Rainbow Whole Foods Grocery, Inc.

Board of Directors Meeting

5:31 April 18, 2006

Board Members Present: Luke Lundemo, Barbara Scobee, Karen Parker, Ann Herlihy, John McNeal, Nicole Jenkins, Amy Breckenridge

Also present: Steve Whitlow, Bruce Fraiser and Beth Ramsey. A quorum was present.

Minutes Approved: The minutes of the March Board of Directors meeting were approved. .

Member Input: There was no member input.

Managers Report: Steve Witlow presented the report. Rainbow continues to do well financially. The membership is now over 2,500 which is a record. He stated that Rainbow had purchased a new stock room freezer and a deli scale. He also reported that that façade renovation project is now complete. The outside lighting has been installed. He also reported that Rainbow has extended the security coverage to include the last hour of operation of Rainbow. He also reported that an analysis of the data for the last hour of operation of Rainbow shows that this time slot is not consistently busy. He feels that the numbers do not support remaining open later.

Financial Report: Barbara Scobee distributed several financial reports for the month of March. She reviewed our statement of cash flow, break-even analysis, and profit and loss. She reported that all of the numbers continue to look good. She reported that the numbers continue to look good because sales continue to go up and that the number of customers continues to increase. She also reported that the net operating costs are in line.

Committee Reports: Luke discussed plans for the plaza renovation. He discussed trying to get volunteers to help with several of the projects and how that could be accomplished.

The board discussed a proposed 2006 salary for Steve Whitlow. After discussion the board unanimously approved the proposal.

The board discussed several methods of improving the procedure of evaluating the general manager’s performance. It was agreed to continue developing an improved procedure.

A motion was made to adjourn. This motion was seconded and passed.

Meeting adjourned at 7:30 Minutes are submitted by Ann Herlihy