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<br />J 0/11/2004 12:47 831-728-1449 CDM REAL ESTATE CO PAGE 02
<br />~8P-OI-Q4 10:Z3am From" T-OSS P. DU05 F-2Qg
<br /> POWER OF AITORNEY
<br />'---'" WHOLE FOODS MARKET CALIFORNIA, INC., a Califo ia corporation (the "CompanY'),
<br /> hereby designates Ron Megahan, (hereinafter, "Agent") as it5 attomey in fact and agent to
<br /> act in its name and for its benefit:
<br /> 1. General Grant of Power. To exercise orpe onn any act, power, duty, right or
<br /> obligation whatsoeverthat the Company now has or ma hereafter acquire, relating to any
<br /> pereon, matter, transaction or property, real or person r, tangible or intangible, or any
<br /> interest therein, now owned or hereafter acquired by t e Company. including, whether
<br /> alone, 8$ a tenant in common, a joint tenant, or otl1erwis ,including by way of example but
<br /> without limitation, the full power and authority to hold. ret in. invest, reinvest and manage
<br /> without diversification as to kind, amount or risk of non-p ductivity in realty or personality
<br /> and without limitation by statute or rule of law; partitio . seU, exchange, grant, convey,
<br /> deliver, assign, transfer, lease, option, abandon, loan. ontract, hold in nominee form.
<br /> continue businesses, carry out agreements, deat with oth rfiduciaries of the Company and
<br /> organizations in which any such fiduciaries may have ~n interest; establish re$erves,
<br /> release powers, pay debts, abandon, settle or con1est laims: and including by way of
<br /> example, but without limitation, the fonowing specifickny enumerated powers, The
<br /> Company grants to Agent full power and authority to do e~erything necessary in exercising
<br /> any of the powers herein granted as fully as the comtny might or could do. with full
<br /> power of substitution, hereby ratifying and confirming a I that Agent shall lawfully do or
<br /> cause to be done by virtue of thís power of attorney nd the powers herein granted.
<br />(" '----/ Without lim~ation, Agent shall have the power and au1-rity:
<br /> a. Powers of COllection and Payment. 0 forgive, request, demand, sue
<br /> for, recover, collect, receive, and hold all sums of money, debts; dues, commercial paper,
<br /> checks, drafts, accounts, deposits, notes, interests, sto certificates, bonds, securities,
<br /> dividends. certificates of deposit, insurance and other co tractual benefits and proceeds,
<br /> all documents of title, all property, real or personal, inta gible and tangible property and
<br /> property rights, and demands whatsoever, liquidated 0 unliquidated, now or hereafter
<br /> owned by, or due, owing, payable or belonging to the Co panYI or in which the Company
<br /> has or may hereafter acquire an interest; to have, use and take an lawful means and
<br /> equitable and legal remedies and proceedings
<br /> ín the Companys neme for the collection, recovery and rotection thereof, and to adjust;
<br /> sell, oompromise, and agree for the same, and to execute and deliver for the Company, on
<br /> the Company's behalf, and in the Company's name, an e dorsements, releases, receipts,
<br /> or other sufficient discharges for the same.
<br /> b. Power to Acquire, Lease and SelL To acquire, purchase, lease,
<br /> exchange, grant options to sell, and sell and convey, 0 such terms and conditions as
<br /> Agent shall deem proper, ;any real or personal property, t ngible or intangible, or interests
<br /> therein. now owned or hereafter acquired by or for the C mpany-
<br /> c. Management Powers. To maintain. r pair, improve, invest, manage,
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