<PAGE>
STOCK COLLATERAL
ACKNOWLEDGMENT AND CONSENT
This Stock Collateral Acknowledgment and Consent (the "Acknowledgment") is
given with respect to the following facts and circumstances:
A. Khaledi Family Partnership I, a California general partnership,
Khaledi Family Trust Dated May 17, 1995, Parviz Vazin and Vida
Vazin (collectively, the "Pledgor"), entered into that certain
Pledge Agreement dated March 26, 1999 (the "Pledge Agreement"),
in favor of Grocers Capital Company, a California corporation
("GCC"), whereby Pledgor agreed to pledge all stock owned by
Pledgor in K.V. Mart Co. (the "Company") consisting of 8,978
shares in the aggregate (the "Original Securities") in connection
with GCC accepting a Promissory Note in the principal amount of
$3,600,000 from the Pledgor. On the date of the Pledge Agreement,
the Original Shares (excluding those 898 shares purchased by
Pledgors from GCC) were held as reflected on Exhibit A hereto.
B. Pursuant to Section 3.1 of the Pledge Agreement, Pledgor was
required to deposit as security with GCC the Original Securities.
As of the date hereof, Pledgor has not made such deposit.
C. Subsequent to the execution of the Original Pledge Agreement, the
Khaledi Family Partnership I was liquidated and its shares
transferred to the Khaledi Family Trust dated May 17, 1995, a
portion of the Original Securities were transferred by certain
Pledgors to related individuals and the shares purchased from GCC
were allocated to the various Pledgors. The Original Securities
are now held by the parties and in the amounts indicated on
Exhibit B attached hereto (the "Current Shareholders").
Each of the parties below, therefore, hereby agrees as follows:
1. The Original Pledge Agreement is in full force and effect and has
not been amended.
2. The Current Shareholders received the Original Securities subject
to, and conditioned upon, the provisions of the Original Pledge Agreement.
1
<PAGE>
3. The Current Shareholders agree to deliver to GCC herewith the
original share certificates listed on Exhibit B with stock powers endorsed
in blank in the form attached hereto as Exhibit C to be held by GCC as
Pledged Collateral to secure the Obligations as those terms are defined in
the Pledge Agreement.
4. The parties hereto shall, upon the request of Unified, execute,
acknowledge and deliver such further instruments and perform such other
acts as may be reasonably necessary, desirable or proper to carry out the
purposes of this Acknowledgment.
IN WITNESS WHEREOF, the undersigned have executed this Acknowledgment
as of the date stated below.
Dated as of May 12, 2000.
Khaledi Family Trust Dated May 17,
1995
_______________________________ By:_________________________________
Parviz Vazin Darioush Khaledi, Trustee
_______________________________
Vida Vazin
____________________________________
Salomeh Khaledi
___________________________________
Khashayar Khaledi
2
<PAGE>
Exhibit A
---------
Original Securities
<TABLE>
<CAPTION>
------------------------------------------------------------
Certificate
Number Shares Issued To
------------------------------------------------------------
<S> <C> <C>
1 4,720 Khaledi Family Partnership I
------------------------------------------------------------
2 3,360 Parviz Vazin and Vida Vazin
------------------------------------------------------------
898*
-----
------------------------------------------------------------
8,978
------------------------------------------------------------
</TABLE>
* Shares purchased by Pledgors from GCC
<PAGE>
Exhibit B
---------
New Securities
<TABLE>
<CAPTION>
Certificate Shares Issued To
----------- ------ ---------
<S> <C> <C>
No. 5 47.2 Salomeh Khaledi
No. 6 47.2 Khashayar Khaledi
No. 10 3,725.9 Paul Vazin
No. 11 5,157.7 Khaledi Family Trust Dated May 17, 1995
-------
8,978.0
</TABLE>
<PAGE>
Exhibit C
---------
Stock Assignment Separate from Certificate
FOR VALUE RECEIVED, the undersigned hereby sell, assign and transfer unto:
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------
---------------------
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
______________________________________(______) Shares of the Common Stock of
K.V. Mart Co., a California corporation, standing in the name of the undersigned
on the books of said Corporation represented by certificate(s) No.
__________________ delivered herewith and do hereby irrevocably constitute and
appoint the Corporate Secretary of K.V. Mart Co. as the attorney of the
undersigned to transfer the said stock on the books of the within named
Corporation with full power of substitution.
Dated: __________________ ____________________________________
____________________________________
THE SIGNATURE(S) ON THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) ON THE FACE
OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE.
