charge during any calendar year (the “Actual Payments”) differs from the amount of Tenant’s Expense Charge payable according to the Statement (the “Obligated Payments”), Tenant shall (1) if the Obligated Payments shall exceed the Actual Payments, pay to Landlord, within 30 days after the date of delivery of the Statement, an amount equal to such excess, or (2) if the Actual Payments shall exceed the Obligated Payments, be granted a credit against the next installments of Rent in an amount equal to such overpayment.  Each time Landlord provides Tenant with an actual and/or estimated Statement of Operating Costs, such Statement shall be itemized on a line item by line item basis, showing the applicable expense for the applicable year.

(d)           Tenant shall have the right to examine Landlord’s books and records with respect to the items in a Statement during Normal Business Hours (except, however, Saturdays) at any time within one hundred eighty (180) days following the furnishing of the Statement to Tenant.  In conducting such examination, Tenant must utilize either its own full time salaried employees or an independent certified public accountant (“CPA”), which CPA shall be paid by Tenant on an hourly fee for services rendered basis, and not on a contingency fee basis.  Unless Tenant takes written exception to any item on the subject Statement within one hundred eighty (180) days after the furnishing of the Statement, such Statement shall be considered as final and accepted by Tenant.  If Tenant timely provides such written exception to Landlord, but Landlord and Tenant disagree on the accuracy of Tenant’s Expense Charge as set forth in the Statement, Tenant shall nevertheless make payment in accordance with the Statement, but the disagreement shall immediately be referred by Landlord for prompt decision to a mutually acceptable public accountant or other professional consultant who shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant.  If Landlord and Tenant shall fail to agree on such an expert within 15 days after Tenant’s notice of disagreement (as hereinafter described), such expert shall be Ernst & Young, so long as such firm is available to do the work and is not then doing any work for either Landlord or Tenant.  If Ernst & Young is not available or is then doing work for either Landlord or Tenant, Landlord and Tenant shall agree upon another of the “Big 4” accounting firms or a regional accounting firm to serve as expert.  Any adjustment required to be made by reason of any such decision shall be made within 15 days thereof and payment shall be made or credit allowed in the manner set forth in Section 4.2(c) hereof together with interest on the amount of any such

9

adjustment at a rate equal to the Prime Rate plus two percent (2%) per annum for the period from the time the original payment was made to the time the adjusted payment or credit is made or applied.  If the adjustment is greater than 3% and the amount of the adjustment is to be paid to Tenant, Landlord will pay the cost of the expert; otherwise Tenant will pay the cost of the expert.

(e)           Tenant shall pay prior to delinquency all taxes assessed against and levied upon Tenant owned alterations and utility installations, trade fixtures, furnishings, equipment and all personal property of Tenant contained in the Demised Premises.  When possible, Tenant shall cause its Tenant owned alterations and utility installations, trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Landlord.   If any of Tenant's said property shall be assessed with Landlord's real property, Tenant shall, within twenty (20) days of demand by Landlord, pay Landlord the taxes attributable to Tenant's property in accordance with the provisions of Section 10.1.  Landlord agrees that it will provide Tenant with a copy of any notice which Landlord receives with respect to any taxes payable by Tenant pursuant to this Section 4.2(e).

Section 4.3                                Refunds; Other Items.  

(a)           In the event a refund of any Operating Costs or Taxes is obtained and actually paid to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any unrecouped expenses in connection with obtaining such refund) to the next installment(s) of Rent.

(b)           The rendering of a Statement for any year shall not preclude Landlord from issuing a correction thereto at a later time, including a correction for items not included in the original Statement, it being agreed and understood that any such correction shall be subject to Tenant’s rights set forth in Section 4.2(d) above and further that this Section 4.3(b) shall not be applicable to any items which were resolved pursuant to the provisions of Section 4.2(d).

(c)           Attached hereto as Exhibit F is an estimate of the Operating Costs, Taxes and Insurance for calendar year 2008.  Tenant acknowledges that the attached Exhibit F is an estimate only and does not constitute a representation or warranty of any kind by Landlord that the amounts shown on Exhibit F will be the actual amount of Operating Costs, Taxes and Insurance for calendar year 2008.

ARTICLE 5

COMPLETION AND OCCUPANCY OF DEMISED PREMISES

Section 5.1                                Delivery of Demised Premises.  Landlord shall, upon the execution of this Lease, tender possession of the Demised Premises to Tenant.

Section 5.2                                Construction of Tenant Improvements.  Upon Landlord’s tender of possession of the Demised Premises to Tenant, Tenant shall, subject to Landlord’s representations and warranties set forth in Section 24.4 below, accept the Demised Premises in

10

their then “as-is” condition and shall promptly commence the design and installation of the Tenant Improvements and shall diligently prosecute same to completion, all in accordance with the terms and conditions of the Work Letter.

ARTICLE 6

CONDUCT OF BUSINESS BY TENANT

Section 6.1                                Use of Demised Premises.  Tenant shall use the Demised Premises during the Term solely for Permitted Use specified in Article 1 and for no other purpose.

Section 6.2                                Compliance with Laws and Requirements of Public Authorities.  

(a)           At all times during the Term, Tenant shall give prompt notice to Landlord of any notice Tenant receives of any violation of any law or requirement of a governmental authority affecting the Demised Premises or the Property or any regulation of the board of fire underwriters having jurisdiction over the Property (“Applicable Law”), and, at its sole cost and expense, shall comply with all Applicable Laws, including any violation, order or duty imposed upon Landlord or Tenant, arising from or relating to (1) Tenant’s use of the Demised Premises; (2) the manner or conduct of Tenant’s business or operation of its installations, equipment or other property therein; (3) any cause or condition created by or at the insistence of Tenant; or (4) breach of any of Tenant’s obligations hereunder.

(b)           Tenant shall not do, permit or suffer any act or thing to be done which is injurious to the Property or the Demised Premises, which is immoral, a nuisance, contrary to Applicable Law or in violation of the certificate of occupancy issued for the Building or which would result in the cancellation of, or any increase in premiums for, insurance maintained by Landlord with respect to the Property or the Demised Premises.

(c)           Tenant shall not use, maintain or allow the use or maintenance of the Demised Premises or any part thereof to treat, store, dispose of, transfer, release, convey or recover Hazardous Materials (as hereinafter defined) nor shall Tenant otherwise, in any manner, possess or allow the possession of any Hazardous Materials on or about the Demised Premises; provided, however, any Hazardous Material lawfully permitted and generally recognized as necessary and appropriate for the Permitted Use specified in Article 1 may be stored and used on the Demised Premises so long as (i) such storage and use is in the ordinary course of Tenant’s business permitted under this Lease or any other Permitted Use; (ii) such storage and use is performed in compliance with all applicable laws and in compliance with the standards prevailing in the industry for the storage and use of such materials; and (iii) Tenant delivers prior written notice to Landlord of the identity of and information regarding such materials as Landlord may reasonably require.  “Hazardous Materials” shall mean any solid, liquid or gaseous waste, substance or emission or any combination thereof which may (i) cause or significantly contribute to an increase in mortality or serious illness, or (ii) pose the risk of a substantial present or potential hazard to human health, to the environment or otherwise to animal or plant life, and shall include without limitation hazardous substances and materials described in the

11

Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery Act, as amended; and any other applicable federal, state or local laws.  Tenant shall immediately notify Landlord of the presence or suspected presence of any Hazardous Materials on or about the Demised Premises and shall deliver to Landlord any notice received by Tenant relating thereto.  Landlord acknowledges that Tenant intends to provide on-site refueling and minor maintenance (e.g., oil changes) for its vehicles,and Tenant acknowledges that Tenant must obtain any and all government approvals for any such activities and that all such activities must be performed in compliance with all Applicable Laws and with any reasonable rules and regulations imposed by Landlord.

(d)           Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the Demised Premises any article which may be prohibited by any then available standard forms of fire insurance policies with extended coverage.  Tenant agrees to pay to Landlord any increase in premiums for insurance maintained by Landlord with respect to the Demised Premises or the Property resulting from the use of the Demised Premises by Tenant, whether, or not Landlord has consented to such use.

(e)           Tenant shall pay all costs, expenses, fines, penalties or damages which may be imposed upon Landlord by reason of Tenant’s failure to comply with the provisions of this Section 6.2.

Section 6.3                                Rules and Regulations.  Tenant and its agents, employees, contractors and invitees shall faithfully observe and comply with the rules and regulations attached hereto as Exhibit C and incorporated herein by this reference, and such reasonable changes thereto, whether by modification, elimination or addition, as Landlord may, at any time and from time to time, make in respect of the Demised Premises and/or the Property so long as any such change does not materially and unreasonably interfere with Tenant’s use of the Property for the Permitted Use (the “Rules and Regulations”).  Such changes shall be effective upon notice thereof from Landlord to Tenant.  In the case of any conflict or inconsistency between the provisions of this Lease and any of the Rules and Regulations, as originally promulgated or as changed, the provisions of this Lease shall control.  Landlord shall not be liable to Tenant for the nonperformance or violation thereof by any party.

ARTICLE 7

INTENTIONALLY OMITTED

ARTICLE 8

REPAIRS, ALTERATIONS AND MECHANICS’ LIENS

Section 8.1                                Repairs.  

(a)           Landlord shall make all necessary repairs to keep the roof, exterior walls, foundation and structural frame of the Building and the parking area in good order and repair, excluding, however, all repairs which Tenant is obligated to make or pay for

12

pursuant to this Section 8.1. Tenant shall give Landlord prompt notice of any defective condition required to be corrected by Landlord pursuant to this Section 8.1(a) and following such notice, Landlord shall use commercially reasonable efforts to initiate all repairs promptly and to remedy the condition with due diligence, subject to unavoidable delay, but at the expense of Tenant if repairs are necessitated by any act attributable to Tenant, Tenant’s servants, agents, employees, invitees or licensees; provided, however, that no liability of Landlord to Tenant shall accrue hereunder unless and until Tenant has given notice to Landlord of the specific repair to be made.  If Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to the roof of the Building), to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance pursuant to this Section 8.1(a), Landlord shall provide for such repair or maintenance within a reasonable period of time, given the circumstances after the receipt of such notice but in any event not later than thirty (30) days after receipt of such notice.  Tenant waives any rights and benefits of Section 1 of Section 1982 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect.

(b)           Tenant, at its sole cost and expense, shall take good care of the Demised Premises, including all landscaping, all Building equipment and HVAC and other systems (including without limitation any fire/life safety, plumbing, heating system or electrical lines located in, servicing or passing through the Demised Premises) located therein and serving the Demised Premises and plate glass, floors, windows and doors, and Tenant’s property and fixtures.  Tenant, at its expense, shall obtain a preventative maintenance contract on the HVAC system, the form and contractor under which shall be subject to Landlord’s reasonable approval.  Tenant shall provide Landlord with an executed copy of the preventative maintenance contract no later than ninety (90) days after the Commencement Date.  The preventative maintenance contract shall provide for the inspection and maintenance of the HVAC system on not less than a semi-annual basis.  In addition Tenant shall be responsible for the maintenance and testing, as required by applicable codes, of all fire/life safety equipment (including the pump, fire sprinklers and fire hydrants).  Tenant shall provide Landlord with monthly reports of all such testing of the fire/life safety systems.  All repairs made by or on behalf of Tenant shall be made and performed in accordance with the provisions of Section 8.2 and shall be at least equal in quality and design to the original construction of the Demised Premises and the Building.  If Tenant fails to proceed with due diligence to make repairs required to be made by Tenant, and such failure shall continue for 10 days after notice from Landlord, the same may be made by Landlord at the expense of Tenant and the amount so incurred by Landlord shall be paid to Landlord by Tenant immediately upon submission of a bill or statement therefor by Landlord.

Section 8.2                                Alterations.  Tenant is granted the right, subject to Landlord’s prior written consent which shall not be unreasonably withheld, to make alterations, additions or improvements (collectively, “Alterations”) in or to the Demised Premises, as long as (a) Tenant pays for the entire cost of such Alterations, (b) Tenant agrees to remove said Alterations upon the expiration or termination of the Lease if requested by Landlord at the time the Alterations are approved by Landlord, and (c) such Alterations will not (i) adversely affect the structure of the Building, (ii) adversely affect the systems of the Building, (iii) affect the exterior appearance of

13

the Building, and (iv) be in violation of any applicable law, code or ordinance ((i), (ii), (iii) and (iv) individually and collectively hereinafter referred to as a “Design Problem”).  Any time Tenant proposes to make any Alterations, Tenant shall provide Landlord with at least ten (10) business days’ prior written notice of the proposed Alterations, together with the plans and specifications therefor, and Landlord shall grant its approval or disapproval (which may be given only if a Design Problem exists) within such ten (10) business day period.  Notwithstanding the foregoing, Tenant may make Alterations which do not involve a Design Problem and do not cost in excess of $50,000.00 without any obligation to obtain Landlord’s approval but subject to the other terms and conditions of this Section 8.2 Tenant shall, before making any Alterations, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord, and Tenant agrees to carry, and to cause Tenant’s contractors and sub contractors to carry such workmen’s compensation, general liability, personal and property damage insurance as Landlord may reasonably require.  Upon completion of any Alterations, Tenant shall deliver to Landlord one set of “as built” plans and specifications therefor.  All fixtures and all paneling, partitions, railing and like Alterations, installed in the Demised Premises, either by Tenant or by Landlord on Tenant’s behalf, shall become the property of Landlord and shall remain upon and be surrendered with the Demised Premises upon the expiration or earlier termination of the Lease, unless Landlord, by notice to Tenant given at the time Tenant requests Landlord’s consent to the applicable Alteration, elects to have them removed by Tenant, in which event, the same shall be removed from the Demised Premises by Tenant.  Landlord hereby acknowledges that upon the expiration or earlier termination of this Lease Tenant shall not be required to remove any of the initial tenant improvements or any of the equipment or trade fixtures which are to be installed by Tenant as part of Tenant’s initial tenant improvement work in the Building and which are specifically listed on Exhibit E attached hereto.  Other than as listed on Exhibit E Landlord may, at Landlord’s option, require Tenant to remove any of Tenant’s initial tenant improvements or any of its equipment or trade fixtures initially installed in the Building.  Nothing in this section shall be construed to give Landlord title to or to prevent Tenant’s removal of trade fixtures, moveable furniture and equipment, but upon removal of any such equipment and fixtures from the Demised Premises or upon removal of other installations as may be required by Landlord pursuant to this Section 8.2, Tenant shall immediately and at its expense, repair and restore the Demised Premises to the condition existing prior to installation (subject to ordinary wear and tear) and repair any damage to the Demised Premises or the Property due to such removal.  All property that was permitted or required to be removed by Tenant at the end of the Term but which remains in the Demised Premises for 10 days after Tenant vacates the Demised Premises shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the Demised Premises by Landlord at Tenant’s expense.  Except as otherwise expressly set forth in this Section 8.2 with respect to Tenant’s restoration obligations with respect thereto, the design and construction of the initial tenant improvements in the Demised Premises by Tenant shall be governed by the provisions of the Work Letter Agreement attached hereto as Exhibit D.  

Section 8.3                                Mechanics’ Liens.  Tenant shall (a)  pay before delinquency all costs and expenses of work done or caused to be done by Tenant in the Demised Premises; (b) keep the title to the Property and every part thereof free and clear of any lien or encumbrance in respect of such work; and (c) indemnify and hold harmless Landlord against any claim, loss, cost, demand

14

(including reasonable legal fees), whether in respect of liens or otherwise, arising out of the supply of material, services or labor for such work.  Tenant shall immediately notify Landlord of any lien, claim of lien or other action of which Tenant has or reasonably should have knowledge and which affects the title to the Property or any part thereof, and shall cause the same to be removed within 15 days (or such additional time as Landlord may consent to in writing).  If Tenant shall fail to remove same within said time period, Landlord may take such action as Landlord deems necessary to remove the same and the entire cost thereof shall be immediately due and payable by Tenant to Landlord and such amount shall bear interest at the Default Rate.  Nothing contained in this Section 8.3 or elsewhere in this Lease shall be deemed or construed in any way as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to the filing of a materialmen’s, mechanics’ or other lien against the Demised Premises or any other portion of the Property.

ARTICLE 9

UTILITIES AND BUILDING SERVICES

Section 9.1                                Utilities and Building Services.  Tenant shall obtain in its own name and shall pay directly to the appropriate supplier the cost of all utilities and services serving the Demised Premises and the Property, including but not limited to: natural gas, heat, light, electrical power, telephone, janitorial service, refusal disposal and other utilities and services.

Section 9.2                                Interruption of Services.  Landlord does not covenant that utility or other Building services will be free from interruptions caused by repairs, improvements, changes of service, alterations, strikes, lockouts, labor controversies, accidents, inability to obtain fuel, water or supplies or any other cause beyond the reasonable control of Landlord.  No such interruption of service shall be deemed a constructive eviction or disturbance of Tenant’s use and possession of the Demised Premises or any part thereof, or otherwise render Landlord liable to Tenant for damages, by abatement of rent or otherwise, or otherwise relieve Tenant from performance of Tenant’s obligations under this Lease except as otherwise expressly set forth in Article 26 below.  Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of such services except as otherwise expressly set forth in Article 26 below.

ARTICLE 10

PROPERTY AND OTHER TAXES

Section 10.1                                Tenant’s Property.  In addition to the Rent and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes payable by Landlord whether or not now customary or within the contemplation of the parties hereto, levied, assessed or imposed:  (1) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Demised Premises or any portion thereof; (2) upon the measured value of Tenant’s personal property owned, installed, used or located in the Demised Premises, it being the intention of Landlord and Tenant that, to the extent possible, such personal property taxes shall be billed to and paid directly by Tenant; (3) upon the leasehold interest or any right of occupancy of Tenant

15

in the Demised Premises; or (4) upon this transaction.  Any reimbursement referred to above shall be collectible by Landlord as Additional Rent hereunder.

ARTICLE 11

INSURANCE AND INDEMNITY

Section 11.1                                Insurance.  

(a)           Landlord’s Insurance.  At all times Landlord shall keep in full force and effect a policy of property damage insurance with respect to the Building (i.e., the shell and core of the Building).

(b)           Tenant’s Insurance.  At all times Tenant shall keep in full force and effect a policy of comprehensive public liability with respect to the Demised Premises and property damage insurance with respect to all of Tenant’s tenant improvements, alterations, equipment, trade fixtures and personal property, in such limits as may be reasonably required from time to time by Landlord.  The limits of public liability insurance on the Commencement Date shall be not less than $3,000,000 for death or injury to any number of persons or for property damage, for each occurrence.  Such limits may be provided through a combination of primary and excess policies.  In no event shall the limits of any coverage maintained by Tenant pursuant to this Section 11.1 be considered as limiting Tenant’s liability under this Lease.  These policies shall name Landlord, any person, firms or corporations (including, without being limited to, any mortgagee or lessor of Landlord) reasonably designated by Landlord and Tenant as insureds, shall include blanket contractual liability coverage which insures contractual liability under the indemnifications set forth in Section 11.2 hereof and shall contain a clause that the insurer will not cancel or change the insurance without first giving Landlord 30 days prior written notice.  The insurance shall be written by an insurance company, licensed and qualified to do business in the State in which the Property is located, which is reasonably acceptable to Landlord.  An original copy of the policy or a certificate of insurance shall be delivered to Landlord upon the execution and delivery of this Lease and replacement certificates shall be delivered not less than ten (10) days prior to the expiration of any then existing coverage.  The insurance which Tenant is required to maintain in force and effect under this Section 11.1 shall be primary insurance as respects Landlord (and any other additional insureds designated by Landlord) and not excess over or contributory with any other available insurance.  Certificates of insurance evidencing the liability insurance coverage required under this Section 11.1 shall contain an endorsement to such effect.  In addition, at all times during the Term hereof, Tenant shall procure and maintain Worker’s Compensation Insurance in accordance with the laws of the State in which the Property is located.

Section 11.2                                Indemnity and Non Liability.  

(a)           Neither Landlord nor Landlord’s agents (including, without being limited, to the Managing Agent), employees, contractors, officers, trustees, directors, shareholders, partners or principals (disclosed or undisclosed) shall be liable to Tenant or

16

Tenant’s agents, employees, contractors, invitees or licensees or any other occupant of the Demised Premises, and Tenant shall save Landlord, its successors and assigns and their respective agents, employees, contractors, officers, trustees, directors, shareholders, partners and principals (disclosed or undisclosed) harmless from any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising from any injury to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any of Tenant’s property or of the property of any other person, irrespective of the cause of such injury, damage or loss unless due to the gross negligence or willful misconduct of Landlord or Landlord’s agents or employees.  However, even if such loss or damage is caused by the gross negligence or willful misconduct of Landlord, its agents or employees, Tenant waives, to the full extent permitted by law, any claim for consequential damages in connection therewith.  Likewise, even if any loss or damage is caused by the gross negligence or willful misconduct of Tenant, its agents or employees, Landlord waives, to the full extent permitted by law, any claim for consequential damages in connection therewith.

(b)           Neither any (1) performance by Landlord, Tenant or others of any repairs, improvements, alterations, additions, installations, substitutions, betterments or decorations in or to the Property or the Building, the Building equipment and systems, or the Demised Premises, (2) failure of Landlord or others to make any such repairs or improvements, (3) damage to the Property or the Building, the Building equipment and systems, the Demised Premises or Tenant’s property, (4) injury to any persons, caused by other persons in the Building, or by operations in the construction of any private, public, or quasi public work, or by any other cause, (5) latent defect in the Building, the Building equipment and systems, or the Demised Premises, nor (6) inconvenience or annoyance to Tenant or injury to or interruption of Tenant’s business by reason of any of the events or occurrences referred to in the foregoing subdivisions (1) through (5) shall impose any liability on Landlord to Tenant, other than, subject to Section 24.10 hereof, such liability as may be imposed upon Landlord by law for Landlord’s gross negligence or the gross negligence of Landlord’s agents or employees in the operation or maintenance of the Building, the Building equipment and systems or the Common Areas or for the breach by Landlord of any express covenant of this Lease on Landlord’s part to be performed or as expressly set forth in Section 26.1.

(c)           Tenant hereby indemnifies and holds harmless Landlord and Landlord’s agents, employees, contractors, officers, trustees, directors, shareholders, partners or principals (disclosed or undisclosed) from any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with or arising from (1) any default by Tenant in the performance of any of the terms of this Lease on Tenant’s part to be performed, or (2) the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person claiming under Tenant, or (3) any acts, omissions or negligence of Tenant or any such person, or the contractors, agents, employees, invitees, licensees, assignees or sublessees of Tenant or any such person, or (4) any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring in or about the Demised Premises except to the extent of Landlord’s gross negligence or

17

willful misconduct.  Tenant’s obligations under this Section 11.2 shall survive the expiration or earlier termination of this Lease.

(d)           Tenant shall pay to Landlord as Additional Rent, within 30 days after submission by Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 11.2; provided, however that if a court or an arbitration makes a final judgment that the damages were caused solely by Landlord’s gross negligence or willful misconduct then Landlord shall reimburse Tenant for all of Tenant’s reasonable out-of-pocket costs (including reasonable attorneys’ fees) incurred in defending Landlord together with interest thereon at a rate equal to the Prime Rate plus two percent (2%).

Section 11.3                                Waiver of Subrogation.  Landlord and Tenant shall each endeavor to procure an appropriate clause in, or endorsement to, each of its policies for fire and extended coverage insurance, pursuant to which the insurance company waives subrogation or consents to waiver of its right of recovery against the other party, which, in the case of Tenant, shall be deemed to include any subtenant in the Demised Premises, and having obtained such clause or endorsement of waiver of subrogation or consent to a waiver of the right of recovery, such party hereby agrees that it will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others covered by such fire or extended coverage insurance; provided, however, that the release, discharge and covenant not to sue herein contained shall be limited by the terms and provisions of the waiver of subrogation clause or endorsement, or the clause or endorsement consenting to a waiver of right of recovery, and shall be co extensive therewith.  If either party hereto shall not be able to obtain such clause or endorsement on a particular policy or if the inclusion of such clause or endorsement would result in an increase in premium, then that party shall so notify the other party hereto at least 15 days prior to the date the policy is to take effect.  The other party shall be obligated to pay the amount of any increase in premium resulting from the inclusion of such clause or endorsement, unless such other party notifies the party obtaining the insurance, within twenty (20) days following notice of the amount of such increase, that such other party declines to pay such increase, in which event the party obtaining the insurance may omit such clause or endorsement.  If a party shall fail to give notice either of inability to obtain such clause or endorsement or notice of an increase in premium, then that party shall be deemed to have waived its right of recovery from the other party with respect to any loss or damage insured against by the policy with respect to which notice was not given as provided above.

ARTICLE 12

DAMAGE BY CASUALTY

Section 12.1                                Notice.  Tenant shall give immediate written notice to Landlord of any damage caused to the Demised Premises by fire or other casualty.

Section 12.2                                Restoration of Improvements.  

(a)           In the event the Building is damaged by fire or other casualty, Landlord shall, unless this Lease is terminated as hereinafter provided, proceed with reasonable

18

diligence and at its sole cost and expense to repair the shell and core of the Building, but only to the extent of the insurance proceeds that are available to Landlord or that would have been available if Landlord had carried the insurance required under this Lease.  Tenant shall promptly, at its sole cost and expense, remove such of its furniture and other belongings from the Building as Landlord shall require in order to repair and restore the shell and core of the Building.  Until any such repairs to the Building are completed, the Fixed Rent shall be abated in proportion to the part of the Building, if any, that is unusable by Tenant in the conduct of its business.  If the fire or other casualty is due to the negligence or misconduct of Tenant, its agents, employees, contractors or invitees, there shall be no abatement of Fixed Rent, and Tenant shall be liable to Landlord for the amount by which the cost of such repairs exceeds the insurance proceeds received by Landlord.

(b)           If the shell and core of the Building shall be destroyed or damaged by a casualty not sufficiently, in Landlord’s sole judgment, covered by insurance or, even if covered by insurance, which, in Landlord’s sole judgment, cannot be restored to tenantable condition within 180 days after the casualty, then Landlord may elect to proceed to rebuild and repair the shell and core of the Building or to terminate this Lease, effective upon giving notice of such election to Tenant within 30 days after the occurrence of such casualty.  Landlord’s obligation to rebuild and repair under this Section 12.2 shall in any event be limited to restoring the shell and core of the Building to substantially the condition in which it existed prior to the casualty (in no event shall Landlord be required to repair any of Tenant’s leasehold improvements, fixtures, equipment, furniture, furnishings and personal property) and then only to the extent that insurance proceeds shall be sufficient to pay for such restoration.  Tenant agrees that, promptly after the completion of such work by Landlord, it will proceed with reasonable diligence and at its sole cost and expense to rebuild, repair and restore its fixtures, equipment and other installations.

(c)           If the Demised Premises shall be destroyed or damaged by a casualty such that, in Landlord’s reasonable judgment, the Demised Premises cannot be restored (including Tenant’s tenant improvements and trade fixtures) to a tenantable condition for the operation of Tenant’s business therein within 270 days after the casualty, and Landlord has not elected to terminate this Lease pursuant to Section 12(b) above, then Tenant may elect to terminate this Lease, effective upon giving notice of such election to Landlord within 30 days after the occurrence of such casualty.  In the event of any such termination by Tenant pursuant to this Section 12.2(c) Tenant shall provide Landlord with the proceeds of any insurance carried by Tenant (or required to be carried by Tenant under this Lease) with respect to the Tenant Improvements and any Alterations and any coverage for the removal of debris.

(d)           Tenant shall have no right to terminate this Lease in the event of the damage or destruction of the Demised Premises other than as set forth in this Section 12.2 and hereby waives the provisions of any Applicable Law granting Tenant such right, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code.

19

Section 12.3                                Damage During Last Year of Lease Term.  Without limiting Landlord’s or Tenant’s rights under Section 12.2, in the event the Building or Demised Premises shall, in Landlord’s reasonable judgment, be substantially damaged during the last year of the term of this Lease, either party may elect to terminate this Lease effective upon giving notice of such election, in writing, to the other party within thirty (30) days after the happening of the fire or other casualty.   For purposes of this Section 12.3 “substantially damaged” shall mean that, in Landlord’s reasonable judgment, the Demised Premises cannot be restored to tenantable condition within 60 days after the casualty.

ARTICLE 13

EMINENT DOMAIN

Section 13.1                                Taking of Demised Premises.  If during the Term all of the Demised Premises shall be taken for any public or quasi public use under any statute or by right of eminent domain, or sale in lieu of such taking, this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Demised Premises (hereinafter called the “Date of Taking”).  If so much of the Demised Premises (but less than all) is taken as shall render the Demised Premises untenantable in Landlord’s reasonable judgment, Tenant and Landlord shall each have the right to terminate this Lease by giving written notice to the other party of termination within 30 days after the Date of Taking.

Section 13.2                                Partial or Temporary Taking of Building.  

(a)           If during the Term, the Building, or any portion thereof, is taken or sold as set out in Section 13.1, then (1) if in the reasonable opinion of Landlord substantial alteration or reconstruction of the Building is necessary as a result thereof; (2) if one quarter or more of the value, in Landlord’s sole judgment, of the  Building is included in such taking or sale; or (3) if such portion of the parking area and access areas shall be taken as, in Landlord’s sole judgment, to materially interfere or prevent access to the Building or reduce the value of the Land and the Building by more than one quarter; then, either party shall have the right to terminate this Lease by giving the other party at least 30 days’ written notice thereof.

(b)           If during the Term the Building or the parking area and access areas, or any portion thereof, shall be taken as set out in Section 13.1 for a period of less than one (1) year, this Lease shall remain in full force and effect subject to Section 13.4 hereof.  If such a taking shall be for a period of one (1) year or more, then the provisions of Section 13.1 and Section 13.2(a), as the case may be, shall be applicable.

(c)           If either party exercises its rights of termination under Section 13.1 or 13.2 (and any such right must be exercised within 30 days after the Date of Taking, failing which such right shall be deemed waived), this Lease shall terminate on the date stated in the notice, provided, however, that no termination pursuant to notice hereunder may occur later than 60 days after the Date of Taking.

20

Section 13.3                                Surrender.  On the date of any termination under Section 13.1 or 13.2, Tenant shall immediately surrender to Landlord the Demised Premises and all interests therein under this Lease and Tenant shall pay Landlord Rent through the date of termination (or through the Date of Taking if such date shall not be the same as the date of termination).  Landlord may re enter and take possession of the Demised Premises and remove Tenant therefrom.

Section 13.4                                Rent Adjustment for Partial Taking of Demised Premises.  If any portion of the Demised Premises (but less than the whole thereof) is so taken, and no rights of termination herein conferred are timely exercised, the Term shall expire (or, in respect of a taking pursuant to Section 13.2(b) hereof, have no force and effect for the period of such temporary taking) with respect to the portion so taken on (or from) the Date of Taking.  In such event, the Rent thereafter payable under this Lease shall be adjusted pro rata by Landlord in order to account for the resulting reduction (either temporarily or permanently) in the number of rentable square feet in the Demised Premises.

Section 13.5                                Awards.  Upon any taking or sale described in this Article 13, Landlord shall be entitled to receive and retain the entire award or consideration for the affected lands and improvements, and Tenant shall not have nor advance any claim against Landlord or anyone else for the value of its property or its leasehold estate under this Lease, or for the costs or removal or relocation, or business interruption expense or any other damages arising out of such taking or purchase.  Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering on its own account a separate award from the condemning authority attributable to the taking or purchase of Tenant’s trade fixtures, or the removal or relocation of its business and effects, or the interruption of its business provided that Landlord’s award is not diminished thereby.  If any such award made or compensation paid to either party specifically includes an award or amount for the other, the party first receiving the same shall promptly account therefor to the other.

Section 13.6                                Sole Remedy.  The rights contained in this Article 13 shall be Tenant’s sole and exclusive remedy in the event of a taking or condemnation.  Each party waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.

ARTICLE 14

RIGHTS RESERVED TO LANDLORD

Section 14.1                                Access to Demised Premises.  Landlord and Landlord’s agents shall have the right (but shall not be obligated) to enter the Demised Premises in any emergency at any time, and to perform any acts related to the safety, protection or preservation thereof or of the Building.  At other reasonable times, and upon reasonable notice, Landlord may enter the Demised Premises (1) to examine and make such repairs, replacements and improvements as Landlord may deem necessary or reasonably desirable to the Demised Premises or to any other portion of the Building, (2) for the purpose of complying with laws, regulations and other requirements of governmental authorities or the provisions of this Lease, (3) for the purpose of posting notices of nonresponsibility, or (4) for the purposes of showing the same to prospective purchasers or mortgagees of the Building, and during the last 12 months of the Term for the

21

purpose of showing the same to prospective tenants.  Tenant shall, so long as Landlord uses commercially reasonable efforts so as not to unreasonably disrupt Tenant’s business operations in the Demised Premises permit Landlord to use and maintain and replace unexposed pipes and conduits in and through the Demised Premises and to erect new unexposed pipes and conduits therein.  Landlord may, during the progress of any work in the Demised Premises, take all necessary materials and equipment into the Demised Premises and close or temporarily suspend operation of areas of the Demised Premises without such interference constituting an eviction, but subject to the provisions of Section 26.1.  Tenant shall not be entitled to any damages by reason of loss or interruption of business or otherwise during such periods.  During such periods Landlord shall use reasonable efforts to minimize any interference with Tenant’s use of the Demised Premises.  If Tenant is not present to open and permit an entry into the Demised Premises, Landlord or Landlord’s agents may enter the same whenever such entry may be necessary or permissible by master key or otherwise, provided reasonable care is exercised to safeguard Tenant’s property.  Such entry shall not render Landlord or its agents liable therefor, nor in such event shall the obligations of Tenant hereunder be affected.  

Section 14.2                                Additional Rights.  Landlord shall have the following additional rights exercisable without notice (except as provided below) and without liability to Tenant for damage or injury to property, person or business, all claims for damage being hereby released, and without effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for setoffs, or abatement of Rent:

(a)           To change the name, number or designation by which the Building may be known; and

(b)           To perform any act, obligation or other commitment required of or by Tenant which Tenant has failed to perform for any reason whatsoever (including, without being limited to, obtaining insurance coverage) where such failure has continued for thirty (30) days after written notice from Landlord (except in the case of an emergency where no such notice shall be required except what may be reasonable given the circumstances), and to charge Tenant as Additional Rent all reasonable costs and expenses incurred by Landlord for such performance, together with interest thereon at the Default Rate from the dates of Landlord’s expenditures until paid.

ARTICLE 15

ASSIGNMENT AND SUBLETTING

Section 15.1                                Consent Required.  

(a)           Tenant shall not, voluntarily or involuntarily, by operation of law or otherwise:  (i) assign, mortgage, pledge, encumber or in any manner transfer this Lease in whole or in part, or (ii) sublet all or any part of the Demised Premises, or allow any other person to occupy all or any part thereof, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, and any attempt to do any of such acts without such consent shall be null and void and of no effect.  Along with Tenant’s request, Tenant shall pay Landlord Five Hundred and No/100 Dollars ($500.00)

22

to cover Landlord’s expenses in reviewing said request.  The consent by Landlord to any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge, encumbrance, transfer or subletting.

(b)           In the event Tenant desires to assign this Lease or sublet all or a portion of the Demised Premises, Tenant shall submit to Landlord:  (a) the proposed sublease or assignment, which is not to commence prior to thirty (30) days from the date the submission to Landlord occurs, and (b) sufficient information to permit Landlord to determine the acceptability, financial responsibility, and character of subtenant or assignee.

(c)           Within thirty (30) days after receipt of the materials and information set forth in Section 15.1(b), Landlord shall respond by, either: (i) granting or refusing its consent to the proposed sublease or assignment, as provided in Section 15.1(d); (ii) as to an assignment or a sublease of all or substantially all of the Demised Premises for all or substantially all of the remaining Term of this Lease terminating this Lease on the date the assignment or sublease was to commence; or (iii) as to a sublease other than as described in (ii) above and other than any subleases entered into during the first two (2) years of the Term of this Lease, up to an aggregate of 200,000 square feet of floor area, terminating this Lease for only the portion of the Demised Premises to be subleased (the “Subject Premises”) as of the date on which the sublease was to commence and only for the proposed term of the sublease.  Tenant shall remain liable for all payments due under this Lease through the date of termination even though such amounts may be billed subsequent to termination.

(d)           If Landlord does not terminate this Lease in the case of a proposed assignment or terminate the Lease as to the Subject Premises pursuant to Section 15.1(c), Landlord shall not unreasonably withhold its consent to the proposed sublease or assignment.  Such consent shall be deemed to be reasonably withheld if: (i) in the judgment of Landlord the  subtenant or assignee is of a character or engaged in a business which is not in keeping with the standards of Landlord for the Building; (ii) in the judgment of Landlord the purposes for which the subtenant or assignee intends to use the Demised Premises or Subject Premises, as the case may be, are not in keeping with the standards of Landlord for the Building or the terms of this Lease, or are in violation of the terms of any other lease in the Building; (iii) Tenant is in default under this Lease; (iv) the Subject Premises or the remaining balance of the Demised Premises, if any, is not regular in shape with appropriate means of ingress and egress and suitable for normal renting purposes; (v) the proposed subtenant or assignee is either a governmental unit (or subdivision or agency thereof) or negotiating for space in the Building; (vi) the assignee or sublessee is not, in the sole judgment of Landlord, solvent or does not have unencumbered assets of a value at least equal to twice the projected costs of the obligations to be assumed for the unexpired term of this Lease; (vii) in the judgment of Landlord such a sublease or assignment would violate any term, condition, covenant, or agreement of the Landlord involving the Building; (viii) the proposed use or occupancy of the Demised Premises or Subject Premises, as the case may be, by the assignee or

23

sublessee would either violate any applicable law, statute, ordinance, code or regulation or would impose any obligation upon Landlord to comply with any of the foregoing or increase Landlord’s obligation to comply with any of the foregoing (including, without limitation, the restriction on office use with respect to the westerly one-fifth (1/5th) of the Property as set forth in March Air Reserve Base and Inland Cargo Port Operations (APZ-2); or (ix) any such proposed sublease or assignment would cause a breach of the ERISA representations set forth in Section 24.14 below.  Notwithstanding anything to the contrary contained in this Lease, Tenant’s sole right and remedy in any dispute as to whether Landlord’s consent to a proposed sublease or proposed assignment has been unreasonably withheld shall be an action for declaratory judgment or specific performance and Tenant shall not be entitled to any damages if Landlord is adjudged to have unreasonably withheld such consent.

(e)           If Landlord grants consent to any assignment or sublease hereunder, it shall be upon and subject to the following terms: (i) the terms and conditions of this Lease shall in no way be deemed modified, abrogated or amended; (ii) Tenant shall pay Landlord a reasonable fee determined by Landlord for each sublease or assignment submitted; and (iii) the consent shall not be deemed a consent to any further subletting or assignments by either Tenant, subtenants or assignees.  In addition to the foregoing conditions, if Tenant shall assign this Lease, the assignee shall expressly assume all obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord by Tenant not later than fifteen (15) days prior to the effective date of the assignment; if Tenant shall sublease any portion or all of the Demised Premises as permitted herein, Tenant shall obtain and furnish to Landlord, not later than fifteen (15) days prior to the effective date of such sublease and in form satisfactory to Landlord, the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord, at Landlord’s option and written request, in the event this Lease terminates before the expiration of the sublease.  Tenant shall not be released from any obligations or liabilities under this Lease as a result of any assignment of this Lease or sublet of all or any portion of the Demised Premises.

(f)           If Tenant shallassign this Lease or sublet all or any portion of the dry storage area of the Demised Premises pursuant to the terms of this Article 15, then Tenant shall pay Landlord as additional Rent,

A. With respect to the First Year of the term of any such sublease all of the excess payments or other economic consideration whether denominated as rent or otherwise (together with escalations) payable to Tenant under the sublease or assignment which might be in excess of the sum of (i) the Fixed Rent plus Additional Rent payable to Landlord under this Lease (or, if only a portion of the Demised Premises is being sublet, the excess payments or other economic consideration allocable on a rentable square footage basis to the space sublet) plus (ii) any out-of-pocket costs incurred by Tenant in connection with the sublease or assignment amortized over the term of the sublease or the assignment; and

24

B. With respect to the balance of the term of any such sublease, fifty percent (50%) of any such excess.

In computing the amount to be paid to Landlord pursuant to this Section 15(f) the total excess payable to Tenant pursuant to any such sublease shall be amortized over the term of the sublease.

ARTICLE 16

BANKRUPTCY

Section 16.1                                Bankruptcy.  If at any time after the execution and delivery of this Lease, there shall be filed by or against Tenant in any court pursuant to any statute either of the United States or of any State a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee or conservator of all or a portion of Tenant’s property, or if Tenant makes an assignment for the benefit of creditors, this Lease, (a) if such event shall occur prior to the Commencement Date, shall ipso facto be cancelled and terminated, or (b) if such event shall occur on or after the Commencement Date, at the option of Landlord to be exercised within 60 days after notice of the happening of any one or more of such events, may be cancelled and terminated, and in any such event of termination neither Tenant nor any person claiming through or under Tenant or by virtue of any statute or of an order of any court shall be entitled to possession or to remain in possession of the Demised Premises but shall forthwith quit and surrender the Demised Premises, and Landlord, in addition to the other rights and remedies granted by virtue of any other provision in this Lease or by virtue of any statute or rule of law, may retain as damages any Rent, Security Deposit, or moneys received by it from Tenant or others on behalf of Tenant.

Section 16.2                                Measure of Damages.  In the event of the termination of this Lease pursuant to Section 16.1 above, Landlord shall be entitled to the same rights and remedies as set forth in Article 17.

ARTICLE 17

DEFAULT

Section 17.1                                Events of Default.  Each of the following events shall be deemed to be an Event of Default by Tenant under this Lease:

(a)           whenever Tenant shall have failed to pay any installment of Rent, or any portion thereof when the same shall be due and payable, and Tenant shall have failed to pay same for a period of five (5) days after the due date of such payment; or

(b)           whenever Tenant shall have failed to comply with, shall have violated or shall be in default in the performance of any other provision of this Lease and Tenant shall have failed to cure such default (except a default under Section 17.1(e)) within 30 days after notice from Landlord of such noncompliance, violation or default (in the case of a default which cannot with due diligence be cured within a period of 30 days, Tenant shall have such additional time, but in no event to exceed 90 days in the aggregate, to

25

cure same as may reasonably be necessary, provided Tenant commences curing such default within the 30 day period and proceeds promptly, effectively, continuously and with due diligence to cure such default after delivery of said notice); or

(c)           whenever Tenant shall vacate or abandon the Demised Premises and leave same vacated or abandoned for a period of 15 days; or

(d)           whenever Tenant shall do or permit to be done anything which creates a lien upon the Demised Premises and/or the Building and such lien is not removed within 30 days; or

(e)           whenever any warranty, representation or statement made or furnished by Tenant to Landlord at any time in connection with this Lease or any other agreement to which Tenant and Landlord are parties is determined to have been false or misleading in any material respect when made or furnished.

Section 17.2                                Remedies.  In the event of an Event of Default, Landlord may, with or without further notice or demand, and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such Event of Default:

(a)           Terminate Tenant's right to possession of the Demised Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Landlord. In such event Landlord shall be entitled to recover from Tenant: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Demised Premises, expenses of reletting, including necessary renovation and alteration of the Demised Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Landlord in connection with this Lease applicable to the unexpired Term of this Lease.  The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Demised Premises are located at the time of award plus one percent (1%). Efforts by Landlord to mitigate damages caused by Tenant's Breach of this Lease shall not waive Landlord's right to recover damages under this Article 17.  If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Landlord shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Landlord may reserve the right to recover all or any part thereof in a separate suit.  If a notice and grace period required under Section 17.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Tenant under the unlawful detainer statute

26

shall also constitute the notice required by Section 17.1.  In such case, the applicable grace period required by Section 17.1 and the unlawful detainer statute shall run concurrently and the failure of Tenant to cure the Event of Default within the greater of two such grace periods shall constitute both an unlawful detainer and an Event of Default entitling Landlord to the remedies provided for in this Lease and/or by said statute.

(b)           Continue the Lease and Tenant's right to possession and recover the Rent as it becomes due, in which event Tenant may sublet or assign, subject only to reasonable limitations.  Acts of maintenance, efforts to relet and/or the appointment of a receiver to protect the Landlord’s interests, shall not constitute a termination of the Tenant’s right to possession.

(c)           Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Demised Premises are located.  The expiration or termination of this Lease and/or the termination of Tenant’s right to possession shall not relieve Tenant from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term hereof or by reason of Tenant’s occupancy of the Demised Premises.

Section 17.3                                Waiver of Jury Trial.  To the fullest extent permitted by the applicable law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease or the interpretation thereof, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Demised Premises, and/or any claim of injury or damage.  

ARTICLE 18

SURRENDER

Section 18.1                                Possession.  Upon the expiration or earlier termination of this Lease, Tenant shall immediately quit and surrender possession of the Demised Premises in as good a state and condition as they were when entered into, reasonable wear and tear and casualty damage (other than that which Tenant is obligated to repair) excepted.  Upon such surrender, all right, title and interest of Tenant in the Demised Premises shall cease.

Section 18.2                                Merger.  The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by mutual agreement of Tenant and Landlord shall not work a merger, but shall, at Landlord’s option, terminate all or any subleases and subtenancies or operate as an assignment to Landlord of all or any subleases or subtenancies.  Landlord’s option hereunder shall be exercised by notice to Tenant and all known sublessees or subtenants in the Demised Premises or any part thereof.

27

ARTICLE 19

HOLDING OVER

Section 19.1                                Holding Over.  If Tenant retains possession of the Demised Premises or any part thereof after the expiration or earlier termination of this Lease, Tenant shall pay as Rent a sum equal to two times the amount, including Fixed Rent and Additional Rent hereunder, payable for the month preceding such holding over computed on a daily basis for each day that Tenant remains in possession.  Tenant shall also be liable for and shall pay to Landlord, all damages, consequential as well as direct, sustained by reason of Tenant’s holding over.  In addition, at any time while Tenant remains in possession, Landlord may elect instead, by written notice to Tenant and not otherwise, to have such retention of possession constitute a renewal of this Lease for one (1) year for the fair market rental value of the Premises as reasonably determined by Landlord but in no event less than the Rent payable immediately prior to such holding over.  The provisions of this section do not waive Landlord’s right of re entry or right to regain possession by actions at law or in equity or any other rights hereunder, and any receipt of payment by Landlord shall not be deemed a consent by Landlord to Tenant’s remaining in possession or be construed as creating or renewing any lease or right of tenancy between Landlord and Tenant.

ARTICLE 20

REMEDIES CUMULATIVE

Section 20.1                                No Waiver.  No waiver by Landlord or Tenant of a breach of any covenants, agreements, obligations or conditions of this Lease shall be construed to be a waiver of any future breach of the same or any other covenant, agreement, obligation or condition hereof.  No receipt of money by Landlord from Tenant after notice of default, or after the termination of this Lease or the commencement of any suit or final judgment of possession of the Demised Premises, shall reinstate, continue or extend the term of this Lease or affect any notice, demand or suit.  The rights and remedies hereby created are cumulative, and the use of one remedy shall not be construed to exclude or waive the right to the use of another, or exclude any other right or remedy allowed by law.

ARTICLE 21

ESTOPPEL CERTIFICATE, SUBORDINATION, ATTORNMENT

Section 21.1                                Estoppel Certificate.  Tenant shall at any time upon the request of Landlord, execute and deliver in recordable form and in substance reasonably satisfactory to Landlord, an estoppel certificate certifying:  the date Tenant accepted occupancy of the Demised Premises; the date to which Rent has been paid; the amount of any Security Deposit; that this Lease is in full force and effect and has not been modified or amended (or if modified or amended, describing the same) and that there are no defenses or offsets thereto or defaults of Landlord under this Lease (or if any be claimed, describing the same); and such other matters as Landlord may reasonably request; provided, however, that in no event may any such requested

28

matter modify or amend any provision of this Lease.  Tenant’s failure to deliver such certificate within ten (10) days of the demand therefor shall be a default hereunder.

Section 21.2                                Subordination.  This Lease is and shall be subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which now or hereafter affect the Land, Building and/or any ground or underlying leases thereof and to all renewals, modifications, consolidations, replacements and extensions thereof.  The provisions of this section shall be automatic and shall not require any further action.  In confirmation of such subordination, Tenant will execute and deliver upon demand of Landlord any and all instruments desired by Landlord subordinating this lease to such lease, mortgage or deed of trust.  Landlord is hereby irrevocably appointed and authorized as agent and attorney in fact of Tenant to execute and deliver all such subordination instruments in the event Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting the execution thereof.

Section 21.3                                Attornment.  Tenant agrees that, at the option of the landlord under any ground lease now or hereafter affecting the real property of which Demised Premises forms a part, Tenant shall attorn to said landlord in the event of the termination or cancellation of such ground lease and if requested by said landlord, enter into a new lease with said landlord (or a successor ground lessee designated by said landlord) for the balance of the term then remaining hereunder upon the same terms and conditions as those herein provided.

Section 21.4                                Mortgages.  Tenant covenants and agrees that, if by reason of default under any mortgage or deed of trust which may now or hereafter affect the Land and/or the Building, the mortgagee thereunder enters into and becomes possessed of the said mortgaged property either through possession or foreclosure action or proceeding, or in the event of the sale of the said mortgaged property as a result of any action or proceeding to foreclosure the said mortgage, Tenant will attorn to the mortgagee or such then owner as its landlord under this Lease.  Tenant agrees to execute and deliver, at any time and from time to time, upon the request of the mortgagee or the then owner of the said mortgaged property of which the Demised Premises forms a part any instrument which may be necessary or appropriate to evidence such attornment.  Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Demised Premises in the event any proceeding is brought by the mortgagee under any such mortgage to terminate the same, and agrees that this Lease shall not be affected in any way whatsoever by any such proceeding.

ARTICLE 22

QUIET ENJOYMENT

Section 22.1                                Quiet Enjoyment.  Landlord covenants and agrees with Tenant that upon payment by Tenant of the Rent hereunder and upon the observance and performance of all of the terms, covenants and conditions on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Demised Premises, free of all claims from Landlord and those claiming by, through or under Landlord, but subject, nevertheless, to the terms and conditions of this Lease.

29

ARTICLE 23

NOTICES

Section 23.1                                Notices.  Whenever any notice or consent is required or permitted hereunder, such notice or consent shall be in writing.  Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered (a) upon receipt or refusal of receipt when sent by recognized overnight courier or (b) upon receipt or refusal of receipt when deposited in the United States Mail, postage prepaid, Registered or Certified Mail, Return Receipt Requested, addressed to the parties hereto at the addresses set forth in Article l, or at such other addresses as they have theretofore specified by written notice delivered in accordance herewith.

ARTICLE 24

MISCELLANEOUS PROVISIONS

Section 24.1                                Time.  Time is and shall be of the essence of this Lease and all its provisions.

Section 24.2                                Applicable Law and Construction.  

(a)           This Lease shall be governed by and construed under the laws of the State in which the Property is located.

(b)           The necessary grammatical changes required to make the provisions of this Lease apply in the plural sense where there is more than one tenant and to either corporations, associations, partnerships or individuals, males or females, shall in all instances be assumed as though fully expressed.  If there is more than one person or entity who or which are Tenant under this Lease, the obligations imposed upon Tenant under this Lease shall be joint and several.  The relationship between Landlord and Tenant created hereunder shall be that of lessor and lessee and nothing herein shall be construed as creating any joint venture or partnership.  The captions used in this Lease are for convenience only and do not in any way limit or amplify the terms and provisions hereof.

Section 24.3                                Parties Bound.  It is agreed that this Lease, and each and all the covenants and obligations hereof, shall be binding upon and inure to the benefit of, as the case may be, the parties hereto, their respective heirs, executors, administrators, successors and assigns, subject to all agreements and restrictions herein contained with respect to assignment or other transfer of Tenant’s interest herein.

Section 24.4                                Representations by Landlord.  Neither Landlord nor Landlord’s agents have made any representations or promises with respect to the physical condition of the Property or the Building, the Demised Premises, permissible uses of Demised Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Demised Premises except as herein expressly set forth below, and no rights, easements, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.

30

Tenant has inspected the Building and the Demised Premises and is thoroughly acquainted with their condition, and agrees to accept the same “as is” subject to completion of Landlord’s Work, if any, and further subject to Landlord’s representations and warranties set forth below.  All understandings and agreements heretofore made between the parties hereto are merged in this Lease, which alone fully and completely expresses the agreement between Landlord and Tenant, and any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it, in whole or in part, or a surrender of this Lease or of the Demised Premises or any part thereof or of any interest of Tenant therein unless such executory agreement is in writing and signed by Landlord and Tenant.

Landlord hereby warrants and represents to Tenant, for the express benefit of Tenant, as follows:

(a)           Landlord has good, indefeasible, and marketable fee simple title to the Demised Premises and the Property, full right and authority to make and execute this Lease and, to Landlord’s current actual knowledge, as of the Date of Execution, the Demised Premises are free and clear of and from any liens, restrictions, leases or other encumbrances which would materially and adversely restrict or prevent Tenant’s use of the Demised Premises for the Permitted Use; and

(b)           To Landlord’s actual knowledge, based on the Phase I Environmental Report prepared by Golder Associates for Alere Property Group, LLC and dated July 2004 (a copy of which has been provided to Tenant), the Demised Premises and the Property are in full compliance with all environmental laws;

(c)           The structural elements of the Building, the roof and any of the systems currently installed in the Building are in good condition; and

(d)           There is access to Day Street from the Property.

Section 24.5                                Brokers.  Tenant warrants that it has had no dealings with any broker, agent or any other person in connection with the negotiation or execution of this Lease other than the brokers identified in Article 1.  Tenant agrees to indemnify and hold harmless Landlord from and against any and all cost, expense, or liability for commissions or other compensation and charges claimed by any broker or agent (other than the brokers identified in Article 1) with respect to this Lease on account of Tenant’s acts.  

Section 24.6                                Severability.  The invalidity or unenforceability of any provision of this Lease shall not affect or impair the validity of any other provision.

Section 24.7                                Force Majeure.  In the event Landlord shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature beyond the reasonable control of Landlord, in performing work or doing acts required under the terms of this Lease, then performance of such act shall be extended for a period equivalent to the period of such delay.

31

Section 24.8                                Definition of Landlord.  As used in this Lease, the term “Landlord” shall mean only the owner, or the mortgagee in possession, for the time being, of the Building and the Land or the owner of a lease of the Building or of the Land and the Building, so that in the event of any sale of the Building or of the Land and the Building or of said Lease, or in the event of a lease of the Building or of the Land and the Building, said Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder thereafter to be performed or observed, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and any such purchaser or lessee, that such purchaser or lessee has assumed and agreed to performed and observe any and all covenants and  obligations of Landlord hereunder.

Section 24.9                                No Option.  The submission of this Lease for examination or execution does not constitute a reservation of or option for the Demised Premises, and this Lease becomes effective as a lease only upon execution and delivery thereof by Landlord and Tenant.

Section 24.10                                Exculpatory Clause.  All separate and personal liability of Landlord or any trustee, director, officer, partner or principal (disclosed or undisclosed) thereof of every kind or nature, if any, is waived by Tenant, and by every person now or hereafter claiming by, through or under Tenant; and Tenant shall look solely to Landlord’s estate in the Property for the payment of any claim against Landlord.

Section 24.11                                No Recording.  Tenant shall not record this Lease, or any portion or any reference hereto.  In the event Tenant records this Lease, or permits or causes this Lease, or any portion hereof or reference hereto to be recorded, this Lease shall terminate at Landlord’s option or Landlord may declare a default hereunder and pursue any and all of its remedies provided in this Lease.

Section 24.12                                Counterparts.  The parties may execute this Lease in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement.  The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this Lease in the presence of the other parties to this Lease.  This Lease is effective upon delivery of one executed counterpart from each party to the other parties.  In proving this Lease, a party must produce or account only for the executed counterpart of the party to be charged.  Any party delivering an executed counterpart of this Lease by facsimile shall also deliver a manually executed counterpart of this Lease, but the failure to do so does not affect the validity, enforceability, or binding effect of this Lease.

Section 24.13                                Financial Statements.  Tenant, within 15 days after request, shall provide Landlord with a current financial statement and such other information as Landlord may reasonably request in order to create a “business profile” of Tenant and determine Tenant’s ability to fulfill its obligations under this Lease.  Landlord, however, shall not require Tenant to provide such information unless Landlord is requested to produce the information in connection with a proposed financing or sale of the Building.  Notwithstanding the foregoing, so long as Tenant is a publicly traded company and its financial statements are available online, Tenant shall not be required to comply with the foregoing provisions of this Section 24.13.

32

Section 24.14                                ERISA.  Tenant hereby represents and warrants to Landlord that (i) Tenant is not a “party in interest” (within the meaning of Section 3(14) of the Employee Retirement Income Security Act of 1974, as amended) or a “disqualified person” (within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended) with respect to any retirement or pension plan of the Metropolitan Life Insurance Company, and (ii) no portion of or interest in the Lease will be treated as a “plan asset” within the meaning of Regulation 29 CFR Section 2510.3-101 issued by the Department of Labor.

ARTICLE 25

OPTIONS TO RENEW

Section 25.1                                Grant of Option.  Landlord hereby grants to Tenant two (2) options (each, an “Option”; collectively, the “Options”) to extend the Term of this Lease, each for an additional five (5) years (each, a “Renewal Term”; collectively, the “Renewal Terms”) upon and subject to the terms and conditions set forth in this Lease.  Tenant shall have no right to extend the Term except as provided herein.  The Options shall be personal to United Natural Foods, Inc. and to any entity controlling, controlled by or under common control with United Natural Foods, Inc. (collectively, “Affiliates”), and shall not be transferable or assignable to any other assignee of the Lease.  Each of the Options shall be exercised, if at all, by Tenant’s delivery of written notice of exercise to Landlord no later than nine (9) months nor earlier than twelve (12) months prior to the expiration date of the initial Term or the first Renewal Term, as applicable.  The Fixed Rent to be paid by Tenant during the Renewal Terms shall be as set forth in Article 1.  If (i) Tenant is in default under any of the terms, covenants, or conditions of this Lease or (ii) Tenant and/or Affiliates do not occupy, in the aggregate, all of the Demised Premises, either at the time Tenant exercises the applicable Option or at any time thereafter prior to the commencement date of the applicable Renewal Term, then in each case, Tenant’s exercise of the applicable Option shall be of no force and effect and Tenant shall have no rights hereunder to extend the Term.

ARTICLE 26

ABATEMENT OF RENT

Section 26.1                                Abatement of Rent.  In the event that Tenant is prevented from using, and does not use, the Demised Premises or any portion thereof as a result of Landlord’s failure to provide Tenant with services or access to the Demised Premises and/or the Building as required by this Lease, which is caused by the gross negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors, then Tenant shall give Landlord written notice of any such event and if such event continues for three (3) consecutive business days after Landlord’s receipt of such notice (the “Eligibility Period”), then the Fixed Rent and Additional Rent payable under this Lease shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be prevented from using, and does not use, the Demised Premises or a portion thereof in the proportion that the floor area of the portion of the Demised Premises that Tenant is prevented from using, and does not use, bears to the total floor area of the Demised Premises (i.e., 613,174 square feet).  However, in the event that Tenant is prevented from conducting, and does not conduct, its business in any portion of the

33

Demised Premises for a period of time in excess of the Eligibility Period, and the remaining portion of the Demised Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Fixed Rent and Additional Rent for the entire Demised Premises shall be abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Demised Premises during such period, the rent allocable to such reoccupied portion, based on the proportion that the floor area of such reoccupied portion of the Demised Premises bears to the total floor area of the Demised Premises, shall be payable by Tenant from the date such business operations commence.

IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the date first written above.

TENANT: UNITED NATURAL FOODS, INC., a Delaware corporation		LANDLORD: CACTUS COMMERCE, LLC, a Delaware limited liability company By: BlackRock Realty Advisors, Inc., its manager
By:	/s/ Mark Shamber	By:	/s/ Robert D. Norberg
	Mark Shamber	Name:	Robert D. Norberg
	Chief Financial Officer	Title:	Director

34

EXHIBIT A

SITE PLAN SHOWING LOCATION OF BUILDING

A-1 

EXHIBIT B

LEGAL DESCRIPTION OF PROPERTY

PARCEL 7 OF PARCEL MAP NO. 27732, IN THE CITY OF MORENO VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 195, PAGES 75 TO 79 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

B-1 

EXHIBIT C

RULES AND REGULATIONS

1.           No sidewalks or entrance shall be obstructed or encumbered by Tenant or used for any purpose other than ingress and egress to and from the Demised Premises, the Building or the landscaping, parking facilities and other improvements and appurtenances.

2.           No awning or other item or projection (including, without limitation, aerials, antennae and satellite dishes) shall be attached to the outside walls or windows of the Building, or affixed to the roof or any other portion of the Building, without the prior written consent of Landlord.  Such awnings and projections must be of a quality, type, design, color, material and general appearance approved by Landlord, and shall be attached in the manner approved by Landlord.

3.           No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by Tenant on any part of the outside of the Building without the prior written consent of Landlord.  In the event of the violation of the foregoing by Tenant, Landlord may remove same without liability, and may charge the expense incurred by such removal to Tenant.

4.           No show cases or other articles shall be put in front of or affixed to, or stored on or about, any part of the exterior of the Building without the prior written consent of Landlord.

5.           Except as otherwise permitted under the Lease or consent to by Landlord, neither Tenant nor any of Tenant’s agents, servants, employees, contractors, visitors or licensees shall at any time bring or keep upon the Demised Premises or in the Building or the Property any flammable, combustible or explosive fluid, chemical or substance.

6.           No additional locks, bolts or mail slots of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any change be made in existing locks or the mechanism thereof; however, the foregoing shall not apply to any card key system which Tenant installs in full compliance with all other provisions of the Lease at its sole expense and with respect to which Landlord is provided with all access cards necessary to fully exercise all of its entry rights under the Lease with respect to the Demised Premises; provided, however that Tenant may upgrade the locks at the Building so long as Tenant provides written notice to Landlord with respect to any such upgrade and immediately provides copies of keys to the new locks.  Tenant must, upon the termination of the tenancy, restore to Landlord all keys of stores, offices and toilet rooms either furnished to or otherwise procured by Tenant and, in the event of the loss of any keys so furnished, Tenant shall pay to Landlord the cost thereof.

7.           If the Demised Premises is or becomes infested with vermin as a result of the use or any misuse or neglect of the Demised Premises by Tenant, its agents, servants, employees, contractors, visitors, or licensees, Tenant shall forthwith at Tenant’s expense cause the same to be exterminated from time to time to the satisfaction of Landlord.

8.           Tenant shall, to the extent required by any applicable law, install and maintain, at Tenant’s sole cost and expense, an adequate visibly marked (at all times property operational)

C-1 

fire extinguisher next to any duplicating or photocopying machine or similar heat producing equipment, which may or may not contain combustible material, in the Demised Premises.

9.           Tenant shall not use the name of the Property for any purpose other than as the address of the business to be conducted by Tenant in the Demised Premises, nor shall Tenant use any picture of the Property in its advertising, stationary or in any other manner without the prior written permission of Landlord.  Landlord expressly reserves the right at any time to change said name without in any manner being liable to Tenant therefor.

10.           Landlord reserves the right to make such other and further reasonable rules and regulations as in Landlord’s judgment may from time to time be needful for the safety, care and cleanliness of the Demised Premises or the Building, or the Property, and any such other or further rules and regulations shall, upon written notice thereof to Tenant, be binding upon Tenant with the same force and effect as if they had been inserted herein at the time of the execution hereof.

C-2 

EXHIBIT D

WORK LETTER

This WORK LETTER AGREEMENT (“Agreement”) is being entered into as of December 3, 2007, by and between CACTUS COMMERCE, LLC, a Delaware limited liability company (“Landlord”) and UNITED NATURAL FOODS, INC., a Delaware corporation (“Tenant”), in connection with the execution of the Lease between Landlord and Tenant dated of even date herewith (“Lease”), who hereby agree as follows:

1.           General.

(a)           The purpose of this Agreement is to set forth how the interior improvements in the Demised Premises as set forth on the Construction Documents, as defined below in Section 3(e) (“Tenant Improvements”), are to be designed and constructed, who will be responsible for the design and construction of the Tenant Improvements, who will pay for the design and construction of the Tenant Improvements, and the time schedule for completion of the design and construction of the Tenant Improvements.

(b)           Except as defined in this Agreement to the contrary, all terms utilized in this Agreement shall have the same meaning as the defined terms in the Lease.

(c)           The provisions of the Lease, except where clearly inconsistent or inapplicable to this Agreement, are hereby incorporated into this Agreement.

(d)           Except for the Tenant Improvements to be constructed pursuant to this Agreement, Tenant accepts the Demised Premises in its “as-is” condition and acknowledges that it has had an opportunity to inspect the Demised Premises prior to signing the Lease.

2.           Commencement Date.  The Commencement Date shall be determined in accordance with Section 2.2 of the Lease.

3.           Tenant Improvement Plans.

(a)           Tenant’s Designer.  Tenant shall retain a designer (“Designer”) to prepare Space Plans as defined in Section 3(b) below, and Final Plans as defined in Section 3(c) below for the Tenant Improvements.  The Designer shall be familiar with the Building and with all applicable laws, statutes, codes, rules and regulations (collectively, “Laws”) applicable to tenant construction in the Building and shall be subject to the approval of Landlord, which approval will not be unreasonably withheld or delayed and shall be conditioned on the Designer’s reputation for quality of work, timeliness of performance, integrity, and Landlord’s prior experience (if any) with such Designer.  Landlord hereby consents to and approves of ARCO Design/Build as Designer.

(b)           Space Plans.  Tenant shall deliver the Space Plans to Landlord.  Such Space Plans shall be compatible with the design, construction and equipment of the Building, comply with all applicable Laws, and must identify all demising walls, corridors, entrances, exits, doors, interior partitions, offices, dry storage areas and temperature control space and any other information required to obtain a building permit.  Landlord shall approve or disapprove, for

D-1

reasonable reasons and subject to the Approval Criteria as defined in Section 3(d) below, the Space Plans within five (5) business days after Landlord receives the Space Plans and, if disapproved, Landlord shall return the Space Plans to Tenant, who shall make all necessary revisions within five (5) business days after Tenant’s receipt thereof.  This procedure shall be repeated until Landlord ultimately approves the Space Plans.

(c)           Construction Documents.  After the Space Plans are ultimately approved by Landlord, Tenant shall, subject to (e) below, cause the Designer to prepare a fully coordinated and engineered set of architectural, structural, mechanical, electrical and plumbing final plans and specifications (“Final Plans”) to allow for the full and complete construction of the Tenant Improvements.  Tenant shall then deliver the Final Plans to Landlord.   Landlord shall approve or disapprove, for reasonable reasons and subject to the Approval Criteria, the Final Plans within ten (10) businessdays after Landlord receives the Final Plans and, if disapproved, Landlord shall return the Final Plans to Tenant who shall make all necessary revisions within five (5) business days after Tenant’s receipt thereof.  This procedure shall be repeated until Landlord ultimately approves the Final Plans.  As approved, the Final Plans, as modified, shall be deemed the “Construction Documents.”  Subject to Section 6(c) below, any and all costs incurred by Tenant and/or Landlord in connection with the preparation, review and approval of the Space Plans and the Final Plans shall be deducted from the Tenant Improvement Allowance set forth below in Section 6(a).  All deliveries of the Space Plans and the Final Plans shall be delivered by messenger service, by personal hand delivery, by overnight parcel service or by electronic delivery.

(d)           Standards for Landlord’s Approval.  Landlord’s approvals required hereunder shall not be unreasonably withheld, but Landlord will be deemed to have acted reasonably if Landlord’s disapproval is predicated upon (i) affect on the structural integrity of the Building, (ii) possible damage to any of the Building’s electrical, plumbing or fire/life safety systems that were in place when the Building was delivered to Tenant, (iii) non-compliance with applicable laws, codes and regulations, (iv) incompatibility with the base building plans, and (v) any material affect on the exterior appearance of the Building or any of the exterior areas of the Property which, in Landlord’s reasonable judgment, is not compatible with a first-class industrial property, it being agreed and understood that this Approval Criteria No. (v) may not be used by Landlord to disapprove Tenant’s construction of any required refrigeration equipment outside the Building so long as any such construction is done in compliance with all applicable Laws (“Approval Criteria”).  While Landlord has the right to approve the Space Plans, Preliminary Plans, Engineering Plans and the Final Plans, Landlord’s sole interest in doing so is to protect the Building and Landlord’s interests.  Accordingly, Tenant shall not rely upon Landlord’s approvals and Landlord shall not be the guarantor of, nor responsible for, the correctness or accuracy of any such Space Plans, Preliminary Plans, Engineering Plans or Final Plans, or the compliance thereof with applicable Laws, and Landlord shall incur no liability of any kind by reason of granting such approvals.

(e)           Design-Build.  Notwithstanding anything to the contrary set forth in (c) above, Landlord and Tenant acknowledge that it is currently anticipated that the Tenant Improvements will be constructed on a “design build” basis.  Accordingly, plans may be submitted to Landlord with respect to portions of the work (e.g., mechanical or electrical or structural) rather than as a complete set of Construction Drawings as contemplated in (c) above.  The procedure set forth in (c) above shall be applicable with respect to any plans which are

D-2

submitted to Landlord for approval and Tenant may not start construction on any portion of the work until the plans therefor have been approved by Landlord.  Such plans, as approved by Landlord, shall individually and collectively be defined as the Construction Documents for purposes of this Agreement.

(f)           Ammonia Equipment.  Notwithstanding anything to the contrary set forth herein Landlord hereby acknowledges and consents to the installation of ammonia equipment outside of the Building so long as any such installation is done in compliance with Applicable Law.

(g)           4,000 AMP Transformer.  Landlord and Tenant each acknowledges that Tenant intends to have a 4,000 AMP transformer (“Transformer”) installed by Southern California Edison (“Edison”).  In this regard, Landlord and Tenant agree that the costs, if any, incurred in connection with Edison’s installation of the Transformer shall be split 50/50 between Landlord and Tenant; provided, however, that any costs incurred in connection with expediting the installation of the Transformer shall be the sole responsibility of Tenant.

4.           Permits.  Tenant shall be responsible for obtaining all governmental approvals of the Construction Documents to the full extent necessary for the issuance of a building permit for the Tenant Improvements based upon such Construction Documents.  Thereafter, Tenant shall also cause to be obtained all other necessary approvals and permits from all governmental agencies having authority over the construction and installation of the Tenant Improvements in accordance with the approved Construction Documents and shall undertake all steps necessary to insure that the construction of the Tenant Improvements is accomplished in strict compliance with all Laws applicable to such construction and the requirements and standards of any generally recognized insurance underwriting board, or inspection bureau or insurance carrier insuring the Demised Premises pursuant to the Lease.

5.           Construction.  Tenant shall employ an outside contractor or contractors of Tenant’s choice (“Contractor”) to construct the Tenant Improvements in substantial conformance with the Construction Documents; provided, however, that such construction contracts shall provide for progress payments, and Tenant shall pay for the entire cost of design and construction of the Tenant Improvements and all permits and governmental review and approval fees in connection therewith, subject to Landlord’s obligation to disburse the Tenant Improvement Allowance in accordance with Section 6 below.  Contractor and the performance of the work shall be subject to the following conditions:

(a)           Contractor shall be duly licensed and subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld and shall be conditioned on the Contractor’s reputation for quality of work, timeliness of performance, integrity and Landlord’s prior experience (if any) with such Contractor.  Landlord hereby consents to and approves ARCO Design/Build as the Contractor

(b)           Landlord or Landlord’s agents shall have the right, upon at least 48 hours’ advance notice (which notice may be oral) and subject to compliance with all on-site safety requirements, to inspect the construction of the Tenant Improvements by Tenant during the progress thereof, it being the intent of the parties hereto that Landlord shall be reasonable in its inspection of the construction of the Tenant Improvements and that Landlord shall recognize, to the extent commercially reasonable and practicable, the necessity of field changes based on field

D-3

conditions.  If Landlord shall give written notice to Tenant of any material deviation from the Construction Documents, Tenant shall, unless Tenant disagrees with Landlord with respect thereto, cause Contractor to make corrections promptly.  If Tenant disagrees with Landlord’s determination that there has been a material deviation from the Construction Documents, Tenant shall give Landlord written notice thereof within one (1) business day of Tenant’s receipt of Landlord’s notice with respect thereto, and the parties shall negotiate in good faith to resolve their disagreement.  If, however, the parties do not reach agreement within three (3) business days after Landlord’s receipt of Tenant’s notice, then the determination of Landlord’s construction supervisor shall be final.  Neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any rights of Landlord to require good and workmanlike construction and improvements erected in accordance with the Construction Documents.

(c)           Tenant shall instruct the Contractor to cause the Tenant Improvements to be completed as soon as reasonably possible.

(d)           Tenant’s construction of the Tenant Improvements shall comply with the following:  (i) the Tenant Improvements shall be constructed in strict accordance with the Construction Drawings; and (ii) Tenant’s and Tenant’s Contractor shall, prior to the commencement of any work, submit schedules of all work relating to the Tenant Improvements to Landlord for Landlord’s information only.

(e)           Tenant hereby indemnifies and holds Landlord harmless with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s Contractor, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s non-payment of any amount arising out of the Tenant Improvements.  Such indemnity by Tenant, as set forth above, shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord’s performance of  any ministerial acts reasonably necessary (i) to permit Tenant to complete the Tenant Improvements, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Demised Premises; provided, however, that Tenant’s indemnity set forth herein shall not apply to any damages or costs that result from any illegal act performed by Landlord.

(f)           Tenant’s Contractor and the subcontractors utilized by Tenant’s Contractor shall provide the standard and customary warranties to Tenant and for the benefit of Landlord with respect to the portion of the Tenant Improvements for which it is responsible.  Tenant’s Contractor shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the substantial completion of the work performed by such contractor or subcontractors.  The correction of such work shall include, without additional charge, all additional expenses and damages incurred in  connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby.  All such warranties as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the Contract or subcontract and shall be written such that such warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either.  Tenant covenants

D-4

to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.

(g)           Commencing upon the issuance of a building permit, Landlord and/or its agents (“Landlord’s Representative”) shall have the right to attend any meetings held by Tenant with its Contractor or Designer regarding the progress of the construction of the Tenant Improvements.  Meetings will be held on the first and third Wednesdays of each month at 10 a.m.  At Tenant’s request, other than at such meeting, Landlord’s Representative shall make no direct communications whatsoever with Tenant, the Contractor, any subcontractors and/or the Designer; and all communications from Landlord’s Representative shall be made in writing to Landlord who shall convey them in writing to Tenant.  If Landlord’s Representative acts in a manner that is outside the scope of, or not in keeping with, his job description as set forth in this Section 5(g) and that in Tenant’s reasonable judgment is interfering with the construction of the Tenant Improvements, then upon notice from Tenant to Landlord the Landlord’s Representative shall be replaced prior to the next bi-monthly meeting.

(h)           Within ten (10) days following the completion of the Tenant Improvements, Tenant shall notify Landlord of the completion thereof and shall provide Landlord an opportunity to inspect the same.  Within ten (10) days following Tenant’s notice, Landlord (or its representative) shall walk through and inspect the Tenant Improvements, and upon the completion of such walk-through shall either approve such work or advise Tenant in writing of any failure of the Tenant Improvements to conform with the Construction Documents.  Tenant shall, at Tenant’s sole cost and expense, promptly repair such nonconforming items to Landlord’s satisfaction.  Landlord’s approval of the Tenant Improvements, or Landlord’s failure to advise Tenant of any nonconforming items in the Tenant Improvements, shall not relieve Tenant of responsibility for constructing and installing the Tenant Improvements substantially in accordance with the Construction Drawings and this Agreement, and in conformance with all applicable laws, statutes and ordinances.

(i)           Upon completion of the Tenant Improvements, Tenant shall:  (i) obtain and deliver to Landlord a certificate of occupancy for the Tenant Improvements from the governmental agency having jurisdiction thereof; (ii) deliver to Landlord a full set of reproducible as-built drawings for the Tenant Improvements (including all Change Orders) to the extent applicable, including, without limitation, architectural drawings, structural drawings, mechanical drawings, including plumbing, fire sprinkler, electrical and life safety; (iii) obtain and deliver to Landlord the building permit or permits for the Tenant Improvements with final sign-off by the applicable governmental entity; (iv) complete Landlord’s punch list items provided by Landlord to Tenant in accordance with (h) above; and (v) deliver to Landlord copies of all written construction and equipment warranties related to the portions of the Tenant Improvements involving Building systems or those portions of the Demised Premises Landlord is required to maintain or repair under the Lease.

(j)           Tenant agrees to (A) fully pay and discharge all claims for labor done and materials and services furnished in connection with the construction of the Tenant Improvements and (B) immediately upon Landlord’s request cooperate with Landlord in connection with the filing of (i) a valid notice of completion on the standard form used in California within ten (10) days following the completion of construction of the Tenant Improvements, and (ii) a valid notice of cessation on the standard form used in California upon a cessation of labor of the

D-5

Tenant Improvements for a continuous period of thirty (30) days or more, and (C) take all steps to forestall the assertion of claims of lien against the Property or any part thereof or right or interest appurtenant thereto by contractors retained by Tenant in connection with the Tenant Improvements.  In the event that there shall be recorded against the Demised Premises or the Building or the Property any claim or lien arising out of the Tenant Improvements, and such claim or lien shall not be removed from title or discharged within the time period specified in Section 8.3 of the Lease, then Landlord may exercise its right to remove said liens in accordance with Section 8.3 of the Lease.

6.           Tenant Improvement Allowance.

(a)           Tenant Improvement Allowance.  Landlord will pay $2,452,696.00 (“Tenant Improvement Allowance”) toward the cost of the design, construction and permitting (only to the extent set forth herein) of the Tenant Improvements and for the review and approval of the Space Plans and Final Plans, including Landlord’s costs with respect thereto as set forth in Section 6(c) below.  Landlord will pay the Tenant Improvement Allowance to Tenant within thirty-five (35) days after all of the following have occurred: (i) Tenant has submitted a final request for disbursement on the standard AIA form, (ii) a certificate of occupancy for the  Demised Premises has been issued, (iii) a notice of completion has been duly recorded with respect to the Tenant Improvements, (iv) no lien claim shall have been recorded within the thirty (30) day period following such recordation (or if there be a lien claim, such lien shall have been removed) and (v) Landlord’s receipt of an unconditional mechanics’ lien release from the Contractor.  In the event the cost of the design and construction of the Tenant Improvements is less than the Tenant Improvement Allowance, the difference shall be retained by Landlord.

(b)           Change Orders.  In the event that Tenant requests or approves of any “material changes” to the Construction Documents (each, a “Change Order”), Landlord shall not unreasonably withhold its consent to any such Change Order, but subject to the Approval Criteria listed in Section 3(d) above.  If any such Change Orders, as approved by Landlord, increase the cost of constructing the Tenant Improvements as shown on the Construction Documents in excess of the Tenant Improvement Allowance, Tenant shall pay such increased costs.  For purposes of this Section 6(b), a “material change” shall be one that involves a change to any of the structural elements or building systems of the Building, the exterior of the Building or any exterior areas of the Property or that will cost in excess of $50,000.00.

(c)           Landlord’s Costs.  Landlord shall in connection with Landlord’s obligations set forth in Section 3 with respect to reviewing and approving the Space Plans and Final Plans and in Section 6 with respect to inspecting and supervising the construction of the Tenant Improvements be reimbursed for all of its costs incurred in connection with such review, approval, inspection and supervision (including services performed in-house to the extent the costs are not in excess of costs that would have been incurred if such services were performed by independent third parties), which reimbursement shall be accomplished by Landlord deducting such amount from the Tenant Improvement Allowance; provided, however, in no event shall Tenant’s reimbursement obligation under this Section 6(c) exceed $20,000.

7.           Default.  Any default by Tenant under the terms of this Agreement shall, if not cured within five (5) days after written notice from Landlord, constitute a default under the Lease to which this Agreement is attached, and shall entitle Landlord to exercise all remedies set forth

D-6

in the Lease.  Tenant shall have any and all rights to remedy such default pursuant to the provisions of the Lease.

8.           Reasonable Diligence.  Both Landlord and Tenant agree to use reasonable diligence in performing all of their respective obligations and duties under this Agreement and in proceeding with the construction and completion of the Tenant Improvements in the Demised Premises.

9.           Insurance Requirements.

(a)           General Coverages.  All of Tenant’s Contractors shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in Article XI of the Lease.

(b)           Special Coverages.  Tenant shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of the Tenant Improvements, and such other insurance as Landlord may require, it being understood and agreed that the Tenant Improvements shall be insured by Tenant pursuant to Article VI of this Lease immediately upon completion thereof.  Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord including, but not limited to, the requirement that all of Tenant’s Contractors shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $500,000 per incident, $1,000,000 in aggregate, and in form and with companies as are required to be carried by Tenant as set forth in Article VI of this Lease.

(c)           General Terms.  Certificates for all insurance carried pursuant to this Work Letter must comply with the requirements of Article VI of the Lease and shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor’s equipment is moved onto the site.  In the event that the Tenant Improvements are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense.  Tenant’s Contractors shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for three (3) years following completion of the work and acceptance by Landlord and Tenant.  All policies carried under this Section 10 shall insure Landlord and Tenant, as their interests may appear, as well as the Contractor.  All insurance, except Workers’ Compensation, maintained by Tenant’s Contractors shall preclude subrogation claims by the insurer against anyone insured thereunder.  Such insurance shall provide that it is primary insurance as respects the owner and that any other insurance maintained by owner is excess and noncontributing with the insurance required hereunder.  Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of the Tenant Improvements and naming Landlord as a co-obligee.

D-7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LANDLORD:

CACTUS COMMERCE, LLC,
a Delaware limited liability company

By: BlackRock Realty Advisors, Inc.,
its Manager

By: 

Its:

TENANT:

UNITED NATURAL FOODS, INC.,
a Delaware corporation

By: /s/ Mark Shamber

Mark Shamber,

Chief Financial Officer

D-8

EXHIBIT E

LIST OF INITIAL INSTALLATIONS WHICH

TENANT WILL NOT HAVE TO REMOVE

·      Any standard office improvements

·      Any restrooms

· Structural improvements made to roof structure to support equipment approved by Landlord

· Electrical improvements approved by Landlord

· Concrete slab associated with freezer section of tenant improvements and all under slab insulation and piping.  If glycol is used as the underslab warming system, then Tenant agrees that piping will be drained and capped below slab upon termination of this Lease

· Data cabling and phone cabling throughout Demised Premises

· Modifications to sprinkler system required to meet code and/or insurance requirements which are approved by Landlord

· Dock equipment including dock levelers, shelters, lights, etc.

E-1 

EXHIBIT F

F-1 

EX-10.36

Exhibit 10.36

as of November 2, 2007

United Natural Foods, Inc.

as Agent and Representative

of the Borrowers

260 Lake Road

Dayville, CT 06241

RE:  Third Amendment to Amended and Restated Loan and Security Agreement

Ladies and Gentlemen:

Reference is made to the Amended and Restated Loan and Security Agreement dated as of April 30, 2004, as amended (“Loan Agreement”) among United Natural Foods, Inc. (“UNF”), United Natural Foods West, Inc. (f/k/a/ Mountain People’s Warehouse Incorporated) (“UNFW”), Springfield Development, LLC (f/k/a United Northeast LLC) (“SDLLC”) and United Natural Trading Co. (“UNT” and together with UNF, UNFW and SDLLC, collectively, the “Borrowers”) each of the Lenders identified under the caption “Lenders” on the signature pages thereto and Bank of America, N.A. (as successor to Fleet Capital Corporation) as administrative and collateral agent for the Lenders (the “Agent”), Citizens Bank of Massachusetts (the “Syndication Agent”), U.S. Bank National Association (the “Documentation Agent”) and Fleet Capital Corporation (the “Arranger”).  Capitalized terms not defined herein shall have the meanings ascribed thereto in the Loan Agreement.

Background.  UNF formed a merger subsidiary (“Merger Sub”) and entered into a merger agreement with Distribution Holdings, Inc. (“Holdings”) and Millbrook Distribution Services, Inc. (“Millbrook”), pursuant to which (i) Merger Sub will be merged with and into Holdings, which is the sole shareholder of Millbrook, with Holdings continuing as the surviving company and (ii) UNF will purchase the outstanding shares of Holdings for up to $84,000,000 (such merger transaction, the “Merger”) (such merger agreement, the “Merger Agreement”; together with all agreements, documents and instruments executed and/or delivered in connection therewith, the “Merger Documents”).  The Lenders consented to the Merger Agreement and the consummation of the Merger pursuant to that certain Consent to Merger dated as of October 12, 2007 by and between Agent, Lenders and Borrower (the “Consent”) subject to the prior satisfaction of certain conditions, including without limitation, that Millbrook and Holdings be joined as Borrowers under the Loan Agreement, the Notes and the other applicable Loan Documents.  Borrowers, Millbrook and Holdings have agreed to the foregoing, subject to the terms and conditions set forth herein.

Accordingly, the parties hereto hereby agree as follows:

1.           Amendment and Joinder.

a.           Joinder.  Millbrook and Holdings, each, (i) is hereby joined as a Borrower for all purposes under the Loan Agreement, the Notes and the other Loan Documents and agrees that it is absolutely and unconditionally obligated to pay and perform all the Obligations, whether heretofor created or existing, now existing or hereafter created or existing, jointly and severally, with all the Borrowers, (ii) hereby makes the representations and warranties set forth in the Loan Agreement, the Notes and the other Loan Documents as of the date hereof and as otherwise required under the Loan Agreement and the other Loan Documents and (iii) hereby agrees to be bound by each of the covenants, terms and conditions (applicable to the Borrowers) set forth in the Loan Agreement, the Notes and the other Loan Documents after giving effect to this Third Amendment.  Millbrook and Holdings confirms that, as a result of this Third Amendment, Millbrook and Holdings, each, hereby grants to the Agent a security interest in and a continuing lien on, all of its right, title and interest in and to the New Collateral (as described and defined on Schedule A hereto) in each case whether now owned or existing or hereafter acquired or arising and wherever located, as is set forth in more detail in the attached Schedule 1.  Millbrook and Holdings, each, agrees that its right, title and interest in and to the New Collateral (as described and defined on Schedule A hereto) shall be deemed to be and shall be part of the Collateral for all purposes set forth in the Loan Agreement and the other Loan Documents and shall secure all Obligations in accordance with the provisions of the Loan Agreement and the other Loan Documents.  The Schedules to the Loan Agreement are hereby supplemented by the corresponding Schedules attached hereto at Exhibit 1.

b.           Eligible Inventory; Eligible Accounts.  Notwithstanding any provisions set forth in the Loan Agreement and the other Loan Documents, (i) the Inventory of Millbrook and/or Holdings shall not constitute Eligible Inventory and (ii) the Accounts of Millbrook and/or Holdings shall not constitute Eligible Accounts.

c.           Waiver.  Agent and Lenders hereby waive the Borrowers’ obligation to satisfy the conditions precedent set forth in the following Sections of the Consent: 3.4(ii), 3.4(iii), 3.4(iv)(B) (other than with respect to the New Collateral as defined herein) and 3.16.

2.           Representations and Warranties.  The Borrowers (including Millbrook and Holdings) hereby represent and warrant as follows:

a.           Power, Authority, Etc.  The Borrowers have the power and authority for the making and performing of this Third Amendment.  This Third Amendment  has been duly executed and delivered by or on behalf of the Borrowers pursuant to authority legally adequate therefor, and this Third Amendment is in full force and effect and is a legal, valid and binding obligation of the Borrowers enforceable in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws and equitable principles affecting the enforcement of creditors’ rights generally.

-2-

b.           Incorporation of Representations and Warranties.  The representations and warranties of the Borrowers contained in the Loan Agreement and the Consent, after giving effect to the amendments thereto contemplated hereby, and except for any changes resulting only from the passage of time which do not otherwise constitute a Default or an Event of Default, are true and correct on and as of the date hereof as though made on and as of the date hereof and such representations and warranties are hereto incorporated in this Third Amendment as though fully set forth herein.  Borrowers, Holdings and Millbrook, each, represent, warrant and agree that it is unconditionally, absolutely, and jointly and severally liable for the punctual and full performance and payment of all Obligations, including, without limitation, all charges, fees, expenses and costs (including attorneys' fees and expenses) under the Loan Documents, and that no Borrower has any defenses, counterclaims or setoffs with respect to full, complete and timely payment of all Obligations.

c.           Acknowledgement of Obligations.  Each Guarantor, for value received, hereby consents to (i) the applicable Borrowers’ execution and delivery of this Third Amendment and (ii) the performance by the Borrowers of their respective agreements and obligations hereunder.  The applicable Borrower’s performance and/or consummation of any transaction or matter contemplated under this Third Amendment shall not limit, restrict, extinguish or otherwise impair any of the Guarantors’ obligations to Agents and Lenders with respect to the Loan Documents, as applicable.

3.           Conditions Precedent.  This Third Amendment and the Lenders’ obligations hereunder shall not be effective until each of the following conditions are satisfied (the “Amendment Effective Date”):

a.           Borrowers (including Millbrook and Holdings) shall have duly executed and delivered this Third Amendment;

b.           All requisite corporate action and proceedings of the Borrowers (including Millbrook and Holdings) in connection with this Third Amendment and all documentation and certificates required by Agent and/or its counsel in connection therewith shall be satisfactory in form and substance to Agent;

c.           No Default or Event of Default shall exist;

d.           The conditions precedent set forth in Sections 2 and 3 of the Consent (other than with respect to the execution of this Third Amendment) have been satisfied;

e.           The Agent’s Liens in the New Collateral are perfected first priority Liens and the Indebtedness owed by Millbrook and Holdings to JPMorgan Chase Bank, N.A. shall have been paid in full; and

f.           All the Lenders shall have executed this Third Amendment.

-3-

4.           Miscellaneous.

a.           Counterparts.  This Third Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Third Amendment by signing any such counterpart.

b.           Force and Effect.  The Loan Agreement and each other Loan Document, as amended or modified by this Third Amendment, are hereby ratified, confirmed and approved and shall continue in full force or effect.

c.           Loan Document.  This Third Amendment and all other documents executed in connection herewith are “Loan Documents” as such term is defined in the Loan Agreement.  This Third Amendment shall be governed by the laws of the State of Connecticut.  This Third Amendment and the other documents executed and/or delivered in connection herewith (including, without limitation, the Consent) set forth the entire agreement of the parties with respect to the subject matter thereof and supersede any prior agreement and contemporaneous oral agreements of the parties concerning their subject matter.

[remainder of page intentionally left blank]

-4-

Signature Page to ThirdAmendment to Amended and Restated Loan and Security Agreement

IN WITNESS WHEREOF, the parties have executed this ThirdAmendment as of the date first above written.

BORROWERS:                                                                           UNITED NATURAL FOODS, INC.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, CFO and Treasurer

UNITED NATURAL FOODS WEST, INC.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

SPRINGFIELD DEVLOPMENT, LLC

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

UNITED NATURAL TRADING CO.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

DISTRIBUTION HOLDINGS, INC.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

-5-

MILLBROOK DISTRIBUTION SERVICES, INC.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

-6-

Signature Page to ThirdAmendment to Amended and Restated Loan and Security Agreement

GUARANTORS:                                                                         NATURAL RETAIL GROUP, INC.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

ALBERT’S ORGANICS, INC.

By: /s/ Mark E. Shamber

Name: Mark Shamber

Title:Vice President, Secretary and Treasurer

AGENT:                                                                                         BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Edgar Ezerins

Name: Edgar Ezerins

Title:Senior Vice President

-7-

Signature Page to ThirdAmendment to Amended and Restated Loan and Security Agreement

LENDERS:

BANK OF AMERICA, N.A., as a

Lender

By:   /s/ Edgar Ezerins 

Name:  Edgar Ezerins

Title:    Senior Vice President

RBS CITIZENS NATIONAL ASSOCIATION, A SUCCESSOR BY MERGER WITH CITIZENS BANK OF MASSACHUSETTS, as a Lender

By:   /s/ Peter Coates_______

Name:  Peter Coates

Title:  Vice President

U.S. BANK NATIONAL ASSOCIATION, as a

Lender

By:   /s/ Mark A. Reinert____

Name:  Mark A. Reinert

Title:  Vice President___

PNC BANK, NATIONAL ASSOCIATION, a

Lender

By:   /s/ Brian Conway_____

Name:  Brian Conway

Title:  Vice President

-8-

Signature Page to ThirdAmendment to Amended and Restated Loan and Security Agreement

FIRST PIONEER FARM CREDIT, ACA, a
Lender

By:   /s/ James Papas___

Name:  James Papas_

Title:  Vice President_

WEBSTER BANK, a Lender

By:   /s/ John H. Frost

Name:  John H. Frost

Title:  Vice President

ISRAEL DISCOUNT BANK

OF NEW YORK, a Lender

By:   /s/ George J. Ahlmeyer                                                                

Name:  George Ahlmeyer

Title:  Senior Vice President

By:   /s/ Mark H Merritt

Name:  Mark H Merritt

Title:  First Vice President

ROYAL BANK OF CANADA, a Lender

By:   /s/ Gordon MacArthur

Name:  Gordon MacArthur

          Title:  Authorized Signatory

HARRIS TRUST AND SAVINGS BANK,

a Lender

By:   /s/ Graeme Robertson

Name:  Graeme Robertson

          Title:  Vice President

-9-

Exhibit 1

Schedules to Loan Agreement

-10-

Schedule 1

New Collateral

To secure the prompt payment and performance of all of the Obligations, Millbrook and Holdings, each, hereby grants to Agent for the benefit of itself as Agent and for the Pro Rata benefit of each Lender a continuing Lien upon all of the following Property and interests in Property of each of Millbrook and Holdings, whether now owned or existing or hereafter created, acquired or arising and wheresoever located (collectively, the “New Collateral”):

1.	Accounts;
2.	Certificated Securities arising out of Accounts or Inventory;
3.	Chattel Paper arising out of or related to Accounts or Inventory;
4.	Contract Rights arising out of or related to Accounts or Inventory;
5.	Deposit Accounts in which the proceeds of Accounts, Inventory or other Collateral are deposited or maintained and money constituting such proceeds;
6.	Documents arising out of or related to Accounts or Inventory;
7.	General Intangibles, including Payment Intangibles, arising out of or related to Accounts or Inventory;
8.	Instruments arising out of or related to Accounts or Inventory;
9.	Inventory;
10.	Investment Property arising out of Accounts or Inventory;
11.	Letter-of-Credit Rights arising out of or related to Accounts or Inventory;
12.	Security Entitlements arising out of Accounts or Inventory;
13.	Supporting Obligations arising out of or related to Accounts or Inventory; and
14.	Uncertificated Securities arising out of Accounts or Inventory;

-11-

15. together with all books, records, writings, data bases, and other information relating to or used in connection with, or evidencing, embodying, or incorporating any of the foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing.

-12-

EX-10.37

Exhibit 10.37

FOURTH AMENDMENT AGREEMENT

FOURTH AMENDMENT AGREEMENT (this “Agreement”) dated as of November 27, 2007, by and among United Natural Foods, Inc., United Natural Foods West, Inc., United Natural Trading Co., Distribution Holdings, Inc., Springfield Development, LLC, and Millbrook Distribution Services Inc. (collectively, the “Borrowers”), Bank of America, N.A. (“Bank of America”) and the other Lenders currently party thereto (the “Existing Lenders”), the other lending institutions identified under the caption “Lenders” on the signature pages hereto, each of which is becoming a Lender on the date hereof (collectively, the “New Lenders” and, collectively with the Existing Lenders, collectively, the “Lenders”), and Bank of America, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Existing Lenders, the Administrative Agent, and the Documentation Agent, Syndication Agent and Arranger identified therein entered into a certain Amended and Restated Loan and Security Agreement dated April 30, 2004, as amended by a First Amendment dated as of December 30, 2004, a Second Amendment dated as of January 31, 2006 and a Third Amendment dated as of November 2, 2007 (as amended, the “Loan Agreement”); and

WHEREAS, the Borrowers have requested that the Lenders waive certain Events of Default which exist under the Loan Agreement, increase the aggregate Revolving Credit Commitments and amend certain other provisions of the Loan Agreement; and

WHEREAS, certain of the Existing Lenders are willing to increase their Revolving Credit Commitments and the New Lenders are willing to become parties to the Loan Agreement as Lenders thereunder and to make Revolving Credit Commitments, and the Lenders are willing to waive such Events of Default and agree to the amendments set forth herein, all on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1.           Definitions.  Capitalized terms used herein without definition that are defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement, as amended hereby.

§2.           Representations and Warranties; Acknowledgment.  The Borrowers hereby represent and warrant to the Lenders as follows:

(a)           Each of the Borrowers has adequate power to execute and deliver this Agreement and each other document to which it is a party in connection herewith and to perform its obligations hereunder or thereunder.  This Agreement and each other document executed in connection herewith have been duly executed and delivered by each of the Borrowers and do not contravene any law, rule or regulation applicable to any Borrower or any of the terms of any other indenture, agreement or undertaking to which

any Borrower is a party.  The obligations contained in this Agreement and each other document executed in connection herewith to which any of the Borrowers is a party, taken together with the obligations under the Loan Documents, constitute the legal, valid and binding obligations enforceable against any such Borrower in accordance with their respective terms.

(b)           After giving effect to the transactions contemplated by this Agreement, all the representations and warranties made by the Borrowers in the Loan Documents are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein or therein, except to the extent that any of such representations and warranties expressly relate by their terms to a prior date.

(c)           After giving effect to the transactions contemplated by this Agreement, no Event of Default under and as defined in any of the Loan Documents has occurred and is continuing on the date hereof.

§3.           Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

3.1.           Amendments to Appendix A.

(a)           The following definitions in Appendix A of the Loan Agreement (or, in the case of the definition of SwingLine Loan Ceiling, the existing definition that was set forth in Section 3.1.3 but not in Appendix A but which is now being added to Appendix A hereby) are hereby amended and restated in their entirety to read as follows:

Borrowing Base - as at any time of determination thereof, an amount equal to the lesser of:

(i)           $400,000,000; or

(ii)           an amount equal to:

(a) 90% of the net amount of Eligible Accounts outstanding at such date provided that dilution with respect to Eligible Accounts, as determined by Agent, shall be less than five (5%) percent and, if such dilution, as determined by the Agent, exceeds five (5%) percent, such advance rate may be decreased by Agent, in its discretion, to 85%; PLUS

(b)           (x) prior to the Post-Fourth Amendment Inventory Appraisal Date, the lesser of (1) $150,000,000 or (2) 70% of the value of Eligible Inventory at such date, calculated on the basis of the lower of cost or market, with the cost of raw materials and finished goods calculated on a first-in, first-out basis, and (y) on and after the Post-Fourth Amendment Inventory Appraisal Date, the lesser of (1) $240,000,000 or (2) the lesser of (A) 85% of the NOLV of the Eligible Inventory at such date or (B) 70% of the value of Eligible Inventory at such date, calculated on the basis of

-2-

the lower of cost or market, with the cost of raw materials and finished goods calculated on a first-in, first-out basis.

For the purposes hereof, the net amount of Eligible Accounts at any time shall be the face amount of such Eligible Accounts less any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms), credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time.

Maturity Date - November 27, 2012.

Revolving Credit Commitment - for each Lender, the obligation of such Lender to make Revolving Credit Loans and participate in the Swingline Loans and LC Amount in an aggregate principal amount at any one time outstanding up to but not exceeding the amount set forth on Schedule 1 hereto, as such amount may be reduced or increased from time to time pursuant to the terms hereof, or reduced or increased from time to time by assignments by or to such Lender pursuant to Sections 4.4.2, 12.10, and 13.3 hereof.  The aggregate amount of the Revolving Credit Commitments of the Lenders on the Fourth Amendment Effective Date is $400,000,000.  If this Agreement is terminated pursuant to Section 5.2.1 or 5.2.2, the Revolving Credit Commitments shall thereafter be zero.

Revolving Credit Commitment Termination Date - November 27, 2012.

SwingLine Loan Ceiling - at any time, an amount equal to the product of (a) the sum of the Revolving Credit Commitments at such time multiplied by (b) seven percent (7%).

(b)           The following new definitions are added in alphabetical order to Appendix A of the Loan Agreement to read as follows:

Fourth Amendment Agreement - the Fourth Amendment Agreement dated as of November 27, 2007 among the Borrowers, the Lenders, and the Administrative Agent with respect to this Loan Agreement.

Fourth Amendment Effective Date - the date on which all of the conditions precedent set forth in Section 6 of the Fourth Amendment Agreement have been satisfied (or waived by the Required Lenders).

LC Sublimit Amount - at any time, an amount equal to the product of (a) the sum of the Revolving Credit Commitments at such time multiplied by (b) eight percent (8%).

Material Acquisition  - any acquisition or investment or series of acquisitions or investments in respect of which the consideration therefor exceeds (i) $10,000,000 for any single acquisition or investment and $25,000,000 in the aggregate for all acquisitions and/or investments in any fiscal year of Borrowers paid in cash and/or incurred Indebtedness by Borrowers, (ii) in cases in which the consideration paid by Borrowers is shares of UNF common stock, $25,000,000 in value for all such acquisitions in any fiscal

-3-

year of Borrowers or (iii) in transactions involving any combination of cash, incurred Indebtedness and/or UNF common stock, subject to the foregoing limits (subject in all such cases to the limitations of Section 11.1.12 hereof).

NOLV - as of any date, the net liquidation value of the Eligible Inventory on such date, as calculated based on the liquidation values for each category of Inventory set forth in the Post-Fourth Amendment Inventory Appraisal.

Post-Fourth Amendment Inventory Appraisal  - as of any date after the Fourth Amendment Effective Date, the most recent appraisal, if any, in form and substance acceptable to the Administrative Agent, by an appraiser selected by the Administrative Agent, of the liquidation values of each category of Inventory of the Borrowers.

Post-Fourth Amendment Inventory Appraisal Date - the first date after the Fourth Amendment Effective Date that a Post-Fourth Amendment Inventory Appraisal is delivered to the Administrative Agent in form and substance acceptable to the Administrative Agent.

Revolving Credit Increase Effective Date - as defined in subsection 1.4.4 of the Agreement.

$16,000,000 Availability Proviso - as defined in subsection 7.2.5 of the Agreement.

Transfer Notice - as defined in subsection 7.2.5 of the Agreement.

3.2.           Amendment to Section 1.2

Section 1.2 of the Loan Agreement is hereby amended by deleting “TWENTY MILLION DOLLARS ($20,000,000).” in the eighth line thereof and substituting therefor “the LC Sublimit Amount.”

3.3.           Addition of Section 1.4

The following Section 1.4 is hereby added to the Loan Agreement after Section 1.3 thereof:

1.4           Increase in Revolving Credit Facility.

1.4.1 Request for Increase.  Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the other Lenders), the Borrowers may, on a one-time basis, request an increase in the aggregate amount of the Revolving Credit Commitments by an amount not exceeding $50,000,000 in the aggregate; provided that any such request for an increase shall be in a minimum amount of $10,000,000 and, if in excess of $10,000,000, shall be in an amount that is an integral multiple of $10,000,000.  At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

-4-

1.4.2                      Lender Elections to Increase.  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Credit Percentage of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.  Any decision by a Lender to increase its Revolving Credit Commitment shall be in such Lender’s sole and absolute discretion.

1.4.3                      Notification by Administrative Agent; Additional Lenders.  The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent of the identity and credit standing of each proposed additional Lender, the Borrowers may also invite additional institutional lenders to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.

1.4.4                      Effective Date and Allocations.  If the aggregate amount of the Revolving Credit Commitments is increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Revolving Credit Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date.

1.4.5                      Conditions to Effectiveness of Increase.  As a condition precedent to such increase, (a) the Borrowers shall deliver to the Administrative Agent a certificate of each Borrower dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by the chief executive officer or chief financial officer of such Borrower (i) certifying and attaching the resolutions adopted by such Borrower approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 8 hereof and in the other Loan Documents are true and correct on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.4, the representations and warranties contained in the first sentence of Section 8.10 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of subsection 9.1.3, and the representations and warranties contained in the second sentence of Section 8.1.10 shall be deemed to refer to the last day of the most recent fiscal year of the Borrowers ended prior to the date of such certificate for which financial statements have been delivered to the Lenders, and (B) no Default or Event of Default exists, (b) the Borrowers shall prepay any Revolving Credit Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to subsection 3.2.5) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Revolving Credit Commitment Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section, (c) the Borrowers shall pay such closing fees as may be acceptable to the Lenders that make Revolving Credit Commitments or increase their Revolving Credit Commitments pursuant to this

-5-

Section, and (d) to the extent requested by the Administrative Agent, the Borrowers shall deliver new or substituted, as applicable, Revolving Credit Notes in the amounts of the respective aggregate Revolving Credit Commitments of the Lenders that increase their Revolving Credit Commitments or make new Revolving Credit Commitments, (ii) a reaffirmation agreement from all Guarantors, (iii) UCC searches for the jurisdictions requested by the Administrative Agent, and (iv) such other documents, including, without limitation, any opinion letters requested, as are reasonably required by the Administrative Agent, all of the documents referred to in clauses (i) through (iv) to be in form and substance satisfactory to the Administrative Agent.

3.4.           Amendment to Section 2.6

The second to last sentence of Section 2.6 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Audit and appraisal fees shall be payable on the first day of the month following the date of issuance by Agent of a request for payment thereof to Borrowers.

3.5.           Amendment to Subsection 3.1.3

Subsection 3.1.3(ii) of the Loan Agreement is hereby amended by deleting “SEVENTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($17,500,000) (the “SwingLine Loan Ceiling”).” in the eighth and ninth lines thereof and substituting therefor “the amount of the SwingLine Loan Ceiling.”

3.6.           Amendment to Subsection 7.2.5

The fourth, fifth and sixth sentences of Subsection 7.2.5 of the Loan Agreement are hereby amended and restated in their entirety to read as follows:

Borrowers shall issue to any such banks an irrevocable letter of instruction directing such banks to deposit all payments or other remittances received in the lockbox to the Dominion Account and to comply with Agent’s notice, given at any time and from time to time in its discretion (or when directed by the Required Lenders) (a “Transfer Notice”), directing such banks to transfer all such payments and remittances to the Payment Account for application on account of the Obligations; provided, however, that Borrowers acknowledge and agree that if at any time Availability is less than $16,000,000 and within ten (10) days of such occurrence Borrowers fail to provide or are unable to provide Availability projections demonstrating, to the satisfaction of the Required Lenders, that within sixty (60) days Availability will increase to be in excess of $16,000,000 and continue thereafter to exceed such amount, Agent shall give the foregoing Transfer Notice to such banks to transfer all payments and remittances to the Payment Account (this proviso, the “$16,000,000 Availability Proviso”).  All funds deposited in any Dominion Account shall immediately become the property of Agent for the account of Lenders, and Borrowers shall obtain the agreement by such banks in favor of Agent to waive any right of recoupment or setoff (subject only to such exceptions as may be acceptable to Agent) against the funds so deposited, and to waive any security interest in the funds so deposited.  Agent agrees with Borrowers that, except pursuant to

-6-

the $16,000,000 Availability Proviso, Agent shall not give a Transfer Notice unless a Default or an Event of Default has occurred and is continuing.

3.7.           Amendment to Subsection 9.1.1

The following sentence is hereby added at the end of Subsection 9.1.1 of the Loan Agreement to read as follows:

Agent may conduct one (1) appraisal, at Borrowers’ expense, during each twelve (12) month period and as many as the Agent or the Required Lenders may deem necessary or appropriate, at Borrowers’ expense, if a Default or an Event of Default has occurred and is continuing.

3.8.           Amendment to Subsection 9.2.1

Subsection 9.2.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

9.2.1  Mergers; Consolidations; Acquisitions.  Merge or consolidate, or permit any Subsidiary of Borrowers to merge or consolidate, with any Person (except for mergers or consolidations among the Borrowers or mergers or consolidations of Subsidiaries with a Borrower or Borrowers); nor acquire or permit any of its Subsidiaries to acquire all or any substantial part of the Properties or stock or securities of any Person, provided, that Borrowers may purchase businesses in the lines of business conducted by the Borrowers which Borrowers have determined, in their reasonable business judgment, would enhance the business, operations, prospects and condition (financial or otherwise) of the Borrowers provided that each of the following conditions are satisfied (each such transaction a “Permitted Acquisition”): (a) in respect of any Material Acquisition, UNF shall have delivered to the Administrative Agent and each Lender not less than ten (10) Business Days prior to the earlier of (i) the execution of a definitive or binding agreement to enter into the proposed Permitted Acquisition and (ii) the consummation of such proposed Permitted Acquisition, a copy of the proposed acquisition agreement and a statement, certified by the principal financial or accounting officer of UNF, setting forth, in reasonable detail, computations evidencing on a pro forma basis (determined in a manner acceptable to the Administrative Agent) compliance with the financial covenants contained in Section 9.3 hereof, immediately prior to and after giving effect to such proposed Permitted Acquisition; (b) UNF shall have delivered to the Administrative Agent and each Lender not less than ten (10) Business Days prior to the earlier of (i) the execution of a definitive or binding agreement to enter into the proposed Permitted Acquisition and (ii) the consummation of such proposed Permitted Acquisition, a statement, certified by the principal financial or accounting officer of UNF, setting forth, in reasonable detail, computations (determined in a manner reasonably acceptable to the Administrative Agent) evidencing Availability immediately prior to and after giving effect to the proposed Permitted Acquisition in an amount equal to or in excess of (x) in respect of any Material Acquisition, 20% of the Borrowing Base and (y) in all other respects, 15% of the Borrowing Base, and such principal financial or accounting officer shall have delivered to the Administrative Agent and each Lender not more than two (2) Business Days prior to the consummation of the proposed Permitted Acquisition a

-7-

statement certifying that the conditions in clause (a) (in respect of Material Acquisitions only) and clause (b) of this subsection 9.2.1 continue to be satisfied, which statement shall be accompanied by execution copies of the acquisition agreement and all material documents to be executed in connection therewith; (c) no Default or Event of Default shall exist before or after giving effect to the proposed Permitted Acquisition; (d) the Borrowers shall furnish to the Agent and each Lender notice and copies of any letter of intent or other memorandum of understanding and purchase documents for any acquisition they may contemplate and in the event that Borrowers wish to have the Accounts and Inventory of the entity to be acquired or invested in be included in the Borrowing Base, Borrowers’ shall arrange for Agent and its representatives to have reasonable access to financial information and the assets and Properties to be acquired which will, upon consummation of the acquisition, become Collateral for the Obligations; (e) if any such acquisition is structured as the acquisition of stock or other securities of a Person to be acquired or Borrowers create a Subsidiary to make the acquisition, at the election of the Agent, such entity shall become a Borrower hereunder by entering into a joinder agreement in form and substance satisfactory to Agent, or Borrowers shall cause such entity to enter into a guaranty of the Obligations and, in each case, such entity shall grant to Agent a security interest such of its assets that would constitute Collateral hereunder to secure such guaranty reasonably satisfactory to the Agent; and (f) if any indebtedness is to be issued to any seller in connection with any such transaction, the holder of such indebtedness shall enter into a subordination agreement in favor of the Agent and Lenders in form and substance satisfactory to  Agent.  The Agent agrees to enter into confidentiality agreements with the Persons that Borrowers may acquire on terms mutually agreeable to Agent and such Person.

3.9.           Amendment to Subsection 9.2.7

Clauses (c) and (d) of subsection 9.2.7 of the Loan Agreement are hereby deleted and the following clause (c) is substituted therefor (and the word “and” is added after clause (b)):

(c)  other Distributions, provided that a Distribution shall only be permitted pursuant to this clause (c) if (i) UNF shall have delivered to the Administrative Agent and each Lender between two (2) and five (5) Business Days prior to the date of such Distribution a statement, certified by the principal financial or accounting officer of UNF, setting forth, the nature, amount and recipients of the proposed Distribution and setting forth, in reasonable detail, computations evidencing on a pro forma basis (determined in a manner acceptable to the Administrative Agent) (A) compliance with the financial covenants contained in Section 9.3 hereof, immediately prior to and after giving effect to such proposed Distribution, and (B) Availability immediately prior to and after giving effect to the proposed Distribution in an amount equal to or in excess of 20% of the Borrowing Base, and (ii) no Default or Event of Default shall exist before or after giving effect to the proposed Distribution.

3.10.Amendment to Subsection 12.10.2

-8-

The word “and” is deleted from the end of clause (iv) of subsection 12.10.2, the period at the end clause (v) is deleted and “; and” substituted therefor and the following clause (vi) is added after clause (v) of subsection 12.10.2:

(vi)           notwithstanding the foregoing provisions of this subsection 12.10.2, (a) the execution of the Fourth Amendment Agreement shall constitute the consent of the Borrowers and the Administrative Agent to assignments of Revolving Credit Commitments to (x) Persons that are designated as “New Lenders” in such Fourth Amendment Agreement becoming Lenders and (y) certain of the Persons that are designated as “Existing Lenders” in such Fourth Amendment Agreement, in each case to the extent that the aggregate of the amounts of Revolving Credit Commitments of each Lender listed on Schedule 1 attached to the Fourth Amendment Agreement include such assignments (and the execution of such Fourth Amendment Agreement shall also constitute such consent of UNF and the Administrative Agent, in accordance with clause (ii) of this subsection, to the amounts being assigned), (b) the master assignment agreement referred to in clause (g) of Section 6 of the Fourth Amendment Agreement shall be executed with respect to the assignments referred to in clause (a) of this clause (vi) rather than the Assignment and Assumption Agreements and Notices of Assignment referred to in clause (iii) of this subsection, and (c) the fee referred to in clause (v) of this subsection shall not be payable with respect to the assignments referred to in clause (a) of this clause (vi).

3.11.                      Amendment of Section 13.8

Section 13.8 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

13.8  Notice.  Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given or delivered immediately when delivered against receipt, one (1) Business Day after being sent by overnight courier, three (3) Business Days after deposit in the mail, postage prepaid, or, in the case of facsimile notice, when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) or, in the case of electronic notice delivery as provided below in this Section 13.8 below, addressed as follows:

If to Agent:	Bank of America, N.A.
	200 Glastonbury Boulevard
	Glastonbury, CT  06033
	Attention: Edgar Ezerins
	Electronic Mail Address:
	edgar.ezerins@bankofamerica.com
	Facsimile No.: (860) 368-6029

-9-

With a copy to:	Bingham McCutchen LLP
	One State Street
	Hartford, CT  06103
	Attention: Daniel I. Papermaster, Esq.
	Electronic Mail Address: daniel.papermaster@bingham.com
	Facsimile No.: (860) 240-2521
If to Borrowers:	United Natural Foods, Inc.
	260 Lake Road
	Dayville, CT 06241
	Attention: Mark Shamber, Vice President, Chief Financial Officer and Treasurer
	Electronic Mail Address: mshamber@unfi.com
	Facsimile No.: (860) 779-5678
With a copy to:	Cameron & Mittleman
	56 Exchange Terrace
	Providence, RI  02903
	Attention: Joseph A. Anesta, Esq.
	Electronic Mail Address: janesta@cm-law.com
	Facsimile No.: (401) 331-5787
If to any Lender:	To the address set forth on Schedule 1 hereto, or on the Notice of Assignment executed by such Lender, whichever is applicable,

or to such other address as each party may designate for itself by notice given in accordance with this Section 13.8; provided, however, that any notice, request or demand to or upon Agent pursuant to subsection 3.1.1, 3.2.5 or 5.2.2 hereof shall not be effective until received by Agent.

Notices and other communications to the Lenders and any issuer of Letters of Credit hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to any Lender or the issuer of Letters of Credit pursuant to Section 1 and Section 3 if such Lender or such issuer, as applicable, has notified the Agent that it is incapable of receiving notices under such Section by electronic communication.  The Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient,

-10-

and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

3.12.                      Addition of Schedule 1.

Schedule 1 attached to this Agreement is hereby added to the Loan Agreement as Schedule 1 thereto.

3.13.                      Amended Exhibits.

Exhibits A, B, C, D, E, F, G, H, I, J, K, N, O, Q, S and V to the Loan Agreement are hereby amended and restated as set forth on Exhibits A, B, C, D, E, F, G, H, I, J, K, N, O, Q, S and V, respectively, attached to this Agreement.

3.14.                      Agent Titles.

All references in the Loan Agreement and the other Loan Documents to Citizens Bank of Massachusetts as Syndication Agent and to U.S. Bank National Association as Documentation Agent are hereby deleted and replaced with the following:  (a) RBS Citizens, National Association (as successor by merger with Citizens Bank of Massachusetts) as Co-Syndication Agent, (b) U.S. Bank National Association as Co-Syndication Agent, (c) BMO Capital Markets Financing, Inc. as Co-Documentation Agent and (d) Royal Bank of Canada as Co-Documentation Agent.  All references to the Syndication Agent and/or the Documentation Agent in the Loan Agreement and the other Loan Documents shall hereafter be deemed to be references to the Co-Syndication Agents and the Co-Documentation Agents, or either of them, as applicable.  The last sentence of Section 12.1.4 is hereby amended and restated in its entirety to read as follows:

The designation of a Lender as a “Co-Documentation Agent” or a “Co-Syndication Agent” shall have no substantive effect, and such Lenders shall have no additional powers, duties or responsibilities as a result thereof.

§4.           Ratification, etc.  All of the obligations and liabilities to the Lenders and the Administrative Agent as evidenced by or otherwise arising under the Loan Agreement, the Notes and the other Loan Documents, are, by the Borrowers’ execution of this Agreement, ratified and confirmed in all respects.  In addition, by each Borrower’s execution of this Agreement, such Borrower represents and warrants that neither it nor any of its Subsidiaries has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.  This Agreement and the Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Loan Agreement or any related agreement or instrument to the Loan Agreement shall hereafter refer to the Loan Agreement as amended by this Agreement.

§5.           Waivers.  Subject to the satisfaction of the conditions set forth herein, the Lenders waive those Events of Default that have occurred under the Loan Agreement as a result of the Borrowers’ failure on or before the date hereof to comply with those sections of the Loan

-11-

Agreement set forth on Schedule 2 attached hereto.  The waivers set forth in this Section 5 shall be effective only for those Events of Default contained in the Loan Agreement as specified in Schedule 2 which occurred on or before the date hereof and such waiver shall not entitle the Borrowers to any future waiver in similar or other circumstances.  Without limiting the foregoing, upon the occurrence and during the continuation of an Event of Default not set forth in Schedule 2, subject to the provisions of the Loan Agreement, the Lenders shall be free in their sole and absolute discretion to accelerate the payment in full of the Obligations, and may, if the Lenders so elect, proceed to enforce any or all of their rights under or in respect of the Loan Agreement and the other Loan Documents and applicable law. Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or affect in any way the Borrowers’ obligations or the Lenders’ rights and remedies arising under the Loan Agreement or the other Loan Documents, and no Lender shall be deemed to have waived any or all of its remedies with respect to any Event of Default (other than the Events of Default described on Schedule 2 attached hereto, and then only to the extent set forth therein) or event or condition which, with notice or the lapse of time, or both would become an Event of Default and which upon the Borrowers’ execution and delivery of this Agreement might otherwise exist or which might hereafter occur.

§6.           Conditions to Effectiveness.  The effectiveness of the amendments set forth in Section 3 of this Agreement and the waivers set forth in Section 5 of this Agreement are subject to the prior satisfaction, on or before November 27, 2007, of the following conditions precedent (the date of such satisfaction herein referred to as the “Fourth Amendment Effective Date”):

(a)           Representations and Warranties.  The representations and warranties of the Borrowers contained herein shall be true and correct.

(b)           No Event of Default.  There shall exist no Event of Default or event or circumstance which, with the giving of notice and/or the lapse of time would result in an Event of Default.

(c)           Corporate or Limited Liability Company Action.  The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all requisite corporate or limited liability company, as applicable, action necessary for the valid execution, delivery and performance by the Borrowers of this Agreement and all other instruments and documents delivered by the Borrowers in connection herewith has been taken.

(d)           Delivery of this Agreement.  The Borrowers, the Administrative Agent and the Lenders shall have executed and delivered this Agreement and each Guarantor shall have acknowledged its acceptance of or agreement to this Agreement and its ratification of the continuing effectiveness of its Guaranty.

(e)           Amendment of Intercreditor Agreement.  The Intercreditor Agreement dated as of April 30, 2004 between Bank of America, N.A., as Administrative Agent for the Lenders under the Loan Agreement, and the holders of the Term Loan made pursuant to the Term Loan Agreement shall have been amended in such manner as may be deemed by the Administrative Agent to be necessary or appropriate in connection with the amendments set forth herein, provided that such amendment shall not amend the Intercreditor Agreement in a manner adverse to the interests of the Lenders without the consent of the Required Lenders.

-12-

(f)           Guarantor Reaffirmation.  Each of the Guarantors shall have reaffirmed their respective obligations under their respective Guaranty Agreements pursuant to reaffirmation agreements each in form and substance satisfactory to the Agent.

(g)           Assignments of Loans.  The Lenders shall have entered into a master assignment agreement, in form and substance acceptable to each of the Lenders, pursuant to which those Existing Lenders whose Revolving Credit Commitment Percentage are being reduced by the increases in the Revolving Credit Commitment Percentages of the other Existing Lenders and by the making of Revolving Credit Commitments by the New Lenders will assign to the other Existing Lenders and the New Lenders such amount of their Revolving Credit Loans as will result in each Lender holding an amount of Revolving Credit Loans that represents such Lender’s Revolving Credit Commitment Percentage of all outstanding Revolving Credit Loans, and each New Lender shall have executed and delivered to the Administrative Agent such documents as are customarily required by the Administrative Agent to be executed or delivered by Persons who become Lenders under the Loan Agreement.

(h)           Payment of Expenses.  The Borrowers shall have paid to the Administrative Agent all amounts payable to the Administrative Agent under Section 7 hereof.

(i)           Organic Brands Subordination Agreement.  UNF, the Agent and Organic Brands, LLC shall have entered into a Subordination Agreement with respect to that certain Promissory Note dated March 30, 2007 executed by UNF in favor of Organic Brands, LLC, such Subordination Agreement to be in form and substance satisfactory to the Agent.

(j)           Amendment of Term Loan Agreement.  The Term Loan Agreement shall have been amended by an amendment in form and substance satisfactory to the Lenders.

(k)           Payment of Arranger Fee.  The Borrowers shall have paid to Bank of America, N.A., in its capacity as Arranger, an arrangement fee in the amount provided for in the fee letter dated November 27, 2007 between Bank of America, N.A. and the Borrowers.

§7.           Expenses, Etc.  Without limitation of the amounts payable by the Borrowers under the Loan Agreement and other Loan Documents, the Borrowers shall pay to the Administrative Agent and its counsel upon demand an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees and disbursements and appraisal expenses) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Agreement and the matters related thereto.

§8.           Time is of the Essence; No Waivers by Lenders.  TIME IS OF THE ESSENCE WITH RESPECT TO ALL COVENANTS, CONDITIONS, AGREEMENTS OR OTHER PROVISIONS HEREIN.  Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or affect in any way the Borrowers’ obligations or the Lenders’ and Administrative Agent’s rights and remedies arising under the Loan Agreement or the other Loan Documents.

-13-

§9.           Fourth Amendment Closing Fees.  In consideration of the agreement by the Lenders to the provisions of this Agreement, the Borrowers shall pay to the Administrative Agent on the Fourth Amendment Effective Date, in addition to the other fees payable under this Agreement, the fee letter referred to in Section 6(k) hereof, and the Loan Agreement, the following amounts (clauses (a) and (b) below collectively, the “Fourth Amendment Closing Fees”):

(a)           The Borrowers shall pay to the Administrative Agent for the account of each Existing Lender (i) a fee in the amount of the product of (A) the Revolving Credit Commitment as in effect prior to the increase on the Fourth Amendment Effective Date multiplied by (B) 0.125%, and (ii) a fee in the amount of the product of (A) the amount by which the Revolving Credit Commitment of such Existing Lender increased on the Fourth Amendment Effective Date multiplied by (B) 0.25%.

(b)           The Borrowers shall pay to the Administrative Agent for the account of each New Lender a fee in the amount of the product of (i) the Revolving Credit Commitment of such New Lender on the Fourth Amendment Effective Date multiplied by (ii) 0.25%.

§10.           Governing Law.  This Agreement shall for all purposes be construed according to and governed by the laws of the State of Connecticut (excluding the laws thereof applicable to conflicts of law and choice of law).

§11.           Effective Date. The amendments set forth in Section 3 hereof shall become effective among the parties hereto as of the Fourth Amendment Effective Date.  Until the Fourth Amendment Effective Date, the terms of the Loan Agreement prior to its amendment hereby shall remain in full force and effect.  This Agreement is effective as to all provisions other than the amendments set forth in Section 3 hereof at the time that the Borrowers, the Administrative Agent and the Lenders have executed and delivered this Agreement.

§12.           Entire Agreement; Counterparts.  This Agreement sets forth the entire understanding and agreement of the parties with respect to the matters set forth herein, including the amendments set forth herein, and this Agreement supersedes any prior or contemporaneous understanding or agreement of the parties as to any such amendment of the provisions of the Loan Agreement or any Loan Document, except for any such contemporaneous agreement that has been set forth in writing and executed by the Borrowers, the Administrative Agent and the Required Lenders.  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

-14-

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.

BORROWERS:

UNITED NATURAL FOODS, INC.

By:           /s/ Mark E. Shamber                                                      

Name:      Mark Shamber

Title:        Vice President, CFO and Treasurer

UNITED NATURAL FOODS WEST, INC.

By:           /s/ Mark E. Shamber                                                      

Name:      Mark Shamber

Title:        Vice President, Secretary and Treasurer

UNITED NATURAL TRADING CO.

By:           /s/ Mark E. Shamber                                                      

Name:      Mark Shamber

Title:        Vice President, Secretary and Treasurer

DISTRIBUTION HOLDINGS, INC.

By:           /s/ Mark E. Shamber      

Name:      Mark Shamber

Title:        Vice President, Secretary and Treasurer

SPRINGFIELD DEVELOPMENT, LLC

By:           /s/ Mark E. Shamber                                                      

Name:      Mark Shamber

Title:        Vice President, Secretary and Treasurer

MILLBROOK DISTRIBUTION
SERVICES INC.

By:           /s/ Mark E. Shamber                                                      

Name:      Mark Shamber

Title:        Vice President, Secretary and Treasurer

[Signature Page to Fourth Amendment Agreement - United Natural Foods, Inc., et al]

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,

By:        /s/ Edgar Ezerins                                                      

Name:   Edgar Ezerins

Title:     Senior Vice President

LENDERS:

BANK OF AMERICA, N.A.,

By:        /s/ Edgar Ezerins                                                      

Name:   Edgar Ezerins

Title:     Senior Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

RBS CITIZENS, NATIONAL ASSOCIATION,
(as successor by merger with Citizens Bank of
Massachusetts) individually and as Co-Syndication
Agent

By:        /s/ Peter Coates                                           

Name:   Peter Coates

Title:     Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

U.S. BANK NATIONAL ASSOCIATION,
individually and as Co-Syndication Agent

By:        /s/ Mark A. Reinert                                                      

Name:   Mark Reinert

Title:     Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

PNC BANK, NATIONAL ASSOCIATION

By:       /s/ Brian Conway                                                      

Name:  Brian Conway

Title:    Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

FIRST PIONEER FARM CREDIT, ACA

By:        /s/ Thomas W. Cosgrove                                                                

Name:   Thomas W. Cosgrove

Title:     Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

WEBSTER BANK, NATIONAL ASSOCIATION

(f/k/a Webster Bank)

By:        /s/ John H. Frost                                                      

Name:   John H. Frost

Title:     Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

ISRAEL DISCOUNT BANK OF NEW YORK

By:        /s/ George Ahlmeyer                                                      

Name:   George Ahlmeyer

Title:     Senior Vice President

By:        /s/ Marc Merritt                                                      

Name:   Mark Merritt

Title:     First Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

ROYAL BANK OF CANADA, individually and as
Co-Documentation Agent

By:         /s/ Gordon MacArthur                                                                

Name:   Gordon MacArthur

Title:     Authorized Signatory

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

BMO CAPITAL MARKETS FINANCING, INC.,
individually and as Co-Documentation Agent

By:        /s/ Graeme Robertson                                                                

Name:   Graeme Robertson

Title:     Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,

“RABOBANK NEDERLAND”, NEW YORK BRANCH

By:        /s/ Claire Laury                                                      

Name:   Claire Laury

Title:     Vice President

By:        /s/ Rebecca O. Morrow                                                                

Name:   Rebecca O. Morrow

Title:     Executive Director

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

JPMORGAN CHASE BANK, N.A.

By:        /s/ Joseph A Lisack                                                      

Name:   Joseph A Lisack

Title:     Vice President

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

By:        /s/ Doreen Barr                                           

Name:   Doreen Barr

Title:     Vice President

By:        /s/ Christopher Reo Day                                                                

Name:   Christopher Reo Day

Title:     Associate

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

Each of the undersigned Guarantors

acknowledges and agrees to the foregoing,

and ratifies and confirms in all respects

such Guarantor’s obligations under the

Guaranty Agreements:

NATURAL RETAIL GROUP, INC.

By:        /s/ Mark E. Shamber    

Name:   Mark Shamber

Title:     Vice President, Secretary and Treasurer

ALBERT’S ORGANICS, INC.

By:        /s/ Mark E. Shamber                                                      

Name:   Mark Shamber

Title:     Vice President, Secretary and Treasurer

[Signature Page to Fourth Amendment Agreement - United Natural Foods Inc., et al]

Schedule 1

Revolving Credit Commitments

Lender Names and Addresses for Notices	Revolving Credit Commitment	Revolving Credit Commitment Percentage
Bank of America, N.A. 200 Glastonbury Boulevard Glastonbury, CT  06033 Attn:  Edgar Ezerins Phone:      860-368-6024 Fax:           860-368-6029 Email:       edgar.ezerins@bankofamerica.com	$83,000,000	20.75%
RBS Citizens, National Association (as successor by merger with Bank of Massachusetts) 53 State Street, 14th Floor Boston, MA  02109 Attn:         Peter Coates Phone:      617-994-7250 Email:       peter.coates@rbsbusinesscapital.com	$43,000,000	10.75%
U.S. Bank National Association 950 17th Street, Suite 300 Denver, CO  80202 Attn:         Mark Reinert Phone:      303-585-8904 Email:        mark.reinert@usbank.com	$46,000,000	11.5%
Webster Bank, National Association (f/k/a Webster Bank) 80 Elm Street New Haven, CT  06510 Attn:         Jack Frost Phone:      203-782-4544 Fax:           203-782-4577 Email:       jfrost@websterbank.com	$18,000,000	4.5%

Lender Names and Addresses for Notices Revolving Credit
Commitment Revolving Credit
Commitment Percentage

PNC Bank, National Association 70 East 55th Street, 14th Floor New York, NY  10022 Attn:         Brian Conway Phone:      212-303-0044 Email:       brian.conway@pncbusinesscredit.com	$32,000,000	8.0%
First Pioneer Farm Credit, ACA 174 South Road Enfield, CT  06082 Attn:         Tom Cosgrove Phone:      860-741-4380 Fax:           860-741-4389 Email:       tom.cosgrove@firstpioneer.com	$43,000,000	10.75%
Israel Discount Bank of New York 511 Fifth Avenue, 6th Floor New York, NY  10017 Attn:         George Ahlmeyer Phone:      212-551-8227 Fax:           212-551-8720 Email:       gahlmeyer@IDBNY.com	$20,000,000	5.0%
Royal Bank of Canada New York Branch One Liberty Plaza, 3rd Floor New York, NY  10006-1404 Attn:Manager, Loans Administration Fax:           212-428-2372 With a copy to: Attn:         Gordon C. MacArthur Phone:      212-428-2324 Fax:           212-428-6459 Email:       gordon.macarthur@rbccm.com	$35,000,000	8.75%
BMO Capital Markets Financing, Inc. 111 West Monroe Street, 20th Floor West Chicago, IL  60603 Attn:         Graeme Robertson Phone:      312-461-2669 Fax:           312-765-1030 Email:       graeme.robertson@bmo.com	$35,000,000	8.75%

Lender Names and Addresses for Notices Revolving Credit
Commitment Revolving Credit
Commitment Percentage

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch 245 Park Ave. New York, NY 10167 Attn: Corporate Services Dept. Phone:      201-499-5200 Fax:           201-499-5326 Email:       [not accepting e-mail notice]	$10,000,000	2.5%
JPMorgan Chase Bank, N.A. 530 5th Avenue, 8th Floor New York, NY  10036 Attn:         Donna DiForio Phone:      212-837-3212 Fax:           212-837-3301 Email:       donna.diforio@chase.com	$25,000,000	6.25%
Credit Suisse, Cayman Islands Branch Eleven Madison Avenue New York, NY  10010 Attn:         Doreen Barr Phone:      212-325-9914 Fax:           212-743-2737 Email:       doreen.barr@credit-suisse.com	$10,000,000	2.5%
Total	$400,000,000	100.00%

Schedule 2

Events of Default

1.  The Event of Default that occurred under Section 11.1.4 of the Loan Agreement as a result of the Borrowers’ failure to comply with Section 9.2.1(e) and Section 9.2.6 of the Loan Agreement in respect of the Indebtedness incurred by UNF owing to Organic Brands, LLC evidenced by that certain Promissory Note dated March 30, 2007 executed by UNF in favor of Organic Brands, LLC.

2.  The Event of Default that occurred under Section 11.1.4 of the Loan Agreement as a result of the Borrowers’ failure to comply with Section 9.2.3 and Section 9.2.5 of the Loan Agreement in respect of the Indebtedness incurred by Millbrook Distribution Services Inc. owing to General Electric Company and the Lien in respect thereof.

3.  The Event of Default that occurred under Section 11.1.4 of the Loan Agreement as a result of the Borrowers’ failure to comply with Section 9.2.5 of the Loan Agreement in respect of the Lien incurred by Albert’s Organics, Inc. in favor of City National Bank.

4.  The Events of Default that occurred under Section 11.1.18 of the Loan Agreement as a result of the events of default that occurred under the Term Loan Agreement as a result of the events described in 2 and 3 above.

Exhibit A

Amended and Restated Exhibit A

EXHIBIT A

FORM OF

AMENDED AND RESTATED REVOLVING CREDIT NOTE

 $[AMOUNT]     November 27, 2007
Hartford, Connecticut

FOR VALUE RECEIVED, the undersigned, UNITED NATURAL FOODS, INC., a Delaware corporation with its chief executive office and principal place of business located at 260 Lake Road, Dayville, Connecticut 06241 (“UNF”), UNITED NATURAL FOODS WEST, INC. (f/k/a Mountain People's Warehouse Incorporated), a California corporation with its chief executive office and principal place of business located at 1101 Sunset Boulevard, Rocklin, California 95765 (“UNFW”), UNITED NATURAL TRADING CO., a Delaware corporation with its chief executive office and principal place of business located at 96 Executive Drive, Edison, New Jersey 08817 (“UNT”), DISTRIBUTION HOLDINGS, INC., a Delaware corporation with its chief executive office and principal place of business located at 260 Lake Road, Dayville, Connecticut 06241 (“Holdings”), SPRINGFIELD DEVELOPMENT, LLC (f/k/a United Northeast LLC), a Delaware limited liability company with its chief executive office and principal place of business located at 260 Lake Road, Dayville, Connecticut 06241 (“SDLLC”), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware corporation with its chief executive office and principal place of business located at 88 Huntoon Memorial Hwy, Leicester, Massachusetts 01524 (“Millbrook” together with UNF, UNFW, UNT, Holdings and SDLLC, collectively, the “Borrowers”) jointly and severally promise to pay to the order of [_______________] (“Lender”), at the office of Agent, defined below, located at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033, in lawful money of the United States of America and in immediately available finds, the principal amount of [______________] Dollars ($[_______]) or such lesser sum as may constitute Lender's Pro Rata share of the outstanding amount of all Revolving Credit Loans made pursuant to the Loan Agreement referred to below, in accordance with the terms thereof.

This Amended and Restated Revolving Credit Note (the “Note”) is a Revolving Credit Note referred to in, and is issued pursuant to, that certain Amended and Restated Loan and Security Agreement among Borrowers, Bank of America, N.A. (as successor to Fleet Capital Corporation) as administrative agent (“Agent”) for itself and the lenders from time to time a party thereto (“Lenders”), and certain other parties, dated April 30, 2004, as amended from time to time (hereinafter, as amended from time to time, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.

This Note amends and restates that certain Revolving Credit Note dated April 30, 2004 in the original principal amount of $[__________] executed and delivered by the Borrowers to the

Lender (the “Original Note”). This Note is executed and delivered in substitution for, but not in satisfaction of, the Original Note.

The rate of interest in effect hereunder shall be calculated with reference to the Base Rate or LIBOR, as applicable, as more specifically provided in the Loan Agreement. The interest due shall be computed and shall be payable in the manner provided in the Loan Agreement.

Except as otherwise expressly provided in the Loan Agreement, if any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Notwithstanding the foregoing, if any portion of the Revolving Credit Loans evidenced by this promissory note constitutes a LIBOR Advance, and an extension of the maturity of any payment hereon would cause the maturity thereof to occur during the next calendar month, then such payment shall mature on the next preceding Business Day.

This Note shall be subject to mandatory prepayment in accordance with the provisions of Section 3.3 of the Loan Agreement. Borrowers may also terminate the Loan Agreement and, in connection with such termination, prepay this Note in the manner provided in Section 5.2.2 of the Loan Agreement.

Upon the occurrence and continuation of any one or more of the Events of Default specified in the Loan Agreement which have not been cured by Borrowers or waived by Agent, Agent may declare all Obligations evidenced hereby to be immediately due and payable (except with respect to any Event of Default set forth in Subsection 11.1.10 of the Loan Agreement, in which case all Obligations evidenced hereby shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of Agent or Lender.

Time is of the essence of this Note. Borrowers hereby waive presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Agent or Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Agent or Lender of any right or remedy preclude any other right or remedy. Subject to the terms of the Loan Agreement, Agent, at its option, may enforce its rights against any collateral securing this Note without enforcing its rights against Borrowers, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrowers. Borrowers agree that, without releasing or impairing Borrowers' liability hereunder, Agent may at any time release, surrender, substitute or exchange any collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note.

The validity, interpretation and enforcement of this promissory note shall be governed by the internal laws of the State of Connecticut without giving effect to the conflict of laws principles thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

UNITED NATURAL FOODS, INC.

By:______________________

Name:

Title:

UNITED NATURAL FOODS WEST,

INC.

By:______________________

Name:

Title:

UNITED NATURAL TRADING CO.

By:______________________

Name:

Title:

DISTRIBUTION HOLDINGS, INC.

By:______________________

Name:

Title:

SPRINGFIELD DEVELOPMENT, LLC

By:______________________

Name:

Title:

MILLBROOK DISTRIBUTION

SERVICES INC.

By:______________________

Name:

Title:

Exhibit B

Amended and Restated Exhibit B

EXHIBIT B

FORM OF

AMENDED AND RESTATED SWINGLINE NOTE

 $[AMOUNT]     November __, 2007
Hartford, Connecticut

FOR VALUE RECEIVED, the undersigned, UNITED NATURAL FOODS, INC., a Delaware corporation with its chief executive office and principal place of business located at 260 Lake Road, Dayville, Connecticut 06241 (“UNF”), UNITED NATURAL FOODS WEST, INC. (f/k/a Mountain People's Warehouse Incorporated), a California corporation with its chief executive office and principal place of business located at 1101 Sunset Boulevard, Rochlin, California 95765 (“UNFW”), UNITED NATURAL TRADING CO., a Delaware corporation with its chief executive office and principal place of business located at 96 Executive Drive, Edison, New Jersey 08817 (“UNT”), DISTRIBUTION HOLDINGS, INC., a Delaware corporation with its chief executive office and principal place of business located at 260 Lake Road, Dayville, Connecticut 06241 (“Holdings”), SPRINGFIELD DEVELOPMENT, LLC (f/k/a United Northeast LLC), a Delaware limited liability company with its chief executive office and principal place of business located at 260 Lake Road, Dayville, Connecticut 06241 (“SDLLC”), and MILLBROOK DISTRIBUTION SERVICES INC., a Delaware corporation with its chief executive office and principal place of business located at 88 Huntoon Memorial Hwy, Leicester, Massachusetts 01524 (“Millbrook” together with UNF, UNFW, UNT, Holdings and SDLLC, collectively, the “Borrowers”) jointly and severally promise to pay to the order of [__________] (“Lender”), at the office of Agent, defined below, located at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033, in lawful money of the United States of America and in immediately available funds, the principal amount of [__________] Dollars ($[_______]) or such lesser sum as may constitute the outstanding amount of all SwingLine Loans made pursuant to the Loan Agreement referred to below, in accordance with the terms thereof.

This SwingLine Note (the “Note”) is the SwingLine Note referred to in, and is issued pursuant to, that certain Amended and Restated Loan and Security Agreement among Borrowers, Bank of America, N.A. (as successor to Fleet Capital Corporation) as administrative agent (“Agent”) for itself and the lenders from time to time a party thereto (“Lenders”), and certain other parties, dated April 30, 2004, as amended from time to time (hereinafter, as amended from time to time, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement.

This Note amends and restates that certain Swingline Note dated April 30, 2004 in the original principal amount of $17,500,000 executed and delivered by the Borrowers to the Lender (the “Original Note”). This Note is executed and delivered in substitution for, but not in satisfaction of, the Original Note.

The rate of interest in effect hereunder shall be calculated with reference to the Base Rate, as more specifically provided in the Loan Agreement. The interest due shall be computed and shall be payable in the manner provided in the Loan Agreement.

Except as otherwise expressly provided in the Loan Agreement, if any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

This Note shall be subject to mandatory prepayment in accordance with the provisions of Section 3.3 of the Loan Agreement. Borrowers may also terminate the Loan Agreement and, in connection with such termination, prepay this Note in the manner provided in Section 5.2.2 of the Loan Agreement.

Upon the occurrence and continuation of any one or more of the Events of Default specified in the Loan Agreement which have not been cured by Borrowers or waived by Agent, Agent may declare all Obligations evidenced hereby to be immediately due and payable (except with respect to any Event of Default set forth in subsection 11.1.10 of the Loan Agreement, in which case all Obligations evidenced hereby shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment, demand, protest or any other action or obligation of Agent or Lender.

Time is of the essence of this Note. Borrowers hereby waive presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Agent or Lender in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Agent or Lender of any right or remedy preclude any other right or remedy. Subject to the terms of the Loan Agreement, Agent, at its option, may enforce its rights against any collateral securing this Note without enforcing its rights against Borrowers, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrowers. Borrowers agree that, without releasing or impairing Borrowers' liability hereunder, Agent may at any time release, surrender, substitute or exchange any collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note.

The validity, interpretation and enforcement of this promissory note shall be governed by the internal laws of the State of Connecticut without giving effect to the conflict of laws principles thereof.

UNITED NATURAL FOODS, INC.

By:______________________

Name:

Title:

UNITED NATURAL FOODS WEST,

INC.

By:______________________

Name:

Title:

UNITED NATURAL TRADING CO.

By:______________________

Name:

Title:

DISTRIBUTION HOLDINGS, INC.

By:______________________

Name:

Title:

SPRINGFIELD DEVELOPMENT, LLC

By:______________________

Name:

Title:

MILLBROOK DISTRIBUTION

SERVICES INC.

By:______________________

Name:

Title:

Exhibit C

Amended and Restated Exhibit C

EXHIBIT C

Chief Executive Offices and Registered Agents

Chief Executive Offices:
Borrowers:
United Natural Foods, Inc.	260 Lake Road
	Dayville, CT 06241
United Natural Foods West, Inc.	1101 Sunset Boulevard
	Rocklin, CA 95765
United Natural Trading Co.	96 Executive Drive
	Edison, NJ 08817
Distribution Holdings, Inc.	260 Lake Road
	Dayville, CT 06241
Springfield Development, LLC	260 Lake Road
	Dayville, CT 06241
Millbrook Distribution Services Inc.	88 Huntoon memorial Hwy
	Leicester, MA 01524
Guarantors:
Natural Retail Group, Inc.	Seabreeze Shopping Plaza
	30555 US Hwy 19N
	Palm Harbor, FL
Albert's Organics, Inc.	3268 E. Vernon Ave
	Vernon, CA 90058
Registered Agents:
Borrowers:
United Natural Foods, Inc.:	The Corporation Trust Company
	Corporation Trust Center
	Wilmington, DE 19801
	302-658-7581

CT Corporation System

1200 South Pine Island Road

Plantation, FL 33324

CT Corporation System

One Corporate Center

11th Floor

Hartford, CT 06103

CT Corporation System

400 Cornerstone Drive

Suite 240

Williston, VT 05495

CT Corporation System

1201 Peachtree Street

Atlanta, GA 30361

The Corporation Company

1675 Broadway

Suite 1200

Denver, CO 80202

CT Corporation System

Philadelphia, PA 19136

CT Corporation System

100 S 5th Street

#1075

Minneapolis, MN 55402

CT Corporation System

2222 Grand Avenue

Des Moines, IA 50312

CT Corporation System

314 Thayer Avenue

Bismarck, ND 58501

CT Corporation System

818 West Seventh Street

Los Angeles, CA 90017

CT Corporation System (being appointed)

707 Virginia Street East

Charleston, WV 25301

	CT Corporation System
	75 Beattie Place
	Greenville, SC 29601
	CT Corporation System
	Kentucky Home Life Building
	Louisville, KY 40202
	CT Corporation System
	155 Federal Street
	Suite 700
	Boston, MA 02110
	CT Corporation System
	9 Capitol Street
	Concord, NH 03301
	The Corporation Trust Company
	820 Bear Tavern Road
	West Trenton, NJ 08628
	CT Corporation System
	111 Eight Avenue
	New York. NY 1001 1
	CT Corporation System
	251 E. Ohio Street
	Suite 1100
	Indianapolis, IN 46204
United Natural Foods West, Inc.:	CT Corporation System
	818 West Seventh Street
	Los Angeles, CA 90017
	The Corporation Company
	1675 Broadway
	Suite 1200
	Denver, CO 80202
	CT Corporation System
	123 East Marcy
	Santa Fe, New Mexico 87501

	CT Corporation System
	2394 E Camelback Road
	Phoenix, AZ 85016
	CT Corporation System
	388 State Street
	Suite 420
	Salem, OR 97301
	CT Corporation System
	1801 West Bay Drive NW
	Suite 206
	Olympia, WA 98502
	CT Corporation System
	1111 West Jefferson
	Suite 530
	Boise, ID 83702
	Franz Weber
	PO BOX 247
	KEALAKEKUA HI 96750
	CT Corporation System
	9360 Glacier Hwy
	Suite 202
	Juneau AK 99801
United Natural Trading Co.:	The Corporation Trust Company
	Corporation Trust Center
	Wilmington, DE 19801
	302-658-7581
	CT Corporation System
	818 West Seventh Street
	Los Angeles, CA 90017
	The Corporation Trust Company
	820 Bear Tavern Road
	West Trenton, N.J. 08628
Distribution Holdings, Inc.	Corporation Service Company

	2711 Centerville Road
	Suite 400
	Wilmington, DE 19808
	302-636-5401
Springfield Development, LLC	The Corporation Trust Company
	Corporation Trust Center
	1209 Orange Street
	Wilmington, DE 19801
	302-658-7581
Millbrook Distribution Services Inc.	Corporation Service Company
	2711 Centerville Road
	Suite 400
	Wilmington, DE 19808
	302-636-5401
	Corporation Service Company
	84 State Street
	Boston, MA 02109
	Corporation Service Company
	1201 Hays Street
	Tallahassee, FL 32301
	Corporation Service Company
	50 Weston Street
	Hartford, CT 06120
	Corporation Service Company
	222 Jefferson Boulevard
	Suite 200
	Warwick, RI 02888
	Corporation Service Company
	2338 W Royal Palm Road
	Suite J
	Phoenix, AZ 85021
	Corporation Service Company
	300 Spring Building
	Suite 900
	300 S Spring Street
	Little Rock, AR 72201

	Corporation Service Company
	45 Memorial Circle
	Augusta, ME 04330
	Lawyers Incorporating Service
	d/b/a Lawyers Inc Service
	14 Centre Street
	Concord, NH 03301
	Corporation Service Company
	159 State Street
	Montpelier, VT 05602
	Corporation Service Company
	1560 Broadway
	Suite 2090
	Denver, CO 80202
	CORPORATION SERVICE COMPANY
	d/b/a CSC - LAWYERS INCORPORATING
	SERVICE
	P.O. Box 526036
	Sacramento, CA 95852
Guarantors:
Natural Retail Group, Inc.:	The Corporation Trust Company
	Corporation Trust Center
	Wilmington, DE 19801
	302-658-7581
	CT Corporation System (being appointed)
	1200 South Pine Island Road
	Plantation, FL 33324
	CT Corporation System
	155 Federal Street
	Suite 700
	Boston, MA 02110
	The Corporation Trust Incorporated
	300 E. Lombard Street
	Baltimore, MD 21202

Albert's Organics, Inc.:	Kathryn Courtney
	3268 Vernon Avenue
	Vernon, CA 90058
	CT Corporation System
	1200 South Pine Island Road
	Plantation, FL 33324
	The Corporation Company
	1675 Broadway
	Suite 1200
	Denver, CO 80202
	CT Corporation System
	Philadelphia, PA 19136
	CT Corporation System
	405 2nd Avenue S
	Minneapolis, MN 55401
	CT Corporation System
	225 Hillsborough Street
	Raleigh, NC 27603
	The Corporation Trust Company
	Corporation Trust Center
	1209 Orange Street
	Wilmington, DE 19801
	The Corporation Trust Company
	820 Bear Tavern Road
	West Trenton, N.J. 08628

EXHIBIT C

BORROWERS AND GUARANTORS

BUSINESS LOCATIONS

Owned/

Leased	Entity	Use	Address	City	State	Zip	Sq. Ft.	Inventory in Excess of $100,000
OWNED
O	Albert's Organics	Warehouse	3320 E. Vernon Avenue	Vernon	CA	90058	32,770	Yes
O	Albert's Organics	Office/Warehouse	200 Eagle Court	Bridgeport	NJ	8014	37,000	Yes
O	Millbrook	Office/Warehouse	401 Highway 43 East	Harrison	AR	72601	1,200,000	Yes
O	UNFI	Office/Warehouse	260 Lake Road	Dayville	CT	06241	352,900	Yes
O	UNFI	Office/Warehouse	300 Lake Road	Dayville	CT	06241	90,200	No
O	UNFI	Office/Warehouse	71 Stow Drive	Chesterfield	NH	03443	319,000	Yes
O	UNFI	Warehouse	100 Lincoln Street	New Oxford	PA	17350	271,200	Yes
O	UNFI	Warehouse	12745 Earhart Avenue	Auburn	CA	95602	150,000	Yes
O	UNFI	Office/Warehouse	1101 Sunset Blvd	Rocklin	CA	95765	487,000	Yes
O	UNFI	Warehouse	100 Lake View Court	Atlanta	GA	30336	327,500	Yes
O	UNFI	Warehouse	2340 Heinz Road	Iowa City	IA	52240	274,800	Yes
O	UNFI	Warehouse	655 Commerce Parkway	Greenwood	IN	46143	311,100	Yes
O	UNFW	Warehouse	7909 S. Union Parkway	Ridgefield	WA	98642	239,000	Yes
LEASED
L	Albert's Organics	Office	2450 17th Ave Suite 250	Santa Cruz	CA	95062	3,859	No
L	Albert's Organics	Warehouse	621 Snively Avenue	Winter Haven	FL	33880	11,500	Yes
L	Albert's Organics	Warehouse	5230 Quincy Street	Mounds View	MN	55112	38,736	Yes
L	Hershey	Office/Warehouse	96 Executive Drive	Edison	NJ	08817	110,000	Yes
L	Millbrook	MTM Storage	264 Bryan Road	Dania Beach	FL			No

EXHIBIT C

BORROWERS AND GUARANTORS

BUSINESS LOCATIONS

Leased	Entity	Use	Address	City	State	Zip	Sq. Ft.	Inventory in Excess of $100,000
L	Millbrook	MTM Storage	6803 Old Kings Road South	Jacksonville	FL	32217		No
L	Millbrook	MTM Storage	6812 Fountain Ave., E-17	Orlando	FL	32807	200	No
L	Millbrook	MTM Storage	3010 South Jim Redman Pkwy	Plant City	FL	33566	200	No
L	Millbrook	MTM Storage	6751 Macon Road	Columbus	GA	31907	750	No
L	Millbrook	MTM Storage	Route 161 East	Centralia	IL	62801	200	No
L	Millbrook	MTM Storage	200 South Moreland Rd.	Moro	IL	62067	80	No
L	Millbrook	MTM Storage	2420 E. Stop 11 Road	Indianapolis	IN	46227	200	No
L	Millbrook	MTM Storage	Route 44, Harding St.	Lakeville	MA	02347		No
L	Millbrook	MTM Storage	1315 W. Chestnut Expressway	Springfield	MO		1,500	No
L	Millbrook	MTM Storage	6915 S. 120th Street	La Vista	NE	68128	400	No
L	Millbrook	MTM Storage	232 N. Broadway	Salem	NH	03079	300	No
L	Millbrook	MTM Storage	6509 Transit Road	Bowmansville	NY	14026	75	No
L	Millbrook	MTM Storage	493 South Main Street	Canadaigua	NY	14424	200	No
L	Millbrook	MTM Storage	Center St. & Genesee St.	Cuba	NY			No
L	Millbrook	MTM Storage	3204 Flovana Avenue	Jamestown	NY		25	No
L	Millbrook	MTM Storage	4531 22nd St., N.W.	Canton	OH	44708	300	No
L	Millbrook	MTM Storage	802 South Reynolds	Toledo	OH	43615		No
L	Millbrook	MTM Storage	5837 South Garnett	Tulsa	OK	74146	1,650	No
L	Millbrook	MTM Storage	1301 Prospect	Ponca City	OK	74601	200	No
L	Millbrook	Office/Warehouse	88 Huntoon Memorial Highway	Leicester	MA	01524		Yes
L	Millbrook	Warehouse	1060 Millbury Street	Worcester	MA	01607	241,304	No
L	Millbrook	Warehouse	9318 Florida Palm Drive	Tampa	FL	33619	64,000	Yes
L	Millbrook	Warehouse	8 Joanna Court	E. Brunswick	NJ	08816	177,600	Yes
L	Millbrook	Retail Store	147 Main Street	Leicester	MA	01524		Yes
L	NRG	Retail Store	6651 Central Ave.	St. Petersburg	FL	33710	4,750	Yes
L	NRG	Retail Store	1930 Stickney Point Rd	Sarasota	FL	34231	4,700	Yes

EXHIBIT C

BORROWERS AND GUARANTORS

BUSINESS LOCATIONS

Leased	Entity	Use	Address	City	State	Zip	Sq. Ft.	Inventory in Excess of $100,000
L	NRG	Retail Store	30555 US Highway 19N	Palm Harbor	FL	34684	12,270	Yes
L	NRG	Retail Store	850 Neopolitan Way	Naples	FL	34103	4,800	Yes
L	NRG	Retail Store	1917 E Silver Springs Blvd	Ocala	FL	34470	5,000	Yes
L	NRG	Retail Store	521 NW 13 Blvd	Gainesville	FL	32601	4,600	Yes
L	NRG	Retail Store	1279 Beneva Rd S.	Sarasota	FL	34232	8,260	Yes
L	NRG	Retail Store	1900-2000 Tamiami Trail	Port Charlotte	FL	33948	9,600	Yes
L	NRG	Retail Store	1237 NW 76th Blvd	Gainesville	FL	32606	4,750	Yes
L	NRG	Retail Store	1600 Route 28	Centerville	MA	02632	3,000	Yes
L	NRG	Retail Store	108 Marlboro Ave	Easton	MD		3,500	Yes
L	NRG	Retail Store	700 Reistertown	Baltimore	MD		4,000	Yes
L	Select Nutrition	Office	60 Charles Lindebergh Blvd	Uniondale	NY	11553		No
L	Select Nutrition	Office	2722 Commerce Way	Philadelphia	PA	19154	100,000	Yes
L	UNFI	Office	190 Main Street	Danielson	CT	06239		No
L	UNFI	Office/Warehouse	6100 MacIntosh Road	Sarasota	FL	34238	345,000	Yes
L	UNFI	Office	25 Mr. Arthur Drive	Chesterfield	NH	03443	4,000	No
L	UNFW	Warehouse	13204 Philadelphia St.	Fontana	CA	92337	220,200	Yes
L	UNFW	Warehouse	930 Rockefeller Ave., B	Ontario	CA	91761		Yes
L	UNFW	Warehouse	2356 Fleetwood Drive	Riverside	CA	92509		No
L	UNFW	Warehouse	15965 E. 32nd Ave.	Aurora	CO	80011	180,000;	Yes
L	UNFW	Warehouse	15755 East 32nd Avenue	Aurora	CO	80011	40,000	Yes
L	UNFW	Warehouse	17900 East 32nd Ave, Ste 30	Aurora	CO	80011	5,000	No
L	UNFW	Warehouse	4201 East 52nd Ave	Commerce City	CO	80022	15,000	No
L	UNFW	Warehouse	22 30th North East	Auburn	WA	98002	204,700	No
L	UNFW	Warehouse	1303 26th Street NW	Auburn	WA	98002	79,200	Yes

Exhibit D

Amended and Restated Exhibit D

EXHIBIT D

BORROWERS AND GUARANTORS

FOREIGN JURISDICTIONS

	Foreign
Company	Qualifications	Address
BORROWERS
United Natural Foods, Inc.	FL-3/26/96 (Reinstated in FL 3/25/04); CT-4/9/96; GA-4/8/96; CO-7/24/95 (requalified in CO 5/2/03); PA-4/3/96; MN-10/18/02; IA-10/21/02; ND-10/24/02; CA-9/14/00; IN-6/2/03; WV-11/28/05; VT-12/2/05; SC-12/30/05; KY-1/3/06; MA-12/30/05; NH-12/30/05; NJ-12/30/05; NY-12/30/05	8301 Torresdale Ave, Philadelphia, PA 19136 (Terminal); 4200 Shirley Drive, Atlanta, GA +30336; Old Troy Road, Lake City, FL 32055 (Terminal); 71 Stow Drive, Chesterfield, NH 03443; 100 Lincoln Street, New Oxford, PA 17350; Lake City, FL (Warehouse/Holding Facility)
United Natural Foods West, Inc. f/k/a Mountain People's Warehouse Incorporated	NM-9/23/96; AZ-9/11/96; WA-9/17/96; OR-9/12/96; ID-9/12/96; HI-10/16/97; CO-11/15/05; AK-2/15/06	22 30th Street NE, Suite 102, Auburn, WA 98002
United Natural Trading Co. d/b/a Hershey Imports Co., Inc.	NJ-2/4/98; CA-2/4/98	96 Executive Drive, Edison, NJ 08817
Distribution Holdings, Inc.	N/A
Millbrook Distribution Services Inc.	MA-8/27/99; FL-6/1/99; AR-6/2/99
Springfield Development, LLC (f/k/a United Northeast LLC)	N/A	90 Technology Drive, Brattleboro, VT 05304
GUARANTORS
Natural Retail Group, Inc.	FL-4/11/95, MD-11/24/93; MA-6/19/94;	Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL
Albert’s Organics, Inc.	PA-1/16190; NC-10/18/95; NJ-10/16/95; FL-10/13/95; DE-10/16/95; CO-11/6/01; MN-7/14/05	200 Eagle Court, Bridgeport, NJ 08014; 621 Snively Ave, Winter Haven, FL 33880; 15965 East 32nd Ave, Aurora, CO 80011

Exhibit E

Amended and Restated Exhibit E

EXHIBIT E

BORROWERS AND GUARANTORS

CAPITAL STRUCTURE

				# of Shares
	Class of	# of Shares	# of Shares	Authorized But	Shareholder/	Percentage
Company	Stock	Authorized	Outstanding	Un-issued	Member	Owned
BORROWERS
United Natural Foods, Inc.
(Greater than 5% Ownership)
(As of 10/27/07)	Common	100,000,000	42,830,677*	57,169,323	FMR Corp.	11.45%
					ESOP Trust	6.44%
					Munder Capital Mgmt.	5.71%
	Preferred	5,000,000	As of December 12, 2003, 50,000 Preferred Series A shares have been reserved for issuance under the Rights Agreement dated February 22, 2000, but have not been issued as of the date hereof.	5,000,000	N/A
UNITED NATURAL FOODS WEST, INC. (f/k/a Mountain People's Warehouse Incorporated)	Common	100,000	1	99,999	UNFI	100%
United Natural Trading Co. d/b/a Hershey Imports Co.	Common	10,000	1,000	9,000	UNFI	100%
Springfield Development LLC, (f/k/a United Northeast LLC)	N/A	N/A	N/A	N/A	UNFI	100%
Distribution Holdings, Inc.	Common	10,000	100	9,900	UNFI	100%
Millbrook Distribution Services Inc.	Common	1,000	1,000	N/A	Distribution Holdings, Inc.	100%
GUARANTORS
Natural Retail Group, Inc.	Common	10,000	1,000	9,000	UNFI	100%
Albert’s Organics, Inc.	Voting	99,500	579.36	98,920.64	UNFI	100%
	Non-Voting	500		500.00
* As of October 27, 2007

Exhibit F

Amended and Restated Exhibit F

EXHIBIT F

ALTERNATE CORPORATE NAMES. MERGERS

and STATE ID #s

Alternate Names:

Borrowers

1. United Natural Foods, Inc. ("UNF") was formerly known as Cornucopia Natural Foods, Inc. and will continue to do business under the name Cornucopia Natural Foods in the states of Connecticut, Georgia, Florida and Pennsylvania.

UNF purchased the assets of Blooming Prairie Cooperative Warehouse and does business in the States of Iowa and North Dakota under the name "Blooming Prairie Warehouse".

UNF purchased all the assets of Select Nutrition Distributors, Inc. including all of its stock, but subsequently merged this subsidiary up into UNF. UNF does business in the States of CA, NY, DE and PA under the name "Select Nutrition Distributors".

In the State of Colorado, United Natural Foods, Inc. does business under the following trade names:

Rainbow Natural Foods Distributing, Ltd.
Rainbow Distributing, Ltd.
Rainbow Foods Distributing, Ltd.

UNF is the survivor by merger of the following subsidiaries:

Stow Mills, Inc.
Select Nutrition Distributors, Inc.

2. United Natural Foods West, Inc. (f/k/a Mountain People's Warehouse Incorporated) acquired substantially all of the assets of Shojin Natural Foods and does business under the name Shojin Natural Foods in the State of Hawaii.

United Natural Foods West, Inc. is the survivor by merger of the following subsidiaries:

NutraSource, Inc.
Rainbow Natural Foods, Inc.

3. United Natural Trading Co. acquired substantially all of the assets of Hershey Import Co., Inc. and does business under the name Hershey Import Co., Inc.

4. Albert's Organics, Inc. purchased all assets of Roots & Fruits Cooperative and does business in the State of Minnesota under the name Roots & Fruits.

Guarantors

1. Natural Retail Group, Inc. ("NRG") uses or has used the following trade names in the following states:

Florida:

Sunsplash Market

Sunsplash Natural Foods For Less

Mother Earth Market

The Granary

Natures Finest Foods

Palm Harbor Natural Foods

Massachusetts:

Sunsplash Natural Foods For Less

Cape Cod Natural Foods

Sprouts

Maryland:

Sunsplash Natural Foods For Less

Railway Market

Village Natural Grocers

NRG also acquired substantially all of the assets of the following Persons:

Village Natural Grocers, Inc., a Maryland corporation;

Railway Market, Inc., a Maryland corporation;

Down Home Natural Foods, Inc., a Massachusetts corporation;

Sunsplash Market, Inc., a Florida corporation;

Second Nature of Gainesville, Inc., d/b/a Mother Earth Market, Newberry Crossing Store, Inc., d/b/a Mother Earth Market, Ocala Store, Inc., d/b/a Mother Earth Market, Sarasota Store, Inc., d/b/a Mother Earth Market, Stickney Point Store, Inc., d/b/a The Granary, North Tail Store, Inc., d/b/a The Granary, and Mother Earth Market, Inc., all Florida corporations;

Natures Finest Foods, lnc., a Florida corporation;

Hodges Management, Inc., aFlorida corporation d/b/a Palm Harbor Natural Foods

2. Albert's Organics, Inc. acquired substantially all of the assets of Source Organic, Inc., a California corporation.

State ID #s:
BORROWERS:
United Natural Foods, Inc.	Delaware	2377138	Corporation
United Natural Foods West, Inc.	California	C1657486	Corporation
United Natural Trading Co. d/b/a		2852049
Hershey Imports Co., Inc. (NJ)	Delaware		Corporation
Distribution Holdings, Inc.	Delaware	4230723	Corporation
United Northeast LLC	Delaware	3579704	Limited Liability Company
Millbrook Distribution Services Inc.	Delaware	2882792	Corporation
GUARANTORS:
Natural Retail Group, Inc.	Delaware	2345969	Corporation
Albert's Organics, Inc.	California	C1326751	Corporation

Exhibit F

Amended and Restated Exhibit F

Exhibits F H

BORROWERS AND GUARANTORS

Corporate Names EINs

		Parent	State of	Date of
Company	Chief Executive Office	Company	Incorporation	Incorporation	EIN
BORROWERS
United Natural Foods, Inc.	260 Lake Road, Dayville, CT 06241	N/A	Delaware	2/11/1994	05-0376157
United Natural Foods West, Inc. (f/k/a Mountain People’s Warehouse Incorporated)	1101 Sunset Boulevard, Rocklin, CA 95765	United Natural Foods, Inc.	California	1/16/1990	68-0221552
United Natural Trading Co. d/b/a Hershey Imports Co., Inc.	96 Executive Drive, Edison, NJ 08817	United Natural Foods, Inc.	Delaware	1/28/1998	06-1505797
Distribution Holdings, Inc.	260 Lake Road, Dayville, CT 06241	United Natural Foods, Inc.	Delaware	10/5/2006	65-1296934
Millbrook Distribution Services Inc.	88 Huntoon Memorial Hwy, Leicester, MA 01524	Distribution Holdings, Inc.	Delaware	4/27/1998	41-0754020
Springfield Development, LLC (f/k/a United Northeast LLC)	260 Lake Road, Dayville, CT 06241	United Natural Foods, Inc.	Delaware	11/6/2002	13-4221549
GUARANTORS
Natural Retail Group, Inc.	Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL	United Natural Foods, Inc.	Delaware	8/2/1993	06-1383344
Albert’s Organics, Inc.	3268 E. Vernon Ave, Vernon, CA 90058	United Natural Foods, Inc.	California	12/19/1984	95-3934152

There are no open tax matters for any of the Borrowers or Guarantors.

Exhibit G

Amended and Restated Exhibit G

EXHIBIT G

GUARANTEES

UNF has guaranteed the obligations of the ESOT under the Loan Agreement dated 11/1/88 between the ESOT and Norman Cloutier, Steven Townsend, Daniel Atwood and Theodore Cloutier; original principal amount of the Note issued under the Loan Agreement is $4,080,000.

Exhibit H

Amended and Restated Exhibit H

Exhibits F H

BORROWERS AND GUARANTORS

Corporate Names EINs

		Parent	State of	Date of
Company	Chief Executive Office	Company	Incorporation	Incorporation	EIN
BORROWERS
United Natural Foods, Inc.	260 Lake Road, Dayville, CT 06241	N/A	Delaware	2/11/1994	05-0376157
United Natural Foods West, Inc. (f/k/a Mountain People’s Warehouse Incorporated)	1101 Sunset Boulevard, Rocklin, CA 95765	United Natural Foods, Inc.	California	1/16/1990	68-0221552
United Natural Trading Co. d/b/a Hershey Imports Co., Inc.	96 Executive Drive, Edison, NJ 08817	United Natural Foods, Inc.	Delaware	1/28/1998	06-1505797
Distribution Holdings, Inc.	260 Lake Road, Dayville, CT 06241	United Natural Foods, Inc.	Delaware	10/5/2006	65-1296934
Millbrook Distribution Services Inc.	88 Huntoon Memorial Hwy, Leicester, MA 01524	Distribution Holdings, Inc.	Delaware	4/27/1998	41-0754020
Springfield Development, LLC (f/k/a United Northeast LLC)	260 Lake Road, Dayville, CT 06241	United Natural Foods, Inc.	Delaware	11/6/2002	13-4221549
GUARANTORS
Natural Retail Group, Inc.	Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL	United Natural Foods, Inc.	Delaware	8/2/1993	06-1383344
Albert’s Organics, Inc.	3268 E. Vernon Ave, Vernon, CA 90058	United Natural Foods, Inc.	California	12/19/1984	95-3934152

There are no open tax matters for any of the Borrowers or Guarantors.

Exhibit I

Amended and Restated Exhibit I

Schedule 3.17

Exhibit J

Amended and Restated Exhibit J

EXHIBIT J

CONTRACTS RESTRICTING BORROWERS’ RIGHT TO INCUR DEBTS

Contracts that restrict the right of Borrowers to incur Indebtedness:

Title of Contract	Identity of Parties	Nature of Restriction	Term of Contract
Amended and Restated Loan and Security Agreement dated as of April 30, 2004, as amended	UNF and Subsidiaries and Bank of America, N.A., et al.
Mortgage Loan dated April 28, 2003, as amended	UNF and Subsidiaries and Bank of America, N.A.

Exhibit K

Amended and Restated Exhibit K

EXHIBIT K
BORROWERS AND GUARANTORS
LITIGATION MATTERS

None

Exhibit N

Amended and Restated Exhibit N

EXHIBIT N

PENSION PLANS

1. United Natural Foods, Inc. Employee Stock Ownership Plan (the "ESOP").

The following subsidiaries of UNF are currently participants in this plan:

· Albert's Organics, Inc.

· Natural Retail Group, Inc.

· Millbrook Distribution Services, Inc., a wholly-owned subsidiary of Distribution Holding, Inc. - effective November 2, 2007

· United Natural Foods West, Inc.

· United Natural Trading Co., Inc.

2. United Natural Foods, Inc. Retirement Plan

The following subsidiaries of UNF are currently participants in this plan:

· Albert's Organics, Inc.

· Natural Retail Group, Inc.

· United Natural Foods West, Inc.

· United Natural Trading Co., Inc.

3. Millbrook Distribution Services Inc., Retirement Plan

The following subsidiaries of UNF are currently participants in this plan:

· Millbrook Distribution Services, Inc., a wholly-owned subsidiary of Distribution Holding, Inc. - participation by all employees other than those covered by a collective bargaining agreement for which retirement benefits have been the subject of good faith negotiations.

4. Millbrook Distribution Services Inc. Union Retirement Plan

 The following subsidiaries of UNF are currently participants in this plan:

· Millbrook Distribution Services, Inc., a wholly-owned subsidiary of Distribution Holding, Inc. - participation by all employees in Teamsters Local 802.

Exhibit O

Amended and Restated Exhibit O

EXHIBIT O

Labor Contracts

1. United Natural Foods West, Inc. is party to a collective bargaining agreement with Driver Sales and Warehouse Local Union No. 117 for the employees of the Auburn, WA facility.

2. United Natural Trading Co., Inc. is party to a collective bargaining agreement with the Teamsters Local 810 for the employees of the former Hershey Import Co., Inc. in Edison, NJ.

3. United Natural Foods, Inc. is party to a collective bargaining agreement with the Chauffeurs, Teamsters and Helpers Local Union No. 238 affiliated with the International Brotherhood of Teamsters for the employees of the Iowa City, IA facility.

4. Millbrook Distribution Services, Inc. is party to a collective bargaining agreement with the Teamsters Local Union No. 802 affiliated with the International Brotherhood of Teamsters, AFL-CIO for the employees of the East Brunswick, NJ facility.

5. Millbrook Distribution Services, Inc. is party to a collective bargaining agreement with the Truck Drivers Union, Local No. 170 affiliated with the International Brotherhood of Teamsters, for the drivers at the Leicester, MA facility.

Exhibit Q

Amended and Restated Exhibit Q

EXHIBIT Q

BORROWERS AND GUARANTORS

PERMITTED LIENS

A	B	C	D	E	F
Company	Secured Party	State	File #	File Date	Collateral Description
BORROWERS
United Natural Foods, Inc.	Citizens Leasing Corporation	DE	20115455	12/11/2001	Equipment lease filing
	IOS Capital, LLC	DE	23089061	12/11/2002	Equipment lease filing
	Citizens Leasing Corporation	DE	30195142	1/6/2003	Equipment lease filing
	IOS Capital, LLC	DE	31230856	5/14/2003	Equipment lease filing
	Mellon US Leasing, a Division of Mellon Leasing Corporation	DE	40523649	2/25/2004	In Lieu filing - Equipment lease filing
	IOS Capital	DE	40597908	2/26/2004	Equipment lease filing
	Mellon US Leasing, a Division of Mellon Leasing Corporation	DE	41072976	4/1/2004	In Lieu filing - Equipment lease filing
	Mellon US Leasing, a Division of Mellon Leasing Corporation	DE	41353095	4/28/2004	In Lieu filing - Equipment lease filing
	Bankers/Softech Divisions of EAB Leasing Corp.	DE	50387465	1/31/2005	In Lieu filing - Equipment lease filing
	United Rentals, Inc.	DE	50855289	3/17/2005	Skyjack scissor lift
	Mellon US Leasing, a Division of Mellon Leasing Corporation	DE	51263228	4/25/2005	In Lieu filing - Equipment lease filing
	IOS Capital	DE	52082254	7/7/2005	Equipment lease filing
	United Rentals North America, Inc.	DE	60298653	1/25/2006	1 JLG Scissor
	IOS Capital	DE	63687142	10/24/2006	Equipment lease filing
	IKON Financial Services	DE	20073021754	8/9/2007	Equipment lease filing
	IKON Financial Services	DE	20074212980	11/6/2007	Equipment lease filing
Mountain People's Warehouse Inc.	Bankers/Softech Divisions of EAB Leasing Corp.	CA	20960281	7/24/2000	Equipment lease filing
Millbrook Distribution Services Inc.	IOS Capital, LLC	DE	30351224	2/10/2003	Equipment lease filing
	IOS Capital, LLC	DE	30351315	2/10/2003	Equipment lease filing
	IBM Credit LLC	DE	40297400	1/12/2004	IBM equipment and software lease filing
	IBM Credit LLC	DE	53453736	11/7/2005	IBM equipment and software lease filing
	IBM Credit LLC	DE	53768547	12/6/2005	IBM equipment and software lease filing

EXHIBIT Q

BORROWERS AND GUARANTORS

PERMITTED LIENS

A	B	C	D	E	F
	Citicorp Vendor Finance, Inc.	DE	61127539	4/4/2006	Dell computer equipment lease filing
	Crown Credit Company	DE	71828267	5/15/2007	Equipment lease filing
	CIT Technology Financing Services I, LLC	DE	72199338	5/31/2007	Equipment lease filing
GUARANTORS
Albert’s Organics, Inc.	Crown Credit Company	CA	233860400	12/2/2002	Crown Lift Trucks & batteries
	Crown Credit Company	CA	309860202	4/4/2003	Crown Lift Trucks
	Agquest Financial Services, Inc.	CA	05-7037244961	8/10/2005	Equipment filing

Exhibit S

Amended and Restated Exhibit S

EXHIBIT S

AFFILIATE TRANSACTIONS

None

Exhibit V

Amended and Restated Exhibit V

EXHIBIT V

BORROWERS AND GUARNATORS

BANK ACCOUNTS

A	B	D	E
UNF and Subsidiaries - Bank Account Information
	Bank	Account	Account
Company	Name	Type	Number
United Natural Foods, Inc.	Bank of America	Deposit	3756601608
	Bank of America	Deposit	3756636547
	Bank of America	Controlled Disbursements	3299119737
	Bank of America	Payroll	3756680603
	Bank of America	Payroll	3756626531
	Bank of America	Payroll	3756680616
	Bank of America	Deposit	9429227241
	Granite Bank	Payroll	602001915
	M&T Bank	Payroll	6304060
United Natural Foods West	Bank of America	Lockbox Deposits	1489202350
	Bank of America	Payroll	1123803509
	Bank of America	Controlled Disbursements	3299819898
Albert's Organics, Inc.	Bank of America	Deposit	3756636534
	Bank of America	Controlled Disbursements	3299119950
	Bank of America	Payroll	3756616965
	Coast Commercial Bank	Business Checking/Main	2017997
Hershey Import Company	Bank of America	Deposit	3756636576
	Bank of America	Controlled Disbursements	3299124984
	Bank of America	Payroll	3756636563
Natural Retail Group	Bank of America	Deposit	3756636550
	Bank of America	Controlled Disbursements	3299119745
	Bank of America	Payroll	3756626544
	Bank of America	Deposit	3756645936
	Bank of America	Deposit	3756645949
	Bank of America	Deposit	3756645952
	Bank of America	Deposit	3756645965
	Bank of America	Deposit	3756645978
	Bank of America	Deposit	3756645978
	Bank of America	Deposit	3756645994
	Bank of America	Deposit	3756646003
	Bank of America	Deposit	3756646016
	Bank of America	Deposit	3756646029
	Bank of America	Deposit	3756646032
	Bank of America	Deposit	3756646045
	Bank of America	Deposit	3756645923
Millbrook Distribution Services, Inc	JP Morgan Chase	Checking Account	114-636419
	JP Morgan Chase	Disbursements	6301-507475-509
	JP Morgan Chase	Deposit	801-501954
	JP Morgan Chase	Deposit	801-808154
	JP Morgan Chase	Payroll	114-636192
	Bank of America	Checking Account	05-0020-4377
	Bank of America	Payroll	3750969223
	Bank of America	Deposit	3750969236
	Bank of America	Funding	3750969249
	Bank of America	Controlled Disbursement	3299925802
	Bank of America	Payroll	3299925810
	Bank of America	Deposit Transfer	3750204069
	PNC Bank	Checking	802-288-9759
	PNC Bank	Checking Account	80-1438-5702

EX-10.38

Exhibit 10.38

November 2, 2007

United Natural Foods, Inc.

260 Lake Road

Dayville, CT 06241

Albert’s Organics, Inc.

3268 East Vernon Avenue

Vernon, CA  90058

Attention:  Mark Shamber, C.F.O.

RE:  Sixth Amendment to Term Loan Agreement

Dear Mr. Shamber:

Reference is made to that certain Term Loan Agreement dated as of April 28, 2003 as amended (the “Loan Agreement”) among United Natural Foods, Inc. (“UNFI”), Stow Mills, Inc. (“SMI”), United Natural Foods Pennsylvania, Inc. (“UNFPA”) and Albert’s Organics, Inc. (“AOI”) and Fleet Capital Corporation (predecessor-in-interest to Bank of America, N.A.) (the “Lender”).  SMI and UNFPA were merged with and into UNFI, with UNFI continuing as the surviving entity.  As used herein the term “Borrowers” shall mean, collectively, UNFI and AOI.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement.  This Sixth Amendment to Term Loan Agreement shall be referred to as the “Sixth Amendment”.

The Borrowers have requested that the Lender agree to amend the Loan Agreement in connection with certain amendments to the Working Capital Facility.

1.           Amendment to the Loan Agreement.  Subject to the terms and conditions of this Sixth Amendment, Borrowers and Lender agree that the Loan Agreement shall be amended as follows:

a.           The definition of “Working Capital Facility” in Appendix A to the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Working Capital Facility – the $270,000,000.00 working capital line of credit evidenced by that certain Loan and Security Agreement dated August 31, 2001, as amended from time to time, by and among the UNFI, United Natural Foods West, Inc., Springfield Development, LLC, United Natural Trading Co., Natural Retail Group, Inc., AOI and Lender as Agent for itself and the other lenders party thereto and the lenders party thereto, which $270,000,000.00 working capital line of credit shall be reduced automatically to $250,000,000.00 on December 14, 2007.”

  2.           Representations and Warranties.  The Borrowers hereby represent and warrant as follows:

a.           Power, Authority, Etc.  The Borrowers have the power and authority for the making and performing of this Sixth Amendment to Loan Agreement.  This Sixth Amendment to Loan Agreement has been duly executed and delivered by or on behalf of the Borrowers pursuant to authority legally adequate therefor, and this Sixth Amendment to Loan Agreement is in full force and effect and is a legal, valid and binding obligation of the Borrowers enforceable in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws and equitable principles affecting the enforcement of creditors’ rights generally.

b.           Incorporation of Representations and Warranties.  The representations and warranties of the Borrowers contained in the Loan Agreement, except for any changes resulting only from the passage of time and which do not otherwise constitute a Default or Event of Default hereunder, are true and correct on and as of the date hereof as though made on and as of the date hereof and such representations and warranties are hereto incorporated in this Sixth Amendment to Loan Agreement as though fully set forth herein.

3.           Miscellaneous.

a.           Counterparts.  This Sixth Amendment to Loan Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Sixth Amendment to Loan Agreement by signing any such counterpart.

b.           Force and Effect.  The Loan Agreement and each other Loan Document, as amended by this Sixth Amendment, are hereby ratified, confirmed and approved, and shall continue in full force or effect.

c.           Loan Document.  This Sixth Amendment to Loan Agreement and all other documents executed in connection herewith are “Loan Documents” as such term is defined in the Loan Agreement.  This Sixth Amendment shall be governed by the laws of the State of Connecticut.  This Sixth Amendment to Loan Agreement and the other documents executed and delivered in connection herewith set forth the entire agreement of the parties with respect to the subject matter thereof and supersede any prior agreement and contemporaneous oral agreements of the parties concerning their subject matter.

[remainder of page intentionally left blank]

-2- 

Signature Page to Sixth Amendment to Loan Agreement

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment to Loan Agreement as of the date first above written.

BORROWERS:	UNITED NATURAL FOODS, INC.
	By: /s/ Mark E. Shamber
	Name: Mark Shamber        Title: Vice President, CFO and Treasurer
	ALBERT’S ORGANICS, INC.
	By: /s/ Mark E. Shamber
	Name: Mark Shamber        Title:   Vice President, Secretary and                   Treasurer

LENDER:	BANK OF AMERICA, N.A.
	By: /s/ Edgar Ezerins
	Name: Edgar Ezerins         Title: Senior Vice President

RATIFICATION OF GUARANTY AGREEMENT

The undersigned Guarantors acknowledge receipt of the foregoing Sixth Amendment to Term Loan Agreement (the “Sixth Amendment”) and hereby (a) accept and agree to the terms and provisions of the Sixth Amendment and (b) ratify, confirm, and approve all of the terms and conditions of each of the Guaranty Agreements.

IN WITNESS WHEREOF, the parties have executed this Ratification of Guaranty Agreement on this ___ day of November, 2007.

NATURAL RETAIL GROUP, INC.

By: /s/ Mark E. Shamber________

      Name: Mark Shamber 

      Title: Vice President, Secretary and Treasurer

UNITED NATURAL FOODS WEST, INC.

By: /s/ Mark E. Shamber________

      Name: Mark Shamber 

      Title: Vice President, Secretary and Treasurer

UNITED NATURAL TRADING CO.

By: /s/ Mark E. Shamber________

      Name: Mark Shamber 

      Title: Vice President, Secretary and Treasurer

SPRINGFIELD DEVELOPMENT, LLC

By: /s/ Mark E. Shamber________

      Name: Mark Shamber 

      Title: Vice President, Secretary and Treasurer

EX-10.39

Exhibit 10.39

SEVENTH AMENDMENT AGREEMENT

SEVENTH AMENDMENT AGREEMENT (this “Agreement”) dated as of November 27, 2007, by and among United Natural Foods, Inc. and Albert’s Organics, Inc. (collectively, the “Borrowers”), and Bank of America, N.A., as successor to Fleet Capital Corporation (the “Lender”), with respect to the Term Loan Agreement dated as of April 28, 2003, as amended by an Amendment to Term Loan Agreement dated August 26, 2003, a Second Amendment to Term Loan Agreement dated December 18, 2003, a Third Amendment to Term Loan Agreement dated April 30, 2004, a Fourth Amendment to Term Loan Agreement dated June 15, 2005, a Fifth Amendment to Term Loan Agreement dated July 28, 2005, and a Sixth Amendment to Term Loan Agreement dated November 2, 2007 (as amended, the “Term Loan Agreement”).

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that the Lender waive certain Events of Default which exist under the Term Loan Agreement and amend certain other provisions of the Term Loan Agreement, and the Lender is willing to waive such Events of Default and amend the Term Loan Agreement, on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1.           Definitions.  Capitalized terms used herein without definition that are defined in the Term Loan Agreement shall have the meanings given to such terms in the Term Loan Agreement, as amended hereby.

§2.           Representations and Warranties; Acknowledgment.  The Borrowers hereby represent and warrant to the Lender as follows:

(a)           Each of the Borrowers has adequate power to execute and deliver this Agreement and each other document to which it is a party in connection herewith and to perform its obligations hereunder or thereunder.  This Agreement and each other document executed in connection herewith have been duly executed and delivered by each of the Borrowers and do not contravene any law, rule or regulation applicable to any Borrower or any of the terms of any other indenture, agreement or undertaking to which any Borrower is a party.  The obligations contained in this Agreement and each other document executed in connection herewith to which any of the Borrowers is a party, taken together with the obligations under the Loan Documents, constitute the legal, valid and binding obligations enforceable against any such Borrower in accordance with their respective terms.

(b)           After giving effect to the transactions contemplated by this Agreement, all the representations and warranties made by the Borrowers in the Loan Documents are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein or therein, except to the extent that any of such representations and warranties expressly relate by their terms to a prior date.

(c)           After giving effect to the transactions contemplated by this Agreement, no Event of Default under and as defined in any of the Loan Documents has occurred and is continuing on the date hereof.

§3.           Amendments to Term Loan Agreement. The Term Loan Agreement is hereby amended as follows:

3.1.          Amendments to Appendix A.

(a)           The following definition set forth in Appendix A of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:

Working Capital Facility - the revolving loan facility available to United Natural Foods, Inc. and certain of its Affiliates pursuant to the Revolving Loan Agreement.

(b)           The following new definitions are added in alphabetical order to Appendix A of the Term Loan Agreement to read as follows:

Material Acquisition  - any acquisition or investment or series of acquisitions or investments in respect of which the consideration therefor exceeds (i) $10,000,000 for any single acquisition or investment and $25,000,000 in the aggregate for all acquisitions and/or investments in any fiscal year of Borrowers paid in cash and/or incurred Indebtedness by Borrowers, (ii) in cases in which the consideration paid by Borrowers is shares of UNF common stock, $25,000,000 in value for all such acquisitions in any fiscal year of Borrowers or (iii) in transactions involving any combination of cash, incurred Indebtedness and/or UNF common stock, subject to the foregoing limits (subject in all such cases to the limitations of Section 8.1.12 hereof).

Permitted Acquisition - -- a purchase by a Borrower of a business, which purchase is permitted by the terms of Subsection 6.2.1 hereof.

Revolving Loan Agreement -- the Amended and Restated Loan and Security Agreement dated April 30, 2004, among United Natural Foods, Inc. and certain of its Affiliates, the lenders party thereto, and Bank of America, N.A. as agent for such lenders, as amended, restated, or supplemented from time to time (including the Fourth Amendment Agreement with respect thereto pursuant to which the aggregate commitments of the lenders thereunder have been increased to $400,000,000 and are subject to being further increased to an amount of up to $450,000,000).

Seventh Amendment Agreement - the Seventh Amendment Agreement dated as of November 27, 2007 among the Borrowers and the Lender with respect to this Term Loan Agreement.

Seventh Amendment Effective Date - the date on which all of the conditions precedent set forth in Section 6 of the Seventh Amendment Agreement have been satisfied (or waived by the Lender).

-2-

3.2.           Amendment of Subsection 6.2.1

Clauses (a) and (b) of subsection 6.2.1 of the Loan Term Agreement are hereby amended and restated in their entirety to read as follows:

(a) (i) in respect of any Material Acquisition, UNF shall have delivered to the Lender not less than ten (10) Business Days prior to the earlier of (A) the execution of a definitive or binding agreement to enter into the proposed Permitted Acquisition and (B) the consummation of such proposed Permitted Acquisition, a copy of the proposed acquisition agreement and a statement, certified by the principal financial or accounting officer of UNF, setting forth, in reasonable detail, computations evidencing on a pro forma basis (determined in a manner acceptable to the Lender) compliance with the financial covenants contained in Section 6.3 hereof, immediately prior to and after giving effect to such proposed Permitted Acquisition, and (ii) no Default or Event of Default shall exist before or after giving effect to the proposed Permitted Acquisition, (b) such purchase shall be permitted under the terms of the Revolving Credit Agreement, as in effect at the time of such purchase;

3.3.           Amendment of Subsection 6.2.7

Clauses (c) and (d) of Subsection 6.2.7 of the Term Loan Agreement are hereby deleted and the following clause (c) is substituted therefor (and the word “and” is added after clause (b)):

(c)  other Distributions, provided that a Distribution shall only be permitted pursuant to this clause (c) if (i) UNF shall have delivered to the Lender between two (2) and five (5) Business Days prior to the date of such Distribution a statement, certified by the principal financial or accounting officer of UNF, setting forth, the nature, amount and recipients of the proposed Distribution and setting forth, in reasonable detail, computations evidencing on a pro forma basis (determined in a manner acceptable to the Lender) compliance with the financial covenants contained in Section 6.3 hereof, immediately prior to and after giving effect to such proposed Distribution, and (ii) no Default or Event of Default shall exist before or after giving effect to the proposed Distribution, and (iii) such Distribution shall be permitted under the terms of the Revolving Credit Agreement, as in effect at the time of such Distribution.

3.4.           Amendment of Section 9.8

Section 9.8 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:

9.8           Notice.  Except as otherwise provided herein, all notices, requests and demands to or upon a party hereto, to be effective, shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given or delivered immediately when delivered against receipt, one Business Day after being sent by overnight courier, three

-3-

Business Days after deposit in the mail, postage prepaid, or, in the case of facsimile notice, when sent, addressed as follows:

If to Lender: Bank of America, N.A.

200 Glastonbury Boulevard

Glastonbury, CT  06033

Attention: Edgar Ezerins

Facsimile No.: (860) 368-6029

With a copy to: Bingham McCutchen LLP

One State Street

Hartford, CT  06103

Attention: Daniel I. Papermaster, Esq.

Facsimile No.: (860) 240-2521

If to Borrowers: c/o United Natural Foods, Inc.

260 Lake Road

Dayville, CT 06241

Attention: Mark Shamber, Vice President, Chief Financial Officer and Treasurer

Facsimile No.: (860) 779-5678

With a copy to: Cameron & Mittleman

56 Exchange Terrace

Providence, RI  02903

Attention: Joseph A. Anesta, Esq.

Facsimile No.: (401) 331-5787

or to such other address as each party may designate for itself by notice given in accordance with this Section 9.8.

§4.           Ratification, etc.  All of the obligations and liabilities to the Lender as evidenced by or otherwise arising under the Term Loan Agreement and the other Loan Documents, are, by the Borrowers’ execution of this Agreement, ratified and confirmed in all respects.  In addition, by each Borrower’s execution of this Agreement, such Borrower represents and warrants that neither it nor any of its Subsidiaries has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.  This Agreement and the Term Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Term Loan Agreement or any related agreement or instrument to the Term Loan Agreement shall hereafter refer to the Term Loan Agreement as amended by this Agreement.

§5.           Waivers.  Subject to the satisfaction of the conditions set forth herein, the Lender waives those Events of Default that have occurred under the Term Loan Agreement as a result of the Borrowers’ failure on or before the date hereof to comply with those sections of the Term Loan Agreement set forth on Schedule 1 attached hereto.  The waivers set forth in this Section 5 shall be effective only for those Events of Default contained in the Term Loan Agreement as

-4-

specified in Schedule 1 which occurred on or before the date hereof and such waiver shall not entitle the Borrowers to any future waiver in similar or other circumstances.  Without limiting the foregoing, upon the occurrence and during the continuation of an Event of Default not set forth in Schedule 1, subject to the provisions of the Term Loan Agreement, the Lender shall be free in its sole and absolute discretion to accelerate the payment in full of the Obligations, and may, if the Lender so elects, proceed to enforce any or all of its rights under or in respect of the Term Loan Agreement and the other Loan Documents and applicable law. Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or affect in any way the Borrowers’ obligations or the Lender’s rights and remedies arising under the Term Loan Agreement or the other Loan Documents, and Lender shall not be deemed to have waived any or all of its remedies with respect to any Event of Default (other than the Events of Default described on Schedule 1 attached hereto, and then only to the extent set forth therein) or event or condition which, with notice or the lapse of time, or both would become an Event of Default and which upon the Borrowers’ execution and delivery of this Agreement might otherwise exist or which might hereafter occur.

§6.           Conditions to Effectiveness.  The effectiveness of the amendments set forth in Section 3 of this Agreement and the waivers set forth in Section 5 of this Agreement are subject to the prior satisfaction, on or before November 27, 2007, of the following conditions precedent (the date of such satisfaction herein referred to as the “Seventh Amendment Effective Date”):

(a)           Representations and Warranties.  The representations and warranties of the Borrowers contained herein shall be true and correct.

(b)           No Event of Default.  There shall exist no Default or Event of Default.

(c)           Corporate or Limited Liability Company Action.  The Lender shall have received evidence reasonably satisfactory to the Lender that all requisite corporate or limited liability company, as applicable, action necessary for the valid execution, delivery and performance by the Borrowers of this Agreement and all other instruments and documents delivered by the Borrowers in connection herewith has been taken.

(d)           Delivery of this Agreement.  The Borrowers and the Lender shall have executed and delivered this Agreement and each Guarantor shall have acknowledged its acceptance of or agreement to this Agreement and its ratification of the continuing effectiveness of its Guaranty.

(e)           Additional Guaranties.  Distribution Holdings Inc. and Millbrook Distribution Services, Inc., each a Delaware corporation, shall have executed Guaranty Agreements in form and substance satisfactory to the Lender, pursuant to which such Persons shall unconditional guaranty the repayment as and when due of all of the Obligations.

(f)           Amendment of Intercreditor Agreement.  The Intercreditor Agreement shall have been amended in such manner as may be deemed by the Lender to be necessary or appropriate in connection with the amendments set forth herein.

(g)           Payment of Expenses.  The Borrowers shall have paid to the Lender  all amounts payable to the Lender under §7 hereof.

-5-

(h)           Amendment of Working Capital Facility.  The Working Capital Facility shall have been amended by an amendment in form and substance satisfactory to the Lender, including without limitation an amendment increasing the aggregate amount of commitments by the lenders under the Working Capital Facility to not less than $400,000,000.

(i)            Organic Brands Subordination Agreement.  United Natural Foods, Inc., the Lender and Organic Brands, LLC shall have entered into a Subordination Agreement with respect to that certain Promissory Note dated March 30, 2007 executed by United Natural Foods, Inc. in favor of Organic Brands, LLC, such Subordination Agreement to be in form and substance satisfactory to the Lender.

(j)            Participant Consents.  The Lender shall have received the written consent of each participant in the Term Loan to the provisions of this Agreement.

(k)           Other Documents.  The Borrowers shall have executed and delivered such other documents, and taken such other action, as may be reasonably requested by the Lender in connection with this Agreement.

§7.           Expenses, Etc.  Without limitation of the amounts payable by the Borrowers under the Term Loan Agreement and other Loan Documents, the Borrowers shall pay to the Lender and its counsel upon demand an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees and disbursements and appraisal expenses) incurred by the Lender in connection with the preparation, negotiation and execution of this Agreement and the matters related thereto.

§8.           Time is of the Essence; No Waivers by Lender.  TIME IS OF THE ESSENCE WITH RESPECT TO ALL COVENANTS, CONDITIONS, AGREEMENTS OR OTHER PROVISIONS HEREIN.  Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or affect in any way the Borrowers’ obligations or the Lender’s rights and remedies arising under the Term Loan Agreement or the other Loan Documents.

§9.           Governing Law.  This Agreement shall for all purposes be construed according to and governed by the laws of the State of Connecticut (excluding the laws thereof applicable to conflicts of law and choice of law).

§10.         Effective Date. The amendments set forth in Section 3 hereof shall become effective among the parties hereto as of the Seventh Amendment Effective Date.  Until the Seventh Amendment Effective Date, the terms of the Term Loan Agreement prior to its amendment hereby shall remain in full force and effect.  This Agreement is effective as to all provisions other than the amendments set forth in Section 3 hereof at the time that the Borrowers and the Lender have executed and delivered this Agreement.

-6-

§11.         Entire Agreement; Counterparts.  This Agreement sets forth the entire understanding and agreement of the parties with respect to the matters set forth herein, including the amendments set forth herein, and this Agreement supersedes any prior or contemporaneous understanding or agreement of the parties as to any such amendment of the provisions of the Term Loan Agreement or any Loan Document, except for any such contemporaneous agreement that has been set forth in writing and executed by the Borrowers and the Lender.  This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

-7-

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.

BORROWERS:

UNITED NATURAL FOODS, INC.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, CFO and Treasurer

ALBERT’S ORGANICS, INC.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

[Signature Page to Seventh Amnendment Agreement - United Natural Foods, Inc., et al]

LENDER:

BANK OF AMERICA, N.A.

By: /s/ Edgar Ezerins  

Name: Edgar Ezerins

Title: Senior Vice President

[Signature Page to Seventh Amnendment Agreement - United Natural Foods, Inc., et al]

Each of the undersigned Guarantors

acknowledges and agrees to the foregoing,

and ratifies and confirms in all respects

such Guarantor’s obligations under the

Guaranty Agreements:

NATURAL RETAIL GROUP, INC.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

SPRINGFIELD DEVELOPMENT, LLC

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

UNITED NATURAL FOODS WEST, INC.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

UNITED NATURAL TRADING CO.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

[Signature Page to Seventh Amnendment Agreement - United Natural Foods, Inc., et al]

DISTRIBUTION HOLDINGS, INC.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

MILLBROOK DISTRIBUTIOIN SERVICES INC.

By: /s/ Mark E. Shamber   

Name: Mark Shamber

Title: Vice President, Secretary and Treasurer

[Signature Page to Seventh Amnendment Agreement - United Natural Foods, Inc., et al]

SCHEDULE 1

Events of Default

1.  The Event of Default that occurred under Section 8.1.4 of the Term Loan Agreement as a result of the Borrowers’ failure to comply with Section 6.2.2 and Section 9.2.5 of the Term Loan Agreement in respect of the Indebtedness incurred by Millbrook Distribution Services Inc. owing to General Electric Company and the Lien in respect thereof.

2.  The Event of Default that occurred under Section 8.1.4 of the Term Loan Agreement as a result of the Borrowers’ failure to comply with Section 6.2.5 of the Revolving Loan Agreement in respect of the Lien incurred by Albert’s Organics, Inc. in favor of City National Bank.

3.  The Events of Default that occurred under Section 8.1.18 of the Term Loan Agreement as a result of the following events of default that occurred under the Working Capital Facility: (a) the event of default that occurred under Section 11.1.4 of the Revolving Loan Agreement as a result of the Borrowers’ failure to comply with Section 9.2.1(e) and Section 9.2.7 of the Revolving Loan Agreement in respect of the Indebtedness incurred by United Natural Foods, Inc. owing to Organic Brands, LLC evidenced by that certain Promissory Note dated March 30, 2007 executed by United Natural Foods, Inc. in favor of Organic Brands, LLC and (b) the events of default that occurred under the Revolving Loan Agreement as a result of the events described in 1 and 2 above.

EX-10.40

Exhibit 10.40

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Richard Antonelli (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 8,400 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

          Number or Percentage of Restricted
           Units As To Which Restrictions

Date                                                                           Lapse on This Date

December 6, 2008                                                                                     2,100

December 6, 2009                                                                                     2,100

December 6, 2010                                                                                     2,100

December 6, 2011                                                                                     2,100

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Richard Antonelli
Richard Antonelli	Date

-4-

EX-10.41

Exhibit 10.41

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Daniel Atwood (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 8,400 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	2,100
December 6, 2009	2,100
December 6, 2010	2,100
December 6, 2011	2,100

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Daniel Atwood
Daniel Atwood	Date

-4-

EX-10.42

Exhibit 10.42

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Thomas A. Dziki (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,600 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	900
December 6, 2009	900
December 6, 2010	900
December 6, 2011	900

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Thomas A. Dziki
Thomas A Dziki	Date

-4-

EX-10.43

Exhibit 10.43

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Michael Funk (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 18,000 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	4,500
December 6, 2009	4,500
December 6, 2010	4,500
December 6, 2011	4,500

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Michael Funk
Michael Funk	Date

-4-

EX-10.44

Exhibit 10.44

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Carl Koch (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,600 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	900
December 6, 2009	900
December 6, 2010	900
December 6, 2011	900

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Carl Koch
Carl Koch	Date

-4-

EX-10.45

Exhibit 10.45

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Mark Shamber (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 7,200 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	1,800
December 6, 2009	1,800
December 6, 2010	1,800
December 6, 2011	1,800

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Daniel Atwood
Title:	Daniel Atwood
	Executive Vice President,
	Chief Marketing Officer and Secretary
Date:	1/10/2008

/s/ Mark Shamber
Mark Shamber	Date

-4-

EX-10.46

Exhibit 10.46

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Gordon Barker (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,192 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2007	1,064
December 6, 2008	1,064
December 6, 2009	1,064

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Gordon Barker
Gordon Barker	Date

-4-

EX-10.47

Exhibit 10.47

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Joseph Cianciolo (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,192 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2007	1,064
December 6, 2008	1,064
December 6, 2009	1,064

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Joseph Cianciolo
Joseph Cianciolo	Date

-4-

EX-10.48

Exhibit 10.48

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Gail Graham (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,192 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2007	1,064
December 6, 2008	1,064
December 6, 2009	1,064

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Gail Graham
Gail Graham	Date

-4-

EX-10.49

Exhibit 10.49

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and James Heffernan (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,192 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2007	1,064
December 6, 2008	1,064
December 6, 2009	1,064

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ James Heffernan
James Heffernan	Date

-4-

EX-10.50

Exhibit 10.50

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Peter Roy (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 3,192 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2007	1,064
December 6, 2008	1,064
December 6, 2009	1,064

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Peter Roy
Peter Roy	Date

-4-

EX-10.51

Exhibit 10.51

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Thomas Simone (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 9,000 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2007	3,000
December 6, 2008	3,000
December 6, 2009	3,000

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Thomas Simone
Thomas Simone	Date

-4-

EX-10.52

Exhibit 10.52

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Michael Beaudry (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 7,200 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	1,800
December 6, 2009	1,800
December 6, 2010	1,800
December 6, 2011	1,800

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Michael Beaudry
Michael Beaudry	Date

-4-

EX-10.53

Exhibit 10.53

UNITED NATURAL FOODS, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED UNIT AGREEMENT

This Restricted Unit Agreement (this “Agreement”) effective as of December 6, 2007, between United Natural Foods, Inc. (the “Company”) and Randle Lindberg (“Participant”), who is an employee, consultant, or non-employee director of the Company or a Subsidiary, evidences the award of Restricted Units to the Participant under the United Natural Foods, Inc. 2004 Equity Incentive Plan (the “Plan”).

In consideration of services rendered and agreed to be rendered, the Company makes this Award of Restricted Units to the Participant named in the first sentence of this Agreement.  This Agreement and the issuance or transfer of shares of the Company’s common stock are conditioned on the following terms:

1.           Definitions.

All capitalized terms that are not otherwise defined in this Agreement shall have the meanings set forth in the Plan.

(a) Grant Date means December 6, 2007.

(b) Participant, solely for purposes of this Agreement, means the employee, consultant or non-employee director designated above.

(c) Restricted Unit means a right to receive payment in Shares or cash (as determined by the Committee) following the expiration of the Restriction Period.

(d) Restriction Period means the period commencing upon grant of Restricted Units in accordance with Section 2 of this Agreement and ending on the date provided under Section 3 of this Agreement.

(e) Shares means Shares, as defined in Section 2(w) of the Plan, issued pursuant to this Agreement.

(f) Unvested Restricted Units means Restricted Units granted pursuant to Section 2 of this Agreement as to which the Restriction Period has not expired under Section 3 of this Agreement.

2.           Grant of Restricted Units.

The Company hereby grants to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, 7,200 Restricted Units, with a cash value equal to the Fair Market Value of an equivalent number of Shares.  A Restricted Unit does not represent an equity interest in the Company and carries no voting or dividend rights.

3.           Restriction Period.

(a)           The Restriction Period under this Agreement shall expire, with respect to the number or percentage of Restricted Units designated in the schedule below, at the close of business on the dates enumerated in the schedule below or, if earlier, upon the death or disability (as defined in Section 14(a) of the Plan) of the Participant.

	Number or Percentage of Restricted
	Units As To Which Restrictions
Date	Lapse on This Date

December 6, 2008	1,800
December 6, 2009	1,800
December 6, 2010	1,800
December 6, 2011	1,800

(b)           The Restriction Period for any tranche of Restricted Units included in an Award shall be deemed to expire if, within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, a Participant’s employment with the Company and its Subsidiaries ceases for any reason.  (See Section 14(c) of the Plan.)

 (c)           If the Participant ceases to be employed by the Company or a Subsidiary or otherwise separates from service under circumstances not described in Sections 3(a) or 3(b), all then-Unvested Restricted Units shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise.

4.           Payment. No later than 2½ months after the end of the calendar year in which the restrictions lapse with respect to a tranche of Restricted Units, the Company shall issueto the Participant or his Beneficiary (if the Participant dies before payment or this Agreement provides for immediate vesting of Unvested Restricted Units upon the Participant’s death) one Share for each Restricted Unit in such tranche.

-2-

5.           Withholding.  The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the grant to the Participant of the Restricted Units or the issuance to the Participant or his Beneficiary of Shares in accordance with Section 4 of this Agreement, and to require that the Company be paid the amount of any federal, state, or local taxes required by law to be withheld.

6.           Amendment.  The Committee may in its sole discretion amend, modify, or terminate this Agreement, including, but not limited to, substituting therefor another Award of the same or a different type or changing the Restriction Period.  Except as otherwise provided in the Plan or in this Agreement or as necessary to conform this Agreement to mandatory provisions of applicable federal or state laws, regulations, or rulings, or section 409A of the Code, the Committee shall obtain the Participant’s consent before it amends this Agreement in a manner that significantly reduces the Participant’s rights or benefits under this Agreement.

7.           Determinations by Committee.  Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.

8.           Provisions of the Plan.  This grant is subject to the provisions of the Plan, which is incorporated into this Agreement by reference and a copy of which is furnished to the Participant with this Agreement.

9.           Notices and Payments.  Any notice required or permitted to be given to the Participant under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States mail with postage and fees prepaid.  Any notice or communication required or permitted to be given to the Company under this Agreement shall be in writing and shall be deemed effective only upon receipt by the Secretary of the Company at the Company’s principal office.

10.           Waiver.  The waiver by the Company of any provision of this Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Agreement at any subsequent time or for any other purpose.

11.           Governing Law.  The validity and construction of this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of any provision of this Agreement to the substantive law of another jurisdiction.

[SIGNATURES APPEAR ON NEXT PAGE.]

-3-

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer of the Company, and the Participant has accepted and signed this Agreement, all on the day and year first mentioned above.

UNITED NATURAL FOODS, INC.
By:	/s/ Mark Shamber
Title:	Mark Shamber
	Vice President,
	Chief Financial Officer and Treasurer
Date:	12/7/07

/s/ Randle Lindberg
Randle Lindberg	Date

-4-

EX-10.54

Exhibit 10.54

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (“Agreement”) is effective as of December 5, 2007, and is made by and between United Natural Foods, Inc., a Delaware corporation (the "Company"), and Robert Sigel ("Employee").  For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including without limitation the Employee’s willingness to continue his employment with the Company and the other obligations of the parties hereunder, the parties hereby agree as follows:

1. The following terms shall have the following definitions:

(a) the term “Act” shall mean the Securities Exchange Act of 1934, as amended to date.

(b) the term “Affiliate” shall mean any corporation which is a subsidiary of the Company within the definition of “subsidiary corporation” under Section 424(f) of the Internal Revenue Code of 1986, as amended.

(c) the term "Cause" shall mean (i) conviction of Employee of a felony or crime of moral turpitude under applicable law, (ii) unauthorized acts intended to result in Employee's personal enrichment at the material expense of the Company or its reputation, or (iii) any material violation of Employee's duties or responsibilities to the Company which constitutes willful misconduct or dereliction of duty, or breach of Section 6 of this Agreement.

(d) The term “Change in Control” means the happening of any of the following:

(i) any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Act, but excluding the Company, any of its Affiliates, or any employee benefit plan of the Company or any of its Affiliates) is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Act), directly or indirectly, of securities of the Company representing the greater of 30% or more of the combined voting power of the Company’s then outstanding securities;

(ii) the stockholders of the Company shall approve a definitive agreement (1) for the merger or other business combination of the Company with or into another corporation if (A) a majority of the directors of the surviving corporation were not directors of the Company immediately prior to the effective date of such merger or (B) the stockholders of the Company immediately prior to the effective date of such merger own less than 50% of the combined voting power in the then outstanding securities in such surviving corporation or (2) for the sale or other disposition of all or substantially all of the assets of the Company; or

1

(iii) the purchase of 30% or more of the Stock pursuant to any tender or exchange offer made by any “person”, including a “group” (as such terms are used in Sections 13(d) and 14(d) of the Act), other than the Company, any of its Affiliates, or any employee benefit plan of the Company or any of its Affiliates.

(e) the term "Disability" shall mean the material inability, in the reasonable opinion of the Board of Directors, of Employee to render his agreed upon full-time services to the Company due to physical and/or mental infirmity for a period of one hundred twenty (120) consecutive days, or an aggregate period of time exceeding one hundred twenty (120) days in any consecutive twelve (12) month period.

(f) the term “Effective Date” means the date on which a Change in Control occurs.  Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Employee’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement, the “Effective Date” shall mean the date immediately prior to the date of such termination of employment.

(g) the term  “Equity Plan” shall mean any option to purchase shares of the Common Stock $.01 par value per share of the Company (“Stock”)  granted to Employee pursuant to the Company’s  2002 Stock Incentive Plan, as amended from time to time (“Options”), any rights the Employee may have under the Company’s Employee Stock Ownership Plan, as amended from time to time, or any rights the Employee may have under any other current or future Company plan relating to Options or restricted stock, such as the 2004 Equity Incentive Plan.

(h) the term “Good Reason” shall mean, without the Employee’s express written consent, the occurrence of any one or more of the following: (i) a material diminution in the Employee’s current duties, responsibilities, or authorities as President of Millbrook Distribution Services Inc., and failure to rescind such diminution within thirty (30) days of receipt of notice from the Employee (provided that this provision shall not be effective if Millbrook Distribution Services Inc. is absorbed as a separate entity into the Company and operated as a division or integrated with other operations, as long as Employee has the same level of duties, responsibilities and authorities with the resultant entity); (ii) any other action or inaction that constitutes a material breach of the terms of this Agreement or any applicable employment agreement, which is not rescinded within thirty (30) days of receipt of notice from Employee; (iii) a relocation more than fifty (50) miles from Employee’s current office in Leicester, Massachusetts; or (iv) the resignation or termination of the current Chief Executive Officer of the Company for any reason (provided that Employee must resign within thirty (30) days of such termination or resignation for this subsection (iv) to be effective).

2

2. In the event (a) the Employee is terminated by the Company for any reason other than Cause, death or Disability or (b) the Employee resigns for Good Reason, in each case, prior to the third anniversary hereof, in addition to the payment of any unpaid base salary and accrued and unpaid vacation as of the date of such termination or resignation, the Company shall: (i) continue Employee's base salary and medical benefits in effect as of the date of such termination or resignation for a period beginning on the date of such termination or resignation and ending on the third anniversary hereof, subject to applicable withholding and deductions (provided that the salary and benefits continuation for a  resignation under Section 1(h)(iv) shall be for a period of one (1) year from such resignation, or such lesser period until the third anniversary hereof) and (ii) pay Employee a bonus equal to twenty-five percent (25%) of his base salary in the year of resignation or termination, to be paid in accordance with the terms of other similar Company bonuses to other employees.  The foregoing notwithstanding, if the Employee is a “specified employee” of the Company (within the meaning of Section 409A of the Internal Revenue Code and its regulations and other guidance (“Section 409A”)), any payment that would otherwise be made pursuant to this Section 2 during the six-month period beginning on the date of termination of employment that constitutes “nonqualified deferred compensation” within the meaning of Section 409A shall be accrued and paid on the date that is six months and one day after the date of Employee’s “separation of service” with the Company (within the meaning of Section 409A of the Code) or, if earlier, the Employee’s date of death, and no interest or other adjustments shall be made to reflect the delay in payment.

3. In the event of termination for Cause, death or Disability, or resignation for other than Good Reason, the Company shall be under no obligation other than to provide payment of any unpaid base salary and accrued and unpaid vacation as of the date of such termination or resignation; provided, however, that with respect to a termination for Cause, the Company may withhold any compensation due to Employee as a partial offset against any damages suffered by the Company as a result of Employee's actions to the extent permitted by law.

4. In the event (a) the Employee is terminated by the Company for any reason other than Cause, death or Disability or (b) the Employee resigns for Good Reason, and such termination or resignation takes place on or within one (1) year after the Effective Date of a Change in Control, in addition to the compensation set forth in Section 2 and subject to any limitations imposed under applicable law: (i) any and all Options awarded to the Employee not previously exercisable and vested shall become fully vested and exercisable, (ii) subject to the terms of the Employee Stock Ownership Plan, Employee shall become fully vested in Employee’s account under the Employee Stock Ownership Plan and (iii) all restrictions shall lapse on and Employee shall become fully vested in all rights to restricted stock granted to Employee under any Equity Plan.

3

5. The availability, if any, of any other benefits shall be governed by the terms and conditions of the plans and/or agreements under which such benefits are granted.  The benefits granted under this Agreement are in addition to, and not in limitation of, any other benefits granted to Employee under any policy, plan and/or agreement.

6. Employee covenants with the Company as follows (as used in this Section 6, "Company" shall include the Company and its subsidiaries and affiliates):

(a) Employee shall not knowingly use for Employee’s own benefit or disclose or reveal to any unauthorized person, any trade secret or other confidential information relating to the Company, or to any of the businesses operated by it, including, without limitation, any customer lists, customer needs, price and performance information, processes, specifications, hardware, software, devices, supply sources and characteristics, business opportunities, potential business interests, marketing, promotional pricing and financing techniques, or other information relating to the business of the Company, and Employee confirms that such information constitutes the exclusive property of the Company.  Such restrictions shall not apply to information which is generally (i) available in the industry or (ii) disclosed through no fault of Employee.  Employee agrees that Employee will return to the Company upon request, but in any event upon termination of employment, any physical embodiment of any confidential information and/or any summaries containing any confidential information, in whole in part, in any media.

(b) During the term of employment, and for a period of one year following (i) termination of such employment for any reason or (ii) payment of any compensation by the Company to Employee, including under Section 2 hereof, whichever occurs later, Employee shall not engage, directly or indirectly (which includes, without limitation, owning, managing, operating, controlling, being employed by, giving financial assistance to, participating in or being connected in any material way with any person or entity), anywhere in the United States in any activities with the following companies, that include Tree of Life or any of its subsidiaries, Nature’s Best, C&S Distributors or any other company which is a direct competitor of the Company with respect to (i) the Company’s activities on the date hereof and/or (ii) any activities which the Company becomes involved in during the Employee’s term of employment; provided, however, that Employee’s ownership as a passive investor of less than three percent (3%) of the issued and outstanding stock of a publicly held corporation so engaged, shall not by itself be deemed to constitute such competition. Further, during such one-year period Employee shall not act to induce any of the Company’s vendors, customers or employees to take action might be disadvantageous to the Company or otherwise disturb such party’s relationship with the Company.

(c) Employee hereby acknowledges that Employee will treat as for the Company’s sole benefit, and fully and promptly disclose and assign to the Company without additional compensation, all ideas, information, discoveries, inventions and improvements which

4

are based upon or related to any confidential information protected under Section (a) herein, and which are made, conceived or reduced to practice by Employee during Employee’s employment by the Company and within one year following (i) termination thereof or (ii) payment of any compensation by the company to Employee, including under Section 2 hereof, whichever occurs later.  The provisions of this subsection (c) shall apply whether such ideas, discoveries, inventions, improvements or knowledge are conceived, made or gained by Employee alone or with others, whether during or after usual working hours, either on or off the job, directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the realm of Employee’s duties.

(d) Employee shall, upon request of the Company, but at no expense to Employee, at any time during or after employment by the Company, sign all instruments and documents and cooperate in such other acts reasonably required to protect rights to the ideas, discoveries, inventions, improve­ments and knowledge referred to above, including applying for, obtaining and enforcing patents and copyrights thereon in any and all countries.

(e) Employee recognizes that the possible restrictions on Employee’s activities which may occur as a result of Employee’s performance of Employee’s obligations under this Agreement are required for the reasonable protection of the Company and its investments, and Employee expressly acknowledges that such restrictions are fair and reasonable for that purpose.  Employee further expressly acknowledges that damages alone will be an inadequate remedy for any breach or violation of any of the provisions of this Agreement, and that the Company, in addition to all other remedies hereunder, shall be entitled, as a matter of right, to injunctive relief, including specific performance, with respect to any such breach or violation or threatened breach or violation, in any court of competent jurisdiction.  If any of the provisions of this Agreement are held to be in any respect an unreasonable restriction upon Employee then they shall be deemed to extend only over the maximum period of time, geographic area, and/or range of activities as to which they may be enforceable.  Employee expressly agrees that all payments and benefits due Employee under this Agreement shall be subject to Employee’s compliance with the provisions set forth in this Section 6.

(f) Except with respect to any shorter term as expressly provided herein, this Section 6 shall survive the expiration or earlier termination of Employee’s relationship with the Company for a period of ten (10) years.

7.  This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in force and effect.  The Company agrees that in the event of a Change in Control this Agreement shall be assigned to, accepted and performed in good faith by

5

the person or persons effecting the Change in Control and any failure to so assign or accept and perform shall be a breach of this Agreement.  This Agreement has been executed and delivered in the State of Connecticut, and its validity, interpretation, performance, and enforcement shall be governed by the laws of said State.  This Agreement contains the entire understanding between the parties hereto and supersedes any and all prior agreements, oral or written, on the subject matter hereof between the Company and Employee, but it is not intended to, and does not, limit any prior, present or future obligations of the Employee with respect to confidentiality, ownership of intellectual property and/or non-competition which are greater than those set forth herein, including those set forth in the (i) Merger Agreement dated as of October 5, 2007 among the Company, UNFI Merger Sub, Distribution Holdings, Inc., and Millbrook Distribution Services Inc. (the “Merger Parties”) and (ii) the Noncompetition and Nonsolicitation Agreement between the undersigned and certain of the Merger Parties.  For purposes of Section 3 of the Noncompetition and Nonsolicitation Agreement described above and for no other purpose, this Agreement shall be deemed to be an employment agreement between the Employee (referred to in the Noncompetition and Nonsolicitation Agreement as the “Stockholder”) and the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, intending the Agreement to become binding and effective as of the date and year first written above.

United Natural Foods, Inc.	Employee
/s/ Michael Funk	/s/ Robert A. Sigel
Michael Funk	Robert A. Sigel

6

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Michael S. Funk, certify that:

1. I have reviewed this report on Form 10-Q of United Natural Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Michael S. Funk                                

Michael S. Funk

Chief Executive Officer

March 6, 2008

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Mark E. Shamber, certify that:

1. I have reviewed this report on Form 10-Q of United Natural Foods, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Mark E. Shamber                                

Mark E. Shamber

Chief Financial Officer

March 6, 2008

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, in his capacity as the Chief Executive Officer of United Natural Foods, Inc., a Delaware corporation (the “Company”), hereby certifies that the Quarterly Report of the Company on Form 10-Q for the period ended January 26, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

/s/ Michael S. Funk                                           

Michael S. Funk

Chief Executive Officer

 March 6, 2008

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, in his capacity as the Chief Financial Officer of United Natural Foods, Inc., a Delaware corporation (the “Company”), hereby certifies that the Quarterly Report of the Company on Form 10-Q for the period ended January 26, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of the Company.

/s/ Mark E. Shamber                                

Mark E. Shamber

Chief Financial Officer

March 6, 2008

Note: A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.