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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
         Date of Report (Date of earliest event reported): March 2, 2006

                          FOODARAMA SUPERMARKETS, INC.
             (Exact name of registrant as specified in its charter)

        New Jersey                   1-5745-1                 21-0717108
      (State or other        (Commission File Number)        (IRS Employer
      jurisdiction of                                   Identification Number)
      incorporation)
                              Building 6, Suite 1
                                 922 Highway 33
                           Freehold, New Jersey 07728
          (Address of principal executive offices, including zip code)
       Registrant's telephone number, including area code: (732) 462-4700



           (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2 (b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4 (c) under the
     Exchange Act (17 CFR 240.13e-4 (c))


Item 8.01.  Other Events
            ------------

Foodarama Supermarkets, Inc. (the "Company") issued a press release on March 3,
2006 announcing that it has entered into a definitive agreement with respect to
the going private transaction previously proposed by Saker Holdings Corp. Under
the terms of the definitive agreement, Saker Holdings Corp. has agreed to make a
cash tender offer for the Company's outstanding common stock at a price of $53
per share. A copy of the press release is attached as Exhibit 99.1 hereto and a
copy of a Tender Offer and Support Agreement between the Company and Saker
Holdings Corp. is attached hereto as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits
            ---------------------------------

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

        99.1                Press Release dated March 3, 2006

        99.2                Tender Offer and Support  Agreement  between  Saker
                            Holdings  Corp.  and Foodarama  Supermarkets,  Inc.
                            dated as of March 2, 2006.









                                   SIGNATURES



      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    FOODARAMA SUPERMARKETS, INC.
                                    ----------------------------
                                               (REGISTRANT)

                               By:  /s/ Michael Shapiro
                                  ----------------------------------------
                               Michael Shapiro
                               Senior Vice President and Chief Financial Officer


Date:  March 3, 2006


























                                                        Exhibit 99.1

                                            CONTACT:    Michael Shapiro
                                                        Senior Vice President
                                                        Chief Financial Officer
                                                        (732) 294-2270

FOR IMMEDIATE RELEASE

FOODARAMA ENTERS AGREEMENT
FOR GOING PRIVATE TRANSACTION.

      Freehold, N.J., March 3, 2006 - Foodarama Supermarkets, Inc. (ASE-FSM)
(the "Company" or "Foodarama") today announced that it has entered into a
definitive agreement with respect to the going private transaction previously
proposed by Saker Holdings Corp., a newly formed corporation organized by a
purchaser group consisting of Richard J. Saker, the Company's President and
Chief Executive Officer, Joseph J. Saker, the Company's Chairman of the Board,
and six other members of the family of Joseph J. Saker who are shareholders of
the Company.

      Under the terms of the definitive agreement, Saker Holdings Corp. has
agreed to make a cash tender offer to acquire all of the outstanding shares of
Foodarama common stock not already owned by the members of the purchaser group
at a price of $53 per share. The purchaser group currently owns or controls
approximately 51 percent of Foodarama's issued and outstanding common stock.

      A Special Committee of the Company's Board of Directors consisting of
three independent directors previously appointed to review the proposed
transaction has recommended that the Company's shareholders accept the offer and
tender their shares to Saker Holdings Corp. after the offer commences. William
Blair & Company, L.L.C., an independent financial advisor engaged to advise the
Special Committee with respect to the transaction, has delivered its opinion to
the Special Committee that the tender offer is fair, from a financial point of
view, to the Company's minority shareholders.

      The purchaser group has obtained a commitment for the financing of the
proposed transaction and a refinancing of the Company's existing loans from GMAC
Commercial Finance L.L.C. The proposed transaction is subject to certain
conditions, including, among others, a condition that Saker Holdings Corp. hold
at least 90% of Foodarama's common stock after the closing of the tender offer,
Saker Holdings Corp. closing on the financing, the requisite consent of Wakefern

--------------------------------------------------------------------------------
Certain information included in this press release and other Company filings
(collectively, the "SEC filings") under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended (as well as information
communicated orally or in writing between the dates of such SEC filings)
contains or may contain forward looking information that is subject to certain
risks, trends, and uncertainties that could cause actual results to differ
materially from expected results.
--------------------------------------------------------------------------------

Food Corporation and a condition that the Foodarama shareholders approve an
agreement and plan of share exchange pursuant to which each outstanding share of
Foodarama common stock would be exchanged for one share of common stock of a
newly formed Delaware corporation, with Foodarama thereby becoming a subsidiary
of that Delaware corporation. The share exchange would be followed by a merger
of the Delaware corporation into Saker Holdings Corp., pursuant to which
shareholders who did not tender shares in the tender offer would receive $53 in
exchange for their shares of the Delaware corporation that they receive in the
share exchange. As a result of the tender offer, the share exchange and the
merger, Foodarama would become a wholly owned subsidiary of Saker Holdings Corp.
and there would no longer be a public market for Foodarama common stock.

      The Company is required to pay Saker Holdings Corp. a termination fee of
$1,500,000 if the Special Committee withdraws its recommendation that
shareholders accept the offer or the Company's Board of Directors approves or
recommends another takeover proposal, or if the Company breaches or terminates
the agreement for any reason other than Saker Holdings Corp.'s breach. The
Company will be required to reimburse Saker Holdings Corp. for certain out of
pocket expenses if the agreement is terminated under certain other
circumstances.

      This announcement is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell securities. The tender
offer for the outstanding shares of Foodarama common stock described in this
announcement has not commenced. At the time the offer is commenced, Saker
Holdings Corp. will file a tender offer statement with the Securities and
Exchange Commission, and Foodarama will file a solicitation and recommendation
statement with respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer documents)
and the solicitation/recommendation statement will contain important information
that should be read carefully before any decision is made with respect to the
tender offer. Those materials will be made available to Foodarama's shareholders
at no expense to them. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge on the SEC's web
site (www.sec.gov) and from Foodarama Supermarkets, Inc.

      The Company operates a chain of 26 supermarkets located in Central New
Jersey, as well as two liquor stores and one garden center, all licensed as
ShopRite. The Company also operates a central food processing facility to supply
its stores with certain meat products, various prepared salads, prepared foods
and other items, and a central baking facility which supplies its stores with
bakery products. The Company is a member of Wakefern Food Corporation, the
largest retailer-owned food cooperative warehouse in the United States and owner
of the ShopRite name.

      This press release includes forward-looking statements within the meaning
of federal securities laws that are subject to risks and uncertainties,
including the inability to satisfy the conditions to any proposed transaction,
general economic conditions and other factors that may be identified in filings
made with the SEC by the Company or the purchaser group.

                                            ###

--------------------------------------------------------------------------------
Certain information included in this press release and other Company filings
(collectively, the "SEC filings") under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended (as well as information
communicated orally or in writing between the dates of such SEC filings)
contains or may contain forward looking information that is subject to certain
risks, trends, and uncertainties that could cause actual results to differ
materially from expected results.
--------------------------------------------------------------------------------


                                                          Exhibit 99.2

                       Tender Offer and Support Agreement

      This Tender Offer and Support Agreement, dated as of this 2nd day of
March, 2006 (this "Agreement"), by and between Foodarama Supermarkets, Inc., a
New Jersey corporation (the "Company"), and Saker Holdings, Corp., a Delaware
corporation ("Purchaser").

      WHEREAS, Purchaser has submitted to the Board of Directors of the Company
(the "Company Board") a proposal to acquire all of the outstanding shares of the
Company's common stock not owned by the shareholders of Purchaser (the "Shares")
which contemplates that Purchaser will make a tender offer for such Shares (the
"Offer") at a price of Fifty Three Dollars ($53) per share (the "Offer Price")
which shall be conditioned upon, among other things, the approval by the
Company's shareholders of an agreement and plan of share exchange (the
"Agreement and Plan of Share Exchange") pursuant to which each outstanding share
of the Company's common stock ("Company Common Stock") would be exchanged for
one share of common stock of a Delaware corporation (the "Delaware Corporation")
which would be initially organized as a wholly owned subsidiary of the Company
(the "Share Exchange");

      WHEREAS, the Special Committee of the Company Board created to consider,
negotiate and make recommendations with respect to the Offer (the "Special
Committee") has advised Purchaser that it will recommend to the shareholders of
the Company that they (i) accept the Offer and tender their Shares in the Offer
and (ii) vote in favor of the Agreement and Plan of Share Exchange
(collectively, the "Recommendations");

      WHEREAS, in reliance upon the Recommendations, Purchaser proposes to
proceed with the Offer and will incur significant fees and expenses in
connection therewith;

      WHEREAS, if each of the Offer and Share Exchange are completed, Purchaser
will merge the Delaware Corporation with and into Purchaser in a short-form
merger transaction in which the shareholders of the Delaware Corporation (other
than Purchaser) will receive a cash payment for each of their shares of the
Delaware Corporation which would be equal to the per Share price paid for Shares
pursuant to the Offer (the "Merger");

      WHEREAS, Purchaser and the Special Committee believe that the Offer will
provide shareholders of the Company with an opportunity to liquefy their Shares
and receive a substantial economic benefit which would not exist in the absence
of the Offer and, therefore, it is in the best interests of the Company to take
such actions as may be necessary to facilitate such Offer, including agreeing to
pay a termination fee if the Special Committee withdraws or modifies the
Recommendations;

      WHEREAS, Purchaser and the Company wish to make certain representations,
warranties, covenants and agreements in connection with the Offer and the Share
Exchange and also to prescribe various conditions to the Offer and the Share
Exchange;
                                        1

      NOW, THEREFORE, in consideration of the mutual covenants and premises set
forth herein and other valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1.    Certain Definitions. As used in this Agreement, the following terms shall
      have the following meanings:

      "Business Day" means any day besides a Saturday, Sunday or federal holiday
      of the United States.

      "Financing Condition" means that Purchaser shall have received the
      proceeds contemplated by the GMAC Letter.

      "GMAC Letter" means the commitment letter dated as of November 23, 2006
      issued by GMAC Commercial Finance LLC to Purchaser.

      "Governmental Entity" means any United States federal, state, local or any
      foreign government, governmental, regulatory or administrative authority,
      board, bureau, department, instrumentality, agency, commission, or
      quasi-governmental unit, or any court, tribunal or judicial or arbitral
      body.

      "Independent Committee" means a committee of the Company Board (which may
      be the Special Committee) consisting solely of directors who are members
      of the Special Committee.

      "Long-Form Merger" means a merger, following the completion of the Share
      Exchange and either a Tender Shortfall or the withdrawal or termination of
      the Offer by Purchaser, pursuant to which the Delaware Corporation would
      be merged with and into Purchaser and which would result in the
      shareholders of the Delaware Corporation, other than Purchaser, receiving
      an aggregate cash payment with respect to their shares of the Delaware
      Corporation which is not less than the aggregate cash consideration they
      would have received if their Shares were acquired at the Offer Price
      pursuant to the Offer.

      "Material Adverse Effect" means any one or more events, changes, effects
      or developments that, individually or in the aggregate, have had a
      material adverse effect on the business, operations, prospects, assets,
      financial condition or results of operations of the Company and its
      subsidiaries, taken as a whole, excluding any effects related to or
      resulting from (i) events affecting the United States or global economy or
      capital or financial markets generally, (ii) changes in conditions in the
      supermarket industry, (iii) changes in laws or in the authoritative
      interpretations thereof or in regulatory guidance related thereto, (iv)
      earthquakes or similar catastrophes, or acts of war, sabotage, terrorism,
      military action or any escalation or worsening thereof, or (v) this
      Agreement and the other agreements contemplated hereby, the announcement
      thereof, or the transactions contemplated thereby, except (with respect to
      the matters referred to in (i) through (iv) above) to the extent that such
      matters have a disproportionate effect on the Company relative to its
      competitors in the supermarket industry.
                                        2

      "Majority Tender Condition" means that there shall have been validly
      tendered and not withdrawn prior to the expiration of the Offer at least a
      majority of the outstanding shares that are not beneficially owned by the
      shareholders of Purchaser.

      "Minimum Tender Condition" means that there shall have been validly
      tendered and not withdrawn prior to the expiration of the Offer that
      number of shares of Company Common Stock which, together with that number
      of shares of Company Common Stock owned by Purchaser and its shareholders,
      would represent more than ninety percent (90%) of the Shares.

      "Takeover Proposal" means (i) any proposal for a merger, consolidation,
      dissolution, recapitalization or other business combination involving the
      Company or (ii) any proposal or offer to acquire in any manner, directly
      or indirectly, over 15% of the equity securities or consolidated total
      assets of the Company, in each case other than pursuant to the Offer, the
      Share Exchange, the Merger or the Long-Form Merger.

      "Tender Shortfall" means the consummation of the Offer under circumstances
      in which Purchaser owns, after the consummation of the Offer, less than
      90% of the Company Common Stock.

2.    The Offer and Other Purchaser Actions.
      --------------------------------------

      (a)   Commencement and Expiration of the Offer.  Subject to the conditions
            of this Agreement, as promptly as practicable (but in no event more
            than five (5) Business Days) after the date that the Securities and
            Exchange Commission (the "SEC") has advised the Company that it has
            no further comment on the Proxy Materials (as defined in Section
            4(c) below) or Other SEC Filings (as defined in Section 4(c) below),
            Purchaser shall commence the Offer within the meaning of the
            applicable rules and regulations of the SEC.  The initial expiration
            date of the Offer shall be at 12:00 midnight Eastern time on the
            35th business day following the commencement of the Offer
            (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the
            Securities Exchange Act of 1934, as amended (the "Exchange Act")).
            Notwithstanding any other term of the Offer or this Agreement,
            Purchaser shall not be required to accept for payment or, subject to
            any applicable rules and regulations of the SEC, including Rule
            14e-1(c) under the Exchange Act (relating to Purchaser's obligation
            to pay for or return tendered shares of Company Common Stock
            promptly after the termination or withdrawal of the Offer), to pay
            for any shares of Company Common Stock tendered pursuant to the
            Offer unless all of the Tender Offer Conditions set forth in Exhibit
            A (the "Tender Offer Conditions") shall have been met. Purchaser
            expressly reserves the right to waive any Tender Offer Condition or
            any other condition to the Offer or modify the terms of the Offer,
            except that, without the consent of the Company, Purchaser shall not
            (i) reduce the number of shares of Company Common Stock subject to
            the Offer, (ii) reduce the price per share of Company Common Stock
            to be paid pursuant to the Offer, (iii) modify the Offer in any
            manner adverse to the holders of Shares or add to the Tender Offer
                                        3

            Conditions, (iv) except as provided in Section 2(b), extend the
            Offer, or (v) change the form of consideration payable in the Offer.

      (b)   Purchaser's Ability to Extend the Offer.  Notwithstanding the
            provisions of Section 2(a), Purchaser may, without the consent of
            the Company, (i) if at the scheduled or any extended expiration date
            of the Offer (whether extended pursuant to this clause (b) or
            otherwise) any of the conditions to Purchaser's obligation to
            purchase shares of Company Common Stock are not satisfied or waived,
            extend the Offer beyond the then applicable expiration date thereof
            for a time period reasonably necessary to permit such condition to
            be satisfied, (ii) extend the Offer for any period required by any
            rule, regulation, interpretation or position of the SEC or the staff
            thereof applicable to the Offer and (iii) if at the scheduled or any
            extended expiration date of the Offer all of the Tender Offer
            Conditions have been satisfied or waived, Purchaser may extend the
            Offer pursuant to an amendment to the Offer providing for a
            "subsequent offering period" not to exceed twenty (20) business
            days, to the extent permitted under, and in compliance with, Rule
            14d-11 under the Exchange Act.  Any such "subsequent offering
            period" shall not, unless otherwise consented to in writing by the
            Purchaser, extend beyond the Outside Date (as defined in Section
            2(c) below)

      (c)   Company's Ability to Extend the Offer.

            (i)   In the event that the Minimum Tender Condition has not been
                  satisfied or waived at the scheduled expiration date of the
                  Offer, at the request of the Company, Purchaser shall extend
                  the expiration date of the Offer in such increments as
                  Purchaser may determine until the earliest to occur of
                  (A) the satisfaction or waiver of such condition, (B)
                  Purchaser reasonably determines, after the date that is 90
                  days from the date of commencement of the Offer, that such
                  condition to the Offer is not capable of being satisfied on or
                  prior to June 30, 2006 (the "Outside Date"), (C) the
                  termination of this Agreement in accordance with its terms
                  and (D) the Outside Date.

            (ii)  In the event that a failure to satisfy the Tender Offer
                  Condition in subsection (f) of Exhibit A shall exist and the
                  cure period described therein shall not have expired at the
                  scheduled expiration date of the Offer, at the request of the
                  Company, Purchaser shall extend the expiration date of the
                  Offer in such increments as Purchaser may determine, but not
                  greater than ten (10) days, until the earliest to occur of (A)
                  the cure of such failure, (B) the expiration of such cure
                  period, (C) the termination of this Agreement in accordance
                  with its terms and (D)the Outside Date.

      (d)   Payment Acceptance. On the terms and subject to the conditions of
            the Offer and this Agreement, Purchaser shall accept for payment and
            pay for all Shares validly tendered and not withdrawn pursuant to
                                        4

            the Offer that Purchaser becomes obligated to purchase pursuant to
            the Offer promptly after the expiration of the Offer.

      (e)   Option Treatment.  Each Share subject to an option (other than an
            option held by a shareholder of Purchaser which shall be cancelled
            or assumed by the Purchaser) outstanding immediately prior to the
            consummation of the Offer shall be settled in cash by Purchaser at
            the time of the consummation of the Offer for an amount equal to the
            positive difference between the Offer Price and the per Share
            exercise price, or, if the per Share exercise price equals or
            exceeds the Offer Price, the outstanding option shall be cancelled
            upon the consummation of the Offer.

      (f)   SEC Filings.  On the date of commencement of the Offer, Purchaser
            shall file with the SEC a Tender Offer Statement on Schedule TO with
            respect to the Offer, which shall contain an offer to purchase and a
            related letter of transmittal and summary advertisement (such
            Schedule TO and the documents included therein pursuant to which the
            Offer will be made, together with any supplements or amendments
            thereto, the "Offer Documents").  Each of Purchaser and the Company
            shall promptly correct any information provided by it for use in the
            Offer Documents if and to the extent that such information shall
            have become false or misleading in any material respect, and
            Purchaser shall take all steps necessary to amend or supplement the
            Offer Documents and to cause the Offer Documents as so amended or
            supplemented to be filed with the SEC and to be disseminated to the
            Company's shareholders, in each case as and to the extent  required
            by applicable Federal securities law.  Purchaser shall give the
            Company and its counsel a reasonable opportunity to review and
            comment on the Offer Documents prior to their being filed with the
            SEC or disseminated to the shareholders of the Company.  Purchaser
            shall provide the Company and its counsel in writing with any
            comments Purchaser or its counsel may receive from the SEC or its
            staff with respect to the Offer Documents promptly after the
            receipt of such comments and shall provide the Company and its
            counsel with a reasonable opportunity to participate in the response
            of Purchaser to such comments.

      (g)   The Merger. If each of the Offer and Share Exchange is consummated
            under circumstances where the Minimum Tender Condition has been
            satisfied, Purchaser shall cause the Merger to be consummated in
            accordance with the Delaware General Corporation Law.

3.    Company Actions.
      ----------------

      (a)   The Company hereby approves of and consents to the Offer, the Share
            Exchange and the other transactions contemplated by this Agreement
            (collectively, the "Transactions").

      (b)   On the date the Offer Documents are filed with the SEC, the Company
            shall file with the SEC a Solicitation/Recommendation Statement on
            Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as
                                        5

            amended and supplemented from time to time, the "Schedule 14D-9"),
            describing the recommendations referred to in Section 5(d), and
            shall mail the Schedule 14D-9 to the holders of Company Common
            Stock.  Each of the Company and Purchaser shall promptly correct any
            information provided by it for use in the Schedule 14D-9 if and to
            the extent that such information shall have become false or
            misleading in any material respect, and the Company shall take all
            steps necessary to amend or supplement the Schedule 14D-9 and to
            cause the Schedule 14D-9 as so amended or supplemented to be filed
            with the SEC and disseminated to the Company's shareholders, in each
            case as and to the extent required by applicable Federal securities
            laws.  The Company shall provide Purchaser and its counsel in
            writing with any comments the Company or its counsel may receive
            from the SEC or its staff with respect to the Schedule 14D-9
            promptly after the receipt of such comments.

      (c)   In connection with the Offer, the Company shall cause its transfer
            agent to promptly furnish Purchaser with mailing labels containing
            the names and addresses of the record holders of Company Common
            Stock as of a recent date and of those persons becoming record
            holders subsequent to such date, together with copies of all lists
            of shareholders, security position listings and computer files and
            all other information as Purchaser may reasonably request in the
            Company's possession or control regarding the beneficial owners of
            Company Common Stock, and shall furnish to Purchaser such
            information and assistance (including updated lists of shareholders,
            security position listings and computer files) as Purchaser may
            reasonably request in communicating the Offer to the Company's
            shareholders.  Subject to the requirements of applicable law, and
            except for such steps as are necessary to disseminate the Offer
            Documents and any other documents necessary to consummate the
            Transactions, Purchaser shall hold in confidence the information
            contained in any such labels, listings and files, shall use such
            information only for the purpose of communicating the Offer and
            disseminating any other documents necessary to consummate the Offer
            and the Share Exchange and the other Transactions and, if this
            Agreement shall be terminated, shall, upon request, deliver to the
            Company all copies of such information then in its possession.

4.    Share Exchange Proposal.
      ------------------------

      (a)   Contemporaneous with the execution of this Agreement, the Company
            shall enter into, and cause the Delaware Company to enter into, the
            Agreement and Plan of Share Exchange in substantially the form
            annexed hereto as Exhibit B.

      (b)   The Company shall, as soon as practicable following the date of this
            Agreement, give notice of, convent and hold a meeting of its
            shareholders (the "Shareholders' Meeting") for the purpose of
            seeking the approval of the Company's shareholders of the Agreement
            and Plan of Share Exchange (the "Company Shareholder Approval").
            The Company shall, through the Special Committee, recommend to its
            shareholders that they approve the Agreement and Plan of Share
            Exchange. Without limiting the generality of the foregoing, the
                                        6

            Company agrees that its obligations pursuant to the first sentence
            of this Section 4(b) shall not be affected by the commencement,
            public proposal, public disclosure or communication to the Company
            of any Takeover Proposal.

      (c)   The Company shall, as soon as practicable following the execution of
            this Agreement, prepare and file with the SEC proxy materials with
            respect to the Shareholders' Meeting (the "Proxy Materials") or such
            other filings as may be  required to be filed with the SEC by
            applicable law (the "Other SEC Filings"), and the Company shall use
            its best efforts to respond as promptly as practicable to any
            comments of the SEC with respect thereto.  The Company shall notify
            Purchaser promptly of the receipt of any comments from the SEC or
            its staff and of any request by the SEC or its staff for amendments
            or supplements to the Proxy Materials or Other SEC Filings or for
            any additional information and shall supply Purchaser with copies
            of all correspondence between the Company or any of its
            representatives, on the one hand, and the SEC or its staff, on the
            other hand, with respect to the Proxy Materials or Other SEC
            Filings.  If at any time prior to the receipt of the approval of the
            Agreement and Plan of Share Exchange by the Company's shareholders,
            there shall occur any event that should be set forth in an amendment
            or supplement to the Proxy Materials or Other SEC Filings, the
            Company shall promptly prepare and mail to its shareholders such
            an amendment or supplement.  The Company shall not mail any Proxy
            Statement or Other SEC Filings, or any amendment or supplement
            thereto, to which Purchaser reasonably objects.

      (d)   In the event that Company Shareholder Approval is obtained and
            Purchaser consummates the Offer, the Company shall as soon as
            reasonably practicable (but in no event more than two (2) Business
            Days) after the consummation of the Offer take such steps as may be
            necessary to complete the Share Exchange.

      (e)   In the event that Company Shareholder Approval is obtained but this
            Agreement shall have been terminated prior to the consummation of
            the Offer, the Company's Board of Directors shall determine by
            resolution within thirty (30) days after the termination of this
            Agreement whether to complete the Share Exchange or terminate the
            Agreement and Plan of Share Exchange.

5.    Representations of Company. The Company hereby represents and warrants to
      Purchaser that:

      (a)   The Company is a corporation duly organized, validly existing and in
            good standing under the laws of the State of New Jersey. The
            Delaware Corporation is a corporation duly organized, validly
            existing and in good standing under the laws of the State of
            Delaware.

      (b)   The Company has all requisite corporate power and authority to
            execute and deliver this Agreement and, subject to the approval of
            its shareholders with respect to the Share Exchange, to consummate
            the Transactions. The execution and delivery by the Company of this
                                        7


            Agreement and the consummation by the Company of the Transactions
            have been duly authorized by all necessary corporate action on the
            part of the Company, subject, in the case of the Share Exchange, to
            receipt of the approval of the Company's shareholders.

      (c)   The Company has duly executed and delivered this Agreement to
            Purchaser and this Agreement constitutes its legal, valid and
            binding obligation, enforceable against it in accordance with its
            terms, except to the extent that enforceability may be limited by
            bankruptcy, insolvency, reorganization, moratorium, fraudulent
            transfer or other similar laws of general applicability relating to
            or affecting the enforcement of creditors' rights and by the effect
            of the principles of equity (regardless of whether enforceability is
            considered in a proceeding in equity or at law).

      (d)   The Company Board, at a meeting duly called and held, and upon
            recommendation of the Special Committee, adopted resolutions (i)
            approving this Agreement, the Offer, the Share Exchange and the
            other Transactions, (ii) determining that the terms of the Offer and
            the Merger are fair, from a financial point of view, to the
            Company and its shareholders and that the Share Exchange and Merger
            are advisable and (iii) recommending that the shareholders of the
            Company accept the Offer and tender their shares of Common Stock
            pursuant to the Offer.  No further corporate action is required by
            the Company Board in order for the Company to approve this Agreement
            or the Transactions contemplated hereby.  The Company has been
            advised by each of the members of the Special Committee that as of
            the date of this Agreement, each such person intends to tender all
            shares of Company Common Stock owned by such person pursuant to the
            Offer.

      (e)   The Company has received from each member of the Special Committee
            written resignations from their respective positions as directors of
            the Company and of the Delaware Corporation, with each resignation
            conditioned upon and to take effect only upon the occurrence of
            consummation of the Offer under circumstances in which the Minimum
            Tender Condition has been met and not waived.

6.    Representations of Purchaser. Purchaser hereby represents and warrants to
      the Company that:

      (a)   Purchaser is a corporation duly organized, validly existing and in
            good standing under the laws of the State of Delaware.

      (b)   Purchaser has all requisite corporate power and authority to execute
            and deliver this Agreement and to consummate the Offer and the other
            Transactions to which it is a party. The execution and delivery by
            Purchaser of this Agreement and the consummation by Purchaser of the
            Transactions to which Purchaser is a party have been duly authorized
            by all necessary corporate actions on the part of Purchaser.
                                        8

      (c)   Purchaser has duly executed and delivered this Agreement and this
            Agreement constitutes its legal, valid and binding obligation,
            enforceable against it in accordance with its terms, except to the
            extent that enforceability may be limited by bankruptcy, insolvency,
            reorganization, moratorium, fraudulent transfer or other similar
            laws of general applicability relating to or affecting the
            enforcement of creditors' rights and by the effect of the principles
            of equity (regardless of whether enforceability is considered in a
            proceeding in equity or at law).

      (d)   Set forth on Exhibit C hereto is a list of the officers and
            directors of Purchaser and the identity of all shareholders of
            Purchaser.  Except for shares of capital stock of Purchaser owned by
            the shareholders identified on Exhibit C and options contemplated to
            be issued to certain shareholders of Purchaser, there are
            outstanding (i) no shares of capital stock or other voting
            securities of Purchaser, (ii) no securities of Purchaser convertible
            into or exchangeable for capital stock or other voting securities of
            Purchaser and (iii) no options, warrants or other rights to acquire
            from Purchaser, and no obligations of Purchaser to issue, any
            capital stock, voting securities or securities convertible into or
            exchangeable for capital stock or other voting securities of
            Purchaser, except pursuant to the Exchange Agreement dated as of
            March 2, 2006 (the "Exchange Agreement") by and among Purchaser and
            each of Joseph J.Saker, Richard J. Saker, Joseph J. Saker, Jr.,
            Thomas A. Saker, Gloria Saker, Nadine Saker Mockler, Denise Saker
            Marder, Richard James Saker, the Saker Family Partnership, L.P. and
            the Richard James Saker Trust, f/b/o Richard James Saker (each a
            "Member of the Purchaser Group"), which has previously been
            delivered to counsel for the Special Committee.

      (e)   Except for its organizational activities and activities related to
            the negotiation, delivery and consummation of this Agreement,
            including activities related to the GMAC Letter and the Financing
            Condition, Purchaser has not engaged in any substantive business
            activities, incurred any liabilities or made any commitments other
            than in connection with the transactions contemplated by this
            Agreement.

      (f)   Purchaser has received, and delivered to counsel for the Special
            Committee copies of, binding commitments from its shareholders (the
            "Stock Commitments") to contribute to Purchaser at or before the
            closing of the Offer sufficient shares of Company Common Stock such
            that, before any Shares are accepted in the Offer Purchaser will own
            no less than 424,890 shares of Company Common Stock, which shall
            constitute no less than 43% of the then outstanding shares of
            Company Common Stock.  Such shareholders own sufficient shares of
            Company Common Stock free and clear of liens to meet the Stock
            Commitments, except, in the case of Shares owned by Richard Saker,
            for certain liens securing margin loans which will be released
            immediately prior to the consummation of the Offer through the
            repayment of such margin loans in full with proceeds of a loan made
            by Purchaser.

7.    Reasonable Efforts.  Upon the terms and subject to the conditions set
      forth in this Agreement, each of the parties hereto shall use all
                                        9

      reasonable efforts to take, or cause to be taken, all reasonable actions,
      and to do, or cause to be done, and to assist and cooperate with the other
      parties in doing, all things reasonably necessary, proper or advisable to
      consummate and make effective, in the most expeditious manner
      practicable, the Offer and the Share Exchange, including (i) the
      obtaining of all necessary actions or nonactions, waivers, consents and
      approvals from Governmental Entities and the making of all necessary
      registrations and filings (including filings with Governmental Entities,
      if any) and the taking of all reasonable steps as may be necessary to
      obtain an approval or waiver from, or to avoid an action or proceeding by,
      any Governmental Entity, (ii) the obtaining of all necessary consents,
      approvals or waivers from third parties, including, without limitation,
      the consent of Wakefern Food Corporation to the Transactions, (iii) the
      defending of any lawsuits or other legal proceedings, whether judicial or
      administrative, challenging this Agreement or the consummation of the
      Transactions, including, when reasonable, seeking to have any judgment,
      order, temporary restraining order, temporary or permanent injunction,
      ruling or decree or other court action (an "Order") entered by any
      Governmental Entity vacated or reversed and (iv) the execution and
      delivery of any additional instruments necessary to consummate the
      Transactions and to fully carry out the purposes of this Agreement.
      Nothing in this Agreement shall be deemed to require any party to waive
      any substantial rights or agree to any substantial limitation on its
      operations or to dispose of any significant asset or collection of assets.

8.    Termination. This Agreement may be terminated at any time prior to the
      consummation of the Offer, whether before or after receipt of Company
      Stockholder Approval:

      (a)   by mutual written consent of Purchaser and the Company;

      (b)   by the Company:

           (i)     if Purchaser fails to accept for payment and pay for all
                   Shares validly tendered and not withdrawn pursuant to the
                   Offer once Purchaser becomes obligated to purchase such
                   Shares pursuant to, and on the terms and subject to the
                   conditions of the Offer and this Agreement, which failure
                   cannot be or has not been cured within ten (10) days after
                   the giving of written notice to Purchaser of such failure,
                   and such failure does not result from one or more of the
                   following causes: (A) the Company's failure to fulfill any of
                   its obligations under this Agreement or (B) facts or
                   circumstances that constitute a breach of any representation
                   or warranty under this Agreement by the Company; or

             (ii)  if the Purchaser shall not have provided documentation to the
                   Special Committee on or before March 17, 2006 which provides
                   reasonable assurance that (x) at least 466,712 Shares have
                   been or shall be contributed to Purchaser as required by the
                   terms of the Exchange Agreement and (y) any Shares owned by
                   Members of the Purchaser Group that are not contributed to
                   the Purchaser pursuant to the Exchange Agreement will be
                   tendered to Purchaser pursuant to the Offer.

             (iii) for any other reason.
                                        10

       (c)   by Purchaser:

             (i)   following the Outside Date if the Offer has not been
                   consummated, provided, however, that the right to terminate
                   this Agreement pursuant to this clause (i) shall not be
                   available to Purchaser if (A) the failure to consummate the
                   Offer was the result of a willful and material breach of
                   this Agreement by Purchaser or (B) the Financing Condition
                   has not been met by the Outside Date; or

             (ii)  if any Governmental Entity issues an Order permanently
                   enjoining, restraining or otherwise prohibiting the Share
                   Exchange or the acceptance for payment of, or payment for,
                   shares of Company Common Stock pursuant to the Offer and such
                   Order shall have become final and nonappealable; or

             (iii) if as the result of the failure of any of the Tender Offer
                   Conditions other than the Financing Condition, the Offer
                   shall have terminated or expired in accordance with its terms
                   without Purchaser having accepted shares of Company Common
                   Stock for payment pursuant to the Offer; provided, however,
                   that the right to terminate this Agreement pursuant to this
                   clause (iii) shall not be available to Purchaser if its
                   failure to fulfill any of its obligations under this
                   Agreement results in the failure of any such condition or if
                   the failure of such condition results from facts or
                   circumstances that constitute a willful breach of any
                   representation or warranty under this Agreement by Purchaser;
                   or

             (iv)  if the Company breaches or fails to perform in any material
                   respect any of  its representations, warranties, or covenants
                   contained in this Agreement which breach or failure to
                   perform (A) would give rise to the failure of a condition set
                   forth in Exhibit A, and (B) cannot be or has not been cured
                   within ten (10) days after the giving of written notice to
                   the Company of such breach; provided, however, that the right
                   to terminate this Agreement pursuant to this clause (iv)
                   shall not be available to Purchaser if Purchaser is in
                   material breach of any representation, warranty or covenant
                   contained in this Agreement; or

             (v)   if prior to the first acceptance of shares of Company Common
                   Stock for payment pursuant to the Offer the Company Board or
                   an Independent Committee withdraws or modifies in a manner
                   adverse to Purchaser, or publicly proposes to withdraw or
                   modify in a manner adverse to Purchaser, its approval or
                   recommendation of this Agreement, the Offer or the Share
                   Exchange, fails to recommend to the Company's shareholders
                   that they accept the Offer and give the Company Shareholder
                   Approval or publicly approves or recommends, or publicly
                   proposes to approve or recommend, any Company Takeover
                   Proposal; or
                                        11

             (vi)  if the Company Board or an Independent Committee authorized
                   to evaluate a tender offer proposed by a party other than
                   Purchaser, expresses no opinion, remains neutral or is unable
                   to take a position with respect to such tender offer; or

             (vii) if a Material Adverse Effect has occurred and is continuing;

             (viii) if there shall have been instituted or pending any
                  shareholder derivative litigation or shareholder class action
                  litigation against the Company or the Purchaser or any of
                  their respective subsidiaries, affiliates, officers or
                  directors or if there shall be pending any action, suit or
                  proceeding against the Company or the Purchaser or any of
                  their respective subsidiaries, affiliates, officers or
                  directors challenging or seeking damages or other relief in
                  connection with the acquisition of Shares by Purchaser or any
                  of the transactions related thereto or seeking  to restrain or
                  prohibit the making or consummation of the Offer or Share
                  Exchange;

            (ix)  if the Financing Condition is not met by the Outside Date and
                  the failure of such condition does not result from either (A)
                  the existence of a material adverse change in the business,
                  operations, assets, properties, liabilities, profits,
                  prospects or financial position of the Company, (B) the
                  Company's failure to fulfill any of its obligations under this
                  Agreement or from facts or circumstances that constitute a
                  breach of any representation or warranty under this Agreement
                  by the Company, (C) the Company's failure to have received and
                  accepted a fairness opinion from a financial advisor
                  reasonably acceptable to GMAC endorsing the fairness to
                  the Company's shareholders of the terms of the Offer, or (D)
                  the failure to satisfy the Minimum Tender Condition; or

            (x)   if the Financing Condition is not met by the Outside Date and
                  the failure of such condition results from one or more of the
                  reasons set forth in clauses (A) thru (D) of Section 8(c)(ix)
                  above.

9.    Effect of Termination.  In the event of termination of this Agreement by
      either the Company or Purchaser as provided in Section 8, this Agreement
      shall forthwith become void and have no effect.  Such termination shall be
      without any liability or obligation on the part of Purchaser or the
      Company, other than this Section 9,Section 12, Section 13 and Sections 15
      through 24, which provisions shall survive such termination, and except to
      the extent that such termination results from the willful and material
      breach by a party of any representation, warranty or covenant set forth in
      this Agreement.

10.   Extension; Waiver.  The parties may at any time (i) extend the time for
      the performance of any of the obligations or other acts of the other
      parties, (ii) waive any inaccuracies in the representations and warranties
      contained in this Agreement or in any document delivered pursuant to this
      Agreement or (iii) waive compliance with any of the agreements or
      conditions contained in this Agreement.  Any agreement on the part of a
      party to any such extension or waiver shall be valid only if set forth
      in an instrument in writing signed on behalf of such party.  The failure
      of any party to this Agreement to assert any of its rights under this
      Agreement or otherwise shall not constitute a waiver of such rights.
                                        12

11.   Procedure for Termination, Amendment, Extension or Waiver.  In order to be
      effective, any action or agreement to terminate, amend, extend or waive
      this Agreement or any provisions hereof shall require, in the case of
      Purchaser, action by its Board of Directors or the duly authorized
      designee of its Board of Directors, and in the case  of the Company,
      action by the Company Board subsequent to and in accordance with a
      recommendation by the Special Committee in favor of such action.  All
      corporate action taken to implement the Special Committee's recommendation
      of an action or agreement to terminate, amend, extend or waive this
      Agreement or any provisions hereof (including without limitation the
      subsequent approval or ratification of such action or agreement by the
      Company Board or the execution and delivery of documentation evidencing
      such action or agreement by an officer or officers of the Company) shall
      be deemed to have occurred at the time the Special Committee notified
      Purchaser that the Special Committee was recommending such action.

12.   Reimbursement of Ticking Fee.

      (a)   In the event that this Agreement is terminated pursuant to Section
            8(b) or 8(c) for any reason (other than a termination by the Company
            pursuant to Section 8(b)(i) or 8(b)(ii) or by the Purchaser pursuant
            to Section 8(c)(ix)) the Company will reimburse Purchaser for the
            cost of (a) any "ticking fee" payable to GMAC Commercial Finance
            LLC pursuant to the GMAC Letter and (b) all out-of-pocket fees and
            expenses payable by Purchaser to its legal counsel and its outside
            financial advisor for the period from December 1, 2004 through and
            including the date of termination (collectively with the "ticking
            fee," the "Out-of-Pocket Expenses"); provided, that all amounts
            previously paid by the Company pursuant to the letter agreement
            between the parties hereto dated February 6, 2006 and countersigned
            as of February 10, 2006 (the "February Letter Agreement") shall be
            credited against amounts otherwise owing under this  Section 12(a);
            and provided, further, that all amounts paid by or credited to
            the Company pursuant to this Section 12(a) shall be credited against
            any obligation that the Company may have to pay the Termination Fee
            pursuant to Section 13 below.  If this Agreement is terminated by
            mutual consent pursuant to Section 8(a) for any reason, the parties
            shall, by mutual consent, determine whether and to what extent the
            Company will reimburse Purchaser for its Out-of-Pocket Expenses.

      (b)   In the event that this Agreement is terminated by Purchaser pursuant
            to Section 8(c)(viii), the Company will reimburse Purchaser for the
            Applicable Percentage of all Out-of-Pocket Expenses; provided that
            all amounts previously paid by the Company pursuant to the February
            Letter Agreement shall be credited against amounts otherwise owing
            under this Section 12(b); and provided further that all amounts paid
            by or credited to the Company pursuant to this Section 12(b) shall
            be credited against any obligation that the Company may have to pay
            the Termination Fee pursuant to Section 13 below.  The
            "Applicable Percentage" shall be one hundred percent (100%) if the
                                        13

            event giving rise to the termination pursuant to Section 8(c)(viii)
            is one which had, or at the time of termination was reasonably
            likely to result in, a Material Adverse Effect.  The "Applicable
            Percentage" shall be eighty percent (80%) if the event giving rise
            to the termination pursuant to Section 8(c)(viii) is one which did
            not have, and at the time of termination was not reasonably likely
            to result in, a Material Adverse Effect; provided, however, that if
            the event giving rise to the termination pursuant to Section 8(c)
            (viii) did not, and at the time of termination was not reasonably
            likely to, have a significant economic impact on Purchaser or on the
            ability of Purchaser to consummate the Offer, then the
            "Applicable Percentage" shall be zero.

13.   Termination Fee. The Company shall pay to Purchaser a fee (the
      "Termination Fee") of One Million Five Hundred Thousand Dollars
      ($1,500,000) if:

      (a)   this Agreement is terminated by the Company other than pursuant to
            Section 8(b)(i); or

      (b)   this Agreement is terminated by Purchaser pursuant to Section
            8(c)(iv), (v) or (vi).

14.   Further Assurance. From time to time, at another party's request and
      without additional consideration, each party hereto shall execute and
      deliver such additional documents and take all such further action as may
      be necessary or desirable to consummate and make effective, in the most
      expeditious manner practicable, the transactions contemplated by this
      Agreement.

15.   Notice. All notices, requests, claims, demands and other communications
      under this Agreement shall be in writing and shall be deemed given if
      delivered personally or sent by overnight courier (providing proof of
      delivery) to the parties at the following addresses (or at such other
      address for a party as shall be specified by like notice):

      (a)   If to Purchaser:

                        Saker Holdings Corp.
                        c/o Giordano Halleran & Ciesla, P.C.
                        125 Half Mile Road
                        Red Bank, New Jersey  07701
                        Attention:  John A. Aiello, Esq.

      (b) If to the Company:

                        Foodarama Supermarkets, Inc.
                        c/o Special Committee of the Board of Directors
                        c/o Pitney Hardin LLP
                        200 Campus Drive
                        Florham Park, NJ  07932

                        Attention:  Michael W. Zelenty, Esq.
                                        14

16.   Headings. The headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

17.   Severability. If any term or other provision of this Agreement is invalid,
      illegal or incapable of being enforced by any rule of law or public
      policy, all other conditions and provisions of this Agreement shall
      nevertheless remain in full force and effect so long as the economic or
      legal substance of the transactions contemplated hereby is not affected in
      any manner adverse to any party.  Upon such determination that any term or
      other provision is invalid, illegal or incapable of being enforced, the
      parties hereto shall negotiate in good faith to modify this Agreement so
      as to effect the original intent of the parties as closely as possible
      in an acceptable manner to the end that transactions contemplated hereby
      are fulfilled to the maximum extent possible.

18.   Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes
      the entire agreement among the parties hereto and supersedes all other
      prior agreements and understandings, both written and oral, among the
      parties with respect to the subject matter of this Agreement, including
      without limitation the February Letter Agreement, and this Agreement is
      not intended to confer upon any person, other than the parties hereto, any
      rights or remedies.

19.   Assignment. Neither this Agreement nor any of the rights, interests or
      obligations under this Agreement may be assigned or delegated, in whole or
      in part by any of the parties, other than by operation of law; provided,
      however, that Purchaser may assign, in its sole discretion, its rights and
      obligations hereunder to any direct or indirect wholly-owned subsidiary of
      Purchaser, but no such assignment shall relieve Purchaser of its
      obligations hereunder if such assignee does not perform such obligations.

20.   Governing Law.  This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of New Jersey, regardless of the
      laws that might otherwise govern under applicable principles of conflicts
      of laws thereof.  Each of the parties hereto (i) hereby irrevocably and
      unconditionally consents to submit to the personal jurisdiction of the
      courts of the State of New Jersey and of the United States of America
      located in the State of New Jersey in the event any dispute arises out of
      this Agreement or any of the transactions contemplated by this Agreement,
      (ii) shall not object to or attempt to deny or defeat such personal
      jurisdiction by motion or other request for leave from any such court, and
      (iii) shall not bring any action relating to this Agreement or any of the
      transactions contemplated by this Agreement in any other court.

21.   WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
      ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
      OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

22.   Amendment. This Agreement may not be amended except by an instrument in
      writing signed by the parties hereto.
                                        15

23.   Waiver.  Any party hereto may (i) extend the time for the performance of
      any of the obligations or other acts of the other party hereto, (ii) waive
      any inaccuracies in the representations and warranties of the other party
      hereto contained herein or in any document delivered pursuant hereto and
      (iii) waive compliance by the other party hereto with any of their
      agreements or conditions contained herein.  Any agreement on the part of a
      party hereto to any such extension or waiver shall be valid only as
      against such party and only if set forth in an instrument in writing
      signed by such party.  The failure of any party hereto to assert any of
      its rights under this Agreement or otherwise shall not constitute a waiver
      of those rights.

24.   Counterparts. This Agreement may be executed in one or more counterparts,
      all of which shall be considered one and the same instrument and shall
      become effective when one or more counterparts have been signed by each of
      the parties and delivered to the other parties.






                                        16



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

                                    FOODARAMA SUPERMARKETS, INC.


                                 By:______________________________
                               Name:  Michael Shapiro
                              Title:  Senior Vice President, Treasurer and
                                      Chief Financial Officer

                              SAKER HOLDINGS CORP.


                                 By:______________________________
                               Name:  Richard J. Saker
                              Title:  President







                                17



                                    EXHIBIT A

                             TENDER OFFER CONDITIONS

      Notwithstanding any other term of the Offer or this Agreement, Purchaser
shall not be required to accept for payment or, subject to any applicable rules
and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to Purchaser's obligation to pay for or return tendered shares of
Company Common Stock promptly after the termination or withdrawal of the Offer),
to pay for any shares of Company Common Stock tendered pursuant to the Offer if
(i) the Majority Tender Condition shall not have been met, (ii) the Minimum
Tender Condition shall not have been met, (iii) the Company's Shareholders shall
not have approved the Agreement and Plan of Share Exchange, (iv) the Financing
Condition shall not have been met, or (v) at any time prior to the expiration of
the Offer, any of the following events shall occur and be continuing and shall
not have resulted from the breach by Purchaser of any of its obligations under
this Agreement:

     (a)    there shall be in effect any Order of any Governmental Entity of
            competent jurisdiction: (i) which makes illegal, prevents, makes
            materially more expensive (without taking into account any legal
            fees or expenses incurred in connection with the Order or the
            Offer), restrains or prohibits the Offer, the acceptance for payment
            of, or payment for, any Shares by Purchaser or any affiliate of
            Purchaser, or the consummation of the Share Exchange or Merger;
            (ii) which prohibits the ownership or operation by Purchaser, the
            Company or any of its subsidiaries of all or a material portion of
            the business or assets of Purchaser, the Company or any of its
            subsidiaries or which compels Purchaser, the Company or any of its
            subsidiaries to dispose of or hold separate all or any material
            portion of the business or assets of Purchaser,the Company or any of
            its subsidiaries; (iii) which imposes material limitations on the
            ability of Purchaser, or any affiliate of Purchaser to exercise full
            rights of ownership of any Shares, including, without limitation,
            the right to vote any Shares acquired by Purchaser pursuant to the
            Offer or otherwise on all matters presented to the Company's
            shareholders, including, without limitation, the approval and
            adoption of the Agreement and Plan of Share Exchange; (iv) which
            requires divestiture by Purchaser or any affiliate  of Purchaser of
            any Shares; or (v) which otherwise has a Material Adverse Effect;

     (b)    there shall be in effect any law, statute, rule, regulation,
            judgment, order or legislation applicable to (i) Purchaser, the
            Company or any subsidiary or affiliate of Purchaser or the Company
            or (ii) any transaction contemplated by the Agreement, which
            results, directly or indirectly, in any of the consequences referred
            to in clauses (i) through (v) of paragraph (a) above;

     (c)    there shall have occurred a Material Adverse Effect;

     (d)    the Company Board or the Special Committee shall have (i) withdrawn
            or modified in a manner adverse to Purchaser, or publicly proposed
            to withdraw or modify in a manner adverse to Purchaser, its approval
            or recommendation of this Agreement,
            the Offer or the Share Exchange, (ii) failed to recommend to the
            Company's shareholders that they accept the Offer, (iii) approved or
            recommended, or publicly proposed to approve or recommend, any
            Takeover Proposal, (iv) caused the Company to enter into any
            agreement relating to a Takeover Proposal or (v) resolved to do any
            of the foregoing;

                                        18


     (e)    any of the representations and warranties of the Company contained
            in the Agreement shall not be true and correct except where the
            failure to be so true and correct, individually or in the aggregate,
            has not had and would not reasonably be expected to have, a Material
            Adverse Effect, and such inaccuracy shall not have been cured;

     (f)    the Company shall have failed to perform in any material respect any
            obligation or to comply in any material respect with any agreement
            or covenant of the Company to be performed or complied with by it
            under this Agreement, which failure to perform or comply cannot be
            or has not been cured within ten days after the giving of written
            notice to the Company of such breach;

     (g)    there shall have been instituted or pending any shareholder
            derivative litigation or shareholder class action litigation against
            the Company or the Purchaser or any of their respective
            subsidiaries, affiliates, officers or directors or there shall be
            pending any action, suit or proceeding against the Company or the
            Purchaser or any of their respective subsidiaries, affiliates,
            officers or directors challenging or seeking damages or other relief
            in connection with the acquisition of Shares or any of the
            transactions related thereto by Purchaser or seeking to restrain or
            prohibit the making or consummation of the Offer or the Share
            Exchange;

(h)         The Company shall have received the consent of Wakefern Food
            Corporation to the Transactions:

(i)         this Agreement shall have been terminated in accordance with its
            terms.

which, in the sole and good faith judgment of Purchaser, makes it inadvisable to
proceed with such acceptance for payment or payment.

The foregoing conditions are for the sole benefit of Purchaser and may be
asserted by Purchaser regardless of the circumstances giving rise to such
condition or may be waived by Purchaser in whole or in part at any time and from
time to time in its sole discretion (subject to the terms of this Agreement).
The failure by Purchaser or any other affiliate of Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right, the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts and
circumstances and each such right shall be deemed an ongoing right that may be
asserted at any time and from time to time.



                                        19