First Amendment To Purchase And Sale Agreement With Joint Escrow Instructions

Exhibit 10.49


FIRST AMENDMENT TO PURCHASE AND SALE

AGREEMENT WITH JOINT ESCROW INSTRUCTIONS


This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the " Amendment" ) is made as of July 31, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the " Seller" ), and THE ALAMO GROUP, INC., a California corporation (the " Buyer" ), who agree as follows:

1. Recitals . This Amendment is made with reference to the following facts and circumstances:


(a) The Seller and the Buyer are parties to a Purchase and Sale Agreement With Joint Escrow Instructions made as of June 19, 2003 and an Addendum to Purchase and Sale Agreement With Joint Escrow Instructions made as of June 25, 2003 (collectively, the " Agreement" ).

(b) The Seller and the Buyer desire to amend the Agreement to e ...