EXHIBIT 10.39

                             STOCKHOLDERS' AGREEMENT

      AGREEMENT, dated as of August 20, 1987, as amended on February 20, 1992,
by and among WAKEFERN FOOD CORP., a New Jersey corporation with principal
offices located at York Street, Elizabeth, New Jersey 07207 ("Wakefern"), and
each of the member stockholders of Wakefern listed on Schedule 1 hereto
(hereinafter individually called a "Stockholder" and collectively the
"Stockholders").

                              W I T N E S S E T H:

Premises:

      A. Wakefern is a corporation operated on the cooperative plan and the
Stockholders are retail merchants primarily dealing in consumer products for
home use deriving mutual economic and merchandise assistance Wakefern; and

      B. Each of the Stockholders of Class B or Class C Common Stock of Wakefern
and, in some instances, also of shares of Class A Common Stock of Wakefern (the
Class A, B and C Common Stock being hereinafter collectively referred to as the
"Common Stock"); and

      C. Wakefern's viability is based primarily on volume generated by
aggregating the purchasing power of all of the Stockholders; and Shares and from
is the owner of


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      D. The Board of Directors of Wakefern and the Stockholders believe it is
in Wakefern's and each of the Stockholder's best interest that the Stockholders
continue to purchase their supplies and inventory from Wakefern; and

      E. The Board of Directors and the Stockholders of Wakefern believe it is
in Wakefern's and each of the Stockholder's best interest to undertake a major
capital expenditure program in order to increase the merchandise handling
capacity of Wakefern and to promote retail growth; and

      F. To induce one or more lending institutions to provide the necessary
financing for such capital expenditure program, the Stockholders have agreed,
subject to the terms and conditions contained herein, to make certain financial
commitments to Wakefern;

NOW, THEREFORE, for and in consideration of the premises and the mutual promises
and covenants hereinafter contained, Wakefern and the Stockholders hereby agree
as follows:

      1. COMMITMENT TO PARTICIPATE

      1.1. Minimum Patronization Requirement. Each Stockholder, during the term
of this Agreement (the "Term"), shall purchase from Wakefern, during each
quarter of each fiscal year of Wakefern, at least 85% of such Stockholder's
purchases for each of such Stockholder's stores in each of Wakefern's product
categories listed on Schedule 2(A) hereto (the "Product Categories"), as the
same may be amended from time to time by the Board of Directors of Wakefern (the
"Products") and all programs listed on Schedule 2(B) hereto as mandated by the
Board of Directors of Wakefern, as the same may be amended from time to time by
the Board of Directors of Wakefern (the "Programs"), upon such terms and
conditions as to price and delivery as shall be established by Wakefern from
time to time. Such purchase and participation


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commitments shall be called the "minimum patronization requirement."

      1.2. Binding Effect. The minimum patronization requirement shall be
binding upon all the Stockholders with respect to all supermarkets, food stores
and/or grocery stores now or hereafter operated by each such Stockholder, or by
any entity or entities with which such Stockholder is affiliated, and that are
serviced by Wakefern at site locations approved by Wakefern in the manner
provided in the By-Laws of Wakefern as the same may be amended from time to
time.

      1.3 Reports. On or prior to 120 days after the close of each fiscal year
of each Stockholder, such Stockholder shall furnish to Wakefern a report showing
the dollar amount of such Stockholder's total purchases of the Products in each
of Wakefern's product categories and the items included in Wakefern's board
mandated Programs purchased from any source for such Stockholder's most recent
fiscal year. Upon the written request of Wakefern, a Stockholder shall furnish
to Wakefern within 45 days after the close of the fiscal quarter of the
Stockholder for which such request is made a report showing the dollar amount of
such Stockholder's total purchases of the Products in each of Wakefern's product
categories and the items included in Wakefern's board mandated Programs
purchased from any source for the Stockholder's fiscal quarter then ended. Each
such report shall be subject to review, at the option of Wakefern, by Wakefern's
regular independent public accountants.

      2.    FAILURE TO OBSERVE MINIMUM PATRONIZATION REQUIREMENT; WITHDRAWALS;
            SALE OF A STORE; SALE OF STOCKHOLDER TO WAKEFERN; RIGHT OF FIRST
            REFUSAL

            The Stockholders and Wakefern acknowledge and agree that (a) the
            failure of one or more Stockholders to observe the minimum
            Patronization requirement; (b) the


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            Withdrawal (as hereinafter defined) of one or more Stockholders from
            Wakefern; or (c) the Sale of a Store (as hereinafter defined), will
            have the effect of increasing the financial burden of all the
            Stockholders with respect to meeting the financial obligations
            Wakefern is to assume under its capital expenditure program.
            Accordingly, each Stockholder agrees as follows:

      2.1. Failure to Observe Minimum Patronization Requirement. If a
Stockholder fails to meet or refuses to comply with the minimum patronization
requirement set forth in Section 1.1 hereof, such defaulting Stockholder shall
be required to pay to Wakefern in cash within 10 days after demand therefore, an
amount calculated pursuant to the provisions of Schedule 3 hereto; provided,
however, that such payment may be waived, in whole or in part, by an affirmative
vote of at least 12 members of the Board of Directors of Wakefern. Such payment
obligation may be imposed on a defaulting Stockholder irrespective of the reason
that such Stockholder ceases to meet the minimum patronization requirement
(other than by, and to the extent of, "force majeure" as hereinafter defined or
if an exemption therefrom exists under this Agreement), including, without
limitation, by reason of change in control or other disposition of all or a part
of such Stockholder's business. The imposition of such payment: obligation on
such Stockholder shall be binding and conclusive on such Stockholder unless
waived pursuant to the provisions contained in Section 2.1. As used herein,
"force majeure" shall mean the inability of a Stockholder to purchase Products
from Wakefern by reason of events or contingencies beyond such Stockholder's
reasonable control including, but not limited to, fire, flood, explosion,
sabotage, other natural or made disaster, act of any government, labor dispute,
lack of shipping facilities or, without limiting the foregoing, any other
circumstance that could not have been avoided with reasonable care. The
determination of what constitutes force majeure" shall be made by the Board of
Directors of Wakefern, in its sole discretion.


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      2.2. Notice of Withdrawals; Withdrawal Payment. Each Stockholder agrees to
give Wakefern at least thirty 30) days' prior written notice of the happening of
any of the following events each a "Withdrawal"):

            (i) a sale or other disposition for value of all or substantially
      all ShopRite supermarket business of such Stockholder in a single
      transaction or series of related transactions; or

            (ii) the merger or consolidation of such Stockholder with or into
      another entity (irrespective of whether such Stockholder is the surviving
      or disappearing entity); or

            (iii) the transfer of, or any transaction or series of transactions
      that have the effect of transferring, a "controlling interest" in such
      Stockholder (for purposes hereof, a "controlling interest" in such
      Stockholder shall mean such interest as confers on the holder thereof the
      power to direct or cause the direction of the management and policies of
      such Stockholder).

Except as provided in Section 2.4 hereof, upon the occurrence of a Withdrawal
prior to the expiration of the Term, such Stockholder shall pay to Wakefern an
amount calculated pursuant to the provisions of Schedule 4 hereto the
"Withdrawal Payment" Upon payment of the Withdrawal Payment and the payment and
discharge of all obligations of such Stockholder incurred hereunder prior to the
date of such Withdrawal Payment, such Stockholder shall thereafter have no
further obligation under this Agreement. However, such discharge shall in no way
affect the obligations of such Stockholder to Wakefern or any affiliate of
Wakefern arising under any other agreement or in connection with any transaction
or relationship of such Stockholder with Wakefern or such affiliate.

      2.3 Notice of Sale off Store; Sale of a Store Payment. (a) Each
Stockholder agrees to give Wakefern at least thirty 30) days' prior written
notice of the happening of the following event (a "Sale of a Store"):

      a sale or other disposition (including, without limitation, the closing of
      a store) other than a Withdrawal, whether by merger, consolidation, sale
      of capital stock, sale of assets or otherwise, of a supermarket, food or
      grocery store (a "Store") owned, operated or controlled by such
      Stockholder, which Store is being serviced by Wakefern.


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Except as provided in Sections 2.3(b) and (c) or Section 2.4 hereof, upon the
occurrence of a Sale of a Store prior to the expiration of the Term, such
Stockholder shall to Wakefern at the end of each fiscal year thereafter until
the earlier to occur of (i) the tenth anniversary of Sale of a Store and (ii)
the expiration of the Term, commencing with the fiscal year in which such Sale
of a Store occurs, an amount calculated pursuant to the provisions of Schedule 3
hereto the "Sale of a Store Payment"). If a Stockholder shall be due any payment
by Wakefern pursuant to Wakefern's Investment Policy as a result of a Sale of a
Store, Wakefern may first apply any such amount due such Stockholder to satisfy
such Stockholder's indebtedness to Wakefern in respect of any unpaid obligations
under notes of such Stockholder pursuant to Wakefern's Investment Policy. Upon
payment of all of the Sale of a Store Payments required hereunder and the
payment and discharge of all obligations of the Stockholder incurred hereunder
prior to the date of such Sale of a Store Payment, such Stockholder shall
thereafter have no further obligation to Wakefern under this Agreement with
respect to such Store sold. However, such discharge shall in no way affect the
obligations of such Stockholder to Wakefern or any affiliate of Wakefern arising
under any other agreement or in connection with any transaction or relationship
of such Stockholder with Wakefern or such affiliate

      (b) Such Stockholder shall not be obligated to make any Sale of a Store
Payments if i) the Store sold in such Sale of a Store (a "Sale of an
Underfacilitated Store") has not made a profit for the fiscal year immediately
preceding such Sale of a Store and (2) if such Store either (x) has a sales area
of less than 20,000 square feet or (y for the twelve month period immediately
preceding such Sale of a Store has average weekly sales of less than $300,000
(an "Underfacilitated Store"); provided, however, that before any Stockholder
may effect a Sale of an Underfacilitated Store, such Stockholder must first
comply with the provisions of Section 2.7, or (ii) for each year in which the
volume of purchases of the Products in each of the Product Categories and
Programs by all the ShopRite Stores owned by the affected Stockholder (exclusive
of the volume of purchases of the Products incurred as a result of the
acquisition of ShopRite Stores from other members of Wakefern during the year in
which such Store is sold or during subsequent years to the extent of the volume
of purchases for such acquired Stores during the year in which such affected
Store is sold the "Purchase Volume" for such year), equals or exceeds the
"minimum patronization requirement" of such Stockholder (assuming the affected


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Store had not been sold) for the fiscal year for which such Sale of a Store
Payment is to be effected. For the purposes of the calculations specified in
this Section 2.3(b) and Section 2.3(c below, the "minimum patronization
requirement" of a Store sold is the "minimum patronization requirement" for such
Store for the fiscal year immediately preceding such sale. (c) Notwithstanding
anything to the contrary contained in Section 2.3 (a) above, if for any year the
Purchase Volume of a Stockholder for any year subsequent to the Sale of a Store
is less than the "minimum patronization requirement" of such Stockholder
(assuming such Store had not been sold the amount of such deficiency hereinafter
referred to as the "Shortfall" but is greater than the "minimum patronization
requirement" of such Stockholder for all Stores other than such sold Store, then
the Sale of a Store Payment to be made by such Stockholder hereunder for such
year shall be reduced to a fraction thereof, the numerator of which is the
Shortfall, and the denominator of which is the "minimum patronization
requirement" for such sold Store.

      2.4 Qualified Successor. Notwithstanding the foregoing provisions of this
Section 2, if the purchaser acquiror or successor in any Withdrawal or Sale of a
Store is a "qualified successor" (as hereinafter defined), such Stockholder,
upon completion of the Withdrawal or Sale of a Store described in said notice,
shall be relieved of all obligations under this Agreement with respect to such
Withdrawal or Sale of a Store arising at the time of or immediately after the
date of completion of such Withdrawal or Sale of a Store. For purposes of this
Section 2.46, the term "qualified successor" shall mean Wakefern, a direct or
indirect wholly owned subsidiary of Wakefern or any person, firm or corporation
that agrees in writing to be bound by all the provisions of this Agreement and
the By-Laws of Wakefern as in effect from time to time, is financially sound (as
determined by the Board of Directors of Wakefern) and that is neither directly
nor indirectly (a) an operator or owner of a chain of 25 or more supermarkets,
other-


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than ShopRite supermarkets, in the United States, or (b) an owner or operator of
one or more supermarkets, other than ShopRite supermarkets, in any of the States
of New York, New Jersey, Pennsylvania, Delaware, Maryland, Virginia, Connecticut
Massachusetts, Rhode Island, Vermont, New Hampshire or Maine, or in Washington,
D.C.

      2.5 Implementation of Withdrawal Payment and Sale of a Store Payment. The
implementation and mechanics of payment of the Withdrawal Payment and the Sale
of a Store Payment shall be determined by the Board of Directors of Wakefern in
its sole discretion. The Withdrawal Payment may be waived, in whole or in part,
by an affirmative vote of at least two-thirds 2/3 of the members of the Board of
Directors of Wakefern, but in no event less than twelve members of such board

      2.6 [INTENTIONALLY OMITTED]

      2.7 Right of First Refusal. Any Stockholder desiring to effect the Sale of
an Underfacilitated Store to a non-qualified successor in a bona fide
transaction shall first offer to sell such Underfacilitated Store to Wakefern at
the same price and on the same terms and conditions as those proposed in the
transaction between such Stockholder and such purchaser, provided that if such
Underfacilitated Store is not to be disposed of for value (a "Section 2.7(c)
Sale" then Wakefern shall have the right to purchase such Underfacilitated Store
at its "fair value" (determined in accordance with subsection 2.7(c) below) Each
such offer shall be made by written notice to Wakefern, which notice shall
provide full details of the proposed sale, including the identity of the
proposed purchaser (the "Notice"). Wakefern shall have a period the "Offering
Period") of thirty 30) days or, in the case of a Section 2.7(c) Sale,
thirty-five 35 days, in which to accept the offer, which acceptance must be in
writing (the "Acceptance" The selling Stockholder shall cooperate fully with
Wakefern by making available to Wakefern, upon


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reasonable notice, during regular business hours, its books, records, assets and
properties for examination

      (b) In the event that Wakefern declines to purchase such Underfacilitated
Store during the Offering Period, the Stockholder shall have the right, subject
to compliance with all other including those set forth other agreements or rules
including, without limitation, the By-Laws of Wakefern, to dispose of such
Underfacilitated Store upon the terms and conditions (including the price, if
any) so stated in the Notice in a bona fide transaction during the thirty 30)
day period commencing on the earlier to occur of (i Wakefern's rejection by
written notice to the Stockholder of such Stockholder's offer or (ii the
Offering Period expires without Wakefern responding to such Stockholder's offer.
If provisions of this Agreement, in Section 2.3(b) hereof, and all by which the
Stockholder is bound such Underfacilitated Store is not disposed of within such
thirty 30) day period, then such Underfacilitated Store shall once again be
subject to the rights of first refusal set forth in this Section 2.7

      (c) For purposes of Section 2.7(a), "fair value" of an under- facilitated
Store shall be determined as follows: Within ten (10) days of the date of
delivery of the Notice, Wakefern shall appoint one investment banking firm the
"independent investment banking firm" from among the investment banking firms
listed on Schedule 5 hereto (or any other investment banking firm agreed to by
the selling Stockholder Within twenty (20) days after such appointment, the
independent investment banking firm shall determine the fair value of the
Underfacilitated Store, without taking into account any third party offer made
for such Underfacilitated Store and without giving effect to this Agreement.
Wakefern shall pay the fee of the independent investment banking firm. The
selling Stockholder shall cooperate fully with the independent investment
banking firm by making available to such firm, upon reasonable notice, during


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normal business hours, its books, records, assets and properties for
examination. In the case of a Section 2.7(c) Sale, not later than ten 10 days
following its delivery of the Acceptance, Wakefern shall consummate its purchase
of the Underfacilitated Store for a purchase price equal to the fair value
determined in accordance with this subsection 2.7(c). Wakefern shall have the
right to pay the purchase price in any combination of cash, debt and securities
designated by it (the debt or securities so issued shall be (i) redeemable for
cash at the option of Wakefern, (ii) negotiable instruments (as such term is
defined in the Uniform Commercial Code) and (iii) redeemable for cash at the
option of such Stockholder at any time after the second anniversary of the
issuance thereof), provided that the aggregate consideration paid by Wakefern is
in the opinion of the independent investment banking firm equal in value to the
all cash purchase price

      3. MISCELLANEOUS

      3.1. Effectiveness of Agreement. This Agreement shall become effective
upon (i the approval by the Board of Directors of Wakefern of this Agreement and
ii) the execution of counterpart copies hereof by the Stockholders whose
supermarket operations in the aggregate accounted for 75% or more of Wakefern's
total sales of Products during Wakefern's fiscal year ended September 27, 1986.
In the event that both of said conditions shall not have been fulfilled prior to
October 1, 1987, this Agreement shall be null and void and without force or
effect.

      3.2 Successors and Assigns; New Stockholders. This Agreement shall inure
to the benefit of and shall be binding upon the heirs, executors, personal
representatives, successors and assigns of each of the parties hereto,. Each new
holder of Class B or Class C


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Stock of Wakefern,  as a condition  precedent to becoming a holder of such Stock
shall be  required to execute a  counterpart  of this  Agreement,  in which case
references  herein to a "Stockholder" or  "Stockholders"  shall include such new
stockholder.  The  provisions  of this  Agreement  shall not be binding upon any
member-stockholder  of  Wakefern  that  does  not  become  a party  hereto  as a
Stockholder.

      3.3. Governing Law. This Agreement shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New Jersey.

      3.4 Entire Agreement. From and after October 4, 1987, this Agreement shall
constitute the entire understanding among the parties hereto with respect to the
subject matter hereof and shall supercede the Stockholders' Agreements by and
among Wakefern and certain of its members dated July 2, 1979 and July 6, 1983
the "Prior Agreements". The rights and obligations of Wakefern under each of the
Prior Stockholders' Agreements shall not be altered or impaired hereby with
respect to any member of Wakefern who does not become a party to this Agreement.
This Agreement may not be changed or amended, nor any of its provisions waived,
discharged or terminated, except by an agreement in writing signed by the
Stockholders whose supermarket operations in the aggregate accounted for 75% or
more of Wakefern's total sales of the Products to Stockholders who are parties
to this Agreement during the fiscal year of Wakefern immediately preceding the
date as of which such change, amendment, waiver, discharge or termination is to
be effectuated.

      3.5. Section Headings.The section headings of this Agreement are for
convenience of reference only and shall not limit or define the text hereof.

      3.6. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement among Wakefern and all the Stockholders.

      3.7 Notices. All notices to any party hereto required to be given under
this Agreement


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shall be in writing and sent, by first-class registered or certified mail,
postage prepaid, if to Wakefern, at its principal executive offices (attention
of the President) and if to any Stockholder or any shareholder of any
Stockholder, at. the address of such Stockholder set forth on Schedule 1 hereto.

      3.8. Term of Agreement. This Agreement, and the rights and obligations of
the parties hereto contained herein, shall remain in full force and effect until
the Termination Date (as hereinafter defined). For purposes hereof, the
"Termination Date" shall mean the date which is the tenth anniversary of the
date (hereinafter the "Determination Date") on which the Company receives
written notice signed by the Requisite Stockholders (as hereinafter defined)
requesting that this Agreement be terminated pursuant to this Section 3.8. For
purposes hereof, the term "Requisite Stockholders" shall mean a Stockholder or
group of Stockholders whose supermarket operations, in the aggregate, accounted
for at least 75% of Wakefern's total sales of the Products during the most
recent fiscal year of Wakefern ended prior to the Determination Date to
Stockholders who are parties to this Agreement on the Determination Date.

      IN WITNESS WHEREOF, Wakefern and each of the Stockholders have caused this
Agreement to be duly executed as of the date first above written.

                                           WAKEFERN FOOD CORP.

                                           Thomas P. Infusino
                                           Chairman of the Board


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                                           (Name of Stockholder


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


                                           By:
                                              ----------------------------------
                                              (Duly authorized officer or
                                               partner of Stockholder)

                                           DATED AS OF:______________


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