UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                 SCHEDULE 13E-3

                        RULE 13e-3 TRANSACTION STATEMENT
        (Pursuant to Section 13(e) of the Securities Exchange Act of 1934
                           and Rule 13e-3 thereunder)


                                (Amendment No. 2)


                              --------------------

                          FOODARAMA SUPERMARKETS, INC.
                                (Name of Issuer)

                              --------------------


                          FOODARAMA SUPERMARKETS, INC.
                              SAKER HOLDINGS CORP.
                                 JOSEPH J. SAKER
                                RICHARD J. SAKER
                              JOSEPH J. SAKER, JR.
                                 THOMAS A. SAKER
                      JOSEPH SAKER FAMILY PARTNERSHIP, L.P.


                      (Name of Person(s) Filing Statement)

                              --------------------

                     Common Stock, par value $1.00 per share
                         (Title of Class of Securities)

                                    344820105
                      (CUSIP Number of Class of Securities)

                                 Michael Shapiro
                             Chief Financial Officer
                                 922 Highway 33
                               Building 6, Suite l
                           Freehold, New Jersey 07728
                                 (732) 294-2270
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
            Communications on Behalf of the Persons Filing Statement)

                                 With a Copy to:
                              John A. Aiello, Esq.
                        Giordano, Halleran & Ciesla, P.C.
                               125 Half Mile Road
                                  P.O. Box 190
                          Middletown, New Jersey 07748
                                 (732) 741-3900



This statement is filed in connection with (check the appropriate box):

a.    |_|   The filing of  solicitation  materials or an  information  statement
            subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
            Securities Exchange Act of 1934.

b.    |X|   The filing of a registration  statement  under the Securities Act of
            1933.

c.    |_|   A tender offer.

d.    |_|   None of the above.

      Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: |_|

      Check the following box if the filing is a final  amendment  reporting the
results of the transaction: |_|

                            CALCULATION OF FILING FEE

Transaction Valuation (1)                       Amount of Filing Fee
---------------------                           --------------------
$56,309,084                                     $6,026

(1)   The  transaction  valuation was  determined  by  multiplying  $52.00,  the
      average  of the  high  and low  trading  prices  of the  common  stock  of
      Foodarama Supermarkets,  Inc. as of March 23, 2006, by 1,082,867 shares of
      Foodarama's common stock to be exchanged pursuant to the transaction.

|X|   Check box if any part of the fee is offset as provided by Rule  0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.


                                                 
      Amount Previously Paid:  $5,498               Amount Previously Paid:  $528

      Form or Registration No.:  Registration       Form or Registration No.:  Amendment No. 1
      Statement on Form S-4.                        to Registration Statement on Form S-4.

      Filing Party:  FSM-Delaware, Inc.             Filing Party:  FSM-Delaware, Inc.

      Date Filed:  March 27, 2006                   Date Filed:  May 8, 2006



                                       2


                                  INTRODUCTION


      This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(the "Schedule  13E-3") is being filed in connection with the Agreement and Plan
of Share Exchange,  dated as of March 2, 2006 (the "Share  Exchange  Agreement")
between  Foodarama  Supermarkets,  Inc.  ("Foodarama")  and  FSM-Delaware,  Inc.
("FSM-Delaware"),   a  Delaware  corporation  and  wholly-owned   subsidiary  of
Foodarama.


      Pursuant  to the  Share  Exchange  Agreement,  each  outstanding  share of
Foodarama  common stock will be  exchanged  for one share of the common stock of
FSM-Delaware  (the  "Share  Exchange").  As a  result  of  the  Share  Exchange,
Foodarama will become a wholly-owned subsidiary of FSM-Delaware.


      The Share  Exchange is part of a "going  private"  transaction  which will
result in Foodarama  ceasing to be a publicly  traded  company.  Saker  Holdings
Corp.  (the  "Purchaser"),  a Delaware  corporation  formed by a purchaser group
consisting  of  Richard  J.  Saker,  President  and Chief  Executive  Officer of
Foodarama,  Joseph J. Saker, Chairman of Foodarama, Joseph J. Saker, Jr., Senior
Vice President - Marketing and Advertising and Secretary of Foodarama, Thomas A.
Saker, Vice President of Store Operations of Foodarama,  the Joseph Saker Family
Partnership,  L.P.  and four  other  members  of the  family of Joseph J.  Saker
(collectively,  the "Purchaser  Group"),  has announced its intention to make an
offer  (the  "Tender  Offer")  to  purchase  all of the  outstanding  shares  of
Foodarama common stock not currently owned by the Purchaser Group, at a price of
$53 per share,  and the completion of the Tender Offer is  conditioned  upon the
approval of the Share Exchange by Foodarama's shareholders.  The Purchaser Group
has announced  that if the tender is completed,  it plans to merge  FSM-Delaware
with and into Purchaser in a transaction  which will result in each  outstanding
share of common stock of FSM-Delaware  being converted into the right to receive
$53 in cash, subject to each shareholder's  right to exercise "appraisal rights"
under Delaware law.

      This  Schedule  13E-3  is being  filed by  Foodarama,  the  issuer  of the
securities that are the subject of the Rule 13e-3 transaction, the Purchaser and
certain  members  of the  Purchaser  Group who are  deemed to be  affiliates  of
Foodarama.  Concurrently with the filing of this Schedule 13E-3, FSM Delaware is
filing with the Securities and Exchange  Commission (the "SEC")  Amendment No. 2
to    Registration    Statement   on   Form   S-4   which   includes   a   proxy
statement/prospectus   (the  "Proxy   Statement/Prospectus")   pursuant  to  the
Securities Act of 1933, as amended,  containing  information with respect to the
Share  Exchange  Agreement  and  the  "going  private"  transaction.  The  Proxy
Statement/Prospectus  is in  preliminary  form and is subject to  completion  or
amendment.


      The information set forth in the Proxy Statement/Prospectus, including all
appendices  thereto,  is expressly  incorporated by reference into this Schedule
13E-3 in its entirety,  and  responses to each item in this  Schedule  13E-3 are
qualified in their entirety by the provisions of the Proxy Statement/Prospectus.


                                       3


Item 1. Summary Term Sheet.

      The information set forth in the Proxy Statement/Prospectus in the section
captioned "Summary Term Sheet" is incorporated herein by reference.

Item 2. Subject Company Information.

      (a)   Name and Address.

      The name of the subject  company is  Foodarama  Supermarkets,  Inc., a New
Jersey corporation,  with principal executive offices located at 922 Highway 33,
Building 6, Suite 1,  Freehold,  New Jersey 07728.  The telephone  number of the
principal executive offices of Foodarama is (732) 462-4700.

      (b)   Securities.


      This Schedule 13E-3 relates to Foodarama's  common stock,  par value $1.00
per share. As of May 31, 2006,  there were 988,867 shares of common stock issued
and outstanding.


      (c)   Trading Market and Price.

      The information set forth in the Proxy Statement/Prospectus in the section
captioned "Summary Term Sheet" is incorporated herein by reference.

      (d)   Dividends.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "The  Share  Exchange  -  Dividends"  and  "Description  of
Authorized  Shares of FSM-Delaware - Dividend Rights" is incorporated  herein by
reference.

      (e)   Prior Public Offerings.

      Not applicable.

      (f)   Prior Stock Purchases.

      Not applicable.

Item 3. Identity and Background of Filing Person.

      (a)   Name and Address.


      This Schedule  13E-3 is being filed by Foodarama,  the Purchaser and those
members of the Purchaser Group who are deemed  affiliates of Foodarama,  namely,
Joseph J. Saker,  Chairman of Foodarama,  Richard J. Saker,  President and Chief
Executive   Officer  of   Foodarama,   Joseph  J.   Saker,   Jr.,   Senior  Vice
President-Marketing and Advertising and Secretary of Foodarama, Thomas A. Saker,
Vice  President - Store  Operations  of  Foodarama,  and the Joseph Saker Family
Partnership,  L.P. Foodarama is the subject company.  As stated in Item 2 above,
the  principal  executive  offices of  Foodarama  are located at 922 Highway 33,
Building 6, Suite 1,



                                       4



Freehold,  New Jersey 07728, and the business  telephone number of the principal
executive  offices of  Foodarama is (732)  462-4700.  The  Purchaser,  Joseph J.
Saker,  Richard J. Saker,  Joseph J. Saker,  Jr.,  Thomas A. Saker and the Saker
Family  Partnership,  L.P.  each  maintains  a business  address  c/o  Foodarama
Supermarkets,  Inc., 922 Highway 33, Suite 1, Building 6,  Freehold,  New Jersey
07728.  The telephone number of each of the  aforementioned  individuals and the
Saker Family Partnership, L.P. is (732) 462-4700.


      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary  Term  Sheet" and  "Management  of  Foodarama"  is
incorporated herein by reference.

      (b)   Business and Background of Entities.

      As provided above, the Purchaser is a Delaware  corporation  formed by the
Purchaser Group in furtherance of the transactions  described herein. During the
last five  years,  the  Purchaser  has  neither  been  convicted  in a  criminal
proceeding nor has it been a party to any judicial or administrative  proceeding
that resulted in a judgment,  decree or final order enjoining future  violations
of, or prohibiting activities subject to, federal or state securities laws, or a
finding of any violation with respect to such laws.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary Term Sheet" and "Special Factors - Reasons for and
Purpose of the Share  Exchange;  Reasons  for and  Purpose of the Going  Private
Transaction" is incorporated herein by reference.

      (c)   Business and Background of Natural Persons.

      The information set forth in the Proxy Statement/Prospectus in the section
captioned "Management of Foodarama" is incorporated herein by reference.

Item 4. Terms of the Transaction.

      (a)   Material Terms.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary Term Sheet,"  "Special Meeting - Required Vote for
the Share Exchange," "Special Factors - Structure of the Share Exchange; Reasons
for and  Purpose of the Share  Exchange;  Reasons  for and  Purpose of the Going
Private  Transaction;  Background of the Share  Exchange and Tender Offer," "The
Share Exchange - Required Vote for the Share Exchange;  Accounting  Treatment of
the  Share  Exchange,"  "Description  of  Authorized  Shares  of  FSM-Delaware,"
"Comparison  of  Rights of  Shareholders,"  and  "Material  Federal  Income  Tax
Consequences  of the Share  Exchange,  Tender Offer and Merger" is  incorporated
herein by reference.

      (c)   Different Terms.

      Not applicable.


                                       5


      (d)   Appraisal Rights.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary  Term  Sheet,"  "The  Share  Exchange  - Rights of
Dissenting   Shareholders,"   "Appraisal  Rights,"   "Comparison  of  Rights  of
Shareholders  -  Comparison  of  Shareholders'  Rights  under New Jersey Law and
Delaware  Law -  Dissenter  Rights and  Appraisal  Rights" and in Annex C to the
Proxy  Statement/Prospectus,  which contains the complete text of Section 262 of
the Delaware General Corporation Law, is incorporated herein by reference.

      (e)   Provisions for Unaffiliated Security Holders.

      Not applicable.

      (f)   Eligibility for Listing or Trading.

      Not applicable.

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

      (a)   Transactions.

      The information set forth in the Proxy Statement/Prospectus in the section
captioned "Certain Relationships and Related Party Transactions" is incorporated
herein by reference.

      (b), (c) and (e) Significant Corporate Events;  Negotiations or Contracts;
Agreements Involving the Subject Company's Securities.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary  Term Sheet,"  "Special  Factors - Reasons for and
Purpose of the Share  Exchange;  Reasons  for and  Purpose of the Going  Private
Transaction,  Background  of the Share  Exchange  and Tender  Offer," "The Share
Exchange - The Agreement and Plan of Share Exchange; Automatic Share Conversion;
Stock Options," "The Tender Offer and Support Agreement," "Certain Relationships
and   Related   Party    Transactions"   and   in   Annex   A   to   the   Proxy
Statement/Prospectus,  which contains the Agreement and Plan of Share  Exchange,
and in Annex D to the Proxy  Statement/Prospectus,  which  contains  the form of
Agreement and Plan of Merger between Foodarama and FSM-Delaware, is incorporated
herein by reference.

Item 6. Purposes of the Transaction and Plans of Proposals.

      (b)   Use of Securities Acquired.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary Term Sheet,"  "Special  Factors - Structure of the
Share  Exchange" and "The Share  Exchange - Automatic  Share  Conversion;  Stock
Options" is incorporated herein by reference.


                                       6


      (c)   Plans.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary Term Sheet,"  "Special  Factors - Structure of the
Share Exchange;  Reasons for and Purpose of the Share Exchange;  Reasons for and
Purpose of the Going Private  Transaction;  Background of the Share Exchange and
Tender  Offer,"  and  "The  Share  Exchange  -  Management  of  FSM -  Delaware;
Dividends," is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons and Effects.

      (a) - (d) Purposes; Alternatives; Reasons; Effects.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary  Term Sheet,"  "Special  Factors - Reasons for and
Purpose of the Share  Exchange;  Reasons  for and  Purpose of the Going  Private
Transaction;  Background of the Share  Exchange and Tender Offer," and "Material
Federal Income Tax Consequences of the Share Exchange,  Tender Offer and Merger"
is incorporated herein by reference.

Item 8. Fairness of the Transaction.

      (a),  (b),  (d)  and  (e)  Fairness;  Factors  Considered  in  Determining
Fairness; Unaffiliated Representative; Approval of Directors.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary  Term  Sheet,"  "Special  Factors - Opinion of the
Financial  Advisor  to the  Special  Committee;  Recommendation  of the  Special
Committee  and  Fairness  of the  Tender  Offer and  Merger;  Position  of Saker
Holdings Corp. and the Purchaser  Group  Regarding the Fairness of the Offer and
the  Merger;  Structure  of the Share  Exchange;  Reasons for and Purpose of the
Share  Exchange;  Reasons  for and  Purpose  of the Going  Private  Transaction;
Background of the Share  Exchange and Tender  Offer,"  "Certain  Projections  of
Future  Operations"  and in  Annex B to the  Proxy  Statement/Prospectus,  which
contains  the full text of the  opinion of William  Blair &  Company,  LLC,  the
financial advisor to the special committee of Foodarama's Board of Directors, is
incorporated herein by reference.

      (c)   Approval of Security Holders.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections captioned "Summary Term Sheet" "Special Meeting - Required Vote for the
Share  Exchange,"  and "The Share Exchange - Conditions to  Consummation  of the
Share Exchange;  Required Vote for the Share Exchange" is incorporated herein by
reference.

      (f)   Other Offers.

      Not applicable.


                                       7


Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

      (a) - (c) The information set forth in the Proxy  Statement/Prospectus  in
the sections  captioned  "Summary Term Sheet," "Special Factors - Opinion of the
Financial  Advisor  to the  Special  Committee;  Recommendation  of the  Special
Committee  and  Fairness  of the  Tender  Offer and  Merger;  Position  of Saker
Holdings Corp. and the Purchaser  Group  Regarding the Fairness of the Offer and
the  Merger;  Structure  of the Share  Exchange;  Reasons for and Purpose of the
Share  Exchange;  Reasons  for and  Purpose  of the Going  Private  Transaction;
Background of the Share  Exchange and Tender  Offer,"  "Certain  Projections  of
Future Operations" and in Annex B is incorporated herein by reference.

Item 10. Sources and Amounts of Funds or Other Consideration.

      (a), (b) and (d) Source of Funds; Conditions; Borrowed Funds.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections   captioned   "Summary  Term  Sheet,"   "Special   Meeting  -  Cost  of
Solicitation,"  "Special  Factors - Background of the Share  Exchange and Tender
Offer,"  "The  Tender  Offer and  Support  Agreement"  and "Source and Amount of
Proposed Financing" is incorporated herein by reference.

      (c)   Expenses.

      The information set forth in the Proxy Statement/Prospectus in the section
captioned "Expenses of the Going Private  Transaction" is incorporated herein by
reference.

Item 11. Interest in Securities of Subject Company.

      (a) - (b) Securities Ownership; Securities Transactions.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Securities  Ownership  of  Certain  Beneficial  Owners and
Management"  and  "Certain  Relationships  and Related  Party  Transactions"  is
incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

      (d)   Intent to Tender or Vote in a Going-Private Transaction.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary  Term Sheet,"  "Special  Factors - Reasons for and
Purpose of the Share  Exchange;  Reasons  for and  Purpose of the Going  Private
Transaction;  Position of Saker Holdings Corp. and the Purchaser Group Regarding
the  Fairness of the Offer and the  Merger,"  and "The Tender  Offer and Support
Agreement" is incorporated herein by reference.

      (e)   Recommendations of Others.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections  captioned  "Summary Term Sheet," and "Special Factors - Opinion of the
Financial Advisor to the Special


                                       8


Committee;  Recommendation  of the Special  Committee and Fairness of the Tender
Offer and Merger; Background of the Share Exchange and Tender Offer; Position of
Saker Holdings Corp. and the Purchaser Group Regarding the Fairness of the Offer
and the Merger" is incorporated herein by reference.

Item 13. Financial Statements.

      (a)   Financial Information.

      The following financial  information  concerning Foodarama is incorporated
herein by reference: (i) the consolidated financial statements and notes thereto
appearing on pages F-2 to F-42 of  Foodarama's  Annual  Report on Form 10-K,  as
amended,  for the year ended October 29, 2005, filed with the SEC on January 27,
2006; and (ii) the  information  set forth in Part I, Item 1 beginning on page 2
of  Foodarama's  Quarterly  Report on Form 10-Q for the period ended January 28,
2006,  filed  with the SEC on March 14,  2006,  is also  incorporated  herein by
reference.  These  reports of  Foodarama  may be viewed on the SEC's  website at
www.sec.gov.

      (b)   Pro Forma Information.

      The information set forth in the Proxy Statement/Prospectus in the section
captioned  "Summary Pro Forma Financial  Information" is incorporated  herein by
reference.

Item 14. Person/Assets Retained, Employed, Compensated or Used.

      (a)  - (b)  Solicitations  or  Recommendations;  Employees  and  Corporate
Assets.

      The  information  set  forth  in  the  Proxy  Statement/Prospectus  in the
sections captioned "Special Meeting - Voting Your Shares and Changing Your Vote;
Cost of  Solicitation,"  "Special Factors - Background of the Share Exchange and
Tender  Offer;  Opinion  of the  Financial  Advisor  to the  Special  Committee;
Recommendation  of the Special  Committee  and  Fairness of the Tender Offer and
Merger" and "Expenses of the Going Private  Transaction" is incorporated  herein
by reference.

Item 15. Additional Information.

      (b)   Other Material Information.

      The  information  set  forth  in the  Proxy  Statement/Prospectus  and any
attachments thereto is incorporated herein by reference.

Item 16. Exhibits.

Exhibit No.       Description.
-----------       ------------


(a)(4)            Proxy  Statement/Prospectus,  incorporated by reference to the
                  Proxy  Statement/Prospectus  contained in  Amendment  No. 2 to
                  Registration  Statement  on Form S-4,  filed by  FSM-Delaware,
                  Inc. with the SEC on June 1, 2006.



                                       9



(b)               Commitment  letter  issued  by GMAC  Commercial  Finance  LLC,
                  incorporated by reference to Exhibit (b) to Amendment No. 1 to
                  Schedule 13E-3, filed by Foodarama,  the Purchaser and certain
                  members of the Purchaser Group with the SEC on May 8, 2006.

(c)(1)            Fairness Opinion of William Blair & Company LLC,  incorporated
                  by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2)            Materials  Presented to the Special Committee by William Blair
                  & Company in connection  with the March 2, 2006 meeting of the
                  Special Committee, incorporated by reference to Exhibit (c)(2)
                  to Amendment No. 1 to Schedule 13E-3, filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.


(d)(1)            Agreement and Plan of Share Exchange,  dated March 2, 2006, by
                  and  between  Foodarama  and  FSM-Delaware,   incorporated  by
                  reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)            Tender Offer and Support Agreement, dated as of March 2, 2006,
                  between Foodarama and Purchaser,  incorporated by reference to
                  Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on
                  March 27, 2006.

(d)(3)            Form  of  Agreement  and  Plan  of  Merger,   by  and  between
                  FSM-Delaware and Purchaser, incorporated by reference to Annex
                  D to the Proxy Statement/Prospectus.


(d)(4)            Custody Agreement and Limited Power of Attorney,  by and among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(4) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(5)            Custody  Agreement,  by and among Purchaser and members of the
                  Purchaser  Group,  incorporated by reference to Exhibit (d)(5)
                  to Amendment No. 1 to Schedule  13E-3 filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.

(d)(6)            Exchange  Agreement,   dated  March  2,  2006,  by  and  among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(6) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(7)            Amendment No. 1 to Exchange  Agreement,  dated March 17, 2006,
                  by and among  Purchaser  and members of the  Purchaser  Group,
                  incorporated by reference to Exhibit (d)(7) to Amendment No. 1
                  to  Schedule  13E-3  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the Purchaser Group with the SEC on May 8,
                  2006.

(f)               None.

(g)               None.



                                       10


                                   SIGNATURES

      After due inquiry and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.


Dated: May 31, 2006                FOODARAMA SUPERMARKETS, INC.



                              By: /s/ Michael Shapiro
                                  ----------------------------------------------
                            Name: Michael Shapiro
                           Title: Chief Financial Officer


                                   Saker Holdings Corp.


                              By: /s/ Richard J. Saker
                                  ----------------------------------------------
                            Name: Richard J. Saker
                           Title: President and Chief Executive Officer


                                     /s/ Joseph J. Saker
                                  ----------------------------------------------
                                   Joseph J. Saker


                                     /s/ Richard J. Saker
                                  ----------------------------------------------
                                   Richard J. Saker


                                     /s/ Joseph J. Saker, Jr.
                                  ----------------------------------------------
                                   Joseph J. Saker, Jr.



                                      /s/ Thomas A. Saker
                                  ----------------------------------------------
                                   Thomas A. Saker


                                  Joseph Saker Family Partnership, L.P.

                                  By:  Saker Family Corporation, General Partner


                              By: /s/ Richard J. Saker
                                  ----------------------------------------------
                            Name: Richard J. Saker
                           Title:  President




                                  EXHIBIT INDEX

Exhibit No.       Description.
-----------       ------------


(a)(4)            Proxy  Statement/Prospectus,  incorporated by reference to the
                  Proxy  Statement/Prospectus  contained in  Amendment  No. 2 to
                  Registration  Statement  on Form S-4,  filed by  FSM-Delaware,
                  Inc. with the SEC on June 1, 2006.

(b)               Commitment  letter  issued  by GMAC  Commercial  Finance  LLC,
                  incorporated by reference to Exhibit (b) to Amendment No. 1 to
                  Schedule 13E-3, filed by Foodarama,  the Purchaser and certain
                  members of the Purchaser Group with the SEC on May 8, 2006.

(c)(1)            Fairness Opinion of William Blair & Company LLC,  incorporated
                  by reference to Annex B to the Proxy Statement/Prospectus.

(c)(2)            Materials  Presented to the Special Committee by William Blair
                  & Company in connection  with the March 2, 2006 meeting of the
                  Special Committee, incorporated by reference to Exhibit (c)(2)
                  to Amendment No. 1 to Schedule 13E-3, filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.


(d)(1)            Agreement and Plan of Share Exchange,  dated March 2, 2006, by
                  and  between  Foodarama  and  FSM-Delaware,   incorporated  by
                  reference to Annex A to the Proxy Statement/Prospectus.

(d)(2)            Tender Offer and Support Agreement, dated as of March 2, 2006,
                  between Foodarama and Purchaser,  incorporated by reference to
                  Exhibit 99.2 to the report on Form 8-K/A filed by Foodarama on
                  March 27, 2006.

(d)(3)            Form  of  Agreement  and  Plan  of  Merger,   by  and  between
                  FSM-Delaware and Purchaser, incorporated by reference to Annex
                  D to the Proxy Statement/Prospectus.


(d)(4)            Custody Agreement and Limited Power of Attorney,  by and among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(4) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(5)            Custody  Agreement,  by and among Purchaser and members of the
                  Purchaser  Group,  incorporated by reference to Exhibit (d)(5)
                  to Amendment No. 1 to Schedule  13E-3 filed by Foodarama,  the
                  Purchaser and certain  members of the Purchaser Group with the
                  SEC on May 8, 2006.

(d)(6)            Exchange  Agreement,   dated  March  2,  2006,  by  and  among
                  Purchaser and members of the Purchaser Group,  incorporated by
                  reference  to Exhibit  (d)(6) to  Amendment  No. 1 to Schedule
                  13E-3 filed by Foodarama, the Purchaser and certain members of
                  the Purchaser Group with the SEC on May 8, 2006.

(d)(7)            Amendment No. 1 to Exchange  Agreement,  dated March 17, 2006,
                  by and among  Purchaser  and members of the  Purchaser  Group,
                  incorporated by reference to Exhibit (d)(7) to Amendment No. 1
                  to  Schedule  13E-3  filed by  Foodarama,  the  Purchaser  and
                  certain  members of the Purchaser Group with the SEC on May 8,
                  2006.

(f)               None.

(g)               None.