0000899733-02-000051 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

This Agreement, dated December 17, 2001, is between Wild Oats Markets, Inc., a Delaware corporation (the "Company") and Edward F. Dunlap ("Executive").

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THIS IS A LEGAL DOCUMENT. YOU ARE ENCOURAGED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT. SEVERANCE AND RELEASE OF CLAIMS
Severance Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

This Severance Agreement and Release of Claims (the "Agreement") is between Wild Oats Markets, Inc. ("Company") and Mary Beth Lewis ("Employee").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores

This Amendment, dated as of December 21, 2001, is between Wild Oats Markets, Inc., a Delaware corporation (the "Company") and Bruce Bowman ("Executive").

AMENDMENT TO SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
Severance Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores

This Amendment to Severance Agreement and Release of Claims is between Wild Oats Markets, Inc. (the "Company") and Mary Beth Lewis ("Employee").

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores

This Amendment No. 3 to Amended and Restated Credit Agreement (this "Amendment") is entered into with reference to the Amended and Restated Credit Agreement dated as of August 1, 2000 (the "Credit Agreement") among Wild Oats Markets, Inc. ("Borrower"), the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise stated.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT by and between Wild Oats Markets, Inc. (the "Company") and Perry D. Odak (the "Executive") is dated December 28, 2001.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores • Delaware

This Amendment No. 1 to Rights Agreement, dated as of February 26, 2002 (this "Amendment"), amends that certain Rights Agreement, dated as of May 22, 1998 (the "Original Agreement"), entered into between Wild Oats Markets, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A., as successor in interest to Norwest Bank Minneapolis, N.A. (the "Rights Agent").

THIS IS A LEGAL DOCUMENT. YOU ARE ENCOURAGED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT. SEVERANCE AGREEMENT AND RELEASE OF CLAIMS
Severance Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores • Colorado

This Severance Agreement and Release of Claims (the "Agreement") is between Wild Oats Markets, Inc. ("Company") and James W. Lee ("Employee").

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 27th, 2002 • Wild Oats Markets Inc • Retail-convenience stores

This Amendment No. 2 to Amended and Restated Credit Agreement (this "Amendment") is entered into with reference to the Amended and Restated Credit Agreement dated as of August 1, 2000 (as heretofore amended, the "Credit Agreement") among Wild Oats Markets, Inc. ("Borrower"), the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Section references herein relate to the Credit Agreement unless otherwise stated.

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