EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the "Agreement") is made as of the 16th day of December, 1997, by and among Whole Foods Market, Inc., a Texas corporation (the "Parent"); WFM Colorado Acquisition, Inc., a Colorado corporation (the "Subsidiary"); Allegro Coffee Company, Inc., a Colorado corporation (the "Company"); and the individuals listed on Schedule I hereto (the "Shareholders").

In consideration of the mutual covenants and agreements contained herein, the parties hereto covenant and agree as follows:

(a) The Articles of Incorporation of the Company, as in effect on the Effective Date, shall continue in full force and effect and shall be the Certificate of Incorporation of the Surviving Corporation.

(b) The Bylaws of the Company, as in effect as of the Effective Date, shall continue in full force and effect and shall be the Bylaws of the Surviving Corporation.

(c) The members of the Board of Directors and the officers of the Surviving Corporation shall be the persons holding such offices in the Subsidiary as of the Effective Date. None of the members of the Board of Directors or the officers of the Company as of the date hereof shall become members of the Board of Directors or executive officers of the Surviving Corporation upon the Effective Date.

(a) The Surviving Corporation shall have all the rights, privileges immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Colorado.

(b) The Surviving Corporation shall possess all of the rights, privileges immunities and franchises, of either a public or private nature, of the Company and the Subsidiary and all property, real, personal and mixed, and all debts due on whatever account, including subscription to shares, and all other choses in action, and every other interest of or belonging or due to the Company and the Subsidiary shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.

(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of the Company and the Subsidiary, and any claim existing or action or proceeding pending by or against the Subsidiary or the Company may be prosecuted as if the Merger had not occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the Subsidiary or the Company shall be impaired by the Merger.

(a) The outstanding shares of common stock, no par value, of the Company ("Company Common Stock") in the aggregate and on a fully diluted basis (assuming the exercise of the "Convertible Securities" (defined hereinafter)) immediately prior to the Effective Date, shall at the Effective Date, by virtue of the Merger and without any action on the part of the holders thereof, be converted into such number of shares of common stock, no par value, of Parent ("Parent Common Stock") as is equal to $7,862,500 divided by the average closing price (the "Determination Price") of Parent Common Stock (as reported by the Southwest Edition of The Wall Street Journal) on the Nasdaq National Market System for the 30 trading days ended two trading days prior to the Closing Date. The foregoing number of shares of Parent Common Stock shall be referred to hereinafter as the "Merger Consideration".

(b) The Shareholders owning Convertible Securities hereby exercise their respective Convertible Securities, provided that such exercise shall be effective as of the Effective Date. As set forth in paragraph (a) above, the shares of Company Common Stock to be issued upon the exercise of the Convertible Securities shall be included in the shares of Company Common Stock that are to be converted into Parent Common Stock as set forth therein. The ownership percentages of the Shareholders, as set forth on Schedule 1 to this Agreement, have been adjusted so that the Merger Consideration to be received by holders of the Convertible Securities is reduced by the exercise price of such Convertible Securities. The term "Convertible Securities" shall mean all outstanding options, warrants or other securities of the Company convertible into Common Stock immediately prior to the Effective Date.

(c) Each share of common stock, $.01 par value, of Subsidiary which shall be outstanding immediately prior to the Effective Date, shall at the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of newly issued Company Common Stock.

(d) The Merger Consideration shall be allocated among the Shareholders in accordance with the ownership percentages set forth opposite their names on Schedule 1 to this Agreement. No scrip or fractional shares of Parent Common Stock shall be issued in the Merger. All fractional shares of Parent Common Stock to which a Shareholder of the Company would otherwise be entitled with respect to each certificate representing Company Common Stock issued pursuant to this Agreement shall be aggregated. If a fractional share results from such aggregation, such Shareholder shall be entitled to receive from Parent an amount in cash in lieu of such fractional share, based on a per share price equal to the Determination Price.

(a) The Company has delivered to Parent true, correct and complete copies of the following financial statements (collectively, the "Company Financial Statements"): (i) the unaudited balance sheet of the Company as of December 31, 1996, and the related statement of income for the year then ended, and (ii) the unaudited balance sheet of the Company as of October 31, 1997, and the related statement of income for the ten months then ended.

(b) The Company Financial Statements present fairly the assets, liabilities and financial position of the Company as of the dates thereof and the results of operations thereof for the periods then ended and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis with prior periods. The books and records of the Company have been and are being maintained in accordance with good business practice, reflect only valid transactions, are complete and correct in all material respects, and present fairly in all material respects the basis for the financial position and results of operations of the Company set forth in the Company Financial Statements.

(c) As of the Closing Date, the Closing Value of the Company, as determined in accordance with Section 5.7 of this Agreement, will be no less than $1,500,000.

(i) suffered any change in its business, results of operations, working capital, assets, liabilities or condition (financial or otherwise) or the manner of conducting its business other than changes in the ordinary course of business that, individually or in the aggregate, have not had a material adverse effect on the Company;

(ii) suffered any damage or destruction to or loss of its assets not covered by insurance, or any loss of suppliers, that has a material adverse effect on the business, results of operations, assets or condition (financial or otherwise) of the Company;

(iii) acquired or disposed of any asset, or incurred, assumed, guaranteed, endorsed, paid or discharged any indebtedness, liability or obligation, or subjected or permitted to be subjected any material amount of assets to any lien, claim or encumbrance of any kind, except in the ordinary

course of business or pursuant to agreements in force at the date of this Agreement;

(iv) forgiven, compromised, canceled, released, waived or permitted to lapse any material rights or claims;

(v) entered into or terminated any material agreement, commitment or transaction, or agreed or made any changes in material leases or agreements, other than renewals or extensions thereof and leases, agreements, transactions and commitments entered into in the ordinary course of business;

(vi) written up, written down or written off the book value of any material amount of assets;

(vii) declared, paid or set aside for payment any dividend or distribution with respect to its capital stock;

(viii) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to changes in the terms and conditions of any such rights outstanding as of the date of this Agreement;

(ix) increased the compensation of or paid any bonuses to any employees or contributed to any employee benefit plan, other than in accordance with established policies, practices or requirements;

(x) entered into any employment, consulting, compensation or collective bargaining agreement with any person or group; or

(xi) entered into, adopted or amended any employee benefit plan.

excise and sales taxes; has either paid in full all taxes that have become due as reflected on any return or report and any interest and penalties with respect thereto or has fully accrued on its books or has established adequate reserves for all taxes payable but not yet due; and has made required cash deposits with appropriate governmental authorities representing estimated payments of taxes, including income taxes and employee withholding tax obligations. No extension or waiver of any statute of limitations or time within which to file any return has been granted to or requested by the Company with respect to any tax. No unsatisfied deficiency, delinquency or default for any tax, assessment or governmental charge has been assessed (or, to the knowledge of the Company, claimed or proposed) against the Company, nor has the Company received notice of any such deficiency, delinquency or default.

(a) The Company has good and marketable fee or leasehold title to the assets reflected in its books and records as being owned or leased, including (except as they have since been affected by transactions in the ordinary course of business) the real and personal properties reflected in the Company Financial Statements (except for assets subject to financing leases required to be capitalized under generally accepted accounting principles, all of which are so reflected in the Company Financial Statements or notes thereto), and all assets purchased by the Company since the date of the Company Financial Statements (except for such assets as have been disposed of by the Company in the ordinary course of business), free and clear of any lien, claim or encumbrance, except as reflected in the Company Financial Statements or notes thereto and except for:

(i) liens for taxes, assessments or other governmental charges not yet due and payable;

(ii) statutory liens incurred in the ordinary course of business with respect to liabilities that are not yet due and payable;

(iii) landlord liens contained in leases in the ordinary course of business; and

(iv) such imperfections of title and/or encumbrances as are not material in character, amount or extent and do not materially detract from the value or interfere with the use of the properties and assets subject thereto or affected thereby.

(b) The Company does not own, nor has it ever owned, any real property. With respect to the Company's leased real property (the "Real

Estate"), to the Company's knowledge, (i) applicable zoning ordinances permit the operation of the Company's business at the Real Estate; (ii) the Company has all easements and rights, including easements for all utilities, services, roadways and other means of ingress and egress, necessary to operate its business on the Real Estate; (iii) the Real Estate is not located within a flood or lakeshore erosion hazard area; and (iv) neither the whole nor any portion of the Real Estate has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received; except in each case where the failure of such provisions to be true and correct would not have a material adverse effect on the business and operations of the Company. No such condemnation, requisition or taking is threatened or contemplated to the Company's knowledge, and there are no pending public improvements which may result in special assessments against or which may otherwise materially and adversely affect the Real Estate. To the knowledge of the Company, the Real Estate has not been used for deposit or disposal of hazardous wastes or substances in violation of any past or current law in any material respect and there is no material liability under past or current law with respect to any hazardous wastes or substances which have been deposited or disposed of on or in the Real Estate.

(c) The Company has received no notice of, and has no actual knowledge of, any material violation of any zoning, building, health, fire, water use or similar statute, ordinance, law, regulation or code in connection with the Real Estate.

(d) To the knowledge of the Company, no hazardous or toxic material (as hereinafter defined) exists in any structure located on, or exists on or under the surface of, the Real Estate which is, in any case, in material violation of applicable environmental law. For purposes of this Section, "hazardous or toxic material" shall mean waste, substance, materials, smoke, gas or particulate matter designated as hazardous, toxic or dangerous under any environmental law. For purposes of this Section, "environmental law" shall include the Comprehensive Environmental Response Compensation and Liability Act, the Clean Air Act, the Clean Water Act and any other applicable federal, state or local environmental, health or safety law, rule or regulation relating to or imposing liability or standards concerning or in connection with hazardous, toxic or dangerous waste, substance, materials, smoke, gas or particulate matter.

(a) contracts with any labor union; employee benefit plans or contracts; and employment, consulting or similar contracts, including confidentiality agreements;

(b) leases, whether as lessor or lessee; loan agreements, mortgages, indentures, instruments of indebtedness or commitments in each case involving indebtedness for borrowed money or money loaned to others; and guaranty or suretyship, performance bond, indemnification or contribution agreements involving obligations;

(c) contracts with third parties that involve aggregate payments by the Company of more than $25,000;

(d) insurance policies material to the business of the Company; and

(e) other contracts that are material to the operations, business or financial condition of the Company.

To the extent requested, the Company has furnished or made available accurate and complete copies of the foregoing contracts and agreements to Parent. All such contracts are valid, binding, subsisting and enforceable obligations of the Company. No contracts or commitments have been made by the Company granting any person any right to develop, franchise, license, own, manage or operate the Supermarkets or any future store. The Company has not entered into any commitment or understanding for the lease of real property other than the Real Estate.

occurred that, with the lapse of time or the giving of notice or both, would constitute a violation of or default under, or permit the termination or the acceleration of maturity of, or result in the imposition of a lien, claim or encumbrance upon any property or asset of the Company pursuant to, the articles of incorporation or bylaws of the Company or any loan or lease agreement, other agreement or instrument, judgment, order, injunction or decree to which the Company is a party, by which it is bound, or to which any of its assets is subject, except where such violation or default would not have a material adverse effect on the business, results of operations, assets or the condition, financial or otherwise, of the Company. To the knowledge of the Company, there are no existing violations of any law applicable to the Company's business that have a material adverse effect on the Company's business, operations, properties, assets or condition.

(a) The Company is not party to any collective bargaining agreements with any union, and no collective bargaining agreement is currently being negotiated by the Company.

(b) There are no discrimination charges against the Company
(relating to sex, age, race, national origin, handicap or veteran status) pending before any federal or state agency or authority.

(c) There is no labor strike or similar material dispute pending or, to the best knowledge of the Company, threatened against or involving the Company.

(d) There is no arbitration proceeding under any collective bargaining agreement pending or, to the knowledge of the Company, threatened involving any employees of the Company.

(e) For the past two years, the Company has followed the practices outlined in its employee policy manuals in all material respects with regard to conditions and terms of employment and termination benefits with respect to its employees.

and applicable state securities laws or an exemption from registration is available therefor and (b) either such Shareholder is an "accredited investor" as such term is used in Regulation D under the 1933 Act or such Shareholder has appointed Clarence Peterson to act as a "purchaser representative" in accordance with Regulation D.

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has filed on a timely basis all documents required to be filed by it with the Securities and Exchange Commission (the "SEC") and all such documents complied as to form with the applicable requirements of law. All financial statements included in such documents, including without limitation, the SEC Reports, (i) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein), (iii) fairly present the financial position, results of operations and cash flows of Parent as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent with the books and records of Parent. Since the date of the most recent SEC Reports, there has not been any material adverse change in the assets, business, financial condition or results of operations of Parent.

however, that nothing in this Section 5.1 shall require a party to expend any monies to obtain the consent of a third party except as otherwise specifically required under this Agreement.

(a) As soon as practicable, Parent shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") registering the Parent Shares for resale to the public. Parent shall use its best efforts to cause the Registration Statement (i) to become effective as soon as practicable after the filing thereof (but in any event prior to the "Pooling Publication Date" (defined herein) and (ii) to remain effective so that such Parent Shares may be offered and sold on a continuous or delayed basis in accordance with Rule 415 under the 1933 Act, until the earlier of one year after the Closing Date or such time as all of the Parent Shares have been sold by the Shareholders.

(b) Based upon the written opinion of Parent's securities law counsel, Parent may, by written notice to the Shareholders, for a period not to exceed 60 days, suspend or withdraw the Registration Statement and require that the Shareholders cease sales of the Parent Shares thereunder, if (i) Parent is engaged in negotiations or preparations for any transaction that Parent desires to keep confidential for valid business reasons, and (ii) Parent determines in good faith that the public disclosure requirements imposed on Parent as a result of the Registration Statement would require public disclosure of such negotiations or preparations; provided, however, that Parent may not exercise this right on more than one occasion.

(c) Parent agrees to indemnify and hold harmless the Shareholders, and any broker or agent selling the Parent Shares on behalf of the Shareholders, against any losses, claims, damages or liabilities to which any such person may become subject under the 1933 Act, or otherwise, insofar as such losses, claims, damages or liabilities arise from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus included therein, or any supplemental filings, or other documents, incident to the Registration Statement, or arise out of or are based upon the

omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as such losses, claims, damages or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of the Shareholders specifically for use in such registration statement or prospectus).

(d) Parent shall bear all expenses of the Registration Statement filed hereunder, which shall include, without limitation, all registration and filing fees and the reasonable fees and disbursements of counsel and accountants for Parent; but which shall not include any selling commissions or underwriting discounts or stock transfer taxes for the Shareholders or their brokers or underwriters or of any counsel or accountants retained by the Shareholders.

their eligibility for inclusion in, and the level of benefits granted after the Effective Date under, such plans.

(a) Not later than 100 days after the Closing, the Parent, at its own cost, shall prepare and deliver to the Shareholders an unaudited balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet"), prepared in accordance with generally accepted accounting principles, applied consistently with the Company's past practices. The Shareholders shall conduct a complete physical inventory of the Company's product inventory and fixed assets as of the Closing Date for the purpose of preparing the Closing Balance Sheet and shall permit Parent and its accountants to participate in such audit.

(b) In connection with preparing the Closing Balance Sheet, Parent shall determine the Net Book Value (as defined herein) of the Company as of the Closing Date (the "Closing Date Value"), which shall be set forth on the Closing Balance Sheet. For purposes of this Agreement, "Net Book Value" shall mean the difference of (i) total assets of the Company less
(ii) total liabilities of the Company (including Bank Debt (as defined hereinafter)), as computed in accordance with generally accepted accounting principles consistently applied.

(c) Within 60 days after the Closing Balance Sheet is delivered to the Shareholders pursuant to clause (a) above, the Shareholders, at their own cost, shall complete their examination thereof, and provide for the examination thereof by their accountants, if necessary, and shall deliver to the Parent either (i) a written acknowledgment accepting the Closing Balance Sheet, including the determination of the Closing Date Value, or
(ii) a written report of a Big Six accounting firm engaged by Shareholders setting forth in reasonable detail any proposed adjustments to the Closing Balance Sheet or the Closing Date Value ("Adjustment Report"). A failure by the Shareholders to deliver the Adjustment Report within the required 60 day period shall constitute their acceptance of the Closing Balance Sheet and the Closing Date Value.

(d) During a period of 30 days following the receipt by the Parent of the Adjustment Report, the Shareholders and Parent shall attempt to resolve any difference they may have with respect to the matters raised in the Adjustment Report. In the event Shareholders and Parent fail to agree on all of the proposed adjustments contained in the Adjustment Report within such 30 day period, then Shareholders and Parent mutually agree that the Boulder, Colorado office of [independent Big Six firm] (the "Independent Auditors") shall make the final

determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. The decision of the Independent Auditors shall be final and binding on the Shareholders and Parent, and may be used in a court of law by either the Shareholders or Parent for the purpose of enforcing such decision. The costs and expenses of the Independent Auditors and their services rendered pursuant to this clause (d) shall be borne by the non- prevailing party or, if neither party prevails, equally by Shareholders and Parent.

The representations and warranties hereunder shall not be affected or diminished by any investigation at any time by or on behalf of the party for whose benefit such representations and warranties were made. All statements contained herein or in any certificate, exhibit, list or other document delivered pursuant hereto shall be deemed to be representations and warranties.

(a) The indemnified party shall give prompt written notice (which in no event shall exceed 30 days from the date on which the indemnified party first became aware of such claim or assertion) to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in Sections 8.1 or 8.2 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known.

(b) If any action, suit or proceeding is brought against the indemnified party with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 8.1 or 8.2 hereof, the action, suit or proceeding shall, at the election of the indemnifying party, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized in writing by the indemnifying party in connection with the defense of such action, suit or proceeding. Notwithstanding the foregoing, (i) if there are defenses available to the indemnified party which are inconsistent with those available to the indemnifying party to such extent as to create a conflict of interest between the indemnifying party and the indemnified party, the indemnified party shall have the right to direct the defense of such action, suit or proceeding insofar as it relates to such inconsistent defenses, and the indemnifying party shall be responsible for the reasonable fees and expenses of the indemnified party's counsel insofar as they relate to such inconsistent defenses, and (ii) if such action, suit or proceeding involves or could have an effect on matters beyond the scope of the indemnity agreements contained in Sections 8.1 and 8.2 hereof, the indemnified party shall have the right to direct (at its own expense) the defense of such action, suit or proceeding insofar as it relates to such other matters. The indemnified party shall be kept fully informed of such action, suit

or proceeding at all stages thereof whether or not it is represented by separate counsel.

(c) The indemnified party shall make available to the indemnifying party and its attorneys and accountants all books and records of the indemnified party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding.

(d) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party.

(e) Parent shall be entitled to assert a claim against the Parent Shares escrowed pursuant to the Post-Closing Escrow Agreement in respect of any amounts to which it is entitled to receive by virtue of this Article 8.

(f) The indemnification obligations of the Shareholders shall be joint and several; provided, however, that no Non-Core Shareholder shall be required to indemnify the Parent or Subsidiary for any amounts in excess of the Merger Consideration received by such Non-Core Shareholder.

(a) by mutual consent of the Company and Parent.

(b) by Parent or Subsidiary if there has been a material misrepresentation or breach of warranty in the representations and warranties of the Company or the Shareholders set forth herein or if there has been any material failure on the part of the Company or the Shareholders to comply with its obligations hereunder;

(c) by the Company or the Shareholder Representative (as defined in the Post-Closing Escrow Agreement) if there has been a material misrepresentation or breach of warranty in the representations and warranties of Parent or Subsidiary set forth herein or if there has been any material failure on the part of Parent or Subsidiary to comply with its obligations hereunder;

(d) by the Company or Parent if the transactions contemplated by this Agreement have not been consummated by January 15, 1998, unless the parties otherwise agree or unless such failure of consummation is due to the

failure of the terminating party to perform or observe the covenants and agreements hereof to be performed or observed by it at or before the Closing Date; and

(e) by the Company or Parent if the transactions contemplated hereby violate any order, decree or judgment of any court or governmental body or agency having competent jurisdiction.

In the event of the termination of this Agreement pursuant to this Section 9.1, this Agreement shall forthwith become null and void and of no further force or effect; provided, however, that the parties hereto shall remain liable for any breach of this Agreement prior to its termination.

representations, warranties, and covenants made by Shareholders in this Agreement; or (d) Shareholders have a right of contribution from or indemnification by the Surviving Corporation to the extent that there is any recovery against him. Each of the Shareholders further agrees that he shall not under any circumstances whatsoever affirmatively seek any contribution from or indemnification by the Surviving Corporation for any losses, damages, expenses or other claims, regardless of form, suffered by him arising out of, related to or in connection with this Agreement or any other agreement contemplated hereby (except pursuant to Section 8.2) or any transaction contemplated hereby or thereby.

(i) If to the Shareholders:

c/o Clarence Peterson, as the Shareholder Representative 1930 Central Avenue Boulder, Colorado 80301 Fax (303) 449-5259

with a copy to:

Stuart Cohn
Xerox Centre
Suite 3330
55 West Monroe Street Chicago, Illinois 60603 Fax (312) 704-4489

(ii) If to the Company (after the Closing), Parent or Subsidiary:

Whole Foods Market, Inc. 601 N. Lamar Blvd.

Suite 300
Austin, Texas 78703-5413
Attention: John Mackey, Chairman
Fax: 512-477-1069

with a copy to:

Crouch & Hallett, L.L.P.
717 N. Harwood, Suite 1400
Dallas, Texas 75201
Attention: Bruce H. Hallett
Fax: 214-953-0576

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, fax confirmation, the delivery receipt or the affidavit of courier or messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

(other than disclosure to governmental agencies required in connection with any tax return preparation or examination) and shall not use such information to the detriment or competitive disadvantage of the Company.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WFM COLORADO ACQUISITION, INC.

By: /s/ Glenda Flanagan
   ----------------------------------------------
Name:
Title:

WHOLE FOODS MARKET, INC.

By: /s/ Glenda Flanagan
   ----------------------------------------------
Name:
Title:

ALLEGRO COFFEE COMPANY, INC.

By: /s/ Terrence P. Tierney
   ---------------------------------------------
Name: Terrence P. Tierney
Title: President and C.E.O.

SHAREHOLDERS:

/s/ Jeffrey Cohn
------------------------------------------------
Jeffrey Cohn

/s/ Clarence Peterson
------------------------------------------------
Clarence Peterson

/s/ William McReynolds
------------------------------------------------
William McReynolds

/s/ Barnet Feinblum
------------------------------------------------
Barnet Feinblum

/s/ Julie A. Feinblum
------------------------------------------------
Julie A. Feinblum

/s/ Joshua Feinblum by Barnet Feinblum.
Custodian
------------------------------------------------
Joshua Feinblum

/s/ Daniel Feinblum, by Barnet Feinblum,
Custodian
------------------------------------------------
Daniel Feinblum

/s/ Michael Wilkins
------------------------------------------------
Michael Wilkins

/s/ Stuart Cohn
------------------------------------------------
Stuart Cohn

/s/ Terry Tierney
------------------------------------------------
Terry Tierney

/s/ Anil Arora
------------------------------------------------
Anil Arora

/s/ Kevin Knox
------------------------------------------------
Kevin Knox

/s/ Patricia McCarthy
------------------------------------------------
Patricia McCarthy

/s/ Lynne Vickerstaff
------------------------------------------------
Lynne Vickerstaff

/s/ Jeff Schoolmaster
------------------------------------------------
Jeff Schoolmaster

/s/ Karen Knoll
------------------------------------------------
Karen Knoll

/s/ Joan Hillsten
------------------------------------------------
Joan Hillsten

/s/ Richard Kessler
------------------------------------------------
Richard Kessler

/s/ Wendy Goldner
------------------------------------------------
Wendy Goldner

/s/ Charles M. Patnoi for
Charles M. Patnoi Trust
------------------------------------------------
Charles M. Patnoi Trust

EXHIBIT 2.2

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the "Agreement") is made as of the 4th day of November, 1997, by and among Whole Foods Market, Inc., a Texas corporation (the "Parent"); Whole Foods Market Group, Inc., a Delaware corporation (the "Subsidiary"); the entities listed on Schedule I hereto (collectively the "Companies"); and the individuals listed on Schedule II hereto (the "Shareholders").

In consideration of the mutual covenants and agreements contained herein, the parties hereto covenant and agree as follows:

(a) The Certificate of Incorporation of the Subsidiary, as in effect on the Effective Date, shall continue in full force and effect and shall be the Certificate of Incorporation of the Surviving Corporation.

(b) The Bylaws of the Subsidiary, as in effect as of the Effective Date, shall continue in full force and effect and shall be the Bylaws of the Surviving Corporation.

(c) The members of the Board of Directors and the officers of the Surviving Corporation shall be the persons holding such offices in the Subsidiary as of the Effective Date. None of the members of the Board of Directors or the officers of the Companies as of the date hereof shall become members of the Board of Directors or executive officers of the Surviving Corporation upon the Effective Date.

(a) The Surviving Corporation shall have all the rights, privileges immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the laws of the State of Delaware.

(b) The Surviving Corporation shall possess all of the rights, privileges immunities and franchises, of either a public or private nature, of the Companies and the Subsidiary and all property, real, personal and mixed, and all debts due on whatever account, including subscription to shares, and all other choses in action, and every other interest of or belonging or due to the Companies and the Subsidiary shall be taken and deemed to be transferred or invested in the Surviving Corporation without further act or deed.

(c) At the Effective Date, the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of the Companies and the Subsidiary, and any claim existing or action or proceeding pending by or against the Subsidiary or the Companies may be prosecuted as if the Merger had not occurred, or the Surviving Corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of the Subsidiary or the Companies shall be impaired by the Merger.

customary documents as any party or its counsel may reasonably request for the purpose of consummating the transactions contemplated by this Agreement. All actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed.

(a) The outstanding shares of MOV Common Stock in the aggregate and on a fully diluted basis shall at the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, be converted into 1,013,340 shares (the "Merger Consideration") of Parent Common Stock. The shares of Parent Common Stock issued as the Merger Consideration shall be identical in rights to other outstanding shares of Parent Common Stock and shall be listed for trading on the Nasdaq National Market.

(b) The Merger Consideration shall be allocated among the Shareholders in accordance with their ownership percentages of the Companies set forth opposite their names on Schedule II to this Agreement. No scrip or fractional shares of Parent Common Stock shall be issued in the Merger. All fractional shares of Parent Common Stock to which a Shareholder of the Companies would otherwise be entitled with respect to each certificate representing MOV Common Stock issued pursuant to this Agreement shall be aggregated. If a fractional share results from such aggregation, such Shareholder shall be entitled to receive from Parent an amount in cash in lieu of such fractional share, based on a per share price of $39.28.

herewith in the form attached hereto as Exhibit C (the "Post-Closing Escrow Agreement"). The Post-Closing Escrow Agent shall hold such escrowed shares of Parent Common Stock for a period of one year, after which the escrowed shares shall be delivered to the Shareholders, subject to earlier claims in favor of Parent as set forth in the Post-Closing Escrow Agreement. The Shareholders hereby appoint Mr. Edward Jonna to act as their representative under the Post- Closing Escrow Agreement.

(a) The Companies has delivered to Parent true, correct and complete copies of (i) the combined unaudited balance sheets of the Companies as of December 31, 1996, and the related combined statements of income for the year then ended and (ii) the combined unaudited balance sheets of the Company as of September 30, 1997, and the related combined statements of income for the nine months then ended (collectively the "MOV Financial Statements").

(b) Except as set forth on the Disclosure Schedule, the MOV Financial Statements present fairly the assets, liabilities and financial position of the Companies as of the dates thereof and the results of operations thereof for the periods then ended and have been prepared in conformity with generally accepted accounting principles. The books and records of the Companies (which have been reviewed in part by representatives of the Parent and Subsidiary) have been and are being maintained in accordance with good business practice, reflect only valid transactions, are complete and correct in all material respects, and present fairly in all material respects the basis for the financial position and results of operations of the Companies set forth in the MOV Financial Statements.

(c) The Closing Date Value, as determined in accordance with Section 5.6 of this Agreement, will be no less than $800,000.

(i) suffered any change in its business, results of operations, working capital, assets, liabilities or condition (financial or otherwise) or the manner of conducting its business other than changes that, individually or in the aggregate, have not had a material adverse effect on the Companies;

(ii) suffered any damage or destruction to or loss of its assets not covered by insurance, or any loss of suppliers, that has a material adverse effect on the business, results of operations, assets or condition (financial or otherwise) of the Companies;

(iii) acquired or disposed of any material asset, or incurred, assumed, guaranteed, endorsed, paid or discharged any material indebtedness, liability or obligation, or subjected or permitted to be subjected any material amount of assets to any lien, claim or encumbrance of any kind, except in the ordinary course of business or pursuant to agreements in force at the date of this Agreement;

(iv) forgiven, compromised, canceled, released, waived or permitted to lapse any material rights or claims;

(v) entered into or terminated any material agreement, commitment or transaction, or agreed or made any changes in material leases or agreements, other than renewals or extensions thereof and leases, agreements, transactions and commitments entered into in the ordinary course of business;

(vi) written up, written down or written off the book value of any material amount of assets;

(vii) declared, paid or set aside for payment any dividend or distribution to the Shareholders or otherwise with respect to its capital stock;

(viii) redeemed, purchased or otherwise acquired, or sold, granted or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to changes in the terms and conditions of any such rights outstanding as of the date of this Agreement;

(ix) increased the compensation of or paid any bonuses to any employees or contributed to any employee benefit plan, other than in accordance with established policies, practices or requirements;

(x) entered into any employment, consulting, compensation or collective bargaining agreement (other than employment arrangements terminable at will or with 30 days or less notice) with any person or group; or

(xi) entered into, adopted or amended any employee benefit plan.

(a) Except as set forth in the Disclosure Schedule, each of the Companies has good and marketable title to the assets reflected in its books and records as being owned or leased, including (except as they have since been affected by transactions in the ordinary course of business) the real and personal properties reflected in the MOV Financial Statements (except for assets subject to financing leases required to be capitalized under generally accepted accounting principles, all of

which are so reflected in the MOV Financial Statements or notes thereto), and all assets purchased by the Companies since the date of the MOV Financial Statements (except for such assets as have been disposed of by the Companies in the ordinary course of business), free and clear of any lien, claim or encumbrance, except as reflected in the MOV Financial Statements or notes thereto and except for:

(i) liens for taxes, assessments or other governmental charges not yet due and payable;

(ii) statutory liens incurred in the ordinary course of business with respect to liabilities that are not yet due and payable;

(iii) landlord liens contained in leases in the ordinary course of business; and

(iv) such imperfections of title and/or encumbrances as are not material in character, amount or extent and do not materially detract from the value or interfere with the use of the properties and assets subject thereto or affected thereby.

(b) To the knowledge of the Companies and Shareholders, (i) applicable zoning ordinances permit the operation of the Merchant of Vino stores (the "Stores") at the sites set forth on Schedule 3.11(collectively the "Real Estate"); (ii) each of the Companies has all easements and rights, including easements for all utilities, services, roadways and other means of ingress and egress, necessary to operate the Stores; and (iii) neither the whole nor any portion of the Real Estate has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received; except in each case where the failure of such provisions to be true and correct would not have a material adverse effect on the business and operations of the Companies. To the knowledge of the Companies and the Shareholders, no such condemnation, requisition or taking is threatened or contemplated, and there are no pending public improvements which may result in special assessments against or which may otherwise materially and adversely affect the Real Estate. To the knowledge of the Companies and the Shareholders,
(i) the Real Estate has not been used for deposit or disposal of hazardous wastes or substances in violation of any past or current law in any material respect and (ii) there is no material liability under past or current law with respect to any hazardous wastes or substances which have been deposited or disposed of on or in the Real Estate.

(c) None of the Companies has received any notice of, and none of the Shareholders has actual knowledge of, any material violation of any zoning, building, health, fire, water use or similar statute, ordinance, law, regulation or code in connection with the Real Estate.

(d) To the knowledge of the Companies and Shareholders, no hazardous or toxic material (as hereinafter defined) exists in any structure located on, or exists on or under the surface of, the Real Estate which is, in any case, in material violation of applicable environmental law. For purposes of this Section, "hazardous or toxic material" shall mean waste, substance, materials, smoke, gas or particulate matter designated as hazardous, toxic or dangerous under any environmental law. For purposes of this Section, "environmental law" shall include the Comprehensive Environmental Response Compensation and Liability Act, the Clean Air Act, the Clean Water Act and any other applicable federal, state or local environmental, health or safety law, rule or regulation relating to or imposing liability or standards concerning or in connection with hazardous, toxic or dangerous waste, substance, materials, smoke, gas or particulate matter.

(i) contracts with any labor union; employee benefit plans or contracts; and employment, consulting or similar contracts, including confidentiality agreements;

(ii) leases, whether as lessor or lessee; loan agreements, mortgages, indentures, instruments of indebtedness or commitments in each case involving indebtedness for borrowed money or money loaned to others; and guaranty or suretyship, performance bond, indemnification or contribution agreements involving obligations;

(iii) contracts with third parties that involve aggregate payments by the Companies of more than $25,000;

(iv) insurance policies material to the business of the Companies; and

(v) other contracts that are material to the operations, business or financial condition of the Companies.

To the extent requested, the Companies has furnished or made available accurate and complete copies of the foregoing contracts and agreements to Parent. All such contracts are valid, binding, subsisting and enforceable obligations of the Companies. No contracts or commitments have been made by the Companies granting any person any right to develop, franchise, license, own, manage or operate the Stores or any future store. The Companies have not entered into any commitment or understanding for the lease of real property other than the Real Estate, other than a month-to-month lease for the office occupied by Merchant Management Affiliates, Inc.

(a) None of the Companies is party to any collective bargaining agreements with any union, and no collective bargaining agreement is currently being negotiated by the Companies.

(b) There are no discrimination charges against any of the Companies
(relating to sex, age, race, national origin, handicap or veteran status) pending before any federal or state agency or authority.

(c) There is no labor strike or similar material dispute pending or, to the knowledge of the Companies, threatened against or involving the Companies.

(d) There is no arbitration proceeding under any collective bargaining agreement pending or, to the knowledge of the Shareholders, threatened involving any employees of the Companies.

(e) To the knowledge of the Companies and Shareholders, for the past two years, the Companies have substantially followed the practices outlined in its employee policy manuals in all material respects with regard to conditions and terms of employment and termination benefits with respect to its employees.

of any agreement or action by the Companies, any right or valid claim against the Companies, Parent or any of Parent's affiliates for any commission, fee or other compensation as a broker or finder, or in any similar capacity in connection with the transactions contemplated herein.

otherwise, other than (i) the liabilities and obligations that are fully reflected in the SEC Reports, or incurred in the ordinary course of business and consistent with past practices since such date, (ii) liabilities or obligations not required to be disclosed in financial statements prepared in accordance with generally accepted accounting principles and (iii) liabilities incurred in connection with this Agreement and the transactions contemplated hereby.

(a) As soon as practicable, Parent shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") registering the Parent Shares for resale to the public. Parent shall cause the Registration Statement (i) to become effective as soon as practicable after the filing thereof (but in any event prior to the "Pooling Publication Date" (defined herein) and (ii) to remain effective so that such Parent Shares may be offered and sold on a continuous or delayed basis in accordance with Rule 415 under the 1933 Act, until the earlier of two years after the Closing Date or such time as all of the Parent Shares have been sold by the Shareholders.

(b) Based upon the written opinion of Parent's securities law counsel, Parent may, by written notice to the Shareholders, for a period not to exceed 30 days, suspend or withdraw the Registration Statement and require that the Shareholders cease sales of the Parent Shares thereunder, if (i) Parent is engaged in negotiations or preparations for any transaction that Parent desires to keep confidential for valid business reasons, and (ii) Parent determines in good faith that the public disclosure requirements imposed on Parent as a result of the Registration Statement would require public disclosure of such negotiations or preparations; provided, however, that Parent may not exercise this right on more than one occasion.

(c) Parent agrees to indemnify and hold harmless the Shareholders, and any broker or agent selling the Parent Shares on behalf of the Shareholders, against any losses, claims, damages or liabilities to which any such person may become subject under the 1933 Act, or otherwise, insofar as such losses, claims, damages or liabilities arise from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus included therein, or any supplemental filings, or other documents, incident to the Registration Statement, or arise out of or are based upon the omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as such losses, claims, damages or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of the Shareholders specifically for use in such registration statement or prospectus).

(d) Parent shall bear all expenses of the Registration Statement filed hereunder, which shall include, without limitation, all registration and filing fees and the reasonable fees and disbursements of counsel and accountants for Parent; but which shall not include any selling commissions or underwriting discounts or stock transfer taxes for the Shareholders or their brokers or underwriters or of any counsel or accountants retained by the Shareholders.

of their knowledge, (i) take any action, or fail to take any action, that would jeopardize the treatment of the Merger as a "pooling of interest" for accounting purposes or (ii) take any action, or fail to take any action, that would jeopardize qualification of the Merger as a reorganization within the meaning of
Section 368 of the Code. The Shareholders have agreed that, until such time (the "Pooling Publication Date") as financial results of Parent covering at least thirty days of combined operations of Parent and the Companies subsequent to the Closing Date have been published (Parent agreeing that it will cause such publication as promptly as practicable after the Closing consistent with the federal securities laws and accounting requirements but in no event later than the 60th day after the Closing Date), they will not sell or otherwise dispose of any Parent Shares. Parent will give instructions to its transfer agent with respect to the Parent Shares to the effect that no transfer of such shares shall be effected until the Pooling Publication Date.

(a) Not later than 150 days after the Closing, the Parent, at its own cost, shall prepare and deliver to the Shareholders an unaudited combined balance sheet of the Companies as of the Closing Date (the "Closing Balance Sheet"), prepared in accordance with generally accepted accounting principles. The Companies shall conduct a complete physical inventory of each of the Stores as of the Closing Date for the purpose of preparing the Closing Balance Sheet and shall permit Parent and its accountants to participate in such conduct. To the extent that a claim under the Post-Closing Escrow Agreement would result from the Closing Balance Sheet, Parent will deliver to the Shareholders a copy of any accounting work papers relating to the Closing Balance Sheet.

(b) In connection with preparing the Closing Balance Sheet, and in accordance with the standards set forth in clause (a) above, Parent shall determine the Net Book Value (as defined herein) of the Companies as of the Closing Date (the "Closing Date Value"), which shall be set forth on the Closing Balance Sheet. For purposes of this Agreement, "Net Book Value" shall mean the difference of (i) total assets of the Companies less (ii) total liabilities of the Companies, as computed in accordance with generally accepted accounting principles consistently applied.

(c) Within 30 days after the Closing Balance Sheet is delivered to the Shareholders pursuant to clause (a) above, the Shareholders, at their own cost, shall deliver to the Parent either (i) a written acknowledgment accepting the Closing Balance Sheet, including the determination of the Closing Date Value, or (ii) a written report of a Big Six accounting firm or the firm of Follmer Rudzewicz & Co., P.C. setting forth in reasonable detail any proposed adjustments to the Closing Balance Sheet or the Closing Date Value ("Adjustment Report"). A failure by the Shareholders to deliver the Adjustment Report within the required 30 day period shall constitute their acceptance of the Closing Balance Sheet and the Closing Date Value.

(d) During a period of 30 days following the receipt by the Shareholders of the Adjustment Report, the Shareholders and Parent shall attempt to resolve any difference they may have with respect to the matters raised in the Adjustment Report. In the event Shareholders and Parent fail to agree on all of the proposed adjustments contained in the Adjustment Report within such 30 day period, then Shareholders and Parent mutually agree that the Detroit office of Coopers & Lybrand (the "Independent Auditors") shall make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. The decision of the Independent Auditors shall be final and binding on the Shareholders and Parent, and may be used in a court of law by either the Shareholders or Parent for the purpose of enforcing such decision. The costs and expenses of the Independent Auditors and their services rendered pursuant to this clause (d) shall be borne by the non-prevailing party or, if neither party prevails, equally by Shareholders and Parent.

correct in all material respects at the Closing Date with the same force and effect as if such representations and warranties had been made at and as of the Closing Date, except for changes permitted or contemplated by this Agreement.

at and as of the Closing Date, except for changes permitted or contemplated by this Agreement.

(a) The indemnified party shall give prompt written notice (which in no event shall exceed 30 days from the date on which the indemnified party first became

aware of such claim or assertion) to the indemnifying party of any claim which might give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in Sections 8.1 or 8.2 hereof, stating the nature and basis of said claims and the amounts thereof, to the extent known.

(b) If any action, suit or proceeding is brought against the indemnified party with respect to which the indemnifying party may have liability under the indemnity agreements contained in Sections 8.1 or 8.2 hereof, the action, suit or proceeding shall, at the election of the indemnifying party, be defended (including all proceedings on appeal or for review which counsel for the indemnified party shall deem appropriate) by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense unless the employment of such counsel and the payment of such fees and expenses both shall have been specifically authorized in writing by the indemnifying party in connection with the defense of such action, suit or proceeding. Notwithstanding the foregoing, (A) if there are defenses available to the indemnified party which are inconsistent with those available to the indemnifying party to such extent as to create a conflict of interest between the indemnifying party and the indemnified party, the indemnified party shall have the right to direct the defense of such action, suit or proceeding insofar as it relates to such inconsistent defenses, and the indemnifying party shall be responsible for the reasonable fees and expenses of the indemnified party's counsel insofar as they relate to such inconsistent defenses, and (B) if such action, suit or proceeding involves or could have an effect on matters beyond the scope of the indemnity agreements contained in Sections 8.1 and 8.2 hereof, the indemnified party shall have the right to direct (at its own expense) the defense of such action, suit or proceeding insofar as it relates to such other matters. The indemnified party shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is represented by separate counsel.

(c) The indemnified party shall make available to the indemnifying party and its attorneys and accountants all books and records of the indemnified party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action, suit or proceeding.

(d) The indemnified party shall not make any settlement of any claims without the written consent of the indemnifying party. The indemnified party shall have no right to object to any settlement offer involving only the payment of money by an indemnifying party.

(e) Parent shall be entitled to assert a claim against the Parent Shares escrowed pursuant to the Post-Closing Escrow Agreement in respect of any amounts to which it is entitled to receive by virtue of this Article 8.

(f) An indemnified party shall not make any claim hereunder unless and until it has incurred damages and expenses of a cumulative aggregate of $150,000 (the "Floor") and shall thereafter be entitled to make a claim only for amounts incurred in excess of such Floor (it being understood that the Floor shall not be applicable to claims made pursuant to a breach of Section 3.7(c) hereof). An indemnified party shall not make cumulative aggregate claims for indemnification hereunder in excess of $10 million (the "Ceiling"); provided, however, that such Ceiling shall not be applicable to claims against Parent or Subsidiary in the event that either is in material breach of Sections 5.3 or 5.4 hereof.

(g) The indemnification obligations of the Shareholders shall be joint and several; provided, however, that (i) Parent and Subsidiary shall not make any claim against Monica George or Juliette Jonna, except in respect of a breach of a representation as to matters involving such Shareholder and (ii) no Shareholder shall be liable in respect of a breach of a representation as to matters involving another Shareholder.

(i) by mutual consent of the Companies and Parent;

(ii) by Parent or Subsidiary if there has been a material misrepresentation or breach of warranty in the representations and warranties of the Companies or the Shareholders set forth herein or if there has been any material failure on the part of the Companies or the Shareholders to comply with its obligations hereunder;

(iii) by the Companies or the Shareholders if there has been a material misrepresentation or breach of warranty in the representations and warranties of Parent or Subsidiary set forth herein or if there has been any material failure on the part of Parent or Subsidiary to comply with its obligations hereunder;

(iv) by the Companies or Parent if the transactions contemplated by this Agreement have not been consummated by December 31, 1997 (which date shall be extended to no later than January 31, 1998 if approvals with respect to the HSR Act or liquor control authorities have not been obtained by December 31, 1997), unless the parties otherwise agree or unless such failure of consummation is due to the failure of the terminating party to perform or observe the covenants and agreements hereof to be performed or observed by it at or before the Closing Date; or

(v) by the Companies or Parent if the transactions contemplated hereby violate any order, decree or judgment of any court or governmental body or agency having competent jurisdiction.

In the event of the termination of this Agreement pursuant to this Section 9.1, this Agreement shall forthwith become null and void and of no further force or effect. Upon any such termination, Parent and Subsidiary shall, within five days of the date of termination, return to the Companies all proprietary documents and materials supplied by the Companies and/or the Shareholders and shall thereafter maintain in strict confidence the matters contained therein (it being understood that the confidentiality agreement previously entered into by the parties shall thereafter continue in full force and effect notwithstanding the termination of this Agreement).

representations, warranties, and covenants made by Shareholders in this Agreement; or (d) Shareholders have a right of contribution from or indemnification by the Surviving Corporation to the extent that there is any recovery against him. Each of the Shareholders further agrees that he shall not under any circumstances whatsoever affirmatively seek any contribution from or indemnification by the Surviving Corporation for any losses, damages, expenses or other claims, regardless of form, suffered by him arising out of, related to or in connection with this Agreement or any other agreement contemplated hereby (except pursuant to Section 8.2) or any transaction contemplated hereby or thereby.

(i) If to the Shareholders:

c/o Edward Jonna
4754 West Wickford
Bloomfield Hills, Michigan 48302 Fax: 248-644-3651

with a copy to:

Robert M. Carson
Carson Fischer, P.L.C.

Third Floor, 300 East Maple Road
Birmingham, Michigan 48009-6317
Fax: 248-644-1832

(ii) If to the Companies (after the Closing), Parent or Subsidiary:

Whole Foods Market, Inc. 601 N. Lamar Blvd.

Suite 300
Austin, Texas 78703-5413
Attention: John Mackey, Chairman
Fax: 512-477-1069

with a copy to:

Crouch & Hallett, L.L.P.
717 N. Harwood, Suite 1400
Dallas, Texas 75201
Attention: Bruce H. Hallett
Fax: 214-953-0576

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, fax confirmation, the delivery receipt or the affidavit of courier or messenger being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

[signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

WHOLE FOODS MARKET GROUP, INC.

By: /s/ James P. Sud
   ------------------------------------------------
Name:   James P. Sud
Title:  Vice President - Operations

WHOLE FOODS MARKET, INC.

By: /s/ James P. Sud
   ------------------------------------------------
Name:   James P. Sud
Title:  Vice President - Operations

MERCHANT OF VINO A/2/, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

MERCHANT OF VINO ROCHESTER HILLS, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

MERCHANT OF VINO BIRMINGHAM, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

MERCHANT OF VINO SOMERSET, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

MERCHANT OF VINO SOUTHFIELD, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

BEVERAGE BROKER-ANN ARBOR, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

MERCHANT MANAGEMENT AFFILIATES, INC.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

MERCHANT MARKETING GROUP INCORPORATED.

By: /s/ Edward Jonna
   ------------------------------------------------
Name:   Edward Jonna
Title:  President

SHAREHOLDERS:

/s/ Edward Jonna
---------------------------------------------------
Edward Jonna


/s/ Juliette Jonna
---------------------------------------------------
Juliette Jonna


/s/ Marc Jonna
---------------------------------------------------
Marc Jonna


/s/ Matthew Jonna
---------------------------------------------------
Matthew Jonna


/s/ Monica George
---------------------------------------------------
Monica George

Schedule I

THE COMPANIES

Merchant of Vino A/2/, Inc.
Merchant of Vino Rochester Hills, Inc.
Merchant of Vino Birmingham, Inc.
Merchant of Vino Somerset, Inc.
Merchant of Vino Southfield, Inc.
Beverage Broker-Ann Arbor, Inc.
Merchant Management Affiliates, Inc.
Merchant Marketing Group Incorporated

Name                             Ownership Percentage
----                             --------------------

Edward Jonna                            29.43*
Juliette Jonna                          29.43*
Marc Jonna                              14.73
Matthew Jonna                           13.23
Monica George                           13.18

* Includes shares owned by the two indicated shareholders as joint tenant with right of survivorship (it being understood that shares of Parent Common Stock shall be issued in such manner, per issuance instructions of such holders).