Natural Grocers by Vitamin Cottage, Inc. (Form: S-1/A, Received: 06/29/2012 15:30:39)

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As filed with the Securities and Exchange Commission on June 29, 2012

Registration No. 333-182186

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		5411 (Primary Standard Industrial Classification Code Number)		45-5034161 (I.R.S. Employer Identification Number)

12612 West Alameda Parkway
Lakewood, Colorado 80228
(303) 986-4600
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Kemper Isely
Natural Grocers by Vitamin Cottage, Inc.
12612 West Alameda Parkway
Lakewood, Colorado 80228
(303) 986-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Holland & Hart LLP 555 17th Street, Suite 3200 Denver, Colorado 80202 (303) 295-8000 Attn: Lucy Schlauch Stark Attn: Scott A. Berdan		King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 (404) 572-4600 Attn: John J. Kelley III Attn: Keith M. Townsend

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 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 the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)



Common Stock, $0.001 par value per share	$115,000,000	$13,179*

(1): Includes shares to be sold upon exercise of the underwriters' overallotment option. See "Underwriting."
(2): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3): Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
*: Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-1 (File No. 333-182186) and no changes or additions are being made hereby to the preliminary prospectus which forms a part of the Registration Statement. Accordingly, the preliminary prospectus has been omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the FINRA filing fee and the NYSE filing fee, the amounts set forth below are estimates.


SEC registration fee	$	13,179
FINRA filing fee		12,000
NYSE listing fee		125,000
Printing and engraving expenses		334,000
Accounting fees and expenses		550,000
Legal fees and expenses		1,300,000
Transfer agent and registrar fees		15,000
Miscellaneous		55,000

Total	$	2,404,179

Item 14. Indemnification of Directors and Officers.

Prior to the consummation of this offering, we intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant's bylaws, as in effect upon the consummation of the offering, will provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's certificate of incorporation, as in effect upon the consummation of the offering, will provide for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other

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wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.

Item 15. Recent Sales of Unregistered Securities.

In the three years preceding the filing of this Registration Statement, the Registrant has issued and sold the following unregistered securities:

Pursuant to the Registrant's employment agreement with Sandra Buffa, our Chief Financial Officer, the Registrant will issue shares of its common stock to Ms. Buffa immediately following the consummation of the offering, at the public offering price, as consideration for services provided by Ms. Buffa since her employment with the Registrant commenced in 2008 as described in "The Reorganization." The issuance of securities to Ms. Buffa will be made in reliance upon Section 4(2) of the Securities Act, as amended, and will not involve any underwriters, underwriting discounts or commissions, or any public offering. Ms. Buffa has represented her intention to acquire these securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to any share certificates issued.

In connection with and immediately prior to the consummation of the Registrant's initial public offering, the Registrant will issue shares of its common stock to the minority members of BVC, as consideration for their contribution of equity interests in BVC to the Registrant, as described in "The Reorganization." This issuance of the Registrant's common stock will be made in reliance upon Section 4(2) of the Securities Act, as amended, and will not involve any underwriters, underwriting discounts or commissions, or any public offering. The persons and entities who will receive such securities have represented their intention to acquire these securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends will be affixed to any share certificates issued.

Item 16. Exhibits and Financial Statement Schedules.

(a): The following documents are filed as exhibits to this registration statement:

		Exhibit No.			Description

			1.1*		Form of Underwriting Agreement
			2.1		Limited Liability Company Interest Purchase and Contribution Agreement between Vitamins, Inc., Howard & Forey, Inc., Natural Grocers by Vitamin Cottage, Inc. and Vitamin Cottage Natural Food Markets, Inc. dated June 14, 2012
			3.1*		Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering
			3.2*		Form of Amended and Restated Bylaws, to be in effect upon completion of this offering
			4.1		Reference is made to Exhibits 3.1 and 3.2
			4.2*		Specimen Common Stock Certificate
			4.3*		Registration Rights Agreement
			5.1		Form of opinion of Holland & Hart LLP as to the legality of the securities being registered

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		Exhibit No.			Description

			10.1		Amended and Restated Employment Agreement by and between Vitamin Cottage Natural Food Markets, Inc., Natural Grocers by Vitamin Cottage, Inc. and Sandra M. Buffa, dated June 26, 2012
			10.2		Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders Party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated September 29, 2006
			10.3		First Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated November 2, 2006
			10.4		Second Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated December 13, 2006
			10.5		Third Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc. the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 26, 2007
			10.6		Fourth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated November 30, 2008
			10.7		Fifth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2009
			10.8		Sixth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2010
			10.9		Seventh Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated December 21, 2010
			10.10		Eighth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated May 13, 2011
			10.11		Ninth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated July 11, 2011
			10.12		Tenth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated January 26, 2012
			10.13		Subordination Agreement by and among Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated September 29, 2006
			10.14		First Amendment to Subordination Agreement by and between Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated June 26, 2007
			10.15		Amended and Restated Promissory Note by Vitamin Cottage Natural Food Markets, Inc., for the benefit of JPMorgan Chase Bank, N.A., as Lender, dated December 21, 2010
			10.16*		Form of Omnibus Incentive Plan
			10.17		Summary of Compensation Arrangements for Non-Employee Directors

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		Exhibit No.			Description

			10.18		Form of Indemnification Agreement
			10.19		Shopping Center Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated January 1, 2010
			10.20		Ground lease by and between 3801 East Second Avenue, LLC and Vitamin Cottage Natural Food Markets, Inc., dated March 1, 2001
			10.21		Commercial Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006
			10.22		Sublease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006
			10.23		Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated September 1, 2011
			10.24		Lease by and between Chalet Properties, LLC and Boulder Vitamin Cottage Group, LLC, dated July 1, 2011
			10.25		Lease by and between Isely Family Land Trust, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012
			10.26		Lease by and between Chalet Properties, Austin, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012
			10.27		Building Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated December 8, 2010
			10.28		Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated May 20, 2008 ^#
			10.29		Addendum A to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated February 27, 2009 ^#
			10.30		Agreement Addendum to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated March 10, 2012 ^#
			10.31		Third Amendment to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated June 3, 2012 ^#
			21.1*		List of subsidiaries
			23.1†		Consent of KPMG LLP
			23.2*		Consent of Holland & Hart LLP (contained in Exhibit 5.1)
			24.1†		Powers of Attorney (included on the signature page)
			99.1†		Confidential Submission No. 1 submitted to the Securities and Exchange Commission on April 25, 2012
			99.2†		Confidential Submission No. 2 submitted to the Securities and Exchange Commission on May 31, 2012

*: To be filed by amendment
†: Previously filed
^#: Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment

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Item 17. Undertakings.

The undersigned registrant hereby undertakes that:

(1): The undersigned will provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(2): For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, shall be deemed to be part of this registration statement as of the time it was declared effective.
(3): For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(4): For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5): For the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on June 29, 2012.


		Natural Grocers by Vitamin Cottage, Inc.
		By:		/s/ KEMPER ISELY Kemper Isely, Its Co-President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name		Title	Date


/s/ KEMPER ISELY Kemper Isely		(Principal Executive Officer, Co-President, Director)	June 29, 2012
/s/ SANDRA BUFFA Sandra Buffa		(Principal Financial and Accounting Officer)	June 29, 2012
/s/ ZEPHYR ISELY Zephyr Isely		Director	June 29, 2012
* Heather Isely		Director	June 29, 2012
/s/ ELIZABETH ISELY Elizabeth Isely		Director	June 29, 2012
*By:	/s/ KEMPER ISELY Kemper Isely, attorney-in-fact

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EXHIBIT INDEX

		Exhibit No.			Description

			1.1*		Form of Underwriting Agreement
			2.1		Limited Liability Company Interest Purchase and Contribution Agreement between Vitamins, Inc., Howard & Forey, Inc., Natural Grocers by Vitamin Cottage, Inc. and Vitamin Cottage Natural Food Markets, Inc. dated June 14, 2012
			3.1*		Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering
			3.2*		Form of Amended and Restated Bylaws, to be in effect upon completion of this offering
			4.1		Reference is made to Exhibits 3.1 and 3.2
			4.2*		Specimen Common Stock Certificate
			4.3*		Registration Rights Agreement
			5.1		Form of opinion of Holland & Hart LLP as to the legality of the securities being registered
			10.1		Amended and Restated Employment Agreement by and between Vitamin Cottage Natural Food Markets, Inc., Natural Grocers by Vitamin Cottage, Inc. and Sandra M. Buffa, dated June 26, 2012
			10.2		Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders Party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, dated September 29, 2006
			10.3		First Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated November 2, 2006
			10.4		Second Amendment to Credit Agreement by and among Vitamin Cottage Natural Food Markets, Inc. and JPMorgan Chase Bank, N.A., dated December 13, 2006
			10.5		Third Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc. the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 26, 2007
			10.6		Fourth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated November 30, 2008
			10.7		Fifth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2009
			10.8		Sixth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated June 30, 2010
			10.9		Seventh Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated December 21, 2010
			10.10		Eighth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated May 13, 2011
			10.11		Ninth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated July 11, 2011

		Exhibit No.			Description

			10.12		Tenth Amendment to Credit Agreement among Vitamin Cottage Natural Food Markets, Inc., the Lenders under the Credit Agreement and JPMorgan Chase Bank, N.A., as Lender and Administrative Agent, dated January 26, 2012
			10.13		Subordination Agreement by and among Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated September 29, 2006
			10.14		First Amendment to Subordination Agreement by and between Vitamin Cottage Two Ltd. Liability Company, and Vitamin Cottage Natural Food Markets, Inc., in favor of JPMorgan Chase Bank, N.A., as administrative agent, dated June 26, 2007
			10.15		Amended and Restated Promissory Note by Vitamin Cottage Natural Food Markets, Inc., for the benefit of JPMorgan Chase Bank, N.A., as Lender, dated December 21, 2010
			10.16*		Form of Omnibus Incentive Plan
			10.17		Summary of Compensation Arrangements for Non-Employee Directors
			10.18		Form of Indemnification Agreement
			10.19		Shopping Center Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated January 1, 2010
			10.20		Ground lease by and between 3801 East Second Avenue, LLC and Vitamin Cottage Natural Food Markets, Inc., dated March 1, 2001
			10.21		Commercial Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006
			10.22		Sublease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated June 1, 2006
			10.23		Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated September 1, 2011
			10.24		Lease by and between Chalet Properties, LLC and Boulder Vitamin Cottage Group, LLC, dated July 1, 2011
			10.25		Lease by and between Isely Family Land Trust, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012
			10.26		Lease by and between Chalet Properties, Austin, LLC and Vitamin Cottage Natural Food Markets, Inc., dated February 29, 2012
			10.27		Building Lease by and between Chalet Properties, LLC and Vitamin Cottage Natural Food Markets, Inc., dated December 8, 2010
			10.28		Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated May 20, 2008 ^#
			10.29		Addendum A to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated February 27, 2009 ^#
			10.30		Agreement Addendum to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated March 10, 2012 ^#
			10.31		Third Amendment to Distribution Agreement between United Natural Foods, Inc. and Vitamin Cottage Natural Food Markets, Inc., dated June 3, 2012 ^#
			21.1*		List of subsidiaries
			23.1†		Consent of KPMG LLP

		Exhibit No.			Description

			23.2*		Consent of Holland & Hart LLP (contained in Exhibit 5.1)
			24.1†		Powers of Attorney (included on the signature page)
			99.1†		Confidential Submission No. 1 submitted to the Securities and Exchange Commission on April 25, 2012
			99.2†		Confidential Submission No. 2 submitted to the Securities and Exchange Commission on May 31, 2012

*: To be filed by amendment
†: Previously filed
^#: Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Item 14. Indemnification of Directors and Officers.

Item 15. Recent Sales of Unregistered Securities.

Item 16. Exhibits and Financial Statement Schedules.

Item 17. Undertakings.

SIGNATURES
EXHIBIT INDEX

Exhibit 2.1

Execution Version

LIMITED LIABILITY COMPANY INTEREST PURCHASE
AND CONTRIBUTION AGREEMENT

This LIMITED LIABILITY COMPANY INTEREST PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 14, 2012 (this “ Agreement ”), is entered into among Vitamins, Inc., a Colorado corporation (“ Vitamins ”), Howard & Forey, Inc., a Colorado corporation (“ Forey ”, and together with Vitamins, the “ Sellers ” and each individually, a “ Seller ”), Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “ Buyer ”) and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “ Operating Entity ”).

RECITALS

A. The Sellers collectively own 45% of the issued and outstanding membership interests (the “ Interests ”) of Boulder Vitamin Cottage Group, LLC, a Colorado limited liability company (the “ Company ”), in the percentages set forth in column A of the attached Exhibit A .

B. The remaining 55% of the issued and outstanding membership interests of the Company are owned by the Operating Entity. For accounting purposes, the Company is a consolidated subsidiary of the Operating Entity.

C. The Sellers desire to sell to the Buyer, and the Buyer desires to acquire from the Sellers, 50% of the Interests (the “ Purchased Interests ”), for cash, on the terms and conditions set forth in this Agreement.

D. Simultaneous with the purchase of the Purchased Interest, each Seller will contribute to the capital of Buyer their remaining respective Interests (the “ Contributed Interests ”) in exchange for newly issued shares of the Buyer’s common stock, $0.001 par value per share (“ Buyer Common Stock ”) in the relative amounts as determined in accordance with Section 1.2 hereof (the “ Consideration Shares ”), on the terms and conditions set forth in this Agreement.

E. Simultaneous with the purchase of the Purchased Interests and the issuance of the Consideration Shares to the Sellers in exchange for the Contributed Interests, and as part of the same plan of exchange, the Buyer and the Operating Entity shall enter additional agreements and consummate additional transactions (together, the “ Reorganization ”), the completion of each of which shall be a condition to the closing of the transactions described in this Agreement. The Reorganization shall include the following transactions:

(a) Prior to the Closing, a statutory merger or similar transaction in which the Buyer will become the holder of 100% of the outstanding capital stock of the Operating Entity, and the existing shareholders of the Operating Entity will receive shares of Buyer Common Stock (the “ Delaware Merger ”); and

(b) Immediately following the Closing, the Buyer will consummate an initial public offering of Buyer Common Stock (the “ IPO ”), which will involve the filing of a registration statement with the Securities and Exchange Commission (the “ SEC ”).

F. It is intended that the transactions contemplated hereby, together with the Reorganization, shall qualify for tax treatment under Section 351 of the United States Internal Revenue Code of 1986, as amended (the “ Code ”) in the event the control requirement set forth in Section 351(a) is satisfied.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I
PURCHASE, SALE AND CONTRIBUTION

Section 1.1 Purchase and Sale of the Purchased Interests . Upon the terms and subject to the conditions of this Agreement, at the Closing, each of the Sellers shall sell, convey, transfer and assign to the Buyer, and the Buyer shall purchase and acquire all right, title and interest in and to the Purchased Interests, free and clear of any charge, limitation, condition, mortgage, lien, security interest, adverse claim, encumbrance or restriction of any kind (other than general restrictions on transfer imposed under the Company’s operating agreement and as may otherwise be imposed under federal and state securities Laws) (collectively, “ Encumbrances ”) for an amount of cash to each Seller (“ Cash Payment ”), which amount shall be delivered by the Buyer to such Seller at the Closing in accordance with Section 1.6 , equal to the product of:

[([C ÷ (1- (A x B) * 0.5)] – C)*D*E]

Where:

A = 16.5%.

B = 45%.

C = The number of shares of Buyer Common Stock outstanding at the Closing without taking into account the shares to be issued in connection with the IPO or issued to the Sellers in connection with this Agreement (i.e., following the Delaware Merger, but prior to any other issuances of equity to be made in connection with the IPO).

D = The Pro Rata Percentage.

E = The Per Share IPO Price.

For purposes of this Agreement, the following terms will have the meanings set forth below:

“ Per Share IPO Price ” means the price per share of the Buyer Common Stock sold to the public in the IPO as set forth in the final prospectus contained in the final, effective registration statement on Form S-1 to be filed by the Buyer with the SEC in connection with the IPO, disregarding any underwriters’ discount or commission.

“ Pro Rata Percentage ” means, (a) with respect to Vitamins, 33.33%, and (b) with respect to Forey, 66.67%.

Section 1.2 Contribution and Subscription . Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall contribute such Seller’s Contributed Interests to the Buyer in exchange for a number of shares of Buyer Common Stock to be issued to each Seller at the Closing in accordance with Section 1.6 (in the aggregate, such shares constitute the “ Consideration Shares ”) equal to the product of:

[([C ÷ (1- (A x B)*0.5)] – C)*D]

Where A, B, C, and D have the meanings ascribed to them in Section 1.1.

Section 1.3 Issuance of Consideration Shares . The Consideration Shares shall be issued in book entry form by the Company’s transfer agent at the Closing and will be endorsed with a restrictive legend, as further described in Article IV of this Agreement.

Section 1.4 Income Tax Treatment of the Transactions . It is intended that the following transactions are part of the same common plan, which are occurring simultaneously, and, subject to satisfaction of the control requirements set forth in Section 351(a) of the Code, will be treated as an exchange qualifying under Section 351 of the Code: (a) the purchase and sale of the Purchased Interests pursuant to this Agreement, (b) the transfer of the Contributed Interests by the Sellers in exchange for Buyer Common Stock pursuant to this Agreement; (c) the Delaware Merger; and (d) the issuance of Buyer Common Stock for cash in the IPO. Subject to Buyer’s permitted actions as described in the proviso in the first sentence of Section 4.8, all of the parties to this Agreement agree to report the transactions described above to all any applicable state or federal taxing authorities, for all purposes, consistently with the foregoing.

Section 1.5 Closing . The sale, purchase and contribution of the Interests shall take place immediately prior to, but contingent upon, the consummation of the IPO at a closing (the “ Closing ”) to be held at the offices of Holland & Hart LLP, 555 17th Street, Suite 3200, Denver, Colorado 80202, on the Closing Date (as defined below), or at such other place or at such other time or on such other date as the Sellers and the Buyer mutually may agree in writing. The “ Closing Date ” shall be the date of the closing of IPO.

Section 1.6 Deliveries at the Closing . Subject to the terms and conditions of this Agreement, at the Closing, the appropriate party shall deliver or cause to be delivered the following:

(a) The Buyer shall deliver to each of the Sellers: (i) such Seller’s Pro Rata Percentage of the Cash Payment by wire transfer of immediately available funds to an account or accounts designated by the Sellers; (ii) evidence reasonably satisfactory to such Seller that such Seller’s Pro Rata Percentage of the shares of Buyer Common Stock constituting the Consideration Shares have been issued in book-entry form in the name of such Seller in accordance with Section 1.2 , and (iii) a certificate executed by the Chief Financial Officers of the Buyer and Operating Entity certifying that each of the conditions specified in subsections (a) and (b) in Section 5.3 has been satisfied.

(b) The Sellers shall deliver to the Buyer (i) an Assignment of Limited Liability Company Membership Interests relating to the Contributed Interests and the Purchased Interests, executed by each of the Sellers in a form reasonably acceptable to the Sellers and the Buyer, and (ii) a certificate executed by duly authorized officer of each of the Sellers certifying that each of the conditions specified in subsections (a) and (b) in Section 5.2 has been satisfied.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers, severally and not jointly, hereby represent and warrant to the Buyer as follows:

Section 2.1 Authority . Each Seller has full corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by each Seller and is legal, valid, binding and enforceable upon and against such Seller, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or any other federal, state or local statute, law, regulation, order, injunction or decree (“ Law ”) of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and has full corporate power and authority to own, lease and operate its properties and to carry on its business. Each Seller has taken all corporate action required in order to authorize such Seller to enter into this Agreement.

Section 2.2 No Conflict; Required Filings and Consents . The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby do not and will not (a) violate any provision of the certificate of incorporation or bylaws of each Seller; (b) violate any Law applicable to such Seller; or (c) require any Seller to (i) obtain any consent or approval of, (ii) make any registration or filing with, or (iii) give any notice to, any federal, state or local governmental authority or any agency or instrumentality thereof (a “ Governmental Authority ”).

Section 2.3 Interests . Each Seller is the record and beneficial owner of the Interests set forth beside such Seller’s name on Exhibit A, free and clear of all Encumbrances. Each Seller has the right, authority and power to sell, assign and transfer the Interests to the Buyer. Upon delivery to the Buyer of assignments relating to the Interests at the Closing and the Buyer’s issuance of the Consideration Shares, the Buyer shall acquire good, valid and marketable title to the Interests, free and clear of any Encumbrance.

Section 2.4 Brokers . No broker, finder or agent will have any claim against the Buyer or the Company for any fees or commissions in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of a Seller.

Section 2.5 Disclosure . To the knowledge of the Sellers, none of the representations or warranties of the Sellers contained in this Agreement or any related schedule contains any

untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.

Section 2.6 Purchase of Stock .

(a) Each Seller is an “ accredited investor ” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “ Securities Act ”). Each Seller understands that the Buyer will rely upon the exemptions provided by the Securities Act, Regulation D thereunder and various state securities laws and will rely on the representations and warranties of such Seller contained herein for purposes of such determination. Each Seller acknowledges that the shares of Buyer Common Stock have not been registered under the Securities Act, or any state securities laws, and that the shares of Buyer Common Stock may not be transferred or sold except pursuant to a registration statement filed in accordance with the Securities Act or pursuant to any applicable exemption therefrom under the Securities Act and state securities laws.

(b) Each Seller is acquiring Consideration Shares for Seller’s own account for investment, and not with a view to, or for sale in connection with, any distribution of the Consideration Shares, and not with any present intention of selling, offering to sell, or otherwise disposing of the Consideration Shares in any transaction other than a transaction exempt from registration under the Securities Act. The entire legal and beneficial interest in the Consideration Shares will be purchased and held for Seller’s account only and neither in whole or in part for any other person. Neither Seller was formed for the specific purpose of acquiring the Consideration Shares.

(c) Each Seller has such knowledge of the Buyer, the Operating Entity, and their respective business and such experience in financial and business matters to enable it to evaluate the merits and risks of an investment in Buyer Common Stock. Each Seller has made an informed investment decision with respect to the shares of Buyer Common Stock to be acquired pursuant to this Agreement. Each Seller understands that there can be no assurance as to the federal or state tax result of an investment in Buyer Common Stock. Each Seller understands that no state or federal governmental authority has made any finding or determination relating to the fairness of an investment in Buyer Common Stock and no state or federal governmental authority has recommended or endorsed or will recommend or endorse an investment in Buyer Common Stock. Each Seller understands that there has been no public market for Buyer Common Stock and there can be no assurances that such a market will develop. Each Seller understands that the transferability of the Consideration Shares will be restricted under terms of the Lock Up Agreement executed by Sellers in connection with the IPO (as contemplated by Section 4.4 ).

(d) Seller acknowledges that the certificates evidencing the Consideration Shares will be endorsed with a legend substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION

WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER
AND THE OPERATING ENTITY

Each of the Buyer and the Operating Entity, jointly and severally, hereby represent and warrant to the Sellers as follows:

Section 3.1 Organization . Each of the Buyer and the Operating Entity is a corporation duly organized, validly existing and in good standing under the laws of Delaware, and has full corporate power and authority to own, lease and operate its properties and to carry on its business. Each of the Buyer and the Operating Entity is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties or the nature of its business makes such qualification or licensing necessary, except as individually or in the aggregate, (a) would not have a material adverse effect on the business, properties, financial condition, results of operations of the Buyer and the Operating Entity, or (b) would not reasonably be expected to prevent or materially delay the timely consummation of the IPO (a “ Buyer Material Adverse Effect ”).

Section 3.2 Authority; Authorization . Each of the Buyer and the Operating Entity has full corporate power and authority to execute, deliver and perform its obligations under this Agreement. Each of the Buyer and the Operating Entity has taken all corporate action required in order to authorize the Buyer and the Operating Entity, respectively, to enter into this Agreement and, in the case of the Buyer, issue the Consideration Shares at the Closing. All actions required by each of the Buyer and the Operating Entity in connection with the execution, delivery, and performance under this Agreement and, in the case of the Buyer, the issuance of the Consideration Shares has been taken or will be taken prior to the Closing. This Agreement has been duly executed and delivered by each of the Buyer and the Operating Entity and is legal, valid, binding and enforceable upon and against each of the Buyer and the Operating Entity, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or any other Law of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Section 3.3 No Conflict; Required Filings and Consents . The execution, delivery and performance by each of the Buyer and the Operating Entity of this Agreement and the consummation by each of the Buyer and the Operating Entity of the transactions contemplated hereby do not and will not (a) violate any provision of the certificate of incorporation or bylaws of the Buyer, the articles of incorporation or bylaws of the Operating Entity, or the articles of organization or the operating agreement of the Company; (b) violate any Law applicable to the Buyer, the Operating Entity, or the Company; (c) conflict with, create a breach or default under, require any consent of or notice to or give to any third party any right of modification,

acceleration or cancellation, or result in the creation of any lien, security interest, charge or encumbrance upon any property or right of the Buyer, the Operating Entity, or the Company pursuant to, any contract, agreement, license, permit or other instrument to which the Buyer, the Operating Entity, or the Company is a party or by which the Buyer, the Operating Entity, the Company or any of the Buyer’s, the Operating Entity’s or the Company’s properties, assets or rights may be bound, affected or benefited; or (d) require the Buyer, the Operating Entity, or the Company to (i) obtain any consent or approval of, (ii) make any registration or filing with, or (iii) give any notice to, any Governmental Authority or any third party.

Section 3.4 Capitalization . Schedule 3.4 sets forth a true and complete list of the authorized and outstanding capital stock of Buyer and the Operating Entity as of the date of this Agreement. All of the Buyer’s and the Operating Entity’s issued and outstanding capital stock is validly issued, fully paid and nonassessable. Except for the agreements relating to the Permitted Issuances, there are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any kind relating to the capital stock of the Buyer or the Operating Entity or obligating the Buyer or the Operating Entity to issue or sell any shares of capital stock of, or any other interest in, the Buyer or the Operating Entity, as applicable. “ Permitted Issuances ” means each of the following issuances: (a) the issuance of shares of Buyer Common Stock to the existing shareholders of the Operating Entity in connection with the Delaware Merger in proportion with such existing shareholders’ pro rata ownership percentage of the Operating Entity immediately prior to the consummation of the Delaware Merger, (b) the issuance of Buyer Common Stock to the Sellers in exchange for the Contributed Interest as contemplated under this Agreement, and (c) the issuance of Buyer Common Stock (or other securities convertible into Buyer Common Stock) set forth on Schedule 3.4 under the heading “Obligations to Issue Capital Stock.”

Section 3.5 Valid Issuance of Shares . The Consideration Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than under applicable state and federal securities laws and the Lock Up Agreement. Assuming the accuracy of the representations of the Sellers in this Agreement, the Consideration Shares will be issued in compliance with all applicable federal and state securities laws.

Section 3.6 Financial Statements .

(a) True and complete copies of the audited consolidated balance sheet of the Operating Entity as at September 30, 2009, September 30, 2010, September 30, 2011, and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Operating Entity, together with all related notes and schedules thereto, accompanied by the reports thereon of the Operating Entity’s independent auditors (collectively referred to as the “ Financial Statements ”) and the unaudited consolidated balance sheet of the Operating Entity as at March 31, 2012 (the “ Balance Sheet ”), and the related statements of income and changes in financial position of the Operating Entity (the “ Interim Financial Statements ”) are included in the Private Placement Memorandum delivered to Sellers as of June 1, 2012 (the “PPM”). Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Operating Entity, (ii) have been prepared in

accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the Interim Financial Statements, for the lack of footnotes, statements of retained earnings and stockholders’ equity, and year-end adjustments), and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Operating Entity as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material.

(b) The books of account and financial records of the Operating Entity are true and correct and have been prepared and are maintained in accordance with sound accounting practice.

Section 3.7 Absence of Undisclosed Liabilities .

(a) Except as and to the extent adequately accrued or reserved against in the Balance Sheet, the Operating Entity does not have any liability or obligation required by GAAP to be reflected on a balance sheet of the Operating Entity, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet that are not, individually or in the aggregate, material to the Operating Entity.

(b) As of the date of this Agreement, the Buyer does not, and as of the Closing, the Buyer shall not, have any operations, employees, assets, liabilities or obligations, except for the membership interests of the Company and shares of the Operating Entity.

Section 3.8 Absence of Certain Changes or Events . Since the date of the Interim Financial Statements and except as incurred in connection with the IPO or described in the PPM: (a) each of the Buyer and the Operating Entity have conducted their respective businesses only in the ordinary course consistent with past practice; (b) no event or development has had or is reasonably likely to have a Buyer Material Adverse Effect; (c) neither the Buyer nor the Operating Entity has suffered any loss, damage, destruction or other casualty affecting any of its material properties or assets, whether or not covered by insurance.

Section 3.9 Brokers . No broker, finder or agent will have any claim against a Seller for any fees or commissions in connection with the transactions contemplated by this Agreement based on arrangements made by or on behalf of the Buyer, the Operating Entity or the Company.

Section 3.10 Disclosure . None of the representations or warranties of the Buyer or the Operating Entity contained in this Agreement or any related schedule, certificate or other document contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.

ARTICLE IV
COVENANTS

Section 4.1 Notification of Certain Matters . Each Party shall give prompt written notice to the other Party of (i) the occurrence or non-occurrence of any event that would render any representation or warranty of such Party herein, if made on or immediately following the date of such event, untrue or inaccurate, including any change required with respect to the

Schedules hereto; (ii) any breach of any covenant set forth in this Agreement; (iii) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the consummation of the transactions contemplated by this Agreement; or (iv) any action or proceeding pending or threatened in connection with the transactions contemplated by this Agreement. No such notice shall be deemed to cure any breach of any representation or warranty made in this Agreement or have any effect for purposes of determining the satisfaction of the conditions set forth in Section 5.2 or Section 5.3 .

Section 4.2 Confidentiality . Until the Closing Date, each Seller shall, and shall cause its Affiliates and representatives to, keep confidential, disclose only to its Affiliates or representatives and use only in connection with the transactions contemplated by this Agreement all information and data obtained by them from the Buyer or its Affiliates or representatives relating to such Buyer or its Affiliates or the transactions contemplated hereby (other than information or data that is or becomes available to the public other than as a result of a breach of this Section), unless disclosure of such information or data is required by applicable Law.

Section 4.3 Further Assurances . Each Party, at their sole cost and expense and without expense to the other Parties, shall from time to time do such further acts and execute and deliver such further documents regarding its obligations hereunder as may be required solely for the purpose of (i) accomplishing the purposes of this Agreement or (ii) assuring and confirming unto the other Parties the validity of any documents of conveyance to be delivered at Closing. In addition, the Sellers will furnish to the Buyer in writing such information as the Buyer may reasonably require and which is customary in such transactions from such Seller, and otherwise reasonably cooperate with the Buyer in connection with any registration statement filed by the Buyer in connection with the IPO.

Section 4.4 IPO . Each Seller will execute an agreement with the managing underwriters involved in the IPO in which such Seller agrees that it will not, to the extent requested by such underwriters during the time period specified, effect any public sale or other distribution of any equity securities of the Buyer without the prior written consent of such underwriters; provided , however , that (i) all beneficial owners of 5% or more of the outstanding capital stock of the Buyer enter into similar agreements, (ii) such market stand-off time period shall not extend beyond 180 days following the date of the final prospectus, plus any customary “ booster-shot ” period, and (iii) any such market stand-off or lock-up agreements contains reasonable and customary exceptions.

Section 4.5 Conduct of Business .

(a) Until the earlier of the consummation of the IPO or the termination of this Agreement in accordance with Article VI, each of the Buyer and the Operating Entity shall, and shall cause the Company to (except in connection with the IPO or to the extent that the Sellers shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned) conduct its business diligently in the ordinary course consistent with past practice, pay its debts when due and pay its taxes when due, pay or perform its other obligations when due and to use all commercially reasonable efforts to (i) maintain in full effect any permits or licenses that are reasonably necessary to the operation of the business, (ii) keep and maintain the

assets used in its business in good operating condition, and (iii) repair, and preserve the goodwill of the suppliers, contractors, licensors, employees, and customers.

(b) Without limiting the generality of the foregoing, until the earlier of the consummation of the IPO or the termination of this Agreement in accordance with Article VI, without the written consent of the Sellers, each of the Buyer and the Operating Entity agrees not to, and shall ensure that the Company does not (i) except for the securities issued in connection with the Permitted Issuance, authorize for issuance, issue, sell or deliver (a) any equity or voting interest in either of the Buyer or the Operating Entity, or (b) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire either (x) any equity or voting interest in either of the Buyer or the Operating Entity, or (y) any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any equity or voting interest in either of the Buyer or the Operating Entity to any person or entity or (ii) make any amendments or other changes to the limited liability company operating agreement of the Company or any distributions and allocations of profit and loss of the Company made thereunder.

Section 4.6 Distributions; Allocations of Profit and Loss . Each of the Buyer and the Operating Entity shall cause the Company to, continue to make all distributions and allocations of profit and loss in accordance with the terms of the limited liability operating agreement of the Company consistent with past practice.

Section 4.7 Updates Regarding IPO . From the date of this Agreement until the earlier of the consummation of the IPO or the termination of this Agreement, each of the Buyer and the Operating Entity shall promptly furnish to the Sellers all information concerning the Reorganization, the IPO and the operations and finances of the Buyer and the Operating Entity as the Sellers may reasonably request.

Section 4.8 351 Exchange . From and after the date of this Agreement, the Buyer and the Operating Entity shall take all reasonable actions, and omit to take any action which it reasonably may omit, if such action or omission would cause the transactions contemplated hereby to fail to qualify as an exchange under Section 351 of the Code, provided, that the Buyer and the Buyer’s shareholders shall not (i) be required to limit subsequent sales of shares of Buyer Common Stock, notwithstanding that such sales result in a failure to satisfy the control requirement under Section 351(a) of the Code, (ii) be required to sell a greater number of shares of common stock in the IPO than is otherwise determined to be in the best interests of Buyer, notwithstanding that such sales may be necessary to satisfy the control requirement under Section 351(a) of the Code, or (iii) be required to limit the number of shares of common stock issued to the Buyer’s Chief Financial Officer as described in the PPM, notwithstanding that such issuances result in a failure to satisfy the control requirement under Section 351(a) of the Code Prior to December 31, 2012, the Buyer shall provide the Sellers with (x) computations of stock ownership necessary to determine whether the transactions contemplated by this Agreement (including the Reorganization and IPO) qualify as an exchange under Section 351 of the Code and (y) if the transactions qualify as an exchange under Section 351 of the Code, information necessary to satisfy reporting requirements in connection with such exchange.

ARTICLE V
CONDITIONS TO CLOSING

Section 5.1 Mutual Conditions . The obligations of the parties to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated or enforced any Law that would have the effect of making illegal or otherwise prohibiting or preventing the consummation of the IPO or the transactions contemplated by this Agreement.

(b) No Governmental Authority shall have issued or granted any order, judgment, injunction, edict, decree, ruling, assessment, stipulation, pronouncement, determination, decision, opinion, verdict, sentence, subpoena, writ, that is in effect and that has the effect of making illegal or otherwise prohibiting or preventing the consummation of the IPO or the transactions contemplated by this Agreement, nor shall any action or proceeding brought by a Governmental Authority seeking any of the foregoing be pending or threatened.

Section 5.2 Conditions to the Obligations of the Buyer . The obligations of the Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Buyer in its sole discretion:

(a) The representations and warranties of the Sellers contained herein (i) that are qualified by materiality shall be true and correct, and (ii) that are not qualified by materiality shall be true and correct in all material respects, in each case at and as of the Closing Date as if made at and as of such date (except for any such representations and warranties that are made as of a specified date, which shall be true and correct, or true and correct in all material respects, as the case may be, only as of such specified date), except, in each case, for changes therein expressly and specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Buyer.

(b) The Sellers shall have performed or complied with, in all material respects, all covenants, agreements and obligations required to be performed by Seller under this Agreement, at or prior to the Closing.

Section 5.3 Conditions to the Obligations of the Sellers . The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions, any of which may be waived in writing by the Sellers in their sole discretion:

(a) The representations and warranties of the Buyer contained herein (i) that are qualified by materiality shall be true and correct, and (ii) that are not qualified by materiality shall be true and correct in all material respects, in each case at and as of the Closing Date as if made at and as of such date (except for any such representations and warranties that are made as

of a specified date, which shall be true and correct, or true and correct in all material respects, as the case may be, only as of such specified date), except, in each case, for changes therein expressly and specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by the Sellers.

(b) The Buyer and the Operating Entity shall have performed or complied with, in all material respects, all covenants, agreements and obligations required to be performed by the Buyer and the Operating Entity under this Agreement, at or prior to the Closing.

ARTICLE VI
TERMINATION

Section 6.1 Termination . This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Buyer and the Sellers;

(b) by either the Sellers or the Buyer if the Closing shall not have occurred by December 31, 2012 (the “ Termination Date ”); or

(c) by either the Seller or the Buyer in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting or preventing the IPO or the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable.

The party seeking to terminate this Agreement pursuant to this Section 6.1 (other than Section 6.1(a) ) shall give prompt written notice of such termination to the other party.

Section 6.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 6.1 , this Agreement shall forthwith become void except (a) for the provisions of Sections 4.2 relating to confidentiality, Section 8.1 relating to fees and expenses, Section 8.4 relating to notices, Section 8.6 relating to third-party beneficiaries, Section 8.7 relating to governing law, and this Section 6.2 and (b) that nothing herein shall relieve any Party from liability for any breach of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

ARTICLE VII
GENERAL PROVISIONS

Section 7.1 Fees and Expenses . Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement and the transactions contemplated by this Agreement, as well as all fees and expenses associated with the IPO, shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated. At the Closing, the Buyer shall reimburse the Sellers up to a maximum of $75,000.00 of documented fees and expenses incurred by the Sellers in connection with the negotiation and performance of this Agreement and the transactions contemplated hereby. The

Sellers shall pay any income, capital gains or other tax incurred by the Sellers as a result of the consummation of the transactions contemplated by this Agreement.

Section 7.2 Amendment and Modification . This Agreement may not be amended, modified or supplemented, except by an instrument in writing signed on behalf of each party and otherwise as expressly set forth herein.

Section 7.3 Waiver . No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof. Any such waiver by a party shall be valid only if set forth in writing by such party.

Section 7.4 Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given if delivered personally or sent by facsimile, email, overnight courier or registered or certified mail, postage prepaid, to the address set forth on the signature pages hereto opposite the party to receive such notice, or to such other address as may be designated in writing by such party.

Section 7.5 Entire Agreement . This Agreement constitutes the entire agreement, and supersedes all prior written agreements, arrangements and understandings and all prior and contemporaneous oral agreements, arrangements and understandings between the parties with respect to the subject matter of this Agreement. No party to this Agreement shall have any legal obligation to enter into the transactions contemplated by this Agreement unless and until this Agreement shall have been executed and delivered by each of the parties.

Section 7.6 Third-Party Beneficiaries . Except as provided in Article VI, nothing in this Agreement shall confer upon any person other than the parties and their respective successors and permitted assigns any right of any nature.

Section 7.7 Governing Law . This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated by this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Colorado, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Colorado.

Section 7.8 Assignment; Successors . This Agreement may not be assigned by either party without the prior written consent of the other party, except that the Buyer may assign this Agreement to any of its Affiliates. Subject to the preceding sentence, this Agreement will be binding upon the parties and their respective successors and assigns.

Section 7.9 Definition of “Affiliate” . For the purposes of this Agreement, the term “Affiliate” shall mean any entity controlling, controlled by or under common control with the named party.

Section 7.10 Severability . If any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 7.11 Counterparts . This Agreement may be executed in counterparts, all of which shall be considered one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or other electronic means shall be deemed to be their original signatures for all purposes.

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IN WITNESS WHEREOF, the Sellers and the Buyer have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

SELLERS:			Address for Notices:

VITAMINS, INC., a Colorado corporation			15734 West 67 Place Arvada, Colorado 80007

By:	/s/ Kevin Forey
	Name:	Kevin Forey
	Title:	President

HOWARD & FOREY, INC., a Colorado corporation			Address for Notices:

			2606 Partridge Court Grand Junction, Colorado 81506
By:	/s/ Hayden S Howard
	Name:	Hayden S Howard
	Title:	President

BUYER:			Address for Notices:

NATURAL GROCERS BY VITAMIN COTTAGE, INC., a Delaware corporation			12612 W. Alameda Parkway Lakewood, CO 80228

By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

OPERATING ENTITY:			Address for Notices:

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation			12612 W. Alameda Parkway Lakewood, CO 80228


By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

Exhibit 5.1

[LETTERHEAD OF HOLLAND & HART LLP]

FORM OF OPINION – SUBJECT TO CHANGE

, 2012

Natural Grocers by Vitamin Cottage, Inc.

12612 West Alameda Parkway

Lakewood, Colorado 80228

Ladies and Gentlemen:

We have acted as counsel to Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “ Company ”), in connection with its registration statement on Form S-1 (File No. 333-182186), as amended (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) relating to the registration and proposed offering and sale of up to an aggregate of shares of the Company’s common stock, $0.001 par value per share (the “ Common Stock ”), of which shares (the “ Company Shares ”) are to be sold by the Company and of which shares (the “ Stockholder Shares ” and, collectively with the Company Shares, the “ Shares ”) are to be sold by the selling stockholders identified in the Registration Statement (the “ Selling Stockholders ”), to the underwriters (the “ Underwriters ”) pursuant to the terms of the Underwriting Agreement (as defined below). The Company Shares include shares of Common Stock that may be sold by the Company and the Stockholder Shares include shares of Common Stock that may be sold by the Selling Stockholders if the Underwriters exercise their option granted by the Company and the Selling Stockholders to purchase additional shares of Common Stock. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

As the basis for the opinion hereinafter expressed, we have examined such statutes, including the Delaware General Corporation Law, as amended (the “ DGCL ”), Company corporate records and documents, certificates of officers of the Company and public officials, and other instruments and documents as we deemed relevant or necessary for the purposes of the opinion set forth below, including the proposed form of Underwriting Agreement among the Company, the Selling Stockholders and the several Underwriters to be named therein or in a schedule thereto, for whom SunTrust Robinson Humphrey, Inc. and Piper Jaffray & Co. will act as representatives, included as Exhibit 1.1 to the Registration Statement (the “ Underwriting Agreement ”), the Registration Statement, the prospectus forming a part of the Registration Statement (the “ Prospectus ”), the Company’s Amended and Restated Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware as of a recent date, the Company’s Amended and Restated Bylaws, dated , 2012, and resolutions of the Board of Directors of the Company (the “ Board ”).

In making our examination, we have assumed (i) the legal capacity of all natural persons and that all signatures on documents examined by us are genuine; (ii) the authenticity of all

documents submitted to us as originals; (iii) the conformity with the original documents of all documents submitted to us as certified, electronic, conformed, or photostatic copies and the authenticity of the originals of all such documents; (iv) that each person signing in a representative capacity (other than on behalf of the Company) any document reviewed by us had authority to sign in such capacity; (v) that the obligations of parties other than the Company to the Underwriting Agreement are valid, binding and enforceable; (vi) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed; and (vii) the accuracy, completeness and authenticity of certificates of public officials. In connection with the opinion hereinafter expressed, we have assumed that all of the Shares will be offered and sold in the manner stated in the Prospectus and the Underwriting Agreement.

Based on the foregoing and on such legal considerations as we deem relevant, and subject to compliance with applicable state securities laws and to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents we have examined, we are of the opinion that following the (i) execution and delivery by the Company and the Selling Stockholders of the Underwriting Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Company Shares pursuant to the terms of the Underwriting Agreement, and (iv) receipt by the Company of the consideration for the Company Shares specified in the resolutions adopted by the Board and to be adopted by the Pricing Committee of the Board, the Shares will be validly issued, fully paid, and non-assessable.

We express no opinion other than as to the DGCL. We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Exhibit 10.1

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

AGREEMENT entered into as of the 26th day of June, 2012, by and between Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation with its principal place of business located at 12612 West Alameda Parkway in Lakewood, Colorado (the “Company”) and Sandra M. Buffa (“Executive”).

WHEREAS, the Company wishes to employ Executive as its Chief Financial Officer; and

WHEREAS, Executive desires to be employed by the Company for the purpose of serving as its Chief Financial Officer; and

WHEREAS, the Company and Executive desire to make the terms of Executive’s employment clear, by entering into this written employment agreement (the “Agreement”); and

WHEREAS, the parties intend for this Agreement to amend, restate and supersede the current agreement between the parties entered into as of June 2, 2008 (the “2008 Agreement”);

NOW, THEREFORE, in consideration of these premises, the Company and Executive hereby agree as follows:

SECTION I.
AGREEMENT OF THE PARTIES

The Company hereby employs Executive as its Chief Financial Officer. Executive accepts such employment, and agrees to apply her skill and experience to the performance of her duties and to the business affairs of the Company and its affiliates, and to serve these companies faithfully, diligently and to the best of her ability.

SECTION II.
TERM OF EMPLOYMENT

The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such employment, in each case, on the terms and conditions set forth in this Agreement. Notwithstanding anything herein to the contrary, Executive’s employment with the Company hereunder will be on an at-will basis. Except as otherwise provided by applicable law or Section IV, V, VII, VIII, IX, X, XI, and XII of this Agreement, Executive’s employment with the Company may be terminated by Executive or the Company at any time, for any reason or no reason, with or without cause, and with or without notice.

Executive’s tenure under this Agreement is governed by the terms hereof, and the Company’s obligation to pay compensation after Executive’s termination is strictly limited as provided in Sections IV, Voluntary Termination through XII, Other Obligations Upon Termination, and is contingent on Executive’s continued compliance with Sections XIII Confidentiality, XIV Intellectual Property, and XV Covenant Not to Compete, hereof.

SECTION III.
COMPENSATION

Executive shall be compensated as follows:

(a) The Company shall pay Executive compensation for services rendered at the current base annual salary rate of Three Hundred Fifteen Thousand Dollars ($315,000). Said salary shall be reviewed annually by the Company’s Board of Directors and may be changed by action of the Board. However, no increases are guaranteed and may be granted only in the sole discretion of the Board.

(b) Executive shall be eligible to participate in the Company’s annual and long term incentive compensation programs, subject to the terms and provisions of those plans as determined from time to time by the Board of Directors. The Company reserves the right to reasonably amend or terminate the incentive compensation programs at any time, but Executive shall not be adversely affected by any such amendment or termination with regard to long-term incentive awards granted pursuant to this Agreement.

(c) Subject to the provisions of Paragraph (b) of this Section III, Executive’s target annual bonus shall be 50 percent of base pay. The bonus shall be paid in quarterly installments, and will be paid if (i) the Company pays a bonus that quarter under its Company-wide incentive plan, and (ii) Executive satisfies individual performance criteria that quarter. Individual performance criteria shall include the timely and accurate production of various reports, timely filing of accurate reports that include financial statements and other financial information with the Securities and Exchange Commission and other regulatory agencies, and timely delivery of accurate financial information to banks and other third parties and to management. Bonuses shall be paid on a quarterly basis.

(d) Subject to the completion of an initial public offering of the Company (or any of its affiliates, in which case for purposes of this paragraph (d) such affiliate shall be considered to be the “Company”) (such initial public offering referred to as the “IPO”), Executive shall be entitled to three grants of restricted stock units (the “RSU Grants”) equivalent to a designated percentage (the “Percentage”) of the fully diluted shares of the Company, rounded to the nearest whole share and measured after the completion of the initial public offering and transactions related thereto, such as the recapitalization of Boulder Vitamin Cottage Group, LLC. For the avoidance of doubt, the Percentages specified below shall be recalculated or otherwise trued-up to take into account any right held by underwriters to acquire additional shares of the Company within a period of time (not to exceed 30 days) following the closing of an IPO.

(1) The first grant shall vest and be payable at the time of the completion of the IPO, and the Percentage of the first grant shall be four tenths of one percent (0.4%). The first grant (if vested and payable on completion of an IPO) shall be settled 75% in stock of the Company and 25% in cash. Notwithstanding the previous sentences, the first grant shall vest and be payable on the earlier of (i) the sale of outstanding shares by the shareholders of record as of June 2, 2008 to third

persons not related directly or indirectly to the Isely family, or (ii) the sale of the majority of assets of the Company to a third party not related directly or indirectly to the Isely family, if either such event occurs prior to an IPO.

(2) The second grant shall vest and be payable in three equal installments on the six, twelve and eighteen month anniversaries of the completion of the IPO. The Percentage of the second grant shall be four tenths of one percent (0.4%). The second grant shall be settled in stock of the Company.

(3) The third grant shall vest and be payable if the Company achieves capitalization of $300 million or more (which may occur before and is not contingent on the occurrence of the first two grants), and the Percentage of the third grant shall be four tenths of one percent (0.4%). The third grant may be settled in cash or stock of the Company, as specified in the award agreement; provided, however, the Executive may elect cash settlement only up to an amount necessary to satisfy Executive’s related tax obligations.

(e) Vesting of the three RSU Grants are further subject to Executive’s continuous employment with the Company at the vesting times specified above.

(f) Executive shall be entitled to participate in all standard employee benefit plans or programs (including the 401 (k) Plan, medical and dental insurance plans, vitamin bucks, and employee discounts) and to receive all benefits and perquisites that are made generally available by the Company to its employees. However, Executive may participate only if and to the extent permissible under those Company plans or programs, in accordance with the plan or program terms and provisions. The Company reserves the right to amend or terminate any of its employee benefit plans, programs and perquisites at any time.

(g) The Company will promptly reimburse Executive for reasonable business expenses for travel and entertainment on behalf of the Company or its affiliates, including expenses for approved meals, upon her submission of appropriate receipts and other substantiation of the expenses and business purposes as the Company customarily requires. Any cost or expenses for Executive’s personal automobile, club dues, home office equipment and other personal items is solely the responsibility of the Executive.

(h) Executive shall be eligible for personal time off of 25 days per year. Personal time is accumulated each month. No more than a total of 160 hours of personal time off can be accumulated at any time. Such personal time off shall be in addition to existing Company holidays offered to all of the Company’s employees as amended from time to time.

SECTION IV.
VOLUNTARY TERMINATION

Executive, upon giving ninety (90) days advance written notice to the Board of Directors of the Company, may terminate her employment under this Agreement. At any time after receipt of such notice, the Company may relieve Executive of her duties prior to the expiration of the

ninety (90) days, and in that case shall remain liable to Executive only for compensation as defined in Section III Paragraphs (a) through (g) for the remainder of the ninety (90) day notice period, subject to the provisions of Section XII. If Executive fails to provide ninety (90) days advance written notice, then all obligations to Executive for salary, benefits, payments or reimbursements (other than customary reimbursable business expenses pursuant to Section III (g)), including any compensation described in Section III Paragraphs (a)-(g), shall cease upon Executive’s resignation. Notwithstanding the provisions of this Section IV, in no event shall the Company fail to pay Executive for earned and vested incentive compensation under the annual and long term incentive plans Executive may participate in. Such vested and earned incentive compensation shall be paid under the terms and in the manner provided in these plans. In either case, the Company will comply with the provisions of any Company plan or program required by law, including the provisions of any tax qualified retirement plans maintained by the Company.

SECTION V.
TERMINATION

Executive’s employment hereunder may be terminated by either party at any time and for any or no reason; provided that Executive will be required to give the Company 90 days advance written notice of any resignation of Executive’s employment. Notwithstanding any other provision of this Agreement, the provisions of Sections VII, VIII, IX, X, XI, and XII shall exclusively govern Executive’s rights upon termination of employment with the Company and its affiliates.

SECTION VI.

[intentionally omitted]

SECTION VII.
DEATH DURING THE SEPARATION PERIOD

In the event that Executive dies during the Separation Period (defined in Section X), the Company shall continue to make separation payments to Executive’s estate or beneficiary for the remainder of the Separation Period. Executive shall not be entitled to any other salary, benefits, payments or reimbursements (other than customary reimbursable business expenses pursuant to Section III (g)), including any compensation described in Section III Paragraphs (a) - (g), except as may be required under the terms of any annual or long term incentive plan Executive may have participated in, any qualified retirement plan, or by law. If executive dies other than during the Separation Period, all obligations to Executive shall terminate on the last day of the month in which the death or inability to perform occurs.

SECTION VIII.
DISABILITY

If Executive terminates employment due to disability, she shall be entitled to benefits under disability plans maintained by the Company, if any, in accordance with their terms. Otherwise, the Company’s obligations under this Agreement shall cease, except as may be

required under the terms of any annual or long term incentive plan Executive may have participated in, the reimbursement of customary business expenses pursuant to Section III (g), any qualified retirement plan, or by law.

SECTION IX.
TERMINATION FOR CAUSE

The Company may terminate Executive’s employment hereunder at any time, immediately upon notice to Executive, for “cause”, whether or not involving the Company or its customers. For purposes of this Agreement, “cause” shall mean:

(a) the willful and continued failure by Executive to perform her material duties with respect to the Company or its affiliates;

(b) conviction of Executive, or the entering of a plea of nolo contendere by Executive with respect to having committed a felony;

(d) commercial use of the Company’s name, trademark(s), service mark(s) or trade name(s) and all variations thereof and marks or names similar thereto now or hereafter owned, licensed or used by the Company, other than in the ordinary course of her duties as an Executive of the Company;

(e) acts or omissions by Executive which are materially detrimental to the business of the Company, the Company’s interests and/or the Company’s reputation;

(f) failure of Executive to comply with all material terms and conditions of this Agreement (including, but not limited to, the restrictions contained in Sections XV and XVI hereof); or

(g) failure by Executive to comply with reasonable and lawful policies of the Company or failure to comply with directives, instructions or agenda of the Chief Executive Officer and/or President.

Such termination shall be effective upon receipt of the notice by Executive. The written notice shall state, in summary form, the Company’s reasons for the termination. In the event of a termination for cause pursuant to this Section, Executive shall not be entitled to any further salary, benefits, payments or reimbursements (other than customary reimbursable business expenses pursuant to Section III (g)), including any compensation described in Section III Paragraphs (a) - (g), except as may be required by law under any Company plan or program.

SECTION X.
INVOLUNTARY TERMINATION

The Company may, in its sole discretion, and without cause, terminate Executive’s employment at any time upon written notice to Executive. In the event of a termination without

cause, all salary, benefits, payments or reimbursements (other than customary reimbursable business expenses pursuant to Section III (g)) including any compensation described in Section III Paragraphs (a) - (g) (other than any vested rights under the specific terms and conditions of Company’s annual and long term incentive plans and the Company’s employee benefit plans and program), shall cease upon whatever date is specified in the notice as the effective date of termination (the “Termination Date”). The Company shall, however, pay to executive separation pay (“Severance”) in an amount equivalent to Executive’s then existing salary rate (as established under Paragraph (a) of Section III of the Agreement), plus 50% of Executive’s target annual bonus as established in Paragraph (c) of Section III, plus additional taxable compensation equal to the then-current cost of twelve months of COBRA continuation coverage. The Severance shall be paid in equal installments on the Company’s regular payroll dates during the 12 month period following the Termination Date (the “Separation Period”). Notwithstanding the foregoing:

(a) No Severance shall be payable unless Executive’s termination constitutes a “separation from service” with Company under Internal Revenue Code Section 409A;

(b) For purposes of Section 409A, Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments;

(c) Severance shall be payable only if Executive executes a waiver to be provided by the Company within 90 days after the Termination Date, releasing the Company of all claims Executive has or may have against the Company or its affiliates. Any payments of Severance attributable to payroll dates during such 90 day period will be suspended and paid (provided a valid waiver is effective and not revoked) on the 90th day after the Termination Date; and

(d) If Executive is a specified employee within the meaning of Section 409A as of the Termination Date, Severance pay may not be made before the date that is six months after the Termination Date. Any payments of Severance attributable to payroll dates during such six month period will be suspended and paid on the first payroll date following the expiration of the six month period.

SECTION XI.
RESIGNATION OF EXECUTIVE WITH GOOD REASON

Executive’s employment hereunder may be terminated by Executive for Good Reason (as defined below) at any time upon 15 days advance written notice to the Company and after giving the Company a reasonable opportunity during such 15-day period to cure; provided, however, that “ Good Reason ” shall cease to exist for an event to the extent that Executive shall have either consented, in advance, to such event or to the extent that 90 days shall have elapsed following the initial existence of such event.

(a) For purposes of this Agreement, “ Good Reason ” shall mean: (1) any material reduction in Executive’s Base Salary; (2) any substantial reduction in Executive’s

authority, duties or responsibilities, or (3) any material diminution in Executive’s authority, duties or responsibilities.

(b) If Executive resigns for Good Reason, Executive shall be entitled to receive compensation as outlined in Section X (subject to all conditions and terms of Section X, including the requirement that Executive execute a waiver of claims against the Company or its affiliates).

SECTION XII.
OTHER OBLIGATIONS UPON TERMINATION

If this Agreement is terminated pursuant to Sections IV, VII, VIII, IX, X, or XI, all compensation described in Sections III Paragraphs (a) through (g) shall be paid or otherwise made available to Executive only as specifically provided in the relevant section, and only to the extent permissible under the terms and provisions of any Company policies, plans and programs. In the event Executive retires, resigns, or is terminated from the Company with or without cause, Executive will be deemed to have also resigned from any position held with the Company or one of its affiliates.

SECTION XIII.
CONFIDENTIALITY

Executive will not at any time (whether during or after Executive’s employment with the Company other than in the ordinary course of the Executive’s duties) (1) retain or use for the benefit, purposes or account of Executive or any other person; or (2) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary or confidential information — including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, store site selection, new store openings, government and regulatory activities and approvals — concerning the past, current or future business, activities and operations of the Company, its subsidiaries or affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“ Confidential Information ”) without the prior authorization of the Company.

(a) “ Confidential Information ” shall not include any information that is (1) generally known to the industry or the public other than as a result of Executive’s breach of this covenant; (2) made legitimately available to Executive without a confidentiality restriction by a third party without breach of any confidentiality obligation of that third party; or (3) required by law to be disclosed; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(b) Except as required by law or upon the filing of this Agreement with the Securities and Exchange Commission, Executive shall not disclose to anyone, other than Executive’s family and legal or financial advisors, the contents of this Agreement; provided that Executive may disclose to any prospective future employer or headhunter the provisions of this Agreement provided they agree to maintain the confidentiality of such terms.

(c) Upon termination of Executive’s employment with the Company for any reason, Executive shall (1) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (2) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (3) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Executive is or becomes aware.

(d) Executive expressly agrees that the Severance payable under Section X and XI hereof is payable in consideration of Executive agreeing to the confidentiality provision of this Section XIII.

SECTION XIV.
INTELLECTUAL PROPERTY

If Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“ Works ”), either alone or with third parties, during Executive’s employment with the Company, then the Executive hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sub-licensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s current and future business.

(a) The provisions of this Section XIV shall survive the termination of Executive’s employment for any reason.

SECTION XV.
COVENANT NOT TO COMPETE

Executive agrees that during the course of her employment, she will not engage in any business or employment to aid or assist any entity that is in competition with the Company or recruit any employee of the Company for employment with any other entity. Executive further agrees that she is not and will not become a party to any agreement, contract, arrangement or understanding, whether of employment or otherwise, that would in any way restrict or prohibit her from undertaking or performing her duties in accordance with this Agreement. Executive further agrees that for a period of one (1) year following the termination of Executive’s employment she will not: (a) work for, engage in, assist with or provide aid to any natural food, vitamin or supplement business which competes directly with the Company or (b) recruit any employee of the Company or its affiliates for employment with any other entity. In the event of a substantial and material breach of this Agreement by the Company, all provisions of this Section XV, Covenant Not to Compete, which would ordinarily survive Executive’s termination, shall be null and void and unenforceable.

SECTION XVI.
INJUNCTIVE RELIEF

Executive acknowledges that the Company would sustain irreparable harm, not readily susceptible to valuation in monetary damages, if Executive violates any of her obligations under Sections XIII or XV and therefore, agrees that the Company shall be entitled to seek an injunction to be issued by any Federal or State court of competent jurisdiction sitting in the state of Colorado, restraining Executive from committing or continuing any such violation. Executive hereby submits to the jurisdiction of such courts for the purposes of any actions or proceedings instituted by the Company to obtain such injunctive relief and agrees that process may be served upon Executive by registered mail, addressed to the last known address of Executive, or in any manner authorized by law.

SECTION XVII.
ASSIGNMENT

Except as provided below, rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. Executive acknowledges that her obligations under this Agreement are personal services and, therefore, Executive may not assign her obligations under this agreement.

SECTION XVIII.
ENFORCEMENT OF THE AGREEMENT

Failure of either party to enforce any of the provisions of the Agreement shall not constitute a waiver of rights for that or subsequent breaches.

SECTION XIX.
NOTICE

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, prepaid and return receipt requested to the other party hereto at his/her or its mailing address as set forth on the signature page of the Agreement. Either party may change the address to which such communications hereunder shall be sent by sending notice of such change to the other party as provided in this Section.

SECTION XX.
HEADINGS

Headings used in this Agreement are for convenience of reference only and shall not be considered in any interpretation of this Agreement.

SECTION XXI.
ENTIRE AGREEMENT AND MODIFICATION OF AMENDMENT

This Agreement represents the entire and exclusive statement of the agreement of the parties and shall not be altered, modified or amended except by written instrument signed by each of the parties hereto. Any prior employment/separation agreements and benefit agreements are superseded except to the extent benefits are presently vested by law and plan terms. Without limiting the foregoing, the parties agree that this Agreement shall supersede and replace the 2008 Agreement in its entirety.

SECTION XXII.
GOVERNING LAW

This Agreement is made and delivered in the State of Colorado, and will be interpreted and enforced so as to remain in compliance with Colorado statues and regulations. Should any provision of the Agreement in any way contravene the laws of the State of Colorado or of the United States of America, such provision shall not be deemed a part of the Agreement. However, the Agreement shall otherwise be enforceable.

SECTION XXIII.
DISPUTES

If a dispute or grievance between the parties arises with respect to the obligations of the parties under this Agreement or as a result of the Agreement, other than a dispute under Section XV or XVI, and such dispute or grievance cannot be resolved in an informal fashion, the parties shall submit their dispute to arbitration. The parties agree that such arbitration shall be held in Denver, Colorado under the rules and procedures of the American Arbitration Association. If a dispute is submitted to arbitration, a list of 7 regional arbitrators is to be provided to the parties. The party requesting arbitration shall strike the first name with strikes alternating by the parties until one name is left, and that individual shall serve as arbitrator. The decision of the arbitrator shall be final and binding upon the parties and may be enforced by a court having jurisdiction thereof. Each party shall bear its own costs and shall share equally in

any administrative fee as well as the arbitrator’s fee, if any, unless otherwise assessed by the arbitrator.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement this 26th day of June, 2012.

	Vitamin Cottage Natural Food Markets, Inc.
	a Colorado corporation

	By:	/s/Kemper Isely
		Kemper Isely
		Its Co-President


	/s/ Sandra M. Buffa
	Sandra M. Buffa

EXHIBIT 10.2

Execution Version

CREDIT AGREEMENT

dated as of

September 29, 2006

among

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

TABLE OF CONTENTS

		Page

ARTICLE I	DEFINITIONS	1
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	17
SECTION 1.03.	Terms Generally	17
SECTION 1.04.	Accounting Terms; GAAP	18

ARTICLE II	THE CREDITS	18
SECTION 2.01.	Commitments	18
SECTION 2.02.	Loans and Borrowings	18
SECTION 2.03.	Requests for Revolving Borrowings	19
SECTION 2.04.	Term Loan Borrowings	19
SECTION 2.05.	Conversion of Term Loans to Revolver Following IPO	20
SECTION 2.06.	Funding of Borrowings	20
SECTION 2.07.	Interest Elections	21
SECTION 2.08.	Termination and Reduction of Commitments	21
SECTION 2.09.	Repayment of Loans; Evidence of Debt	22
SECTION 2.10.	Prepayment of Loans	22
SECTION 2.11.	Fees	23
SECTION 2.12.	Interest	24
SECTION 2.13.	Alternate Rate of Interest	25
SECTION 2.14.	Increased Costs	25
SECTION 2.15.	Break Funding Payments	26
SECTION 2.16.	Taxes	26
SECTION 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	27
SECTION 2.18.	Mitigation Obligations; Replacement of Lenders	28

ARTICLE III	REPRESENTATIONS AND WARRANTIES	29
SECTION 3.01.	Organization; Powers; Subsidiaries	29
SECTION 3.02.	Authorization; Enforceability	30
SECTION 3.03.	Governmental Approvals; No Conflicts	30
SECTION 3.04.	Financial Condition; No Material Adverse Change	30
SECTION 3.05.	Properties and Insurance	30
SECTION 3.06.	Litigation, Contingent Obligations, Labor and Environmental Matters	31
SECTION 3.07.	Compliance with Laws and Agreements	31
SECTION 3.08.	Investment and Holding Company Status	31
SECTION 3.09.	Taxes	31
SECTION 3.10.	ERISA	31
SECTION 3.11.	Disclosure	32
SECTION 3.12.	No Default	33
SECTION 3.13.	Regulation U	33
SECTION 3.14.	Solvency	33
SECTION 3.15.	Franchises, Licenses, Intellectual Property, Etc.	33
SECTION 3.16.	Capitalization Dividends	33

SECTION 3.17.	Title; Possession Under Leases	34

ARTICLE IV	CONDITIONS	34
SECTION 4.01.	Effective Date	34
SECTION 4.02.	Each Credit Event	36
SECTION 4.03.	Covenant to Deliver	37

ARTICLE V	AFFIRMATIVE COVENANTS	37
SECTION 5.01.	Financial Statements; Ratings Change and Other Information	37
SECTION 5.02.	Notices of Material Events	39
SECTION 5.03.	Existence; Conduct of Business	39
SECTION 5.04.	Payment of Obligations	39
SECTION 5.05.	Maintenance of Properties; Insurance	39
SECTION 5.06.	Books and Records; Inspection Rights	40
SECTION 5.07.	Compliance with Laws	40
SECTION 5.08.	Use of Proceeds	40
SECTION 5.09.	Issuance of Additional Guarantees, Security Agreements, Pledge Agreements and other Security Documents	40
SECTION 5.10.	Warehouse Agreements	42
SECTION 5.11.	Depository Relationship	42

ARTICLE VI	NEGATIVE COVENANTS	42
SECTION 6.01.	Indebtedness	42
SECTION 6.02.	Liens	43
SECTION 6.03.	Fundamental Changes	44
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	44
SECTION 6.05.	Swap Agreements	45
SECTION 6.06.	Restricted Payments	46
SECTION 6.07.	Transactions with Affiliates	46
SECTION 6.08.	Restrictive Agreements	46
SECTION 6.09.	Modification of Organizational Documents	47
SECTION 6.10.	Sale and Leaseback Transactions	47
SECTION 6.11.	Change in Fiscal Year	47
SECTION 6.12.	Financial Covenants	47

ARTICLE VII	EVENTS OF DEFAULT	48

ARTICLE VIII	THE ADMINISTRATIVE AGENT	50

ARTICLE IX	MISCELLANEOUS	52
SECTION 9.01.	Notices	52
SECTION 9.02.	Waivers; Amendments	53
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	53
SECTION 9.04.	Successors and Assigns	54
SECTION 9.05.	Survival	57
SECTION 9.06.	Counterparts; Integration; Effectiveness	57
SECTION 9.07.	Severability	57

SECTION 9.08.	Right of Setoff	57
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	58
SECTION 9.10.	WAIVER OF JURY TRIAL	58
SECTION 9.11.	Headings	59
SECTION 9.12.	Confidentiality	59
SECTION 9.13.	Interest Rate Limitation	59
SECTION 9.14.	USA PATRIOT Act	59

SCHEDULES :

Schedule 2.01	Commitments
Schedule 2.09	Term Loan Principal Payment Schedule
Schedule 3.01	Subsidiaries
Schedule 3.06	Disclosed Matters
Schedule 3.16	Capitalization
Schedule 3.17	Real Property
Schedule 6.01	Existing Indebtedness
Schedule 6.02	Existing Liens
Schedule 6.04	Existing Investments
Schedule 6.08	Existing Restrictions

EXHIBITS :

Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Opinion of Borrower’s Counsel
Exhibit C	Form of Solvency Certificate
Exhibit D	Form of Compliance Certificate
Exhibit E-1	Form of promissory note for Term Loan
Exhibit E-2	Form of promissory note for Revolving Loan

iii

CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of September 29, 2006, among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

RECITALS

The Borrower has requested that the Lenders provide a revolving credit facility and a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

AGREEMENT

In consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquisition ” means, as to any Person, (a) the acquisition of all of the Equity Interests of another Person, (b) the acquisition of all or substantially all of the assets of any other Person or (c) the acquisition of all or substantially all of the assets constituting a business line or division of any other Person.

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder and any successor Administrative Agent appointed pursuant to Article VIII.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitment ” means the aggregate of the Commitments of all the Lenders. The initial Aggregate Commitment is $31,000,000.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive and binding, absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be equal to the Prime Rate until the circumstances giving rise to such inability no longer exist.

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“ Applicable Margin ” means, at any time, with respect to any ABR Loan or Eurodollar Loan, or with respect to the unused commitment fees payable pursuant to Section 2.11(b) hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread” or “Unused Fee Rate”, as the case may be, based upon the Consolidated Leverage Ratio applicable at such time:

Tier	Consolidated Leverage Ratio	ABR Spread		Eurodollar Spread		Unused Fee Rate
1	< 2.75x	0.00	%	0.75	%	0.20	%
2	> 2.75x and < 3.25x	0.00	%	1.00	%	0.25	%
3	> 3.25x and < 3.75x	0.00	%	1.25	%	0.30	%
4	> 3.75x	0.00	%	1.50	%	0.375	%

; provided that, from the date hereof until April 1, 2007 (the “ First Adjustment Date ”), the Applicable Margin shall be as set forth in Tier 4 of the preceding table. The Applicable Margin shall be adjusted, on and after the First Adjustment Date, based on the Consolidated Leverage Ratio as of each fiscal quarter end (beginning with the fiscal quarter ending December 31, 2006) (each, a “ Calculation Date ”) as evidenced by the compliance certificate of a Financial Officer as required by Section 5.01(c) with respect to such Calculation Date, with such adjustments to become effective on the date (each, an “ Adjustment Date ”) that is the first day of the second fiscal quarter beginning after the relevant Calculation Date, and to remain in effect until the next adjustment to be effected pursuant to the terms of this paragraph. Without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately prior sentence, in the event any financial statements required under Section 5.01(a) or (b), or the compliance certificate referred to above, are not delivered (x) in the case of Section 5.01(a), within 90 days after the end of each fiscal year of the Borrower, or (y) in the case of Section 5.01(b) or (c), within the time periods specified in Section 5.01(b) or (c), as applicable, then, in each instance, the highest rate set forth in each column of the table above shall apply from the date such financial statements or compliance certificate were required to be delivered until the date such financial statements or compliance certificate are actually delivered.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Authorized Representative ” means with respect to any Loan Party, the chief executive officer, president, any vice president or any Financial Officer of such Loan Party in each case, whose name appears on a certificate of incumbency of such Person delivered to the Administrative Agent concurrently with the execution of this Agreement, and as such certificate of incumbency may be amended or supplemented from time to time. Any document delivered hereunder that is signed by an Authorized Representative of a Loan Party shall be conclusively presumed to have been, and shall constitute a representation and warranty by such Loan Party hereunder that such document has been, authorized by all necessary corporate and/or other action on the part of such Loan Party and such Authorized Representative shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Revolving Loan Maturity Date and the date of termination of the Commitments.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation.

“ Borrower License Agreement ” means that certain Trademark License Agreement, effective January 1, 2002, executed by the Borrower and VC Two, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) Term Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03 or a Term Borrowing in accordance with Section 2.04.

“ Boulder VC ” means Boulder Vitamin Cottage Group, LLC, a Colorado limited liability company.

“ Boulder VC Guaranty ” means that certain Guaranty Agreement, dated as of the date hereof, executed by Boulder VC in favor of the Administrative Agent, for the ratable benefit of the Lenders, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ Boulder VC Minority Members ” means, collectively, Howard & Forey, Inc. a Colorado corporation, and Vitamins, Inc., a Colorado corporation.

“ Boulder VC Stores ” means the Vitamin Cottage grocery stores operated by Boulder VC and located at the following addresses (or at such other addresses after the date hereof to which any such

stores may be relocated): 2355 30th St., Boulder, CO 80301; 2464 U.S. Highway 6 & 50, Unit 124, Grand Junction, CO 81505; 100 W. South Boulder Road, Lafayette, CO 80026; 1739 N. Main St., Longmont, CO 80501; and 655 Highway 105, Monument, CO 80132.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in Denver, Colorado or New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Expenditures ” means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a balance sheet prepared in accordance with GAAP.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Change in Control ” means (a) at any time prior to the date of an IPO, (i) the Isely Family collectively shall cease to be the beneficial owner of, directly or indirectly, more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower on a fully diluted basis; (ii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower (or, from and after the Reorganization, the Parent) by Persons who were neither (x) nominated by the board of directors of the Borrower (or, from and after the Reorganization, the Parent) nor (y) appointed by directors so nominated; (iii) the Isely Family collectively shall cease to Control the Borrower; (iv) Borrower shall cease to be the beneficial owner of, with sole power to vote or dispose of, directly or indirectly, at least 55% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Boulder VC on a fully diluted basis; (v) Borrower shall cease to Control Boulder VC; or (vi) any two of Kemper Isely, Zephyr Isely, Heather Isely or Elizabeth Isely shall at any time cease to be employed by the Borrower as an executive officer actively involved in day-to-day key management of Borrower; or (b) at any time on or after the date of an IPO, (i) the Parent shall cease to be the beneficial owner of, with sole power to vote or dispose of, directly or indirectly, 100% of the issued and outstanding Equity Interests of the Borrower on a fully diluted basis; (ii) the Parent shall cease to Control Borrower; (iii) the acquisition or ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) (other than any Person consisting only of members of the Isely Family), of Equity Interests of the Parent representing (x) 20% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent on a fully diluted basis if the Isely Family holds less than 45% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent on a fully diluted basis or (y) a larger percentage than the percentage of Equity Interests of the Parent held by the Isely Family at such time; (iv) the Isely Family collectively shall cease to be the beneficial owner of, with sole power to vote or dispose of, directly or indirectly, more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent on a fully diluted basis; (v) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower or the Parent by Persons who were neither (x) nominated by the board of directors of the Borrower or the Parent, as applicable, nor (y) appointed by directors so nominated; (vi) the acquisition of direct or indirect Control of the Parent by any Person or group (other than any Person consisting only of members of the Isely Family); (vii) Borrower shall cease to be the beneficial owner of,

directly or indirectly, at least 55% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Boulder VC on a fully diluted basis, provided that the merger of Boulder VC into the Borrower pursuant to Section 6.03 of this Agreement shall not be a Change in Control; (viii) Borrower shall cease to Control Boulder VC; or (ix) any two of Kemper Isely, Zephyr Isely, Heather Isely or Elizabeth Isely shall at any time cease to be employed by the Borrower as an executive officer actively involved in day-to-day key management of Borrower. For purposes of this definition, “beneficial owner” has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (as in effect on the Effective Date), whether or not applicable, except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time. Notwithstanding the above, (x) the Reorganization shall not be deemed to be a Change in Control unless one or more of the above conditions occur or exist, and (y) the merger of Boulder VC into the Borrower or the Parent pursuant to Section 6.03 of this Agreement shall not be a Change in Control.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Class ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means all of the real property and all of the personal property (both tangible and intangible) of the Borrower (and, from and after the Reorganization, the Parent) or of any other Person at any time now or hereafter subject to a Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties under any of the Collateral Documents.

“ Collateral Documents ” means, collectively, the Boulder VC Guaranty, the VC Two Guaranty, the Security Agreement, the Trademark Security Agreement, the Leasehold Mortgages (if any) and all other agreements, Guarantees, instruments or documents now or hereafter delivered by the Borrower, any Guarantor or any other Person to the Administrative Agent or any Lender in connection with this Agreement, the Loan Documents or the Transactions to secure or guarantee the payment of any part of the Obligations or the performance of the other duties and obligations of the Loan Parties under the Loan Documents, as such agreements, Guarantees, instruments or documents have been or are hereafter amended, supplemented or replaced from time to time.

“ Commitment ” means, as of any date, with respect to each Lender, the sum of such Lender’s (a) Revolving Commitment on such date and (b) Term Commitment on such date.

“ Commitment Letter ” means that certain Commitment Letter, dated June 8, 2006, from Lender to Headwaters MB and Borrower, as such letter has been or is hereafter amended, supplemented or replaced from time to time.

“ Consolidated EBITDA ” means, with reference to any period, Consolidated Net Income for such period plus , without duplication, to the extent deducted from revenues in determining Consolidated Net Income for such period, (a) Consolidated Interest Expense, (b) income tax expense, (c) depreciation, (d) amortization (including, without duplication, any capitalized fees that were amortized

over a period), (e) Restructuring Charges, (f) until and including December 31, 2007 only, the aggregate amount of all Royalties accrued or paid, and (g) any other non-cash charges relating to intangible assets (excluding any such charge incurred that constitutes an accrual of or a reserve for cash charges for any future period or relates to discontinued business operations), in each case calculated for the Borrower and the Subsidiary Guarantors on a consolidated basis in accordance with GAAP for such period.

“ Consolidated EBITDAR ” means, with reference to any period, Consolidated EBITDA for such period plus , without duplication, to the extent deducted from revenues in determining Consolidated Net Income for such period, Consolidated Rent, calculated for the Borrower and the Subsidiary Guarantors on a consolidated basis in accordance with GAAP for such period.

“ Consolidated EBITDA to Revenue Ratio ” means, with reference to any period, the ratio of (a) Consolidated EBITDA for such period to (b) Revenue of the Borrower and the Subsidiary Guarantors, calculated on a consolidated basis in accordance with GAAP for such period.

“ Consolidated Fixed Charge Coverage Ratio ” means, with reference to any period, the ratio of (a) Consolidated EBITDAR for such period to (b) the sum of (i) scheduled payments of principal on Indebtedness of Borrower or any Subsidiary Guarantor, (ii) Consolidated Interest Expense, (iii) income tax expense, (iv) cash payments to the Borrower’s or any Subsidiary Guarantor’s shareholders or members, as the case may be, to the extent distributed from current earnings or accumulated profits, and (v) Consolidated Rents, in each case calculated for the Borrower and the Subsidiary Guarantors on a consolidated basis in accordance with GAAP for such period.

“ Consolidated Interest Expense ” means, with reference to any period, the interest expense of the Borrower and the Subsidiary Guarantors, calculated on a consolidated basis in accordance with GAAP for such period.

“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Total Funded Indebtedness as of that date, to (b) Consolidated EBITDAR for the four fiscal quarter period ending on or immediately prior to such date; provided that for the purposes of determining Consolidated Leverage Ratio as of December 31, 2006 and March 31, 2007, respectively, Consolidated EBITDAR as of such dates shall be deemed to equal Consolidated EBITDAR for the fiscal quarter ending on such date (as applicable) and each previous fiscal quarter commencing after June 30, 2006 multiplied by 2 and 4/3, respectively.

“ Consolidated Net Income ” means, with reference to any period, the net income (or loss) of the Borrower and the Subsidiary Guarantors calculated on a consolidated basis in accordance with GAAP for such period plus (without duplication) (a) rent expensed for the use of improved and unimproved real property on the financial statements of the Borrower and the Subsidiary Guarantors calculated on a consolidated basis in accordance with GAAP for such period, and (b) any income attributable to all membership interests in Boulder VC other than the membership interest in Boulder VC held by the Borrower, minus (without duplication) (x) Consolidated Rent for such period and (y) any loss attributable to all membership interests in Boulder VC other than the membership interest in Boulder VC held by the Borrower.

“ Consolidated Rent ” means, for any period, the sum of all cash rental expenses for the use of improved and unimproved real property paid or payable by the Borrower and the Subsidiary Guarantors, calculated on a consolidated basis, for such period.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power,

by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“ Dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means (i) in the case of a corporation, shares of capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests, (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets upon liquidation of, the issuing Person and (vi) any warrants, options or other rights entitling the holder thereof to purchase or acquire any equity interest described in the foregoing clauses (i) through (v).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any

Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.16(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.16(a).

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer, controller or other executive officer of a Loan Party, including, without limitation, Kemper Isely, in his capacity as an executive officer of the Borrower.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, including, without limitation, the Boulder VC Guaranty and the VC Two Guaranty; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guarantor ” means (i) Boulder VC, (ii) VC Two, (iii) from and after the Reorganization, the Parent and (iv) any other party that executes a Guarantee pursuant to Section 5.09.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Indebtedness ” of any Person means, without duplication, any and all of the following: (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business on terms customary in the trade), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed or is limited in recourse, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty and similar instruments, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) the aggregate Net Mark-to-Market Exposure of such Person and (k) all Guarantees by such Person in respect of any of the foregoing. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Information Memorandum ” means the Confidential Information Memorandum dated May 2006 relating to the Borrower and the Transactions.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07.

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the last Business Day of each calendar month, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part.

“ Interest Period ” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one month thereafter; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the immediately following calendar month. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made, and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ IPO ” means an initial public offering of shares of the Parent’s common stock pursuant to terms, conditions and documentation reasonably acceptable to the Administrative Agent.

“ Isely Family ” means, collectively, one or more of the following: Kemper Isely, Zephyr Isely, Heather Isely and Elizabeth Isely, and, if Controlled by one or more of the foregoing (or a person or entity chosen by one or more of, or the estate of one or more of, the foregoing), any corporation, partnership, trust or other entity created for the benefit of one or more of the foregoing and/or for the benefit of the spouse, parents and/or lineal descendants of one or more of the foregoing (whether by blood or adoption, and including stepchildren).

“ Landlord Acknowledgements ” means, collectively, in connection with any Lease entered into by the Borrower or any Subsidiary Guarantor after the date of this Agreement (i) with respect to premises in excess of 20,000 square feet to be used as a warehouse, (ii) on which the headquarters or principal office of the Borrower is or will be located, or (iii) consisting of a ground lease, any Landlord Acknowledgement by and among one of the Loan Parties, as tenant, the landlord who own the premises leased to such Loan Party, and the Administrative Agent, for the ratable benefit of the Lenders, whereby landlord confirms certain matters set forth therein and, if a Leasehold Mortgage is required with respect to such premises, consents to the Leasehold Mortgage encumbering such Loan Party’s leasehold interest in the lease, in each case that has been entered into pursuant to Section 5.09(c).

“ Leasehold Mortgages ” means, collectively, in connection with any Lease entered into by the Borrower or any Subsidiary Guarantor after the date of this Agreement (i) with respect to premises in excess of 20,000 square feet to be used as a warehouse, (ii) on which the headquarters or principal office of the Borrower is or will be located, or (iii) consisting of a ground lease, any Mortgage or Deed of Trust, as applicable, pursuant to which any Loan Party grants the Administrative Agent, for the ratable benefit of the Lenders, a security interest in the leasehold interest of such Loan Party as described in the Leasehold Mortgage, in each case that has been entered into pursuant to Section 5.09(c).

“ Leases ” means, collectively, each lease with respect to one of the properties leased by the Borrower or any Subsidiary Guarantor for use in the business of the Borrower or any Subsidiary Guarantor.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have

become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “ LIBO Rate ” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ License Agreement Acknowledgement ” means that certain Acknowledgement of Trademark License Agreement, dated as of September 29, 2006, executed by Boulder VC and VC Two, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities; provided that, for the avoidance of doubt, the interest of a licensor or a licensee under any trademark or other intellectual property license agreement relating to the licensed asset that is permitted by the Loan Documents shall not be deemed to be a Lien.

“ Loan Documents ” means this Agreement, any promissory notes executed and delivered in connection with this Agreement, the Collateral Documents, the Subordination Agreement, the Membership Pledge Consent Agreement and any and all other instruments, agreements and documents executed and delivered in connection with any of the foregoing, as such instruments, agreements and documents have been or are hereafter amended, supplemented or replaced from time to time.

“ Loan Parties ” means, collectively, the Borrower, each of the Guarantors and any other Person party to any Loan Document except the Secured Parties and the Boulder VC Minority Members.

“ Loans ” means the Revolving Loans and Term Loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, property, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which such Loan Party is a party, (c) the validity or enforceability of any of the Loan Documents or (d) the rights of or benefits available to the Administrative Agent and the Lenders under this Agreement and the other Loan Documents.

“ Material Indebtedness ” means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an

aggregate principal amount exceeding $250,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Membership Pledge Consent Agreement ” means that certain Consent Agreement, dated as of September 29, 2006, executed by Borrower, the Boulder VC Minority Members and the Administrative Agent, for the ratable benefit of the Secured Parties, and acknowledged and agreed to by Boulder VC, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Mark-to-Market Exposure ” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Swap Agreements. “Unrealized losses” means the fair market value of the cost to such Person of replacing the transaction under any Swap Agreement as of the date of determination (assuming such transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such transaction as of the date of determination (assuming such transaction were to be terminated as of that date).

“ Obligations ” means all Loans, advances, debts, liabilities, obligations, covenants and duties owing by any Loan Party to any of the Secured Parties of any kind or nature arising under this Agreement, any Collateral Document, any Swap Agreement (to the extent such Swap Agreement is with a Lender or any Affiliate of any Lender and is permitted under Section 6.05) or any other Loan Document, whether or not evidenced by any note, guaranty or other instrument, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification, or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising (including interest, fees and other monetary obligations that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any bankruptcy, insolvency, receivership or similar law now or hereafter in effect naming such Person as the debtor in such proceeding, regardless of whether such interest, fees or other monetary obligations are allowed claims in such proceeding, and payments for early termination of Swap Agreements (to the extent such Swap Agreements are with a Lender or Affiliate of any Lender and are permitted under Section 6.05), fees, expenses, indemnification or otherwise) and however acquired. The term includes, without limitation, all interest, charges, expenses, fees, and reasonable attorneys’ fees and disbursements, and any other sum chargeable to any Loan Party under this Agreement or any other Loan Document.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“ Parent ” means a to-be-formed Delaware corporation that will directly own all of the outstanding Equity Interests of the Borrower following the Reorganization.

“ Participant ” has the meaning set forth in Section 9.04.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary; and

(g) junior Liens in favor of landlords or assets on the premises leased to the Loan Parties by such landlords.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying

the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Register ” has the meaning set forth in Section 9.04.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Reorganization ” means the contemplated restructuring of the Borrower, prior to and in connection with an IPO, by which the Borrower will become a wholly-owned Subsidiary of Parent (as a result of a merger of a wholly-owned Subsidiary of Parent with and into the Borrower), the shareholders of the Borrower immediately prior to such merger will become (in the same proportions) the shareholders of Parent (together with Persons acquiring Equity Interests of Parent in the IPO), the Parent shall be formed as and shall remain a single purpose entity whose sole purpose shall be to hold the equity interests of the Borrower and shall have no other business or operations, and Parent will become a Guarantor and pledge 100% of its assets, including all the Equity Interests of the Borrower, pursuant to (i) Section 5.09(b), and (ii) terms, conditions and documentation reasonably acceptable to the Administrative Agent.

“ Required Lenders ” means, at any time, Lenders having Term Loans, Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding, (ii) the total Revolving Credit Exposures at such time and (iii) unused Commitments at such time.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Subsidiary.

“ Restructuring Charges ” means charges for reasonable out-of-pocket legal and investment banking fees expensed on or before June 30, 2007 in connection with the negotiation and completion of an IPO and negotiation and closing of the transactions contemplated in connection with this Agreement; provided that Restructuring Charges shall be limited to (a) the maximum aggregate amount of

$1,200,000, and (b) the maximum amount of $300,000 in any fiscal quarter, beginning with the fiscal quarter commencing on July 1, 2006.

“ Revenue ” means, with reference to any period, the net sales of a Person for such period, calculated in accordance with GAAP.

“ Revolving Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans pursuant to the terms hereof in an amount set forth next to such Lender’s name on Schedule 2.01 under the caption “Revolving Loan Commitment,” as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial aggregate amount of the Lenders’ Revolving Commitments is $10,000,000.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the outstanding principal amount of such Lender’s Revolving Loans at such time.

“ Revolving Loan ” means a Loan made pursuant to Section 2.03.

“ Revolving Loan Maturity Date ” means the earlier of (a) the date on which the Revolving Commitments are terminated pursuant to Article VII and (b) September 30, 2009.

“ Royalties ” means the 2.50% royalty described in Section III of the Borrower License Agreement (as amended by the Subordination Agreement), whether such royalty amounts are paid or accrued.

“ S&P ” means Standard & Poor’s.

“ Sale and Leaseback Transaction ” means any sale or other transfer of assets or property by any Person with the intent to lease any such asset or property as lessee.

“ Secured Parties ” means the holders of the Obligations from time to time and shall include (i) each Lender in respect of its Loans, (ii) the Administrative Agent and the Lenders in respect of all other present and future obligations and liabilities of the Loan Parties of every type and description arising under or in connection with this Agreement or any other Loan Document, (iii) each Lender and any Affiliate of any Lender in respect of Swap Agreements permitted under Section 6.05 entered into with such Person by the Borrower or any Subsidiary, (iv) each indemnified party under Section 9.03 in respect of the obligations and liabilities of any Loan Party to such Person hereunder and under the other Loan Documents, and (v) their respective successors and (in the case of a Lender) transferees and assigns.

“ Security Agreement ” means that certain Pledge and Security Agreement, dated as of the date hereof, executed by the Borrower in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without

benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordination Agreement ” means that certain Subordination Agreement, dated as of the date hereof, executed by the Borrower, VC Two and the Administrative Agent, for the ratable benefit of the Secured Parties, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date (i) any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as (ii) any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower. Without limiting the foregoing, (i) Boulder VC shall be deemed to be a Subsidiary of Borrower and (ii) to the extent Chalet Properties, LLC or VC Two is a Subsidiary solely as a result of clause (i) of the definition of “subsidiary,” then Chalet Properties, LLC or VC Two, as applicable, shall be deemed to not be a Subsidiary for purposes hereof.

“ Subsidiary Guarantor ” means each Guarantor that is a Subsidiary; provided that Boulder VC shall not be a Subsidiary Guarantor for purposes of the definitions of “Landlord Acknowledgements” or “Leasehold Mortgages” in this Agreement.

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Term Commitment ” means, with respect to each Lender (i) on the Effective Date, the commitment of such Lender to make Term Loans pursuant to the terms hereof in the amount set forth next to such Lender’s name on Schedule 2.01 under the caption “Term Loan Commitment,” and (ii) after the Effective Date, zero. The initial aggregate amount of the Lenders’ Term Commitment is $21,000,000.

“ Term Loan ” means a Loan made pursuant to Section 2.04.

“ Term Loan Maturity Date ” means the earlier of (a) the date on which the Term Loans are accelerated pursuant to Article VII and (b) September 30, 2011.

“ Total Funded Indebtedness ” means, as of any date of determination, the sum of the following items of the Borrower and the Subsidiary Guarantors calculated on a consolidated basis in

accordance with GAAP: (i) the sum of the outstanding Indebtedness of the type described in clauses (a) through (g) of the definition of Indebtedness on such date and (ii) Consolidated Rent for the four fiscal quarter period ending on or immediately prior to such date, multiplied by 8; provided that, for any such date of determination prior to June 30, 2007, for the purposes of determining Total Funded Indebtedness at such time, Consolidated Rent for the fiscal quarters ending December 31, 2006 and March 31, 2007, respectively, shall be deemed to equal Consolidated Rent for such fiscal quarter and each previous fiscal quarter commencing after June 30, 2006 multiplied by 2 and 4/3, respectively.

“ Trademark Security Agreement ” means that certain Trademark Security Agreement, dated as of the date hereof, executed by VC Two in favor of the Administrative Agent for the ratable benefit of the Secured Parties, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ Trailing Revenue ” means, as of any date of determination, Revenue of a Person for the twelve calendar month period ending on or immediately prior to such date of determination.

“ Transactions ” means the execution, delivery and performance by the Borrower and the Guarantor of this Agreement and the other Loan Documents, the borrowing of Loans and the use of the proceeds thereof.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ VC Two ” means Vitamin Cottage Two Ltd. Liability Company, a Colorado limited liability company.

“ VC Two Guaranty ” means that certain Guaranty Agreement, dated as of the date hereof, executed by VC Two in favor of the Administrative Agent, for the ratable benefit of the Lenders, as such agreement has been or is hereafter amended, supplemented or replaced from time to time.

“ VC Two Notes ” means, collectively, (a) that certain Promissory Note dated November 1, 1998, by VC Two in favor of Philip Isely a/k/a H. Philip Isely or Henry P. Isely, in the original principal amount of $3,547,500.00 and (b) that certain Promissory Note dated November 1, 1998, by VC Two in favor of Estate of Margaret Ann Isely, whose personal representative is Philip Isely a/k/a H. Philip Isely or Henry P. Isely, in the original principal amount of $2,773,500.00, in each case as such promissory notes exist on the date hereof.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , a “Revolving Loan”) or by Type ( e.g. , a “Eurodollar Loan”) or by Class and Type ( e.g. , a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g. , a “Revolving Borrowing”) or by Type ( e.g. , a “Eurodollar Borrowing”) or by Class and Type ( e.g. , a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and

“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document in any Loan Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in such Loan Document), (b) any reference in any Loan Document to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document its entirety and not to any particular provision thereof, (d) all references in any Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear and (e) the words “asset” and “property” when used in any Loan Document shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith, (ii) it is acknowledged and agreed that the definition of Consolidated Rent may not be calculated in accordance with GAAP and (iii) it is acknowledged and agreed that the exclusion of Chalet Properties, LLC and Vitamin Cottage Two Ltd. Liability Company from the definition of Subsidiary may not be in accordance with GAAP.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make (a) Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments, and (b) Term Loans to the Borrower, in a single drawing on the Effective Date, in an amount equal to the amount of the Term Commitment of such Lender, provided that the sum of the aggregate principal amount of outstanding Term Loans at any time shall not exceed the aggregate Term Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts prepaid or repaid with respect to the Term Loans may not be reborrowed.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Revolving Commitments. The Term Loan shall be made as part of a Borrowing on the Effective Date consisting of Term Loans made by the Lenders ratably in accordance with their respective

Term Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.13, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is (i) an integral multiple of $100,000 and not less than $500,000 (with respect to ABR Borrowings based on the Federal Funds Effective Rate) and (ii) not limited (with respect to ABR Borrowings based on the Prime Rate); provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Commitments. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the (i) Revolving Loan Maturity Date with respect to any Revolving Borrowing or (ii) Term Loan Maturity Date with respect to any Term Borrowing.

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Denver, Colorado time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., Denver, Colorado time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Revolving Loan to be made as part of the requested Borrowing.

SECTION 2.04. Term Loan Borrowings . To request Term Loans, the Borrower shall

notify the Administrative Agent of such request by telephone, in the case of an ABR Borrowing or a Eurodollar Borrowing, not later than 10:00 a.m., Denver, Colorado time, one Business Day before the Effective Date. The Term Loan Borrowing Request shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written borrowing request in a form approved by the Administrative Agent and signed by the Borrower. Such telephonic and written Term Loan Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be the Effective Date;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Term Borrowing is specified, then the requested Term Borrowing shall be an ABR Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Term Loan to be made as part of the requested Borrowing.

SECTION 2.05. Conversion of Term Loans to Revolver Following IPO . Upon or following the completion of an IPO and upon the reasonable request of the Borrower, the Administrative Agent and the Lenders agree that this Agreement shall be amended to the mutual satisfaction of the Borrower and the Administrative Agent in order to convert the Term Loans to a reducing revolver tranche with the commitments with respect to such revolver tranche being reduced according to the same schedule and in the same amounts as the Term Loan amortization schedule as set forth on Schedule 2.09 hereto, which revolver tranche shall mature on the Term Loan Maturity Date; provided that, no Default or Event of Default has occurred or could result from such conversion.

SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Denver, Colorado time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in Denver, Colorado and designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, but shall have no obligation to, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate

applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clause (iii) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08. Termination and Reduction of Commitments. (a) Unless previously terminated, the (i) Revolving Commitments shall terminate on the Revolving Loan Maturity Date and (ii) Term Commitments shall terminate on the Effective Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an

integral multiple of $250,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed total Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each of (A) Revolving Loan on the Revolving Loan Maturity Date and (B) Term Loan on the Term Loan Maturity Date, provided that the Borrower promises to make principal payments on the Term Loan in consecutive quarterly installments in the amounts and on the dates set forth in Schedule 2.09 (in each case together with all accrued but unpaid interest on the principal amount so repaid), commencing on December 31, 2006.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount, Class and Type of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be binding evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with the terms of this Agreement.

(e) The Borrower shall prepare, execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns), in a forms approved by the Administrative Agent, which forms are attached hereto as Exhibit E. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have the right at any

time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section and payment of any fee required pursuant to paragraph (c) of this Section.

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing (other than on the last day of an Interest Period), not later than 11:00 a.m., Denver, Colorado time, three Business Days before the date of prepayment or (ii) in the case of prepayment of (A) an ABR Borrowing or (B) a Eurodollar Borrowing (on the last day of an Interest Period), not later than 10:00 a.m., Denver, Colorado time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

(c) If, during the term of this Agreement, the Borrower prepays all or a portion of the Obligations related to the Term Loan in connection with, or as a result of, the incurrence of Indebtedness by the Borrower or any Subsidiary or Affiliate of the Borrower that is incurred from a Person other than the Administrative Agent or any Affiliate thereof, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders, as a prepayment fee, in addition to the payment of all or such portion of the Obligations related to the Term Loan, an amount equal to (i) three percent (3%) of the principal amount of the Term Loans so prepaid if such prepayment occurs on or before the date that is one (1) year following the Effective Date, (ii) two percent (2%) of the principal amount of the Term Loans so prepaid if such prepayment occurs after the date that is one (1) year following the Effective Date but on or before the date that is two (2) years following the Effective Date and (iii) one percent (1%) of the principal amount of the Term Loans so prepaid if such prepayment occurs after the date that is two (2) years following the Effective Date but on or before the date that is three (3) years following the Effective Date. For the avoidance of doubt, no prepayment fee shall be due if the Borrower prepays the Term Loan with either the proceeds of a public offering or with operating cash flows.

SECTION 2.11. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee as set forth in the Commitment Letter. This fee shall be fully earned when paid.

(b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender an unused commitment fee, which shall accrue at the Applicable Margin on the average daily amount of the difference between the maximum Revolving Commitment and the average daily balance of the sum of Revolving Loans of such Lender for each calendar quarter during the period from and including the Effective Date to but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such unused commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued unused commitment fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any unused commitment fees accruing after the date

on which the Commitments terminate shall be payable on demand. All unused commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). If Borrower elects to convert the Term Loans to a reducing revolver tranche pursuant to the terms of Section 2.05, then such new revolver tranche shall be subject to payment of an unused commitment fee in accordance with the terms of this clause (b), and the Applicable Margin for such new revolver tranche and the Revolving Commitment shall be 0.375% per annum.

(c) the Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, if any.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Notwithstanding the foregoing, upon the occurrence, and during the continuance, of an Event of Default, at the discretion of the Required Lenders and from and after notice to the Company of such determination, each Loan shall bear interest at a rate per annum equal to two percent (2%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section. Without limiting (but without duplication of) the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, two percent (2%) plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans or the Term Loans, upon termination of the Revolving Commitments or the Term Commitments, respectively; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other condition (except for Taxes or Other Taxes, as to which Section 2.16 shall govern) affecting this Agreement or Eurodollar Loans made by such Lender or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate (which certificate shall include a description of the basis of the computation) such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such

Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(b) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.16. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest

and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any Guarantor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower or any Guarantor is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

(f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 12:00 noon, Denver, Colorado time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at the following address: JPMorgan Chase Bank, N.A., P.O. Box 650632, Dallas, TX 75265-0632, except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the

Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of costs and expenses then due and payable under the Loan Documents, (ii) second, toward interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties. If no Default has occurred and is continuing, all prepayments under Section 2.10 which are applied to reduce the principal amount of the Loans shall be applied to the Loans as directed by the Borrower. If the Borrower fails to direct the application of any such principal prepayments or if a Default has occurred and is continuing, such principal prepayments shall be applied as determined by the Administrative Agent in its sole discretion.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.06(b), 2.17(d) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

(f) Any prepayments of the Term Loan under Section 2.10 shall be applied to the remaining Term Loan installments in the inverse order of their maturity.

SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If any Lender

requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers; Subsidiaries. Each Loan Party (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to (i) own its assets and carry on its business as now conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and (c) except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto identifies each Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding. The Borrower has no Subsidiaries other than the Subsidiaries listed on Schedule 3.01 hereto. All of the outstanding shares of capital stock and other Equity Interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other Equity Interests indicated on Schedule 3.01 as owned by the Borrower or any Subsidiary are owned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens (other than Liens created by the Collateral Documents).

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s corporate (or, if applicable, limited liability company) powers and have been duly authorized by all necessary corporate and, if required, stockholder or other organizational action. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any of the Loan Parties or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any of the Loan Parties or the assets of such Person, or give rise to a right thereunder to require any payment to be made by any of the Loan Parties, and (d) will not result in the creation or imposition of any Lien on any asset of any of the Loan Parties.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2005, reported on by Gordon, Hughes & Banks, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2006, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) Since June 30, 2006, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties and Insurance. (a) Each of the Loan Parties has good title to, or valid leasehold interests in, all Collateral owned or leased by such Person and all of such Person’s other real and personal property material to its business (except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes), in each case free and clear of all Liens other than Liens permitted under Section 6.02.

(b) Each of the Loan Parties maintains, and has caused its respective Subsidiaries to maintain, with financially sound and reputable insurance companies insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

(c) Each of the Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by each of

the Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation, Contingent Obligations, Labor and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting any of the Loan Parties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions. No Loan Party has any material contingent obligations not provided for or disclosed in the financial statements referred to in Section 3.04.

(b) There are no labor controversies pending or threatened against or affecting the any of the Loan Parties (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions. Each of the Loan Parties is in compliance in all material respects with each federal, state, local and other applicable law, statute, rule and regulation relating to non-discrimination in employment, the payment of wages and other employee and workplace matters.

(c) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Loan Parties (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(d) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or could reasonably be expected to have, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements. Each of the Loan Parties and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Investment and Holding Company Status. Neither the Borrower nor any of its Subsidiaries (a) is, or is controlled by, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) is a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. (a) Neither the execution of this Agreement and the other Loan Documents nor the making of the Loans hereunder gives rise to a non-exempt prohibited transaction

within the meaning of Section 406 of ERISA or Section 4975 of the Code.

(b) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable law. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and nothing has occurred which would prevent, or cause the loss of, such qualification. Each Loan Party and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(c) There are no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(d) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

(e) The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount that could reasonably be expected to have a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to have a Material Adverse Effect.

SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries or the Guarantors is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. As of the date hereof, neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. On each date after the date hereof on which this representation is deemed to be made, the Borrower represents that (i) all reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with or required to be delivered hereunder will be true and accurate in all material respects on the date as of which such information is stated or certified, and (ii) none of the regular or periodic reports, or any registration statement or prospectus filed by or on behalf of the Parent, the Borrower or any Subsidiary with the Securities and Exchange Commission (or any successor agency) contained any materially untrue statement of a material fact or omitted to state a material fact necessary in order to make the statement contained therein not materially misleading at the time of such filing in light of the circumstances under which they were made. Notwithstanding any of the foregoing, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon

assumptions believed to be reasonable at the time.

SECTION 3.12. No Default . No Default or Event of Default has occurred and is continuing. Neither the Borrower or any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement or instrument to which it is a party, which default could reasonably be expected to have a Material Adverse Effect or (ii) any agreement or instrument evidencing or governing Material Indebtedness.

SECTION 3.13. Regulation U . Neither the Borrower nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U), and no part of the proceeds of any Borrowing will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Margin stock (as defined in Regulation U) constitutes less than 25% of the value of those assets of the Borrower and its Subsidiaries which are subject to any limitation on sale, pledge, or other restriction hereunder.

SECTION 3.14. Solvency . (a) Immediately after the consummation of the transactions to occur on the date hereof and immediately following the making of each Loan or any other extension of credit hereunder, if any, made on the date hereof, after giving effect to the application of the proceeds of such Loans or such extension of credit, (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a consolidated basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted after the date hereof.

(b) The Borrower does not intend to, nor will the Borrower permit any of its Subsidiaries to, and the Borrower does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

SECTION 3.15. Franchises, Licenses, Intellectual Property, Etc. Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party validly holds all certificates of public convenience and necessity, franchises, licenses, permits, authorizations, patent rights or licenses, trademarks, trademark names, trade name rights and copyrights that are necessary for the ownership, maintenance and operation of their respective properties and assets or for the conduct of their respective businesses, in each case free and clear from any Liens except Permitted Encumbrances, and neither the Borrower nor any Subsidiary is in violation of any term or provision thereof in any respect.

SECTION 3.16. Capitalization; Dividends . (a) On the date hereof, the authorized capital of the Borrower consists of (A) 1,000 authorized shares of class A common stock, no par value per share, of which 1,000 shares are issued and outstanding and (B) 1,000,000 authorized shares of class B common stock, no par value per share, of which 516,367 shares are issued and outstanding. The outstanding shares of common stock are owned by the shareholders and in the numbers specified in

Schedule 3.16.

(b) All of the issued and outstanding shares of the Borrower’s capital stock have been duly and validly authorized and issued, are fully paid and nonassessable and were issued, offered and sold in compliance with all applicable state and federal laws concerning the issuance of securities.

(c) On the date hereof, except as set forth in Schedule 3.16: (A) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Borrower is authorized or outstanding; (B) the Borrower has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Borrower; and (C) the Borrower has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.

SECTION 3.17. Title; Possession Under Leases . Set forth in Part A of Schedule 3.17 is a complete list of all real property owned by the Borrower or any of its Subsidiaries as of the Effective Date, with the owner of such property, the location of such property, a brief description of such property. Set forth in Part B of Schedule 3.17 is a complete list of all real property leased by the Borrower or any of its Subsidiaries as lessee or sublessee as of the Effective Date, with the lessee or sublessee of such property, the location of such property, a brief description of such property, the owner of such property and the date and title of and parties to the lease for such property (including all amendments thereof). As of the Effective Date, the Borrower and its Subsidiaries (i) own and have good and marketable title (without regard to minor defects of title) to the real property referred to in Part A of Schedule 3.17 , and (ii) have valid leasehold interests in the real property referred to in Part B of Schedule 3.17 . As of the Effective Date, such assets and properties are subject to no Lien, except for Permitted Liens. Each of the Borrower and its Subsidiaries enjoys peaceful and undisturbed possession under all leases, except for any failure to enjoy such possession which (alone or in the aggregate with any other such failures) could not reasonably be expected to have a Material Adverse Effect.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received (i) each of the other Loan Documents, duly executed and delivered by each Loan Party that is a party thereto, and (ii) any promissory notes requested by a Lender pursuant to Section 2.09(e), payable to the order of each such requesting Lender.

(addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Gibson, Dunn and Crutcher LLP, counsel for the Borrower, substantially in the form of Exhibit B, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request.

(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions, the identity, authority and capacity of each Authorized Representative of each Loan Party authorized to act as an Authorized Representative in connection with this Agreement and the other Loan Documents (as applicable), and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel. Without limiting the foregoing, Borrower shall provide, or cause to be provided, to the Administrative Agent the following:

(i) the certificate of incorporation, articles of incorporation, certificate of limited partnership, articles of organization or comparable document of each Loan Party, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable public official) of its respective state of incorporation or formation;

(ii) a certificate of good standing (or comparable certificate) for each Loan Party, certified as of a recent date prior to the Effective Date by the Secretary of State (or comparable public official) of its respective state of incorporation or formation;

(iii) a certificate of an Authorized Representative of each Loan Party, dated the Effective Date, certifying (a) that attached thereto is a true, complete and correct copy of the bylaws, partnership agreement, limited liability company agreement or comparable document of such Loan Party as in effect on the Effective Date; (b) that attached thereto are true, complete and correct copies of resolutions duly adopted by the board of directors or other governing body of such Loan Party (or other comparable enabling action) and continuing in effect, which authorize the execution, delivery and performance by such Loan Party of the Loan Documents to be executed by such Loan Party and the consummation of the transactions contemplated thereby; and (c) that there are no proceedings for the dissolution or liquidation of such Loan Party;

(iv) a certificate of an Authorized Representative of each Loan Party, dated the Effective Date, certifying the incumbency, signatures and authority of the officers of such Loan Party authorized to execute, deliver and perform this Agreement, the other Loan Documents and all other documents, instruments or agreements related thereto executed or to be executed by such Loan Party; and

(v) a certificate from each Loan Party certifying that such Loan Party is qualified and licensed to do business and is in good standing in each jurisdiction where its ownership, lease or operation of Collateral or the conduct of its business requires such qualification or license and where the failure to be so qualified or licensed could have a Material Adverse Effect.

(e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an Authorized Representative of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(f) The Administrative Agent shall have received a Solvency Certificate in the form

of Exhibit C, dated the Effective Date and executed by a Financial Officer of the Borrower;

(g) The Administrative Agent shall have received such Uniform Commercial Code financing statements (appropriately completed) for filing in such jurisdictions as the Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Collateral Documents and the other Loan Documents.

(h) The Administrative Agent shall have received such (i) such Uniform Commercial Code termination statements (appropriately completed and executed if applicable) for filing in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Collateral Documents and the other Loan Documents (including, without limitation, all Liens granted in favor of Merrill Lynch in connection with the loan documents referenced in Section 5.08), except for any such prior Liens which are expressly permitted by this Agreement to be prior and (ii) a payoff letter executed in connection with payments to extinguish or refinance existing Indebtedness made by the Borrower to Merrill Lynch as contemplated in Section 5.08(b)(ii).

(i) The Administrative Agent shall have received Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (g) above, reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Collateral Documents and the other Credit Documents, except for any such prior Liens (i) which are expressly permitted by this Agreement to be prior or (ii) for which the Administrative Agent has received a termination statement pursuant to subsection (h) above.

(j) The Administrative Agent shall have received appropriate documents for filing with the United States Patent and Trademark Office and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by each relevant Loan Party and, where appropriate, notarized.

(k) The Administrative Agent shall have received original certificates of insurance, loss payable and mortgagee endorsements naming the Administrative Agent as mortgagee, loss payee and additional insured, for all insurance policies required by Section 5.05 of this Agreement.

(l) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(m) The Administrative Agent shall have received such other financial, business and other information regarding the Borrower or any of its Subsidiaries as the Administrative Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower and the Guarantor set forth in this Agreement and the other Loan Documents shall be true and correct on and as of the date of such Borrowing.

(b) At the time of and immediately after giving effect to such Borrowing, no Default

or Event of Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

SECTION 4.03. Conditions Subsequent . It shall be an Event of Default under this Agreement, and the Lenders will not be obligated to make (or continue to make) advances hereunder, unless, on or before November 15, 2006, (a) the Administrative Agent shall have received a control agreement for each bank (other than the Administrative Agent) at which the Borrower maintains a deposit account, excluding payroll accounts and zero-balance disbursement accounts, each appropriately completed, duly executed by the Borrower and the Administrative Agent and acknowledged by the depository bank at which such account is maintained; and (b) the Borrower shall, and shall cause each Subsidiary to, establish and maintain its primary depository and treasury management relationship with the Administrative Agent or any Affiliate of the Administrative Agent.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and Obligations shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) within 120 days after the end of each fiscal year of the Borrower, its audited consolidated and consolidating balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, such consolidated statements reported on by Gordon, Hughes & Banks, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, which shall be accompanied by the related consolidating schedules used in the preparation of such consolidated statements or otherwise referred to by such accountants;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the individual balance sheet, related statements of operations and cash flows for the Borrower and each of its Subsidiaries, along with a consolidated balance sheet, related statements of operations and cash flows for the Borrower along with any eliminations and adjustments (and, if requested by the Administrative Agent, a consolidated statement of stockholders’ equity along with any eliminations and adjustments) as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all of which shall be certified by one of the Financial Officers of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with either (i) GAAP or (ii) the tax basis accounting system, in each case consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower in the form of Exhibit D hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12, (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 that has a material effect on such financial statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iv) reconciling any difference between the Consolidated Rents for each period relevant to the calculations required by clause (ii) above, on the one hand, and the line item for direct store rent in such financial statements for each such period, on the other hand, in form and detail reasonably satisfactory to the Administrative Agent, which certificate shall be accompanied by any additional information and supporting documentation reasonably requested by the Administrative Agent;

(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) within 30 days after the beginning of each fiscal year of the Borrower and each Guarantor, a consolidated and consolidating budget for the Borrower and each Subsidiary Guarantor for such fiscal year, and an operating plan for the Borrower and each Subsidiary Guarantor for such fiscal year, in each case in form and detail reasonably satisfactory to the Administrative Agent;

(f) as soon as available, but in any event within 30 days after the creation, sale or dissolution of any Subsidiary that is permitted hereunder, an updated Schedule 3.01 hereto reflecting appropriate changes thereto;

(g) promptly upon receipt thereof, copies of all “management letters” received by the Borrower from the Borrower’s independent accountants;

(h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower or such Subsidiary to its shareholders (or, if applicable, members) generally, as the case may be;

(i) within 150 days after the end of each fiscal year of VC Two, a review of its balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, such statements reported on by Gordon, Hughes & Banks, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of VC Two in accordance with GAAP consistently applied, which shall be accompanied by the related schedules used in the preparation of such statements or otherwise referred to by such accountants;

(j) within 90 days after the end of each of the first three fiscal quarters of each fiscal year of VC Two, its balance sheet and related statements of operations and cash flows (and, if requested by the Administrative Agent, its statement of stockholders’ equity) as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of)

the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of VC Two in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(k) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(d) any change in the articles of incorporation or bylaws (or other organizational documents) of any Loan Party or any Subsidiary (to the extent such change is not prohibited by Section 6.09) or in the Authorized Representatives of any Loan Party; and

(e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will each of its Subsidiaries and the other Loan Parties to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit the Administrative Agent to visit and inspect the properties of the Borrower and its Subsidiaries, to examine and make extracts from the Borrower’s and such Subsidiaries’ books and records, to audit the Borrower and the Collateral, and to discuss the affairs, finances and condition of the Borrower and its Subsidiaries with the officers and independent accountants of the Borrower and its Subsidiaries, at such reasonable times and intervals as the Administrative Agent may designate and at the Borrower’s sole cost and expense, with respect to the Collateral, the Borrower and the Borrower’s books, records, assets, operations or business; provided that the Administrative Agent may perform additional audits, at the Administrative Agent’s discretion, and at the Borrower’s sole cost and expense, upon the occurrence of a Default or Event of Default or based upon the Administrative Agent’s reasonable determination that there has been a material adverse change in the Borrower’s business or condition (financial or otherwise) or the Collateral.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries and the other Loan Parties to, comply with (a) all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property including, without limitation, all Environmental Laws and (b) all agreements and instruments to which the Borrower or any Subsidiary is a party or by this its assets are bound, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Use of Proceeds. The Borrower will, and will cause each Subsidiary to, use the proceeds of the (a) Revolving Loans made to the Borrower only (i) to finance the Borrower’s expansion with respect to new and existing stores and other Capital Expenditures of the Borrower permitted hereunder and (ii) for working capital and other general corporate purposes of the Borrower and its Subsidiaries, and (b) Term Loan made to the Borrower only (i) to make one or more Restricted Payments to the shareholders of the Borrower during the period beginning on the Effective Date and ending on (and including) December 31, 2006 not to exceed, in the aggregate, $17,000,000, (ii) to refinance existing indebtedness in favor of Merrill Lynch under (A) WCMA Reducing Revolver-Loan and Security Agreement, dated as of December 9, 2004, between the Borrower and Merrill Lynch Business Financial Services Inc., a Delaware corporation (“ MLBFS ”), and (B) WCMA Reducing Revolver-Loan and Security Agreement, dated as of August 26, 2005, between the Borrower and MLBFS, and (iii) for working capital and other general corporate purposes of the Borrower and its Subsidiaries. The Borrower will not, and will not permit any Subsidiary to, use, directly or indirectly, any of the proceeds of the Loans for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X. At the request of the Administrative Agent, the Borrower will furnish a properly completed Federal Reserve Board Form U-1.

SECTION 5.09. Issuance of Additional Guarantees, Security Agreements, Pledge Agreements and other Security Documents .

(a) If (x) the Required Lenders consent to the acquisition, creation or formation of a Subsidiary pursuant to Article VI, or (y) the Borrower consummates an Acquisition pursuant to Section 6.04, then the Borrower shall promptly after the acquisition, creation or formation thereof (and in any event within 10 days), in order to further secure the Obligations: (i) cause such Subsidiary to execute and deliver to the Administrative Agent (A) a guaranty, (B) a pledge and security agreement (pursuant to which such Subsidiary grants a first priority security interest in all of its assets, whether real, personal, tangible or intangible property, and the proceeds thereof, to the Administrative Agent for the ratable benefit of the Secured Parties) and (C) related documentation, in each case in form and substance

satisfactory to the Administrative Agent, including documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the guaranty and the pledge and security agreement referred to above), all in form, content and scope satisfactory to the Administrative Agent, and (ii) cause the direct parent entity of such Subsidiary (to the extent such parent entity has not already done so) to pledge, in favor of the Administrative Agent for the ratable benefit of the Secured Parties, 100% of the Equity Interests of such Subsidiary, or such lesser percentage as may be owned by such parent entity, pursuant to a pledge agreement and related documentation in form and substance satisfactory to the Administrative Agent, including documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such parent entity (which shall cover, among other things, the legality, validity, binding effect and enforceability of the pledge agreement referred to above), all in form, content and scope satisfactory to the Administrative Agent.

(b) If the Borrower or any Subsidiary acquires any real property, other than leasehold interests, with a value greater than $500,000 after the date of execution of this Agreement, then the Borrower shall promptly thereafter (and in any event within 10 days), deliver (or cause to be delivered by such Subsidiary, as applicable), to further secure the Obligations, (i) deeds of trust, mortgages, acknowledgments and other security documents or instruments in form and substance satisfactory to the Administrative Agent, in each case for the purpose of granting, confirming, protecting and perfecting Liens or security interests in such real property and (ii) related documentation, in each case in form and substance satisfactory to the Administrative Agent, including documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to the Borrower or such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the security documents and instruments referred to above), all in form, content and scope satisfactory to the Administrative Agent.

(c) If the Borrower or any Subsidiary acquires any leasehold interest after the date of execution of this Agreement to which Leasehold Mortgage and Leasehold Acknowledgement requirements are applicable, then the Borrower shall promptly thereafter (and in any event within 10 days), (x) notify the Administrative Agent thereof, and (y) deliver (or cause to be delivered by such Subsidiary, as applicable), to further secure the Obligations, such (i) Leasehold Mortgages, Landlord Acknowledgements, acknowledgments and other security documents or instruments in form and substance satisfactory to the Administrative Agent, in each case for the purpose of granting, confirming, protecting and perfecting Liens or security interests in such real property and (ii) related documentation, in each case in form and substance satisfactory to the Administrative Agent, including documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to the Borrower or such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the security documents and instruments referred to above), in each case as reasonably requested by the Administrative Agent, all in form, content and scope satisfactory to the Administrative Agent; provided that no Event of Default shall occur with respect to this Section 5.09(c) so long as, with respect to any Landlord Acknowledgement or Leasehold Mortgage for which no Loan Party nor any Subsidiary or Affiliate thereof is the grantee of a leasehold interest or is signing such document as an owner or lessor with respect to such leasehold interest, the Borrower is using commercially reasonable efforts to obtain such Landlord Acknowledgement and Leasehold Mortgage.

(d) Upon the Reorganization, the Borrower shall promptly (and in any event within 10 days), in order to further secure the Obligations: (i) cause the Parent to execute and deliver to the Administrative Agent (A) a guaranty, (B) a pledge and security agreement (pursuant to which the Parent grants a first priority security interest in all of its assets, whether real, personal, tangible or intangible property, and the proceeds thereof, to the Administrative Agent for the ratable benefit of the Secured Parties) and (C) related documentation, in each case in form and substance satisfactory to the Administrative Agent, including documents of the types referred to in Section 4.01(d) and favorable

opinions of counsel to the Parent (which shall cover, among other things, the legality, validity, binding effect and enforceability of the guaranty and the pledge and security agreement referred to above), all in form, content and scope satisfactory to the Administrative Agent, and (ii) cause the Parent to pledge, in favor of the Administrative Agent for the ratable benefit of the Secured Parties, 100% of the Equity Interests of the Borrower pursuant to a pledge agreement and related documentation in form and substance satisfactory to the Administrative Agent, including documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such parent entity (which shall cover, among other things, the legality, validity, binding effect and enforceability of the pledge agreement referred to above), all in form, content and scope satisfactory to the Administrative Agent.

(e) Upon the reasonable request of the Administrative Agent, the Borrower shall promptly provide the Administrative Agent with information sufficient to allow the Administrative Agent to prepare and file Uniform Commercial Code fixture filings in such jurisdictions as the Administrative Agent deems necessary to perfect its Liens under the Loan Documents; provided that the Administrative Agent shall not file a Uniform Commercial Code fixture filing to the extent that the Borrower gives written notice to the Administrative Agent that such filing would violate the provisions of the Lease relating to the premises upon which such fixture is located.

SECTION 5.10. Other Agreements . The Borrower will, and will cause each of its Subsidiaries and the other Loan Parties to:

(a) deliver to the Administrative Agent an acknowledgement and waiver of Liens from each warehouse not owned by the Borrower or any Subsidiary in which the Borrower or any Subsidiary is storing any Collateral, in each case promptly following the date on which the Borrower commences storing any Collateral at such warehouse; and

(b) comply with all terms and conditions of each of the (i) Subordination Agreement, (ii) Membership Pledge Consent Agreement, (iii) License Agreement Acknowledgement and (iv) Borrower License Agreement.

SECTION 5.11. Banking Relationship . Unless otherwise agreed by the Administrative Agent in writing and except as provided in Section 4.03, the Borrower will, and will cause each Subsidiary to, establish and maintain its primary banking depository, disbursement and treasury management relationship with the Administrative Agent or any Affiliate of the Administrative Agent in each town, city or metropolitan area in each state in which the Administrative Agent or any Affiliate of the Administrative Agent has a banking presence; provided that this Section 5.11 shall not require the Borrower to use a product or service of the Administrative Agent or any of its Affiliates in the event the charge proposed by the Administrative Agent or such Affiliate for such product or service is more than the Administrative Agent’s published rate in the State of Colorado for such product or service.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the Obligations have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder and under the other Loan Documents;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01;

(c) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness of the Borrower and all Subsidiaries permitted by this clause (c) shall not exceed $250,000 at any time outstanding;

(d) Indebtedness arising under Swap Agreements permitted under Section 6.05;

(e) Indebtedness of (i) the Borrower owing to any Subsidiary, provided that any Subsidiary that has not granted a security interest to the Administrative Agent, for the ratable benefit of the Secured Parties, to secure the Obligations, including, without limitation, Boulder VC, shall execute and deliver to the Administrative Agent a subordination agreement in form and substance satisfactory to the Administrative Agent, and (ii) any Guarantor (other than Boulder VC) owing to the Borrower;

(f) Indebtedness of VC Two evidenced by the VC Two Notes assumed by the Borrower in connection with any transaction permitted under Section 6.03(a)(i)(F) of this Agreement; and

(g) additional Indebtedness of the Borrower in aggregate principal amount outstanding at any time not exceeding $500,000.

SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof;

(c) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (c) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or its Subsidiaries;

(d) Liens created under Leases on equipment and fixtures on the leased premises, provided that such Liens are subordinated to the Liens created by the Collateral Documents;

(e) Liens created by the Collateral Documents; and

(f) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be.

SECTION 6.03. Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, (i) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets or the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), other than (A) sales, leases, transfers or other dispositions of inventory or other assets held for sale, lease, conveyance or other disposition, in each case in the ordinary course of business, (B) licenses, leases and subleases granted to other Persons in the ordinary course of business and not interfering with the businesses of the Borrower or any Subsidiary in any material respect, (C) sales or dispositions of obsolete, damaged, worn-out or surplus equipment disposed of in the ordinary course of business, (D) subleases of real or personal property on commercially reasonable terms to the extent that the Borrower determines that such property is no longer necessary in the conduct of the business of the Borrower and its Subsidiaries, (E) the Reorganization, and (F) a merger of VC Two into or a consolidation of VC Two with the Borrower so long as, on the date such merger or consolidation occurs, (1) VC Two has no (a) assets other than the Trademarks (as defined in the Trademark Security Agreement) and (b) liabilities other than the Indebtedness evidenced by the VC Two Notes, and (2) no Default or Event of Default then exists or would occur as a result thereof, or (ii) cease operations, liquidate or dissolve, except that, in case of clauses (i) and (ii) above, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (1) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (2) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or any other Subsidiary, and (3) any Subsidiary (other than any Subsidiary Guarantor) may liquidate or dissolve if the Borrower reasonably determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto; provided that Boulder VC shall not conduct any business other than the operation of the Boulder VC Stores and activities reasonably related thereto.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions . The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or make any Acquisition, except:

(a) Permitted Investments;

(b) (i) investments by the Borrower or any Subsidiary in the capital stock of any

Guarantor, provided that any investments in Boulder VC shall be limited to those investments existing on the date hereof or (ii) intercompany loans and advances by and between the Borrower and its Subsidiaries that are permitted in accordance with Section 6.01(e);

(c) loans or advances of salary made by the Borrower or any Subsidiary to any officer, employee or consultant of the Borrower or such Subsidiary in the ordinary course of business;

(d) travel and entertainment advances and other loans to officers and employees for customary business purposes in connection with their employment by the Borrower or any of its Subsidiaries;

(e) investments of the Borrower and all Subsidiaries (other than those described under any other clause of this Section 6.04) in an amount not to exceed $250,000 in the aggregate at any one time outstanding in Persons that are not Affiliates of any Loan Party;

(f) Acquisitions by the Borrower, provided that (i) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (ii) such Acquisition is initiated and completed on a “friendly” basis, (iii) as of the date of consummation of such Acquisition, the aggregate Trailing Revenue of (A) the Person(s) or assets to be acquired by the Borrower in connection with such Acquisition and (B) any Person(s) or assets acquired by the Borrower in connection with any other Acquisitions occurring within 12 months of such date, shall not exceed ten percent (10%) of the Trailing Revenue for the Borrower and Boulder VC immediately prior to such Acquisition, calculated on a consolidated basis, (iv) in any rolling 12 month period, the purchase price for all such Acquisitions, including the contemplated Acquisition, shall not exceed, in the aggregate, $10,000,000, and (v) at least five Business Days prior to the consummation of each Acquisition, the Borrower shall have delivered a certificate of an Authorized Representative certifying compliance with the foregoing conditions (and attaching reasonably detailed calculations);

(g) extensions of trade credit in the ordinary course of business;

(h) any notes, securities or other instruments received as part of the settlement of litigation or in satisfaction of extensions of credit to any Person otherwise permitted hereunder pursuant to the reorganization, bankruptcy or liquidation of such Person;

(i) investments existing on the Effective Date and set forth on Schedule 6.04; and

(j) extensions of credit by Borrower in favor of Boulder VC solely to the extent consisting of purchases of inventory by Borrower for and on behalf of Boulder VC in the ordinary course of Borrower’s and Boulder VC’s business consistent with past practice; provided that (i) each such extension of credit shall be repaid in full in accordance with its terms and in any event not less than 30 days after the date of the purchase related to the applicable extension of credit, and (ii) if the aggregate outstanding amount of all such extensions of credit at any time exceeds $500,000, then the Borrower shall cause Boulder VC to execute and deliver a promissory note in favor of Borrower for such amount, and Borrower shall pledge such promissory note to the Administrative Agent for the benefit of the Lenders, which promissory note shall constitute Collateral hereunder.

SECTION 6.05. Swap Agreements; Other Agreements.

(a) The Borrower will not, and will not permit any Subsidiary to, enter into any Swap Agreement, except (i) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of the

Borrower or Subsidiary), and (ii) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any of its Subsidiaries, in each case so long as any such Swap Agreement is either (A) unsecured or (B) entered into with a Lender or an Affiliate of a Lender.

(b) The Borrower will not, and will cause each of its Subsidiaries and the other Loan Parties to not (i) make any payments or prepayments of Royalties or any other payments to VC Two except in accordance with the terms and conditions of the Subordination Agreement, and (ii) amend the License Agreement Acknowledgement or the Borrower License Agreement.

SECTION 6.06. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) so long as no Default or Event of Default exists or would arise as a result thereof, subject to Section 6.12(b), Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; provided that, with respect to each of clauses (a) — (c) above, such Person and the Persons holding its Equity Interests are in compliance with Section 7-80-606 of the Colorado Revised Statutes, and (d) the Borrower may make a Restricted Payment on the Effective Date in accordance with the terms of Section 5.08(b)(i).

SECTION 6.07. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties and otherwise permitted under the Loan Documents, (b) transactions between or among the Borrower and its wholly-owned Subsidiaries not involving any other Affiliate and otherwise permitted under the Loan Documents, (c) any Restricted Payment permitted by Section 6.06, (d) payments of reasonable and customary directors’ fees and indemnities of directors, officers and employees and (e) loans or advances to officers or employees of the Borrower or any of its Subsidiaries to pay business related travel expenses or reasonable relocation costs of such officers or employees or for other customary business purposes in connection with their employment by the Borrower or any of its Subsidiaries.

SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or

to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

SECTION 6.09. Modification of Organizational Documents . The Borrower will not, and will not suffer or permit any Subsidiary to, amend or otherwise modify the articles of incorporation, bylaws or other organizational documents of the Borrower or any Subsidiary, including, without limitation, the Limited Liability Company Operating Agreement of Boulder VC, dated June 23, 1998, as amended by (a) that certain Action By Unanimous Written Consent of the Members of Boulder Vitamin Cottage Group, LLC, dated as of June 22, 2006 to be effective as of August 27, 1999, and (b) that certain Action By Unanimous Written Consent of the Members of Boulder Vitamin Cottage Group, LLC, dated April 27, 2006, in a manner adverse to the Administrative Agent or the Lenders.

SECTION 6.10. Sale and Leaseback Transactions . The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction.

SECTION 6.11. Change in Fiscal Year . The Borrower will not, and will not suffer or permit any Subsidiary to, change the fiscal year of the Borrower or any Subsidiary.

SECTION 6.12. Financial Covenants . The Borrower will maintain, and cause to be maintained, the following financial covenants at all times on and after March 31, 2007, to be measured at the end of each fiscal quarter:

(a) Consolidated Leverage Ratio shall be (i) through and including December 30, 2007, less than or equal to 4.50 to 1.00; (ii) from and including December 31, 2007 through and including December 30, 2008, less than or equal to 4.00 to 1.00; and (iii) from and including December 31, 2008 and thereafter, less than or equal to 3.50 to 1.00.

(b) Consolidated Fixed Charge Coverage Ratio shall be greater than or equal to 1.25 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement; provided that the Consolidated Fixed Charge Coverage Ratio will be measured on March 31, 2007, for the previous three fiscal quarters ending on March 31, 2007 (each such four fiscal quarter period or three fiscal quarter period, a “ Calculation Period ”); provided further that if Boulder VC has paid any Restricted Payments in any fiscal quarter pursuant to Section 6.06(b) in excess of the amount necessary to pay Taxes required to be paid by the members of Boulder VC to any Governmental Authority as a result of such member’s ownership interest in Boulder VC (the amount of any such excess, each an “ Excess Dividend ”), then the Consolidated Fixed Charge Coverage Ratio for each Calculation Period that includes the fiscal quarter in which such Excess Dividend was paid shall be greater than or equal to 1.40 to 1.00.

(c) Consolidated EBITDA to Revenue Ratio shall be greater than or equal to 0.055 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement; provided that the Consolidated EBITDA to Revenue Ratio will be measured on March 31, 2007, for the

previous three fiscal quarters ending on March 31, 2007.

ARTICLE VII

Events of Default

If any of the following events (“ Events of Default ”) shall occur:

(a) the Borrower shall fail to pay (i) any principal of any Loan, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise or (ii) any interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document, within five (5) days of the date the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any representation or warranty made or deemed made by or on behalf of the Borrower or any Loan Party in or in connection with this Agreement or any other Loan Document, or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(c) the Borrower or any Guarantor shall fail to observe or perform, or shall fail to cause to be observed or performed, any covenant, condition or agreement contained in (i) Section 5.02, 5.03 (with respect to the Borrower’s or any Guarantor’s existence), 5.08 or 5.09 or in Article VI, (ii) the provisions of Section 6 of each of (A) the Boulder VC Guaranty and (B) the VC Two Guaranty that, in each case, incorporate by reference any of the provisions in clause (i), (iii) the Security Agreement (other than Sections 6(d), (e), (i), (k) and (l)), which failure continues beyond any period of grace provided in the Security Agreement, or (iv) the Trademark Security Agreement (other than Sections 6(f), (h) and (k)), which failure continues beyond any period of grace provided in the Trademark Security Agreement;

(d) the Borrower or any Guarantor shall fail to observe or perform, or shall fail to cause to be observed or performed, any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those specified in clause (a) or (c) of this Article), and such failure shall continue unremedied for a period of 15 days after the earlier to occur of (i) notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (ii) an Authorized Representative of the Borrower becomes aware of any such failure;

(e) the Borrower or any Loan Party shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(f) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or any Subsidiary or of its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) any Loan Party or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(i) any Loan Party or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(j) one or more judgments for the payment of money in an aggregate amount (to the extent not paid or covered by insurance) in excess of $100,000 shall be rendered against the Borrower, any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Loan Party to enforce any such judgment;

(k) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(l) a Change in Control shall occur;

(m) the occurrence of any “default” or “event of default,” as defined in any Lease, or the material breach of any of the terms of provisions of any Lease by any Loan Party, which default, event of default or material breach (i) continues beyond any period of grace therein provided and relates to payments of rent due under such Lease, (ii) has resulted in the landlord under such Lease delivering a notice of termination of such Lease to the relevant Loan Party or (iii) could reasonably be expected to result in a Material Adverse Effect;

(n) the occurrence of any “default” or “event of default”, or the material breach of any of the terms of provisions of either the Borrower License Agreement or the License Agreement Acknowledgement by any Loan Party, which default, event of default or material breach (i) continues beyond any period of grace therein provided, or (ii) could reasonably be expected to result in a Material Adverse Effect;

(o) the Royalties shall cease for any reason to be validly subordinated to the Obligations under the Loan Documents as provided in the Subordination Agreement, or any Loan Party or any Affiliate of any Loan Party shall so assert;

(p) any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person (excluding each Secured Party) contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party or any other Person (excluding each Secured Party) denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document; or

(q) any event or circumstance shall exist or occur that has had a Material Adverse Effect;

then, and in every such event (other than an event with respect to any Loan Party or any Subsidiary described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, with the consent of, and shall, at the request of, the Required Lenders, by notice to the Borrower take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to any Loan Party or any Subsidiary described in clause (g) or (h) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Administrative Agent

Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or

exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions

taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Without limiting the Obligations of the Borrowers hereunder, each Lender agrees to indemnify the Administrative Agent, ratably in accordance with its Applicable Percentage, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, however, that no Lender shall be liable for any of the foregoing to the extent they arise from the Administrative Agent’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). The Administrative Agent shall be fully justified in refusing to take or in continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The obligations of each Lender under this Article 8 shall survive the payment and performance of the Obligations, the termination of this Agreement and any Lender ceasing to be a party to this Agreement (with respect to events which occurred prior to the time such Lender ceased to be a Lender hereunder).

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at 12612 West Alameda Parkway, Lakewood, Colorado 80228, Attention: Kemper Isely;

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Mail Code: CO1 — 9529, 1125 Seventeenth Street, Third Floor, Denver, Colorado 80202, MC: C01-9529, Attention: Patrick E. Green, Senior Vice President (Telecopy No. (303) 296-1304); and

(iii) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its

discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, or (vi) other than pursuant to a transaction permitted by the terms of this Agreement or any other Loan Document, (A) release any Loan Party from its guaranty of the Obligations, or (B) release all or substantially all of the Collateral without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with

the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify the Administrative Agent, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written

consent (such consent not to be unreasonably withheld) of:

(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such assignment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(E) without written consent of the Administrative Agent, no Lender may make any assignment hereunder which does not assign and delegate an equal pro rata interest in such Lender’s Revolving Loans, Term Loans, Commitments and all other rights, duties and obligations of such Lender under this Agreement and the other Loan Documents.

For the purposes of this Section 9.04(b), the term “ Approved Fund ” has the following meaning:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender

thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.06(b), 2.17(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)(i) Any Lender may, without the consent of Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were a Lender.

(ii) A Participant shall not be entitled to receive any greater payment under Section

2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as though it were a Lender.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or

Affiliate to or for the credit or the account of the Borrower or any Loan Party against any of and all the obligations of the Borrower or any Loan Party now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF COLORADO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

(b) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF (i) ANY UNITED STATES FEDERAL OR COLORADO STATE COURT SITTING IN DENVER, COLORADO AND (ii) THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

(c) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) THE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN ANY OF THE ABOVE-MENTIONED COURTS BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF COLORADO, AT ITS ADDRESS SPECIFIED IN SECTION 9.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER

THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “ Information ” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.14. USA PATRIOT Act . Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and

record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

EXECUTION PAGE FOLLOWS

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

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, President

	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Patrick E. Green
		Patrick E. Green, Senior Vice President

EXECUTION PAGE—CREDIT AGREEMENT

EXHIBIT 10.3

FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Credit Agreement (the “ Amendment ”) dated this 2 nd day of November, 2006, is by and among JPMorgan Chase Bank, N.A. (the “ Bank ”) and Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”). Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement (defined below).

PRELIMINARY STATEMENTS

Subject to the terms and conditions set forth in this Amendment, the Bank and the Company have agreed to amend certain conditions.

AGREEMENT

IN CONSIDERATION of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Bank and the Administrative Agent agree as follows:

1. Amendment . The Agreement is hereby amended as follows:

a. SECTION 4.03. Conditions Subsequent . Section 4.03 is hereby amended by deleting the text “on or before November 15, 2006” and replacing with “on or before December 15, 2006”.

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

a. The Company shall have (i) executed and delivered or caused to be executed and delivered this Amendment and all other documents reasonably required by the Bank and (ii) complied with such additional conditions and requests as the Bank may reasonably require.

occurred and be continuing under any of the Loan Documents or will occur as a result of this Amendment.

c. The Company shall pay or cause to be paid all of the reasonable expenses incurred by the Bank in connection with the preparation of, and transactions contemplated by, this Amendment, including, without limitation, the reasonable fees and disbursements of the Bank’s attorneys and their staff.

3. Representations, Warranties and Covenants . The Company hereby represents, warrants and covenants that the execution, delivery and performance by the Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Bank in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

4. Miscellaneous .

a. The Company hereby certifies to the Bank that as of the date of this Amendment (i) all of the Company’s representations and warranties contained in the Loan Documents are true, complete and correct in all material respects as if made on the date hereof, and (ii) no default or Event of Default has occurred and is continuing under any Loan Document or will occur as a result of this Amendment.

b. Except as expressly set forth herein, the Loan Documents shall remain as originally stated and in full force and effect. The Company and the Bank hereby confirm and ratify each of the provisions of the Loan Documents as amended hereby. The Loan Documents shall be amended as set forth in this Amendment and shall be deemed modified as of the Effective Date. From and after the Effective Date all references to any Loan Document in the Loan Documents shall be deemed references to the Loan Documents as amended hereby.

thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, that the Company has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document. This Amendment shall be governed by, and construed in accordance with, the substantive laws (other than conflict laws) of the State of Colorado.

e. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF COLORADO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and permissible assigns.

f. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment shall become a part of the “ Loan Documents”.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, President

	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Patrick E. Green
		Patrick E. Green, Senior Vice President

[Signature Page to First Amendment to Credit Agreement]

EXHIBIT 10.4

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to Credit Agreement (the “ Amendment ”) dated this 13th day of December, 2006, is by and among JPMorgan Chase Bank, N.A. (the “ Bank ”) and Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”). Capitalized terms used in this Second Amendment and not defined in this Second Amendment shall have the meaning given to such terms in the Credit Agreement and First Amendment (defined below).

PRELIMINARY STATEMENTS

The Bank and the Company entered into that certain Agreement, dated as of September 29, 2006 (the “ Credit Agreement ”), under the terms of which the Bank agreed to extend credit to the Company as described in Article II of the Agreement. On November 2, 2006, the Bank and the Company entered into a First Amendment to Credit Agreement (herein “First Amendment”) which is incorporated herein by reference.

Subject to the terms and conditions set forth in this Amendment, the Bank and the Company have agreed to amend certain conditions.

AGREEMENT

1. Amendment . The Agreement is hereby amended as follows:

a. SECTION 4.03. Conditions Subsequent . Section 4.03 is hereby amended by deleting the text “on or before December 15, 2006” and replacing with “on or before February 28, 2007”.

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

b. (i) All representations and warranties made in the Credit Agreement shall be true, complete and correct in all material respects as of the date hereof as if made on the date hereof, and (ii) no default or Event of Default shall have occurred and be continuing under any of the Loan Documents or will occur as a result of this Amendment.

4. Miscellaneous .

c. The Company hereby absolutely and unconditionally releases and forever discharges the Bank and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, that the Company has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

e. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF COLORADO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and permissible assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, President

	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Patrick E. Green
		Patrick E. Green, Senior Vice President

EXHIBIT 10.5

THIRD AMENDMENT TO CREDIT AGREEMENT

This Third Amendment to Credit Agreement (the “ Amendment ”) dated this 26th day of June, 2007, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent .” Capitalized terms used in this Third Amendment and not defined in this Third Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

C. VC Two has executed and delivered the VC Two Guaranty.

D. The Company has the asked the Lenders and the Agent to agree to, and the Lenders and the Agent have agreed to, amend the terms and conditions of the Credit Agreement, in each case subject to and as more fully set forth in this Amendment.

AGREEMENT

IN CONSIDERATION of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent agree as follows:

1. Amendments . The Agreement is hereby amended as follows:

a. SECTION 1.01. Definition of Restructuring Charges . The definition of Restructuring Charges is hereby amended by (i) deleting the text “June 30, 2007” and replacing it with “December 31, 2007” and (ii) adding the text “and extra one-time audit fees as

a result of the adoption of Sept 30th as a new fiscal year end, plus any accounting fees related to drafting an S-1” after the text “investment banking fees”.

b. SECTION 1.04. Accounting Terms; GAAP . Section 1.04 is hereby amended by (i) deleting the word “and” before “(iii)” and substituting therefore a comma, and (ii) adding a new clause (iv) at the end of such Section as follows:

(iv) “until such time as the Borrower shall convert its internal accounting procedures to be fully GAAP compliant, subject to the foregoing provisos in this Section 1.04, all terms of an accounting or financial nature (including without limitation all calculations under Section 6.12) shall either be construed in accordance with GAAP, as in effect from time to time, or be construed in accordance with the tax-basis accounting system.”

c. SECTION 4.03. Conditions Subsequent . Section 4.03 is hereby amended by deleting the period at the end of the section and adding the following text at the end of such Section: “; provided, however, that the following two deposit accounts of the Borrower maintained with Merrill Lynch [Business Financial Services, Inc.] may remain open without control agreements:

(y) account numbered 431-07J94 for purposes of funding commercial card payments each month with a balance not to exceed the greater of what is required to make such payments or the minimum balance requirement to maintain the commercial card program and

(z) construction account numbered 431-07O36 with a balance not to exceed $25,000.”

d. SECTION 5.01(b). Financial Statements; Ratings Change and Other Information . Section 5.01(b) is hereby amended by deleting the text “and cash flows” from the second line thereof.

e. SECTION 5.01(j). Financial Statements; Ratings Change and Other Information . Section 5.01(j) is hereby amended by deleting the text “and cash flows”.

f. SECTION 6.11. Change in Fiscal Year . Section 6.11 is hereby amended by deleting the period at the end of the section and adding the following text at the end of the section: “; provided, however, that, upon not less than 10 Business Days notice to the Administrative Agent, the Borrower may change its or any of its

Subsidiaries’ fiscal year end to September 30 in connection with the anticipated IPO.”

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

a. The Company shall have (i) executed and delivered or caused to be executed and delivered this Amendment and all other documents reasonably required by the Agent and (ii) complied with such additional conditions and requests as the Agent may reasonably require.

c. The Company shall pay or cause to be paid all of the reasonable expenses incurred by the Agent in connection with the preparation of, and transactions contemplated by, this Amendment, including, without limitation, the reasonable fees and disbursements of the Agent’s attorneys and their staff.

3. Representations, Warranties and Covenants . The Company hereby represents, warrants and covenants that the execution, delivery and performance by the Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Agent in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

4. Miscellaneous .

date hereof, and (ii) no default or Event of Default has occurred and is continuing under any Loan Document or will occur as a result of this Amendment.

b. Except as expressly set forth herein, the Loan Documents shall remain as originally stated and in full force and effect. The Company hereby confirms and ratifies each of the provisions of the Loan Documents as amended hereby. The Loan Documents shall be amended as set forth in this Amendment and shall be deemed modified as of the Effective Date. From and after the Effective Date all references to any Loan Document in the Loan Documents shall be deemed references to the Loan Documents as amended hereby.

c. Each of the Company, Boulder VC and VC Two hereby absolutely and unconditionally releases and forever discharges the Agent, each Lender and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, that the Company, Boulder VC or VC Two has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Credit Agreement as of the date first set forth above.

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
a Colorado corporation


By:		/s/ Kemper Isely
		Kemper Isely, President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:		/s/ Patrick E. Green
			Patrick E. Green, Senior Vice President

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

BOULDER VITAMIN COTTAGE GROUP, LLC


By:		/s/ Kemper Isely
Name:		Kemper Isely
Title:		Co-President of Vitamin Cottage
		Natural Food Markets, Inc., Manager
		of Boulder Vitamin Cottage Group, LLC
VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


By:	/s/ Kemper Isely
Name:	Kemper Isely
Title:	Manager

EXHIBIT 10.6

Execution Version

FOURTH AMENDMENT TO CREDIT AGREEMENT

This Fourth Amendment to Credit Agreement (the “ Amendment ”), dated as of the 30th day of November, 2008, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent .” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

C. VC Two has executed and delivered the VC Two Guaranty and the Trademark Security Agreement.

AGREEMENT

1. Amendments . The Agreement is hereby amended as follows:

a. SECTION 1.01. Definition of ABR . The definition of “ABR” is hereby deleted and all references in the Credit Agreement to the term “ABR” shall be amended to refer to “CBFR.”

b. SECTION 1.01. Definition of Adjusted One Month LIBOR Rate . A new definition of “Adjusted One Month LIBOR Rate” shall be inserted which shall read as follows:

““Adjusted One Month LIBOR Rate” means, for any day, an interest rate per annum equal to the sum of (i) 2.50% per annum plus (ii) the product of (a) the interest rate determined by the Administrative Agent by reference to Reuters Screen LIBOR01 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m. London time, on such date or, if such date is not a Business Day, on the immediately preceding Business Day for dollar deposits with a maturity equal to one (1) month, multiplied by (b) the Statutory Reserve Rate.”

c. SECTION 1.01. Definition of Alternate Base Rate . The definition of “Alternate Base Rate” is hereby deleted and all references in the Credit Agreement to the term “Alternate Base Rate” shall be amended to refer to “CB Floating Rate.”

d. SECTION 1.01. Definition of Applicable Margin . The definition of “Applicable Margin” is hereby amended by (i) deleting the table set forth therein and replacing it with the following:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee Rate
1	< 2.75x	0.00	%	2.50	%	0.50	%
2	> 2.75x and < 3.75x	0.25	%	2.75	%	0.50	%
3	> 3.75x	0.50	%	3.00	%	0.50	%

, and (ii) adding the following at the end of the penultimate sentence thereof: “; provided that, without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately succeeding sentence, from and including December 1,

2008 until April 1, 2009, the Applicable Margin shall be as set forth in Tier 2 of the preceding table.”

e. SECTION 1.01. Definition of Business Day . The definition of “Business Day” is hereby amended by inserting the text “or the Adjusted One Month LIBOR Rate after the text “Eurodollar Loan” in the third line thereof.

f. SECTION 1.01. Definition of CB Floating Rate . A new definition of “CB Floating Rate” shall be inserted which shall read as follows:

““CB Floating Rate” means, for any day, the Prime Rate in effect on such day; provided that the CB Floating Rate shall, on any day, never be less than the Adjusted One Month LIBOR Rate. Any change in the CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be effective from and including the effective date of such change in the Prime Rate or the Adjusted One Month LIBOR Rate, respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive and binding, absent manifest error) that it is unable to ascertain the Adjusted One Month LIBOR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, then, subject to the proviso in the first sentence of this definition, the CB Floating Rate shall be equal to the Prime Rate until the circumstances giving rise to such inability no longer exist.

g. SECTION 1.01. Definition of CBFR . A new definition of “CBFR” shall be inserted which shall read as follows:

““CBFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the CB Floating Rate.”

h. SECTION 1.01. Definition of Consolidated EBITDA . The definition of “Consolidated EBITDA” is hereby amended by (i) inserting the text “and all other non-recurring non-cash charges for such period, to the extent approved by the Administrative Agent, which approval will not be unreasonably withheld” in the sixth line after the text “intangible assets”, (ii) inserting the text “in any such case” after the word “excluding” in the seventh line thereof and (iii) inserting the text “, minus , to the extent included in

Consolidated Net Income for such period, all non-recurring non-cash gains for such period.”

i. SECTION 1.01. Definition of Consolidated EBITDAR . The definition of “Consolidated EBITDAR” is hereby amended by deleting the text “Consolidated Rent” in the third line there of and replacing such text with the following: “rent expensed for the use of improved and unimproved real property (but excluding real estate taxes and common area maintenance expenses in each case to the extent paid or payable by the Borrower and the Subsidiary Guarantors on or with respect to their leased premises).”

j. SECTION 1.01. Definition of Consolidated Net Income . The definition of “Consolidated Net Income” is hereby amended by (i) deleting the text “(a) rent expensed for the use of improved and unimproved real property on the financial statements of the Borrower and the Subsidiary Guarantors calculated on a consolidated basis in accordance with GAAP for such period, and (b)” and (ii) deleting the text “(x) Consolidated Rent for such period and (y).”

k. SECTION 1.01. Definition of Consolidated Rent . The definition of “Consolidated Rent” is hereby amended by inserting the text “, provided that “Consolidated Rent” shall not include real estate taxes and common area maintenance expenses in each case to the extent paid or payable by the Borrower and the Subsidiary Guarantors on or with respect to their leased premises” at the end thereof.

l. SECTION 1.01. Definition of LIBO Rate . The definition of “LIBO Rate” is hereby amended by (i) deleting the text “Page 3750 of the Dow Jones Market Service” and replacing it with “Reuters Screen LIBOR01.”

m. SECTION 1.01. Definition of Prime Rate . The definition of “Prime Rate” is hereby amended by the insertion of the following text at the end thereof: “THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE JPMORGAN CHASE BANK, N.A.’S LOWEST RATE.”

n. SECTION 2.02(c). Borrowing Amounts . The second sentence of Section 2.02(c) is hereby deleted in its entirety.

o. SECTION 5.01. Deletion of VC Two Reporting Requirements . Section 5.01 is hereby amended by deleting clauses (i) and (j) in their entirety and deleting the text “(k)” and replacing it with “(i).”

p. SECTION 6.05. Royalty Payments . Section 6.05(b) is hereby amended by deleting the words “except in accordance with the terms and conditions of the Subordination Agreement” in the third line thereof.

q. SECTION 6.12(a). Consolidated Leverage Ratio . Section 6.12(a) is hereby amended in its entirety to read as follows:

“(a) Consolidated Leverage Ratio shall be (i) through and including December 30, 2009, less than or equal to 4.00 to 1.00; (ii) from and including December 31, 2009 through and including December 30, 2010, less than or equal to 3.75 to 1.00; and (iii) from and including December 31, 2010 and thereafter, less than or equal to 3.50 to 1.00.”

r. SECTION 6.12(b). Consolidated Fixed Charge Coverage Ratio . Section 6.12(b) is hereby amended in its entirety to read as follows:

“(b) Consolidated Fixed Charge Coverage Ratio shall be greater than or equal to 1.25 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

s. SECTION 5.12. Intellectual Property . A new Section 5.12 shall be inserted which shall read as follows:

SECTION 5.12 Intellectual Property . The Borrower shall, and shall cause its Subsidiaries to, take all action as requested by the Administrative Agent to protect and preserve its rights in all Intellectual Property Rights (as defined in the Security Agreement) material to its business, including, without limitation, the following: (a) prepare and file applications no later than February 28, 2009 for the federal registration with the United States Patent and Trademark Office of the Company or its Subsidiaries’ rights in those certain tradenames “Natural Grocers” and “Natural Grocers by Vitamin Cottage,” (b) use commercially reasonable efforts to diligently pursue each such application to obtain such federal registration, (c) execute and deliver, and cause to be recorded, any and all agreements, instruments and documents as the Administrative Agent may request to evidence or perfect the Secured Parties’ security interest in such Intellectual Property Rights and (d) promptly notify the Administrative Agent of obtaining federal registration of any Intellectual

Property Rights or of any abandonment or final rejection of any federal registration application. No later than February 28, 2009, the Borrower shall (i) execute and deliver, and cause to be recorded with the United States Patent and Trademark Office, a trademark security agreement in form satisfactory to the Administrative Agent relating to the Secured Parties’ security interest in the Borrower’s registered trademark in “Health Hotline” and (ii) correct, or cause VC Two to correct, in the records of the United States Patent and Trademark Office, the proper legal name of VC Two as the registrant of the “Vitamin Cottage Natural Grocers” trademark. The Borrower shall provide prompt written notice to the Administrative Agent if the Borrower or any Subsidiary thereof acquires any Intellectual Property Right that is material to the business of the Borrower or any Subsidiary thereof.”

t. SECTION 5.13 Natural Systems, LLC . A new Section 5.13 shall be inserted which shall read as follows:

“SECTION 5.13 Natural Systems, LLC . No later than December 31, 2008, the Borrower shall cause Natural Systems, LLC, a Colorado limited liability company (“ Natural Systems ”) to execute and deliver to the Administrative Agent (a) a guaranty, (b) a pledge and security agreement granting to the Administrative Agent for the ratable benefit of the Secured Parties a first priority security interest in all of the assets of Natural Systems, and (c) a certificate of the manager or member of Natural Systems, as appropriate, (i) relating to the organization, existence and good standing of Natural Systems, the authorization of such guaranty and pledge and security agreement and the incumbency, signatures and authority of the persons authorized to execute, deliver and perform such guaranty and pledge and security agreement and (ii) attaching the articles of organization and operating agreement (if any) of Natural Systems and appropriate resolutions authorizing such guaranty and pledge and security agreement, each of the documents listed in (a), (b) and (c) above in form and substance satisfactory to the Administrative Agent.”

u. SCHEDULE 3.01. Schedule 3.01 is hereby deleted and replaced with Schedule 3.01 to this Amendment.

v. SCHEDULE 3.16. Schedule 3.16 is hereby deleted and replaced with Schedule 3.16 to this Amendment.

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

d. The Company shall cause VC Two to execute and deliver to the Agent all documents required pursuant to Section 5.09 of the Credit Agreement with respect to the acquisition of VC Two as a Subsidiary, including, without limitation, a pledge and security agreement granting to Agent for the ratable benefit of the Secured Parties a first priority security interest in all of VC Two’s assets, documents of the types referred to in Section 4.01(d) of the Credit Agreement and, if requested by Agent, favorable opinions of counsel to such Subsidiary, each in form and substance satisfactory to Agent. The Company shall take all such actions required by Agent to pledge, in favor of the Agent for the ratable benefit of the Secured Parties, 100% of the Equity Interests of VC Two, including, without limitation, delivery of the certificated securities, if any, evidencing 100% of the Equity Interests of VC Two, together with a duly executed undated instruments of transfer, documents of the types referred to in Section 4.01(d) and, if requested by Agent, favorable opinions of counsel of the Company each in form satisfactory to Agent.

3. Representations, Warranties and Covenants .

a. The Company hereby represents, warrants and covenants that the execution, delivery and performance by the Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the

constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Agent in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

b. The Company hereby represents and warrants that it owns, free and clear of all Liens (other than those in favor of Agent) 100% of the Equity Interests of VC Two.

c. Each of the Company and VC Two hereby represents, warrants and covenants that neither the Company nor any of its Subsidiaries have or shall have any obligations to pay any Royalties on or after the date hereof.

d. The Company represents and warrants that set forth and described on Schedule 3(d) hereto are all trademarks, service marks, trade names and logos that are material in the business of the Company that have come into existence or have become material in the business of the Company since September 29, 2006.

4. Miscellaneous .

a. The Company hereby certifies to the Agent that as of the date of this Amendment (i) all of the Company’s representations and warranties contained in the Loan Documents are true, complete and correct in all material respects as if made on the date hereof, and (ii) no default or Event of Default has occurred and is continuing under any Loan Document or will occur as a result of this Amendment.

whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, Co-President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Patrick E. Green
		Patrick E. Green, Senior Vice President

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC and VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (except as specifically modified by the Amendment, and in the case of VC Two, notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. Notwithstanding the foregoing, VC Two agrees that the text “This Guaranty shall be terminated and of no further force and effect upon the occurrence of either of the following events: (i) a sale by Guarantor of all of the Collateral (as defined in the Trademark Security Agreement) in accordance with the terms of Section 6(i)(B) of the Trademark Security Agreement, or (ii) a merger or consolidation of the Guarantor with or into the Borrower in accordance with the terms of Section 6.03(a)(i)(F) of the Credit Agreement.” at the end of Section 4 of the VC Two Guaranty shall be deleted and of no further force and effect. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment.

	BOULDER VITAMIN COTTAGE GROUP, LLC
	By:	Vitamin Cottage Natural Food Markets, Inc., its Manager


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President of Manager, Vitamin Cottage Natural Food Markets, Inc.

	VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Manager

SCHEDULE 3.01

Subsidiaries

Boulder Vitamin Cottage Group, LLC, a Colorado limited liability company. The Borrower owns 55% of the membership interests of Boulder Vitamin Cottage Group, LLC. All of the issued and outstanding membership interests are of a single class.

Vitamin Cottage Two Ltd. Liability Company, a Colorado limited liability company. The Borrower owns 100% of the membership interests of Vitamin Cottage Two, LLC. All of the issued and outstanding membership interests are of a single class.

Natural Systems, LLC, a Colorado limited liability company. The Borrower owns 100% of the membership interests of Natural Systems, LLC. All of the issued and outstanding membership interests are of a single class.

SCHEDULE 3.16

Capitalization

	Voting	Nonvoting
Stockholders	Shares	Shares

Kemper Isely	350	185,702.2
Zephyr Isely	350	184,941.2
Elizabeth Isely	150	81,215.6
Heather Isely	150	85,772.6
Isely Children’s Trust		43,384.4
Margaret A. Isely Family Trust		17,530.5
Margaret A. Isely Spouse’s Trust		5,089.5
Lark Isely		4,650.0
The LaRock and Luke Isely Trust		4,650.0
Virginia G. Isely, as Custodian for Ritchie K. Isely		1,522.0
Virginia G. Isely, as Custodian for Raquel G. Isely		1,522.0
Mariah C. Isely		1,522.0
Guy D. Isely		1,522.0
Keith W. Isely, as Custodian for Masala A. Isely-Rice		1,522.0
Keith W. Isely, as Custodian for Charles L. Isely-Rice		1,522.0
Fruzan Parvanta, as Custodian for Dyami Cy Isely-Parvanta		1,522.0
Charity Isely		761.0
Lucas B. Isely		761.0

Total	1,000	625,112.0

SCHEDULE 3(d)

Health Hotline , U.S. Patent and Trademark Office Registration No. 2001632, is held in the name of Vitamin Cottage Natural Food Markets, Inc. and is listed as a trade name of Vitamin Cottage Natural Food Markets, Inc. with the Colorado Secretary of State.

Natural Grocers is listed as a trade name of both Vitamin Cottage Natural Food Markets, Inc. and Boulder Vitamin Cottage Group, LLC

EXHIBIT 10.7

EXECUTION COPY

FIFTH AMENDMENT TO CREDIT AGREEMENT

This Fifth Amendment to Credit Agreement (the “ Amendment ”), dated as of the 30th day of June, 2009, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent .” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

A. The Company, the Lenders and the Agent entered into that certain Agreement, dated as of September 29, 2006 (the “ Credit Agreement ”), under the terms of which the Lenders agreed to extend credit to the Company as described in Article II of the Agreement. On November 2, 2006, the Lenders, the Agent and the Company entered into a First Amendment to Credit Agreement (herein “ First Amendment ”), which is incorporated herein by reference. On December 13, 2006, the Lenders, the Agent and the Company entered into a Second Amendment to Credit Agreement (herein “ Second Amendment ”), which is incorporated herein by reference. On June 26, 2007, the Lenders, the Agent and the Company entered into a Third Amendment to Credit Agreement (herein “ Third Amendment ”), which is incorporated herein by reference. On November 30, 2008, the Lenders, the Agent and the Company entered into a Fourth Amendment to Credit Agreement (herein “ Fourth Amendment ”), which is incorporated herein by reference.

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

C. VC Two has executed and delivered the VC Two Guaranty, the Trademark Security Agreement and that certain Pledge and Security Agreement, dated as of November 30, 2008, in favor of Agent for the ratable benefit of the Secured Parties.

D. Natural Systems, LLC has executed and delivered that certain Pledge and Security Agreement, dated as of December 18, 2008, in favor of Agent for the ratable benefit of the Secured Parties, and that certain Guaranty Agreement, dated as of December 18, 2008, in favor of Agent for the ratable benefit of the Secured Parties.

E. The Company has asked the Lenders and the Agent to agree to, and the Lenders and the Agent have agreed to, amend the terms and conditions of the Credit Agreement, in each case subject to and as more fully set forth in this Amendment.

AGREEMENT

1. Amendments . The Agreement is hereby amended as follows:

a. SECTION 1.01. Definition of Applicable Margin . The definition of “Applicable Margin” is hereby deleted in its entirety and substituted therefor is the following:

“‘ Applicable Margin ’ means, with respect to any CBFR Loan or Eurodollar Loan, or with respect to the unused commitment fees payable pursuant to Section 2.11(b) hereunder, as the case may be, the applicable rate per annum set forth in the applicable table set forth below under the caption “CBFR Spread,” “Eurodollar Spread” or “Unused Fee Rate,” as the case may be, based upon the Consolidated Leverage Ratio applicable at such time and during the applicable time periods as follows:

(a) at any time from and including the date of the Fifth Amendment until and including March 31, 2010:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee Rate
1	<3.00x	0.50	%	3.25	%	0.50	%
2	> 3.00x and < 4.00x	0.75	%	3.50	%	0.50	%
3	>4.00x	1.00	%	3.75	%	0.50	%

; provided that, without limiting the application of the highest Applicable Margin pursuant to the terms of the last sentence of this definition, from and including the date of the Fifth Amendment until October 1, 2009 (the “ First Adjustment Date” ), the Applicable Margin shall be as set forth in Tier 2 of the preceding table, and

(b) at any time from and including April 1, 2010 and thereafter:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee For Revolver
1	<3.00x	0.50	%	3.25	%	0.50	%
2	> 3.00x	0.75	%	3.50	%	0.50	%

The Applicable Margin shall be adjusted, on and after the First Adjustment Date, based on the Consolidated Leverage Ratio as of each fiscal quarter end (beginning with the

fiscal quarter ending June 30, 2009) (each, a “ Calculation Date ”) as evidenced by the compliance certificate of a Financial Officer as required by Section 5.01(c) with respect to such Calculation Date, with such adjustments relating to any such Calculation Date to become effective on the date (each, an “ Adjustment Date ”) that is the first day of the second fiscal quarter beginning after the relevant Calculation Date, and to remain in effect until the next adjustment to be effected pursuant to the terms of this paragraph. Without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately prior sentence, in the event any financial statements required under Section 5.01(a) or (b), or the compliance certificate referred to above, are not delivered (x) in the case of Section 5.01(a), within 120 days after the end of each fiscal year of the Borrower, or (y) in the case of Section 5.01(b) or (c), within the time periods specified in Section 5.01(b) or (c), as applicable, then, in each instance, the highest rate set forth in each column of the applicable table above shall apply from the date such financial statements or compliance certificate were required to be delivered until the date such financial statements or compliance certificate are actually delivered. Nothing in this definition shall restrict or otherwise limit the Lenders’ rights to exercise any and all remedies under this Agreement or any Loan Document (including without limitation the right to impose the default rate of interest as set forth in Section 2.12(c)) if the Borrower fails at any time to comply with Section 6.12(a).”

b. SECTION 1.01. Definition of Collateral Documents . The definition of “Collateral Documents” is hereby deleted in its entirety and substituted therefor is the following:

“‘ Collateral Documents ’ means, collectively, the Boulder VC Guaranty, the VC Two Guaranty, the Security Agreement, the Trademark Security Agreement, the Leasehold Mortgages (if any), that certain Pledge and Security Agreement, dated as of November 30, 2008, executed by VC Two in favor of the Administrative Agent for the ratable benefit of the Secured Parties, that certain Pledge and Security Agreement, dated as of December 18, 2008, executed by Natural Systems in favor of the Administrative Agent for the ratable benefit of the Secured Parties, that certain Guaranty Agreement, dated as of December 18, 2008, executed by Natural Systems in favor of the Administrative Agent for the ratable benefit of the

Secured Parties, and all other agreements, Guarantees, instruments or documents now or hereafter delivered by the Borrower, any Guarantor or any other Person to the Administrative Agent or any Lender in connection with this Agreement, the Loan Documents or the Transactions to secure or guarantee the payment of any part of the Obligations or the performance of the other duties and obligations of the Loan Parties under the Loan Documents, as such agreements, Guarantees, instruments or documents have been or are hereafter amended, supplemented or replaced from time to time.”

c. SECTION 1.01. Definition of Guarantor . The definition of “Guarantor” shall be deleted in its entirety and substituted therefor is the following:

“‘ Guarantor ’ means (i) Boulder VC, (ii) VC Two, (iii) Natural Systems, (iv) from and after the Reorganization, the Parent and (v) any other party that executes a Guarantee pursuant to Section 5.09.”

d. SECTION 1.01. Definition of Fifth Amendment . A new definition of “Fifth Amendment” is hereby added to the Credit Agreement as follows:

“‘ Fifth Amendment ’ shall mean that certain Fifth Amendment to Credit Agreement, dated as of the 30th day of June, 2009, among the Borrower, the Lenders and the Administrative Agent.”

e. SECTION 1.01. Definition of Natural Systems . A new definition of “Natural Systems” shall be inserted which shall read as follows:

“‘ Natural Systems ’ has the meaning set forth in Section 5.13 of the Credit Agreement.”

f. SECTION 1.01. Definition of Revolving Loan Maturity Date . The definition of “Revolving Loan Maturity Date” is hereby amended by deleting clause (b) thereof and substituting therefor the phrase “(b) September 30, 2011.”

g. SECTION 6.12(a). Consolidated Leverage Ratio . Section 6.12(a) is hereby amended in its entirety to read as follows:

“(a) Consolidated Leverage Ratio shall be (i) through and including December 30, 2009, less than or equal to 4.25 to 1.00; and (ii) from and including December 31, 2009 and thereafter, less than or equal to 4.00 to 1.00.”

h. SECTION 6.12(c). Consolidated EBITDA to Revenue Ratio . Section 6.12(c) is hereby amended in its entirety to read as follows:

“(c) Consolidated EBITDA to Revenue Ratio shall be (i) through and including December 30, 2009, greater than or equal to 0.0525 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement, and (ii) from and including December 31, 2009 and thereafter, greater than or equal to 0.055 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

c. The Company shall pay or cause to be paid (i) an upfront amendment fee to the Agent equal to $50,000, which fee shall be fully earned and non-refundable on the date hereof, and (ii) all of the reasonable expenses incurred by the Agent in connection with the preparation of, and transactions contemplated by, this Amendment, including, without limitation, the reasonable fees and disbursements of the Agent’s attorneys and their staff.

3. Representations, Warranties and Covenants .

b. The Company represents and warrants that set forth and described on Schedule 3(d) to the Fourth Amendment are all trademarks, service marks, trade names and logos that are material in the business of the Company and the Loan Parties that have come into existence or have become material in the business of the Company or any Loan Party since September 29, 2006.

4. Miscellaneous .

c. Each of the Company, Boulder VC, VC Two and Natural Systems hereby absolutely and unconditionally releases and forever discharges the Agent, each Lender and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, that the Company, Boulder VC, VC Two and Natural Systems has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, Co-President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Nancy J. Broome
		Nancy J. Broome, Senior Vice President

[Signature Page to Fifth Amendment to Credit Agreement]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

	BOULDER VITAMIN COTTAGE GROUP, LLC
	By:	Vitamin Cottage Natural Food Markets, Inc., its Manager


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President of Vitamin Cottage Natural Food Markets, Inc.

	VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Manager

	NATURAL SYSTEMS, LLC


	By:	/s/ Zephyr Isely
	Name:	Zephyr Isely
	Title:	Manager

EXHIBIT 10.8

EXECUTION VERSION

SIXTH AMENDMENT TO CREDIT AGREEMENT

This Sixth Amendment to Credit Agreement (the “ Amendment ”), dated as of the 30th day of June, 2010, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent .” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

AGREEMENT

1. Amendments . The Agreement is hereby amended as follows:

a. SECTION 1.01. Definition of Applicable Margin . The definition of “Applicable Margin” is hereby deleted in its entirety and substituted therefor is the following:

(a) at any time during which the Company and its Subsidiaries maintain all of their merchant processing business with the Administrative Agent or an Affiliate thereof:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee Rate
1	<3.25x	0.25	%	1.75	%	0.50	%
2	> 3.25x and < 4.00x	0.50	%	2.00	%	0.50	%
3	> 4.00x	0.75	%	2.25	%	0.50	%

and

(b) at any time during which the Company and its Subsidiaries do not maintain all of their merchant processing business with the Administrative Agent or an Affiliate thereof:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee Rate
1	<3.25x	1.75	%	3.25	%	0.50	%
2	> 3.25x and < 4.00x	2.00	%	3.50	%	0.50	%
3	> 4.00x	2.25	%	3.75	%	0.50	%

; provided that, without limiting the application of the highest Applicable Margin pursuant to the terms of the last sentence of this definition, from and including June 30, 2010 until October 1, 2010 (the “ First Adjustment Date” ), the Applicable Margin shall be as set forth in Tier 2 of the applicable preceding table.

The Applicable Margin shall be adjusted, on and after the First Adjustment Date, based on the Consolidated Leverage Ratio as of each fiscal quarter end (beginning with the fiscal quarter ending June 30, 2010) (each, a “ Calculation Date ”) as evidenced by the compliance certificate of a Financial Officer as required by Section 5.01(c) with respect to such Calculation Date, with such adjustments relating to any such Calculation Date to become effective on the date (each, an “ Adjustment Date ”) that is the first day of the second fiscal quarter beginning after the relevant Calculation Date, and to remain in effect until the next adjustment to be effected pursuant to the terms of this paragraph. Without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately prior sentence, in the event any financial statements required under Section 5.01(a) or (b), or the compliance certificate referred to above, are not delivered (x) in the case of Section 5.01(a), within 120 days after the end of each fiscal year of the Borrower, or (y) in the case of Section 5.01(b) or (c), within the time periods specified in Section 5.01(b) or (c), as applicable, then, in each instance, the highest rate set forth in each column of the applicable table above shall apply from the date such financial statements or compliance certificate were required to be delivered until the date such financial statements or compliance certificate are actually delivered. Nothing in this definition shall restrict or otherwise limit the Lenders’ rights to exercise any and all remedies under this Agreement or any Loan Document (including without limitation the right to impose the default rate of interest as set forth in Section 2.12(c)) if the Borrower fails at any time to comply with Section 6.12(a).”

b. SECTION 1.01. Definition of Revolving Loan Maturity Date . The definition of “Revolving Loan Maturity Date” is hereby amended by deleting clause (b) thereof and substituting therefor the phrase “(b) June 30, 2013.”

c. SECTION 1.01. Definition of Term Loan Maturity Date . The definition of “Term Loan Maturity Date” is hereby amended by

deleting clause (b) thereof and substituting therefor the phrase “(b) June 30, 2013.”

d. SECTION 2.05. Conversion of Term Loans to Revolver Following IPO . Section 2.05 of the Credit Agreement is hereby amended by deleting the phrase “on Schedule 2.09 hereto” and substituting therefor the phrase “in Section 2.09(a)(ii)”.

e. SECTION 2.09. Amortization of Term Loans . Section 2.09 of the Credit Agreement is hereby amended by deleting clause (a) thereof in its entirety and substituting therefor the following:

(a) (i) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Revolving Loan, together with all accrued but unpaid interest thereon, on the Revolving Loan Maturity Date.

(ii) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of the Term Loan, together with all accrued but unpaid interest thereon, on the Term Loan Maturity Date; provided that the Borrower promises to make principal payments on the Term Loan in consecutive equal quarterly installments in the amount of $125,000.00 per quarter, in each case together with all accrued but unpaid interest thereon, payable quarterly on the last Business Day of each quarter, commencing on June 30, 2010.

f. SECTION 6.12(a). Consolidated Leverage Ratio . Section 6.12(a) is hereby amended in its entirety to read as follows:

“(a) Consolidated Leverage Ratio shall be less than or equal to 4.25 to 1.00.”

g. SECTION 6.12(b). Consolidated Fixed Charge Coverage Ratio . Section 6.12(b) is hereby amended in its entirety to read as follows:

“(b) Consolidated Fixed Charge Coverage Ratio shall be greater than or equal to 1.20 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

h. SECTION 6.12(c). Consolidated EBITDA to Revenue Ratio . Section 6.12(c) is hereby amended in its entirety to read as follows:

“(c) Consolidated EBITDA to Revenue Ratio shall be (i) through and including March 30, 2011, greater than or equal to 0.0525 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement, (ii) from and including March 31, 2011 and through and including December 30, 2012, greater than or equal to 0.050 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement, and (iii) from and including December 31, 2012 and thereafter, greater than or equal to 0.0525 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

i. SCHEDULE 2.09. Schedule 2.09 is hereby deleted in its entirety.

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

3. Representations, Warranties and Covenants .

4. Miscellaneous .

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, Co-President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Nancy J. Broome
		Nancy J. Broome, Senior Vice President

[Signature Page to Sixth Amendment to Credit Agreement]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

	BOULDER VITAMIN COTTAGE GROUP, LLC
	By:	Vitamin Cottage Natural Food Markets, Inc., its Manager


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President of Vitamin Cottage Natural Food Markets, Inc.

	VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Manager

	NATURAL SYSTEMS, LLC


	By:	/s/ Zephyr Isely
	Name:	Zephyr Isely
	Title:	Manager

EXHIBIT 10.9

Execution Version

SEVENTH AMENDMENT TO CREDIT AGREEMENT

This Seventh Amendment to Credit Agreement (the “ Amendment ”), dated as of the 21st day of December, 2010, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent .” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

A. The Company, the Lenders and the Agent entered into that certain Agreement, dated as of September 29, 2006 (as amended as described below, the “ Credit Agreement ”), under the terms of which the Lenders agreed to extend credit to the Company as described in Article II of the Agreement. On November 2, 2006, the Lenders, the Agent and the Company entered into a First Amendment to Credit Agreement (herein “ First Amendment ”), which is incorporated herein by reference. On December 13, 2006, the Lenders, the Agent and the Company entered into a Second Amendment to Credit Agreement (herein “ Second Amendment ”), which is incorporated herein by reference. On June 26, 2007, the Lenders, the Agent and the Company entered into a Third Amendment to Credit Agreement (herein “ Third Amendment ”), which is incorporated herein by reference. On November 30, 2008, the Lenders, the Agent and the Company entered into a Fourth Amendment to Credit Agreement (herein “ Fourth Amendment ”), which is incorporated herein by reference. On June 30, 2009, the Lenders, the Agent and the Company entered into a Fifth Amendment to Credit Agreement (herein “ Fifth Amendment ”), which is incorporated herein by reference. On June 30, 2010, the Lenders, the Agent and the Company entered into a Sixth Amendment to Credit Agreement (herein “ Sixth Amendment ”), which is incorporated herein by reference.

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

E. The Company agrees and acknowledges that the outstanding principal amount of the Term Loan as of the date hereof is $16,700,000.

F. The Company has asked the Lenders and the Agent to agree to, and the Lenders and the Agent have agreed to, amend the terms and conditions of the Credit Agreement, in each case subject to and as more fully set forth in this Amendment.

AGREEMENT

1. Amendments . The Credit Agreement is hereby amended as follows:

a. The definition of “Aggregate Commitment” is hereby deleted in its entirety and substituted therefor is the following:

“ Aggregate Commitment ” means the aggregate of the Commitments of all the Lenders. The Aggregate Commitment as of the Seventh Amendment Effective Date is $13,000,000.

b. A new definition of “Seventh Amendment Effective Date” is added as follows:

“ Seventh Amendment Effective Date ” means the “Effective Date” as such term is defined in that certain Seventh Amendment to Credit Agreement, dated as of December 21, 2010, among the Borrower, the Lenders and the Agent.

c. The definition of “Revolving Commitment” is hereby amended by deleting the last sentence thereof in its entirety and substituting therefor the following:

The aggregate amount of the Lenders’ Revolving Commitments as of the Seventh Amendment Effective Date is $13,000,000.

e. Schedule 2.01 of the Credit Agreement is hereby deleted in its entirety, and substituted therefor is Schedule 2.01 attached hereto.

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

3. Representations, Warranties and Covenants . The Company hereby represents, warrants and covenants that the execution, delivery and performance by the Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Agent in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

4. Miscellaneous .

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, Co-President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Nancy J. Broome
		Nancy J. Broome, Senior Vice President

[Signature Page to Seventh Amendment to Credit Agreement]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, including the increase in the Revolving Commitments provided therein, and the related increase in the amounts guaranteed and secured by the Guarantor Documents (defined below), (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment.

	BOULDER VITAMIN COTTAGE GROUP, LLC
	By:	Vitamin Cottage Natural Food Markets, Inc., its Manager


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President of Vitamin Cottage Natural Food Markets, Inc.

	VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Manager

	NATURAL SYSTEMS, LLC


	By:	/s/ Zephyr Isely
	Name:	Zephyr Isely
	Title:	Manager

SCHEDULE 2.01

Commitments

JPMorgan Chase Bank, N.A.

13,000,000

EXHIBIT 10.10

Execution Version

EIGHTH AMENDMENT TO CREDIT AGREEMENT

This Eighth Amendment to Credit Agreement (the “ Amendment ”), dated as of the 13th day of May, 2011, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent. ” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

A. The Company, the Lenders and the Agent entered into that certain Agreement, dated as of September 29, 2006 (as amended as described below, the “ Credit Agreement ” ), under the terms of which the Lenders agreed to extend credit to the Company as described in Article II of the Agreement. On November 2, 2006, the Lenders, the Agent and the Company entered into a First Amendment to Credit Agreement (herein “ First Amendment ” ), which is incorporated herein by reference. On December 13, 2006, the Lenders, the Agent and the Company entered into a Second Amendment to Credit Agreement (herein “ Second Amendment ” ), which is incorporated herein by reference. On June 26, 2007, the Lenders, the Agent and the Company entered into a Third Amendment to Credit Agreement (herein “ Third Amendment ” ), which is incorporated herein by reference. On November 30, 2008, the Lenders, the Agent and the Company entered into a Fourth Amendment to Credit Agreement (herein “ Fourth Amendment ” ), which is incorporated herein by reference. On June 30, 2009, the Lenders, the Agent and the Company entered into a Fifth Amendment to Credit Agreement (herein “ Fifth Amendment ” ), which is incorporated herein by reference. On June 30, 2010, the Lenders, the Agent and the Company entered into a Sixth Amendment to Credit Agreement (herein “ Sixth Amendment ” ), which is incorporated herein by reference. On December 21, 2010, the Lenders, the Agent and the Company entered into a Seventh Amendment to Credit Agreement (herein “ Seventh Amendment ” ), which is incorporated herein by reference.

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

AGREEMENT

1. Amendment . Section 1.01 of the Credit Agreement is hereby amended as follows:

a. SECTION 1.01. Definition of Applicable Margin . The definition of “Applicable Margin” is hereby deleted in its entirety and substituted therefor is the following:

(a) at any time during which the Company and its Subsidiaries maintain all of their merchant processing business with the Administrative Agent or an Affiliate thereof:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee Rate
1	<3.25x	0.05	%	1.55	%	0.375	%
2	> 3.25x and < 4.00x	0.30	%	1.80	%	0.375	%
3	> 4.00x	0.55	%	2.05	%	0.375	%

and

(b) at any time during which the Company and its Subsidiaries do not maintain all of their merchant processing business with the Administrative Agent or an Affiliate thereof:

Tier	Consolidated Leverage Ratio	CBFR Spread		Eurodollar Spread		Unused Fee Rate
1	<3.25x	1.55	%	3.05	%	0.50	%
2	> 3.25x and < 4.00x	1.80	%	3.30	%	0.50	%
3	> 4.00x	2.05	%	3.55	%	0.50	%

; provided that, without limiting the application of the highest Applicable Margin pursuant to the terms this definition, the parties hereto acknowledge that from and including May 13, 2011 until the first Adjustment Date (defined below), the Applicable Margin shall be as set forth in Tier 2 of the applicable preceding table.

The Applicable Margin shall be adjusted based on the Consolidated Leverage Ratio as of each fiscal quarter end (beginning with the fiscal quarter ending June 30, 2011) (each, a “ Calculation Date ”) as evidenced by the compliance certificate of a Financial Officer as required by Section 5.01(c) with respect to such Calculation Date, with such adjustments relating to any such Calculation Date to become effective on the date (each, an “ Adjustment Date ”) that is the first day of the second fiscal quarter beginning after the relevant Calculation Date, and to remain in effect until the next adjustment to be effected pursuant to the terms of this paragraph. Without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately prior sentence, in the event any financial statements required under Section 5.01(a) or (b), or the compliance certificate referred to above, are not delivered (x) in the case of Section 5.01(a), within 120 days after the end of each fiscal year of the Borrower, or (y) in the case of Section 5.01(b) or (c), within the time periods specified in Section 5.01(b) or (c), as applicable, then, in each instance, the highest rate set forth in each column of the applicable table above shall apply from the date such financial statements or compliance certificate were required to be delivered until the date such financial statements or compliance certificate are actually delivered. Nothing in this definition shall restrict or otherwise limit the Lenders’ rights to exercise any and all remedies under this Agreement or any Loan Document (including without limitation the right to impose the default rate of interest as set forth in Section 2.12(c)) if the Borrower fails at any time to comply with Section 6.12(a).”

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ” ):

3. Representations, Warranties and Covenants . The Company hereby represents, warrants and covenants that the execution, delivery and performance by the Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Agent in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

4. Miscellaneous .

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Eighth Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation

	By:	/s/ Kemper lsely
		Kemper lsely, Co-President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent

	By:	/s/ Nancy J. Broome
		Nancy J. Broome, Senior Vice President

[Signature Page to Eighth Amendment to Credit Agreement]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

	BOULDER VITAMIN COTTAGE GROUP, LLC
	By:	Vitamin Cottage Natural Food Markets, Inc., its Manager


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President of Vitamin Cottage Natural Food Markets, Inc.

	VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


	By:	/s/ Kesmper Isely
	Name:	Kemper Isely
	Title:	Manager

	NATURAL SYSTEMS, LLC


	By:	/s/ Zephyr Isely
	Name:	Zephyr Isely
	Title:	Manager

EXHIBIT 10.11

NINTH AMENDMENT TO CREDIT AGREEMENT

This Ninth Amendment to Credit Agreement (this “ Amendment ”), dated as of the 11 th day of July, 2011, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent. ” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

D. Natural Systems, LLC has executed and delivered that certain Pledge and Security Agreement, dated as of December 18, 2008, in favor of Agent for the ratable

benefit of the Secured Parties, and that certain Guaranty Agreement, dated as of December 18, 2008, in favor of Agent for the ratable benefit of the Secured Parties.

E. The Company agrees and acknowledges that the outstanding principal amount of the Term Loan as of the date hereof is $16,325,000.

AGREEMENT

1. Amendments . The Credit Agreement is hereby amended as follows:

a. The definition of “Aggregate Commitment” is hereby deleted in its entirety and substituted therefor is the following:

“ Aggregate Commitment ” means the aggregate of the Commitments of all the Lenders. The Aggregate Commitment as of the Ninth Amendment Effective Date is $21,000,000.

b. A new definition of “Ninth Amendment Effective Date” is added as follows:

“ Ninth Amendment Effective Date ” means the “Effective Date” as such term is defined in that certain Ninth Amendment to Credit Agreement, dated as of July 11, 2011, among the Borrower, the Lenders and the Agent.

c. The definition of “Revolving Commitment” is hereby amended by deleting the last sentence thereof in its entirety and substituting therefor the following:

The aggregate amount of the Lenders’ Revolving Commitments as of the Ninth Amendment Effective Date is $21,000,000.

e. Schedule 2.01 of the Credit Agreement is hereby deleted in its entirety, and substituted therefor is Schedule 2.01 attached hereto.

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

3. Representations, Warranties and Covenants . The Company hereby represents, warrants and covenants that the execution, delivery and performance by the Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Agent in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

4. Miscellaneous .

b. Except as expressly set forth herein, the Loan Documents shall remain as originally stated and in full force and effect. The Company hereby confirms and ratifies

each of the provisions of the Loan Documents as amended hereby. The Loan Documents shall be amended as set forth in this Amendment and shall be deemed modified as of the Effective Date. From and after the Effective Date all references to any Loan Document in the Loan Documents shall be deemed references to the Loan Documents as amended hereby.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Ninth Amendment to Credit Agreement as of the date first set forth above.

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, Co-President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Nancy J. Broome
		Nancy J. Broome, Senior Vice President

[Signature Page to Ninth Amendment to Credit Agreement]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, including the increase in the Revolving Commitments provided therein, and the related increase in the amounts guaranteed and secured by the Guarantor Documents (defined below), (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment.

BOULDER VITAMIN COTTAGE GROUP, LLC
By:	Vitamin Cottage Natural Food Markets, Inc.,
	its Manager


By:		/s/ Kemper Isely
Name:		Kemper Isely
Title:		Co-President of Vitamin Cottage Natural Food Markets, Inc.

VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY


By:		/s/ Kemper Isely
Name:		Kemper Isely
Title:		Manager

NATURAL SYSTEMS, LLC


By:		/s/ Zephyr Isely
Name:		Zephyr Isely
Title:		Manager

SCHEDULE 2.01

Commitments

JPMorgan Chase Bank, N.A.

21,000,000

SECOND AMENDED AND RESTATED PROMISSORY NOTE

$21,000,000

July 11, 2011

Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “ Borrower ”), promises to pay to the order of JPMorgan Chase Bank, N.A. (the “ Lender ”), the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of September 29, 2006, among the Borrower, the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”) (which, as it may be amended, modified or replaced and in effect from time to time, is herein called the “ Credit Agreement ”), in immediately available funds to the Administrative Agent, at the Administrative Agent’s address specified pursuant to Article IX of the Credit Agreement, or at any other lending installation of Administrative Agent specified in writing by the Administrative Agent to the Borrower, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Revolving Loans in full on the Revolving Loan Maturity Date and shall make such mandatory payments as are required to be made under the terms of the Credit Agreement. This promissory note (“ Note ”) amends and restates that certain Amended and Restated Promissory Note in the original principal amount of $13,000,000 made by Borrower and payable to the order of Lender, dated December 21, 2010 (the “ Original Note ”) in its entirety. This Note is not a novation of the indebtedness evidenced by the Original Note. This Note is given in replacement of the Original Note, but not extinguishing the indebtedness of Borrower evidenced by the Original Note. All indebtedness, liabilities and obligations of Borrower outstanding under the Original Note shall continue and be obligations outstanding hereunder and are now evidenced by, and provided for in, this Note.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan and the date and amount of each principal payment hereunder; provided that the Lender’s failure to do so shall not affect the Borrower’s liability hereunder or under the Credit Agreement.

This Note is one of the notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents, all as more specifically described in the Credit Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement.

EXECUTION PAGE FOLLOWS

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, President

EXECUTION PAGE-SECOND AMENDED AND RESTATED PROMISSORY NOTE

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

AMENDED AND RESTATED PROMISSORY NOTE OF JPMORGAN CHASE BANK, N.A.,

DATED July 11, 2011

	Principal	Maturity	Principal
	Amount of	of Interest	Amount	Unpaid
Date	Loan	Period	Paid	Balance

EXHIBIT 10.12

TENTH AMENDMENT TO CREDIT AGREEMENT

This Tenth Amendment to Credit Agreement (this “ Amendment ” ), dated as of the 26 th day of January, 2012, is among Vitamin Cottage Natural Food Markets, Inc. (the “ Company ” ), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“ JPMorgan ” ), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “ Agent. ” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS

A. The Company, the Lenders and the Agent entered into that certain Agreement, dated as of September 29, 2006 (as amended as described below, the “Credit Agreement” ), under the terms of which the Lenders agreed to extend credit to the Company as described in Article II of the Agreement. On November 2, 2006, the Lenders, the Agent and the Company entered into a First Amendment to Credit Agreement (herein “First Amendment” ), which is incorporated herein by reference. On December 13, 2006, the Lenders, the Agent and the Company entered into a Second Amendment to Credit Agreement (herein “Second Amendment” ), which is incorporated herein by reference. On June 26, 2007, the Lenders, the Agent and the Company entered into a Third Amendment to Credit Agreement (herein “Third Amendment” ), which is incorporated herein by reference. On November 30, 2008, the Lenders, the Agent and the Company entered into a Fourth Amendment to Credit Agreement (herein “Fourth Amendment” ), which is incorporated herein by reference. On June 30, 2009, the Lenders, the Agent and the Company entered into a Fifth Amendment to Credit Agreement (herein “Fifth Amendment” ), which is incorporated herein by reference. On June 30, 2010, the Lenders, the Agent and the Company entered into a Sixth Amendment to Credit Agreement (herein “Sixth Amendment” ), which is incorporated herein by reference. On December 21, 2010, the Lenders, the Agent and the Company entered into a Seventh Amendment to Credit Agreement (herein “Seventh Amendment” ), which is incorporated herein by reference. On May 13, 2011, the Lenders, the Agent and the Company entered into an Eighth Amendment to Credit Agreement (herein “Eighth Amendment” ), which is incorporated herein by reference. On July 11, 2011, the Lenders, the Agent and the Company entered into a Ninth Amendment to Credit Agreement (herein “Ninth Amendment” ), which is incorporated herein by reference

B. Boulder VC has executed and delivered the Boulder VC Guaranty.

D. Natural Systems, LLC has executed and delivered that certain Pledge and Security Agreement, dated as of December 18, 2008, in favor of Agent for the ratable

benefit of the Secured Parties, and that certain Guaranty Agreement, dated as of December 18, 2008, in favor of Agent for the ratable benefit of the Secured Parties.

E. The Company has asked the Lenders and the Agent to agree to, and the Lenders and the Agent have agreed to, amend the terms and conditions of the Credit Agreement. in each case subject to and as more fully set forth in this Amendment.

AGREEMENT

1. Amendments . The Credit Agreement is hereby amended as follows:

a. SECTION 1.01. Definition of Revolving Loan Maturity Date . The definition of “Revolving Loan Maturity Date” is hereby amended by deleting clause (b) thereof and substituting therefor the phrase “(b) June 30, 2014.”

b. SECTION 1.01. Definition of Term Loan Maturity Date . The definition of “Term Loan Maturity Date” is hereby amended by deleting clause (b) thereof and substituting therefor the phrase “(b) June 30, 2014.”

c. SECTION 5.01. Financial Statements; Ratings Change and Other Information . Section 5.01 of the Credit Agreement is hereby amended by deleting clause (d) thereof and substituting therefor the phrase “(d) Intentionally Omitted.”

2. Effective Date . This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ” ):

3. Representations, Warranties and Covenants . The Company hereby represents, warrants and covenants that the execution, delivery and performance by the

Company of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Company’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Company, or the constitutive documents of the Company; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Company is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Agent in any of the Company’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Company.

4. Miscellaneous .

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

EXECUTION PAGE FOLLOWS

IN WITNESS WHEREOF, the parties hereto have executed this Tenth Amendment to Credit Agreement as of the date first set forth above.

		VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
		a Colorado corporation


		By:	/s/ Kemper Isely
			Kemper Isely, Co-President


		JPMORGAN CHASE BANK, N.A,
		as a Lender and as Administrative Agent


		By:	/s/ Norma Dally
			Norma Dally, Underwriter

[Signature Page to Tenth Amendment to Credit Agreement]

ACKNOWLEDGMENT AND CONSENT BY GUARANTORS:

Each of the undersigned hereby (i) acknowledges the accuracy of the Recitals in the foregoing Amendment, (ii) consents to the modification of the Credit Agreement and the other Loan Documents and to all other matters in the foregoing Amendment, including the increase in the Revolving Commitments provided therein, and the related increase in the amounts guaranteed and secured by the Guarantor Documents (defined below), (iii) reaffirms the Boulder VC Guaranty executed by Boulder VC, the VC Two Guaranty executed by VC Two (notwithstanding the fact that VC Two has become a Subsidiary of the Company), and the Guaranty executed by Natural Systems, and any other agreements, documents and instruments securing or otherwise related thereto, including, without limitation, the Trademark Security Agreement (collectively, the “Guarantor Documents”), (iv) acknowledges that the Guarantor Documents continue in full force and effect, remain unchanged (notwithstanding the fact that VC Two has become a Subsidiary of the Company) and are valid, binding and enforceable in accordance with their respective terms, (v) agrees that all references, if any, in the Guarantor Documents to the Credit Agreement and the other Loan Documents are modified to refer to those documents as modified by the Amendment, and (vi) agrees to be bound by the release of the Agent and the Lenders as set forth in the Amendment. All capitalized terms above not otherwise defined have the meanings given them in the foregoing Amendment.

		BOULDER VITAMIN COTTAGE GROUP, LLC
		By:	Vitamin Cottage Natural Food Markets, Inc.,
			its Manager


		By:	/s/ Kemper Isely
		Name:	Kemper Isely
		Title:	Co-President of Vitamin Cottage Natural Food Markets, Inc.

		VITAMIN COTTAGE TWO LTD. LIABLITY COMPANY


		By:	/s/ Kemper Isely
		Name:	Kemper Isely
		Title:	Manager

		NATURAL SYSTEMS, LLC


		By:	/s/ Zephyr Isely
		Name:	Zephyr Isely
		Title:	Manager

[Signature Page to Tenth Amendment to Credit Agreement]

EXHIBIT 10.13

Execution Version

SUBORDINATION AGREEMENT

This Subordination Agreement (this “Agreement”), dated as of September 29, 2006, is made and entered into by and among Vitamin Cottage Two Ltd. Liability Company, a Colorado limited liability company (the “Subordinated Creditor”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Borrower”), in favor of JPMorgan Chase Bank, N.A., a national banking association, as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referenced below).

Recitals

A. The Borrower, the Lenders party thereto and the Administrative Agent have entered into a Credit Agreement, dated as of even date herewith (together with any amendments, modifications, replacements or substitutions thereof, the “Credit Agreement”), pursuant to which the Lenders have agreed to make available to Borrower a term loan and revolving line of credit in the initial aggregate maximum principal of $31,000,000 (the “Loans”).

B. The Loans are secured by the Collateral (as defined in the Credit Agreement).

C. The Loans are guaranteed by (i) Subordinated Creditor pursuant to that certain Guaranty Agreement, dated as of the date hereof, in favor of the Administrative Agent, pursuant to which Subordinated Creditor guarantees the obligations of the Borrower under the Credit Agreement (together with any amendments, modifications, replacements or substitutions thereof, the “VC Two Guaranty”) and (ii) Boulder Vitamin Cottage Group, LLC pursuant to that certain Guaranty Agreement, dated as of the date hereof, in favor of the Administrative Agent, pursuant to which Boulder Vitamin Cottage Group, LLC guarantees the obligations of the Borrower under the Credit Agreement.

D. Pursuant to the Trademark License (as defined below), Borrower has agreed to pay Subordinated Creditor certain Royalties (as defined in the Credit Agreement) in certain amounts and at certain times, and the parties hereto desire to amend such Trademark License to provide for the payment and accrual of Royalties only in accordance with the terms hereof.

E. To induce the Lenders to extend credit and other financial accommodations to the Borrower now and hereafter, the Administrative Agent has required the Subordinated Creditor to irrevocably and unconditionally subordinate to the Administrative Agent in favor of the Lenders certain indebtedness arising from obligations pursuant to the Trademark License, in accordance with the terms of this Agreement.

Agreement

NOW, THEREFORE, In consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

1. Definitions. Capitalized terms used but not defined herein have the respective meanings assigned to them in the Credit Agreement. As used herein, (a) the term “ Senior Debt ” shall mean and include all obligations, liabilities and indebtedness of every kind, nature and description owing by the Borrower or any other Loan Party to the Lenders, including, without limitation, all principal, interest (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and costs of collection, and all other charges, fees, premiums, indemnities and expenses, now existing or hereafter created or incurred, and all extensions, renewals, rearrangements, modifications and refinancings thereof, however arising, regardless of whether such obligations, liabilities and indebtedness are direct or indirect,’ absolute or contingent, liquidated or unliquidated, due or to become due, primary or secondary, whether acquired by assignment or otherwise, whether evidenced by written instrument or not, and whether the Borrower is liable individually, severally or jointly with others, including without limitation all Obligations; (b) the term “Subordinated Debt” shall mean and include all obligations, liabilities and indebtedness of every kind, nature and description owing by the Borrower to the Subordinated Creditor (including, without limitation, all royalties, interest and costs of collection, and all other charges, fees, premiums, indemnities and expenses), now existing or hereafter created or incurred, and all extensions, renewals, rearrangements, modifications and refinancings thereof, however arising, regardless of whether such obligations, liabilities and indebtedness are direct or indirect, absolute or contingent, liquidated or unliquidated, due or to become due, primary or secondary, whether acquired by assignment or otherwise, whether evidenced by written instrument or not, and whether the Borrower is liable individually, severally or jointly with others, including without limitation all Royalties and other amounts owed or owing to Subordinated Creditor pursuant to that certain Trademark License Agreement, dated January 1, 2002, between the Subordinated Creditor and the Borrower (as amended, modified or supplemented from time to time, including without limitation any amendments thereto set forth herein, the “Trademark License”); and (c) “Founders Notes” shall mean (i) that certain promissory note, datedNovember 1. 1998, made by Subordinated Creditor in favor of Estate of Margaret Ann Isely, Whose Personal Representative is Philip Isely a/k/a H. Philip Isely or Henry P. Isely in the original principal amount of $2,773,500.00, and (ii) that certain promissory note, dated November 1, 1998, made by Subordinated Creditor in favor of Philip Isely a/k/a H. Philip Isely or Henry P. Isely in the original principal amount of 3,547,500.00.

2. Amendment to Royalty Payment Terms; Subordination by Subordinated Creditor.

(a) Each of the Borrower and the Subordinated Creditor agree that the terms of the Trademark License (including without limitation Section III.D thereof) are hereby amended as follows:

(i) Subject in all respects to Section 3 and Section 7 of this Agreement, the Subordinated Creditor may receive, and the Borrower may pay: (x) Royalties each month in an amount not to exceed the lesser of (A) scheduled amount of principal and interest then due and owing by the Subordinated Creditor on and in accordance with the terms of the Founders Notes for such month and (B) $51,079.40, and (y) Royalties each quarter in an amount equal to 40% of the Royalties actually received by Subordinated Creditor or accrued by the Borrower (without duplication) during such quarter (the payments described in clauses (x) and (y) above, collectively the “ Permitted Payments ”).

(ii) Other than the Permitted Payments, until all Senior Debt has been indefeasibly paid in full, the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral, no Royalties (and no interest accruing thereon) shall be paid or payable in cash, except as provided under clause (a)(iii) of this Section 2. All such Royalties that have been earned in accordance with Section III.D of the Trademark License but not paid as a result of this Section 2(a)(ii) (collectively, the “ Accrued Royalties ”) shall (x) be accrued at the Borrower level, (y) accrue interest at a rate per annum equal to the prime rate in effect from time to time (as published by the Wall Street Journal) from the date that such Accrued Royalties would have been payable under the terms of Section Ill.D of the Trademark License (but for this Section 2(a)(ii)) until the date that such Accrued Royalties are paid (either in cash or stock) in accordance with the terms of this Agreement and (z) not accrue interest as provided under Section III.E of the Trademark License. At such time, if any, that the Accrued Royalties equal $1,200,000, no more Royalties shall accrue in cash, and all additional Royalties earned thereafter shall be paid when due on a monthly basis solely in the common stock of the Borrower until all Senior Debt has been indefeasibly paid in full and the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral.

(iii) In the event the Trademark License is transferred by the Subordinated Creditor to the Borrower as permitted under Section 6(i) of the Trademark Security Agreement, then so long as no Loan Party is, or would be after giving effect thereto, in default (including without limitation any Event of Default) under any instrument or agreement evidencing the Senior Debt or the Administrative Agent’s interest in Collateral, and subject in all respects to Section 7, Subordinated Creditor (or its members, depending on the structure of the transfer transaction) may receive, and the Borrower may make, a one-time cash payment of the full amount of the Accrued Royalties that were accrued in cash, together with interest thereon. In addition, after all Senior Debt has been indefeasibly paid in full, the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral, all Accrued Royalties may be paid, and thereafter any accruing Royalties may be paid from time to time, pursuant to the

terms of the Trademark License as in effect without regard to the amendments set forth in this Section 2.

(iv) The deferral, accrual and the non-payment of Accrued Royalties as provided in this Section 2(a) shall not cause or constitute a default or a breach under the Trademark License.

(b) Subordinated Creditor hereby unconditionally and irrevocably agrees that the Subordinated Debt shall be subordinated to the Senior Debt in all respects, to the extent and in the manner set forth herein, and further agrees that payment by the Borrower of all or any part of the Subordinated Debt shall be subordinated to the payment of all Senior Debt. The Subordinated Debt shall continue to be subordinated to the Senior Debt even if the Senior Debt or any part thereof is subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable law.

(c) Until all Senior Debt has been indefeasibly paid in full, the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral, the Subordinated Creditor hereby agrees not to: (i) accelerate, sue for, commence any collection or enforcement action or proceeding with respect to, or (except as allowed under Section 3 hereof) receive, accept, demand payment of or retain, all or any part of the Subordinated Debt; (ii) request, obtain, permit to exist or receive any security interest, lien, right or interest in the Collateral to secure the Subordinated Debt; (iii) amend any terms of the agreements, instruments, security or other writings evidencing the Subordinated Debt; (iv) set off any amount of the Subordinated Debt against any obligations, liabilities or indebtedness owed by the Subordinated Creditor to the Borrower; (v) assert against any Lender or the Administrative Agent any claim pursuant to the doctrine of marshalling assets or under the United States Bankruptcy Code with respect to any of the Collateral or the Senior Debt; (vi) receive any amounts from the Borrower respecting any ownership of the Borrower (including, without limitation, dividends), except as expressly permitted under Section 6.06 and 6.03(a)(i)(E,) or (F) of the Credit Agreement; or (vii) commence or participate in the commencement of any bankruptcy, insolvency or reorganization proceedings against the Borrower; provided, however, that the Subordinated Creditor may participate in any such bankruptcy, insolvency or reorganization proceeding against the Borrower if the Lender commences such proceeding. Notwithstanding the foregoing, in the event that the Administrative Agent or the Lenders accelerate all of the Senior Debt, then Subordinated Credit may, upon ten days prior written notice to the Administrative Agent, accelerate its Subordinated Debt and obtain a judgment; provided, however, that if following such acceleration of all of the Senior Debt, such acceleration is rescinded, then Subordinated Creditor shall likewise rescind such acceleration of the Subordinated Debt and shall not be permitted to take any further action with respect to such judgment, and provided, further, that any moneys obtained by the Subordinated Creditor with respect to any such action permitted under this Section 2(c) shall in any event be held in trust for the benefit of the Administrative Agent and the Lenders and promptly paid or delivered to the Administrative Agent for the benefit of Lenders in the form received until all Senior Debt is paid in full.

3. Subordinated Creditor’s Right to Payment. Notwithstanding the provisions of Section 2(c) of this Agreement, so long as no Loan Party is, or would be after giving effect thereto, in default (including without limitation any Event of Default) under any instrument or agreement evidencing the Senior Debt or the Administrative Agent’s interest in Collateral, and subject in all respects to Section 7 of this Agreement, the Subordinated Creditor may receive, and the Borrower may pay, Permitted Payments in accordance with the Trademark License, as amended by Section 2(a) hereof, and payments permitted by Section 2(a)(iii). Except for Permitted Payments and payments permitted pursuant to Section 2(a)(iii), the Subordinated Creditor shall not receive any prepayments of any Royalties, nor any payments as a result of any acceleration, demand or subsequent change in the terms of the Trademark License.

4. Restriction on Liens. The Subordinated Creditor represents and warrants to the Administrative Agent, and agrees with the Administrative Agent, as follows:

(a) The Subordinated Creditor has no liens, encumbrances or security interests in any property of the Borrower (including without limitation in the Collateral) securing any of the Subordinated Debt or otherwise.

(b) The Subordinated Creditor shall take all action, and execute and deliver all documents and instruments, reasonably required by the Administrative Agent to give effect to the provisions hereof, including any such action, documents or instruments necessary (i) to effect any release of any security interest in favor of such Subordinated Creditor in any property of the Borrower and (ii) to further evidence the subordination provisions hereof.

5. Representations. Warranties and Covenants. The Borrower and the Subordinated Creditor represent and warrant to the Administrative Agent that: (a) no part of the Subordinated Debt is evidenced by any instrument, security or other writing which has not previously been or is not concurrently being deposited with the Administrative Agent if requested; (b) as of the date hereof, no default or event of default, or an event which with notice or passage of time or both could constitute an event of default, exists or has occurred under any instrument, document, security or other writing evidencing the Subordinated Debt; (c) the Subordinated Creditor is the exclusive and lawful owner of the Subordinated Debt; and (d) no part of the Subordinated Debt has been assigned to, or subordinated or subjected to any other security interest in favor of, anyone other than the Administrative Agent. Until all Senior Debt has been indefeasibly paid in full, the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral: (i) the Borrower will not issue any instrument, document, security or other writing evidencing any part of the Subordinated Debt except as required by the Trademark License (as in effect on the date hereof) with the prior written approval of the Administrative Agent or at the request of and in the manner requested by the Administrative Agent; (ii) without the prior written approval of the Administrative Agent, the Subordinated Creditor shall not assign, transfer, pledge or subordinate any part of the Subordinated Debt except to or in favor of the Administrative Agent or agree to a discharge or forgiveness of the same and (iii) without the

prior written approval of the Administrative Agent, the Subordinated Creditor shall not amend, or agree to any amendments to, the terms of the Founders Notes or the Subordinated Debt.

6. Modification of Senior Debt; Continuing Effect; Collateral. This Agreement shall constitute a continuing agreement of subordination, and the Administrative Agent may, without notice to or consent by the Subordinated Creditor, modify any term of the Senior Debt in reliance upon this Agreement. Without limiting the generality of the foregoing, the Administrative Agent may, at any time and in its sole discretion, without the consent of or notice to the Subordinated Creditor and without incurring responsibility to the Subordinated Creditor or impairing or releasing any of the Administrative Agent’s rights or any of the Subordinated Creditor’s obligations hereunder: (a) increase or decrease the amount of, or interest rate on, any of the Senior Debt; (b) renew, amend, modify, restate, waive or extend the time or manner of payment of any part of the Senior Debt; (c) substitute, surrender, release or permit alterations to the Collateral or guarantees securing the Senior Debt; (d) take or hold all or any property of the Borrower or any Loan Party as additional Collateral to secure all or any portion of the Senior Debt; (e) exercise or refrain from exercising any rights against the Borrower or any Loan Party or any other obligor or any of the Collateral; (f) proceed against any or all of the Collateral in whatever order the Administrative Agent shall determine; (g) amend, modify, supplement, restate or waive the provisions of Credit Agreement, the Note or any other security documents or loan documents entered into in connection with the Senior Debt, in any manner; (h) settle, compromise, release or waive any default or event of default with respect to, any of the Senior Debt; and (i) apply payments and/or proceeds from Collateral, and any other sums, by whomsoever paid or however realized, to the Senior Debt in any order; in each case without notice to or the consent of the Subordinated Creditor, and without impairing or affecting any of the Administrative Agent’s rights under this Agreement or the Subordinated Creditor’s obligations to the Administrative Agent hereunder. The Administrative Agent may take possession of, sell, dispose of, and otherwise deal with all or any part of the Collateral, and may enforce any right or remedy available to it with respect to the Collateral, all without notice to or consent of the Subordinated Creditor except as specifically required by applicable law. The Administrative Agent shall not have any duty to preserve, protect, care for, insure, take possession of, collect, dispose of, or otherwise realize upon any of the Collateral, and in no event shall the Administrative Agent be deemed the Subordinated Creditor’s agent with respect to the Collateral. All proceeds received by the Administrative Agent with respect to any Collateral may be applied, first, to pay or reimburse the Administrative Agent and the Lenders for all costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent and the Lenders in connection with the collection of such proceeds, and second, to any Senior Debt in any order that the Administrative Agent may choose.

7. Bankruptcy and Insolvency. Notwithstanding any other provision of this Agreement, the Credit Agreement or any other security document or loan document entered into in connection with the Senior Debt, unless and until all Senior Debt has been indefeasibly paid in full, the Lenders have no further obligation to make loans or other credit extensions to the Borrower and the Administrative Agent has released its security interest in the Collateral, in the event of any receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement with creditors by or with respect to the Borrower or any other Loan Party, whether or not pursuant to bankruptcy law, the sale of all or substantially all of the

assets of the Borrower, or the dissolution, liquidation or any other marshalling of the assets or liabilities of the Borrower, then (i) all Senior Debt shall first be paid in full before any payment or distribution of any character, whether in cash, securities, or other property, shall be made in respect of any Subordinated Debt, (ii) any payment or distribution of any character, whether in cash, securities, or other property, which would otherwise (but for the terms hereof) be payable or deliverable in respect of any Subordinated Debt, including without limitation all Permitted Payments and Accrued Royalties, shall be paid or delivered directly to Administrative Agent, for the benefit of Lenders, for application to the Senior Debt in such mariner as the Administrative Agent shall determine in its sole discretion until all Senior Debt shall have been paid in full, and Subordinated Creditor irrevocably authorizes, empowers, and directs all receivers, trustees, liquidators, conservators, and others having authority to effect all such payments and deliveries, and (iii) the Subordinated Creditor will file all claims, proofs of claim or other instruments of similar character necessary to enforce the obligations of the Borrower in respect of the Subordinated Debt and will hold in trust for the Administrative Agent and promptly pay over to the Administrative Agent in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to the then-existing Senior Debt, any and all moneys, dividends or other assets received on account of the Subordinated Debt. If the Subordinated Creditor shall fail to take any such action, the Administrative Agent, as attorney-in-fact for the Subordinated Creditor, may take such action on the Subordinated Creditor’s behalf. The Subordinated Creditor hereby irrevocably appoints the Administrative Agent, as the attorney-in-fact for the Subordinated Creditor (which appointment is coupled with an interest), with the power but not the duty to demand, sue for, collect and receive any and all such moneys, dividends or other assets and give acquittance therefor and (x) if the Subordinated Creditor has not filed its claim properly by the date that is 10 days before the claims bar date, to file any claim, proof of claim or other instrument of similar character, and (y) if the Subordinated Creditor has not properly voted its claims comprising the Subordinated Debt to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension by the date that is 5 days before required date therefor, to vote any such claims; and the Subordinated Creditor will execute and deliver to the Administrative Agent such’ other and further powers-of-attorney or instruments as the Administrative Agent may request in order to accomplish the foregoing. If the Administrative Agent desires to permit the use of cash collateral or to provide post-petition financing to the Borrower, the Subordinated Creditor shall not object to the same or assert that their interests are not being adequately protected.

8. Notification of Subordination. Upon request of the Administrative Agent, the Subordinated Creditor will place the following legend upon any notes or other instruments evidencing Subordinated Debt:

“The indebtedness evidenced by this instrument and the rights of the holder hereof are subordinated to the rights of JPMorgan Chase Bank, N.A., a national banking association, under the terms of a Subordination Agreement dated September 29, 2006.”

9. No Warranty; Subordinated Creditor’s Independent Investigation. The Subordinated Creditor acknowledges that the Administrative Agent has made NO PROMISE, REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED) as to any matter regarding

the Borrower or the Collateral. The Subordinated Creditor expressly waives any and all claims against the Administrative Agent regarding any of the foregoing.

10. Default; Receipt of Prohibited Payments.

(a) At any time the Subordinated Creditor fails to comply with any provision applicable to the Subordinated Creditor, the Administrative Agent may demand specific performance of this Agreement, whether or not the Borrower has complied with this Agreement, or exercise any other remedy available at law or equity.

(b) If any payment on account of, or any collateral for, any part of the Subordinated Debt is received by the Subordinated Creditor other than as permitted by this Agreement, then such payment or collateral shall be delivered forthwith by the Subordinated Creditor to the Administrative Agent for application to the Senior Debt in the form received, except for the addition of any endorsement or assignment necessary to effect transfer of all rights therein to the Administrative Agent. The Administrative Agent is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, any such payment or collateral shall be held in trust for the Administrative Agent and shall not be commingled with other funds or property of the Subordinated Creditor.

(c) The Subordinated Creditor agrees to provide the Administrative Agent written notice of any default, event of default or other breach of, under or with respect to the Subordinated Debt promptly upon the Subordinated Creditor becoming aware of any such default, event of default or other breach of, under or with respect to the Subordinated Debt.

11. Expenses. The Borrower agrees to pay the Administrative Agent on demand, all expenses of every kind, including all attorneys’ fees, which the Administrative Agent may incur in enforcing or protecting any of its rights under this Agreement.

12. No Commitment. None of the provisions of this Agreement shall be deemed or constitute an amendment of, and shall be construed to constitute or imply any commitment or obligation on the part of the Administrative Agent to make any future loans or other extensions of credit or financial accommodations to the Borrower.

13. Notices. All notices, requests and other communications to any party hereunder shall be given: if to the Administrative Agent or the Borrower, in accordance with the terms of the Credit Agreement, and, if to the Subordinated Creditor, in accordance with the terms of the Vitamin Cottage Two Guaranty.

14. Conflict in Agreements. If the subordination provisions of any instrument evidencing Subordinated Debt (including without limitation the Trademark License) conflict with the terms of this Agreement, the terms of this Agreement shall govern.

15. Entire Agreement; Waiver; Successors And Assigns; Acceptance. This Agreement contains the entire agreement of the Subordinated Creditor with the Administrative Agent regarding subordination. No waiver shall be deemed to be made by the Administrative Agent of any of its rights hereunder unless the same shall be in writing signed on behalf of the Administrative Agent, and each such waiver, if any, shall be a waiver only with respect to the specific matter or matters to which the waiver relates and shall in no way impair the rights of the Administrative Agent or the obligations of the Subordinated Creditor to the Administrative Agent in any other respect at any time. Any failure by the Administrative Agent to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same, and such rights shall be cumulative and not exclusive. Knowledge by the Administrative Agent of any breach or other nonobservance by the Borrower or the Subordinated Creditor of the terms of this Agreement will not constitute a waiver thereof or of any obligations to be performed by the Borrower or the Subordinated Creditor hereunder. This Agreement will be binding upon the Borrower, the Subordinated Creditor and the Administrative Agent, and their respective successors and assigns. Notice of acceptance by the Administrative Agent of this Agreement or of reliance by the Administrative Agent upon this Agreement is hereby waived by the Subordinated Creditor.

16. Applicable Law and Jurisdiction; Interpretation and Modification.

(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF COLORADO, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

(b) EACH OF SUBORDINATED CREDITOR AND BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE NON EXCLUSIVE JURISDICTION OF (i) ANY UNITED STATES FEDERAL OR COLORADO STATE COURT SITTING IN DENVER, COLORADO AND (ii) THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH OF SUBORDINATED CREDITOR AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO BRING PROCEEDINGS AGAINST EITHER SUBORDINATED CREDITOR OR BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

(c) EACH OF SUBORDINATED CREDITOR AND BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF SUBORDINATED CREDITOR AND BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) EACH OF SUBORDINATED CREDITOR AND BORROWER HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN ANY OF THE ABOVE-MENTIONED COURTS BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER SECURED PARTIES BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF COLORADO, AT ITS ADDRESS SPECIFIED IN SECTION 13. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OF THE OTHER SECURED PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

17. Waiver of Jury Trial. EACH OF SUBORDINATED CREDITOR AND BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF SUBORDINATED CREDITOR AND BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS PROVISION IS A MATERIAL INDUCEMENT TO ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES TO PROVIDE THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

18. Attachments. All documents attached hereto, including any appendices, schedules, riders, and exhibits to this Agreement, are hereby expressly incorporated by reference.

19. Miscellaneous. The paragraph and section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

20. Continued Effectiveness. This Agreement, and all of the Subordinated Creditor’s obligations hereunder, shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Debt is rescinded or must otherwise be returned by the Administrative Agent upon the insolvency, bankruptcy or reorganization of the Borrower or for any other reason, all as though such payment had not been made.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Agreement as of the day and year first above set forth.

		VITAMIN COTTAGE TWO LTD.
		LIABILITY COMPANY,
		a Colorado limited liability company


		By:	/s/ Kemper Isely
			Kemper Isely, Manager

The undersigned Borrower hereby approves and agrees to be bound by the terms of this Agreement.

		VITAMIN COTTAGE NATURAL FOOD
		MARKETS, INC.,
		a Colorado corporation


		By:	/s/ Kemper Isely
			Kemper Isely, President

EXECUTION PAGE—SUBORDINATION AGREEMENT

ACCEPTED AND AGREED:

JPMORGAN CHASE BANK, N.A.,

By:	/s/ Patrick E. Green
	Patrick E. Green, Senior Vice President

EXHIBIT 10.14

FIRST AMENDMENT TO SUBORDINATION AGREEMENT

This First Amendment to Subordination Agreement (the “ Amendment ”), dated this 26th day of June, 2007, is by and between Vitamin Cottage Two Ltd. Liability Company, a Colorado limited liability company (the “ Subordinated Creditor ”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “ Borrower ”), in favor of JPMorgan Chase Bank, N.A., a national banking association, as administrative agent (together with its successor(s) thereto in such capacity, the “ Administrative Agent ”) for the ratable benefit of the Secured Parties. Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement referenced below.

PRELIMINARY STATEMENTS

The Borrower, the Lenders party thereto and the Administrative Agent have entered into a Credit Agreement, dated as of September 29, 2006 (the “ Credit Agreement ”), pursuant to which the Lenders agreed to extend credit to the Borrower as described in Article II of the Credit Agreement. On November 2, 2006, the Administrative Agent and the Borrower entered into a First Amendment to the Credit Agreement. On December 13, 2006, the Administrative Agent and the Borrower entered into a Second Amendment to the Credit Agreement. On the date hereof, the Administrative Agent and the Borrower are entering into a Third Amendment to the Credit Agreement.

The Subordinated Creditor and the Borrower have entered into a Subordination Agreement in favor of the Administrative Agent for the ratable benefit of the Secured Parties, dated as of September 29, 2006 (the “ Subordination Agreement ”).

Subject to the terms and conditions set forth in this Amendment, the Subordinated Creditor, Borrower and the Administrative Agent have agreed to amend certain conditions.

AGREEMENT

IN CONSIDERATION of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subordinated Creditor, the Borrower and the Administrative Agent agree as follows:

1. Amendment. The Agreement is hereby amended as follows:

a. SECTION 2(a)(ii). Section 2(a)(ii) is hereby amended by deleting the text “$1,200,000” substituting therefore “$1,700,000”.

2. Effective Date. This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):

a. The Subordinated Creditor, the Borrower and the Administrative Agent

shall have (i) executed and delivered or caused to be executed and delivered this Amendment and all other documents reasonably required by the Lenders and (ii) complied with such additional conditions and requests as the Lenders may reasonably require.

b. (i) All representations and warranties made in the Credit Agreement and the Subordination Agreement shall be true, complete and correct in all material respects as of the date hereof as if made on the date hereof, and (ii) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents or will occur as a result of this Amendment.

c. The Borrower shall pay or cause to be paid all of the reasonable expenses incurred by the Lenders in connection with the preparation of, and transactions contemplated by, this Amendment, including, without limitation, the reasonable fees and disbursements of the Lender’s attorneys and their staff.

3. Representations, Warranties and Covenants. Each of the Borrower and the Subordinated Creditor hereby represents, warrants and covenants that the execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate action, and does not (i) require any consent or approval of the Borrower’s or Subordinated Creditor’s shareholders, if any; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or Subordinated Creditor, or the constitutive documents of the Borrower or Subordinated Creditor; (iv) result in a breach of or constitute a default under any other loan or credit agreement or any other material agreement, or any lease or instrument to which the Borrower or Subordinated Creditor is a party or by which any of its properties might be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than any security interest held by the Lenders in any of the Borrower’s or Subordinated Creditor’s assets) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or Subordinated Creditor.

4. Miscellaneous.

a. Each of the Borrower and Subordinated Creditor hereby certifies to the Lenders that as of the date of this Amendment (i) all of the Borrower’s or Subordinated Creditor’s representations and warranties contained in the Loan Documents are true, complete and correct in all material respects as if made on the date hereof, and (ii) no Default or Event of Default has

occurred and is continuing under any Loan Document or will occur as a result of this Amendment.

b. Except as expressly set forth herein, the Loan Documents shall remain as originally stated and in full force and effect. The Borrower, the Subordinated Creditor and the Lenders hereby confirm and ratify each of the provisions of the Loan Documents as amended hereby. The Loan Documents shall be amended as set forth in this Amendment and shall be deemed modified as of the Effective Date. From and after the Effective Date all references to any Loan Document in the Loan Documents shall be deemed references to the Loan Documents as amended hereby.

c. Each of the Borrower and Subordinated Creditor hereby absolutely and unconditionally releases and forever discharges the Lenders and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, that the Borrower or Subordinated Creditor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

d. This Amendment and all documents to be executed and delivered hereunder may be delivered in the form of a facsimile copy, subsequently confirmed by delivery of the originally executed document.

f . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment shall become a part of the “Loan Documents”.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Subordination Agreement as of the date first set forth above.

	VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY,
	a Colorado limited liability company


	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Manager


	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, President


	JPMORGAN CHASE BANK, N.A,
	as a Lender and as Administrative Agent


	By:	/s/ Patrick E. Green
		Patrick E. Green, Senior Vice President

EXHIBIT 10.15

AMENDED AND RESTATED PROMISSORY NOTE

$13,000,000

December 21, 2010

Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “ Borrower ”), promises to pay to the order of JPMorgan Chase Bank, N.A. (the “ Lender ”), the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to the Credit Agreement, dated as of September 29, 2006, among the Borrower, the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Administrative Agent ”) (which, as it may be amended, modified or replaced and in effect from time to time, is herein called the “ Credit Agreement ”), in immediately available funds to the Administrative Agent, at the Administrative Agent’s address specified pursuant to Article IX of the Credit Agreement, or at any other lending installation of Administrative Agent specified in writing by the Administrative Agent to the Borrower, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Credit Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Revolving Loans in full on the Revolving Loan Maturity Date and shall make such mandatory payments as are required to be made under the terms of the Credit Agreement. This promissory note (“ Note ”) amends and restates that certain Promissory Note in the original principal amount of $10,000,000 made by Borrower and payable to the order of Lender, dated September 29, 2006 (the “ Original Note ”) in its entirety. This Note is not a novation of the indebtedness evidenced by the Original Note. This Note is given in replacement of the Original Note, but not extinguishing the indebtedness of Borrower evidenced by the Original Note. All indebtedness, liabilities and obligations of Borrower outstanding under the Original Note shall continue and be obligations outstanding hereunder and are now evidenced by, and provided for in, this Note.

EXECUTION PAGE FOLLOWS

	VITAMIN COTTAGE NATURAL FOOD
	MARKETS, INC.,
	a Colorado corporation


	By:	/s/ Kemper Isely
		Kemper Isely, President

EXECUTION PAGE-REVOLVER NOTE

Exhibit 10.17

NATURAL GROCERS BY VITAMIN COTTAGE, INC.

SUMMARY OF COMPENSATION ARRANGEMENTS FOR
NON-EMPLOYEE DIRECTORS

The following is a description of the arrangements pursuant to which independent directors (the “ Directors ”) of the Board of Directors (the “ Board ”) of Natural Grocers by Vitamin Cottage, Inc. (the “ Company ”) are compensated for services provided as a Director, including additional amounts payable for committee participation. Employee directors are not entitled to receive additional compensation for serving on the Board or any committee thereof.

Cash Compensation

Board Retainer

Each Director is entitled to receive an annual cash retainer of $30,000. If the Board appoints a lead independent Director, such Director is entitled to receive an additional annual cash retainer of $15,000.

Committee Retainers

The chair of our Audit Committee is entitled to receive an additional annual cash retainer of $15,000 and the chair of our Compensation Committee is entitled to receive an additional annual cash retainer of $10,000. Each member of our Audit Committee and Compensation Committee is entitled to receive an additional annual cash retainer of $5,000.

All cash compensation is paid to the Directors on a quarterly basis, in equal installments.

Equity Compensation

Each Director is entitled to an annual grant of restricted stock units valued at $50,000 (based on the closing price of the Company’s common stock on The New York Stock Exchange on the date of grant) under the Company’s Omnibus Incentive Plan, upon election to the Board at the Annual Meeting of Stockholders. These restricted stock units will vest on the date which is one year after the date of grant and will be settled in shares of the Company’s common stock.

Director Equity Ownership Guidelines

Under the Company’s Director Equity Ownership Guidelines, Directors must own shares of the Company’s common stock with a value of at least three times such Director’s annual cash retainer within five years of such Director’s initial election or appointment. Restricted stock qualifies for this purpose only after complete vesting.

Exhibit 10.18

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “ Agreement ”) is effective as of [ ] by and between Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “ Company ”), and the undersigned director or executive officer of the Company (the “ Indemnitee ”).

RECITALS

WHEREAS, the Indemnitee is a director or an executive officer of the Company;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify persons serving as directors or executive officers of the Company to the fullest extent permitted by applicable law so that such persons will serve or continue to serve as directors or executive officers of the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws of the Company (the “ Bylaws ”) and the Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) and any resolutions adopted pursuant thereto, and insurance, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of the Indemnitee thereunder;

WHEREAS, the Indemnitee does not regard the protection available under the Bylaws, the Certificate of Incorporation, any resolutions adopted pursuant thereto, and insurance as adequate in the present circumstances, and may not be willing to serve as a director or an executive officer without adequate protection, and the Company desires the Indemnitee to serve in such capacity; and

WHEREAS, the Indemnitee is willing to serve and/or continue to serve on the Board of Directors of the Company (the “ Board ”) or as an executive officer of the Company, as applicable, only on the condition that the Indemnitee be so indemnified.

AGREEMENT

NOW THEREFORE, in consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

Section 1. Services by the Indemnitee. The Indemnitee agrees to serve or continue to serve at the request of the Company as a director or an executive officer of the Company, as applicable. Notwithstanding the foregoing, the Indemnitee may at any time and for any reason resign from any such position.

Section 2. Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined) to, the Indemnitee as provided in this Agreement and to the fullest extent permitted by the General Corporation Law of the State of Delaware and Delaware law as in effect at any time. The rights of the Indemnitee provided under the preceding sentence

shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

Section 3. Proceedings Other Than Proceedings by or in the Right of the Company . The Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of the Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3 , the Company shall indemnify the Indemnitee against Expenses, judgments, penalties, fines (including any excise taxes assessed on the Indemnitee with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such Proceeding other than a Proceeding by or in the right of the Company, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, if the Indemnitee also had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Section 4. Proceedings by or in the Right of the Company . The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4 , the Company shall indemnify the Indemnitee against Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful .

(a) To the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with each such claim, issue or matter as to which the Indemnitee is successful, on the merits or otherwise. For purposes of this Section 5(a) , the term “successful, on the merits or otherwise,” shall include, but shall not be limited to, (i) the termination of any claim, issue or matter in a Proceeding by withdrawal or dismissal, with or without prejudice, (ii) termination of any claim, issue or matter

in a Proceeding by any other means without any express finding of liability or guilt against the Indemnitee, with or without prejudice, or (iii) the expiration of 120 days after the making of a claim or threat of a Proceeding without the institution of the same and without any promise or payment made to induce a settlement, in each instance without looking behind the result of a claim, issue or matter. The provisions of this Section 5(a) are subject to Section 5(b) below.

(b) In no event shall the Indemnitee be entitled to indemnification under Section 5(a) above with respect to a claim, issue or matter to the extent (i) applicable law prohibits such indemnification or (ii) an admission is made by the Indemnitee in writing to the Company or in such Proceeding or a final, non-appealable determination is made in such Proceeding that the standard of conduct required for indemnification under this Agreement has not been met with respect to such claim, issue or matter.

Section 6. Indemnification for Expenses as a Witness. Notwithstanding any provisions herein to the contrary, to the extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status, a witness in any Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

Section 7. Advancement of Expenses. The Company shall advance all Expenses incurred by or on behalf of the Indemnitee in connection with any Proceeding within 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances from time to time, whether prior to or after the final, non-appealable disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by or on behalf of the Indemnitee. The Indemnitee hereby expressly undertakes to repay such amounts advanced, if, but only if, and then only to the extent that, it shall ultimately be determined by a final, non-appealable adjudication or arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses. The Indemnitee further undertakes to return any such advance which remains unspent at the final, non-appealable conclusion of the Proceeding to which the advance related. All amounts advanced to the Indemnitee by the Company pursuant to this Section 7 and repaid shall be repaid without interest. The Company shall make all advances pursuant to this Section 7 without regard to the financial ability of the Indemnitee to make repayment, without bond or other security and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled to indemnification under the provisions of this Agreement. Any required reimbursement of Expenses by the Indemnitee shall be made by the Indemnitee to the Company within 20 days following the entry of the final, non-appealable adjudication or arbitration decision pursuant to which it is determined that the Indemnitee is not entitled to be indemnified against such Expenses.

Section 8. Procedure for Determination of Entitlement to Indemnification .

(a) To obtain indemnification under this Agreement, following the final, non-appealable disposition of the applicable Proceeding, the Indemnitee shall submit to the Company in care of the Secretary of the Company a written request therefor, along with such documentation and information as is reasonably available to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that the Indemnitee has requested indemnification.

(b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination with respect to the Indemnitee’s entitlement thereto shall be made in the specific case: (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum; (ii) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined), as selected pursuant to Section 8(c) , in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee; or (iv) by the stockholders of the Company. If it is so determined that the Indemnitee is entitled to indemnification, the Company shall make payment to the Indemnitee within 10 days after such determination. The Indemnitee shall cooperate with the Person or Persons making such determination with respect to the Indemnitee’s entitlement to indemnification, including providing to such Person or Persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to the Indemnitee and reasonably necessary to such determination.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section 8(c) . The Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising the Indemnitee of the identity of the Independent Counsel so selected. If (i) an Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) hereof, and (ii) within 20 days after submission by the Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected, either the Company or the Indemnitee may petition the Court of Chancery of the State of Delaware for the appointment as Independent Counsel of a Person selected by such court or by such other Person as such court shall designate. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c) , regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding pursuant to Section 10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 9. Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases .

(a) In making a determination with respect to whether the Indemnitee is entitled to indemnification hereunder, the Person or Persons making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and

anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion to overcome that presumption.

(b) Subject to the terms of Section 16 hereof, the termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

(c) For purposes of any determination of the Indemnitee’s entitlement to indemnification under this Agreement or otherwise, the Indemnitee shall be deemed to have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal Proceeding, to have also had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if it is determined by the Board or by the Independent Counsel, as applicable, that the Indemnitee’s actions were based on good faith reliance on the records or books of account of the Company or Another Enterprise (as hereinafter defined) in which the Indemnitee has Corporate Status or on information supplied to the Indemnitee by the officers of the Company or Another Enterprise in which the Indemnitee has Corporate Status in the course of their duties, or on the advice of legal counsel for the Company or Another Enterprise in which the Indemnitee has Corporate Status or on information or records given or reports made to the Company or Another Enterprise in which the Indemnitee has Corporate Status by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or Another Enterprise in which the Indemnitee has Corporate Status .

Section 10. Remedies of the Indemnitee .

(a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by the Disinterested Directors, a committee of Disinterested Directors or the stockholders of the Company pursuant to Section 8(b) of this Agreement and such determination shall not have been made and delivered to the Indemnitee in writing within 20 days after receipt by the Company of the request for indemnification, (iv) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement and such determination shall not have been made in a written opinion to the Board and a copy delivered to the Indemnitee within 20 days after receipt by the Company of the request for indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this Agreement within 30 days after receipt by the Company of a written request therefor or (vi) payment of indemnification is not made within 10 days after a determination has been made that the Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 or Section 9 of this Agreement, the Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware of the Indemnitee’s entitlement to such indemnification or advancement of Expenses. The Indemnitee shall commence such Proceeding seeking an

adjudication within 180 days following the date on which the Indemnitee first has the right to commence such Proceeding pursuant to this Section 10(a) ; provided , however , that the foregoing clause shall not apply in respect of a Proceeding brought by the Indemnitee to enforce the Indemnitee’s rights under Section 5 of this Agreement.

(b) In the event that a determination is made pursuant to Section 8 of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination.

Section 11. Defense of Certain Proceedings. The Company shall be entitled to participate in the defense of any Proceeding or to assume the defense thereof, with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, upon the delivery to the Indemnitee of written notice of its election to do so; provided , however , that in the event that (i) the use of counsel chosen by the Company to represent the Indemnitee would present such counsel with an actual or potential conflict, (ii) the named parties in any such Proceeding (including any impleaded parties) include both the Company and the Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to the Indemnitee or her that are different from or in addition to those available to the Company, or (iii) any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then the Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense.

Section 12. Exception to Right of Indemnification or Advancement of Expenses.

(a) Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim, issue or matter therein, brought or made:

(i) by the Indemnitee against the Company, except for (x) any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, (y) any claim or Proceeding to establish or enforce a right to indemnification under (A) any statute or law, (B) any other agreement with the Company or (C) the Certificate of Incorporation or the Bylaws as now or hereafter in effect and (z) any counter-claim or cross-claim brought or made by the Indemnitee against the Company in any Proceeding brought by or in the right of the Company against the Indemnitee;

(ii) by the Indemnitee against any other Person, except for Proceedings or claims approved by the Board; or

(iii) against the Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Indemnitee of securities of the Company or Another Enterprise within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state law.

(b) In the event that a claim for indemnification against liabilities arising under the Securities Act of 1933, as amended (the “ Securities Act ”) (other than the payment by the Company of Expenses incurred or paid by the Indemnitee in the successful defense of any Proceeding) is asserted by the Indemnitee in connection with securities being registered under the Securities Act, the Company shall, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and the parties hereto shall be governed by the final adjudication of such issue.

Section 13. Contribution.

(a) If, with respect to any Proceeding, the indemnification provided for in this Agreement is held by a court of competent jurisdiction to be unavailable to the Indemnitee for any reason other than that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to a criminal Proceeding, that the Indemnitee had reasonable cause to believe the Indemnitee’s conduct was unlawful, the Company shall contribute to the amount of Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such Proceeding or any claim, issue or matter therein in such proportion as is appropriate to reflect the relative benefits received by the Indemnitee and the relative fault of the Indemnitee versus the other defendants or participants in connection with the action or inaction which resulted in such Expenses, judgments, penalties, fines and amounts paid in settlement, as well as any other relevant equitable considerations.

(b) The Company and the Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 13 were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 13(a) above.

(c) No Person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation.

Section 14. Directors’ and Officers’ or Other Liability Insurance . To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability or other insurance, including but not limited to fiduciary liability insurance, the Indemnitee will be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director of the Company.

Section 15. Security. The Company may, but shall not be required to, provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank letter of credit, funded trust or other similar collateral.

Section 16. Settlement of Claims. The Company shall not be required to obtain the consent of the Indemnitee to the settlement of any Proceeding which the Company has undertaken to defend if such settlement solely involves the payment of money, the Company assumes full and sole responsibility for such settlement, the settlement grants the Indemnitee a

complete and unqualified release in respect of the potential liability, and no admission of guilt is required to be made by Indemnitee. The Company shall not be liable for any amount paid by an Indemnitee in settlement of any Proceeding unless the Company has consented to such settlement, which consent shall not be unreasonably withheld.

Section 17. Duration of Agreement. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of the Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not the Indemnitee is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement.

Section 18. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.

Section 19. Limitation of Liability. Notwithstanding any other provision of this Agreement, neither party shall have any liability to the other for, and neither party shall be entitled to recover from the other, any consequential, special, punitive, multiple or exemplary damages as a result of a breach of this Agreement.

Section 20. Subrogation . In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 21. Definitions. For purposes of this Agreement:

(a) “ Another Enterprise ” means any corporation (other than the Company), partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise.

(b) “ Corporate Status ” describes the status of an individual who is or was director or executive officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, partner, member, agent or in a similar capacity of Another Enterprise (including any service as a director, officer, employee, or agent of the Company or Another Enterprise that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries).

(c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding for which indemnification is sought by the Indemnitee.

(d) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.

(e) “ Independent Counsel ” means a law firm or a member of a law firm that is experienced in matters of corporation law and such law firm neither presently is, nor in the past five years has been, retained to represent: (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(f) “ Person ” means a natural person, firm, partnership, joint venture, association, corporation, company, limited liability company, trust, business trust, estate or other entity.

(g) “ Proceeding ” includes any action, suit or proceeding, whether civil, criminal, administrative or investigative.

Section 22. Non-Exclusivity. The Indemnitee’s rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any other agreement, a vote of stockholders, a resolution of directors, insurance or otherwise.

Section 23. Remedies Not Exclusive . No right or remedy herein conferred upon the Indemnitee is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative of and in addition to the rights and remedies given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy of the Indemnitee hereunder or otherwise shall not be deemed an election of remedies on the part of the Indemnitee and shall not prevent the concurrent assertion or employment of any other right or remedy by the Indemnitee.

Section 24. Changes in Law. In the event that a change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, expands or otherwise increases the right or ability of a Delaware corporation to indemnify (or to otherwise pay or advance Expenses as to any Proceeding for the benefit of) a member of its board of directors or any of its executive officers, the Indemnitee shall, by this Agreement, enjoy the greater benefits so afforded by such change. In the event that a change in applicable law after the date of this Agreement, whether by statute, rule or judicial decision, narrows or otherwise reduces the right or ability of a Delaware corporation to indemnify (or to otherwise pay or advance Expenses as to any Proceeding for the benefit of) a member of its board of directors or any of its executive officers, such change shall have no effect on this Agreement or any of the Indemnitee’s rights hereunder, except and only to the extent required by law.

Section 25. Interpretation of Agreement. No provision of this Agreement will be interpreted in favor of, or against, either of the parties hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

Section 26. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision or provisions held invalid, illegal or unenforceable.

Section 27. Governing Law; Jurisdiction and Venue .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

(b) Each of the parties (i) consents to submit itself to the personal jurisdiction of the courts of the State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware or any federal court sitting in the State of Delaware.

Section 28. Notice by the Indemnitee . The Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder; provided , however , that the failure of the Indemnitee to timely provide such notice shall not affect the Indemnitee’s right to be indemnified or to receive advancement of Expenses under this Agreement except if, and then only to the extent that, the Company is actually prejudiced by such failure.

Section 29. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and received for by the party to whom said notice or other communication shall have been directed, (b) mailed by U.S. certified or registered mail with postage prepaid, on the third business day

after the date on which it is so mailed, or (c) sent via facsimile or electronic mail transmission (with electronic or telephonic confirmation of receipt):

(i) If to the Company:

Natural Grocers by Vitamin Cottage, Inc.

12612 West Alameda Parkway

Lakewood, Colorado 80228

Facsimile No.: (303) 986-1891

Attention: Corporate Secretary

(ii) With a copy to:

Holland & Hart LLP

555 17th Street, Suite 3200

Denver, Colorado 80202

Facsimile No.: (303) 295-8261

Attention: Lucy Stark

(iii) If to the Indemnitee, to the address of the Indemnitee set forth on the signature page hereof; or to such other address as may have been furnished by any party to the other(s), in accordance with this Section 29 .

Section 30. Modification and Waiver. No supplement, modification or amendment of this Agreement or any provision hereof shall limit or restrict in any way any right of the Indemnitee under this Agreement with respect to any action taken or omitted by the Indemnitee in the Indemnitee’s Corporate Status prior to such supplement, modification or amendment. No supplement, modification or amendment of this Agreement or any provision hereof shall be binding unless executed in writing by both of the Company and the Indemnitee. No waiver of any provision of this Agreement shall be deemed or shall constitute a wavier of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 31. Entire Agreement. This Agreement embodies the final, entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior negotiations, commitments, agreements, representations and understandings, whether written or oral, relating to such subject matter and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.

Section 32. Headings. The headings of the Sections or paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 33. Identical Counterparts . This Agreement may be executed in one or more counterparts (whether by original, photocopy or facsimile signature), each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement. Only one such counterpart executed by the party against whom enforcement is sought must be produced to evidence the existence of this Agreement.

Section 34. Successors and Assigns.

(a) This Agreement shall be binding upon all permitted successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

(b) This Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Section 34(a) . Without limiting the generality or effect of the foregoing, the Indemnitee’s right to receive payments hereunder will not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 34(b) , the Company will have no liability to pay any amount so attempted to be assigned or transferred.

[Signature Page Follows]

The parties hereto have executed this Agreement effective as of the date first above written.

	NATURAL GROCERS BY VITAMIN COTTAGE, INC.

	By:
	Name:
	Title:


	INDEMNITEE


	[Name]



	[Address]

(Signature Page to Indemnification Agreement)

EXHIBIT 10.19

SHOPPING CENTER LEASE

BY AND BETWEEN

CHALET PROPERTIES, LLC
a Colorado Limited Liability Company
as “Landlord”

AND

VITAMIN COTTAGE NATURAL FOOD MARKETS, INC
a Colorado Corporation
as “Tenant”

TABLE OF CONTENTS

1.	BASIC LEASE PROVISIONS	1

2.	PREMISES AND LANDLORD ASSURANCES	4

3.	TERM	6

4.	DELIVERY DATE	6

5.	RENT	6

6.	OPTION TO RENEW	7

7.	CONDITION OF THE PREMISES	7

8.	USE, EXCLUSIVE USE AND GOING DARK	7

9.	UTILITIES	9

10.	REPAIRS AND MAINTENANCE	10

11.	COMMON AREA AND OPERATING EXPENSES	11

12.	TAXES	13

13.	ALTERATIONS	15

14.	SIGNS	18

15.	COMPLIANCE WITH PUBLIC LAWS AND GOVERNMENTAL AUTHORITIES	18

16.	HAZARDOUS SUBSTANCES	19

17.	INSURANCE/INDEMNIFICATION	20

18.	INDEMNIFICATION, WAIVER AND RELEASE	22

19.	DAMAGE BY FIRE OR OTHER CASUALTY	23

20.	EMINENT DOMAIN	24

21.	SUBORDINATION, ATTORNMENT AND ESTOPPEL LETTER	25

22.	TENANT DEFAULT AND REMEDIES	26

23.	LANDLORD DEFAULT AND REMEDIES	27

24.	ASSIGNMENT, SUBLETTING AND OWNERSHIP	28

25.	MISCELLANEOUS		30

EXHIBITS

Exhibit A		Legal Description and Site Plan

Exhibit B		Work Letter

Exhibit C		Memorandum of Lease

Exhibit D		Landlord’s Release and Waiver

Exhibit E		Tenant’s Signage

Exhibit F		Subordination, Attornment, and Non-Disturbance Agreement

Exhibit G		Commencement Date Agreement

Exhibit H		Covenant Documents

Exhibit I		Renewal

Exhibit J		Rules, Regulations and Exclusives

iii

LEASE

THIS LEASE (Lease) is made as of this 1st day of January, 2010, by and between Landlord and Tenant.

WITNESSETH:

In consideration of the mutual covenants and promises of the parties, it is hereby agreed as follows:

1. Basic Lease Provisions

In addition to the terms which are defined throughout this Lease, the following defined terms are used in this Lease:

a. “Additional Rent” shall mean any sum of money which this Lease requires Tenant to pay in addition to Minimum Rent, including but not limited to Tenant’s proportionate share of Common Area Costs, Real Estate Taxes, and Insurance.

b. “Building” if, applicable shall mean the building in the Shopping Center located at 5231 Leetsdale Drive, Denver, Colorado 80246 containing the Premises which is constructed or to be constructed on a portion of the Property, and is identified as such on the Site Plan attached as Exhibit A

c. “Common Areas” will mean and include all parking areas, driveways, sidewalks, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, hallways, exterior malls, restrooms, and other areas and improvements which are or will be provided by Landlord at its sole cost and expense for the common use of all tenants, all of which shall be subject to Landlord’s reasonable sole management and control and shall be operated and maintained in a first class manner and condition. The Common Areas shall not include any outside sales or seating areas or any other areas which are segregated from the Shopping Center or used exclusively by any one tenant.

d. “Covenant Documents” shall mean those documents if any, listed in Exhibit H which is incorporated herein by this reference, as such documents may be amended, supplemented or superseded from time to time.

e. “Execution Date” shall mean the date upon which mutually executed counterparts of this Lease are signed by the last signatory hereto, provided original copies are delivered to the other parties hereto within five (5) days thereafter.

enumerated, beyond the parties’ reasonable control or the reasonable control of their agents, servants, employees and any contractor engaged by them to perform work in connection with this Lease.

g. “ Hazardous Substances ” as used in this Lease shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials, is: (a) identified by Governmental Authorities as injurious to the public health, safety or welfare, the environment, the Premises or the Property and any improvements located thereon; or, (b) regulated or monitored by any applicable Governmental Authorities; or (c) a basis for potential liability of Landlord to any governmental agency under any applicable environmental statute. Hazardous Substance shall also include, but not be limited to, hydrocarbons, petroleum gasoline, crude oil or any products or by products thereof. substances defined as “hazardous substances,” “Hazardous Substances,” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Substances Transportation Act, as amended, the Resource Conservation and Recovery Act, as amended, the Federal Clean Water Act, as amended, or any other federal, state or local environmental law, regulation, ordinance, rule or law, whether existing as of the date hereof, previously enforced or subsequently enacted (Environmental Laws).

h. “ Landlord’s Address ” shall be:

Chalet Properties, LLC
12612 W. Alameda Pkway
Lakewood, CO 80223

Attention: Kemper Isely, Co-President

i. “ Lease Commencement Date ” shall mean the Ready for Occupancy Date.

j. “ Lease Term ” shall mean a period of one-hundred and twenty (120) months beginning at twelve o’clock noon on January 1, 2010 and extending until twelve o’clock noon on the last day of the Lease Term.

k. “ Lease Year ” shall mean (i) the first Lease Year shall be a period beginning on the Lease Commencement Date and ending upon the expiration of the 12th consecutive full calendar month thereafter; (ii) after the first Lease Year, a Lease Year shall be a period of 12 consecutive full calendar months commencing on the first day following the first Lease Year, and each anniversary thereof.

l. “ Minimum Rent ” shall mean a reserved minimum rent for the Premises (including the extension terms specified below) payable in monthly installments as follows (plus rental payments for any partial month of occupancy prior to the commencement of the first full calendar month of the Lease Term):

Annual Minimum Rent	Monthly Minimum Rent		Lease Year

$168,000	$	14,000	1 through 10

First Extension Term

$180,000	$	15,000	11 through 15

Second Extension Term

$192,000	$	16,000	16 through 20

m. “ Notice ” shall mean written notice from one party to the other in accordance with the provisions of this Lease.

n. “ Operating Expenses ” shall be as defined in Article 11.

o. “ Permitted Use ” shall mean the operation of a natural food grocery store consisting of (i) the sale of foods, vitamins and supplements, including the wholesale and retail sale of natural whole and prepared foods, and served pursuant to the Permitted Uses herein , canned goods and groceries, frozen and fresh vegetables, meats and sandwiches, dairy products, massage supplies/products, books and other reading materials, (ii) the operation of a juice bar, delicatessen, coffee bar and/or bakery (not to exceed 500 square feet within the Premises), and (iii) carrying products customarily carried by large wholesale and retail natural food stores such as Whole Foods, and Vitamin Shoppe, (iv) the offering of therapeutic or “chair” massages as an incidental and integrated use (not to exceed 500 square feet within the Premises); (v) the operation of kiosks in the Premises carrying products typical of those contained in an natural food grocery store by third-party vendors as an incidental and integrated use (not to exceed 500 square feet within the Premises, and (vi) lectures on various subjects as an incidental and integrated use, all subject to the REA and the restricted, prohibited, and exclusive uses set forth in the Rules and Regulations if any

p. “ Premises ” shall mean the property leased to the Tenant as measured by the Rentable Area and which is more fully hatched or otherwise indicated in Exhibit A.

q. “ Property” shall mean that area more fully described in Exhibit A

r. Intentionally Deleted

s. Intentionally Deleted

t. “ Real Estate Taxes ” shall mean any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed upon the Shopping Center by any authority having the direct or indirect power to tax, including any city, state or federal government, or any school, agricultural, sanitary, fire, street, drainage, or other improvement district

thereof, levied against the Premises or the Shopping Center as a result of the operation of the Shopping Center, or any substitution or replacement of the foregoing.

u. “ Rent ” shall mean collectively the Minimum Rent and Additional Rent.

v. “ Rentable Area ” shall mean the area of the Premises or any other building space in the Shopping Center (if applicable), in square feet, calculated by measuring from the middle of any demising or interior walls and to the exterior face of any exterior walls. The Rentable Area of the Premises or of the Shopping Center will not include the area of any mezzanines used for storage of goods refrigeration compressor racks, (not display for sale) or offices of employees working at the Premises, outside sales or common area seating areas.

w. “ Rent Commencement Date ” will be the “Ready for Occupancy” date.

x. “ Security Deposit ” none.

y. “ Shopping Center ” Intentionally Omitted

z. “ Tenant ” shall mean Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation d/b/a Natural Grocers by Vitamin Cottage.

aa “ Tenant’s Address ” shall mean:

Vitamin Cottage Natural Food Markets, Inc
12612 W. Alameda Parkway
Lakewood, Colorado 80223

Attention: Zephyr Isely, Co President

With a copy of any default notices to:

Corporon & Katz, LLC ok
13710 E. Rice Place
Aurora, Colorado 80015
Attention: Michael J. Katz

Phone: 303-790-4103

Fax: 303-768-0027

bb. “ Tenant’s Work ” Intentional Omitted.

2. PREMISES, QUIET ENJOYMENT, AND LANDLORD ASSURANCES

a. Landlord does hereby lease to Tenant, and Tenant does hereby lease from Landlord, the premises and the improvements therein (Premises) in the City and County of Denver, Colorado upon the terms and conditions set forth in this Lease. Landlord represents that the Premises as built contain approximately 13,000 of Rentable Area together with all the non-exclusive rights, alleys, ways,

easements, contiguous parking, and common areas.

b. This Lease shall also be subject to the Covenant Documents recorded relative to the Property and Property. Landlord shall not agree to any future amendment, modification, alteration or cancellation of such Covenant Documents if the same would materially adversely alter any express term, covenant or condition of this Lease which is to the Tenant’s benefit without Tenant’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed.

c. Landlord represents and warrants that Tenant shall at all times during the term of this Lease, enjoy non-exclusive access for ingress and egress by vehicular and pedestrian traffic to any Common Areas adjacent to the Premises. If at any time such cross access is restricted in such a way as to materially and adversely impair access to Tenant’s business from adjacent roadways, and such access is not reinstated within thirty (30) days, Tenant shall have the right to terminate this Lease upon written Notice delivered to Landlord within sixty (60) days after the occurrence of such event. The preceding sentence, however, shall not apply to any public road closures, temporary or permanent.

d. To induce Tenant to execute this Lease, and in consideration thereof, Landlord represents and warrants as follows that as of the Delivery Date:

i. Landlord shall have good and marketable title to the Premises free of all liens, encumbrances, easements, restrictions, rights, and conditions of record or known to Landlord, except those (a) that are of record including the Covenant Documents, or (b) which do not restrict, Tenant’s Permitted Use in any material way, or (c) that are no more restrictive than the rules and obligations expressly set forth in this Lease or the Covenant Documents. Landlord will provide Tenant with a copy of the most recent title commitment or similar document that describes each of the Covenant Documents..

ii. To the best of Landlord’s knowledge and belief, there are no restrictions or other legal impediments either imposed by law (including applicable zoning and building ordinances) or by any other instrument that would prevent the use of the Premises for the Permitted Use;

iii. Landlord has not received notice nor has Landlord any knowledge of any violation of any law, regulation, ordinance, order, or other requirement of any governmental authority having jurisdiction over or affecting any part of the Premises. If at any time during the term of this Lease applicable law shall not permit the use of the Premises as permitted under this Lease (other than due to any violation or failure by Tenant to obtain, continue, or secure any license or permit, or comply with any other legal requirement pertaining to Tenant’s use of the Premises or conduct of activities thereon) for a period lasting longer than thirty (30) days, or if Landlord shall breach any of Landlord’s warranties and representation made in this Section 2.d. and fail to cure the same within thirty (30) days after notice, , then Tenant, may terminate this Lease by giving Landlord written Notice thereof within sixty (60) days after the occurrence of such event; and

iv. Landlord agrees to indemnify Tenant from and against any and all loss and damage, including any court costs or reasonable attorney fees that may be incurred by Tenant on account of any failure or defect in Landlord’s title or right to enter into this Lease.

e. Subject to Tenant paying the Rent herein provided and performing all the covenants and conditions of this Lease on its part to be performed, Landlord and Landlord’s successors and assigns, covenant and warrant that Tenant shall and may at all times during the term of this Lease peaceably and quietly have, hold and enjoy the Premises.

3. TERM

a. The initial term of this Lease shall commence on January 1, 2010 and shall terminate on the last day of the Lease Term (Initial Term), unless extended or otherwise terminated as set forth herein. When the Rent Commencement Date has been established, a Rent Commencement Date Agreement attached hereto as Exhibit G and made a part hereof, shall be executed by Landlord and Tenant.

b. Intentionally Omitted.

4. DELIVERY DATE

a. The Parties agree that the Premises are ready for delivery on the Effective Date of this Lease and that the Landlord is not required to do any work in, on, or about the Premises or the Property.

b. Intentionally Omitted.

c. Intentionally Omitted.

d. Intentionally Omitted.

e. Intentionally Omitted.

5. RENT

Commencing on the Rent Commencement Date and throughout the Lease Term, Tenant covenants and agrees to pay to the Landlord as rent for the Premises, the Minimum Rent set forth in Article 1 and any Additional Rent described in this Lease.

Unless otherwise permitted hereunder or by other agreement between Landlord and Tenant, every installment of Minimum Rent and Additional Rent shall be payable without setoff, abatement or deduction, without notice or demand, in advance, on or before the first day of each calendar month during the Lease Term. Minimum Rent, Additional Rent and all other rent and charges for any period during the Lease Term which is for less than one full month shall be prorated based upon the actual number of days of the month involved. Minimum Rent and Additional Rent shall be paid at Landlord’s Address or at such other address or addresses as Landlord may from time to time designate by Notice in writing.

Tenant intends to make electronic payments, and Landlord agrees, prior to the Rent Commencement Date, to furnish Tenant with the routing and other information necessary to make such

electronic payments. In the event Tenant pays Rent by means of a check mailed through the United States Postal Service and such envelope is postmarked and placed in the United States mail, first class postage, prepaid, and properly addressed to Landlord no later than the first business day prior to or on the first business day of each calendar month for which Rent is due, then Tenant shall not be deemed to be late on such payment to the extent it arrives after the first business day of the month.

6. OPTION TO RENEW .

The Tenant will have the option to renew the Lease subject to the terms of Exhibit I.

7. CONDITION OF THE PREMISES

a. The Tenant currently occupies the Premises. Except for any ongoing warranties granted by this Article or this Lease, by occupying the Premises as a Tenant or to complete the Tenant Work and install fixtures, facilities or equipment, Tenant shall be deemed conclusively to have accepted the Premises and to have “AS-IS” and “WHERE-IS with absolutely no warranties of fitness for a particular purpose, and no warranties or any other nature or kind. Notwithstanding the foregoing the Landlord will deliver to the Tenant any equipment or similar warranties that may exist as to any Landlord-supplied equipment. Landlord shall, within thirty (30) days of the Effective Date of this Lease, deliver to Tenant copies of all applicable warranties, along with an assignment of such warranties.

b. Intentionally Omitted.

c. Intentionally Omitted.

d. Intentionally Omitted.

e. Intentionally Omitted.

8. USE, EXCLUSIVE USE AND GOING DARK

a. Tenant shall have the right to use and occupy the Premises only for the Permitted Use described in Article 1.

b. So long as Tenant is operating the Permitted Use and is not in default under this Lease beyond any applicable period of notice and cure, Tenant is hereby granted the following exclusive use in the Shopping Center then its operation under such Permitted Use shall be considered to the “Exclusive Use” and to the extent that Landlord may further improve the Property, no other tenant shall be permitted to operate a store which is in violation of the Exclusive Use.

In the event Landlord violates the Exclusive Use, Tenant shall deliver written notice of such violation to Landlord and demand Landlord remedy such violation, and Landlord shall cure such violation within thirty (30) days after receipt of such notice, or if it cannot be cured within thirty (30)

days, Landlord will use commercially reasonable efforts to diligently pursue such cure to completion. If Landlord should violate Tenant’s Use Exclusive and is unable to cure the same pursuant to the preceding sentence, then Minimum Rent (but not Additional Rent) shall abate and, in lieu thereof, Tenant will pay 1/2 Basic Rent plus CAM . If any such violation continues for more than twelve (12) full calendar months after the payment of Alternative Minimum Rent commences (the “Correction Deadline”), then Tenant, at its sole discretion, shall have the one-time right to either: (i) terminate this lease by giving thirty (30) days written notice of termination delivered to Landlord within thirty (30) days after the Correction Deadline (and thereafter seek such damages as may be available in law or equity), or (ii) automatically revert to full Minimum Rent effective as of the expiration of the Correction Deadline. This notwithstanding, in the event another tenant leasing space in the Shopping Center violates the Exclusive Use without Landlord’s permission or consent (a “Rogue Tenant”), Tenant shall deliver written notice of such violation to Landlord and Landlord shall cause such tenant to cease violation of the Exclusive Use, which may include seeking injunctive relief to enjoin or restrain such tenant from violating the Exclusive Use, during which time Landlord shall not be deemed to be in violation of its obligations under this Lease.

i. The Permitted Use shall not include any use which violates any applicable laws, or any restriction or restrictive use previously granted by Landlord to any other tenant nor shall such use violate any of the restrictions set forth in Exhibit J.

ii. Tenant shall not commit any waste or permit any nuisance upon the Premises or overload the floors thereof or conduct any auction, fire, bankruptcy, liquidation or going-out-of-business sales upon the Premises without first obtaining the written consent of Landlord. Tenant shall not permit anything to be done in or around the Premises which would obstruct or interfere with the rights of other tenants or occupants of the Shopping Center.

iii. Tenant shall open for business from the Premises as a fully stocked and staffed prototypical Natural Grocers by Vitamin Cottage store for at least one (1) day within one hundred eighty (180) days after the Delivery Date. Tenant will operate its business upon the Premises in a first class and reputable manner. Tenant shall be open for business during its normal and usual hours, which are Mondays through Fridays 8:56 a.m. to 8:04 p.m., Saturdays 8:56 a.m. to 8:04 p.m., and Sundays 10:56 a.m. to 6:06 p.m.; provided, however, that Tenant may change the hours of operation in its reasonable discretion, so long as such hours of operation are typical for retail stores that are similar to the operation of a business for the Permitted Use.

iv. Tenant shall keep the Premises well lighted and in a neat and clean condition throughout the Lease Term.

default hereunder as a result of discontinuing its operations in connection with exercise of the Go Dark Option. Tenant’s Exclusive Use shall terminate in the event Tenant fails to reopen for business conducting the Permitted Use within twelve (12) months after the Go Dark Date. Notwithstanding the foregoing, if Tenant exercises the Go Dark Option and does not resume operations within ninety (90) days from the Go Dark Date, Landlord shall have the option to terminate this Lease by providing written notice to Tenant (“ Go Dark Termination Notice ”) at any time following the end of such ninety (90) day period; and as a result, this Lease shall terminate thirty (30) days following delivery thereof (the “ Go Dark Termination Date” ).

In the event Landlord delivers the Go Dark Termination Notice in accordance with the terms and conditions set forth herein: (i) Tenant shall continue to pay all Minimum Rent and Additional Rent through the Go Dark Termination Date; (ii) Tenant shall surrender possession of the Premises as of the Go Dark Termination Date in accordance with the provisions of this Lease; (iii) this Lease shall terminate as of the Go Dark Termination Date as if the Go Dark Termination Date were the date originally stipulated for the expiration of the Term; and (iv) nothing herein shall relieve Tenant of any obligations which accrued hereunder prior to the Go Dark Termination Date. If Tenant discontinues its operations in the Premises, but fails to continue to make payments as described herein, than Tenant shall be in default of this Lease and Landlord shall be entitled to exercise all rights and remedies provided in this Lease.

e. Intentionally Omitted.

9. UTILITIES

a. From and after the Ready for Occupancy Date and at all times during the Lease Term, Tenant covenants and agrees to pay, prior to delinquency, the costs and charges for all utilities, including but not limited to gas, propane, electricity, water and sewer, telephone, and trash service used and consumed by Tenant, its employees, agents, servants, customers and other invitees in the Premises, and to the extent possible shall contract for the same in its own name and on separate meters. If Tenant fails to pay any such charges, Landlord may, at its option, pay the same for and on Tenant’s account, in which event Tenant shall promptly reimburse Landlord therefor, together with interest at one percent (1%) per month from the date of expenditure until paid. Landlord shall have no liability for interruption of any utility service, and Tenant may not abate rent, unless due to Landlord’s gross negligence or willful misconduct, and not due to any fault of Tenant but Landlord shall in any event diligently proceed to have such utility service promptly restored.

b. Tenant, at Tenant’s expense shall pay for all utilities including water, sewer, gas, telephone, trash, and electricity to the Premises for the use of Tenant. Landlord shall, at Landlord’s expense, install meters or submeters (if meters or submeters are not already on the Premises) to separately measure Tenant’s consumption of water, and electrical and gas energy (if supplied). Tenant shall keep meters and installation equipment in good working order and repair at Tenant’s sole cost and expense; failure to do so may allow Landlord to cause such meters and equipment to be replaced or repaired, and collect the cost thereof from Tenant as Additional Rent. If any utility cannot be separately metered or separately determined, Tenant agrees to pay its pro rata share thereof which shall be determined by a flow meter to be installed by Landlord.

10. REPAIRS AND MAINTENANCE

a. This is an absolute “Triple Net” Lease. It is a single-use and free-standing building with no other improvements on the Property. As a result the Tenant agrees that it shall maintain, replace, repair and keep all portions of the Premises which include but are not limited to all structural components (including any foundation members, supports, load-bearing members and walls and the roof) as well as the interior wall surfaces from the exterior of any such wall inward, storefront glass, doors (including storefront automatic doors and service doors), door hardware, plumbing, electrical and mechanical equipment which exclusively serve the Premises, and the Property, and every component therein, in good order, operating condition, maintenance and repair. Tenant shall also maintain all Tenant signage, trade fixtures, improvements, and equipment in good order, operation condition and repair. Tenant shall also keep the Premises in a clean, sanitary and safe condition in accordance with all directions, rules and regulations of any health officers, building inspectors or other proper officers of the governmental agencies in the county in which the Shopping Center is located; and such other local, state or federal governmental authorities with jurisdiction over the Premises (collectively, the “Governmental Authorities”). Tenant shall permit no injury to the Premises, and shall, at its own cost and expense, replace with glass of the same or better quality any damaged or broken glass, including plate glass or other breakable materials used in structural portions of any interior or exterior windows and doors on the Premises.

Tenant shall dispose of all trash and waste materials in outside trash containers to be located in the designated trash areas or enclosures. Tenant shall flatten all boxes for dumping of trash.

Tenant shall, at its own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the Premises that may be broken or damaged during the Lease Term. Tenant, in keeping the Premises in good order, condition, and repair, shall exercise

The Tenant will also maintain the HVAC system as required for reasonable mechanical integrity on a quarterly basis.

Tenant understands and specifically agrees that as part of its obligation to maintain and repair the Premises and Property, that if required, the Tenant shall undertake at its sole cost and expense any improvements deemed to be “Capital Improvements” (as that term is generally defined by generally accepted accounting principals.) which may include the replacement or repaving of any parking field, roof or structural component. Any such Capital Improvements when made shall be deemed to be fixtures on the Premises and Property and shall absolutely belong to the Landlord. To the extent that any such improvement requires the transfer to the Landlord by any instrument (including bill of sale or deed) then the Tenant shall execute any such document so as to evidence the Tenant’s intent to transfer any such interest to the Landlord.

In addition to other rights and remedies available to Landlord pursuant to this Lease, if Tenant fails to perform Tenant’s obligations under this Article 10, Landlord may enter upon the Premises after forty-five (45) days’ prior written Notice to Tenant (except in the case of an emergency, in which case

no Notice shall be required), perform such obligations on Tenant’s behalf, and put the Premises in good order, condition and repair, at Tenant’s expense. Notwithstanding the foregoing, in the event Tenant commences any repair or maintenance as required hereunder during said 45-day period, but is unable to complete the same using commercially reasonable efforts, Tenant will be permitted to complete such repair or maintenance so long as Tenant is diligently pursuing completion of the same.

b. Intentionally Omitted.

c. Upon termination of the Lease, Tenant agrees to leave the exterior and interior of the Premises (including all structural components) in good condition and broom-clean, allowance being made for ordinary wear and tear.

d. If Landlord, in Landlord’s sole discretion, should elect to alter or change the architectural design or appearance of the Shopping Center or the design criteria for signage of the Shopping Center, Landlord may, at Landlord’s cost and expense, remodel the storefront of the Premises and Landlord shall reimburse Tenant for the reasonable costs and expenses incurred by Tenant in the alteration of Tenant’s exterior signage so as to comply with the new architectural design or design criteria for signage. Notwithstanding the foregoing, any alteration or change to the architectural design or appearance of the Shopping Center or the design criteria for signage shall not unreasonably interfere with Tenant’s operation of its business in the Premises or ingress thereto.

11. COMMON AREA AND OPERATING EXPENSES

a. Landlord hereby grants to Tenant and its employees, representatives, customers, invitees, subtenants, licensees, and concessionaires the non-exclusive right and license to use the Common Area as constituted from time to time for its intended use including, but not limited to vehicular and pedestrian ingress and egress, such use to be in common with Landlord, other tenants of the Shopping Center and other persons permitted by Landlord to use the same, and subject to such reasonable rules and regulations governing use which Landlord may from time to time uniformly prescribe for all tenants in writing; provided, however, that any such change to the rules and regulations will not materially adversely hinder ingress to or egress from the Premises, the location of parking areas in relation to the Tenant’s front door, Tenant’s hours of operation or otherwise materially adversely affect Tenant’s rights under this Lease . In the event of any conflict between such rules and regulations and the express provisions of this Lease, the express provisions of this Lease shall prevail. Landlord does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular this license unto Tenant and its successors and assigns, against every person whomsoever lawfully claiming, or claim the same, or any part thereof, by, through or under Landlord.

b. Landlord shall not erect, construct, or install or allow to be erected, constructed, or installed any subsequent signage, buildings or other improvements, (either permanent or temporary in nature) or make any changes to the Common Area which would materially obstruct proximity of the parking to the Tenant’s front door, materially diminish signage, visibility of, or the access to the Premises or otherwise materially interfere with the traversing of vehicular and/or pedestrian traffic from nearby public roadways. Notwithstanding the foregoing, Tenant acknowledges and agrees that the construction and placement of the structures and signage in the general locations shown on the Site

Plan attached as Exhibit A-1, including the planned pad building and all related improvements, including coolers, trash enclosures, patio improvements, pylons, etc., will not violate the preceding sentence. Tenant will have free use of all parking spaces. There will be no designated parking, except Landlord shall have the rights to designate short term or limited term parking spaces and/or handicapped parking spaces in its sole discretion.

c. As used in this Lease, the term “Common Area Costs” means all costs reasonably incurred for operation, maintenance and repair of the Common Areas and supervision thereof, including but not limited to, repairing, surfacing, sealing, repainting and restriping the parking areas, cleaning, sweeping and other janitorial services, sanitation, snow and ice removal, maintenance of Common Area refuse receptacles, maintenance, irrigation, and replanting existing landscaping areas (including in adjacent right-of-ways), repairing directional signs and other markers, payment of utility costs consumed in the Common Areas, and Maintenance of lighting and other utilities and taxes, insurance. Tenant will be absolutely responsible for all Common Area Costs irrespective of how such cost is itemized, identified, or labeled and even if such cost is billed to the Landlord. Tenant shall be absolutely responsible for managing the Premises and there will be no allocation of a management fee to the Landlord

d. Notwithstanding anything in this Lease to the contrary the following will not be deemed to be a Common Area Cost and will not be used to calculate the same:

i. Intentionally Omitted.

ii. Intentionally Omitted.

iii. payments by Landlord to affiliates of Landlord to the extent the same exceed the expenses which would be paid to unaffiliated third parties on an arm’s-length, competitive basis;

iv. expenses of original construction of the Premises or resulting from defects in the design of the original construction or any expansion of the Property;

v. expenses caused by Landlord’s default under this Lease or any other lease in the Shopping Center, or by the gross negligence or willful misconduct of Landlord or its agents or contractors;

vi. expenses incurred by the Landlord to comply with any violation of any law in effect and applicable on the date of this Lease, or to correct any condition that would constitute a Landlord misrepresentation under this Lease;

vii. Intentionally Omitted

viii. depreciation and amortization;

ix. interest on and amortization of debts, and expenses incurred in connection with any debts (including mortgages);

x. rent or other payments under any ground lease;

xi. Intentionally Omitted

xii. Intentionally Omitted.

xiii. Intentionally Omitted.

xiv. expenses relating to vacant space, including utility costs, security, removal of property and renovation;

xv. Intentionally Omitted.

xvi. expenses in connection with the addition of other buildings in, or the expansion of, the Shopping Center;

xvii. advertising and promotion, with the exception of seasonal decorations;

xviii Intentionally Omitted.

xix. Intentionally Omitted.

xx. wages, salaries, benefits or other compensation paid to any employees above the grade of building manager;

xxi. any expenses which are reimbursed to Landlord or those which are credited, refunded or discounted to Landlord; and

xxii. travel, conference, meals and entertainment for Shopping Center and/or Landlord’s employees.

d. Tenant will pay all Common Area Costs during each billing cycle for such cost. Within five (5) business days of its payment, Tenant will deliver to the Landlord copies of all bills, invoices, and the like as well as all checks or other instruments used to pay the same.

e. Intentionally Omitted

f. Landlord may at any reasonable time and during normal business hours, audit all of the Tenant’s books and records which reflect its compliance with this Article. If the Tenant has failed to make any payment for such costs, Landlord will notify it in writing and thereafter, it shall make such payment, in full, to the billing entity within two (2) business days of such notice.

12. TAXES

a. Tenant shall pay, before delinquent, all property taxes, and assessments on the furniture, fixtures, equipment, and other property of or being used by Tenant at any time situated on or installed in the Premises. If, at any time during the term of this Lease, any of the foregoing items are assessed as a part of the real property of which the Premises are a part, Tenant shall pay to Landlord, before

delinquent and upon demand, the amount of such additional taxes as may be levied against said real property by reason thereof. Notwithstanding the foregoing, or any provision in this Lease to the contrary, Real Estate Taxes as defined herein real estate taxes shall not include, unless assessed as a replacement or substitution of Real Estate Taxes: (i) any gift or inheritance tax; (ii) any transfer or similar tax incurred solely as a result of the sale of the Premises, Building or Shopping Center; (iii) any excise or similar tax; (iv) any tax on profits earned by Landlord in the operation of the Premises, Building or Shopping Center (except to the extent said taxes are assessed in lieu of real estate taxes); (v) any capital levies; and (vi) any late charges, fees or penalties assessed against the Premises, Building or Shopping Center.

b. During the term of this Lease, Tenant shall directly pay to the taxing authority all Real Estate Taxes as herein defined, including all real property taxes attributable to the Premises and assessments levied or assessed against the real estate and improvements on the Premises and the Property. Landlord shall deliver copies of tax bill(s) to Tenant within five business days of receipt.

c. Landlord shall have the sole and absolute right to contest Real Estate Taxes levied against the real property constituting the Premises and the Shopping Center (other than taxes levied directly against Tenant’s personal property), the costs of such shall be included as Real Estate Taxes. As such, Tenant, to the fullest extent permitted by law, irrevocably waives any and all rights that Tenant may have to contest such Real Estate Taxes. However, in the event Landlord declines in writing to contest such Real Estate Taxes, Tenant shall have the right to contest the same at Tenant’s sole expense (subject to offset of such expenses against a reduction in Real Estate Taxes payable as a result of Tenant’s contest activities). Tenant shall have the right, in good faith and at its sole cost and expense, and upon posting adequate security to protect Landlord, to contest the amount or legality of any of personal property taxes on or attributable to Tenant’s personal property located at the Premises, including the right to apply for the reduction thereof.

d. Intentionally Deleted.

e. In no event shall Tenant be liable hereunder for or be required to pay any income, profit, franchise taxes with respect to the rent received by Landlord under this Lease, or any tax, assessment, or governmental imposition in replacement or substitution of the foregoing, unless the same is an imposition in replacement or substitution of Real Estate Taxes as defined hereunder. Notwithstanding the foregoing the Tenant will pay any taxes (including excise taxes) attributable solely to the Tenant’s operations.

If at any time during the term of this Lease or any extension thereof, there shall be levied or assessed in substitution of Real Estate Taxes, in whole or in part, a tax assessment or governmental imposition on the rents received from the Premises or the rents reserved herein, and said tax, assessment or governmental imposition shall be imposed upon Landlord, Tenant shall pay same as provided herein, but only to the extent that such new tax, assessment or governmental imposition is a substitute for Real Estate Taxes . In addition, if at any time during the term of this Lease or any extension thereof, any assessment (either general or special) is levied upon or assessed against the Premises or any part thereof, Tenant’s obligation under this Article to pay installments toward such assessment will be based on the total assessment spread over the longest period provided by law, and each yearly installment shall calculated by multiplying the total amount assessed thereof by a fraction, the numerator of which shall be the number of lease years remaining (beginning with the lease year in

which such levy or assessment is made) in the term (and any extended terms of this Lease, subject to exercise), and the denominator of which shall be the number of years for which the taxes apply so that the tax shall be prorated for time.

13. ALTERATIONS

a. Tenant shall not make alterations or additions to the interior of the Premises which are visible from the exterior of the premises, to the exterior of the Premises, or to the structural, mechanical, plumbing, or electrical systems of the Building without the express written permission of the Landlord. Notwithstanding the foregoing, the Landlord acknowledges that as part of the Tenant Work, Tenant will be installing roof top or ground-mounted enclosed refrigeration equipment which will service its coolers and freezers, in a location specified by the Landlord; provided, however, any roof top equipment must be screened in a manner reasonably acceptable to Landlord and must comply with the Covenant Documents and all Governmental Authorities. Such refrigeration equipment for coolers and freezers (which expressly excludes HVAC for normal heating and cooling) shall be deemed to be Tenant’s Property which shall be removed by Tenant at the expiration of the Lease Term or earlier termination of the Lease. Tenant shall use Landlord’s then-current roof contractor for purposes of (i) installation and placement of the refrigeration equipment and any piercing of the roof membrane in order to facilitate the installation thereof, and (ii) removal of the refrigeration equipment and repair/restoration of the roof membrane to its original weather-resistant condition as of the Ready for Occupancy Date, ordinary wear and tear excepted. Notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for its roof penetrations and any problems arising from such penetrations including any repairs to interior portions of the Premises.

b. Tenant shall begin alterations or additions to the interior of the Premises, only after first delivering to Landlord the plans and specifications therefor and obtaining Landlord’s written consent, which consent will not be unreasonably withheld, conditioned or delayed. Landlord’s approval of any Tenant plans, specifications or drawings under this Lease shall create no liability for Landlord for their completeness, design sufficiency, or compliance with Governmental Authorities or applicable codes or laws. Tenant shall promptly pay for the costs of all such alterations and additions regardless of the cost, and shall indemnify Landlord against liens, costs, damages, and expenses incurred by Landlord in connection therewith, including any attorneys’ fees incurred by Landlord if Landlord shall be joined in any action or proceeding involving such work. Landlord may, at its option, pay sums due in order to release such liens, in which event any such sums paid by Landlord shall be due to Landlord by Tenant as Additional Rent, upon demand. Under no circumstance shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontractors performing such work have in full force and effect adequate worker’s compensation insurance and all permits and licenses as required by Governmental Authorities.

All alterations and additions shall be completed by Tenant in accordance with Exhibit B to the Work Letter. All consents given by Landlord in reference to such improvements shall be deemed conditioned upon: (i) Tenant acquiring all applicable permits required by any Governmental Authorities; (ii) the furnishing of copies of such permits together with a copy of the plans and specifications for the alteration to Landlord prior to commencement of the work thereon and prior to the submission for approval to any Governmental Authorities having jurisdiction; and (iii) the compliance by Tenant with all conditions of said permits in a prompt and expeditious manner

Any alterations by Tenant shall be done in a good and workmanlike manner, with good and sufficient materials, and be in compliance with all Governmental Authorities, laws, and codes. Tenant shall promptly upon completion thereof furnish Landlord with as built plans and specifications therefor and copies of any approvals, permits and certificates given by any applicable Governmental Authorities.

After the Tenant opens for business to the public, the Tenant will not require the Landlord’s consent to make permitted alterations to the Premises that cost fifty thousand ($50,000) or less, are not visible from the exterior of the Premises, and do not affect the Building structure, systems, exterior, or any electrical, plumbing or mechanical systems of the Premises/Building, and for which: (i) Tenant first provides written notice to the Landlord to permit it post notifications of non-liability at the Premises as permitted by this Lease; (ii) Tenant obtains any permits required by any Governmental Authority; (iii) Tenant undertakes such alterations in a commercially reasonable fashion; and (iv) Tenant provides the Landlord with “as-built” plans (if applicable) upon the completion of the alterations. In the event any remodeling, improvements, fixturing or modification to the Premises by Tenant results in or causes the Premises or the Shopping Center to be subject to any change or modified compliance with any laws, rules or regulations then Tenant shall pay for and reimburse Landlord for all costs or expenses, including management costs, reasonably necessary to bring any part or all of the Premises or Shopping Center into compliance therewith.

Within five (5) days after notifying Landlord of any planned erection, construction, alteration, removal, addition, repair or other improvement, Landlord shall post, and Tenant shall keep posted until completion of such work, in a conspicuous place upon the doors providing entrance to the Premises, notices of non-responsibility as permitted by Governmental Authorities, stating that Landlord’s interests in the Shopping Center shall not be subject to any lien for such work.

c. Landlord acknowledges and agrees that all furniture, trade fixtures, equipment, machinery, cabinetwork, check-out counters, wiring used to serve the check-out counters, roof-top or ground-based refrigeration equipment, coolers, chillers, walk-in or reach-in refrigeration equipment, movable partitions, signs, and any property bearing any of the Tenant’s trade names or trademarks, whether registered or unregistered, and all other items of personal property which Tenant utilizes to conduct its business on the Premises which may be installed in or upon the Premises at Tenant’s cost (whether or not reimbursed by Landlord as a construction cost), (excluding however those items which constitute essential building systems (such as base lighting, electrical, plumbing, mechanical, ceiling, bathroom fixtures, HVAC, etc.) and all fire-safety items, flooring, water heaters, interior walls, partitions, and doors, additional utility work (if applicable), grease trap (if applicable), and parapet/facade renovation (if applicable)) (collectively “Trade Fixtures”), shall not be deemed to become a part of the Premises, and whether or not they become a component part of the Premises, the Trade Fixtures are and shall remain the property of Tenant and shall be treated as moveable trade fixtures for the purpose of this Lease. Tenant, at its own cost and expense, may install, place, reinstall or replace upon the Premises, or remove from the Premises, any such Trade Fixtures . Any replacement or additional Trade Fixtures shall not become the property of the Landlord but shall remain Tenant’s property the same as the original Trade Fixtures. All Trade Fixtures shall be removed by Tenant at the termination of this Lease. Tenant shall repair all damage to the Premises caused by any such removal. If Tenant fails to timely perform such removal obligations or if Landlord repairs any damage caused by such removal and not repaired by Tenant as herein provided, then the costs and expenses thereof incurred by Landlord may be recovered by Landlord from Tenant.

d. Landlord acknowledges and agrees that Tenant’s Trade Fixtures may be leased from an equipment lessor and that Tenant may execute and enter into an equipment lease with respect to such Trade Fixtures. Landlord shall execute and deliver a document substantially in the form of the Landlord’s Release and Waiver attached hereto as Exhibit D and made a part hereof, in which Landlord: (i) acknowledges and agrees that the Trade Fixtures constitute the personal property of Tenant, and shall not be considered to be part of the Premises, regardless of whether or by what means they become attached thereto; (ii) agrees that it will not claim any interest in such Trade Fixtures; (iii) agrees that any equipment lessor may enter the Premises on or prior to the termination of the Lease for the purpose of exercising any right it may have under the provisions of any equipment lease, including the right to remove such Trade Fixtures, provided that such equipment lessor agrees to repair any damage resulting from such removal and under no circumstances shall be allowed to conduct a sale of the equipment from the Premises; and (iv) any such other provisions as may be common. Landlord subordinates any statutory landlord’s lien and any attachment for rent on the Trade Fixtures that Landlord may have or may hereafter acquire.

e. Tenant may install, operate and maintain rooftop satellite communication equipment (Satellite Equipment) on the roof of the Shopping Center above the Premises for use by Tenant in the Premises; provided, however, Tenant shall be required to utilize Landlord’s roofing contractor to the extent required to preserve any applicable roof warranties with respect to any work relating to the puncture or penetration of the roof or attaching any items to the roof. Tenant shall be solely responsible for the installation of the Satellite Equipment and shall, as a condition to installing and maintaining the Satellite Equipment and at Tenant’s sole cost and expense, secure all necessary consents and approvals from all applicable governmental authorities to construct, operate and maintain the Satellite Equipment. Tenant agrees to locate and screen all cables and other equipment and facilities connecting the Satellite Equipment to the Premises in locations reasonably designated by Landlord. Tenant agrees to indemnify, defend and hold harmless Landlord from and against all losses, damages, costs and expenses arising from or relating to the installation, maintenance and repair of the Satellite Equipment, and the Satellite Equipment shall be considered part of the Premises for purposes of Tenant’s maintenance, indemnity and insurance obligations under this Lease. All such equipment shall be installed and maintained by Tenant in good repair and working condition, in accordance with applicable laws, ordinances, rules and regulations and in compliance with the requirements of the insurers of the Shopping Center. Tenant shall pay all taxes of any kind or nature whatsoever levied upon the Satellite Equipment and all charges, expenses and other costs of any nature whatsoever relating to the installation, ownership, maintenance and operation of the Satellite Equipment. The installation and operation of the Satellite Equipment shall not interfere with the safety or operation of the Shopping Center nor cause any labor dispute, nor shall the Satellite Equipment interfere with the communications facilities of any other tenant of the Shopping Center. Upon expiration or earlier termination of this Lease, Tenant shall remove all of the Satellite Equipment and shall be responsible for the repair, painting, and/or replacement of the roof system building surface to which the Satellite Equipment is attached.

f. Tenant will not be permitted to install and/or maintain any sales areas or other features in the Common Areas without the express written consent of Landlord. Notwithstanding the foregoing, the Tenant may install, one or more: cart corrals,; outdoor bicycle racks, and, picnic, or similar tables all at locations to be mutually acceptable to the Landlord and Tenant

14. SIGNS

a. Subject to any Covenants and local codes and laws, Tenant shall have the right, at its sole cost and expense, to (a) erect and maintain within the interior of the Premises all professionally produced signs and advertising matter customary or appropriate in the conduct of Tenant’s business, similar to the samples shown in Exhibit E; and, (b) install to the exterior any temporary, professionally produced sign in connection with its store opening and approved by Landlord in writing. Tenant shall repair and restore any damage caused to the Premises or Property from such temporary sign or attachment thereof, upon removal.

b. Tenant shall be obligated to provide a sign identifying Tenant’s business name and to cause such sign to be installed on the Building front facia outside the Premises. All of Tenant’s signage shall strictly comply with the requirements of any Law. Landlord represents that it has approved the signage for the Premises as it exists on the Effective Date of this Lease.

Tenant shall pay all costs of causing its signs to be erected, installed, and maintained, including any monument/pylon signage. Tenant shall reimburse Landlord for a proportionate share (based on display panel space) of all operating, maintenance, and repair costs of any pylon sign in which Tenant is offered (and accepts) panel space.

c. If at any time during the term of this Lease, Landlord requires the removal, reinstallation, renovation, relocation and/or other change of or to any of Tenant’s signage during the Lease Term in connection with the renovation of the Premises or the Shopping Center by Landlord, Landlord shall reimburse Tenant for the cost of such removal, reinstallation, renovation, relocation and/or other change. In addition, if Landlord determines it wishes, or as a result of such Landlord action, a change to the signage is required by any governmental or quasi governmental authority or association, to make changes in the character of Tenant’s signage (including, without limitation, changing of sign faces, illumination, etc.), then Landlord shall make such changes at its sole cost and expense. Upon expiration or earlier termination of this Lease, Tenant shall remove such signage and repair any damage to the Building facia (including patching and repainting to match as close as possible the adjacent facia) resulting from the installation or removal of Tenant’s sign.

15. COMPLIANCE WITH PUBLIC LAW AND GOVERNMENTAL AUTHORITIES

a. Tenant agrees that it will comply with all applicable Covenant Documents, Governmental Authorities, and public laws that affect the Property or Tenant’s use, occupancy, or conduct of business..

b. As a condition precedent to Landlord’s delivery of the Premises and Tenant’s acceptance thereof, Landlord warrants to Tenant that the Premises, in their state existing on the Ready For Occupancy Date, but without regard to the Tenant’s specific Permitted Use, does not violate any covenants or restrictions of record, or any applicable building code, regulation or ordinance in effect or as issued by any Governmental Authorities and applicable on such Ready For Occupancy Date.

16. HAZARDOUS SUBSTANCES

a. Tenant hereby agrees that: (i) no activity will be conducted on the Premises that will produce any Hazardous Substance, except for such activities that are part of the ordinary course of Tenant’s business (the “Permitted Activities”) provided said Permitted Activities comply and are documented in accordance with all Environmental Laws; and, (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances except for the temporary storage of such materials that are used in the ordinary course of Tenant’s business (the “Permitted Materials”) provided that such Permitted Materials are properly stored in a manner and location meeting all Environmental Laws with notice to and right to inspect by Landlord.

b. Tenant hereby agrees to indemnify and hold harmless Landlord, its directors, officers, employees, agents and any assignees, or successors to Landlord’s interest in the Premises and Shopping Center and their directors, officers, employees, and agents, from and against any and all losses, claims, damages, penalties, and liability (including all out-of-pocket litigation costs and the reasonable fees and expenses of counsel) incurred as a result of the Tenant’s (including Tenant’s contractors, agents, employees and invitees any of whom may be within the Premises) use or misuse of any Hazardous Substance within the Premises. Such damages include: (i) all foreseeable and all unforeseeable consequential damages, directly or indirectly arising out of the use, generation, storage, release or disposal of Hazardous Substances by Tenant, its agents or employees on the Premises; and (ii) including, without limitation, the cost of any required or necessary repair, cleanup, or detoxification and the preparation of any closure or other required plans, following the Ready for Occupancy Date, to the full extent that such action is attributable, directly or indirectly, to the presence or use, generation, storage, release, threatened release, or disposal of Hazardous Substances by Tenant, its agents or employees on the Premises.

c. Landlord hereby represents and warrants that there are no violations of any federal, state, or local Environmental Laws, rules, regulations or orders relating to industrial hygiene or to environmental conditions, on, under or about the Premises. Landlord further covenants and agrees that the Shopping Center is not subject to the effects of a Hazardous Substance which require remediation.

e. In the event Hazardous Substances are present at the Premises or the Shopping Center due to the acts of any party other than Tenant, or any of Tenant’s contractors, agents, employees and

invitees any of whom may be within the Premises or any of Tenant’s contractors, agents, employees and invitees any of whom may be within the Premises and/or future remediation work is required to remove and/or monitor the Hazardous Substances caused to be present by any party other than Tenant, or any of Tenant’s contractors, agents, employees and invitees any of whom may be within the Premises , and the presence, remediation and monitoring of such Hazardous Substances commercially materially and adversely affects the operation of Tenant’s business for in excess of thirty (30) consecutive days, or commercially materially jeopardizes the health of Tenant’s employees and/or customers, Tenant, upon Notice delivered to Landlord within sixty (60) days after the occurrence of such event, shall have the right to terminate this Lease, in which event this Lease will be of no further force and effect or, at Tenant’s option, receive a full abatement of change Rent and other payment obligations hereunder until such Hazardous Substances are removed or remediated to the satisfaction of applicable governmental authorities, as documented by such authorities.

f. The indemnities contained in this Article shall survive the expiration or earlier termination of this Lease.

17. INSURANCE/INDEMNIFICATION

a. Commencing on the Lease Commencement Date and continuing throughout the Lease Term, Landlord shall carry and maintain the following insurance (Landlord’s Insurance), all without co-insurance, and Tenant shall reimburse Landlord for a pro-rata share of the premiums for such policies as Additional Rent concurrently with the payment of Minimum Rent:

i. Property damage insurance on all portions of the Shopping Center insuring against loss or damage by fire or other casualty covered by a so-called “all risk,” “multi-peril,” or “special form” policy, in such amounts, from companies, and on such terms and conditions as sufficient to protect the Shopping Center for not less than ninety percent (90%) of replacement value. Landlord may also obtain and keep in force during the Lease Term a policy or policies in the name of Landlord, with loss payable to Landlord and any lender(s), insuring the loss of the full rental and other charges payable by all tenants of the Building and the Shopping Center to Landlord (including all Real Estate Taxes, insurance costs, all Operating Expenses and any scheduled rental increases).

ii. Landlord shall maintain liability insurance on any or all or portions of the Premises, the Building, and the Shopping Center in addition to and not in lieu of the insurance required to be maintained by Tenant. Tenant shall not be named as an additional insured therein.

iii. Any other policy of insurance which Landlord or Landlord’s mortgagee for the Shopping Center or the Covenant Documents requires to be kept in force.

b. Tenant shall, from and after the Ready for Occupancy Date and at all times during the Lease Term, at its sole cost and expense, carry and maintain the following insurance (Tenant’s Insurance):

i. Property insurance covering Tenant’s Property and all personal property, goods and merchandise, fixtures, improvements, alterations, wall coverings, floor coverings, window coverings, signs, decorations, furniture, furnishings, equipment, lighting, ceilings, heating, ventilation

and air conditioning equipment, roof top refrigeration and satellite communications equipment, and interior plumbing against all risks of direct physical loss for the full replacement value thereof. Replacement value is understood to mean the cost to replace without deduction for depreciation. All such property insurance shall be written without co-insurance provisions. Tenant shall also carry business interruption insurance in an amount as will properly reimburse Tenant for losses attributable to Tenant’s inability to use fully or obtain access to the Premises or the Building sufficient to cover twelve (12) months of business operations.

ii. Commercial general liability insurance providing coverage for bodily injury and property damage, with a combined single limit coverage of not less than $1,000,000 per occurrence, two million dollars ($2,000,000) policy aggregate, on an “occurrence” form and including contractual liability coverage.

iii. Worker’s compensation insurance insuring against and satisfying Tenant’s obligations and liabilities under the worker’s compensation laws of the state in which the Shopping Center is located.

iv. Tenant may also obtain umbrella or excess liability insurance that provides limits of $2,000,000 each occurrence and $2,000,000 annual aggregate.

v. Plate Glass Insurance. Plate glass insurance sufficient to discharge Tenant’s obligations in this Lease.

c. It is expressly understood and agreed that the foregoing minimum limits of Tenant’s Insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease. Tenant’s Insurance shall be issued by an insurance company of recognized standing, licensed and authorized to do business in the state in which the Shopping Center is located, and having a Best’s Insurance Guide rating of at least A:XV. Tenant’s Insurance (other than any policy of worker’s compensation insurance) will name Landlord, and any mortgage holder of the Shopping Center, and such other persons or firms as Landlord specifies from time to time as additional insureds.

Original or copies of original policies (together with copies of the endorsements naming Landlord, and any others specified by Landlord as additional insureds) and evidence of the payment of all premiums of such policies will be delivered to Landlord prior to the Lease Commencement Date and on each anniversary thereof. All public liability and property damage liability policies maintained by Tenant will contain a provision that Landlord and any other additional insureds will be entitled to recover under such policies for any loss sustained by them, their agents, and employees as a result of the acts or omissions of Tenant.

Tenant’s Insurance will provide that it may not be terminated or amended except after thirty (30) days’ prior written Notice to Landlord. All Tenant’s Insurance shall be written as primary policies, not contributing with and not supplemental to coverage that Landlord may carry.

d. To the fullest extent permitted by the insurers, Landlord and Tenant each waive any and all rights to recover against the other or against the officers, directors, shareholders, partners, joint venturers, employees, agents, customers, invitees or business visitors of such other party, for any loss or damage to such waiving party arising from any cause which is covered or required to be covered by the

insurance which is required to be carried by such party or which is covered by any other insurance actually carried by such party, to the extent of the limits of such policy. Landlord and Tenant, from time to time, shall cause their respective insurers to issue appropriate endorsements to all policies of insurance carried in connection with the Building or the Premises or the contents of the Building or the Premises, which endorsements waive such insurer’s subrogation rights under such policies against the beneficiaries of this waiver. The intent of this paragraph is to insure that the insurance coverage for the party that is primarily responsible to cover any such loss is the party whose insurance is the primary and only coverage for such loss.

e. Tenant and Landlord shall provide the other party with certificates evidencing the coverage required hereunder when requested by the other party.

18. INDEMNIFICATION, WAIVER AND RELEASE

a. Unless the same is caused by the gross negligence of the Landlord, its employees, agents, contractors, or those acting on behalf of the Landlord in which case this subparagraph (a) will not apply, Tenant will neither hold nor attempt to hold Landlord or its employees or agents liable for, and Tenant will indemnify and hold harmless Landlord, its employees and agents from and against any and all demands, claims, causes of action, fines, penalties, damage (including consequential damages), liabilities, judgments and expenses (including, without limitation, attorneys’ fees) incurred in connection with or arising from:

i. the use or occupancy or manner of use or occupancy of the Premises by Tenant or any person claiming under Tenant;

ii. any activity, work, or thing done, permitted, or suffered by Tenant in or about the Premises, the Shopping Center, or the Common Areas;

iii. any acts, omissions or negligence of Tenant or any person claiming under Tenant, or the contractors, agents, employees, invitees or visitors of Tenant or any such person;

iv. any breach, violation or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, or contractors of Tenant of any term, covenant or provision of this Lease or any law, ordinance or governmental requirement of any kind; or

If any action or proceeding is brought against Landlord or its employees by reason of any such claim for which Tenant has indemnified Landlord, Tenant, upon Notice from Landlord, will defend the same, at Tenant’s expense, with counsel reasonably satisfactory to Landlord.

b. Unless the same is caused by the gross negligence of the Landlord, its employees, agents, contractors or those acting on behalf of the Landlord, in which case this subparagraph (b) will not be applicable, and except for any liability assumed by the Landlord pursuant to this Article 18, Tenant, as a material part of the consideration to Landlord for this Lease waives and releases all claims against Landlord, its employees, agents or contractors with respect to all matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease.

c. Except as concerns losses paid by insurance as to which Tenant has waived or is required hereunder to have waived the right of subrogation, Landlord shall indemnify and save Tenant harmless from any liability for damages (including reasonable attorneys’ fees) arising out of the gross negligence or willful misconduct of Landlord, its employees, agents, contractors, or those who are acting on behalf of the Landlord.

Except if caused by the gross negligence of the Landlord, its employees, agents, contractors, or those who are acting on behalf of the Landlord, Landlord shall not be responsible to Tenant, nor required to save Tenant harmless from any loss or damage which may be occasioned by or through the acts or omissions of persons occupying portions of the Shopping Center.

In addition, unless the loss is caused by the gross negligence of the Landlord, its employees, agents, contractors, or those acting on behalf of the Landlord, Tenant shall not hold or attempt to hold Landlord liable for any injury or damage, either proximate or remote, occurring through or caused by fire, water, or any repairs or alterations to the Premises or otherwise; or liable for any injury or damage occasioned by defective wiring or breakage or stoppage of plumbing or sewage upon the Premises, whether said breakage or stoppage results from freezing, or otherwise. All property kept, stored, or maintained in the Premises shall be so kept, stored, or maintained at the risk of Tenant only.

Neither Tenant nor Landlord shall be liable for consequential damages or special damages under any circumstances under this Lease. All liability of Landlord for damages for breach of any covenant, duty or obligation of Landlord may be satisfied only out of the interest of Landlord in the Premises or Property that exists at the time that any liability of Landlord is adjudicated in a proceeding that results in a final, non-appealable judgment of liability. Upon any transfer or assignment of the real estate upon which the Premises exists, Landlord shall be fully released from any or all liability to Tenant which occurred on or before the date of the transfer or assignment, hereunder and such assignee shall be substituted as Landlord hereunder, provided notice is given to Tenant of such transfer.

19. DAMAGE BY FIRE OR OTHER CASUALTY

a. If the Premises or any portion of the Common Areas are damaged by fire or other casualty, Landlord, using the services of a competent licensed architect who has substantial experience in the design and build-out of shopping centers, shall give Tenant Notice as to whether the Premises or the Building, with the exercise of reasonable diligence, can or cannot be made fit for occupancy within 180 days from the occurrence of such casualty (Repair Period). If the Repair Period will exceed 180 days, then for a period of sixty (60) days after the casualty, either party may terminate the Lease by providing Notice to the other party. If there is damage to the Premises or the Common Area as described herein, and if the Lease is not terminated by Landlord or Tenant, or if the Repair Period will not exceed 180 days, then this Lease shall remain in full force and effect, and the parties waive any provisions of any law to the contrary. Thereafter, the Landlord will diligently pursue the completion of all Landlord’s Work as described in Exhibit B. Upon delivery of the Premises on the Ready For Occupancy Date, the Tenant will diligently pursue the completion of all of the Tenant’s Work. Until the Ready for Occupancy Date, all Rent, Additional Rent, and any Prorata Share shall be equitably abated as to the portion of the Premises that cannot be commercially reasonably used.

c. If the Premises are damaged to any extent by any casualty and, on the Notice Date, the remainder of the Lease Term is less than 12 months (and Tenant fails to exercise, within thirty (30) days following the Notice Date, any remaining option to extend the Lease Term), then either Landlord or Tenant may, at that party’s option terminate the Lease by written notice to the other delivered within sixty (60) days after the casualty. If not terminated, then the parties will diligently pursue the repair of damage to both Landlord and Tenant’s Work. Until the Ready for Occupancy Date, all Rent, Additional Rent, and any Prorata Share shall be equitably abated as to the portion of the Premises that cannot be commercially reasonably used. If either party gives Notice to terminate the Lease, then the Lease will terminate on the last day of such notice period and thereafter, the parties will have no further rights or obligations as to each other under the Lease.

d. All insurance proceeds payable under any casualty insurance policy procured and maintained by either party shall be used for the purpose of repairing the Premises or the Common Area with the understanding that the proceeds of each shall nonetheless be payable solely to party that obtained the insurance and/or its mortgagee with the provision that such proceeds shall be made available for repair and restoration of the Premises.

20. EMINENT DOMAIN

a. If any part of the Premises or Common Area is condemned or taken (Taking) by a any authority having the power to exercise such rights (Taking Authority), or if Landlord shall convey or lease any part of the Premises or Common Area to a Taking Authority in settlement of a threat of a Taking, this Lease shall terminate as of the date possession is taken upon: (i) a total Taking; or (ii) a partial Taking if in the Tenant’s sole but commercially reasonable opinion the remainder of the Premises or Common Areas are not commercially reasonably suitable for the normal operation of its business.

b. In the event of a partial Taking which does not terminate this Lease, the Landlord shall make the repairs and alterations necessary to restore the structural portion of the remainder of the Premises to its prior condition and/or to return the Common Area to a condition suitable for Tenant’s use. From the date of the partial Taking, the Rent, Additional Rent and any Prorata Share owned by the Tenant shall be abated in proportion to the area of the Premises taken.

c. All condemnation awards for a taking of the Premises or the Shopping Center will belong to Landlord, except that Tenant may seek recovery for Tenant’s personalty or leasehold interests provided such award to Tenant does not reduce Landlord’s award. Also, Tenant shall be entitled to separately pursue its claim and obtain an award paid by the Taking Authority for Tenant’s moving costs and the value of the unexpired portion of the then current term and any remaining Renewal Terms, and for the value of any leasehold alterations or improvements that have been made by Tenant. Notwithstanding the foregoing, Tenant may join in, or upon Tenant’s request, Landlord shall pursue on Tenant’s behalf and expense, a separate claim for reimbursement from the Taking Authority for moving expenses, goodwill, and for removal of trade fixtures or other personal property owned by Tenant or other damages suffered if its claim is permitted by law.

21. SUBORDINATION, ATTORNMENT AND ESTOPPEL LETTER

a. This Lease is and shall be subject and subordinate to: (a) any reciprocal easement agreement or other easements, and (b) the lien of any first mortgage or deed of trust which may now or hereafter encumber the Property, the Building or the Premises and to all terms, conditions and provisions thereof, to all advances made, and to any renewals, extensions, modifications or replacements thereof. Subject to Landlord’s performance of the obligations to Tenant set forth in this Article 21, and the delivery of appropriate non-disturbance agreements (as described below), Tenant agrees to subordinate this Lease and all of the rights of Tenant hereunder to the lien of any mortgage or mortgages now or hereafter placed on the Premises provided, and only if, the mortgagee named in any such mortgage agrees in writing to recognize this Lease in the event of foreclosure of such mortgage or sale under such trust deed so long as Tenant is not in default under this Lease beyond any applicable periods for notice and cure.

b. Notwithstanding the provisions of this Article, if this Lease is in full force and effect and so long as no uncured Event of Default has occurred, Tenant’s right of possession to the Premises and other rights arising out of this Lease shall not be affected or disturbed by the mortgagee in the exercise of any of its rights under such mortgage or the note secured thereby, nor shall Tenant be named as a party defendant to any foreclosure of the lien of mortgage (unless required by law to be so named), nor in any other way be deprived of its rights under this Lease.

c. In the event Landlord has a lender, mortgagee, lienholder or lessor who owns a leasehold interest in the Premises, the Shopping Center or the land thereunder, Landlord agrees to obtain from such lender, mortgagee, lienholder and/or lessor prior to any lien attaching to the Premises, the Building or the land thereunder, a non-disturbance agreement, in recordable form, from same, in substantially the same form as the Subordination, Attornment and Non-Disturbance Agreement attached hereto as Exhibit F and made a part hereof by reference for all purposes (“Non-Disturbance Agreement” or “NDA”), which shall provide, among other things, that the lender, mortgagee, lienholder or lessor shall agree for itself, its successors and assigns, (i) to be bound by the terms of this Lease; (ii) not to disturb Tenant’s use or possession of the Premises in the event of a foreclosure of such lien or encumbrance so long as Tenant is not in default hereunder; (iii) not to join Tenant as a party defendant in any such foreclosure proceeding taken by it (unless required by law to be so named); and (iv) to permit application of any insurance proceeds to the restoration and repair of the Premises pursuant to the terms of this Lease. In the event Landlord fails to deliver a Non-Disturbance Agreement as set forth hereunder, Tenant may at its option either: (i) terminate this Lease; or (ii) reduce rent to 5% of the Gross Sales until delivery of same. In connection with any future lien, mortgage, or refinancing, if any, Landlord shall, as a condition to the subordination of this Lease, obtain for Tenant, it successors and assigns, a Non-Disturbance Agreement, and, if Landlord shall not obtain such Non-Disturbance Agreement, then this Lease shall not be subordinate to any such future lien, mortgage, or refinancing. Tenant shall not unreasonably object to any charges, modifications or alterations in the NDA or the use of a lender’s form, provided Tenant’s rights hereunder remain substantially the same as described in this Section 21.

d. Tenant shall, within ten (10) business days following request by Landlord execute, acknowledge and deliver to Landlord and/or its mortgagee, a form of estoppel letter certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in

full force and effect as modified and stating the modifications). Such certificate shall state the dates to which the rent and other charges have been paid in advance, if any, and whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease, if applicable, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered hereunder may be relied upon by third parties not a party to this Lease. Tenant’s failure to deliver such statement shall be deemed to establish conclusively such matters as are requested in the estoppel certificate request, but shall not be a default under this Lease; but Tenant will be assessed a fine of $500 per month for each month that it fails to deliver such certificate.

22. TENANT DEFAULT AND REMEDIES

a. There shall be a Tenant “Event of Default” if:

i. the Tenant fails to pay any Minimum Rent or Additional Rent within five (5) days after due (provided, however, as to the first two (2) instances of a missed payment in each calendar year, Tenant shall not be considered in default until written notice is provided to Tenant and ten (10) days pass after such notice), Tenant fails to pay any other monetary amount due hereunder within thirty (30) days after the giving of Notice thereof by Landlord;

ii. the Tenant defaults in the performance or observance of any covenant or agreement of this Lease (other than a default involving the payment of money), which default is not cured within thirty (30) days after the giving of Notice thereof by Landlord; provided, however, that Tenant shall not be deemed to be in default if Tenant has commenced curing the default within the thirty (30) day period, and thereafter diligently pursues the completion of such cure; or

iii. there is any sale of Tenant’s interest in the Premises created by this Lease made under court execution or similar process, or if Tenant shall be adjudicated bankrupt or insolvent, or if a receiver or trustee shall be appointed for its business or property and if such receiver or trustee is not removed within ninety (90) days, or if an arrangement with its creditors shall be approved by a court under the United States Bankruptcy Code, or if Tenant shall make an assignment for the benefit of creditors, or if, in any manner, Tenant’s interest under this Lease shall pass involuntarily to another by operation of law.

b. Upon the occurrence of any Tenant Event of Default Landlord, upon five (5) days Notice to Tenant (except where expressly provided for in this Lease or applicable law), may do any one or more of the following:

i. Elect to terminate this Lease by giving a thirty (30) days prior Notice of such election to Tenant. In such an event the Landlord may then reenter the Premises after proper notice and the application of process of law, and remove Tenant and all other person and property from the Premises, and store such property in a public warehouse or elsewhere at the cost and for the account of Tenant. In such an event, the Landlord shall be permitted to recover damages for any Minimum Rent, Additional Rent, Prorata Share not paid by the Tenant or any other rights, recovery or obligations of Tenant arising prior to said termination date, and for any other damages (excepting any lost future revenue, losses for the reserved rents, or other losses based on, or to be calculated using the term

remaining under the Lease) based on the breach of the Lease prior to the termination date; and thereafter, this Lease will terminate, and the parties will have no further rights as to each other; or

ii. Without terminating the Lease, elect to immediately terminate the Tenant’s possession of the Premises. Thereafter, and after proper notice and the application of process of law, the Landlord may enter into and upon the Premises or any part thereof and repossess the same. Tenant covenants and agrees that notwithstanding any such re-entry by Landlord, it shall pay and be liable for (on the days originally fixed herein for the payment thereof) amounts equal to the several installments of rent and other charges reserved as they would, under the terms of this Lease, become due if Landlord had not re-entered as aforesaid, together with all reasonable costs, fees, and expenses, including but not limited to, reasonable attorneys’ fees, costs and expenses incurred by Landlord in pursuit of its remedies hereunder; or in renting the Premises to others from time to time, and whether the Premises be relet or remain vacant in whole or in part or for a period less than the remainder of the term, or for the whole thereof, but in the event the Premises are relet by Landlord or Tenant, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable expenses incurred in reletting the Premises and in collecting the rent in connection therewith.

c. In the event of a Default as set forth in subparagraph (b) above, Landlord shall use its good faith commercially reasonable efforts to relet the Premises or any part therefore, for such term and on such terms and conditions as Landlord, in its reasonable discretion, may determine. Landlord agrees, at the reasonable cost of Tenant, to take reasonable efforts to relet the Premises, specifically including: (i) putting “For Rent” signs on the Premises; and (ii) hiring a real estate broker who shall exercise due diligence in leasing the Premises. However the Landlord is not required to promote the Tenant’s space in a manner that is disproportionate to any other vacant or leasable space.

d. Except as specifically limited in subparagraph (a) of this Article, the Landlord’s pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedies provided in this Lease, or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damage accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon the occurrence of a Tenant Event of Default shall not be deemed or construed to constitute a waiver of such Event of Default.

23. LANDLORD DEFAULT AND REMEDIES

a. Each of the following events shall constitute a Landlord “Event of Default” under this Lease:

i. Landlord shall fail or refuse to pay any sum of money payable hereunder when due, and the failure or refusal continues for thirty (30) days after Notice thereof is given by Tenant to Landlord; or

ii. Landlord shall fail or refuse to comply with any term, provision, or covenant of this Lease, other than provisions for the payment of money, and does not cure the failure or refusal

within thirty (30) days after Notice thereof is given by Tenant to Landlord (provided, however, that Landlord shall not be deemed to be in default if Landlord has commenced curing the default within thirty (30) days and thereafter diligently pursues the completion of such cure).

b. Upon the occurrence of any Landlord Event of Default, Tenant shall have the option to pursue any one or more of the following remedies without any Notice or demand whatsoever:

i. Cure the Landlord Event of Default and in connection therewith pay or incur reasonable expenses. Notwithstanding the foregoing, Tenant shall not have such right to cure a Landlord Event of Default in the event Landlord or its mortgagee takes action to cure such default within the cure period therein provided, but is unable, by reason of the nature of the work involved, to cure the same within such period, provided Landlord or mortgagee (whoever commences such work) continues such work thereafter diligently and brings to completion without unnecessary delays. Additionally, Tenant shall have the right to remedy any default of an emergency nature, in the event Landlord or mortgagee fails to commence to cure any default creating an emergency situation promptly upon being given notice which is reasonable under the circumstances, and Tenant shall have the right to remedy such a default without notice (if the giving of notice is not reasonably practicable) in the event of an emergency imminently endangering property or health of any person. All sums so expended or obligations incurred by Tenant in connection with the foregoing shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse Tenant, Tenant may, in addition to any other right or remedy that Tenant may have, deduct such amount together with interest accruing at the rate of 12% per annum from subsequent installments of Base Rent hereunder which becomes due to Landlord; or

ii. if such Event of Default materially impairs Tenant’s ability to conduct business from the Premises, to terminate this Lease upon thirty (30) days Notice delivered to Landlord within sixty (60) days after such Event of Default; provided, however, if such default shall be cured by Landlord prior to the termination date set forth in the Notice, this Lease shall not terminate and shall continue in full force and effect.

c. Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedies provided in this Lease or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damage accruing to Tenant by reason of the violation of any of the terms, provisions, and covenants herein contained. Forbearance by Tenant to enforce one or more of the remedies herein provided upon the occurrence of a Landlord Event of Default shall not be deemed or construed to constitute a waiver of such or future Event(s) of Default.

24. ASSIGNMENT, SUBLETTING AND OWNERSHIP

a. Subject to the terms of subparagraph (c) below, Tenant, for itself, its successors and assigns, covenants that it shall not assign, sell, pledge, mortgage, encumber or in any manner transfer this Lease or any interest herein, nor sublet the Premises or any part or parts thereof, nor permit occupancy by anyone with, through or under it without the prior written consent of Landlord which consent will not be unreasonably withheld, conditioned or delayed. No assignment or subletting by Tenant shall relieve Tenant of any obligations under this Lease or alter, modify or amend any provision of this Lease.

b. If this Lease is assigned, or if the Premises are subleased or occupied by anyone other than Tenant without the Landlord’s prior consent and if the same is not a Permitted Transfers, the same shall be an Event of Default. Subject to subparagraph (c) below, no assignment, sublease, occupancy or collection will be deemed a waiver of the provisions of this Article for any subsequent transfer, or as a release of Tenant from the further performance by Tenant of its covenants in this Lease. In any Event of Default by Tenant, Landlord may proceed directly against Tenant or anyone else responsible for the performance of the Tenant’s obligations under this Lease, including any subtenant, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord or any security held by Landlord. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit subleased space or any part of its subleased space to be used or occupied by others without Landlord’s prior written consent.

c. Notwithstanding anything contained in this Lease to the contrary, Tenant may assign this Lease or sublet all or any portion of the Premises to any of the following (each, a “Permitted Transfer”): (i) any parent, subsidiary, affiliate or entity controlling, controlled by, or under common control with Tenant; (ii) any successor in interest to Tenant as a result of any merger, consolidation, reorganization, or government action; (iii) any successor in interest to Tenant as a result of any initial public offering by Tenant, or the sale of Tenant’s stock on a nationally recognized exchange; or (iv) a purchaser of all or substantially all of the business, stock or assets of Tenant; provided that in all such instances the transferee has a net worth equal to or greater than Tenant’s net worth as of the transfer date. Permitted Transfers also include any initial public offering by Tenant and the sale of Tenant’s stock on a nationally recognized exchange. Tenant shall give Landlord thirty (30) days prior written notice of a proposed Permitted Transfer together with all documents to be executed to effectuate the Permitted Transfer, but Landlord’s consent shall not be required. Any transferee must expressly assume all obligations as Tenant under this Lease upon consummation of the Permitted Transfer, on a form reasonably acceptable to Landlord. Notwithstanding the foregoing, in the event Tenant is contractually prohibited from notifying Landlord of a Permitted Transfer prior to its consummation, then Tenant shall provide such notice to Landlord within ten (10) days of the consummation of the Permitted Transfer.

Tenant will remain directly and primarily liable for all liabilities and obligations hereunder, notwithstanding any Permitted Transfer. Notwithstanding anything to the contrary contained herein, in no event shall Tenant be permitted to use a series or one or more Permitted Transfers to “Spin-off” this Lease to independent third parties without obtaining Landlord’s prior written consent. By way of example, Tenant shall not assign this Lease to an affiliate whose assets consist solely of this Lease and the rights granted herein, and thereafter sell the stock of such affiliate to an independent third party. The result of which would otherwise be two, independent Permitted Transfers would in such case become a transfer of this Lease to an independent third party, and is prohibited by the terms of this Lease.

d. Landlord shall not unreasonably withhold its consent to Tenant’s request for consent to a specific assignment or sublease if all of the following conditions are satisfied:

i. The proposed transferee satisfies Landlord’s then-current credit standards for tenants of the Shopping Center and, in Landlord’s opinion using commercially reasonable criteria, has the financial strength and stability to perform all Tenant’s obligations under this Lease as and when they fall due.

ii. The proposed transferee’s use of the Premises is: (A) lawful; (B) within the Permitted Use; (C) not in conflict with any exclusive rights or covenants not to compete in favor of any other tenant or proposed tenant of the Shopping Center; and, (D) not likely to cause an increase in the insurance premiums for insurance policies applicable to the Building.

iii. The proposed transferee demonstrates to the reasonable satisfaction of Landlord that its principals and operators have a good reputation in the business community.

iv. At the time of the proposed transfer, there is no Event of Default under this Lease which has not been cured.

v. The transfer will not otherwise have or cause a commercially material adverse impact on the Shopping Center, the Premises or the Common Areas.

e. If Tenant requests Landlord’s consent to a specific assignment or subletting, Tenant shall submit in writing to Landlord: (a) the name and address of the proposed assignee or subtenant; (b) a counterpart of the proposed agreement of assignment or sublease; (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant and the nature of its proposed use of the space; and (d) banking, financial or other credit information reasonably sufficient to enable Landlord to determine the financial responsibility and character of the proposed assignee or subtenant. Landlord shall have sixty (60) days from the date of receipt of such information in which to determine whether or not Landlord’s consent shall be granted.

25. MISCELLANEOUS

a. Landlord, its agents or representatives, shall have the right, after providing 48 hours advance written notice to Tenant (except in the case of a bona fide emergency during which it is not practical to give Tenant prior notice), to enter upon the Premises at all reasonable business hours for the purpose of inspecting the Premises, performing Landlord’s repair and maintenance obligations and for exhibiting the Premises to prospective purchasers or mortgagees of the Premises.

b. Tenant shall not permit mechanics’, materialmen’s, or other liens against the Property, or any portion thereof, in connection with any labor, materials, equipment, or services furnished, or claimed to have been furnished to Tenant. If any such lien shall be filed, Tenant shall cause it to be discharged at its sole cost and expense within fifteen (15) days thereafter; provided, however, that if Tenant desires to contest any such lien, it may do so, so long as the enforcement thereof is stayed or bond is posted as security. In the event such a stay or bond is obtained, Tenant shall obtain title insurance in the amount of the lien or liens (including interest and costs) for the benefit of Landlord should Landlord desire the same for any period during which a lien or liens exist. In such event Tenant shall, if necessary, pay required title insurance premiums, post bond sufficient to satisfy the title insurer’s requirements, pay escrow costs and fees, pay the attorneys’ fees of Landlord, and sign indemnity agreements in favor of the title insurer.

c. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or a partnership or a joint venture between the parties hereto, it being agreed that neither the method of computation of Rent nor any other provision of this Lease shall be deemed to create any relationship between the parties hereto other

than the relationship of Landlord and Tenant.

d. This Lease together with the Exhibits and any addenda, contain the entire understanding of the parties in reference to the subject matter found herein. Any prior agreements or understandings, oral or written, express or implied are merged into this Lease. No amendment or modification of this Lease or any approvals or permissions of Landlord required under this Lease shall be valid or binding unless reduced to writing and executed by the parties hereto in the same manner as the execution of this Lease.

e. Wherever the words “Landlord” and “Tenant” are used in this Lease, they shall include “Landlords” and “Tenants” and shall apply to persons, companies, partnerships and corporations. Wherever the words “mortgage” or “mortgages” are used herein the same shall be deemed to include a deed of trust or trust deed, and the word “lender” shall include a mortgagee of a mortgage or a beneficiary of a deed of trust or trust deed. All references to the Lease Term shall include any extension of the Lease Term, except as otherwise provided. All references to Tenant shall include Tenant’s guarantors, assignees or sublessees. All references to the singular shall include the plural, and vice versa.

f. The section headings are inserted only for convenience of reference and shall not define, limit or describe the scope or intent of any provisions of this Lease.

g. Subject to the provisions hereof, the benefits of this Lease and the burdens hereunder shall respectively inure to and be binding upon the heirs, successors, personal representatives and assigns of the parties.

h. No waiver of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant.

i. No payment by Tenant, nor receipt by Landlord, of a lesser amount than the Rent herein stipulated shall be deemed to be other than on an account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord shall accept such check for payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy available to Landlord.

j. In the event either party takes legal action against the other in order to enforce the terms of this Lease, the “Prevailing Party” shall recover from the other party its reasonable attorneys’ fees and costs. For the purposes of this Lease, the “Prevailing Party” shall be deemed to be that party that has obtained the greatest net judgment in terms of money or money equivalent. If money or money equivalent has not been awarded, the Prevailing Party shall be that party that has prevailed on a majority of the material issues decided. The “net judgment” is determined by subtracting the smallest award of money or money equivalent from the largest award. Further, where one party seeks money damages, the other party seeks equitable relief, and both prevail, attorneys’ fees and costs shall be awarded in accordance with the decision of the judge.

k. A Memorandum of Lease suitable for recording describing the Premises and containing the basic non-monetary provisions of this Lease, substantially in the form as Exhibit C attached hereto

and made a part hereof, shall be executed and delivered to Tenant upon request. Landlord hereby authorizes Tenant to insert the commencement and expiration dates of the Initial Term of this Lease into said Memorandum of Lease prior to recordation. Upon the expiration or earlier termination of this Lease Tenant, if and when requested by Landlord, shall execute a Termination Agreement or similar instrument nullifying the Memorandum of Lease, which Landlord may record.

l . If Tenant remains in possession of the Premises after the expiration of this Lease (HoldOver), then Tenant shall be deemed to occupy the Premises as a tenant from month to month, subject to all conditions, provisions and obligations set forth in this Lease insofar as the same are applicable to a month-to-month tenancy, except that Minimum Rent shall increase to 125% of Minimum Rent for the last year of the Lease Term. In addition, Tenant shall pay any damages and hold Landlord harmless from any liability incurred in connection with any claims made by any succeeding occupant based on delay of possession.

m. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the Lease Term, then it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.

n. All Notices to be given by one party to the other party under this Lease shall be given in writing, mailed or delivered to respective addresses set forth in Section 1 of this Lease or at such other address designated by Notice to the other party. Employees or managers of the store that is subject to this Lease are specifically denied the right to receive any such Notice and the same will not be effective until delivered in accordance with the terms of this subparagraph (n)

Any Notice shall also be deemed duly served by either party (3) three business days after the same was mailed by registered or certified mail, return receipt requested, with proper postage prepaid, or on the day that the same was actually delivered and signed for, or refused or rejected, if the same was delivered by Federal Express or other reliable overnight courier, addressed to each party at its address set forth in Section 1. Either party may change the address to which Notices may be sent by delivering a copy thereof to the other party in the manner aforesaid. .

o. The Tenant may be relocated within the Shopping Center only with its express written permission which permission may be granted or denied for any reason or for no reason at all.

p. Tenant warrants that is has had no dealing with any broker or agent in connection with the negotiation or execution of this Lease. If any agent or broker shall make a claim for a commission or fee, then Tenant shall be responsible for payment thereof and Tenant hereby indemnifies and holds Landlord harmless from such claim for a commission or a fee. Landlord shall have no duty, obligation or liability to pay any commission or fee unless (and then only to the extent that) Landlord has executed a separate written commission agreement wherein Landlord expressly agrees to pay a commission or a fee as a result of the execution of this Lease. Tenant acknowledges principals of Landlord are licensed real estate agents.

q. It is further agreed that the rules and regulations set forth in Exhibit J attached hereto

shall be and are hereby made a part of this Lease and Tenant agrees that Tenant’s employees and its agents or any other party permitted by Tenant to occupy or enter the Premises will at all times abide by said rules and regulations and such amendments thereto or new rules and regulations established from time to time by Landlord (including, without limitation, parking rules), within sixty (60) days after Landlord notifies Tenant thereof. In the event of any conflict between the express provisions of this Lease and any rules or regulations, the provisions of this Lease shall prevail and govern. Notwithstanding anything herein to the contrary, in no event will any rules or regulations changes contemplated by this subsection: (i) materially alter the ingress to, or egress from, the Building or Premises; (ii) materially and permanently impair with Tenant’s business operations under the Permitted Use in the Premises; or (iii) decrease parking available for the Premises below code or change the general location of the parking field. Notwithstanding anything herein or in any Exhibit or Schedule to the contrary Tenant will have free use of all of the available parking.

r. Notwithstanding anything to the contrary contained herein, Landlord agrees that Tenant shall not be required to deliver keys to the Premises to Landlord during the Lease Term; provided, however, Tenant will maintain an emergency lock box, Knox Box, or similar secured facility, in a location mutually acceptable to Landlord and Tenant containing keys to the Premises which may be used by emergency services such as fire and rescue.

s. Time is of the essence in this Lease.

t. This Lease shall be governed by the laws of the state in which the Shopping Center is located. Venue for any action under this Lease shall be in the county in which the Shopping Center is located and Tenant hereby consents to the jurisdiction and venue of such courts. LANDLORD AND TENANT HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE BY RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS LEASE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LANDLORD AND TENANT.

u. The submission of this lease form for examination does not constitute an offer to lease or a reservation of an option to lease. In addition, Landlord and Tenant acknowledge that neither of them shall be bound by the representations, promises, or preliminary negotiations with respect to the Premises made by their respective employees or agents. It is their intention that neither party be legally bound in any way until this Lease has been fully executed by both Landlord and Tenant.

v . The provisions of this Lease shall be construed, in all respects, without reference to any rule requiring or permitting the construction of provisions of documents against the interest of the party responsible for the drafting of the same, it being the intention and agreement of the parties that this Lease be conclusively deemed to be the joint product of both parties and their counsel. Furthermore, the parties agree that this Lease may be executed with revision markings (so-called “blacklining”) appearing in the execution copy ( i.e., deleted text is overstricken and newly-inserted text is underscored or in boldface); such “blacklining” shall not be accorded any significance or taken into account in any way; this Lease shall be construed for all purposes as if all overstricken text were deleted and never included in this Lease and all bold or underscored text were not bold or underscored.

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease the day and year first above written.

LANDLORD:

	CHALET PROPERTIES, LLC

by:	/s/ Kemper Isely
	Managing Member

	Date:	1-1-2010

TENANT:

	VITAMIN COTTAGE NATURAL FOOD MARKETS, INC

by;	/s/ Zephry Isely
	Co-President

	Date:	01/01/2010

EXHIBIT 10.20

GROUND LEASE

This Ground Lease is made and entered into effective the 1 st day of March 2001, by and between 3801 East Second Avenue, LLC, a Colorado limited liability company whose address is 12612 West Alameda Parkway, Lakewood, Colorado 80229 (“Lessor”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation whose address is 12612 West Alameda Parkway, Lakewood, Colorado 80229 (“Lessee”).

ARTICLE 1

DEMISE

Lessor hereby leases to the Lessee, and Lessee hereby leases from Lessor the real property, but not the improvements, located at 9030 West Colfax Avenue in the County of Jefferson, City of Lakewood, State of Colorado, more particularly described on Exhibit A attached hereto and incorporated herein by this reference, subject to existing easements, encumbrances, restrictions and covenants of record.

ARTICLE 2

TERM

The term of the Lease shall commence at 12:01 A.M. on March 1, 2001, and terminate at midnight (local time at the location of the leased premises) on February 28, 2006, unless sooner terminated or extended pursuant to any of the provisions of the Lease (the “Term”). Provided Lessee is not in default under this Lease, Lessee shall have four (4) successive options to extend the Term of this Lease for an additional period of five (5) years for each such extension. Such extended Term shall be on the same terms and conditions as set forth herein. If Lessee shall elect to exercise its option to extend the Term of this Lease as set forth herein, Lessee shall do so by giving written notice to Lessor not less than six (6) months prior to the expiration of the then current Term of this Lease.

ARTICLE 3

RENT

Lessee shall pay to Lessor at the address of Lessor set forth above or at such other address as may be designated in writing during the Term of this Lease rent calculated as follows. Lessee shall pay to Lessor fixed rent in the amount of $48,000.00 yearly to be paid in monthly installments in advance on the first day of each month.

ARTICLE 4

TITLE TO IMPROVEMENTS

All foundations, buildings, developments, landscaping, and improvements of every kind and nature now or hereafter located upon the leased premises are the property of Lessee. At all times during the term hereof, the improvements shall not be conveyed, transferred, or assigned unless such conveyance, transfer, or assignment shall be to a person, corporation, or other entity to whom this Lease is being transferred or assigned simultaneously therewith, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of said improvements. Any attempted conveyance, transfer, or assignment of the improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation, or other entity, shall be void and of no effect whatever unless such conveyance, transfer, or assignment shall be to a person, corporation, or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions hereof or by reason of any other cause whatsoever. Similarly, so long as said improvements or any part thereof shall remain on the leased premises, any attempted transfer or assignment of the leasehold interest of Lessee under this Lease shall be void and of no effect whatever unless such transfer or assignment shall be to a person, corporation, or other entity to whom said improvements are being conveyed, transferred, or assigned simultaneously therewith. Upon any termination of this Lease, whether by reason of the normal expiration of the term hereof, by reason of the provisions hereof, or by reason of any other cause whatsoever, if said improvements or any part thereof shall then be on the leased premises, Lessee shall maintain ownership of such improvements and may remove such improvements at its discretion upon notice to Lessor within sixty (60) days of the termination of this Lease. If Lessee does not give such notice and remove any improvements within sixty (60) days of the termination of this Lease, it shall be presumed that Lessee has forfeited its ownership rights to the improvements unless Lessor and Lessee agree to different terms for removal.

ARTICLE 5

NO MERGER

In no event shall the leasehold interest, estate, or rights of Lessee hereunder, or of the holder of any mortgage upon this Lease, merge with any interest, estate, or rights of Lessor in or to the leased premises (except by Lessor’s written declaration of such merger). Such leasehold interest, estate, and rights of Lessee hereunder, and of the holder of any mortgage upon this Lease, shall be deemed to be separate and distinct form Lessor’s interest, estate, and rights in or to the leased premises, notwithstanding that any such interest, estates, or rights shall at any time or times be held by or vested in the same person, corporation, or other entity.

ARTICLE 6

MORTGAGES

During the term hereof, Lessor shall make any and all payments required to be made under each and every mortgage affecting or constituting a lien against the real property and the Lessor shall fulfill all other obligations required to be fulfilled by the mortgagor(s) thereunder.

During the term hereof, Lessee shall not incur any indebtedness secured by an lien or encumbrance upon or against the improvements, the leased premises, this Lease, or any interest therein without the prior written consent of Lessor.

ARTICLE 7

IMPOSITIONS

Lessee will, at Lessee’s cost and expense, bear, pay, and discharge when due, all taxes of whatever kind or nature, assessments, sewer rents, water rents and charges, duties, impositions, license and permit fees, charges for public utilities of any kind, payments, and other charges of every kind and nature whatsoever that shall have been or shall be levied, charged, assessed, or imposed upon, or grow or become due and payable out of or for, or become or have become a lien on, the leased premises or the improvements.

ARTICLE 8

REPAIR

The Lessee will at all times during the term hereof, at Lessee’s cost and expense, keep the leased premises and improvements in good operating condition and repair.

ARTICLE 9

COMPLIANCE WITH LAW

Lessee shall, at all times during the term hereof, at Lessee’s own cost and expense, perform and comply with all laws, rules, orders, ordinances, regulations, and requirements relating to the leased premises and the improvements.

ARTICLE 10

NEW BUILDINGS

Lessee shall not erect or permit to be erected on the leased premises any new buildings or make or permit to be made any addition to the improvements except in accordance with plans and specifications previously approved in writing by Lessor or as otherwise approved by Lessor.

ARTICLE 11

RIGHT TO ENTER

Lessee shall permit Lessor and Lessor’s agents at all reasonable times to enter upon the leased premises and to enter into the improvements to view the condition thereof.

ARTICLE 12

USE

Lessee shall use and occupy the leased premises and improvements solely for retail store purposes or such other purposes upon the written consent of the Lessor.

ARTICLE 13

MECHANIC’S LIENS

Lessee shall, at Lessee’s cost and expense, cause any mechanic’s lien or other lien or charge filed or made against the leased premises and/or improvements in connection with any work being performed by or on behalf of the Lessee or with materials being furnished to or on behalf of the Lessee to be canceled and discharged of record within 30 days after such lien or charge is filed or made, and Lessee shall defend any action, suit, or proceeding brought for enforcement of any such lien or charge, pay any damages, costs and expenses incurred therein by Lessor, and satisfy and discharge any judgment entered therein. Any such work performed on the leased premises or the improvements costing in excess of $50,000 shall be done pursuant to a no-lien contract or properly bonded contract, with the prior written approval of Lessor.

ARTICLE 14

NET LEASE

This Lease is and shall be an absolutely net Lease, and Lessor is not nor shall be required to provide any services or do any act or thing with respect to the leased premises or the improvements except as specifically provided herein. The rent reserved herein to Lessor shall be paid without any claim on the part of Lessee for diminution, setoff, or abatement, and nothing shall suspend, abate, or reduce any rent to be paid under this Lease, except as specifically provided herein.

ARTICLE 15

LIABILITY INSURANCE

At all times during the term of this Lease, Lessee shall, at Lessee’s own cost and expense, provide and keep in force general liability policies protecting Lessor against any and all liability occasioned by negligence, occurrence, accident or disaster in or about the leased premises or the improvements, in such companies, forms, and amounts as Lessor may approve.

ARTICLE 16

INDEMNITY

Lessee hereby indemnifies and hold harmless Lessor from and against any and all liability, loss, damages, expenses, costs of action, suits, interest, fines, penalties, claims, and judgments arising from injury or claim of injury during the term of the Lease to person or property growing out of the occupation, possession, use, management, improvement, construction, alteration, repair, maintenance, or control of the leased premises or the improvements, or arising out of Lessee’s failure to perform any term, covenant, condition, or agreement contained in this Lease. Lessee, at Lessee’s own cost and expense, will defend any suits that may be brought or claims that may be made against Lessor upon any of the foregoing, and pay and discharge any judgment that may be recovered against Lessor. At all times during the term of this Lease, Lessee shall, at Lessee’s own cost and expense, provide and keep in force a policy of insurance insuring Lessee against Lessee’s indemnity liability to Lessor with policy limits acceptable to Lessor.

ARTICLE 17

HAZARD INSURANCE

At all times during the terms of this Lease, Lessee shall, at Lessee’s own cost and expense, keep the improvements insured against loss or damage by such insurable risks, casualties, and hazards as Lessor may specify, in an amount at least equal to the full insurable value thereof In addition, Lessee shall, at Lessee’s own cost and expense, keep in effect rent insurance on the improvements in such amounts as may be designated by Lessor.

ARTICLE 19

CASUALTY

If any part of the improvements is damaged or destroyed by fire or other casualty, then Lessee shall proceed with reasonable diligence to carry out any necessary demolition and to restore, repair, replace, and rebuild such part of the improvements at Lessee’s own cost and expense in accordance with plans and specifications approved by Lessor. Rent shall not abate by reason of any damage to or destruction of the improvements, and Lessee shall continue to perform all of its obligations, covenants, and agreements under this Lease notwithstanding any such damage or destruction.

ARTICLE 20

CONDEMNATION

If at any time during the term thereof, all or substantially all of the leased premises is condemned, this Lease shall terminate on the date of vesting of title in the condemning authority. In such event, Lessor and Lessee will receive from the award for the condemnation an amount representing their respective interests in the condemned property.

If less than all or substantially all of the leased premises is condemned, then the Lease shall continue in full force and effect, and Lessee shall proceed with reasonable diligence to carry out any necessary repair and restoration so that the remaining improvements shall constitute a complete structural unit or units that can be operated on an economically feasible basis under the provisions of this Lease. If the remaining property cannot be operated by Lessee on an economically feasible basis, the Lessee shall terminate. If the condemnation is of vacant unimproved land only, the total condemnation proceeds shall belong to Lessor. If the condemnation is of a part of the land with a part of the improvements, Lessor shall recover a proportionate share of the condemnation proceeds based upon the relative values, as determined by the condemnation proceeding of Lessor, and

Lessee’s ownership of the real property and the improvements. The rents payable hereunder and the purchase option will be decreased in proportion to the diminution in the value of the leased premises.

ARTICLE 21

ASSIGNMENT AND SUBLETTING

Lessee may assign this Lease or any interest herein upon obtaining Lessor’s prior written consent. Lessee shall not make any sublease of all or any part of the demised premises and the improvements except on terms and conditions approved by Lessor.

ARTICLE 22

SALE AND TRANSFER

Lessee shall not sell, assign, or transfer its interests in the improvements, the leased premises, or this Lease without the prior written consent of the Lessor. Any such sale, assignment, or transfer, whether voluntary or by operation of law or otherwise, shall be void and of no effect and shall constitute a default hereunder.

ARTICLE 23

DEFAULT AND TERMINATION

If Lessee defaults in the payment of any rent or other sum for thirty (30) days after written notice and demand, or defaults in the performance or observance of any of the other terms, covenants, conditions, or agreements of this Lease for thirty (30) days after written notice and demand (or, if such default cannot practicably be cured within such period, fails to commence the curing and performance of such defaulted term, covenant, condition, or agreement within such period or thereafter fails to complete the same) then Lessor may, at its option, terminate this Lease. In the event that Lessor terminates this Lease, Lessee shall be liable for all expenses incurred by Lessor in obtaining possession of the leased premises and the improvements. All interest of Lessee in and to the leased premises and the improvements shall end, except as set forth in Article 4 of this Lease, which provision shall survive the termination of this Lease.

ARTICLE 24

RIGHT TO CURE LESSEE’S DEFAULTS

Lessor has the right, upon prior written notice to the Lessee if notice can reasonably be given and otherwise without notice, to comply with and perform any term, covenant, condition, or agreement as to which Lessee is in default, in which event Lessee shall reimburse Lessor upon demand for all costs and expenses incurred by Lessor in complying with or performing such term, covenant, condition, or agreement.

ARTICLE 25

ARBITRATION

The rights, duties, and obligations of Lessor and Lessee hereunder shall be determined, if they cannot agree, by the American Arbitration Association, said arbitrator’s decision to be final. The arbitrator shall have the full power and authority to determine in accordance herewith, among other things, the manner in which the damages that may be awarded by the public authority for taking in condemnation shall be applied to the restoration of the improvements; the manner in which such damages shall be apportioned between Lessor and Lessee; the manner in which the rent shall be abated from the time of the taking; the manner in which this Lease shall be modified, terminated, or to cause specific performance by one or both of the parties in any manner determined equitable. The cost of the arbitrator shall be paid by the parties in equal shares.

ARTICLE 26

PERSONAL LIABILITY

Neither Lessee nor any of its officers, directors, shareholders, members, managers or partners, as applicable, shall be personally liable for payment of any sum required to be paid by Lessee hereunder, and Lessor will not bring any action for damages or money judgment against Lessee or its officers, directors, shareholders, members, managers or partners, as applicable, personally, but shall be limited to its right to recover the leased premises on default of Lessee.

IN WITNESS WHEREOF, the undersigned have here unto affixed their hands and seals as of the date first above mentioned.

LESSOR:
3801 EAST SECOND AVENUE, LLC,
a Colorado limited liability company


By:	/s/ Kemper Isely
Printed Name:			Kemper Isely
Title:		Operating Manager


LESSEE:
VITAMIN COTTAGE NATURAL FOOD
MARKETS, INC., a Colorado corporation


By:	/s/ Kemper Isely
Printed Name:			Kemper Isely
Title:		Co-President

STATE OF COLORADO	)
	)ss.
COUNTY OF JEFFERSON	)

The above and foregoing instrument was acknowledged before me this 1 st day of March, 2001 by Kemper Isely, as Operating Manager of 3801 East Second Avenue, LLC, a Colorado limited liability company, on behalf of whom the above instrument was executed.

Witness my hand and official seal.

My commission expires: My Commission Expires Oct. 19, 2003

	/s/ Camille C. Wright
	Notary Public

[SEAL]

STATE OF COLORADO	)
	)ss.
COUNTY OF JEFFERSON	)

The above and foregoing instrument was acknowledged before me this 1 st day of March, 2001 by Kemper Isely, as Co-President of Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation, on behalf of whom instrument was executed.

Witness my hand and official seal.

My commission expires: My Commission Expires Oct. 19, 2003

	/s/ Camille C. Wright
	Notary Public

[SEAL]

EXHIBIT A

Description of Premises

A parcel of land located in the NE 1 / 4 of Section 3, Township 4 South, Range 69 West of the 6 th P.M., being more particularly described as follows:

Beginning at a point on the East line of the W 1 / 2 of the NW 1 / 4 of the NE 1 / 4 of Section 3, Township 4 South, Range 69 West, which is 50 feet South of the true corner; thence continuing South along said East line, a distance of 220 feet; thence Westerly and parallel to the North line of the W 1 / 2 of the NW 1 / 4 of the NE 1 / 4 of Section 3, Township 4 South, Range 69 West, a distance of 180 feet; thence Northerly and parallel to the above mentioned East line, a distance of 220 feet more or less to the South right-of-way line of West Colfax Avenue; thence Easterly along said right-of-way line approximately 180 feet to the point of beginning,

County of Jefferson,
State of Colorado.

EXHIBIT 10.21

COMMERCIAL LEASE

This Commercial Lease (Lease) is entered into this 1st day of June, 2006, by and between the parties described below:

1. Basic Lease Provisions

When used herein, the following terms shall have the indicated meanings:

a.	LANDLORD :		Chalet Properties, LLC

	NOTICE ADDRESS		12612 West Alameda Parkway, Lakewood, CO 80228
		attention:	Kemper Isely, Managing Member

b.	TENANT :		Vitamin Cottage Natural Food Markets, Inc.

	NOTICE ADDRESS :		12612 W. Alameda Parkway Lakewood, Colorado 80228
		attention:	Kemper Isely, Co-President

c.	GUARANTOR :		none

d.	LEASED PREMISES :		Approximately 10,890 square feet (Leased Premises) regardless of measurement constituting part of the Shopping Center as shown on Exhibit “A”.

e.	LEASE TERM :

	Commencement Date:		June 1, 2006

	Initial Term:		240 full calendar months ending at 5:00 p.m. Mountain time on May 31, 20266
	Renewal Term:		one (1) additional term of sixty (60) months

f.	BASE RENT :		$14,500/month for months 1-60 $15,000/month for months 61-120 $15,500/month for months 121-180 $16,000/month for months 181-240

		Base Rent during the Initial Term shall payable in advance on the first day of each month beginning on June 1, 2006.

		Absolute triple net lease

g.	USE :	Natural food and food supplement store

h.	SECURITY DEPOSIT :	$19,500

i.	ADDITIONAL CHARGES	Commencing on the “Commencement Date” as defined below:

j.	COMMON AREA COSTS :

	“CAM Percentage Contribution”:	100%

k.	PARKING LOT/DRAINAGE CONTRIBUTION	100%

L.	PARTIES	Landlord and Tenant will sometimes be referred to as a “Party” and jointly as the “Parties”.

THE SUBMISSION OF THIS LEASE FOR EXAMINATION BY TENANT AND/OR EXECUTION THEREOF BY TENANT DOES NOT CONSTITUTE A RESERVATION OF OR OPTION FOR THE LEASED PREMISES AND THIS LEASE SHALL BECOME EFFECTIVE ONLY UPON EXECUTION BY ALL PARTIES HERETO AND DELIVERY OF A FULLY EXECUTED COUNTERPART HEREOF BY LANDLORD TO TENANT.

2. Premises

a. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord the Leased Premises which shall be a portion of the Shopping Center described in Exhibit A, which is attached hereto.

b. Tenant acknowledges that Landlord has not agreed to make any improvements to the Property or perform any work to ready the Property for occupancy by Tenant. Tenant also acknowledges that Tenant has inspected the Premises and is relying solely on this inspection and not on any statement or representation made by Landlord or any agent of Landlord regarding the physical condition of the Premises or the Project. Tenant accepts the Premises “AS IS,” “WHERE-IS” and in its present condition. Landlord makes and provides absolutely no warranties of fitness for purpose or use and Tenant agrees to waive any warranties that it may have concerning the Property.

c. The Premises are also subject to those certain assessments for parking lot and drainage/storm water assessments which are shared with third parties who use these common facilities. Tenant acknowledges that it is responsible for the full and faithful performance of all covenants, conditions, duties and terms of the agreements which refer to the same and shall hold the Landlord harmless from and shall indemnify Landlord as to the performance required under such documents.

3. Base Rent

a. The Base Rent shall be payable in advance on first day of each calendar month June 1, 2006, (Rent Commencement).

b. This is an absolute triple net lease (NNN) and, in addition to the Base Rent, the Tenant shall be responsible for the payment of the following, all of which shall be deemed to be “Additional Rent;” its: (i) CAM Percentage Contribution (as described in paragraph 1 above,); (ii) 100% of real property taxes attributable to the Property; (iii) 100% of the Landlord’s insurance attributable to the Property; and; (iv) 100% of the costs to maintain and repair the structural and non structural components of the Property.

i. Upon execution of this Lease by Tenant, Tenant shall deposit with Landlord the Security Deposit. The Security Deposit shall be retained by Landlord and may be applied by Landlord, to the extent necessary, to pay and cover any loss, cost, damage or expense, including attorneys’ fees sustained by Landlord by reason of the failure of Tenant to comply with any provision, covenant, or agreement of Tenant contained in this Lease. To the extent not necessary to cover such loss, cost, damage, or expense, the Security Deposit, without any interest thereon, shall be

returned to Tenant within sixty (60) days after the expiration of the Lease Term or as may be otherwise provided by law.

ii. The Security Deposit shall not be considered as an advance payment of rent or as a measure of the loss, cost, damage, or expense which is or may be sustained by Landlord. If all or any portion of the Security Deposit is applied by Landlord to pay any such loss, cost, damage, or expense, Tenant shall, from time to time, promptly upon demand, deposit with Landlord such amounts as may be necessary to replenish the Security Deposit to its original amount.

d. Tenant acknowledges that late payment of Rent will cause Landlord to incur expenses in an amount that will be impractical or extremely difficult to ascertain. Accordingly, if any installment or payment of Base Rent or Additional Rent due from Tenant is not received by Landlord or Landlord’s designee within ten (10) days of the due date, Tenant shall pay to Landlord as Additional Rent, a late fee equal to $500. The Parties agree that this late fee represents a fair and reasonable estimate of the cost that Landlord will incur, in addition to interest on the money involved, because of the late payment. Acceptance of such late fee by Landlord shall in no event constitute a waiver of any default with respect to such overdue amount or prevent Landlord from exercising any or all of the other rights and remedies granted under this Lease.

4. Common Area

a. The “Common Area” is the entire area within the Shopping Center that is not leased or available for lease and is not part of a limited common element allocated to an area that is leased or available for lease. The Common Area includes, without limitation, all structural components of the Shopping Center, and all facilities in the Shopping Center that are intended for common use by all tenants, and their customers, invitees and employees, which Common Area also includes, but is not limited to driveways, driving lanes, parking areas, lighting, service areas, pylons, signs, sidewalks and landscaping.

b. Tenant and Tenant’s invitees, customers and employees shall have the nonexclusive right to use the Common Area in common with Landlord, and all other tenants of the Retail Portion and their permitted occupants, and their respective invitees, customers and employees for the use and purposes designated by Landlord.

c. The Common Area shall be under the exclusive management and control of Landlord or Landlord’s agent. The manner of operation and the expenditures therefore shall be in Landlord’s discretion. Landlord shall have the right to designate, relocate and limit the use of particular areas or portions of the Common Area for the efficient management, operation, maintenance and use thereof, and Tenant shall comply with these restrictions, so long as Tenant’s right to use the Property is not materially adversely affected. Landlord shall also have the right to permit entertainment events, as well as the placement of kiosks, carts, advertising and other displays in the Common Areas.

d. Subject to the provisions of the Lease, Landlord shall maintain the Common Area in good repair, including establishing (to the extent deemed necessary by Landlord) reserves for and making replacements when and where necessary. “Common Area Expenses” shall include all costs and expenses incurred by Landlord for the operation, maintenance, repair and replacement of the Common Area and for the management of the Shopping Center, including without limitation expenses for: (i) property management fees for Shopping Center; (ii) cleaning, sweeping and janitorial services; (iii) removal of rubbish; (iv) snow and ice removal’; (v) labor (including payment of wages, benefits and payroll taxes) to maintain the Common Area; (vi), materials and supplies in connection with the operation and maintenance of the Common Area; (vii) providing and maintaining utility systems and services, including payment of sewer service fees; (viii) maintaining, repairing, reserving for replacement of and replacing all sidewalks, curbs, walkways and paved areas, as well as the roof and structural portions of the all portions of the Shopping Center; (ix) landscaping, planting and irrigation systems; (x) signs; (xi) trash facilities, loading and delivery areas; (xii) lighting, drainage, and directional markers and bumpers; (xiii) maintaining and repairing security systems and alarms; (xiv) payment of premiums for workers’ compensation insurance, commercial general liability insurance and casualty insurance maintained by Landlord with respect to the Shopping Center, as well as any deductible under any insurance which Landlord pays in connection thereto;, (xv) payment of rental cost for or straight-line depreciation on tools, machinery and equipment used in connection with the Common Area; (xvi) payment of all personal property taxes and assessments levied or assessed against personal property located on or used to maintain the Common Area; (xvii) payment of any regulatory fee or surcharge or similar imposition imposed by governmental requirements; (xviii) payment of the cost of a security service and/or security system if Landlord determines that such security is necessary, including servicing, maintaining and monitoring any fire sprinkler system; (xix) any alterations, additions, or improvements required to be made to the Common Area in order to comply with applicable laws, orders or regulation; and, (xx) all other items necessary to keep the Common Area in a state of good sanitary condition and repair.

e. In addition to the above, the Tenant shall be responsible for, shall perform all duties, covenants and conditions relating thereto, and shall pay all fees associated with:

i. Commencing on the Lease Commencement Date, Tenant shall pay to Landlord monthly, as Additional Rent, Tenant’s CAM Percentage Contribution. Such payments shall continue on each subsequent date on which a payment of Base Rent is due. Tenant shall pay to Landlord an amount equal to 1/12 th of Tenant’s share of Common Area Expenses which Landlord estimates will become payable with respect to the current Lease Year. Tenants CAM Percentage Contribution, Current Estimate, and its Current Payment” are set forth in paragraph 1 above.

ii. Landlord shall provide Tenant with a reconciliation of estimated and actual Common Area Expenses and of Tenant’s CAM Percentage Contribution and Current Payment within one hundred twenty (120) days after the end of each calendar year. Tenant shall pay any underpayment within ten days after billing and any overpayment shall be credited to the next installment of Additional Rent due from Tenant under this Lease or, if the Term has ended, shall be refunded to Tenant after any unsatisfied obligations of Tenant to Landlord have been satisfied.

f. Landlord shall keep records showing in reasonable detail all expenses incurred for Common Area maintenance. These records will be made available to the Tenant for inspection upon reasonable notice, for a period of two years after the end of any calendar year. In no event shall Tenant be entitled to review records beyond the preceding two calendar years or to dispute Common Area Expenses that were incurred or charged before such two-year period. Tenant shall have no right to withhold payment of its Pro Rata Share of Common Area Expenses pending resolution of any dispute over such expenses.

g. In addition to the Base Rent and the payment of the Tenant’s Percentage Contribution of the Common Area Expenses, Tenant shall also pay when due:

i. Commencing on the Lease Commencement Date, Tenant shall pay before delinquency all separately metered charges for water, gas, heat, electric power, sewer, telephone, trash removal, and all other services or utilities used in the Premises. If any charges for utilities not separately metered and are therefore billed to Landlord, the amount shall be prorated and Tenant shall pay to Landlord upon demand, as Additional Rent, an amount equal to that proportion of the total charges which the number of square feet of the Property bears to the total number of square feet of gross leasable area using such utilities. For utilities or services which are not separately metered, Landlord may, in lieu of charging on the foregoing basis, charge Tenant on the basis of Tenant’s actual or reasonably estimated usage.

ii. Commencing on the Lease Commencement Date, Tenant shall be liable for and shall pay before delinquency all taxes or other charges levied or assessed against trade fixtures, equipment, furnishings, merchandise, and other personal property at the Premises, whether or not affixed to the realty. If any of Tenant’s personal property is assessed as part of the real property of which the Premises are a part, Tenant shall pay to Landlord as Additional Rent upon demand the amount of such taxes or assessments levied or assessed against said personal property. For the purpose of determining said amount, figures supplied by the tax assessor or other taxing authority as to the amount so assessed shall be conclusive.

iii

1. The term “Real Property Taxes” is used in the broadest possible sense and shall include: (1) any taxes, general or special assessment, license fees, business taxes, rental taxes, excise taxes, value added taxes, impositions in lieu of taxes, and levies and charges of every kind: (X) imposed by any governmental entity of any kind against or upon the Retail Portion, or any interest of Landlord therein, including the right to receive rent or other income therefrom, the business of leasing, or the change in ownership of real property; or, (Y) imposed on the Retail Portion as a charge for any governmental services or improvements such as, but not limited to, fire or police protection, public transportation, street or sidewalk maintenance, or refuse removal; and (2) any imposition enacted by way of substitution for or in addition to all or any of the impositions described in clause (1) above; and (3) the reasonable costs incurred by Landlord in contesting any such real property taxes or assessments, including fees of attorneys, consultants, accountants, and appraisers. Real Property Taxes shall not include Landlord’s federal or state income, inheritance or estate taxes, or any taxes or other impositions

or costs that are properly allocable to portions of the Project designated for office or residential purposes. Real Property Taxes for the first and last Lease Years shall be prorated to coincide with the beginning and end of the Term.

2. Tenant shall pay to Landlord, as Additional Rent, “Tenant’s Tax Share” (as defined below) of the amount of all Real Property Taxes that accrue during the Term. Commencing on the Commencement Date, and continuing on each subsequent date on which a payment of Minimum Rent is due, Tenant shall pay to Landlord an amount equal to 1/12th of Tenant’s share of the Real Property Taxes which Landlord estimates will become payable with respect to the current Lease Year. Landlord shall, after the end of each Lease Year, provide Tenant with a reconciliation of estimated and actual Real Property Taxes and of Tenant’s share of each. Tenant shall pay any underpayment within ten days after billing and any overpayment shall be credited to the next installment of Additional Rent due from Tenant under this Lease or, if the Term has ended, shall be refunded to Tenant after any unsatisfied obligations of Tenant to Landlord have been satisfied.

3. For purposes of this Lease the “Tenant’s Tax Share” shall be an amount equal to that proportion of the total Real Property Taxes which the number of square feet of the Property bears to the total number of square feet of gross leasable area assessed under such tax assessment.

5. Term and Renewal

a. The Term shall be as described above. Lease Commencement shall occur no later than 5:00 p.m. Mountain Time on June 1, 2006.

b. Tenant shall be given the right to exercise one (1) additional renewal periods each for sixty (60) full calendar months (and each being referred to as the “First Renewal Term” and “Second Renewal Term” respectively). If exercised, the terms covenants and conditions of the Lease will remain the same as to each Renewal Term, except that the Base Rent for the first renewal period will increase to an amount mutually agreed upon between the Parties.

c. Tenant may exercise its right to each Renewal Term only under the following conditions:

i. it cannot be in breach of the Lease on the date of exercise;

ii. it shall notify the Landlord in writing of its intent to exercise the option to renew no less than one hundred and twenty (120) calendar days before the end of the current term.

iii. from the date of the above notice until the date that the new term is to begin, it cannot breach any term, covenant or condition of the Lease even though Assignee would have the right to cure the same;

iv. Landlord and Tenant shall sign a “Commencement of Renewal

Term” agreement which shall set forth the date of the renewal, the term of 36 full calendar months; the Base Rent as found above, and the fact that the terms of the Lease not otherwise amended shall remain in full force and effect. The form shall be prepared by the Landlord at the time. The failure of the Parties to sign the same shall not be deemed to be a material breach of the Lease or this Agreement.

d. Tenant shall not be offered any additional rights to renew under this Agreement. Notwithstanding the same, the Parties agree that the Tenant may subsequently lease the Property from the Landlord under such terms and conditions upon which the Parties may agree.

6. Use

The property will be used only for the Use permitted under paragraph 1.

a The Tenant will not:

i. make any unlawful, improper or offensive use of the Property and it will not suffer any waste thereof;

ii. permit any objectionable noise or odor to escape or to be emitted from said premises or do or permit anything to be done upon or about said premises in any way tending to create a nuisance;

iii. sell or permit to be sold any spirituous, vinous, or malt beverages on said premises, excepting such as Tenant may be licensed by law to sell and as may be herein expressly permitted; nor will he sell or permit to be sold any controlled substance on or about said premises.

iv. smoke in the Property.

b. The Tenant shall:

i. comply at Tenant’s own expense with all laws and regulations of any municipal, county, state, federal or other public authority respecting the use of said leased premises or the business carried on therein.

ii. regularly occupy and use the demised premises for the conduct of Tenant’s business.

iii. agree to keep locked all common access doors after regular business hours.

iv. provide its own phone system to the Property.

7. Maintenance

a. The Tenant hereby agrees to maintain and keep said Property including all structural and non structural components, and all exterior and interior doors, walls, carpets, interior wiring, lighting fixtures and lamps, and all other interior appurtenances in good order and repair during the entire term of this Lease at Tenant’s own cost and expense, and to replace all glass which may be broken or damaged during the term hereof in the windows and doors of said Property with glass of a quality as good as or better than that now in use.

b. Notwithstanding the foregoing, Landlord may, from time to time, be permitted to work, in, on and around the Property and the Shopping Center with the understanding that any work done by the Landlord shall be done in such a way as to minimize any interference with the Tenant’s Use.

c. The Tenant will not overload the floors of said Property in such a way as to cause any undue or serious stress or strain upon the building in which said demised Property is located.

d. All partitions, plumbing, electrical wiring, additions to, or improvements upon said leased Property, whether installed by the Landlord or Tenant, shall be and become a part of the building as soon as installed and the property of the Landlord unless otherwise herein provided.

8. Landlord’s Entry onto Property

It shall be lawful for the Landlord, his agents and representatives, at any reasonable time to enter into or upon said demised Property for the purpose of examining the condition thereof, or any other lawful purpose with the understanding, however, that the Landlord may not unreasonably interfere with the clients of the Tenant nor inspect any office which is then in use. Further Landlord shall not give a key to the Property.

9. Assignment

a. The Tenant will not assign, transfer, pledge, hypothecate, surrender or dispose of this Lease, or any interest herein, or sublet, or permit any other person or persons to occupy the demised Property without the written consent of the Landlord being first obtained in writing, which permission will not unreasonably be withheld.

b. In the event of any transfer permitted above, the use and operation being conducted in the Leased Premises shall remain substantially unaffected and any assignee shall assume in writing the terms and conditions set forth herein to be observed and performed by Tenant. It is further agreed that nothing herein contained shall be construed as releasing Tenant from any of its liabilities or other obligations hereunder and following any transfer, Tenant shall remain directly and primarily liable for all liabilities and obligations of “Tenant” hereunder. Any transfer as

described herein shall be known as a “Permitted Transfer.”

c. In the event of a Permitted Transfer, Tenant shall provide Landlord, on or before the effective date thereof, with written notice of such Permitted Transfer and a fully executed copy of all documents used to effectuate the transfer. In the case of an assignment, the instrument of assignment must expressly provide that the assignee assumes all obligations of “Tenant” under this Lease.

10. Alterations

a. Tenant shall not make or permit to be made any alterations, additions or changes (collectively called “Alterations”) to any part of the Premises without first obtaining the written consent of Landlord. Alterations shall be owned by Tenant until the expiration or earlier termination of the Term. Any Alterations that are not deemed to be trade fixtures, shall become a part of the Premises. Any Alterations designated by Landlord for removal that remain in the Premises after the time designated for removal shall be conclusively deemed abandoned and may be disposed of or retained by Landlord as permitted by Law; title thereto shall be automatically vested in the Landlord upon the termination of this Lease. Tenant shall be liable for all damage to the Premises and the Project arising from the installation or removal of any Alterations.

b. Any and all Alterations made by Tenant shall be designed by a competent licensed architect or engineer and shall be made under the supervision of such architect or engineer by financially sound, bondable contractors of good reputation, in accordance with plans and specifications (including material and color samples), approved in writing by Landlord before commencement of any work.

c. Landlord may require in connection with its consent to any Alterations that: (i). any contractor or major subcontractors provide payment and completion bonds in such amounts and with sureties acceptable to Landlord; (ii) Tenant deliver a set of plans and specifications approved by the building department; and (iii) Tenant agree in writing to remove all or a portion of the Alterations as designated by Landlord.

d. Tenant shall perform or cause to be performed all work hereunder in accordance with such reasonable rules and regulations as Landlord may from time to time prescribe with respect thereto, and in such manner so as not to obstruct or interfere with access to the premises of any other tenant or owner of any portion of the Project, the business of any such tenant or owner conducted therein, or any portion of the Common Area. Prior to commencing any work hereunder, Tenant shall supply to Landlord evidence that Tenant’s contractor or contractors have procured such insurance as Landlord may prescribe in connection with such work. Upon completion of any Alteration to the Premises, Tenant shall provide Landlord with “as built” drawings reflecting the completed condition of such work.

e. Not less than ten days before starting any alteration or improvement consented to by Landlord, Tenant shall: (1) notify Landlord of the names and addresses of all contractors, subcontractors and materialmen who may provide labor, services or materials in connection with

such work, and (2) serve and post notice of the non-lienability of Landlord’s interest in the Project pursuant to Colorado Revised Statutes Section 38-22-105(2), as amended (or the corresponding provisions of any future law).

f. Tenant shall keep the Premises free and clear of liens and claims resulting from any work performed or materials furnished to or at the direction of Tenant. If any such lien is asserted or filed, Tenant shall cause such lien to be satisfied and discharged within ten days thereafter, or, if Tenant desires to contest such lien, then Tenant shall deposit with Landlord such security as Landlord may reasonably demand to ensure payment of such lien and all related costs and expenses. In the event Tenant fails to satisfy and discharge any such lien or to deposit security therefore with Landlord, then Landlord shall have the right (in addition any other remedies) to expend all sums necessary to contest or compromise and discharge such lien, by bonding or by payment, and Tenant shall reimburse Landlord upon demand for all such sums, including attorneys’ fees and costs.

11. Insurance

a. Landlord covenants and agrees to maintain property insurance (Property Insurance) for the Shopping Center, in such amounts, from such company, with such deductible as Landlord deems appropriate, in its sole discretion, including, without limitation, extended coverage and insurance for loss of rent, and boilers. Property Insurance obtained by Landlord shall name Tenant as an additional insured party and may, at Landlord’s option, name any mortgagee as an additional insured party as its interests may appear. Such insurance shall be made part of the Common Area Expenses.

b. Tenant covenants and agrees to maintain throughout the Lease Term insurance coverage at least as broad as “ISO Causes of Loss — Special Form Coverage” against risk of direct physical loss or damage (commonly known as “all risk”) for the full replacement cost of Tenant’s equipment, fixtures, improvements, and personal property in the Property. Tenant covenants and agrees to maintain throughout the Lease Term a commercial general liability policy, including protection against death, personal injury, and property damage, issued by an insurance company qualified to do business in the state in which the Property is located and with a single limit of not less than $1,000,000.00 per occurrence. Such policy shall name Landlord as an additional insured, be primary to any other similar insurance as such additional insureds, and provide that it may not be cancelled or modified without at least thirty (30) days prior notice to Landlord.

c. Landlord covenants and agrees to maintain a commercial general liability policy (Liability Insurance) covering any common area facilities of the Property in such amounts, from such company, with such deductible and on such terms and conditions as Landlord deems appropriate, in its sole discretion, from time to time. Liability Insurance obtained by Landlord need not name Tenant as an additional insured party and may, at Landlord’s option, name the Mortgagee as an additional insured party.

d. Landlord and Tenant waive all right of recovery against the other and its respective officers, partners, members, agents, representatives, and employees for loss or damage to

its real and personal property kept in or about the Building or the Project which is capable of being insured against under ISO Causes of Loss — Special Form Coverage, or for loss of business revenue or extra expense arising out of or related to the use and occupancy of the Property. Each party shall, upon obtaining the property damage insurance required by this Lease, notify the insurance carrier that the foregoing waiver is contained in this Lease and use reasonable efforts to obtain an appropriate waiver of subrogation in the policies.

e. Landlord and Tenant shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including execution and delivery of any proof of loss or other action required for such recovery.

f. If any portion of the Property be damaged or destroyed by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord (Tenant’s Notice of Damage).

g. Upon receipt of Tenant’s Notice of Damage, Landlord shall promptly proceed to determine the nature and extent of the damage or destruction and to estimate the time necessary to repair or restore the Property. As soon as reasonably possible, Landlord shall give written notice to Tenant stating Landlord’s estimate of the time necessary to repair or restore the Property (Landlord’s Notice of Repair Time). If Landlord reasonably estimates that repair or restoration of the Property cannot be completed within two hundred (200) days from the time of Tenant’s Notice of Damage, Landlord and Tenant shall each have the option to terminate this Lease. If, however, the damage or destruction was caused by the act or omission of Tenant or Tenant’s agents, Landlord shall have the option to terminate this Lease if Landlord reasonably estimates that the repair or restoration cannot reasonably be completed within two hundred (200) days from the time of Tenant’s Notice of Damage, but Tenant shall not have the option to terminate this Lease. Any option granted hereunder shall be exercised by written notice to the other party given within ten (10) days after Landlord’s Notice of Repair Time. If either Landlord or Tenant exercises its option to terminate this Lease, the Lease Term shall expire ten (10) days after the notice by either Landlord or Tenant exercising such option to terminate this Lease. Following termination of this Lease under the provisions hereof, Landlord shall refund to Tenant such amounts of Rent paid by Tenant as may be applicable to the period subsequent to the time of Tenant’s Notice of Damage less the reasonable value of any use or occupation of the Property by Tenant subsequent to the time of Tenant’s Notice of Damage.

h. If the Building shall be damaged or destroyed by fire or other casualty to the extent of 33-1/3% or more of the replacement value of the Property, Landlord may elect not to reconstruct or rebuild the Property. Upon written notice to Tenant given within twenty (20) days after Landlord’s Notice of Repair Time, this Lease shall terminate and Landlord shall refund to Tenant such amounts of Rent paid by Tenant for the period after such damage less the reasonable value of any use or occupation of the Property by Tenant during such period.

i. If repair and restoration of the Property can be completed within the period specified above, in Landlord’s reasonable estimation, or if neither Landlord nor Tenant terminate this Lease as provided above, then this Lease shall continue in full force and effect and Landlord shall proceed forthwith to cause the Property (including any improvements constructed by Landlord but excluding any alterations, improvements, fixtures and personal property constructed or owned by

Tenant) to be repaired and restored with reasonable diligence and there shall be abatement of Rent proportionate to the extent of the space and period of time that Tenant is unable to use and enjoy the Property.

j. The proceeds of any Property Insurance maintained on the Property, other than property insurance maintained by Tenant on fixtures and personal property of Tenant, shall be paid to and become the property of Landlord, subject to any obligation of Landlord to cause the Property to be repaired and restored and further subject to any rights under any mortgage encumbering the Property to such proceeds. Landlord’s obligation to repair and restore the Property provided herein is limited to the repair and restoration that can be accomplished with the proceeds of any Property Insurance maintained on the Property. The amount of any such insurance proceeds is subject to any right of any mortgagee to apply such proceeds to its secured debt under its mortgage.

12. Condemnation.

a. A “Taking” shall mean the taking of all or any portion of the Property as a result of the exercise of the power of eminent domain or condemnation for public or quasi-public use or the sale of all or part of the Property under the threat of condemnation. A “Substantial Taking” shall mean a Taking of twenty-five percent (25%) or more of the floor area of the Property. An “Insubstantial Taking” shall mean a Taking which does not constitute a Substantial Taking.

b. If there is a Substantial Taking with respect to the Property, the term of this Lease shall expire on the date of vesting of title pursuant to such Taking. Thereafter, the Landlord shall refund to Tenant such amounts of Base Rent and Additional Rent theretofore paid by Tenant as may be applicable to the period subsequent to the time of termination of this Lease.

c. In the event of an Insubstantial Taking with respect to the Property, this Lease shall continue in full force and effect, Landlord shall proceed forthwith to cause the Property (but excluding any alterations, improvements, fixtures, and personal property constructed or owned by Tenant), less such Taking, to be restored as near as may be to the original condition thereof and there shall be abatement of Rent proportionate to the extent of the space so taken.

d. The total award, compensation, damages or consideration received or receivable as a result of a Taking (Award) shall be paid to and be the property of Landlord, including, without limitation, any part of the Award made as compensation for diminution of the value of this leasehold or the fee of the Property. Notwithstanding the foregoing, Tenant shall be entitled to a separate award, for the loss of Tenant’s personal property, diminution in value of the leasehold (if applicable) the loss of Tenant’s business and profits, and Tenant’s moving expenses.

13. Termination and Remedies

a. In the event that any of the following events shall occur, Tenant shall be deemed to be in default of Tenant’s obligations under this Lease (each of the following shall be referred to as a “Default by Tenant”).

i. if Tenant fails to pay Base Rent, Additional Rent, or any other amounts payable by Tenant within ten (10) days after such rental or other amount is due under the terms of this Lease.

ii. if Tenant breaches or fails to comply with any non-monetary agreement, term, covenant or condition in this Lease applicable to Tenant, and Tenant fails to cure such breach or failure within thirty (30) days after notice thereof by Landlord to Tenant. If such breach or failure to comply cannot be reasonably cured within such 30-day period, Tenant shall not be deemed to be in default thereof if Tenant shall in good faith commence to cure such breach or failure to comply within such 30-day period and shall diligently proceed therewith to completion within a period not to exceed sixty (60) days following such notice.

iii. Landlord shall not be required to give written notice of a non-monetary default more than once in any twelve month period during the Lease Term. Should Tenant breach any non-monetary term herein more than one time in each twelve month period, then the said subsequent failure to perform under the terms of this Lease shall be a Default by Tenant without notice or demand.

iv. if Tenant shall leave the Property unoccupied for fifteen (15) consecutive days or shall vacate and abandon the Property.

v. if Tenant’s interest under this Lease or in the Property shall be taken by execution of levy, or by other process of law directed against Tenant, or shall be subject to any attachment at the instance of any creditor or claimant against Tenant and said execution of levy or attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof.

vi. if Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved, or shall make an assignment for the benefit of creditors, or if involuntary proceedings under any such bankruptcy or insolvency law or for the dissolution of Tenant shall be instituted against Tenant or a receiver or trustee shall be appointed for the property or for all or substantially all of the property of Tenant, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment.

b. Upon the occurrence of any Default by Tenant, Landlord shall have the right, at Landlord’s election, then or any time thereafter, to exercise any one or more of the following remedies:

i. In the event of a Default by Tenant, Landlord may, at Landlord’s option, but without obligation to do so, and without releasing Tenant from any obligations under this Lease, make any payment or take any action as Landlord may deem necessary or desirable to cure any such Default by Tenant in such manner and to such extent as Landlord may deem necessary or desirable. Landlord may do so without demand on, or written notice to, Tenant and without giving

Tenant an opportunity to cure such Default by Tenant. Tenant covenants and agrees to pay to Landlord, within ten (10) days after demand, all advances, costs and expenses of Landlord in connection with the making of any such payment or the taking of any such action including, without limitation: (a) a charge in the amount of five hundred dollars ($500.00) payable to Landlord to compensate for the administrative overhead attributable to such action; (b) reasonable attorneys’ fees; and, (c) interest as hereinafter provided from the date of payment of any such advances, costs and expenses by Landlord. Action taken by Landlord may include commencing, appearing in, defending or otherwise participating in any action or proceeding and paying, purchasing, contesting, or compromising any claim, right, encumbrance, charge, or lien, with respect to the Property which Landlord, in its discretion, may deem necessary or desirable to protect its interest in the Property and under this Lease. In the event that the Lease Term has expired or Tenant is no longer occupying the Property, Landlord shall be entitled to take such actions as provided herein without Landlord being required to provide the notice to Tenant.

ii. In the event of a Default by Tenant, Landlord may terminate this Lease, effective at such time as may be specified by written notice to Tenant, and demand (and, if such demand is refused, recover) possession of the Property from Tenant. Tenant shall remain liable to Landlord for damages in an amount equal to the Rent and other sums which would have been owing by Tenant hereunder for the balance of the Lease Term, had this Lease not been terminated, less the net proceeds, if any, of any reletting of the Property by Landlord subsequent to such termination, after deducting all Landlord’s expenses in connection with such recovery of possession or reletting. Landlord shall be entitled to collect and receive such damages from Tenant on the days on which the Basic Rent, Additional Rent and other amounts would have been payable if this Lease had not been terminated. Alternatively, at the option of Landlord, Landlord shall be entitled to recover forthwith from Tenant, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination of this Lease, represents the excess, if any, of: (a) the aggregate of the Rent, and all other sums payable by Tenant that would have accrued for the balance of the Lease Term, over; (b) the aggregate rental value of the Property for the balance of the Lease Term, both discounted to present worth at the rate of 8% per annum.

iii. In the event of a Default by Tenant, Landlord may reenter and take possession of the Property or any part thereof, without demand or notice, and repossess the same and expel Tenant and any party claiming by, under or through Tenant, and remove the effects of both using such force for such purposes as may be necessary, without being liable for prosecution on account thereof or being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or right to bring any proceeding for breach of covenants or conditions. No such reentry or taking possession of the Property by Landlord shall be construed as an election by Landlord to terminate this Lease unless a written notice of such intention is given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so states. Landlord reserves the right, following any reentry or reletting, to exercise its right to terminate this Lease by giving Tenant such written notice, in which event this Lease shall terminate as specified in said notice. After recovering possession of the Property, Landlord may, from time to time, but shall not be obligated to, relet the Property, or any part thereof, for the account of Tenant, for such term or terms and on such conditions and upon such other terms as Landlord, in its sole and subjective

discretion, may determine. Landlord may make such repairs, alterations or improvements as Landlord may consider appropriate to accomplish such reletting, and Tenant shall reimburse Landlord upon demand for all costs and expenses, including attorneys’ fees, which Landlord may incur in connection with such reletting. Landlord may collect and receive the rents for such reletting but Landlord shall in no way be responsible for or liable for any failure to relet the Property, or any part thereof, or for any failure to collect any rent due upon such reletting. Notwithstanding Landlord’s recovery of possession of the Property, Tenant shall continue to pay on the dates herein specified, the Basic Rent, Additional Rent and other amounts which would be payable hereunder if such repossession had not occurred. Upon the expiration or earlier termination of this Lease, Landlord shall refund to Tenant any amount, without interest, by which the amounts paid by Tenant, when added to the net amount, if any, recovered by Landlord through any reletting of the Property, exceeds the amounts payable by Tenant under this Lease. If, in connection with any reletting, the new lease term extends beyond the existing Lease Term, or the premises covered thereby include other premises not part of the Property, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith shall be made in determining the net amount recovered from such reletting.

c. All costs and expenses incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including reasonable attorneys’ fees, whether or not any action is commenced by Landlord, shall be paid by Tenant to Landlord upon demand.

d. Exercise of any of the remedies of Landlord under this Lease shall not prevent the concurrent or subsequent exercise of any other remedy provided for in this Lease or otherwise available to Landlord at law or in equity. All remedies are cumulative.

14. Property on Termination .

At the expiration of said term or upon any sooner termination thereof, the Tenant will peaceably and quietly quit and deliver up said leased Property to the Landlord broom-clean and in as good order and condition, reasonable use and wear excepted, as the same was in as of the date of this Lease. Notwithstanding the foregoing, the Tenant may take from the Property all movable trade fixtures, furniture, fixtures, equipment, refrigeration equipment including all compressors, walk-in, reach-in and other coolers, inventory and the like so long as the Tenant repairs any damage caused thereby.

15. Environmental Warranties .

a. Tenant warrants, represents and covenants as follows:

i. Tenant shall conduct no activity or allow to be conducted any activity or use of the property which would result in the presence of any “Hazardous Materials” or any “Hazardous Materials Contamination” on the property.

ii. “Hazardous Materials” means: (a) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. ‘ 6901, et seq.), as amended from time to time, and regulations promulgated thereunder; (b) any “hazardous substance” as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. ‘ 9601, et seq.), as amended from time to time, and regulations promulgated thereunder; (c) petroleum products; (d) any substance the presence of which on the property is regulated by any federal, state or local law relating to the protection of the environment or public health; and, (e) any other substance which by law requires special handling in its collection, storage, treatment or disposal.

iii. “Hazardous Materials Contamination” means the contamination (whether presently existing or occurring after the date hereof) of the improvements, facilities, soil, ground water, surface water, air or other elements on or under the property by hazardous materials, or the contamination (whether presently existing or occurring after the date hereof) of the buildings, facilities, soil, ground water, surface water, air, or other elements on or under any other property as a result of hazardous materials emanating from the property.

iv. Tenant will obtain all necessary federal, state and local environmental permits necessary for its business and use of the property;

v. Tenant will at all times be in full compliance with the terms and conditions of its environmental permits;

vi. Tenant will be in compliance with all applicable federal, state, and local environmental statutory and regulatory requirements, other than those contained in its permits;

vii. There are no pending environmental civil, criminal, or administrative proceedings against Tenant;

viii. Tenant knows of no threatened civil, criminal, or administrative proceedings against it relating to environmental matters;

ix. Tenant knows of no fact or circumstances that may give rise to any future civil, criminal, or administrative proceedings against it relating to environmental matters.

b. Landlord warrants, represents and covenants as follows:

i. Landlord is aware that the Property formerly housed a gasoline station. As such he agrees that the Property is, or may be contaminated with petrochemical waste, Hazardous Materials, Hazardous Materials Contamination (up to and through the date on which the Landlord delivers the Property to the Tenant “Substantially Completed” (as that term is defined in Exhibit B), underground storage tanks (UST), lead paint, and asbestos.

ii. Landlord agrees that he is solely and primarily liable for, and shall remediate at his own cost and expense all Hazardous Materials, Hazardous Materials Contamination (occurring up to and through the date on which the Landlord delivered the Property to the Tenant Substantially Completed), UST, lead paint and asbestos. Landlord will obtain all necessary federal, state, and local environmental permits necessary for such remediation or shall provide credible proof from the governmental authority in charge of the same, that such remediation as been satisfied or is otherwise not required.

iii. Landlord will at all times be in full compliance with the terms and conditions of its environmental permits;

iv. Landlord will be in compliance with all applicable federal, state, and local environmental statutory and regulatory requirements, other than those contained in its permits;

v. Landlord knows of no pending environmental civil, criminal, or administrative proceedings against Tenant;

vi. Landlord knows of no threatened civil, criminal, or administrative proceedings against it relating to environmental matters;

vii. Landlord knows of no fact or circumstances that may give rise to any future civil, criminal, or administrative proceedings against it relating to environmental matters.

16. Indemnification .

a. Tenant shall indemnify Landlord and shall hold Landlord harmless from any and all loss, damages, suits, penalties, costs, liability, and expenses (including, but not limited to reasonable investigation and legal expense) arising out of any claim for loss or damage to any property, including the subject property, injuries to or death of persons, contamination of or adverse effects on the environment, or any violation of statutes, ordinances, orders, rules, or regulations of any governmental entity or agency, or any damage, loss, cause of action, cost to remediate or otherwise caused by, or resulting from any Hazardous Materials or Hazardous Materials Contamination that becomes present on or under the subject Property by reason of Tenant’s activity and use unless caused by the gross negligence of the Landlord

b. Landlord shall indemnify Tenant and shall hold Tenant harmless from any and all loss, damages, suits, penalties, costs, liability, and expenses (including, but not limited to reasonable investigation and legal expense) arising out of any claim for loss or damage to any property, including the subject property, injuries to or death of persons, contamination of, or adverse effects on the environment, or any violation of statutes, ordinances, orders, rules, or regulations of any governmental entity or agency, and any damage, loss, cause of action, cost to remediate or otherwise by, or resulting from any Hazardous Materials or Hazardous Materials Contamination that becomes present on or under the subject Property by reason of Tenant’s activity and use unless

caused by the gross negligence of the Tenant.

17 Signs

a. Tenant may, at Tenant’s sole cost and expense, erect upon the interior area of the Property all signs and advertising material customary and appropriate in the conduct of Tenant’s business that comply with all applicable legal requirements. Notwithstanding the foregoing, Tenant shall not erect or install, any sign that is visible from outside the Property without Landlord’s prior written approval; and such approval shall not be unreasonably withheld, conditioned or delayed. It shall not be unreasonable for Landlord to withhold or condition approval based on esthetic or other considerations that, in Landlord’s judgment, affect the image of the Shopping Center.

b. Tenant may, at its cost and expense, install an exterior sign on its store fascia that complies with all applicable municipal and state regulations and those rules of the Landlord.

c. Tenant’s signs and advertising material shall be professionally designed and manufactured and shall be installed and removed by a licensed electrician (if applicable). Tenant’s signs must be installed and operating concurrently with Tenant’s opening for business. Tenant’s sign box and/or raceway, if any, shall be deemed real property once installed, but Tenant shall remove Tenant’s sign lettering when it surrenders the Premises.

18. SUBORDINATION AND ATTORNMENT

a. This Lease and Tenant’s interest in the Property shall be junior and subordinate to any mortgage or deed of trust now or hereafter encumbering the Shopping Center. No further act or agreement shall be necessary to accomplish or evidence such subordination, but Tenant shall, upon request by Landlord or by any mortgagee or deed of trust beneficiary, execute such additional documents as may be appropriate to confirm and ratify the subordinate status of this Lease and of Tenant’s interest in the Premises. Tenant shall also, if any mortgagee or deed of trust beneficiary so requires, execute such documents as may be necessary to make this Lease and Tenant’s interest in the Premises prior and superior to any such mortgage or deed of trust, provided that no such document shall require Tenant to consent to any material change in this Lease.

b. If title to the Premises or the Building is transferred through or in lieu of foreclosure of any mortgage or deed of trust, Tenant shall, if so requested by the person acquiring such title as a result of such transfer, but not otherwise, attorn to such person and execute such documents as may be appropriate to confirm that this Lease remains in full force and effect notwithstanding such transfer, provided that no such document shall require Tenant to consent to any material change in this Lease.

19. Miscellaneous

a. This Lease does not grant Tenant any right to access air and light over the property.

b. Landlord and Tenant agree that any provisions of this Lease that must survive in order to remain in full force and effect even after termination of this Lease shall survive the termination and/or expiration of this Lease.

c. Landlord warrants and represents that Landlord is the owner of the leased Property and has full authority and right to lease the Property and enter into this Lease. Landlord will defend Tenant’s right to quiet enjoyment of the leased Property from the claims of all persons during the lease term.

d. In the event the Tenant for any reason shall hold over after the expiration of this Lease, such holding over shall not be deemed to operate as a renewal or extension of this Lease, but shall only create a tenancy from month to month which may be terminated at will at any time by the Landlord. In such an event the rent for any said month shall be 125% of the Base Rent and 100% of the Additional Rent received in the last month of the last term of the Lease.

f. Any waiver by any Party of any breach of any covenant herein contained to be kept and performed by the other Party shall not be deemed or considered as a continuing waiver, and shall not operate to bar or prevent the injured Party from enforcing his or its rights under any subsequent breach, either of the same condition or covenant or otherwise.

g. If either party to this Lease shall be delayed in or prevented from performing any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrections, war or other reason not the fault of the party delayed, then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this subparagraph (g) shall not operate to excuse Tenant from prompt payment of Base Rent, Additional Rent, or any other payment required by the terms of this Lease.

h. This Lease contains the entire understanding of the parties in reference to the subject matter found herein. This Lease supersedes any prior leases, covenants or understandings of the parties with reference to the subject matter herein. This Lease may be amended only in writing to be signed and dated by all parties hereto.

i. This Lease shall be interpreted in accordance with the laws of the state of Colorado. Venue shall be proper in the District Court in and for the county in which the Property is located.

j. In the event of any litigation concerning this Lease, the “Prevailing Party” to the litigation shall be awarded reasonable attorney=s fees in addition to any other damages

awarded by the court. For the purposes of this Lease, the “Prevailing Party” shall be deemed to be that party that has obtained the greatest net judgment in money or money equivalent. If money or money-equivalent has not be awarded, then the Prevailing Party shall be deemed to be that Party that has prevailed on a majority of the material issues before the court.

k. From time to time the Landlord may promulgate reasonable rules and regulations concerning the Property. When delivered, the same shall be made part of this Lease as though set forth in full herein.

l. The Parties agree that neither has used the services of a real estate or other broker. As a result both Parties are to bear any costs or fees incurred by him or it as a result of entering into this Lease.

m. The covenants and conditions in this Lease are in all respects subject to the easements, covenants, conditions and restrictions declaration of restrictions or reciprocal easement agreement or similar document, short form or memorandum of lease, of any tenant lease affecting the Property to which the Property is subject, provided that no such document shall interfere with Tenant’s right to use the Premises in accordance with the terms of this Lease.

n. Within ten days after request by Landlord, Tenant shall execute and deliver to Landlord, or to any current or prospective lender or purchaser specified by Landlord, an estoppel certificate stating that this Lease is unmodified (or if modified, stating the modifications) and in full force and effect, and stating any defenses or offsets claimed by Tenant, the amount of Minimum Rent then currently payable, the dates to which the Rent has been paid in advance, the amount of any security deposit or prepaid rent, the Lease Commencement Date, the Rent Commencement Date, the Lease Expiration Date, that Tenant is in possession of the Premises, and any other information concerning the Lease that Landlord may reasonably request. Failure to deliver such a certificate within 15 days after request by Landlord shall be a default under this Lease, and Tenant shall be bound conclusive by any representation Landlord may make with regard to the matters that were to have been covered by the certificate.

o. The captions are for convenience only and shall not affect the interpretation of this Lease. All exhibits attached hereto are made a part of this Lease. Wherever the context so requires, the singular shall include the plural, the plural shall refer to the singular, and the masculine and feminine genders shall be substituted for the neutral gender. Subject to any grace periods provided herein, time is of the essence of this Lease and each of the provisions in which performance is a factor, and failure to perform within the time so limited shall be deemed a material breach of this Lease. If any provision of this Lease shall to any extent be held to be invalid by a court, the remaining provisions shall remain in effect and shall in no way be impaired thereby.

p. The terms, covenants, conditions, and agreements herein contained, and as may from time to time be amended, shall bind and inure to the benefit of the Parties hereto and their heirs, executors, administrators, legal representatives, successors and assigns. If either party shall consist of more than one person or entity, all such persons or entities shall be jointly and severally liable as parties hereunder.

q. If during the Term of this Lease, Landlord conveys its interest in the Shopping Center, then from and after the effective date of the conveyance, Landlord shall be released and discharged from any and all further obligations and responsibilities under the Lease.

r. Landlord and Tenant each hereby waive trial by jury in any action or proceeding brought by either of them against the other concerning this Lease.

s. Landlord reserves the absolute right to permit such other tenancies in the Shopping Center as Landlord determines, in the exercise of its sole discretion, may best promote its interests. Landlord does not warrant, represent or covenant, expressly or impliedly, that any specific lease or leases now or hereafter in effect between Landlord and any third parties will be continued in effect for any period of time, or that any other tenant or tenants or owner shall during the Term continue to occupy any space in the Project. Tenant acknowledges and agrees that, in entering into this Lease, Tenant has not relied upon the continued existence or operation of any other tenant or tenants or owner within the Project, whether or not any other lease is in existence or is expected to exist at the time this Lease is executed.

t. This Lease may be executed in several counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same Lease.

DONE AS OF THE DATE FIRST FOUND ABOVE

LANDLORD

CHALET PROPERTIES, LLC		VITAMIN COTTAGE NATURAL
		FOOD MARKETS, INC.


/s/ Kemper Isely		/s/ Zephry Isely
Kemper Isely Managing Member		Zephry Isely, Co-President

EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY

Lot 3, Block 1 Marshalls IndianTree Center

7745 N. Wadsworth, Unit A, Arvada, CO 80003

EXHIBIT 10.22

SUBLEASE

This sublease (Sublease) is made this 1st day of June, 2006 by and between Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation, having a principal office at 12612 W. Alameda Parkway, Lakewood, Colorado 80228 (Sublessor) and a Colorado limited liability company, having its principal office at 12612 W. Alameda Parkway 80228(Sublessee) and Chalet Properties, LLC a Colorado limited liability company having its principal office at 12612 W. Alameda Parkway, Lakewood, Colorado, 80228 (“Sublessor” and “Sublessor”)

RECITALS

WHEREAS, Sublessor is the owner of the building and improvements located at and around 12612 W. Alameda Parkway, (Building);

WHEREAS, the Building sits on land owned by D. C. Burns Realty (Ground Lessor) and is subject to that certain ground lease between Ground Lessor and Safeway Corporation (Tenant) dated the 26th day of June, 1974 (Ground Lease) and which Ground Lease was assigned to the Sublessor on the 27thday of November, 1996 with Ground Lessor’s permission;

WHEREAS, the Building and ground subject to the Ground Lease is sometimes referred to herein as the “Property”;

WHEREAS, Sublessee wishes to lease 100% of the rentable square footage of the Building and all of the Property subject to this Lease/Sublease and the Ground Lease;

WHEREAS, Sublessor/Sublessor is willing to lease/sublease to the Sublessee in accordance with the terms hereof;

NOW, THEREFORE, in consideration of the rental payments to be made hereunder by Sublessee to Sublessor/Sublessor, and the mutual terms, covenants, and conditions hereinafter set forth, and for other good and valuable consideration the adequacy of which is admitted by all Parties, it is agreed as follows:

COVENANTS

1. Basic Lease Provisions

When used herein, the following terms shall have the indicated meanings:

a.	LANDLORD/SUBLESSOR :		Chalet Properties, LLC

	NOTICE ADDRESS		12612 West Alameda Parkway
			Lakewood, CO 80228
		attention:	Kemper Isely, Managing Member

b.	SUBLESSEE :		Vitamin Cottage Natural Food Markets, Inc.

	NOTICE ADDRESS :		12612 W. Alameda Parkway
			Lakewood, Colorado 80228
		attention:	Kemper Isely, Co-President

c.	GROUND LESSOR :

	NOTICE ADDRESS :		same as above
		attention:	Kemper Isely, Co-President

d.	GUARANTOR :		none

e.	SUBLEASED PREMISES :		Approximately 34,945 square feet regardless of measurement constituting part of the Property as shown on Exhibit “A”.

f.	SUBLEASE TERM:

	Commencement Date :		June 1, 2006

	Initial Term:		240 full calendar months ending at 5:00 p.m. Mountain time on May 31, 2026

	Renewal Term:		One (1) additional term of sixty (60) months

f.	BASE RENT :		$16,000/month for months 1-60
			$16,500/month for months 61-120
			$17,000/month for months 121-180
			$17,500/month for months 181-240

			Base Rent during the Initial Term shall payable in advance on the first day of each month beginning on June 1, 2006.

			Absolute triple net lease

g.	USE :	Natural food and food supplement store

h.	SECURITY DEPOSIT :	$6,500

i.	ADDITIONAL CHARGES	Commencing on the “Commencement Date” as defined below:

j.	SUBLEASE COMMON AREA COSTS :

	“CAM Percentage Contribution”:	100%

	Sublessee’s share of Ground Lease Rent, CAM Additional Rent and expenses	100%

2. Property

a. Sublessor/ Sublessor hereby leases/subleases to Sublessor, and Sublessor hereby leases all of the Property described in Exhibit A, which is attached hereto.

b. Sublessee acknowledges that Sublessor has not agreed to make any improvements to the Property or perform any work to ready the Property for occupancy by Sublessee. Sublessee also acknowledges that Sublessee has inspected the Property and is relying solely on this inspection and not on any statement or representation made by Sublessor or any agent of Sublessor regarding the physical condition of the Property or the Project. Sublessee accepts the Property “AS IS,” “WHERE-IS” and in its present condition. Sublessor makes and provides absolutely no warranties of fitness for purpose or use and Sublessee agrees to waive any warranties that it may have concerning the Property.

c. As the Property is subject to the Ground Lease, the terms, covenants and conditions of which are incorporated herein by this reference, the Sublessee specifically assumes and agrees to perform the terms, covenants and conditions of the Ground Lease and it acknowledges that it is responsible for the full and faithful performance of the same as though it were the Tenant/Subtenant therein.

3. Base Rent

a. The Base Rent shall be payable in advance on first day of each calendar month June 1, 2006, (Rent Commencement).

b. This is an absolute triple net lease (“NNN” or “Triple Net”) and, in addition to the Base Rent, the Sublessee shall be responsible for the payment of the following, all

of which shall be deemed to be “Additional Rent;” its: (i) 100% CAM Percentage Contribution (as described in paragraph 1 above,); (ii) 100% of real property taxes attributable to the Property; (iii) 100% of the Sublessor’s insurance attributable to the Property; (iv) 100% of the costs to maintain and repair the structural and non structural components of the Property; and, (v) 100% of all base rent, additional rent and other fees and costs associated with the Ground Lease.. Notwithstanding anything herein to the contrary and until further notice from the Sublessor, Sublessee shall directly pay the ground lease rent to the Ground Lessor. The Ground Lease rent is in addition to the Base Rent charged herein.

i. Upon execution of this Lease/Sublease by Sublessee, Sublessee shall deposit with Sublessor the Security Deposit. The Security Deposit shall be retained by Sublessor and may be applied by Sublessor, to the extent necessary, to pay and cover any loss, cost, damage or expense, including attorneys’ fees sustained by Sublessor by reason of the failure of Sublessee to comply with any provision, covenant, or agreement of Sublessee contained in this Lease. To the extent not necessary to cover such loss, cost, damage, or expense, the Security Deposit, without any interest thereon, shall be returned to Sublessee within sixty (60) days after the expiration of the Lease Term or as may be otherwise provided by law.

ii. The Security Deposit shall not be considered as an advance payment of rent or as a measure of the loss, cost, damage, or expense which is or may be sustained by Sublessor. If all or any portion of the Security Deposit is applied by Sublessor to pay any such loss, cost, damage, or expense, Sublessee shall, from time to time, promptly upon demand, deposit with Sublessor such amounts as may be necessary to replenish the Security Deposit to its original amount.

d. Sublessee acknowledges that late payment of Base Rent, Additional Rent and any other monies due hereunder will cause Sublessor to incur expenses in an amount that will be impractical or extremely difficult to ascertain. Accordingly, if any installment or payment of Base Rent or Additional Rent due from Sublessee is not received by Sublessor or Sublessor’s designee within ten (10) days of the due date, Sublessee shall pay to Sublessor as Additional Rent, a late fee equal to $500. The Parties agree that this late fee represents a fair and reasonable estimate of the cost that Sublessor will incur, in addition to interest on the money involved, because of the late payment. Acceptance of such late fee by Sublessor shall in no event constitute a waiver of any default with respect to such overdue amount or prevent Sublessor from exercising any or all of the other rights and remedies granted under this Lease.

4. Common Area

a. The “Common Area” is the entire area within the Property that is not otherwise part of the Building. The Common Area includes, without limitation, all structural components of the Property, and all facilities in and around the Building, that are intended for common use by Sublessee’s customers, invitees and employees, and which Common Area also

includes, but is not limited to driveways, driving lanes, parking areas, lighting, service areas, pylons, signs, sidewalks and landscaping.

b. Sublessee and Sublessee’s invitees, customers and employees shall have the nonexclusive right to use the Common Area in common with Sublessor, and its respective invitees, customers and employees for the use and purposes designated by Sublessor.

c. The Common Area shall be under the exclusive management and control of Sublessor or Sublessor’s agent. The manner of operation and the expenditures therefore shall be in Sublessor’s discretion. Sublessor shall have the right to designate, relocate and limit the use of particular areas or portions of the Common Area for the efficient management, operation, maintenance and use thereof, and Sublessee shall comply with these restrictions, so long as Sublessee’s right to use the Property is not materially adversely affected. Sublessor shall also have the right to permit entertainment events, as well as the placement of kiosks, carts, advertising and other displays in the Common Areas.

d. Subject to the provisions of the Ground Lease, Sublessor shall maintain the Common Area in good repair, including establishing (to the extent deemed necessary by Sublessor) reserves for and making replacements when and where necessary. “Common Area Expenses” shall include all costs and expenses incurred by Sublessor for the operation, maintenance, repair and replacement of the Common Area and for the management of the Property, including without limitation expenses for: (i) property management fees for Property; (ii) cleaning, sweeping and janitorial services; (iii) removal of rubbish; (iv) snow and ice removal’; (v) labor (including payment of wages, benefits and payroll taxes) to maintain the Common Area; (vi), materials and supplies in connection with the operation and maintenance of the Common Area; (vii) providing and maintaining utility systems and services, including payment of sewer service fees; (viii) maintaining, repairing, reserving for replacement of and replacing all sidewalks, curbs, walkways and paved areas, as well as the roof and structural portions of the all portions of the Property; (ix) landscaping, planting and irrigation systems; (x) signs; (xi) trash facilities, loading and delivery areas; (xii) lighting, drainage, and directional markers and bumpers; (xiii) maintaining and repairing security systems and alarms; (xiv) payment of premiums for workers’ compensation insurance, commercial general liability insurance and casualty insurance maintained by Sublessor with respect to the Property, as well as any deductible under any insurance which Sublessor pays in connection thereto;, (xv) payment of rental cost for or straight-line depreciation on tools, machinery and equipment used in connection with the Common Area; (xvi) payment of all personal property taxes and assessments levied or assessed against personal property located on or used to maintain the Common Area; (xvii) payment of any regulatory fee or surcharge or similar imposition imposed by governmental requirements; (xviii) payment of the cost of a security service and/or security system if Sublessor determines that such security is necessary, including servicing, maintaining and monitoring any fire sprinkler system; (xix) any alterations, additions, or improvements required to be made to the Common Area in order to comply with applicable laws, orders or regulation; and, (xx) all other items necessary to keep the Common Area in a state of good sanitary condition and repair.

e. In addition to the above, the Sublessee shall be responsible for, shall perform all duties, covenants and conditions relating thereto, and shall pay all fees associated with:

i. Commencing on the Lease Commencement Date, Sublessee shall pay to Sublessor monthly, as Additional Rent, Sublessee’s CAM Percentage Contribution. Such payments shall continue on each subsequent date on which a payment of Base Rent is due. Sublessee shall pay to Sublessor an amount equal to 1/12 th of Sublessee’s share of Common Area Expenses which Sublessor estimates will become payable with respect to the current Lease Year. Tenants CAM Percentage Contribution, Current Estimate, and its Current Payment” are set forth in paragraph 1 above.

ii. Sublessor shall provide Sublessee with a reconciliation of estimated and actual Common Area Expenses and of Sublessee’s CAM Percentage Contribution and Current Payment within one hundred twenty (120) days after the end of each calendar year. Sublessee shall pay any underpayment within ten days after billing and any overpayment shall be credited to the next installment of Additional Rent due from Sublessee under this Lease or, if the Term has ended, shall be refunded to Sublessee after any unsatisfied obligations of Sublessee to Sublessor have been satisfied.

iii 100% of the costs and fees associated with the Ground Lease all of which shall be due as Additional Rent.

f. Sublessor shall keep records showing in reasonable detail all expenses incurred for Common Area maintenance. These records will be made available to the Sublessee for inspection upon reasonable notice, for a period of two years after the end of any calendar year. In no event shall Sublessee be entitled to review records beyond the preceding two calendar years or to dispute Common Area Expenses that were incurred or charged before such two-year period. Sublessee shall have no right to withhold payment of its Pro Rata Share of Common Area Expenses pending resolution of any dispute over such expenses.

g. In addition to the Base Rent and the payment of the Sublessee’s CAM Percentage Contribution of the Common Area Expenses, Sublessee shall also pay when due:

i. Commencing on the Lease Commencement Date, Sublessee shall pay before delinquency all separately metered charges for water, gas, heat, electric power, sewer, telephone, trash removal, and all other services or utilities used in the Property. If any charges for utilities not separately metered and are therefore billed to Sublessor, the amount shall be prorated and Sublessee shall pay to Sublessor upon demand, as Additional Rent, an amount equal to that proportion of the total charges which the number of square feet of the Property bears to the total number of square feet of gross leasable area using such utilities. For utilities or services which are not separately metered, Sublessor may, in lieu of charging on the foregoing basis, charge Sublessee on the basis of Sublessee’s actual or reasonably estimated usage.

ii. Commencing on the Lease Commencement Date, Sublessee shall be liable for and shall pay before delinquency all taxes or other charges levied or assessed against trade fixtures, equipment, furnishings, merchandise, and other personal property at the Property, whether or not affixed to the realty. If any of Sublessee’s personal property is assessed as part of

the real property of which the Property are a part, Sublessee shall pay to Sublessor as Additional Rent upon demand the amount of such taxes or assessments levied or assessed against said personal property. For the purpose of determining said amount, figures supplied by the tax assessor or other taxing authority as to the amount so assessed shall be conclusive.

iii.

1. The term “Real Property Taxes” is used in the broadest possible sense and shall include: (1) any taxes, general or special assessment, license fees, business taxes, rental taxes, excise taxes, value added taxes, impositions in lieu of taxes, and levies and charges of every kind: (X) imposed by any governmental entity of any kind against or upon the Retail Portion, or any interest of Sublessor therein, including the right to receive rent or other income therefrom, the business of leasing, or the change in ownership of real property; or, (Y) imposed on the Retail Portion as a charge for any governmental services or improvements such as, but not limited to, fire or police protection, public transportation, street or sidewalk maintenance, or refuse removal; and (2) any imposition enacted by way of substitution for or in addition to all or any of the impositions described in clause (1) above; and (3) the reasonable costs incurred by Sublessor in contesting any such real property taxes or assessments, including fees of attorneys, consultants, accountants, and appraisers. Real Property Taxes shall not include Sublessor’s federal or state income, inheritance or estate taxes, or any taxes or other impositions or costs that are properly allocable to portions of the Project designated for office or residential purposes. Real Property Taxes for the first and last Lease Years shall be prorated to coincide with the beginning and end of the Term.

2. Sublessee shall pay to Sublessor, as Additional Rent, “Sublessee’s Tax Share” (as defined below) of the amount of all Real Property Taxes that accrue during the Term. Commencing on the Commencement Date, and continuing on each subsequent date on which a payment of Minimum Rent is due, Sublessee shall pay to Sublessor an amount equal to 1/12th of Sublessee’s share of the Real Property Taxes which Sublessor estimates will become payable with respect to the current Lease Year. Sublessor shall, after the end of each Lease Year, provide Sublessee with a reconciliation of estimated and actual Real Property Taxes and of Sublessee’s share of each. Sublessee shall pay any underpayment within ten days after billing and any overpayment shall be credited to the next installment of Additional Rent due from Sublessee under this Lease or, if the Term has ended, shall be refunded to Sublessee after any unsatisfied obligations of Sublessee to Sublessor have been satisfied.

3. For purposes of this Lease the “Sublessee’s Tax Share” shall be an amount equal to that proportion of the total Real Property Taxes which the number of square feet of the Property bears to the total number of square feet of gross leasable area assessed under such tax assessment.

5. Term and Renewal

a. The Term shall be as described above. Lease Commencement shall occur no later than 5:00 p.m. Mountain Time on June 1, 2006.

b. Sublessee shall be given the right to exercise one (1) additional renewal periods each for sixty (60) full calendar months (and each being referred to as the “First Renewal Term” and “Second Renewal Term” respectively). If exercised, the terms covenants and conditions of the Lease will remain the same as to each Renewal Term, except that the Base Rent for the first renewal period will increase to an amount mutually agreed upon between the Parties.

c. Sublessee may exercise its right to each Renewal Term only under the following conditions:

i. it cannot be in breach of the Lease on the date of exercise;

ii. it shall notify the Sublessor in writing of its intent to exercise the option to renew no less than one hundred and twenty (120) calendar days before the end of the current term.

iv. Sublessor and Sublessee shall sign a “Commencement of Renewal Term” agreement which shall set forth the date of the renewal, the term of 36 full calendar months; the Base Rent as found above, and the fact that the terms of the Lease not otherwise amended shall remain in full force and effect. The form shall be prepared by the Sublessor at the time. The failure of the Parties to sign the same shall not be deemed to be a material breach of the Lease or this Agreement.

d. Sublessee shall not be offered any additional rights to renew under this Agreement. Notwithstanding the same, the Parties agree that the Sublessee may subsequently lease the Property from the Sublessor under such terms and conditions upon which the Parties may agree.

6. Use

The property will be used only for the Use permitted under paragraph 1.

a The Sublessee will not:

i. make any unlawful, improper or offensive use of the Property and it will not suffer any waste thereof;

ii. permit any objectionable noise or odor to escape or to be emitted from said premises or do or permit anything to be done upon or about said premises in any way tending to create a nuisance;

iii. sell or permit to be sold any spirituous, vinous, or malt beverages

on said premises, excepting such as Sublessee may be licensed by law to sell and as may be herein expressly permitted; nor will he sell or permit to be sold any controlled substance on or about said premises.

iv. smoke in the Property.

b. The Sublessee shall:

i. comply at Sublessee’s own expense with all laws and regulations of any municipal, county, state, federal or other public authority respecting the use of said leased premises or the business carried on therein.

ii. regularly occupy and use the demised premises for the conduct of Sublessee’s business.

iii. agree to keep locked all common access doors after regular business hours.

iv. provide its own phone system to the Property.

7. Maintenance

a. The Sublessee hereby agrees to maintain and keep said Property including all structural and non structural components and all exterior and interior doors, walls, carpets, interior wiring, lighting fixtures and lamps, and all other interior appurtenances in good order and repair during the entire term of this Lease at Sublessee’s own cost and expense, and to replace all glass which may be broken or damaged during the term hereof in the windows and doors of said Property with glass of a quality as good as or better than that now in use.

b. Notwithstanding the foregoing, Sublessor may, from time to time, be permitted to work, in, on and around the Property with the understanding that any work done by the Sublessor shall be done in such a way as to minimize any interference with the Sublessee’s Use.

c. The Sublessee will not overload the floors of said Property in such a way as to cause any undue or serious stress or strain upon the building in which said demised Property is located.

d. All partitions, plumbing, electrical wiring, additions to, or improvements upon said leased Property, whether installed by the Sublessor or Sublessee, shall be and become a part of the building as soon as installed and the property of the Sublessor unless otherwise herein provided.

8. Sub lessor’s Entry onto Property

It shall be lawful for the Sublessor, his agents and representatives, at any reasonable time to enter into or upon said demised Property for the purpose of examining the condition thereof, or any other lawful purpose with the understanding, however, that the Sublessor may not unreasonably interfere with the clients of the Sublessee nor inspect any office which is then in use. Further Sublessor shall not give a key to the Property.

9. Assignment

a. The Sublessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this Lease, or any interest herein, or sublet, or permit any other person or persons to occupy the demised Property without the written consent of the Sublessor being first obtained in writing, which permission will not unreasonably be withheld.

b. In the event of any transfer permitted above, the use and operation being conducted in the Leased Property shall remain substantially unaffected and any assignee shall assume in writing the terms and conditions set forth herein to be observed and performed by Sublessee. It is further agreed that nothing herein contained shall be construed as releasing Sublessee from any of its liabilities or other obligations hereunder and following any transfer, Sublessee shall remain directly and primarily liable for all liabilities and obligations of “Sublessee” hereunder. Any transfer as described herein shall be known as a “Permitted Transfer.”

c. In the event of a Permitted Transfer, Sublessee shall provide Sublessor, on or before the effective date thereof, with written notice of such Permitted Transfer and a fully executed copy of all documents used to effectuate the transfer. In the case of an assignment, the instrument of assignment must expressly provide that the assignee assumes all obligations of “Sublessee” under this Lease.

10. Alterations

a. Sublessee shall not make or permit to be made any alterations, additions or changes (collectively called “Alterations”) to any part of the Property without first obtaining the written consent of Sublessor. Alterations shall be owned by Sublessee until the expiration or earlier termination of the Term. Any Alterations that are not deemed to be trade fixtures, shall become a part of the Property. Any Alterations designated by Sublessor for removal that remain in the Property after the time designated for removal shall be conclusively deemed abandoned and may be disposed of or retained by Sublessor as permitted by Law; title thereto shall be automatically vested in the Sublessor upon the termination of this Lease. Sublessee shall be liable for all damage to the Property and the Project arising from the installation or removal of any Alterations.

b. Any and all Alterations made by Sublessee shall be designed by a competent licensed architect or engineer and shall be made under the supervision of such architect or engineer by financially sound, bondable contractors of good reputation, in accordance with plans and

specifications (including material and color samples), approved in writing by Sublessor before commencement of any work.

c. Sublessor may require in connection with its consent to any Alterations that: (i). any contractor or major subcontractors provide payment and completion bonds in such amounts and with sureties acceptable to Sublessor; (ii) Sublessee deliver a set of plans and specifications approved by the building department; and (iii) Sublessee agree in writing to remove all or a portion of the Alterations as designated by Sublessor.

d. Sublessee shall perform or cause to be performed all work hereunder in accordance with such reasonable rules and regulations as Sublessor may from time to time prescribe with respect thereto, and in such manner so as not to obstruct or interfere with access to the premises of any other tenant or owner of any portion of the Project, the business of any such tenant or owner conducted therein, or any portion of the Common Area. Prior to commencing any work hereunder, Sublessee shall supply to Sublessor evidence that Sublessee’s contractor or contractors have procured such insurance as Sublessor may prescribe in connection with such work. Upon completion of any Alteration to the Property, Sublessee shall provide Sublessor with “as built” drawings reflecting the completed condition of such work.

e. Not less than ten days before starting any alteration or improvement consented to by Sublessor, Sublessee shall: (1) notify Sublessor of the names and addresses of all contractors, subcontractors and materialmen who may provide labor, services or materials in connection with such work, and (2) serve and post notice of the non-lienability of Sublessor’s interest in the Project pursuant to Colorado Revised Statutes Section 38-22-105(2), as amended (or the corresponding provisions of any future law).

f. Sublessee shall keep the Property free and clear of liens and claims resulting from any work performed or materials furnished to or at the direction of Sublessee. If any such lien is asserted or filed, Sublessee shall cause such lien to be satisfied and discharged within ten days thereafter, or, if Sublessee desires to contest such lien, then Sublessee shall deposit with Sublessor such security as Sublessor may reasonably demand to ensure payment of such lien and all related costs and expenses. In the event Sublessee fails to satisfy and discharge any such lien or to deposit security therefore with Sublessor, then Sublessor shall have the right (in addition any other remedies) to expend all sums necessary to contest or compromise and discharge such lien, by bonding or by payment, and Sublessee shall reimburse Sublessor upon demand for all such sums, including attorneys’ fees and costs.

11. Insurance

a. Sublessor covenants and agrees to maintain property insurance (Property Insurance) for the Property, in such amounts, from such company, with such deductible as Sublessor deems appropriate, in its sole discretion, including, without limitation, extended coverage and insurance for loss of rent, and boilers. Property Insurance obtained by Sublessor shall name Sublessee as an additional insured party and may, at Sublessor’s option, name any mortgagee as an

additional insured party as its interests may appear. Such insurance shall be made part of the Common Area Expenses.

b. Sublessee covenants and agrees to maintain throughout the Lease Term insurance coverage at least as broad as “ISO Causes of Loss — Special Form Coverage” against risk of direct physical loss or damage (commonly known as “all risk”) for the full replacement cost of Sublessee’s equipment, fixtures, improvements, and personal property in the Property. Sublessee covenants and agrees to maintain throughout the Lease Term a commercial general liability policy, including protection against death, personal injury, and property damage, issued by an insurance company qualified to do business in the state in which the Property is located and with a single limit of not less than $1,000,000.00 per occurrence. Such policy shall name Sublessor as an additional insured, be primary to any other similar insurance as such additional insureds, and provide that it may not be cancelled or modified without at least thirty (30) days prior notice to Sublessor.

c. Sublessor covenants and agrees to maintain a commercial general liability policy (Liability Insurance) covering any common area facilities of the Property in such amounts, from such company, with such deductible and on such terms and conditions as Sublessor deems appropriate, in its sole discretion, from time to time. Liability Insurance obtained by Sublessor need not name Sublessee as an additional insured party and may, at Sublessor’s option, name the Mortgagee as an additional insured party.

d. Sublessee at its expense, shall also maintain any and all insurance coverage required under the Ground Lease as though it were the Ground Lessee therein;

e. Sublessor and Sublessee waive all right of recovery against the other and its respective officers, partners, members, agents, representatives, and employees for loss or damage to its real and personal property kept in or about the Building or the Project which is capable of being insured against under ISO Causes of Loss — Special Form Coverage, or for loss of business revenue or extra expense arising out of or related to the use and occupancy of the Property. Each party shall, upon obtaining the property damage insurance required by this Lease, notify the insurance carrier that the foregoing waiver is contained in this Lease and use reasonable efforts to obtain an appropriate waiver of subrogation in the policies.

f. Sublessor and Sublessee shall cooperate with each other in the collection of any insurance proceeds which may be payable in the event of any loss, including execution and delivery of any proof of loss or other action required for such recovery.

g. If any portion of the Property be damaged or destroyed by fire or other casualty, Sublessee shall give prompt written notice thereof to Sublessor (Sublessee’s Notice of Damage).

h. Upon receipt of Sublessee’s Notice of Damage, Sublessor shall promptly proceed to determine the nature and extent of the damage or destruction and to estimate the time necessary to repair or restore the Property. As soon as reasonably possible, Sublessor shall give written notice to Sublessee stating Sublessor’s estimate of the time necessary to repair or restore the

Property (Sublessor’s Notice of Repair Time). If Sublessor reasonably estimates that repair or restoration of the Property cannot be completed within two hundred (200) days from the time of Sublessee’s Notice of Damage, Sublessor and Sublessee shall each have the option to terminate this Lease. If, however, the damage or destruction was caused by the act or omission of Sublessee or Sublessee’s agents, Sublessor shall have the option to terminate this Lease if Sublessor reasonably estimates that the repair or restoration cannot reasonably be completed within two hundred (200) days from the time of Sublessee’s Notice of Damage, but Sublessee shall not have the option to terminate this Lease. Any option granted hereunder shall be exercised by written notice to the other party given within ten (10) days after Sublessor’s Notice of Repair Time. If either Sublessor or Sublessee exercises its option to terminate this Lease, the Lease Term shall expire ten (10) days after the notice by either Sublessor or Sublessee exercising such option to terminate this Lease. Following termination of this Lease under the provisions hereof, Sublessor shall refund to Sublessee such amounts of Rent paid by Sublessee as may be applicable to the period subsequent to the time of Sublessee’s Notice of Damage less the reasonable value of any use or occupation of the Property by Sublessee subsequent to the time of Sublessee’s Notice of Damage.

i. If the Building shall be damaged or destroyed by fire or other casualty to the extent of 33-1/3% or more of the replacement value of the Property, Sublessor may elect not to reconstruct or rebuild the Property. Upon written notice to Sublessee given within twenty (20) days after Sublessor’s Notice of Repair Time, this Lease shall terminate and Sublessor shall refund to Sublessee such amounts of Rent paid by Sublessee for the period after such damage less the reasonable value of any use or occupation of the Property by Sublessee during such period.

j. If repair and restoration of the Property can be completed within the period specified above, in Sublessor’s reasonable estimation, or if neither Sublessor nor Sublessee terminate this Lease as provided above, then this Lease shall continue in full force and effect and Sublessor shall proceed forthwith to cause the Property (including any improvements constructed by Sublessor but excluding any alterations, improvements„ fixtures and personal property constructed or owned by Sublessee) to be repaired and restored with reasonable diligence and there shall be abatement of Rent proportionate to the extent of the space and period of time that Sublessee is unable to use and enjoy the Property.

k. The proceeds of any Property Insurance maintained on the Property, other than property insurance maintained by Sublessee on fixtures and personal property of Sublessee, shall be paid to and become the property of Sublessor, subject to any obligation of Sublessor to cause the Property to be repaired and restored and further subject to any rights under any mortgage encumbering the Property to such proceeds. Sublessor’s obligation to repair and restore the Property provided herein is limited to the repair and restoration that can be accomplished with the proceeds of any Property Insurance maintained on the Property. The amount of any such insurance proceeds is subject to any right of any mortgagee to apply such proceeds to its secured debt under its mortgage.

12. Condemnation.

a. A “Taking” shall mean the taking of all or any portion of the Property as a result of the exercise of the power of eminent domain or condemnation for public or quasi-public use

or the sale of all or part of the Property under the threat of condemnation. A “Substantial Taking” shall mean a Taking of twenty-five percent (25%) or more of the floor area of the Property. An “Insubstantial Taking” shall mean a Taking which does not constitute a Substantial Taking.

b. If there is a Substantial Taking with respect to the Property, the term of this Lease/Sublease shall expire on the date of vesting of title pursuant to such Taking. Thereafter, the Sublessor shall refund to Sublessee such amounts of Base Rent and Additional Rent theretofore paid by Sublessee as may be applicable to the period subsequent to the time of termination of this Lease.

c. In the event of an Insubstantial Taking with respect to the Property, this Lease shall continue in full force and effect, Sublessor shall proceed forthwith to cause the Property (but excluding any alterations, improvements, fixtures, and personal property constructed or owned by Sublessee), less such Taking, to be restored as near as may be to the original condition thereof and there shall be abatement of Rent proportionate to the extent of the space so taken.

d. The total award, compensation, damages or consideration received or receivable as a result of a Taking (Award) shall be paid to and be the property of Sublessor, including, without limitation, any part of the Award made as compensation for diminution of the value of this leasehold or the fee of the Property. Notwithstanding the foregoing, Sublessee shall be entitled to a separate award, for the loss of Sublessee’s personal property, diminution in value of the leasehold (if applicable) the loss of Sublessee’s business and profits, and Sublessee’s moving expenses.

13. Termination and Remedies

a. In the event that any of the following events shall occur, Sublessee shall be deemed to be in default of Sublessee’s obligations under this Lease (each of the following shall be referred to as a “Default by Sublessee”).

i. if Sublessee fails to pay Base Rent, Additional Rent, or any other amounts payable by Sublessee within ten (10) days after such rental or other amount is due under the terms of this Lease.

ii. if Sublessee breaches or fails to comply with any non-monetary agreement, term, covenant or condition in this Lease/ Sublease applicable to Sublessee and/or if Sublessee fails to observe and perform under any term, covenant or condition of the Ground Lease which it is otherwise required to perform under the Lease/Sublease, and Sublessee fails to cure such breach or failure within the earlier of the time for cure permitted under the Ground Lease or thirty (30) days after notice thereof by Sublessor to Sublessee. If such breach or failure to comply cannot be reasonably cured within such 30-day period, Sublessee shall not be deemed to be in default thereof if Sublessee shall in good faith commence to cure such breach or failure to comply within such 30-day period and shall diligently proceed therewith to completion within a period not to exceed sixty (60) days following such notice.

iii. Sublessor shall not be required to give written notice of a non-monetary default more than once in any twelve month period during the Lease Term. Should Sublessee breach any non-monetary term herein more than one time in each twelve month period, then the said subsequent failure to perform under the terms of this Sublease shall be a Default by Sublessee without notice or demand.

iv. if Sublessee shall leave the Property unoccupied for fifteen (15) consecutive days or shall vacate and abandon the Property.

v. if Sublessee’s interest under this Sublease or in the Property shall be taken by execution of levy, or by other process of law directed against Sublessee, or shall be subject to any attachment at the instance of any creditor or claimant against Sublessee and said execution of levy or attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof.

vi. if Sublessee shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved, or shall make an assignment for the benefit of creditors, or if involuntary proceedings under any such bankruptcy or insolvency law or for the dissolution of Sublessee shall be instituted against Sublessee or a receiver or trustee shall be appointed for the property or for all or substantially all of the property of Sublessee, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within sixty (60) days after such institution or appointment.

b. Upon the occurrence of any Default by Sublessee, Sublessor shall have the right, at Sublessor’s election, then or any time thereafter, to exercise any one or more of the following remedies:

i. In the event of a Default by Sublessee, Sublessor may, at Sublessor’s option, but without obligation to do so, and without releasing Sublessee from any obligations under this Sublease, make any payment or take any action as Sublessor may deem necessary or desirable to cure any such Default by Sublessee in such manner and to such extent as Sublessor may deem necessary or desirable. Sublessor may do so without demand on, or written notice to, Sublessee and without giving Sublessee an opportunity to cure such Default by Sublessee. Sublessee covenants and agrees to pay to Sublessor, within ten (10) days after demand, all advances, costs and expenses of Sublessor in connection with the making of any such payment or the taking of any such action including, without limitation: (a) a charge in the amount of five hundred dollars ($500.00) payable to Sublessor to compensate for the administrative overhead attributable to such action; (b) reasonable attorneys’ fees; and, (c) interest as hereinafter provided from the date of payment of any such advances, costs and expenses by Sublessor. Action taken by Sublessor may include commencing, appearing in, defending or otherwise participating in any action or proceeding and paying, purchasing, contesting, or compromising any claim, right, encumbrance, charge, or lien, with respect to the Property which Sublessor, in its discretion, may deem necessary or desirable to protect its interest in the Property and under this Sublease. In the event that the Sublease Term has expired or

Sublessee is no longer occupying the Property, Sublessor shall be entitled to take such actions as provided herein without Sublessor being required to provide the notice to Sublessee.

ii. In the event of a Default by Sublessee, Sublessor may terminate this Sublease, effective at such time as may be specified by written notice to Sublessee, and demand (and, if such demand is refused, recover) possession of the Property from Sublessee. Sublessee shall remain liable to Sublessor for damages in an amount equal to the Base Rent, any amounts due under the Ground Lease and other sums which would have been owing by Sublessee hereunder for the balance of the Sublease Term, had this Sublease not been terminated, less the net proceeds, if any, of any reletting of the Property by Sublessor subsequent to such termination, after deducting all Sublessor’s expenses in connection with such recovery of possession or reletting. Sublessor shall be entitled to collect and receive such damages from Sublessee on the days on which the Base Rent, Additional Rent and other amounts would have been payable if this Sublease had not been terminated. Alternatively, at the option of Sublessor, Sublessor shall be entitled to recover forthwith from Sublessee, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination of this Sublease, represents the excess, if any, of: (a) the aggregate of the Base Rent, Additional Rent and all other sums payable by Sublessee that would have accrued for the balance of the Sublease Term, over; (b) the aggregate rental value of the Property for the balance of the Sublease Term, both discounted to present worth at the rate of 8% per annum.

iii. In the event of a Default by Sublessee, Sublessor may reenter and take possession of the Property, including the real property described in the Ground Lease, or any part thereof, without demand or notice, and repossess the same and expel Sublessee and any party claiming by, under or through Sublessee, and remove the effects of both using such force for such purposes as may be necessary, without being liable for prosecution on account thereof or being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or right to bring any proceeding for breach of covenants or conditions. No such reentry or taking possession of the Property by Sublessor shall be construed as an election by Sublessor to terminate this Sublease unless a written notice of such intention is given to Sublessee. No notice from Sublessor hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Sublessor to terminate this Sublease unless such notice specifically so states. Sublessor reserves the right, following any reentry or reletting, to exercise its right to terminate this Sublease by giving Sublessee such written notice, in which event this Sublease shall terminate as specified in said notice. After recovering possession of the Property, Sublessor may, from time to time, but shall not be obligated to, relet the Property, or any part thereof, for the account of Sublessee, for such term or terms and on such conditions and upon such other terms as Sublessor, in its sole and subjective discretion, may determine. Sublessor may make such repairs, alterations or improvements as Sublessor may consider appropriate to accomplish such reletting, and Sublessee shall reimburse Sublessor upon demand for all costs and expenses, including attorneys’ fees, which Sublessor may incur in connection with such reletting. Sublessor may collect and receive the rents for such reletting but Sublessor shall in no way be responsible for or liable for any failure to relet the Property, or any part thereof, or for any failure to collect any rent due upon such reletting. Notwithstanding Sublessor’s recovery of possession of the Property, Sublessee shall continue to pay on the dates herein specified, the Base Rent, Additional Rent and other amounts which would be payable hereunder if such repossession had not occurred. Upon the expiration or earlier termination of this

Sublease, Sublessor shall refund to Sublessee any amount, without interest, by which the amounts paid by Sublessee, when added to the net amount, if any, recovered by Sublessor through any reletting of the Property, exceeds the amounts payable by Sublessee under this Sublease. If, in connection with any reletting, the new lease term extends beyond the existing Sublease Term, or the premises covered thereby include other premises not part of the Property, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith shall be made in determining the net amount recovered from such reletting.

c. All costs and expenses incurred by Sublessor in connection with collecting any amounts and damages owing by Sublessee pursuant to the provisions of this Sublease or to enforce any provision of this Sublease, including reasonable attorneys’ fees, whether or not any action is commenced by Sublessor, shall be paid by Sublessee to Sublessor upon demand.

d. Exercise of any of the remedies of Sublessor under this Sublease shall not prevent the concurrent or subsequent exercise of any other remedy provided for in this Sublease or otherwise available to Sublessor at law or in equity. All remedies are cumulative.

14. Property on Termination.

At the expiration of said term or upon any sooner termination thereof, the Sublessee will peaceably and quietly quit and deliver up said leased Property to the Sublessor broom-clean and in as good order and condition, reasonable use and wear excepted, as the same was in as of the date of this Sublease. Notwithstanding the foregoing, the Sublessee may take from the Property all movable trade fixtures, furniture, fixtures, equipment, refrigeration equipment including all compressors, walk-in, reach-in and other coolers, inventory and the like so long as the Sublessee repairs any damage caused thereby.

15. Environmental Warranties.

a. Sublessee warrants, represents and covenants as follows:

i. Sublessee shall conduct no activity or allow to be conducted any activity or use of the property which would result in the presence of any “Hazardous Materials” or any “Hazardous Materials Contamination” on the property.

iv. Sublessee will obtain all necessary federal, state and local environmental permits necessary for its business and use of the property;

v. Sublessee will at all times be in full compliance with the terms and conditions of its environmental permits;

vi. Sublessee will be in compliance with all applicable federal, state, and local environmental statutory and regulatory requirements, other than those contained in its permits;

vii. There are no pending environmental civil, criminal, or administrative proceedings against Sublessee;

viii. Sublessee knows of no threatened civil, criminal, or administrative proceedings against it relating to environmental matters;

ix. Sublessee knows of no fact or circumstances that may give rise to any future civil, criminal, or administrative proceedings against it relating to environmental matters.

b. Sublessor warrants, represents and covenants as follows:

i. Sublessor is aware that the Property formerly housed a gasoline station. As such he agrees that the Property is, or may be contaminated with petrochemical waste, Hazardous Materials, Hazardous Materials Contamination (up to and through the date on which the Sublessor delivers the Property to the Sublessee “Substantially Completed” (as that term is defined in Exhibit B), underground storage tanks (UST), lead paint, and asbestos.

ii. Sublessor agrees that he is solely and primarily liable for, and shall remediate at his own cost and expense all Hazardous Materials, Hazardous Materials Contamination (occurring up to and through the date on which the Sublessor delivered the Property to the Sublessee Substantially Completed), UST, lead paint and asbestos. Sublessor will obtain all necessary federal, state, and local environmental permits necessary for such remediation or shall provide credible proof from the governmental authority in charge of the same, that such remediation as been satisfied or is otherwise not required.

iii. Sublessor will at all times be in full compliance with the terms and

conditions of its environmental permits;

iv. Sublessor will be in compliance with all applicable federal, state, and local environmental statutory and regulatory requirements, other than those contained in its permits;

v. Sublessor knows of no pending environmental civil, criminal, or administrative proceedings against Sublessee;

vi. Sublessor knows of no threatened civil, criminal, or administrative proceedings against it relating to environmental matters;

vii. Sublessor knows of no fact or circumstances that may give rise to any future civil, criminal, or administrative proceedings against it relating to environmental matters.

16. Indemnification .

a. Sublessee shall indemnify Sublessor and shall hold Sublessor harmless from any and all loss, damages, suits, penalties, costs, liability, and expenses (including, but not limited to reasonable investigation and legal expense) arising out of any claim for loss or damage to the Property, and the real property subject to the Ground Lease, injuries to or death of persons, contamination of or adverse effects on the environment, or any violation of statutes, ordinances, orders, rules, or regulations of any governmental entity or agency, or any damage, loss, cause of action, cost to remediate or otherwise caused by, or resulting from any Hazardous Materials or Hazardous Materials Contamination that becomes present on or under the subject Property by reason of Sublessee’s activity and use unless caused by the gross negligence of the Sublessor

b. Sublessor shall indemnify Sublessee and shall hold Sublessee harmless from any and all loss, damages, suits, penalties, costs, liability, and expenses (including, but not limited to reasonable investigation and legal expense) arising out of any claim for loss or damage to the Property, injuries to or death of persons, contamination of, or adverse effects on the environment, or any violation of statutes, ordinances, orders, rules, or regulations of any governmental entity or agency, and any damage, loss, cause of action, cost to remediate or otherwise by, or resulting from any Hazardous Materials or Hazardous Materials Contamination that becomes present on or under the subject Property by reason of Sublessee’s activity and use unless caused by the gross negligence of the Sublessee.

17 Signs

a. Sublessee may, at Sublessee’s sole cost and expense, erect upon the interior area of the Property all signs and advertising material customary and appropriate in the conduct of Sublessee’s business that comply with all applicable legal requirements. Notwithstanding the foregoing, Sublessee shall not erect or install, any sign that is visible from

outside the Property without Sublessor’s prior written approval; and such approval shall not be unreasonably withheld, conditioned or delayed. It shall not be unreasonable for Sublessor to withhold or condition approval based on esthetic or other considerations that, in Sublessor’s judgment, affect the image of the Property.

b. Sublessee may, at its cost and expense, install an exterior sign on its store fascia that complies with all applicable municipal and state regulations and those rules of the Sublessor.

c. Sublessee’s signs and advertising material shall be professionally designed and manufactured and shall be installed and removed by a licensed electrician (if applicable). Sublessee’s signs must be installed and operating concurrently with Sublessee’s opening for business. Sublessee’s sign box and/or raceway, if any, shall be deemed real property once installed, but Sublessee shall remove Sublessee’s sign lettering when it surrenders the Property.

18. SUBORDINATION AND ATTORNMENT

a. This Sublease and Sublessee’s interest in the Property shall be junior and subordinate to the Ground Lease and to any mortgage or deed of trust now or hereafter encumbering the Property. No further act or agreement shall be necessary to accomplish or evidence such subordination, but Sublessee shall, upon request by Sublessor or by any mortgagee or deed of trust beneficiary, execute such additional documents as may be appropriate to confirm and ratify the subordinate status of this Sublease and of Sublessee’s interest in the Property. Sublessee shall also, if any mortgagee or deed of trust beneficiary so requires, execute such documents as may be necessary to make this Sublease and Sublessee’s interest in the Property prior and superior to any such mortgage or deed of trust, provided that no such document shall require Sublessee to consent to any material change in this Sublease.

b. If title to the Property or the Building is transferred through or in lieu of foreclosure of any mortgage or deed of trust, Sublessee shall, if so requested by the person acquiring such title as a result of such transfer, but not otherwise, attorn to such person and execute such documents as may be appropriate to confirm that this Sublease remains in full force and effect notwithstanding such transfer, provided that no such document shall require Sublessee to consent to any material change in this Sublease.

19. Miscellaneous

a. This Sublease does not grant Sublessee any right to access air and light over the property.

b. Sublessor and Sublessee agree that any provisions of this Sublease that must survive in order to remain in full force and effect even after termination of this Sublease

shall survive the termination and/or expiration of this Sublease.

c. Sublessor warrants and represents that Sublessor is the owner of the leased Property and has full authority and right to lease the Property and enter into this Sublease. Sublessor will defend Sublessee’s right to quiet enjoyment of the leased Property from the claims of all persons during the lease term.

d. In the event the Sublessee for any reason shall hold over after the expiration of this Sublease, such holding over shall not be deemed to operate as a renewal or extension of this Sublease, but shall only create a tenancy from month to month which may be terminated at will at any time by the Sublessor. In such an event the rent for any said month shall be 125% of the Base Rent and 100% of the Additional Rent received in the last month of the last term of the Sublease.

g. If either party to this Sublease shall be delayed in or prevented from performing any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrections, war or other reason not the fault of the party delayed, then performance of such act shall be excused for the period of the delay, and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this subparagraph (g) shall not operate to excuse Sublessee from prompt payment of Base Rent, Additional Rent, or any other payment required by the terms of this Sublease.

h. This Sublease contains the entire understanding of the parties in reference to the subject matter found herein. This Sublease supersedes any prior leases, covenants or understandings of the parties with reference to the subject matter herein. This Sublease may be amended only in writing to be signed and dated by all parties hereto.

i. This Sublease shall be interpreted in accordance with the laws of the state of Colorado. Venue shall be proper in the District Court in and for the county in which the Property is located.

j. In the event of any litigation concerning this Sublease, the “Prevailing Party” to the litigation shall be awarded reasonable attorney=s fees in addition to any other damages awarded by the court. For the purposes of this Sublease, the “Prevailing Party” shall be deemed to be that party that has obtained the greatest net judgment in money or money equivalent. If money or money-equivalent has not be awarded, then the Prevailing Party shall be deemed to be that Party that has prevailed on a majority of the material issues before the court.

k. From time to time the Sublessor may promulgate reasonable rules and regulations concerning the Property. When delivered, the same shall be made part of this Sublease as though set forth in full herein.

m. The covenants and conditions in this Sublease are in all respects subject to the easements, covenants, conditions and restrictions declaration of restrictions or reciprocal easement agreement or similar document, short form or memorandum of lease, of any tenant lease affecting the Property to which the Property is subject, provided that no such document shall interfere with Sublessee’s right to use the Property in accordance with the terms of this Sublease.

n. Within ten days after request by Sublessor, Sublessee shall execute and deliver to Sublessor, or to any current or prospective lender or purchaser specified by Sublessor, an estoppel certificate stating that this Sublease is unmodified (or if modified, stating the modifications) and in full force and effect, and stating any defenses or offsets claimed by Sublessee, the amount of Minimum Rent then currently payable, the dates to which the Rent has been paid in advance, the amount of any security deposit or prepaid rent, the Sublease Commencement Date, the Rent Commencement Date, the Sublease Expiration Date, that Sublessee is in possession of the Property, and any other information concerning the Sublease that Sublessor may reasonably request. Failure to deliver such a certificate within 15 days after request by Sublessor shall be a default under this Sublease, and Sublessee shall be bound conclusive by any representation Sublessor may make with regard to the matters that were to have been covered by the certificate.

o. The captions are for convenience only and shall not affect the interpretation of this Sublease. All exhibits attached hereto are made a part of this Sublease. Wherever the context so requires, the singular shall include the plural, the plural shall refer to the singular, and the masculine and feminine genders shall be substituted for the neutral gender. Subject to any grace periods provided herein, time is of the essence of this Sublease and each of the provisions in which performance is a factor, and failure to perform within the time so limited shall be deemed a material breach of this Sublease. If any provision of this Sublease shall to any extent be held to be invalid by a court, the remaining provisions shall remain in effect and shall in no way be impaired thereby.

q. If during the Term of this Sublease, Sublessor conveys its interest in the

Property, then from and after the effective date of the conveyance, Sublessor shall be released and discharged from any and all further obligations and responsibilities under the Sublease.

r. Sublessor and Sublessee each hereby waive trial by jury in any action or proceeding brought by either of them against the other concerning this Sublease.

s. Sublessor reserves the absolute right to permit such other tenancies on, in or around Property as Sublessor determines, in the exercise of its sole discretion, may best promote its interests. Sublessor does not warrant, represent or covenant, expressly or impliedly, that any specific lease or leases now or hereafter in effect between Sublessor and any third parties will be continued in effect for any period of time, or that any other tenant or tenants or owner shall during the Term continue to occupy any space in the Project. Sublessee acknowledges and agrees that, in entering into this Sublease, Sublessee has not relied upon the continued existence or operation of any other tenant or tenants or owner within the Project, whether or not any other lease is in existence or is expected to exist at the time this Sublease is executed.

t. This Sublease may be executed in several counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same Sublease.

u. Notwithstanding anything herein to the contrary Sublessee covenants and agrees to observe and perform all of the terms, covenants, and conditions to be performed by Sublessor under the Ground Lease , and further covenants and agrees not to do or suffer or permit anything to be done which would result in a default under or cause the Ground Lease to be terminated. All of the terms, covenants, and conditions of the Ground Lease are hereby incorporated herein with the same force and effect as if herein set forth in full. All grace and cure periods specified in the Ground Lease shall, for purposes of determining compliance by Sublessee with the provisions hereof, be each reduced by five (5) days.

v. In no event shall Sublessor ever be liable to Sublessee for penalties or liquidated damages, or for special, indirect, consequential, or incidental losses or damages including, but not limited to, lost profits, lost or damaged data, loss of use of facility or equipment, or the failure or increased expense of operations, regardless of whether any such losses or damages are characterized as arising from breach of contract, breach of warranty, tort, strict liability, or otherwise, even if Sublessor is advised of the possibility of such losses or damages, or if such losses or damages are foreseeable.

v In the event of any inconsistency between the terms of the Ground Lease incorporated herein by reference and any of the other terms, conditions, or provisions of this Sublease, such inconsistency,

(i) if it relates to obligations of or restrictions on Sublessee, will be resolved in favor of that obligation which is more onerous to Sublessee or that restriction which is more restrictive of Sublessee, as the case may be; or

(ii) if it relates to the rights of or benefits to be conferred on Sublessee, will be

resolved in favor of the Sublease.

DONE AS OF THE DATE FIRST FOUND ABOVE.

LESSOR/SUBLESSOR		SUBLESSEE


CHALET PROPERTIES, LL		VITAMIN COTTAGE NATURAL

by:	/s/ Kemper Isely	by	/s/ Zephyr Isely
Kemper Isely			Zephyr Isely
Managing Member			Co-President

EXHIBIT 10.23

LEASE

By this Lease, made the 1 st day of September, 2011, (the “Effective Date”) between Chalet Properties, LLC, a Colorado limited liability company, hereinafter called “Landlord,” and Vitamin Cottage Natural Food Markets, INC ., a Colorado corporation, hereinafter called “Tenant;”

Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, for a term commencing on the Rent Commencement Date (as hereinafter defined), and continuing for fifteen (15) years thereafter, as such dates shall be adjusted pursuant to Article 2 herein, the premises to include both the real property and a building and other improvements located 101 West 29 th Street in the City of Pueblo, County of Pueblo, State of Colorado, together with all improvements, appurtenances, easements and privileges belonging thereto.

1. THE TERMS, COVENANTS AND CONDITIONS OF SAID LETTING ARE AS FOLLOWS:

a. Tenant shall pay a fixed rent per month (“Fixed Rent”) for the Leased Premises to Landlord at the office of Landlord or to such other person or at such other place as Landlord may designate in writing as set forth below:

Commencing on the Rent Commencement Date (as defined in Article 5 hereof) and continuing thereafter for the remainder of the Term (as defined in Article 2(b) hereof), Fixed Rent shall be payable on the first business day of each and every month in advance and shall be properly apportioned for any period less than a full calendar month.

Month of Lease Term	Monthly Fixed Rent
1-4	$	11,000.00
5-60	$	13,000.00
61-120	$	14,250.00
121-180	$	15,500.00
181-240*	$	16,500.00
241-300*	$	17,500.00
301-360*	$	18,500.00

* if applicable

b. This is a triple net lease. It is the agreement of Landlord and Tenant that the Fixed Rent payable hereunder shall be fully net to Landlord and that Tenant shall be responsible for the payment of all expenses of every kind and nature related to the occupancy, operation, maintenance and repair of the Building and Leased Premises during the Term, except any and all expenses incurred in connection with Landlord’s obligations as provided for herein, and excepting those specifically covered by third party warranties. All such third party warranties shall be assigned to and inure to the benefit of Tenant. During the Term, Tenant shall pay all Operating Expenses (as hereafter defined) directly to the vendor, provider or supplier thereof and shall pay all real estate taxes (as hereafter defined) directly to the appropriate taxing authority on or before the due date of all such charges. “Operating Expenses” shall mean all operating expenses of any kind or nature (excluding any costs related to Landlord’s overheard, administrative and management costs and expenses, employee salaries, etc.) which are incurred with respect to the occupancy, operation, maintenance and repair of the Building and Leased Premises, except those repairs specifically covered by third party warranties.

c. Intentionally Omitted.

d. Until further notice by Landlord to Tenant, rent checks shall be payable to and mailed to:

Chalet Properties, LLC

c/o Kemper Isely

12612 W Alameda Parkway

Lakewood, Colorado 80228

Landlord shall, prior to the Rent Commencement Date, provide Tenant with a completed IRS Form W-9. Any successor to Landlord shall likewise provide Tenant with such completed IRS Form W-9 as a condition precedent to any rent or other payment from Tenant.

2. INITIAL TERM. TERM. LEASE YEAR. OPTIONS

a. The initial term of this Lease shall commence as set forth in subparagraph (b) below. Tenant shall have no obligation to pay rents or other charges prior to the Initial Term nor shall any of the same accrue; all rents and other charges specified in this Lease shall commence as of the date that the term commences, unless otherwise expressly provided herein.

b. The initial term of this Lease shall commence on the Rent Commencement Date (as defined in Article 5), and shall continue for fifteen (15) years thereafter (the “Initial Term”); provided, however, that if such Rent Commencement Date be other than the first day of the calendar month, then the Initial Term shall continue to and include the last day of the same calendar month of the fifteenth (15th) year thereafter. Hereinafter the Initial Term and any Extended Lease Terms (as defined below) are referred to as the “Term”.

c. The first lease year shall commence on the Rent Commencement Date and, if such date shall be on the first day of a calendar month, shall end twelve months thereafter, or, if such date be other than the first day of a calendar month, shall end on the last day of the same calendar month of the first year thereafter, and each succeeding lease year shall be each succeeding twelve month period.

d. Tenant shall have the option to extend the Term for three (3) additional periods of five (5) years each (the additional period(s) being hereinafter referred to as “Extended Lease Term(s)”), with such Extended Lease Term(s) to begin upon the expiration of the Initial Lease Term (or the prior Extended Lease Term, as the case may be) and the same terms and conditions as herein set forth shall apply to such Extended Lease Term, but there shall be no further option to extend the Term after expiration of the third (3rd) Extended Lease Term. If Tenant wishes to exercise an option to extend the Term, it shall do so by giving written notice to Landlord not less than nine (9) months, nor more than twenty-four (24) months, prior to the expiration of the Initial Term (or the prior Extended Lease Term, as the case may be). Notwithstanding the foregoing, Tenant may exercise any such option only if, at the time of notice of exercise of such option and as of the date of the commencement of the Extended Lease Term (i) Tenant is then conducting business operations on the Leased Premises, and (ii) there is not then in existence a Tenant default under the Lease, and (iii) no previous option has remained unexercised by Tenant.

Notwithstanding anything in this Article to the contrary, should Tenant fail to timely provide written notice of its election to exercise an Extended Lease Term, Landlord will notify Tenant in writing that it has missed the deadline and Tenant shall have ten (10) days after receipt of such notice from

Landlord to provide Landlord with written notice of its election to exercise an option to extend. If Tenant fails to provide notice to Landlord within such 10-day period, Tenant’s option to extend (and any future options to extend) will be terminated and Tenant will be deemed to have waived its option to extend.

e. Notwithstanding the foregoing provisions of Sections (b) and (d) above of this Article 2: (i) if the Term shall expire during the month of October, November or December of any year, then Tenant may, at its option by notice to Landlord not later than three (3) months prior to the end of the Term, elect to extend the Term until the immediately following January 31 st ; and (ii) if the effective date of termination by Tenant under Section (d) above shall occur during the month of October, November or December of any year, then Tenant may, at its option by notice to Landlord not later than three (3) months prior to the effective date of termination, elect to extend the effective date of termination until the immediately following January 31 st .

3. DELIVERY OF POSSESSION

a. Tenant has possession of the Premises.

4. Reserved

5. RENT COMMENCEMENT

a. Tenant shall commence paying Fixed Rents pursuant to Article 1 hereof September 1, 2011

6. PARKING AND LATENT DEFECTS

Tenant, at Tenant’s cost and expense, shall maintain, repair and replace the parking areas of the Leased Premises. However, Tenant shall have no obligation to perform nor pay any costs in connection with the following: (i) any damages caused by the fault of Landlord Lease. The parking areas shall be for the exclusive use of Tenant and Tenant’s customers, employees, invitees, successors, assigns and sublessees.

7. EXCLUSIVES

a. Landlord covenants and agrees that, during the Term and any extensions or renewals thereof, no additional property which Landlord, directly or indirectly, may now or hereafter own or control, and which is contiguous to, or which is within five hundred (500) feet of any boundary of, the Leased Premises, will be used by a grocery, nutritional supplements, and/or produce store excluding incidental sales (the “Exclusive Use”).

b. In the event Landlord violates the Exclusive Use as described above and is unable to cure the same and if such failure continues for thirty (30) days after receipt of notice from Tenant (unless such breach cannot be cured in thirty (30) days and Landlord has commenced action to cure the breach and is diligently attempting to cure the breach), then as Tenant’s exclusive remedy for said Exclusive Use violation by Landlord, Fixed Rent (but not any other sums due from Tenant under this Lease; hereinafter said sums are referred to as “Additional Rent”) shall abate and, in lieu thereof, Tenant will pay one-half (1/2) Fixed Rent (plus Additional Rent), (“Alternative Minimum Rent”) for the period of time during which such violation continues. If any such violation continues for more than eighteen (18) full calendar

months after the payment of Alternative Minimum Rent commences (“Correction Deadline”), then Tenant, at its sole discretion, shall have the one-time right to terminate this Lease by giving thirty (30) days written notice of termination delivered to Landlord within thirty (30) days after the Correction Deadline. If Tenant does not timely exercise the aforesaid right to terminate the Lease, then the Fixed Rent shall automatically revert to full Fixed Rent effective as of the expiration of the Correction Deadline. This notwithstanding, in the event another occupant or tenant leasing space violates the Exclusive Use without Landlord’s permission or consent (a “Rogue Tenant”), Tenant shall deliver written notice of such violation to Landlord and Landlord shall endeavor to cause such tenant to cease violation of the Exclusive Use, which may include seeking injunctive relief to enjoin or restrain such tenant from violating the Exclusive Use and provided Landlord has exercised such efforts to cause such Rogue Tenant to cease violation of the Exclusive Use, Landlord shall not be deemed to be in violation of its obligations under this Lease.

c. In the event that Tenant files suit against any party to enforce the foregoing restrictions, Landlord agrees to cooperate fully with Tenant in the prosecution of any such suit, and reimburse Tenant for all of attorneys’ fees and court costs incurred by Tenant in connection with such suit, notwithstanding its resolution. For purposes hereof “contiguous” shall mean property that is either adjoining the Leased Premises or separated from the Leased Premises only by a public or private street, alley or right-of-way.

d. If after the Effective Date of the Lease, the Landlord enters into any agreement the effect of which is to declare as illegal the Tenant’s Exclusive Use, Landlord shall defend (by counsel reasonably satisfactory to Tenant), indemnify and hold Tenant harmless from any damages, loss, or cost (including, without limitation, attorneys’ fees and costs) suffered by Tenant thereby, or from the enforcement of said agreement against Tenant.

8. UTILITIES

Tenant shall pay when due all bills for water, sewer rents, sewer charges, heat, gas and electricity and other utilities used in the Building or on the Leased Premises from the commencement of the Initial Term until the expiration of the Term. The source of supply and vendor of each such commodity shall be the local public utility company or municipality commonly serving the area, provided that if more than one utility vendor serves the area Landlord shall cause the vendor selected by Tenant to serve the Leased Premises. Landlord shall furnish to the Building and to the Leased Premises prior to the Rent Commencement Date, sufficient gas and water service lines, sewer lines and sewer connections, all of the capacity initially specified by Tenant, and electric service lines of the voltage and amperage initially specified by Tenant, all connected to an adequate source of supply or disposal. In addition, Landlord shall furnish to the Building telephone dedicated internet, or similar lines of a capacity initially specified by Tenant. If Tenant shall require additional service line capacity of any of such utilities and if same are available on the Leased Premises, Tenant, at Tenant’s expense, shall have the right to the use of the same. Tenant agrees that Landlord shall not be liable for any interruption in the supply of any required services or utilities and Landlord shall not be liable for damages to persons or property as a result thereof unless caused by the gross negligence or willful misconduct of Landlord, nor shall the occurrence of any such event in any way be construed as an eviction of Tenant or cause or permit an abatement, reduction or setoff of rent, or operate to release Tenant from any of Tenant’s obligations hereunder.

9. REPAIRS. CONFORMITY WITH THE LAW

a. Tenant, at Tenant’s sole cost and expense, shall maintain the Leased Premises and make all necessary repairs and replacements, whether interior or exterior, to all parts of the same including but not limited to retaining wall, landscaping, the Building and all its interior and exterior

structural and non-structural components, all signs, and all utility lines including but not limited to sewers, sewer connections, pipes, conduits, ducts and wires leading to and from the Leased Premises and Building. In addition to Landlord’s warranty obligations under Article 4 above, and notwithstanding the foregoing, Landlord, at Landlord’s cost and expense, shall maintain, repair, and replace the structural elements of the Building (including the roof) and Leased Premises for one (1) year after Tenant’s acceptance of possession, provided that any repairs necessitated by the negligence, fault of willful misconduct of Tenant, its agents, employees or contractors shall be Tenant’s responsibility at Tenant’s expense. No roof penetrations may be made by Tenant that would invalidate roof warranties during any time in which Landlord is responsible for the roof; if necessary to preserve such warranties, roof penetrations shall be made at Tenant’s expense by Landlord’s roofing contractor during any time in which Landlord is responsible for the roof. Notwithstanding the foregoing, if the Landlord’s contractor is commercially unreasonably expensive, then the Tenant will pay a commercially reasonable amount to such roofing contractor, and the Landlord will pay the balance. Upon delivery of possession of the Leased Premises to Tenant, Landlord shall cause all contractor’s and manufacturer’s warranties and guaranties relating to the Leased Premises to be assigned to Tenant, or to the extent not assignable, then to be issued in Tenant’s name.

b. Tenant agrees to comply with all Environmental Laws, with respect to Tenant’s use of Hazardous Materials in or around the Leased Premises and/or Building. Tenant shall indemnify, defend and hold Landlord, its agents, employees, legal representatives, successors and assigns, harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Leased Premises and/or Building, damages for the loss or restriction on use of any rentable or usable space or of any amenity of the Leased Premises and/or Building, damages arising from any adverse impact on marketing of space in the Leased Premises and/or Building, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term as a result of Tenant’s violation of any applicable Environmental Laws relating to the production, storage, handling or transportation of Hazardous Substances in or around the Leased Premises and/or Building. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions that results in any cleanup, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision arising from a violation of any such Environmental Laws by Tenant. Without limiting the foregoing, if the presence of any Hazardous Substances on or about the Leased Premises and/or Building caused or permitted by Tenant results in any contamination of any portion thereof, Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises and/or Building to the condition existing prior to the introduction of any such Hazardous Substances normal wear and tear excepted.

c. Landlord acknowledges and agrees that Tenant is not responsible for any environmental condition affecting the Leased Premises that existed or occurred on or before the Ready for Occupancy Date, unless caused by Tenant and Tenant acknowledges and agrees that Landlord is not responsible for any environmental condition affecting the Leased Premises that existed or occurred on or after the Ready for Occupancy Date, unless caused by Landlord.

d. Tenant shall make all changes and installations, and pay the cost, if any, of all inspections required to comply with the valid requirements of public authorities as they apply to the Leased Premises or the Building.

10. SIGNS. TENANT’S FIXTURES

a. Tenant may install and operate interior and exterior electric and other signs, and in so doing shall comply with all lawful requirements. Tenant shall have the right to install mechanical

equipment, including satellite dishes or other antennae for telecommunications affixed to the roof or other portions of the Building or other portions of the Leased Premises. The installation, operation, repair and/or removal of the satellite dishes or other antennae shall not void or invalidate any roof warranty that is in the name of Landlord or any assignee thereof. Tenant will ensure that the satellite dishes or other antennae for telecommunications, and each part of it, will be maintained and operated in accordance with all local and building rules of construction and occupancy codes and shall be responsible for the repair of all damage to the Leased Premises (including but not limited to the roof of the Leased Premises) caused as a result of the installation of the satellite dishes or other antennae for telecommunications, and Tenant’s maintenance, use, operation, and/or removal thereof. The satellite dishes or other antennae for telecommunications is and shall remain the property of Tenant or Tenant’s assignee, transferee or sublessee, and Landlord and Tenant agree that the installation thereof at the Leased Premises shall not cause the satellite dishes or other antennae for telecommunications to become a fixture pursuant to this Lease or by operation of law. Tenant shall be responsible for the repair and maintenance of the satellite dishes or other antennae for telecommunications during the Term of this Lease, at its sole cost and expense, and upon the expiration or the termination of this Lease shall immediately remove, or cause to be removed, said satellite dishes or other antennae for telecommunications and be responsible for the repair of damage to the roof of the Leased Premises caused as a result of such removal. Tenant shall defend, indemnify and hold Landlord harmless from and against any personal injury or property damage caused by the installation, maintenance, use, operation and/or removal of the satellite dishes or other antennae for telecommunications. Tenant may also install pay telephones, automatic teller machines and other electronic consumer service apparatus on the Leased Premises.

b. Tenant shall at all times have the right to remove all fixtures, machinery, equipment, appurtenances and other property furnished or installed by Tenant or by Landlord at Tenant’s expense, including but not limited to any walk-in coolers or freezers, gondolas, wiring used to service any checkout counters, and any similar personal property that may be affixed to the Premises (Trade Fixtures), it being expressly understood and agreed that said property shall not become part of the Building or Leased Premises but shall at all times be and remain the personal property of Tenant and shall not be subject to any statutory, equitable, or common law Landlord’s lien. Trade Fixtures will exclude those items which constitute essential building systems (such as base lighting, electrical, plumbing, mechanical, ceiling, bathroom fixtures, HVAC, etc.) and all fire-safety items, flooring, water heaters, interior walls, partitions, and doors, additional utility work (if applicable), grease trap (if applicable), and parapet/facade renovation (if applicable), which such items are or shall become part of the real property.

11. ALTERATIONS

a. At any time and from time to time, Tenant, at Tenant’s cost and expense, may make such structural and non-structural alterations and additions to the Leased Premises as Tenant desires, provided that any such alteration or addition when completed shall be of such character as not to diminish the structural integrity of the Building. Any alterations or additions to the Leased Premises shall comply with all state and local building codes, laws and ordinances. No alterations or additions shall unreasonably diminish the utilities and building components that service the Leased Premises and the building. Title to any alterations or additions (other than Trade Fixtures) made by Tenant shall vest in Landlord, and Tenant shall deliver such documents of conveyance thereof as Landlord may reasonably request at the expiration or sooner termination of this Lease, Landlord shall cooperate at no out of pocket cost to Landlord in securing necessary permits and approvals. Tenant shall not permit any mechanics’ or other liens to stand against the Leased Premises for work or material furnished Tenant.

b. Landlord covenants and agrees that Landlord shall not make any alterations or additions to the Leased Premises without Tenant’s written consent. Landlord shall not permit any mechanics’ or other liens to stand against the Leased Premises for work or material furnished to Landlord.

c. Landlord acknowledges and agrees that Tenant’s Trade Fixtures may be leased from an equipment lessor and that Tenant may execute and enter into an equipment lease with respect to such Trade Fixtures. Landlord shall execute and deliver a document commercially reasonably acceptable to Landlord in which Landlord: (i) acknowledges and agrees that the Trade Fixtures constitute the personal property of Tenant, and shall not be considered to be part of the Building or Premises, regardless of whether or by what means they become attached thereto; (ii) agrees that it will not claim any interest in such Trade Fixtures; (iii) agrees that any equipment lessor may enter the Building or Premises for the purpose of exercising any right it may have under the provisions of any equipment lease, including the right to remove such Trade Fixtures, provided that such equipment lessor agrees to repair any damage resulting from such removal; and (iv) any such other provisions as may be common and reasonable. Landlord waives any statutory landlord’s lien and any attachment for rent on the Trade Fixtures that Landlord may have or may hereafter acquire.

12. ASSIGNMENT AND SUBLETTING; USE

a. At any time and from time to time, Tenant may discontinue the operation of its business (if any) in the Leased Premises or Building without the same being deemed to be a violation of this Lease so long as the Tenant continues to pay its Fixed Rent and any Additional Rent due and continues to comply with all other obligations (monetary or otherwise) hereunder.

b. Tenant shall have the right to assign this Lease and to sublet all or any portion of the Premises without Landlord’s consent, but in no event shall Tenant be released from liability hereunder upon any such assignment or subletting; provided, however, in the event Landlord and any assignee modify or amend this Lease without Tenant’s consent so as to increase the obligations of Tenant hereunder, Tenant’s liability hereunder shall not be increased, but instead shall continue as it existed prior to such modification or amendment. Tenant shall be entitled to any and all rent and other consideration relating to any such subleasing or assignment.

c. In the event of a subletting of all or a portion of the Leased Premises or Building, and upon Tenant’s request, Landlord shall promptly furnish and deliver to Tenant, in form and substance reasonably acceptable to Tenant, an agreement executed by Landlord, obligating Landlord to be bound as Landlord by any such sublease and by all of the subtenant’s rights thereunder in the event that this Lease is terminated for any reason; provided, however, that (i) Landlord’s obligations under such sublease shall be no greater than Landlord’s obligations under this Lease; (ii) that the subtenant’s obligations under such sublease shall be no less than Tenant’s obligations under this Lease (including the payment of the fixed rent due hereunder) and, (iii) the subtenant has cured any breach of this Lease.

d. In no event may Tenant use the Leased Premises as or for (i) a massage parlor; (ii) a so-called “ head shop ” or facility for the sale, rental, distribution or display of drug paraphernalia such as roach clips, bongs, water pipes, coke spoons, cigarette wrapping papers, pipes and/or syringes; (iii) a facility for the sale, rental, display or distribution of pornographic, lewd, sexually explicit or so-called adult material; (iv) an off-track betting parlor, bowling alley, billiard parlor, pool room, game room, amusement arcade or gaming hall; (v) an automobile body shop, truck stop, junk yard or motor vehicle dismantling operation; (vi) a recycling facility; (vii) the sale, rental or storage of motor vehicles; (viii) booths for the sale of fireworks; (ix) churches, temples or other houses of religious worship; (x) any establishment conducting games of chance; (xi) a pawn shop; (xii) a rehabilitation center for physical, mental or substance abuse rehabilitation or treatment; (xiii) a funeral home or funeral parlor; (xiv) offices, except as may be incidental to a retail operation; (xv) any residential, production, manufacturing, industrial or storage use of any kind or nature; (xvi) check cashing services; (xvii) a “ tattoo parlor ” or “ piercing parlor ,” so called; (xviii) the outdoor housing of animals; (xix) a cocktail

lounge, bar, tavern, or nightclub; (xx) any illegal use or any use prohibited by any recorded document affecting the Leased Premises.

13. CASUALTY; CONDEMNATION

a. If after the Rent Commencement Date, the Building or any improvements in, on or under the Leased Premises shall be damaged or destroyed by fire or other casualty, then Tenant shall repair and restore the Building and said improvements to (i) their condition immediately prior to such damage or destruction (taking into consideration normal wear and tear) or (ii) subject to Landlord’s consent which will not be unreasonably withheld, conditioned, or delayed, to a condition similar in nature to those buildings then being constructed by or on behalf of Tenant at the time of the damage or destruction (so long as the new building is of comparable construction, size and standards as the Building being replaced), without abatement of rent. Subject to the payment of proceeds by Tenant as expressly set forth in Section (b) below, under no circumstances shall Tenant be liable for any loss or damage including, but not limited to, damage to the Building or Leased Premises resulting from fire or other casualty.

b. Notwithstanding the foregoing, in the event the Building is damaged to the extent of twenty-five percent ( 25%) or more thereof, or is destroyed by fire or other casualty, and such casualty occurs after the first day of the final year of the Initial Term or the final year of any Extended Lease Term, Tenant may cancel this Lease by notice to Landlord. If Tenant elects not to cancel the Lease, Tenant shall not exercise its option to terminate the Lease on the next available option date following said casualty. If Tenant has so canceled this Lease and the fire or other casualty is an insurable casualty under Tenant’s special form coverage insurance, Tenant shall provide Landlord with the proceeds of such insurance in an amount required by Article 19 of this Lease. Any proceeds payable by Tenant to Landlord under this Section (b) shall be exclusive of the unamortized cost of improvements made by or on behalf of Tenant to the Leased Premises or Building.

c. If all or a portion of the Leased Premises or so much thereof as to materially, adversely impact Tenant’s ability to utilize the Leased Premises for its intended purposes (as reasonably determined by Tenant in its sole and absolute discretion) shall be taken under power of eminent domain or transferred under threat thereof (“Entire Taking”), then this Lease, at the option of either Landlord or Tenant exercised by either party giving notice to the other of such election within thirty (30) days after such conveyance or taking possession, whichever is earlier, shall forthwith cease and terminate and the Fixed Rent shall be duly apportioned as of the date of such taking or conveyance. No award for the Entire Taking shall be apportioned and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof. Notwithstanding the foregoing, Tenant shall be entitled to obtain, directly from the condemning authority, an award for its removable trade fixtures, equipment and personal property and relocation expenses, if any, to the extent Landlord’s award is not diminished. In the event of a partial taking (Partial Taking) which does not result in a termination of this Lease, Fixed Rent shall be reduced in proportion to the reduction in the size of the Leased Premises so taken and this Lease shall be modified accordingly. Promptly after obtaining knowledge thereof, Landlord or Tenant, as the case may be, shall notify the other of any pending or threatened condemnation or taking affecting the Leased Premises or the Building. Each party shall have the right to seek from the condemning authority so much of an award as may be available so long as the award otherwise payable hereunder to one is not diminished by an award to the other.

14. LANDLORD’S RIGHT TO INSPECT

Landlord may at reasonable times during Tenant’s business hours, and after so advising Tenant at

least one (1) business day before, enter the Building for the purpose of examining and of making any repairs required of Landlord under this Lease, or for the purpose of showing the Leased Premises to prospective purchasers or tenants, but not so as to interfere with Tenant’s business.

15. SURRENDER

At the expiration or termination of this Lease, Tenant shall surrender immediate possession of the Leased Premises in good condition subject to reasonable wear and tear, changes and alterations, damage by fire, casualty and the elements, and other repairs which are Landlord’s obligation. Any holding over by Tenant shall not operate, except by written agreement, to extend or renew this Lease or to imply or create a new lease, but in case of any such holdover, Landlord’s remedies shall be limited to either the immediate termination of Tenant’s occupancy or the treatment of Tenant’s occupancy as a month to month tenancy, any custom or law allowing other remedies or damages or which may be to the contrary notwithstanding. All Trade Fixtures, movable furniture and personal effects of Tenant not removed from the Leased Premises upon the vacation or abandonment thereof or upon the termination of this Lease for any cause whatsoever shall conclusively be deemed to have been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to Tenant and without obligation to account therefor, and Tenant shall reimburse Landlord for all expenses incurred in connection with the disposition of such property.

16. DEFAULT AND REMEDIES

a. If any Fixed Rent is due and remains unpaid for ten (10) days after receipt of notice from Landlord, or if Tenant breaches any of the other covenants of this Lease and if such other breach continues for thirty (30) days after receipt of notice from Landlord, Landlord shall then, as its sole legal remedy, but in addition to its remedies in equity, if available, have the right to sue for rent, or to terminate this Lease and re-enter the Leased Premises; but if Tenant shall pay said Fixed Rent within said ten (10) days, or in good faith within said thirty (30) days commence to correct such other breach, and diligently proceed therewith, then Tenant shall not be considered in default. Notwithstanding the foregoing, should Tenant be in default, after notice and expiration of the applicable cure period provided above in this Section (a), Landlord shall not be entitled to terminate this Lease and re-enter the Leased Premises as a result thereof if Tenant’s default shall not be deemed material, or if Tenant’s failure to perform is the result of a good faith dispute as to Tenant’s obligation(s) under the terms of this Lease.

b. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty (30) days after receipt of notice from Tenant (unless such breach cannot be cured in 30 days and Landlord has commenced action to cure the breach and is diligently attempting to cure the breach but in no event greater than 90 days from the date of notice), Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by JP Morgan Chase Bank (its successors and assigns), plus two percent (2%) until fully reimbursed. If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant, Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by JP Morgan Chase Bank (its successors and assigns), plus two percent (2%) until fully reimbursed. If Landlord shall in good faith within said thirty (30) days commence to correct such breach, and diligently proceed therewith to completion, then Landlord shall not be considered in

default.

c. No delay on the part of either party in enforcing any of the provisions of this Lease shall be considered as a waiver thereof. Any consent or approval granted by either party under this Lease must be in writing and shall not be deemed to waive or render unnecessary the obtaining of consent or approval with respect to any subsequent act or omission for which consent is required or sought.

d. If Tenant shall fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, such amounts shall bear interest at the rate of six percent (6%) per annum from the date after the due date until paid. If Tenant shall fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, Tenant shall pay to Landlord a late payment charge in the amount of One Hundred Twenty-Five and 00/100 Dollars ($125.00) to cover Landlord’s additional administrative expenses necessitated by Tenant’s failure to make timely payment; provided, however, the aforesaid late payment charge shall be subject to a six percent (6%) increase at the beginning of the sixth (6th) year of the Term and at the beginning of each Extended Lease Term, if exercised. Landlord need not accept any payments past the due date therefor unless accompanied by the late payment charge. This provision for a late payment charge shall be in addition to all of Landlord’s other rights and remedies under this Lease or at law or in equity, and shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner.

e. If Tenant shall at any time fail to pay, when the same is due and payable, any Fixed Rent, or any other charges or amounts hereunder, or shall fail to perform or observe any covenant or condition contained in this Lease, the performance of which involves something more than merely the payment of money, then Landlord, after thirty (30) days written notice to Tenant (or upon such shorter notice as may be reasonable in case of an emergency), and without waiving or releasing Tenant from any obligation and without being considered an election of remedies, may perform the same for the account of Tenant and charge Tenant the actual cost of any such performance, as well as interest thereon at the rate of twelve percent (12%) per annum form the date of Landlord’s making of such payment.

17. TITLE AND POSSESSION

a. Landlord covenants, represents and warrants to Tenant as follows: (i) that Landlord owns or shall acquire fee simple title to the Leased Premises; (ii) that Landlord has the full right, power and authority, without the consent or approval of any other party, to enter into this Lease and perform the obligations on the part of the Landlord to be kept and performed; (iii) that said entire property comprising the Leased Premises is now and shall be as of the date of the recording of a Memorandum of this Lease as below defined, free and clear of all liens, encumbrances and restrictions, except for those items set forth on Exhibit “E” attached hereto and made a part hereof; and (iv) that upon Tenant paying the rents and keeping the agreements of this Lease on its part to be kept and performed, Tenant shall have peaceful and uninterrupted possession of the entire Leased Premises during the Term of this Lease; it being understood, however, that Landlord shall not be responsible for the acts or omissions of any third party which may interfere with Tenant’s use and enjoyment of the Premises unless caused by the gross negligence or willful misconduct of Landlord or in the event that the Landlord has failed to enforce the Tenant’s rights under Article 7. Landlord, at Landlord’s expense, shall also furnish Tenant evidence of Landlord’s title and the status thereof as of the date hereof and as of the date of the recordation of the memorandum. Such evidence shall be in form and substance reasonably satisfactory to Tenant and shall include, among other things, evidence that the Leased Premises is properly zoned for general retail use. Landlord warrants and represents to Tenant that no encumbrance or restriction imposed upon the Leased Premises, whether or not described in this Section (a), shall impair or restrict any right granted to Tenant or derived by Tenant under this Lease, and Landlord does hereby indemnify, defend and hold Tenant harmless from and against all claims, actions, damages, loss, cost and expense (including without

limitation attorneys fees and court costs) resulting directly or indirectly from the breach of the foregoing warranty and representation. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.

b. This Lease is and shall be subject and subordinate to: (i) all matters of public record, including, the documents listed in Exhibit “B” (and Tenant shall comply with and not violate the terms of the foregoing), and to all renewals, additions, modifications, consolidations, replacements and extensions of any of the foregoing; provided that Landlord shall not agree to any amendment, modification, alteration or cancellation of such documents if the same would materially adversely alter any term, covenant or condition of this Lease which is to the Tenant’s benefit without Tenant’s prior written approval, which will not be unreasonably withheld, conditioned, or delayed; (ii) all mortgages which now or in the future may affect the Leased Premises or any portion thereof (provided, however, that Tenant’s obligation to subordinate this Lease to any future mortgage is conditioned upon the execution and delivery to Tenant of an agreement, in form and substance reasonably acceptable to Tenant, executed by such mortgagee or trustee, either: (y) making such mortgage, deed of trust or other encumbrance in the nature of a mortgage subject and subordinate to this Lease and to the leasehold estate created hereby and to all of Tenant’s rights hereunder, or (z) obligating such mortgagee or trustee and any successor thereto to be bound by this Lease and by all of Tenant’s rights hereunder.

c. It is understood and agreed that Tenant shall, in no event, be obligated to accept possession of the Leased Premises until the Landlord has complied with the provisions of this Article.

18. REAL ESTATE TAXES

a. Landlord, prior to the Rent Commencement Date, shall make a mailing address change on the property tax records so that the tax bill and tax notices for only the Leased Premises will be mailed to Tenant as of the Rent Commencement Date at the following address: Vitamin Cottage Natural Food Markets, Inc., 12612 W. Alameda Pkway, Lakewood, CO 80223: attention Kemper Isely. If Landlord fails to cause such address change prior to the Rent Commencement Date, Landlord shall be solely obligated to pay increases, if any, in such taxes occurring between the date of this Lease and the date that is thirty (30) days after the effective date of such change of address, or increases in such taxes resulting from changes in the assessed value of the Leased Premises occurring between such dates. Prior to the date that the tax bill is mailed directly to Tenant pursuant hereto, Landlord, prior to delinquency, shall send to Tenant a copy of the tax bill for the Leased Premises.

b. Upon receipt of the aforesaid tax bills, Tenant shall pay, when due and before delinquency, the ad valorem real estate taxes (including all special benefit taxes and special assessments) levied and assessed against the Leased Premises, commencing with the Rent Commencement Date and continuing for the remainder of the Term. However, the ad valorem taxes levied or assessed for the year in which Tenant commences paying Fixed Rent shall be prorated between Landlord and Tenant so that Tenant shall pay only such part thereof as pertains to the period commencing on the Rent Commencement Date, and the ad valorem taxes levied or assessed for the year during which this Lease expires or is terminated shall be prorated between Landlord and Tenant so that Tenant shall pay only such part thereof as pertains to the period commencing on January 1st and ending on the date this Lease expires or is terminated. In no event shall Tenant be required to pay real estate taxes pertaining to any period prior to the Rent Commencement Date or subsequent to the expiration or earlier termination of the Lease.

c. All special benefit taxes and special assessments shall be spread over the longest time permitted and Tenant’s liability for installments of such special benefit taxes and special assessments not yet due shall cease upon the expiration or termination of this Lease. In no event shall Tenant be

obligated to pay any impact fees whether or not billed by the taxing authority as a special benefit tax or a special assessment.

d. Intentionally Omitted.

e. Tenant shall have the right to contest the validity or the amount of any tax or assessment levied against the Leased Premises or any improvements thereon, provided that Tenant shall not take any action which will cause or allow the institution of foreclosure proceedings against the Leased Premises. Landlord shall cooperate in the institution of any such proceedings to contest the validity or amount of real estate taxes and will execute any documents required therefor.

f. Landlord covenants and agrees that if there shall be any refunds or rebates on account of any tax, governmental imposition or levy paid by Tenant under the provisions of this Lease, such refund or rebate shall belong to Tenant. Any such refunds or rebates received by Landlord shall be held in trust for the benefit of Tenant and shall be forthwith paid to Tenant. Landlord shall, on request of Tenant, sign any receipt which may be necessary to secure the payment of any such refund or rebate, and shall pay over to Tenant such refund or rebate as received by Landlord.

19. INSURANCE

a. Commencing with the Initial Term and continuing until the last day of the Term, Tenant shall carry special form coverage insurance (embraced by “ Causes of Loss-Special Form ” utilizing a form of policy providing coverage at least as broad as ISO policy form CP 10 30), including flood and earthquake coverage, covering the Building and the other improvements on the Leased Premises to the extent of not less than 100% of replacement value, (less foundations), with companies which are authorized to do business in the State in which the Leased Premises is located and are governed by the regulatory authority which establishes maximum rates in the vicinity. Tenant shall also procure and continue in effect during the entire Term commercial general liability insurance for personal injury, bodily injury (including wrongful death) and damage to property with a combined single limit of not less than Three Million and No/100 Dollars ($3,000,000.00), per occurrence and annual aggregate, insuring against any and all liability of the insured with respect to the Leased Premises, or arising out of the maintenance, use or occupancy thereof, including premises operations, products and completed operations providing coverage at least as broad as ISO policy form CG 0001. Such amounts shall be increased, not more frequently than once every five (5) years, to levels customary in other shopping centers in the vicinity of the Leased Premises upon the reasonable request of Landlord. Tenant shall also carry a policy or policies of business income/business interruption insurance and extra expense coverage (collectively, “Business Income Insurance”) with coverage that will reimburse Tenant for all direct and indirect loss of income and changes and costs incurred arising out of all named perils insured against by Tenant’s policies of property insurance, including prevention of, or denial of use of or access to, all or part of the Leased Premises as a result of those named perils. The Business Income Insurance coverage must provide coverage for no less than twelve (12) months of the loss of income, charges and costs contemplated under this Lease. The proceeds from Tenant’s casualty insurance hereunder shall be paid and applied only as set forth in Article 13 hereof.

Any insurance carried or required to be carried by Tenant pursuant to this Lease, at Tenant’s option, may be carried pursuant to a master policy of insurance or so-called blanket policy of insurance covering other locations of Tenant or its corporate affiliates, or any combination thereof. Any policies required herein shall not have a deductible in excess of $25,000.00 (provided, however, the deductible with respect to flood and earthquake coverage may be increased to an amount not in excess of $50,000.00). Notwithstanding the foregoing, upon written notice to Landlord, Tenant may request that it increase the deductible to commercially reasonable amounts and Landlord agrees not to unreasonably

refuse such request, but, in any case, the deductible shall not exceed the requirements of Landlord’s lender

b. Except as otherwise approved in writing by the Landlord, all such insurance shall be procured from a responsible insurance company or companies authorized to do business in the State where the Leased Premises are located, with general policyholder’s ratings of not less than “A-” and a financial rating of not less than “XI” in the most current available Best’s Insurance Reports. All such policies shall name Landlord and Landlord’s lender (if so requested) as an additional insured, and shall provide that the same may not be canceled or altered except upon thirty (30) days’ prior written notice to Landlord. All insurance maintained by Tenant shall be primary to any insurance provided by Landlord.

c. If Tenant obtains any general liability insurance policy on a claims-made basis, Tenant shall provide continuous liability coverage for claims arising during the entire Term of this Lease, regardless of when such claims are made, either by obtaining an endorsement providing for an unlimited extended reporting period in the event such policy is canceled or not renewed for any reason whatsoever or by obtaining new coverage with a retroactive date the same as or earlier than the expiration date of the canceled or expired policy.

d. Tenant shall provide certificate(s) of such insurance to Landlord upon commencement of the Term and at least thirty (30) days prior to any annual renewal date thereof and upon reasonable request from time to time and such certificate(s) shall disclose that such insurance names Landlord as an additional insured, in addition to the other requirements set forth herein. Landlord and Tenant each agrees to use its best efforts to include in each of its policies insuring against loss, damage or destruction by fire or other casualty a waiver of the insurer’s right of subrogation against the other party, or if such waiver should be unobtainable or unenforceable: (i) an express agreement that such policy shall not be invalidated if the insured waives the right of recovery against any party responsible for a casualty covered by the policy before the casualty; or (ii) any other form of permission for the release of such party. Each such policy which shall so name a party hereto as an additional insured shall contain, if obtainable, agreements by the insurer that the policy will not be canceled without at least thirty (30) days prior notice to both insured and that the act or omission of one insured will not invalidate the policy as to the other insured.

20. MUTUAL INDEMNITY

a. Except for loss, cost and expense caused by fire or other casualty, Landlord and Tenant shall each indemnify, defend and hold harmless the other against and from any and all claims, damages, actions, loss, cost and expense (including but not limited to attorneys fees) resulting directly or indirectly from their own respective acts or omissions or the acts or omissions of their respective employees or agents (acting within the scope of their employment or agency).

b. Except as set forth above, Landlord and Landlord Related Parties shall not be liable for, and Tenant waives all claims for loss or damage to Tenant’s business or loss, theft or damage to Tenant’s property or the property of any person claiming by, through or under Tenant resulting from: (i) wind or weather; or (ii) any act or omission of any party other than Landlord or Landlord Related Parties. Tenant is hereby placed on notice that it should take necessary measures to insure itself against any such losses.

21. Reserved

22. PREVAILING PARTY

In the event of litigation between Landlord and Tenant in connection with this Lease, the reasonable attorneys’ fees and court costs incurred by the party prevailing in such litigation shall be borne by the non-prevailing party.

For the purposes of this Lease, the “Prevailing Party” shall be deemed to be that party that has obtained the greatest net judgment in terms of money or money equivalent. If money or money equivalent has not been awarded, the Prevailing Party shall be the party that has prevailed on a majority of the material issues decided. The “net judgment” is determined by subtracting the smallest award of money or money equivalent from the largest award. Further, where one Party seeks money damages and the other Party seeks equitable relief and both prevail, fees and costs under this section shall be awarded by the court to the party that the trier of fact or law determines to have substantially prevailed after considering the tenor and content of this covenant.

23. NOTICES

All notices hereunder shall be in writing and sent by United States certified or registered mail, postage prepaid, or by overnight delivery service providing proof of receipt, addressed if to Landlord, to the place where rent checks are to be mailed, and if to Tenant, to 12612 W. Alameda Pkway, Lakewood, CO 80223: attention Kemper Isely (delivery of any notice to the Premises and/or a manager or other staff member at the Premises will not be deemed to be effective notice), provided that each party by like notice may designate any future or different addresses to which subsequent notices shall be sent. Notices shall be deemed given upon receipt or upon refusal to accept delivery.

24. GUARANTY None

25. TRANSFER OF TITLE

In the event that Landlord conveys its interest in the Leased Premises to any other person or entity, Tenant shall have no obligation to pay rents or any other charges under this Lease to any such transferee until Tenant has been so notified and has received satisfactory evidence of such conveyance together with a written direction from such transferee as to the name and address of the new payee of rents and other charges. It is understood and agreed that Tenant’s withholding of rent and other charges until its receipt of such satisfactory evidence shall not be deemed a default under this Lease.

26. RENT TAX

In the event that any governmental authority imposes a tax, charge, assessment or other imposition which is based upon the rents payable under this Lease or any excise, sales, privilege or other tax, assessment or other charge directly related to Tenant’s use of the Building or Leased Premises (other than Landlord’s federal, state or local income taxes, franchise taxes, gift or inheritance tax, transfer or similar tax incurred as a result of the sale of the Building or Premises, capital levies); or other similar charges or taxes), Tenant shall pay the same to said governmental authority or to Landlord if Landlord is responsible to collect the same (in which case Landlord shall remit the same in a timely manner and, upon request of Tenant, evidence to Tenant said remittance).

27. ESTOPPEL CERTIFICATE

certificates may include information as to any modification of this Lease, the date of commencement of the Lease Term and the termination date of this Lease, and to the best of Tenant’s or Landlord’s knowledge, whether or not the other party is in default of this Lease. In no event shall Tenant be required to provide any party an estoppel certificate prior to the date possession of the Leased Premises is delivered or prior to completion of Punchlist items.

28. LANDLORD EXCULPATION

In the event of any transfer, assignment or conveyance of Landlord’s interest in the Lease, Landlord shall be relieved of all covenants and obligations of Landlord hereunder provided that such purchaser or successor has assumed all such covenants and obligations of the Landlord hereunder. Tenant acknowledges and agrees that the liability of Landlord under this Lease shall be limited to Landlord’s interest in the Leased Premises and the rents, income and profits thereunder. Nothing contained herein, shall limit Tenant’s right to injunctive or other equitable relief.

29. RIGHT OF FIRST REFUSAL

In the event that Landlord shall receive a Bona Fide Offer to purchase the Leased Premises at any time and from time to time on or after the date hereof and during the Term of this Lease from any person or entity, Landlord shall so notify Tenant in writing, together with a true and correct copy of said Bona Fide Offer. For purposes hereof, a “Bona Fide Offer” shall be deemed to be one made in writing (including a letter of intent, memorandum of understanding or document of similar import) by a person or entity that is not related or affiliated with Landlord which Landlord intends to accept (subject to this Article). In submitting the Bona Fide Offer to Tenant, Landlord shall segregate the price and the terms of the offer for the Leased Premises from the price and other terms connected with any additional property or properties that such person or entity is offering to purchase from Landlord. Tenant may, at Tenant’s option and within fifteen (15) days after receipt of Landlord’s notice of said Bona Fide Offer and receipt of a copy thereof, offer to purchase the Leased Premises at the price and upon the terms and conditions as are contained in said Bona Fide Offer, in which event, Landlord shall sell the Leased Premises to Tenant upon said terms and conditions and said price; furthermore, in such event, Landlord shall convey the Leased Premises to Tenant by special warranty deed. Notwithstanding the foregoing, the price that Tenant shall pay for the Leased Premises shall be reduced by (i) an amount equal to broker’s fees or commissions that would have been payable by either the purchaser or Landlord if the Leased Premises were sold pursuant to a Bona Fide Offer; and (ii) the amount of any payment(s) to be made by the proposed purchaser to any entity owned or controlled by, or affiliated with, the proposed purchaser. Landlord shall provide Tenant evidence of the amount of broker’s fees or commissions payable in connection with any such Bona Fide Offer. Landlord covenants that it shall accept no such Bona Fide Offer or convey the premises until it has complied with the terms of this Article. Any conveyance of the Leased Premises made in the absence of full satisfaction of this Article shall be void. Tenant may enforce this Article, without limitation, by injunction, specific performance or other equitable relief. The failure of Tenant to exercise the right of first refusal contained herein within the aforesaid fifteen (15) day period shall be a waiver of Tenant’s right of first refusal contained in this Article 29.

Tenant’s election not to exercise its right of first refusal shall not prejudice Tenant’s rights hereunder as to any further Bona Fide Offer. The terms and conditions contained in this Article shall be binding upon the heirs, successors and assigns of Landlord.

It is understood by Landlord and Tenant that an offer to acquire the Leased Premises from a person or entity that is related or affiliated with Landlord is not a Bona Fide Offer and thus Tenant does not have a right of first refusal as to such offer and therefore shall not prejudice Tenant’s rights hereunder as to any further Bona Fide Offer.

30. INTENTIONALLY OMITTED

31. MISCELLANEOUS

a. Captions of the several Articles contained in this Lease are for convenience only and do not constitute a part of this Lease and do not limit, affect or construe the contents of such Articles.

b. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

c. If Landlord is comprised of more than one person or entity, the obligations imposed on Landlord under this Lease shall be joint and several. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners of the Leased Premises and Building at the time in question, and in the event of any transfer or transfers of the title thereto, Landlord herein named (and in the case of any subsequent transfers or conveyances, the then grantor) shall be automatically released from and after the date of such transfer or conveyance of all liability in respect to the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed and relating to events occurring thereafter.

d. All provisions of this Lease have been negotiated by both parties at arm’s length and neither party shall be deemed the scrivener of this Lease. This Lease shall not be construed for or against either party by reason of the authorship or alleged authorship of any provision hereof.

e. This instrument shall merge all undertakings, representations, understandings, and agreements whether oral or written, between the parties hereto with respect to the Leased Premises and the provisions of this Lease and shall constitute the entire Lease unless otherwise hereafter modified by both parties in writing.

f. This instrument shall also bind and benefit, as the case may require, the heirs, legal representatives, permitted assigns and successors of the respective parties, and all covenants, conditions and agreements herein contained shall be construed as covenants running with the land. This instrument shall not become binding upon the parties until it shall have been executed and delivered by both Landlord and Tenant.

g. Landlord and Tenant have been afforded a full and fair opportunity to seek advice from legal counsel and Landlord acknowledges that Tenant’s attorney represents Tenant and not Landlord.

h. Notwithstanding any provision of this Lease to the contrary, the Term shall commence, if at all, not later than twenty-one (21) years after the date of this Lease.

i. No more often than annually during the Term, promptly following Landlord’s request, Tenant shall provide to Landlord and its lender its most recent audited fiscal year end financial statements, along with its most recent quarter ending internally prepared financial statements which will be prepared in accordance with United States generally accepted auditing principles; except if the Tenant is a publically traded company on any recognized exchange, it will be required to deliver to the Landlord such financial reports as may be required of publicly traded companies of its size by the government or the exchange. Notwithstanding the foregoing, the Landlord and any lender shall agree to execute a reasonable form of non-disclosure agreement prior to the delivery of such reports.

j. Notwithstanding anything else contained in this Lease to the contrary, Tenant acknowledges that Landlord does not yet own fee title to the Leased Premises. If for any reason whatsoever, Landlord has not acquired fee title to the Leased Premises within one (1) year from the Effective Date, this

Lease shall automatically terminate and become null and void and neither party shall have any further rights or obligations to the other.

k. Landlord and Tenant represent and warrant to each other that neither Tenant nor Landlord (i) are listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the “Order”); (ii) are listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of the OFAC or any other applicable requirements contained in any enabling legislation or other executive orders in respect of the Order (the Order and such other rules, regulations, legislation or orders are collectively in this §31.32 called the “Orders”); (iii) are engaged in activities prohibited in the Orders; or (iv) has been convicted, pleaded no lo contendere, indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering.

1. Time is declared to be of the essence of this Lease and each and every provision of this Lease.

m. Landlord covenants and agrees that the Premises and Building will in all respects comply with the requirements of the Americans with Disabilities Act (ADA) at the Ready for Occupancy Date. Following the Ready for Occupancy Date, Tenant shall, at Tenant’s sole cost and expense, be responsible for any alterations, modifications or improvements to the Leased Premises and Building, and the acquisition of any auxiliary aids, required under the ADA or other applicable laws, including all alterations, modifications or improvements required: (i) as a result of any leasehold improvements made to the Leased Premises and Building by, or on behalf of, Tenant or any subtenant, assignee or concessionaire (whether or not Landlord’s consent to such leasehold improvements was obtained); (ii) as a result of the employment by Tenant (or any subtenant, assignee or concessionaire) of any individual with a disability; or (iii) in connection with access to and throughout the Leased Premises and Building by any invitee, licensee, visitor or guest of Tenant (or any subtenant, assignee or concessionaire).

n. No act or thing done by Tenant, Landlord or Landlord’s agent during the Term hereof, including but not limited to any agreement to accept surrender of the Leased Premises or to amend or modify this Lease, shall be deemed to be binding upon Tenant or Landlord unless such act or things shall be by an officer of Tenant or Landlord or a party designated in writing by Tenant or Landlord as so authorized to act. Landlord and Tenant hereby represent that this Lease and all amendments, addendums and other agreements have been and will be signed by a person authorized to bind it. The delivery of keys to Landlord, or Landlord’s agent, employees or officers shall not operate as a termination of this Lease or a surrender of the Leased Premises. No payment by Tenant or receipt by Landlord of a lesser amount than the Fixed Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy available to Landlord.

o. Landlord and Tenant acknowledge and agrees that they have not relied upon any statements, representations, agreements or warranties, except such as are expressed in this Lease.

p. This Lease shall be governed by and construed in accordance with the laws of the State where the Premises are located. LANDLORD AND TENANT HEREBY AGREE NOT TO ELECT A TRIAL BY JURY AND FULLY WAIVE ANY SUCH RIGHT. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LANDLORD AND TENANT.

q. Tenant shall not deliver keys to the Landlord. The Tenant will maintain an

emergency lock box, Knox Box, or similar secured facility with keys and which may be used by emergency services such a fire and rescue.

r. The Landlord shall adopt no rules or regulations concerning the operation or use of the Building or Premises.

s. Tenant’s store hours shall be those that it reasonably determines are appropriate for the location.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, as of the day and year first above written.

Tenant		Landlord

Vitamin Cottage Natural Food Markets, INC., a		Chalet Properties, LLC
Colorado Corporation		a Colorado limited liability company

By:	/s/ Kemper Isely	By:	/s/ Zephyr Isely

Its: Co-President		Its:

EXHIBIT “A”

LEGAL DESCRIPTION OF LEASED PREMISES

That portion of Parcel No. 5 Dill-Hahn Subdivision No 3, a Resubdivision of Lot 1, Block 1 of a Replat of Lot 11 of the Amended Plat of Dill-Hahn CO., Subdivision, County of Pueblo, State of Colorado, particularly described as Parcel B on Boundary Line Rearrangement between Parcels 3, 4 and4 of Dill-Hahn CO Subdivision NO3 as recorded on December21, 1982 in Book 2139 at Page 995, County of Pueblo

Together with those beneficial easements as set forth and described in Declaration of Restrictions and Grant of Easements recorded April 11, 1983 in Book 2152 at page 795, Instrument No 716065

A-1

EXHIBIT 10.24

LEASE

By this Lease, made the 1 st day of July, 2011, (the “Effective Date”) between Chalet Properties, LLC, a Colorado limited liability company, hereinafter called “Landlord,” and Boulder Vitamin Cottage Group, LLC ., a Colorado limited liability company, hereinafter called “Tenant;”

Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, for a term commencing on the Rent Commencement Date (as hereinafter defined), and continuing for fifteen (15) years thereafter, as such dates shall be adjusted pursuant to Article 2 herein, the premises to include both the real property and a building and other improvements located 100 West South Bolder Road in the City of Lafayette, County of Boulder, State of Colorado, together with all improvements, appurtenances, easements and privileges belonging thereto.

1. THE TERMS, COVENANTS AND CONDITIONS OF SAID LETTING ARE AS FOLLOWS:

Month of Lease Term	Monthly Fixed Rent
1-43	$	16,000.00
44-103	$	16,500.00
104-163	$	17,000.00
164-180	$	17,500.00
181-240*	$	18,500.00
241-300*	$	19,500.00
301-360*	$	20,500.00

* if applicable

c. Intentionally Omitted.

d. Until further notice by Landlord to Tenant, rent checks shall be payable to and mailed to:

Chalet Properties, LLC

c/o Kemper Isely

12612 W Alameda Parkway

Lakewood, Colorado 80228

2. INITIAL TERM. TERM. LEASE YEAR. OPTIONS

3. DELIVERY OF POSSESSION

a. Tenant has possession of the Premises.

4. Reserved

5. RENT COMMENCEMENT

a. Tenant shall commence paying Fixed Rents pursuant to Article 1 hereof July 1, 2011.

6. PARKING AND LATENT DEFECTS

7. EXCLUSIVES

8. UTILITIES

9. REPAIRS. CONFORMITY WITH THE LAW

b. Tenant agrees to comply with all Environmental Laws, with respect to Tenant’s use of Hazardous Materials in or around the Leased Premises and/or Building. Tenant shall indemnify, defend and hold Landlord, its agents, employees, legal representatives, successors and assigns, harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Leased Premises and/or Building, damages for the loss or restriction on use of any rentable or usable space or of any amenity of the Leased Premises and/or Building, damages arising from any adverse impact on marketing of space in the Leased Premises and/or Building, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees ) which arise during or after the Term as a result of Tenant’s violation of any applicable Environmental Laws relating to the production, storage, handling or transportation of Hazardous Substances in or around the Leased Premises and/or Building. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions that results in any cleanup, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision arising from a violation of any such Environmental Laws by Tenant. Without limiting the foregoing, if the presence of any Hazardous Substances on or about the Leased Premises and/or Building caused or permitted by Tenant results in any contamination of any portion thereof; Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises and/or Building to the condition existing prior to the introduction of any such Hazardous Substances normal wear and tear excepted.

10. SIGNS. TENANT’S FIXTURES

a. Tenant may install and operate interior and exterior electric and other signs, and in so doing shall comply with all lawful requirements. Tenant shall have the right to install mechanical

11. ALTERATIONS

12. ASSIGNMENT AND SUBLETTING; USE

lounge, bar, tavern, or nightclub; (xx) any illegal use or any use prohibited by any recorded document affecting the Leased Premises.

13. CASUALTY; CONDEMNATION

14. LANDLORD’S RIGHT TO INSPECT

Landlord may at reasonable times during Tenant’s business hours, and after so advising Tenant at

15. SURRENDER

16. DEFAULT AND REMEDIES

default.

17. TITLE AND POSSESSION

c. It is understood and agreed that Tenant shall, in no event, be obligated to accept possession of the Leased Premises until the Landlord has complied with the provisions of this Article.

18. REAL ESTATE TAXES

obligated to pay any impact fees whether or not billed by the taxing authority as a special benefit tax or a special assessment.

d. Intentionally Omitted.

19. INSURANCE

refuse such request, but, in any case, the deductible shall not exceed the requirements of Landlord’s lender

20. MUTUAL INDEMNITY

21. Reserved

22. PREVAILING PARTY

23. NOTICES

24. GUARANTY None

25. TRANSFER OF TITLE

26. RENT TAX

27. ESTOPPEL CERTIFICATE

28. LANDLORD EXCULPATION

29. RIGHT OF FIRST REFUSAL

30. INTENTIONALLY OMITTED

31 MISCELLANEOUS

a. Captions of the several Articles contained in this Lease are for convenience only and do not constitute a part of this Lease and do not limit, affect or construe the contents of such Articles.

g. Landlord and Tenant have been afforded a full and fair opportunity to seek advice from legal counsel and Landlord acknowledges that Tenant’s attorney represents Tenant and not Landlord.

h. Notwithstanding any provision of this Lease to the contrary, the Term shall commence, if at all, not later than twenty-one (21) years after the date of this Lease.

i. No more often than annually during the Term, promptly following Landlord’s request, Tenant shall provide to Landlord and its lender its most recent audited fiscal year end fmancial statements, along with its most recent quarter ending internally prepared financial statements which will be prepared in accordance with United States generally accepted auditing principles; except if the Tenant is a publically traded company on any recognized exchange, it will be required to deliver to the Landlord such financial reports as may be required of publicly traded companies of its size by the government or the exchange. Notwithstanding the foregoing, the Landlord and any lender shall agree to execute a reasonable form of non-disclosure agreement prior to the delivery of such reports.

Lease shall automatically terminate and become null and void and neither party shall have any further rights or obligations to the other.

l. Time is declared to be of the essence of this Lease and each and every provision of this Lease.

o. Landlord and Tenant acknowledge and agrees that they have not relied upon any statements, representations, agreements or warranties, except such as are expressed in this Lease.

q. Tenant shall not deliver keys to the Landlord. The Tenant will maintain an

emergency lock box, Knox Box, or similar secured facility with keys and which may be used by emergency services such a fire and rescue.

r. The Landlord shall adopt no rules or regulations concerning the operation or use of the Building or Premises.

s. Tenant’s store hours shall be those that it reasonably determines are appropriate for the location.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, as of the day and year first above written.

Tenant		Landlord

Boulder Vitamin Cottage Group, LLC, a Colorado Limited Liability company		Chalet Properties, LLC a Colorado limited liability company

By:	Kemper Isely	By:	Zephyr Isely

Co-President of its manager Vitamin Cottage Natural Food Markets, Inc.		Its:	Manager

EXHIBIT “A”
Legal Description

Lot 1

Hood Subdivision

Together with cross-easement rights as created and set forth in Declaration of restrictions and grant of Easements recorded October 7, 2003 at Reception No. 2512075

County of Boulder

State of Colorado

A-1

EXHIBIT “B”

RESTRICTIVE COVENANTS, EASEMENTS AND ENCUMBRANCES OF RECORD

1. An Easement for communication facilities and incidental purposes granted to Mountain States Telephone and Telegraph Company by the instrument recorded November 23, 1987 at Reception No. 890073

2. Easement and notes as shown on the Subdivision Plat of Hood Subdivision record October 7, 2003 at Reception No. 2512071.

3. Terms, conditions, provisions, agreements and obligations specified under the Declaration of Restrictions and Grant of Easements record October 7, 2003 at Reception No. 2512075.

3. Terms, conditions, provision, agreements and obligations specified under the Hood Subdivision Development Agreement recorded October 7, 2003 at Reception No. 2512067

B-1

EXHIBIT 10.25

LEASE

By this Lease, made the 29th day of February, 2012, (the “Effective Date”) between Isely Family Land Trust, LLC, a Colorado limited liability company, hereinafter called “Landlord,” and Vitamin Cottage Natural Food Markets, INC ., a Colorado corporation, hereinafter called “Tenant;” This lease replaces the lease dated the 21st day of August, 2008.

Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, for a term commencing on the Rent Commencement Date (as hereinafter defined), and continuing for fifteen (15) years thereafter, as such dates shall be adjusted pursuant to Article 2 herein, the premises to include both the real property including both the North and South parcels and a building and other improvements located at 11465 Washington Street in the City of Northglenn, County of Adams, State of Colorado, together with all improvements, appurtenances, easements and privileges belonging thereto.

1. THE TERMS, COVENANTS AND CONDITIONS OF SAID LETTING ARE AS FOLLOWS:

Month of Lease Term	Monthly Fixed Rent
1-180	$	25,500.00
181-240*	$	26,500.00
241-300*	$	27,000.00
301-360*	$	27,500.00

* if applicable

c. Intentionally Omitted.

d. Until further notice by Landlord to Tenant, rent checks shall be payable to and mailed to:

Isely Family Land Trust, LLC
c/o Kemper Isely
12612 W Alameda Parkway
Lakewood, Colorado 80228

2. INITIAL TERM. TERM. LEASE YEAR. OPTIONS

e. Notwithstanding the foregoing provisions of Sections (b) and (d) above of this Article 2: (i) if the Term shall expire during the month of October, November or December of any year, then Tenant may, at its option by notice to Landlord not later than three (3) months prior to the end of the Term, elect to extend the Term until the immediately following January 31st; and (ii) if the effective date of termination by Tenant under Section (d) above shall occur during the month of October, November or December of any year, then Tenant may, at its option by notice to Landlord not later than three (3) months prior to the effective date of termination, elect to extend the effective date of termination until the immediately following January 31st.

3. DELIVERY OF POSSESSION

a. Tenant has possession of the Premises.

4. Reserved

5. RENT COMMENCEMENT

a. Tenant shall commence paying Fixed Rents pursuant to Article 1 hereof March 1, 2012

6. PARKING AND LATENT DEFECTS

7. EXCLUSIVES

Tenant, at its sole discretion, shall have the one-time right to terminate this Lease by giving thirty (30) days written notice of termination delivered to Landlord within thirty (30) days after the Correction Deadline. If Tenant does not timely exercise the aforesaid right to terminate the Lease, then the Fixed Rent shall automatically revert to full Fixed Rent effective as of the expiration of the Correction Deadline. This notwithstanding, in the event another occupant or tenant leasing space violates the Exclusive Use without Landlord’s permission or consent (a “Rogue Tenant”), Tenant shall deliver written notice of such violation to Landlord and Landlord shall endeavor to cause such tenant to cease violation of the Exclusive Use, which may include seeking injunctive relief to enjoin or restrain such tenant from violating the Exclusive Use and provided Landlord has exercised such efforts to cause such Rogue Tenant to cease violation of the Exclusive Use, Landlord shall not be deemed to be in violation of its obligations under this Lease.

8. UTILITIES

9. REPAIRS. CONFORMITY WITH THE LAW

sewers, sewer connections, pipes, conduits, ducts and wires leading to and from the Leased Premises and Building. In addition to Landlord’s warranty obligations under Article 4 above, and notwithstanding the foregoing, Landlord, at Landlord’s cost and expense, shall maintain, repair, and replace the structural elements of the Building (including the roof) and Leased Premises for one (1) year after Tenant’s acceptance of possession, provided that any repairs necessitated by the negligence, fault of willful misconduct of Tenant, its agents, employees or contractors shall be Tenant’s responsibility at Tenant’s expense. No roof penetrations may be made by Tenant that would invalidate roof warranties during any time in which Landlord is responsible for the roof; if necessary to preserve such warranties, roof penetrations shall be made at Tenant’s expense by Landlord’s roofing contractor during any time in which Landlord is responsible for the roof. Notwithstanding the foregoing, if the Landlord’s contractor is commercially unreasonably expensive, then the Tenant will pay a commercially reasonable amount to such roofing contractor, and the Landlord will pay the balance. Upon delivery of possession of the Leased Premises to Tenant, Landlord shall cause all contractor’s and manufacturer’s warranties and guaranties relating to the Leased Premises to be assigned to Tenant, or to the extent not assignable, then to be issued in Tenant’s name.

b. Tenant agrees to comply with all Environmental Laws, with respect to Tenant’s use of Hazardous Materials in or around the Leased Premises and/or Building. Tenant shall indemnify, defend and hold Landlord, its agents, employees, legal representatives, successors and assigns, harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Leased Premises and/or Building, damages for the loss or restriction on use of any rentable or usable space or of any amenity of the Leased Premises and/or Building, damages arising from any adverse impact on marketing of space in the Leased Premises and/or Building, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term as a result of Tenant’s violation of any applicable Environmental Laws relating to the production, storage, handling or transportation of Hazardous Substances in or around the Leased Premises and/or Building. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions that results in any cleanup, remedial, removal or restoration work required by any federal, state, or local governmental agency or political subdivision arising from a violation of any such Environmental Laws by Tenant. Without limiting the foregoing, if the presence of any Hazardous Substances on or about the Leased Premises and/or Building caused or permitted by Tenant results in any contamination of any portion thereof; Tenant shall promptly take all actions at its sole expense as are necessary to return the Leased Premises and/or Building to the condition existing prior to the introduction of any such Hazardous Substances normal wear and tear excepted.

10. SIGNS. TENANT’S FIXTURES

a. Tenant may install and operate interior and exterior electric and other signs, and in so doing shall comply with all lawful requirements. Tenant shall have the right to install mechanical equipment, including satellite dishes or other antennae for telecommunications affixed to the roof or other

portions of the Building or other portions of the Leased Premises. The installation, operation, repair and/or removal of the satellite dishes or other antennae shall not void or invalidate any roof warranty that is in the name of Landlord or any assignee thereof. Tenant will ensure that the satellite dishes or other antennae for telecommunications, and each part of it, will be maintained and operated in accordance with all local and building rules of construction and occupancy codes and shall be responsible for the repair of all damage to the Leased Premises (including but not limited to the roof of the Leased Premises) caused as a result of the installation of the satellite dishes or other antennae for telecommunications, and Tenant’s maintenance, use, operation, and/or removal thereof. The satellite dishes or other antennae for telecommunications is and shall remain the property of Tenant or Tenant’s assignee, transferee or sublessee, and Landlord and Tenant agree that the installation thereof at the Leased Premises shall not cause the satellite dishes or other antennae for telecommunications to become a fixture pursuant to this Lease or by operation of law. Tenant shall be responsible for the repair and maintenance of the satellite dishes or other antennae for telecommunications during the Term of this Lease, at its sole cost and expense, and upon the expiration or the termination of this Lease shall immediately remove, or cause to be removed, said satellite dishes or other antennae for telecommunications and be responsible for the repair of damage to the roof of the Leased Premises caused as a result of such removal. Tenant shall defend, indemnify and hold Landlord harmless from and against any personal injury or property damage caused by the installation, maintenance, use, operation and/or removal of the satellite dishes or other antennae for telecommunications. Tenant may also install pay telephones, automatic teller machines and other electronic consumer service apparatus on the Leased Premises.

11. ALTERATIONS

12. ASSIGNMENT AND SUBLETTING; USE

affecting the Leased Premises.

13. CASUALTY; CONDEMNATION

14. LANDLORD’S RIGHT TO INSPECT

Landlord may at reasonable times during Tenant’s business hours, and after so advising Tenant at least one (1) business day before, enter the Building for the purpose of examining and of making any

repairs required of Landlord under this Lease, or for the purpose of showing the Leased Premises to prospective purchasers or tenants, but not so as to interfere with Tenant’s business.

15. SURRENDER

16. DEFAULT AND REMEDIES

17. TITLE AND POSSESSION

warranty and representation. Landlord shall also provide Tenant with an as-built survey of the Leased Premises drawn per ALTA standards and certified to Tenant within thirty (30) days after Tenant’s acceptance of possession of the Leased Premises.

c. It is understood and agreed that Tenant shall, in no event, be obligated to accept possession of the Leased Premises until the Landlord has complied with the provisions of this Article.

18. REAL ESTATE TAXES

special assessment.

d. Intentionally Omitted.

19. INSURANCE

lender

20. MUTUAL INDEMNITY

21. Reserved

22. PREVAILING PARTY

23. NOTICES

24. GUARANTY None

25. TRANSFER OF TITLE

26. RENT TAX

27. ESTOPPEL CERTIFICATE

Tenant and Landlord agree to execute and deliver to the other party within twenty (20) days after receipt of the other party’s request, estoppel certificates in a form reasonably acceptable to Tenant, which certificates may include information as to any modification of this Lease, the date of commencement of

the Lease Term and the termination date of this Lease, and to the best of Tenant’s or Landlord’s knowledge, whether or not the other party is in default of this Lease. In no event shall Tenant be required to provide any party an estoppel certificate prior to the date possession of the Leased Premises is delivered or prior to completion of Punchlist items.