SecProbe.io

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May 25, 2005

Mr. Mike Moran
Accounting Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Mr. Moran:

We have received the staff's comment letter dated March 25, 2005 and
acknowledge that (i) we are responsible for the adequacy and accuracy
of the disclosure in the filings (ii) the staff comments or changes to
disclosure in response to staff comments do not foreclose the
Commission from taking any actions with respect to the filing and
(iii) we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

Our response to each of those comments is set forth below:

          FORM 10-K FOR THE YEAR ENDED SEPTEMBER 24, 2004

GENERAL

1.  WHERE A COMMENT BELOW REQUESTS ADDITIONAL DISCLOSURES OR OTHER
REVISIONS TO BE MADE, PLEASE INCLUDE THE ADDITIONAL DISCLOSURES AND
REVISIONS IN YOUR FUTURE ANNUAL AND INTERIM FILINGS AS APPLICABLE.

Response: We have reviewed and responded to each of the comments below
and for each request for additional disclosure or other revisions to
be made, we will make the said changes in future annual, interim and
amended filings as indicated in each response.

2.  OUR RECORDS SHOW YOUR FILE NUMBER IS 1-15589, RATHER THAN FILE
NUMBER 0-24708 THAT APPEARS ON THE COVER PAGES OF YOUR REPORTS
PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT.  PLEASE MAKE THE
APPROPRIATE REVISIONS.

Response: In applicable future filings including any amended filings,
we will revise our file number to be 1-15589.

3.  UNDER REGULATION 12B-13 OF THE EXCHANGE ACT, REPORTS MUST CONTAIN
THE NUMBER AND CAPTION OF ALL ITEMS REQUIRED BY THE APPLICABLE FORM,
AND IF AN ITEM IS INAPPLICABLE, A STATEMENT TO THE EFFECT SHALL BE
MADE.  PLEASE INCLUDE THE INFORMATION REQUIRED BY ITEM 9B OR INCLUDE
THE NUMBER AND CAPTION OF THE ITEM AND A STATEMENT THAT THE ITEM IS
INAPPLICABLE.

                              -1-

Response: For the year ended September 24, 2004, Item 9B "Other
Information" was not applicable and as such was omitted from our
filing on Form 10-K.  In applicable future filings including any
amended filings, we will include the number and caption of all items
required by the applicable form, even if an item is inapplicable and
in the appropriate circumstances will indicate when such items are not
applicable.

ITEM 1. BUSINESS
BUSINESS SEGMENTS, PAGE 8

4.  PLEASE INCLUDE A CROSS REFERENCE TO THE SEGMENT INFORMATION
DISCLOSED IN THE NOTES TO YOUR FINANCIAL STATEMENTS. REFER TO ITEM
101(B) OF REGULATION S-K.

Response: In applicable future filings including any amended filings,
we will include a cross reference to the segment information disclosed
in the notes to our financial statements as required by Item 101(b) of
Regulation S-K.

PART III
ITEM 10.  EXECUTIVE COMPENSATION, PAGE 18

5.  PLEASE INCLUDE THE INFORMATION REQUIRED BY ITEM 402(H) OF
REGULATION S-K OR INCORPORATE BY REFERENCE THE INFORMATION INCLUDED IN
YOUR PROXY STATEMENT UNDER THE CAPTION "EMPLOYMENT AGREEMENTS."

Response: In applicable future filings including any amended filings,
we will incorporate by reference the information included in our Proxy
Statement under the caption "Employment Agreements" as required by
Item 402(h) of Regulation S-K.

6.  PLEASE DISCLOSE, IF TRUE, THAT THE VALUE OF SPLIT DOLLAR LIFE
INSURANCE INCLUDED IN OTHER ANNUAL COMPENSATION FOR MR. WRIGHT
REPRESENTS PREMIUMS PAID.  OTHERWISE, PLEASE DISCLOSE HOW YOU
DETERMINE THE VALUE OF SPLIT DOLLAR LIFE INSURANCE.  PLEASE REFER TO
ITEM 402(B)(2)(V)(E) OF REGULATION S-K.

Response: In applicable future filings including any amended filings,
we will incorporate "Compensation of Executive Officers" in the proxy
which will include an enhanced disclosure to indicate that the value
of the split dollar life insurance included in Mr. Wright's annual
compensation represents premiums paid as required by Item
402(b)(2)(v)(E) of Regulation S-K.

                               -2-

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, PAGE 18

7.  WE NOTE THAT THE CAPTION OF YOUR PROXY STATEMENT TITLED "VOTING
SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS" THAT YOU INCORPORATED BY REFERENCE DOES NOT
AGREE TO THE HEADING IN THE PROXY STATEMENT THAT CONTAINS THE REQUIRED
INFORMATION.  REGULATION 12(B)-23(B) REQUIRES MATERIAL INCORPORATED BY
REFERENCE TO BE CLEARLY IDENTIFIED.  PLEASE REVISE.

Response: In applicable future filings including any amended filings,
we will incorporate by reference the information contained under the
caption "Ownership of Our Common Stock by Our Directors and Executive
Officers and Other Principal Stockholders."

PART IV
ITEM 15-EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A)(3) EXHIBITS, PAGE 19

8.  PLEASE IDENTIFY EACH MANAGEMENT CONTRACT OR COMPENSATION PLAN OR
ARRANGEMENT IN THE EXHIBIT INDEX AS REQUIRED BY PARAGRAPH (A)(3) OF
THIS ITEM.

Response: In applicable future filings including any amended filings,
we will file as an exhibit to our Form 10-Q the following:

"COMPENSATION OF DIRECTORS.  Directors who are not employees of the
Company are paid according to the following annual scale with no
payment of meeting fees:

             Audit Committee   Chair        $40,000
             Audit Committee   Member       $35,000
             Nominating Committee   Chair   $35,000
             All Other Outside Directors    $30,000

In addition, all directors are reimbursed for out of pocket expenses
related to attending board and committee meetings.  Non-employee
directors are eligible to receive awards of nonqualified stock options
which entitle them to purchase shares of our common stock at an
exercise price equal to the fair market value of the stock on the date
of grant. Such option grants are recommended on an annual basis by the
Compensation Committee, subject to approval by the Board of Directors.
These stock options also have varying vesting schedules ranging up to
five years and expire ten years after the date of grant.  During
fiscal year 2005, no stock options have been issued to directors.

                              -3-

NAMED EXECUTIVE OFFICERS

COMPENSATION COMPONENTS AND PROCESS.  Executive officer compensation
generally contains three principal components: (i) a base salary; (ii)
a cash bonus; and (iii) grants of options to purchase common stock.
Mr. Wright's and Ms. Evans' base salaries are also set forth in their
employment agreements.  Mr. Wright, Ms. Evans and Mr. Hoppner are
subject to annual increases as recommended by the Compensation
Committee to the Board of Directors.  The base salaries of other
officers are determined as a function of their prior base salaries and
their supervisors view of specific performance criteria.  In general,
the Compensation Committee has determined that the base salaries paid
to the Company's executive officers have fallen within the median
range of base salaries paid by comparable companies.

The process utilized by the Committee in determining executive officer
compensation levels for all of these components is based upon the
Committee's judgment and takes into account objective qualitative and
quantitative factors.  The Compensation Committee has approved an
executive compensation plan which established performance goals and
criteria relating to the amounts of cash bonuses to be paid to its
executive officers in future years.  In past years, under the 1994
Stock Option Plan, the Compensation Committee had granted stock
options to executives who met performance criteria on a discretionary
basis.  The 1994 Stock Option Plan expired on June 1, 2004, and the
Company has not adopted a replacement plan.

The bonus portion of Mr. Wright's, Ms. Evans's and Mr. Hoppner's
compensation is paid based upon the performance goals established by
management and approved by the Compensation Committee and the Board of
Directors up to 50% of the named executive's salary.  In addition to
bonuses paid in accordance with the executive compensation plan, the
Compensation Committee may recommend additional bonus amounts on a
discretionary basis if deemed appropriate.

The bonus portion of Mr. James' and Mr. Hinkefent's compensation is
determined on a discretionary basis upon their supervisor's assessment
of their individual performance and the overall performance of the
Company during the most recently completed fiscal year with respect to
stockholder value, stock price, sales growth and net income and is
available to be made at up to 50% of the named executive's salary.  In
general, the practice has been to award cash bonuses to the executive
officers with respect to a particular fiscal year in amounts
consistent with cash bonuses awarded in prior fiscal years as long as
the Company achieves established financial and performance goals.

                              -4-

The following table represents the named executive officers' current
base compensation:

Executive Officer        Position                Fiscal 2005 Salary
-------------------      --------------          ------------------
William F. Wright        Chairman                    $435,000

Kathleen M. Evans        President                   $342,000

William R. Hoppner       Sr. Vice President          $210,000

Michael D. James         Secretary, Treasurer and    $172,500
                          Chief Financial Officer

Eric. J. Hinkefent       President of Health Food    $150,000
                          Associates, Inc. and
                          Chamberlin Natural Foods, Inc.

BENEFIT PLANS AND OTHER ARRANGEMENTS

Each of the named executives is eligible to participate in the
Company's broad-based benefit programs generally available to its
salaried employees, including the 401(k) plan; and health, disability
and life insurance programs.

In addition, Mr. Wright, Ms. Evans, and Mr. Hinkefent receive monthly
auto allowances of $2,000, $1,000, and $1,000, respectively.  The
Company also leases a company vehicle on behalf of Ms. Evans and pays
life insurance premiums totaling approximately $40,000 annually on
behalf of Mr. Wright."

                       2004 ANNUAL REPORT

SELECTED FINANCIAL DATA, PAGE 4

9.  BRIEFLY DESCRIBE, OR CROSS-REFERENCE TO A DISCUSSION THEREOF,
BUSINESS COMBINATION OR DISPOSITIONS OF BUSINESS OPERATIONS AND OTHER
FACTORS THAT MATERIALLY AFFECT THE COMPARABILITY OF THE INFORMATION.
SEE INSTRUCTION 2 OF ITEM 301 OF REGULATION S-K.

Response: In all applicable future filings including any amended
filings, we will include the following paragraph before the selected
financial data in order to ensure the readers understand that the
information may not be comparable due to business combinations or
dispositions.

                              -5-

"Results may not be comparable due to acquisitions and/or dispositions
that have occurred in the periods presented.  As described in the
footnotes to the consolidated financial statements, in June 2004
(Fiscal 2004) and December 2001 (Fiscal 2002), we acquired Trinity
Springs, Inc.(TSI), and Hawaiian Natural Water Company, Inc.,
respectively.  In June 2001 (Fiscal 2001), we acquired substantially
all of the distribution business assets and net assets of Merchants
Wholesale, Inc., as well as, the distribution facility building owned
by the sole shareholder of Merchants Wholesale, Inc. for $36.7
million.  The transaction was accounted for using the purchase method
of accounting.  Also, in March 2001 (Fiscal 2001), we sold The Healthy
Edge, Inc. (formerly Food For Health Co. Inc.), our health food
distribution business for $10.3 million and accounted for the
transaction as discontinued operations in the consolidated financial
statements in accordance with Accounting Principles Board Opinion No.
30."

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED, PAGE 5)

10.  PLEASE DESCRIBE THE IMPAIRMENT CHARGE RECOGNIZED IN THE FOURTH
QUARTER OF FISCAL YEAR 2004.  SEE ITEM 302(A)(3) OF REGULATION S-K.

Response: In applicable future filings, including any amended filings,
we will discuss the impairment charge recognized in the fourth quarter
of fiscal 2004 as follows:

"As described in more detail in the Notes to the Consolidated
Financial Statements, in performing its annual impairment test for
goodwill and other intangible assets during the fourth quarter of
Fiscal 2004 the Company recognized a pre-tax $3.6 million impairment
of its goodwill carried by its subsidiary, Hawaiian Natural Water
Company Inc., which is a reporting unit in the beverage segment.  This
impairment was the result of competitive pressures in the natural
spring water bottling business which have resulted in lower than
expected operating profits and cash flow."

MANAGEMENT DISCUSSION AND ANALYSIS
CRITICAL ACCOUNTING POLICIES, PAGE 11

11.  PLEASE PROVIDE A MORE INSIGHTFUL, QUANTIFIED ANALYSIS OF YOUR
CRITICAL ACCOUNTING ESTIMATES.  IN DOING SO, DISCLOSE THE AMOUNTS OF
ESTIMATES THAT MATERIALLY AFFECTED YOUR REPORTED EARNINGS AND THE
AMOUNTS OF THE RELATED VALUATION ALLOWANCES FOR EACH PERIOD PRESENTED.
PLEASE ALSO PROVIDE AN ANALYSIS OF THE EFFECTS OF MATERIAL CHANGES IN
YOUR CRITICAL ACCOUNTING ESTIMATES ON REVENUES, COSTS AND EXPENSES AND
GROSS PROFIT FOR THE PERIODS PRESENTED.  IN ADDITION, DISCUSS WHY YOUR
ESTIMATES OR ASSUMPTIONS BEAR THE RISK OF CHANGE INCLUDING WHETHER THE
ESTIMATES ARE DIFFICULT TO MEASURE OR VALUE.  FURTHER, PROVIDE AN
ANALYSIS, TO THE EXTENT MATERIAL, OF THE FACTORS THAT YOU CONSIDER AT
ARRIVING AT THE ESTIMATES OR ASSUMPTIONS, HOW ACCURATE THE ESTIMATES

                              -6-

OR ASSUMPTIONS HAVE BEEN IN THE PAST AND WHETHER THE ESTIMATES ARE
REASONABLE LIKELY TO CHANGE IN THE FUTURE.  PLEASE REFER TO SEC
RELEASE NO. 33-8350.

Response: We have reviewed our Critical Accounting Estimates and as a
result, in applicable future filings, including any amended filings,
we will enhance our disclosure of Critical Accounting Estimates as
follows.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

NATURE OF ESTIMATES REQUIRED.  The allowance for doubtful accounts
represents our estimate of uncollectible accounts receivable at the
balance sheet date.  We monitor our credit exposure on a weekly basis
and assess the adequacy of our allowance for doubtful accounts on a
quarterly basis.  Because credit losses can vary significantly over
time, estimating the required allowance requires a number of
assumptions that are uncertain.

ASSUMPTIONS AND APPROACH USED.  We estimate our required allowance for
doubtful accounts using the following key assumptions.

    - Historical collections - Represented as the amount of historical
      uncollectible accounts as a percent of total accounts
      receivable.

    - Specific credit exposure on certain accounts - Identified based
      on management's review of the accounts receivable portfolio
      and taking into account the financial wherewithal of particular
      customers that management deems to have a higher risk of
      collection.  For example, a customer in bankruptcy would
      indicate that an amount could be uncollectible.

SENSITIVITY ANALYSIS. We believe that our current level of allowance
for doubtful accounts is adequate at the balance sheet date and that
our credit exposure it very low compared with the high volume of sales
and the nature of our industry in which collections are generally made
quickly.  However, for every 1% percent of receivables deemed to
require an additional reserve at September 2004, the impact on the
statement of operations would be to increase selling, general and
administrative expenses by approximately $300,000.

INVENTORIES

NATURE OF ESTIMATES REQUIRED.  In our businesses, we carry large
quantities and dollar amounts of inventory.  Inventories consist
primarily of finished products purchased in bulk quantities to be sold
to our customers.  Gi