AMENDMENT TO STOCK PURCHASE AGREEMENT


         This Amendment to Stock Purchase  Agreement is made as of August _____,
1999 by and among Whole Foods Market Group,  Inc., a Delaware  corporation  (the
"Purchaser"),   Nature's  Heartland,  Inc.,  a  Massachusetts  corporation  (the
"Company"),  Leo Kahn ("Kahn") and the other former  shareholders of the Company
who are signatories hereto (such persons,  together with Kahn, being referred to
herein collectively as the "Sellers").

         WHEREAS,  the  Purchaser,  the Company and the Sellers  entered  into a
Stock Purchase  Agreement dated as of April 30, 1999 (the "Agreement")  pursuant
to which the Purchaser  purchased  from the Sellers on April 30, 1999 all of the
issued and outstanding capital stock of the Company; and

         WHEREAS,  the  Purchaser,  the Company and the Sellers have  determined
that it is in their  mutual best  interests  to amend the  Agreement  in certain
respects pursuant to, and in accordance with, Section 7.8 of the Agreement;

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

         1.  Defined  Terms.  All  capitalized  terms used herein  which are not
otherwise  defined  shall have the same  respective  meanings as those terms set
forth in the Agreement.

         2.  Additional  Covenant  as to Company Tax  Matters.  Section 5 of the
Agreement is hereby  amended by adding a new Section 5.5  immediately  following
Section 5.4 of the Agreement which shall read as follows:

                  5.5  Post-Closing  Tax  Matters.  >From and after the  Closing
         Date,  none of the Purchaser,  the Company nor any of their  Affiliates
         shall,  without the prior  written  consent of Kahn (i) request any tax
         good  standing  certificate,  corporate  excise tax lien  waiver or any
         other similar tax clearance  certificate from any department,  agent or
         other  taxing  authority of the  Commonwealth  of  Massachusetts;  (ii)
         request any review,  examination  or audit of the Company's tax filings
         or payments by any department,  agency or other taxing authority of the
         Commonwealth of Massachusetts,  (iii) take any other action which could
         reasonably be expected to precipitate any review,  examination or audit
         of the Company's tax filings or payments by any  department,  agency or
         other taxing  authority of the  Commonwealth of  Massachusetts  or (iv)
         agree to extend, waive or toll any statute of limitations applicable to
         any tax return  filed or any tax which may have been  payable  prior to
         the Closing Date. In the event that either the Purchaser or the Company
         shall receive notice at any time  following the Closing Date,  that any
         department,  agency or other taxing  authority of the  Commonwealth  of
         Massachusetts  intends  to  conduct,  or  has  commenced,  any  review,
         examination  or audit of the  Company's tax filings or payments for any
         period  ending on or prior to the Closing  Date,  the  Purchaser or the
         Company shall  promptly give notice  thereof to Kahn in the same manner

<PAGE>

         as notice is given to any  indemnifying  party under Section 6.4 hereof
         and Kahn shall be entitled to participate  in such review,  examination
         or audit as an indemnifying party in accordance with Section 6.4.

         3. Survival of Representations,  Warranties and Covenants.  Section 6.3
of the Agreement is hereby  amended by deleting said Section 6.3 in its entirety
and inserting in lieu thereof a new Section 6.3 which shall read as follows:

                  6.3 Survival of Representations, Warranties and Covenants. All
         representations, warranties, covenants and agreements made by any party
         to this Agreement or pursuant hereto shall be deemed to be material and
         to have been relied upon by the parties hereto, and shall survive until
         the 18 month anniversary of the Closing Date; provided,  however,  that
         the Sellers  representation  and warranty set forth in Section 3.7 with
         respect  to the  payment  of  Massachusetts  sales and use taxes  shall
         continue  thereafter  and shall  survive  until the  expiration  of the
         applicable  statute of limitations.  Notice of any claim,  whether made
         under the  indemnification  provisions hereof or otherwise,  based on a
         breach of a  representation,  warranty,  covenant or agreement  must be
         given  prior  to  the  expiration  of  such  representation,  warranty,
         covenant or agreement;  and any claim not made within such period shall
         be of no force or effect. 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.

         4.  Ratification  of the  Agreement.  Except  to the  extent  expressly
amended  hereby,  the Agreement shall remain in full force and effect and, as so
amended, is hereby ratified and confirmed.

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

                                                  WHOLE FOODS MARKET GROUP, INC.

                                      By:         /s/ Glenda Flanagan
                                                  -------------------

                                                  NATURE'S HEARTLAND, INC.

                                      By:

                                    SELLERS:


                                    Leo Kahn      /s/ Leo Kahn
                                                  ------------


                                   Joseph Kahn   /s/ Joseph Kahn
                                                 ---------------


                                   Daniel Kahn   /s/ Daniel Kahn
                                                 ---------------



                                 Elizabeth Kahn  /s/ Elizabeth Kahn
                                                 ------------------

Source: OneCLE Business Contracts.