SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT


          THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is
made effective as of April 1, 2000,  between DiGIORGIO  CORPORATION,  a Delaware
corporation,  with  its  principal  office  located  at  380  Middlesex  Avenue,
Carteret, New Jersey 07008 (the "Corporation"), and RICHARD B. NEFF, residing at
14 High Tor Drive, Watchung, New Jersey 07060 (the "Executive").

                              W I T N E S S E T H:

          WHEREAS,  effective May 1, 1992,  the  Corporation  and the Executive,
among  others,  entered  into an  employment  agreement  pursuant  to which  the
Executive  agreed to serve the Corporation as Executive Vice President and Chief
Financial  Officer;  and such  agreement was amended  August 31, 1992 (the "1992
Agreement")  and effective  October 31, 1997 the 1992  Agreement was amended and
restated (the "1997 Agreement");

          WHEREAS, the Corporation desires to continue to employ Executive,  and
Executive desires to continue to be so employed by the Corporation, on the terms
and conditions herein set forth:

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants and agreements herein contained, the parties hereby agree as follows:

          1. Employment;  Term. The Corporation agrees to employ Executive,  and
Executive agrees to furnish his services, on the terms and conditions herein set
forth, for a term of five (5) years commencing as of April 1, 2000 and ending on
April  1,  2005,  unless  sooner  terminated  as  herein  provided.  The term of
Executive's  employment  hereunder may be extended for  additional  one (1) year
periods by the mutual  written  consent of both parties  hereto,  given at least
ninety  (90) days prior to the then  scheduled  termination  of the  Executive's
employment hereunder.

          2. Office and  Duties.  During the term of this  Agreement,  Executive
agrees  to serve the  Corporation  as the  Executive  Vice  President  and Chief
Financial  Officer of the Corporation  and shall exercise such  responsibilities
and perform such  duties,  consistent  with his position and title,  as shall be
assigned to him from time to time by the Company's  Board of Directors or senior
management.  The Executive's job functions shall relate primarily to finance and
administration.  The  Executive  shall report to the  Company's  President/Chief
Executive  Officer.  Executive  shall also  perform  such other duties and shall
exercise such other powers for the Corporation and for any of its divisions,


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operations,  subsidiaries,  or affiliated  companies as from time to time may be
assigned to him by the Chief Executive Officer or the Board of Directors without
further  compensation  other  than  that  for  which  provision  is made in this
Agreement;  provided  that any  such  other  duties  shall  be  consistent  with
Executive's  position as Executive Vice President and Chief Financial Officer of
the Corporation.

          3. Extent of Services;  Other Business  Activities.  Executive  agrees
that he shall devote his best efforts,  energies, and skills to the discharge of
his duties and responsibilities hereunder. To this end, Executive agrees that he
shall devote his full business time and attention to the business and affairs of
the  Corporation  and its divisions,  operations,  subsidiaries,  and affiliated
companies  and shall not,  without the consent of the  Corporation,  directly or
indirectly,  engage or  participate  in, or become an officer or director of, or
become employed by, or render advisory or other services in connection with, any
other business  enterprise.  Notwithstanding  the foregoing,  during the term of
this  Agreement,  Executive  shall  have the right to invest  personally  in any
corporation,  partnership, or other entity or enterprise,  engage in appropriate
civic, charitable,  and religious activities,  and devote a reasonable amount of
time to private  investments,  provided  that (i) any such  investment  or other
activity shall not interfere with the execution of Executive's  duties hereunder
or otherwise violate any provision of this Agreement, (ii) any such corporation,
partnership,   or  other  entity  or  enterprise   does  not  compete  with  the
Corporation, and (iii) notwithstanding the foregoing,  Executive may purchase an
aggregate of one percent (1%) of any security  publicly traded on an established
securities market.

          4. Compensation.

               (a) In  consideration of the services to be rendered by Executive
hereunder,  the Corporation agrees to pay to Executive,  and Executive agrees to
accept,  a salary for each Employment  Year (as hereinafter  defined) during the
term of this Agreement at the rate of $390,000 per Employment  Year,  commencing
effective as of April 1, 2000 and ending upon the  termination of this Agreement
(the  "Salary").  The Salary  shall be payable in  accordance  with the  regular
payroll  practices of the  Corporation.  During the term of this Agreement,  the
Corporation agrees to review Executive's  compensation prior to each anniversary
date of the date hereof,  but any increase in compensation  offered to Executive
under  this  Paragraph  4  resulting  from  such  review  shall  be in the  sole
discretion of the Board of Directors of the Corporation.

               (b) For the  purposes of this  Paragraph 4, the  following  terms
shall mean:

                    (i) "Base Amount":  The sum of (x) $43,639,753;  plus (y) an
amount equal to the interest that would  accumulate if interest was accrued from


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<PAGE>

February  1,  1990 at a  cumulative  annual  rate  equal  to the  Prime  Rate as
announced  from  time  to  time  by the  Bankers  Trust  Company  on the  sum of
$43,639,753,  as said sum may be reduced  (but not below zero) from time to time
by  any  proceeds  received  (in  respect  of  its  ownership  of  stock  of the
Corporation) by the Partnership after February 1, 1990.

                    (ii)  "Employment  Year":  Provided  that  during  each such
period  Executive  remains  employed by the  Corporation in accordance  with the
terms of this Agreement, each complete one-year period commencing on February 1,
1990.  The  parties  acknowledge  that  as of the  date of  this  Agreement  the
Executive has completed ten (10) Employment Years.

                    (iii) "Partnership": Rose Partners, L.P.

                    (iv)  "Recognition  Event":  A  distribution  of any assets,
whether in cash or in any other form, by the  Corporation to the  Partnership in
respect  of the  stock  owned  by the  Partnership,  or the  realization  by the
Partnership of any amount upon the sale or transfer of its ownership interest in
the stock of the Corporation.

                    (v) "Final  Recognition  Event": The sale by the Partnership
of all of its  stock  of the  Corporation  or the  complete  liquidation  of the
Corporation by the Partnership.

                    (vi)  "Event":  Any  of  a  Recognition  Event  or  a  Final
Recognition Event.

                    (vii) "Recognition  Proceeds": To the extent that it exceeds
the  Base  Amount,  the  aggregate  amount  of  all  proceeds  received  by  the
Partnership  from  and  after  the date of this  Agreement,  in  respect  of its
ownership of stock of the Corporation,  whether such proceeds are in the form of
a  dividend  or  other  distribution,  liquidating  or  non-liquidating,  or  in
consideration for the sale or other disposition of such stock.

               (c)  Subject  to the  qualifications  and  limitations  set forth
below,  Executive  shall be entitled  to be paid  additional  compensation  (the
"Additional  Compensation")  upon the  occurrence of each Event.  The Additional
Compensation payable at each Event shall be the sum of:  (i) six (6%) percent of
the  Recognition  Proceeds,  less  (ii)  the  cumulative  amount  of  Additional
Compensation  paid to the Executive  prior to that particular  Event;  provided,
however,  that the six (6%) percent  stated in (i) above may be reduced (but not
below zero) as provided for in Paragraph 4(f) below.

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<PAGE>

               (d) Notwithstanding the provisions of Paragraph 4(d), the minimum
amount payable to the Executive as Additional  Compensation  upon the occurrence
of the Final  Recognition  Event shall be the sum of: (i) $1,000,000;  less (ii)
the cumulative amount of all Additional Compensation paid to the Executive prior
to the Final Recognition Event.

               (e) Notwithstanding  anything contained in Paragraph 4(d) or 4(e)
to the contrary,  the Executive shall not be entitled to any further payments of
Additional  Compensation  from and after any of the  following  events:  (i) the
Executive's  termination  of  employment  for "cause" (as set forth in Paragraph
10); and (ii) if Executive  resigns his employment  prior to the end of the term
of this Agreement or any extended term of this Agreement.

               (f) In  measuring  the six (6%)  percent  set forth in  Paragraph
4(c)(i) above,  the six (6%) percent shall be reduced by one (1) full percentage
point for each full twelve (12) months  following any of the  following  events:
(i) the Executive's  death;  (ii) the Executive becomes disabled (as provided in
Paragraph 8); and (iii) the date the Executive's employment is terminated by the
Corporation for a reason other than "cause".

               (g) Upon the  occurrence  of each Event,  the  Corporation  shall
calculate the amount  payable,  if any, to the Executive  under this Paragraph 4
and shall pay such  amount to the  Executive  within  thirty (30) days after the
Event.

          5. Executive Benefits.

               (a) Executive shall be entitled to participate, on the same basis
and  subject to the same  qualifications,  in all  employee  benefit  plans (the
"Plans"),  including,  but not limited to,  pension  and  profit-sharing  plans,
supplemental retirement benefit plans, and life, health, disability, and similar
plans, and fringe benefits (the  "Benefits")  which during the term hereof shall
be in effect from time to time and be applicable to the Corporation's  employees
of senior executives generally.

               (b) If  Executive's  employment  hereunder is  terminated  by the
Corporation  prior  to the  scheduled  termination  of the  term of  Executive's
employment  hereunder  (other than a  termination  for  "cause" [as  hereinafter
defined] or as a result of Executive's voluntary resignation from his employment
by the  Corporation),  the  Corporation  shall either (i)  continue  through the
scheduled  termination  date of the  term of  Executive's  employment  hereunder
Executive's  participation in the Plans and entitlement to the Benefits to which
Executive would have been entitled had he remained  employed through the term of
this Agreement, or (ii) provide equivalent benefits (taking into account the tax
consequences of any benefits described in clause (i)) to Executive at no


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<PAGE>

additional cost to Executive, but only to the extent that essentially equivalent
and no less  favorable  benefits are not  provided by a  subsequent  employer or
otherwise  received by Executive.  If the terms of any such Plans or Benefits do
not permit continued  participation by Executive,  the Corporation shall arrange
to provide to Executive benefits substantially similar to, and no less favorable
than,  the benefits he was entitled to receive up until the end of the period of
coverage. Executive shall have the option to have assigned to him at no cost and
with no apportionment of prepaid premiums, any assignable insurance policy owned
by the Corporation and relating specifically to Executive.

               (c)  Recognizing   that  Executive  will  be  required  to  do  a
considerable  amount of driving in connection  with his duties as Executive Vice
President, Chief Financial Officer, the Corporation shall either: (i) provide to
Executive a Cadillac,  Lincoln, or equivalent American automobile of Executive's
choice;  or (ii) provide a monthly car  allowance in an amount to be agreed upon
by the  Executive  and the  Chairman of the Board of  Directors;  and, in either
case, the Corporation will pay all reasonable costs relating to the operation of
such automobile in connection with such duties, including gas, maintenance,  and
insurance (including covering any deductible).

          6.  Expenses.   It  is  contemplated  that,  in  connection  with  his
employment  hereunder,  Executive  may be required to incur  reasonable  travel,
entertainment,  and  other  business  expenses.  To  the  extent  not  otherwise
reimbursed  under paragraph  5(c), the  Corporation  agrees to pay, or reimburse
Executive  for, all reasonable and necessary  travel,  entertainment,  and other
business expenses incurred or expended by him incident to the performance of his
duties and  responsibilities  hereunder,  upon  submission  by  Executive to the
Corporation of vouchers or expense statements  evidencing the expenses for which
reimbursement is sought.

          7.  Vacations.  Executive shall be entitled to vacations in accordance
with the  Corporation's  normal vacation policies for senior  executives,  which
vacations  shall be taken at times  consistent  with the effective  discharge of
Executive's duties.

          8.  Disability.  In the event that Executive shall be incapacitated by
reason  of  mental  or  physical  disability  or  otherwise  during  the term of
employment so that he is prevented from substantially  performing his duties and
services hereunder for a period of 180 days during any twelve (12) month period,
the Corporation shall have the right to terminate  Executive's  employment under
this Agreement by sending written notice of such  termination to Executive,  and
thereupon his  employment  hereunder  shall  terminate.  Upon such  termination,
Executive shall be entitled,  subject to the  limitations  provided  herein,  to
receive the  compensation  provided  for in  paragraph 4 hereof and the benefits
provided  for in  paragraph  5  hereof  for one (1) year  following  the date of
termination, and shall continue to be entitled to any benefits in which he


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<PAGE>

otherwise is vested  pursuant to this  Agreement;  provided that if Executive is
receiving  payments  through a disability  policy  maintained by the Corporation
(other  than a group  policy  maintained  in  behalf  of all  executives),  such
payments  shall be deducted  from the amounts to be paid by the  Corporation  to
Executive  during such  period.  Executive  shall  accept  such  payment in full
discharge  and release of the  Corporation  of and from any further  obligations
under this Agreement.

          9. Death.  In the event of  Executive's  death during the term of this
Agreement,  Executive's  designated beneficiary or, if no such beneficiary shall
have been  designated by  Executive,  the personal  representative  of Executive
shall  be  entitled  to  receive  and  shall  be  paid by the  Corporation,  the
compensation provided for in Paragraph 4 hereof, subject to the limits set forth
therein,  and the  benefits  provided for in Paragraph 5 hereof for one (1) year
following the date of  Executive's  death,  and shall continue to be entitled to
any  benefits  in which he  otherwise  is  vested  pursuant  to this  Agreement;
provided  that if  Executive  is  receiving  or is entitled to receive  payments
through a death benefit  insurance policy  maintained by the Corporation  (other
than a group policy  maintained in behalf of all executives) such payments shall
be deducted from the amounts to be paid by the  Corporation to Executive  during
such period.  Executive's designated beneficiary or personal representative,  as
the case may be, shall accept such payment in full  discharge and release of the
Corporation of and from any further obligations under this Agreement.

          10. Termination for Cause.

               (a) The  Corporation  shall  have  the  right  to  terminate  the
employment of Executive hereunder for cause at any time if:

                    (i) Executive  shall be  convicted,  by a court of competent
and final  jurisdiction,  of any crime (whether or not involving the Corporation
or any of its divisions, operations, subsidiaries or affiliated companies) which
constitutes a felony in the jurisdiction involved; or

                    (ii)  Executive  shall  commit  any act of fraud  against or
shall breach a fiduciary  obligation to the Corporation or any of its divisions,
operations,  subsidiaries,  or affiliated companies,  provided that any such act
(or failure to act) shall be  determined in good faith by the Board of Directors
to be material in respect of Executive's duties or functions hereunder; or

                    (iii)  Executive  shall fail or refuse to perform any of his
duties and  responsibilities  as required by, or shall  otherwise  breach,  this
Agreement,  provided that termination of Executive's employment pursuant to this
subparagraph  10(a)(iii) shall not constitute valid termination for cause unless
Executive shall first have received written notice from the Board of Directors


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<PAGE>

or the Chief Executive  Officer of the Corporation  stating with specificity the
nature of such failure or refusal and affording  Executive at least fifteen (15)
days to correct the act or omission complained of.

               (b) In the  event  that  the  employment  of  Executive  shall be
terminated by the Corporation  for cause pursuant to subparagraph  10(a) hereof,
Executive shall be entitled to receive the salary provided for in Paragraph 4(a)
hereof,  prorated through the end of the week in which such  termination  occurs
and such  amounts  as may be payable  under the  balance  of the  provisions  in
Paragraph 4, as specifically limited thereunder and in accordance with the terms
thereof.  Executive  shall accept such payment in full  discharge and release of
the Corporation of and from any other further  obligations under this Agreement.
Nothing  contained in this Paragraph 10 shall  constitute a waiver or release by
the  Corporation  or any  rights  or claims it may have  against  Executive  for
actions or omissions which may give rise to an event causing termination of this
Agreement pursuant to this Paragraph 10.

          11. Confidentiality; Injunctive Relief.

               (a) Executive  recognizes  and  acknowledges  that the knowledge,
information,  and relationship with resources,  suppliers,  and customers of the
Corporation,  and the knowledge of the Corporation's business methods,  systems,
plans,  and policies  which he has  heretofore  and shall  hereafter  receive or
obtain as an employee of the Corporation,  are valuable and unique assets of the
business of the  Corporation.  Accordingly,  Executive  agrees that he will not,
during or after the term of this  Agreement,  except if required  in  connection
with his duties as the Executive  Vice  President of the  Corporation  and Chief
Financial Officer,  and for a period of three (3) years thereafter,  disclose or
use,  without  the  prior  written  consent  of the  Board of  Directors  of the
Corporation, directly or indirectly, any non-public information (whether written
or unwritten)  relating to the Corporation or any of its divisions,  operations,
subsidiaries or affiliated  companies,  or any of their  respective  management,
financial condition, subscription, mailing or customer lists, sources of supply,
business, personnel, policies, or prospects, to any individual or entity for any
purpose whatsoever. The provisions of this subparagraph 11(a) shall not apply to
information  which is or shall become generally known to the public or the trade
(except  by  reason  of  Executive's  breach  of  his  obligations   hereunder),
information  which is or shall become available in trade or other  publications,
or  information  which  Executive is required to disclose by order of a court of
competent  jurisdiction  (but only to the  extent  specifically  ordered by such
court and, when  reasonably  possible,  if Executive  shall give the Corporation
prior notice of such intended  disclosure so that it has the opportunity to seek
a protective order if it deems appropriate).

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<PAGE>

               (b) Executive acknowledges and agrees that all memoranda,  notes,
reports,  records,  and other  documents made or compiled by Executive,  or made
available to Executive prior to or during the term of this Agreement, concerning
the Corporation's  business,  shall be the  Corporation's  property and shall be
delivered  to the  Corporation  on the  termination  of  Executive's  employment
hereunder  or at any other  time on  request  by the Board of  Directors  of the
Corporation.

               (c) The  provisions  of  this  Paragraph  11  shall  survive  the
termination or expiration of Executive's  employment hereunder,  irrespective of
the reason therefor, for a period of three (3) years.

          12. No Raid; Non-Compete.

               (a) Executive  agrees that, for a period of three (3) years after
the date of the  termination of  Executive's  employment  under this  Agreement,
Executive  shall  not,  without  the  prior  written  approval  of the  Board of
Directors of the  Corporation  directly or indirectly  through any other person,
firm or corporation,  solicit, raid, entice, or induce any person who is, at the
time of such  solicitation  or was at any time during the  eighteen  (18) months
immediately preceding such solicitation,  raid,  enticement,  or inducement,  an
employee of the Corporation or any of its subsidiaries or affiliates,  to become
employed by such person, firm, or corporation,  and Executive shall not approach
any such employee for such purpose or authorize or knowingly  approve the taking
of such actions by any other person.

               (b) For a period of three (3) years after the date of termination
of Executive's  employment  under this  Agreement,  Executive will not,  whether
individually  or  as  a  partner,  owner,  officer,  director,  stockholder,  or
employee,  own, manage,  operate, or control or have a financial interest in, or
serve as a consultant to, any person, firm,  corporation,  or other entity which
is engaged in any  business  activity in  competition  with the  business of the
Corporation  in the markets in which the  Corporation  competes.  The  foregoing
restrictions  shall not be  deemed to  include  Executive's  direct or  indirect
ownership of any securities in a publicly-traded business entity which does not,
and will not with the  passage of time,  result in his  obtaining,  directly  or
indirectly,  more  than  two (2)  percent  of the  securities  of  such  entity.
Notwithstanding the foregoing,  the restrictions imposed on Executive under this
paragraph  12(b)  shall  cease  to apply  as of the  later of (x) the  scheduled
termination  (including any extension  thereof) of Executive's  employment under
paragraph 1 hereof,  or (y) one (1) year after the  occurrence  of either of the
events described in the following  clauses (i) and (ii) of this paragraph 12(b),
if either (i) Executive's employment with the Corporation (and any subsidiary or
affiliate  thereof)  shall  be  terminated  by the  Corporation  other  than for
"cause," or (ii) the Partnership shall have disposed of all or substantially all
of its  interest  in the  Corporation  and  the  aggregate  amounts  payable  to
Executive under subparagraph 4(c) shall be no greater than $1,000,000.


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Notwithstanding the foregoing, in the event Executive's employment is terminated
by the Corporation  other than for "cause" and the Corporation  fails to satisfy
its  obligation  to  pay  Executive  as  required  under  this  Agreement,   the
restrictions  imposed on  Executive  under this  paragraph  12(b) shall cease to
apply one (1) year after such failure.

               (c) The  provisions  of  this  Paragraph  12  shall  survive  the
termination or expiration of Executive's  employment hereunder,  irrespective of
the reason therefor.

          13. Injunctive Relief.

               (a)  Executive  acknowledges  that the services to be rendered by
him are of a special,  unique, and extraordinary  character,  and if he violates
any of the  provisions  of  this  Agreement  with  respect  to  confidentiality,
non-competition,  or  solicitation,  the Corporation  would sustain  irreparable
harm. Accordingly,  Executive consents and agrees that if he violates any of the
provisions  of  Paragraphs  12 or 13 hereof,  in addition to any other  remedies
which the Corporation may have under the Agreement or otherwise, the Corporation
shall be  entitled  to  apply to any  court  of  competent  jurisdiction  for an
injunction   restraining  Executive  from  committing  or  continuing  any  such
violation  of this  Agreement,  and  Executive  shall  not  object  to any  such
application.  Nothing in this Agreement  shall be construed as  prohibiting  the
Corporation  from  pursuing  any other  remedy or  remedies  including,  without
limitation, recovery of damages.

               (b) The  provisions  of  this  Paragraph  13  shall  survive  the
termination or expiration of Executive's  employment hereunder,  irrespective of
the reason therefor.

          14. Deductions and Withholding.  Executive agrees that the Corporation
shall withhold from any and all payments and compensation required to be made to
Executive  pursuant to this Agreement all Federal,  state,  local,  and/or other
taxes which the Corporation determines are required to be withheld in accordance
with applicable statutes and/or regulations from time to time in effect.

          15. No Conflict.  Executive  represents  and warrants that there is no
restriction,  agreement or  limitation on his right or ability to enter into and
perform the terms of this Agreement.


          16. Miscellaneous.

               (a) This  Agreement  cancels  and  supersedes  any and all  prior
agreements  and  understandings   between  the  parties  hereto  respecting  the


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<PAGE>

employment  of  Executive  by  the  Corporation  and  constitutes  the  complete
understanding  between the parties with respect to the  employment  of Executive
hereunder. No statement, representation,  warranty, or covenant has been made by
either party with respect  thereto  except as expressly set forth  herein.  This
Agreement may not be altered,  modified, or amended except by written instrument
signed by each of the parties hereto.

               (b) Waiver by either party hereto of any breach of default by the
other  party to any of the terms and  provisions  of this  Agreement,  shall not
operate  as a waiver  of any other  breach or  default,  whether  similar  to or
different from the breach or default waived.

               (c)  All  notices,   consents,   requests,   demands,  and  other
communications  hereunder shall be in writing and shall be delivered  personally
or sent by registered or certified mail, return receipt  requested,  first class
postage prepaid, to the other party hereto at its or his address as set forth in
the  beginning of this  Agreement.  Either party may change the address to which
notices, requests, demands, and other communications hereunder shall be directed
by giving  written  notice of such  change of address to the other  party in the
manner above stated.

               (d) This  Agreement  shall  inure to the  benefit of and shall be
binding  upon  the  heirs,  executors,  administrators,  successors,  and  legal
representatives  of  Executive  and shall inure to the benefit of and be binding
upon the  Corporation  and its  successors.  This  Agreement  is  personal as to
Executive and Executive may not assign, transfer, pledge, encumber, hypothecate,
or otherwise  dispose of this  Agreement or any of his rights  hereunder and any
such attempt of assignment,  transfer, pledge,  encumbrance,  hypothecation,  or
other  disposition  shall be null and void and without  effect.  The Corporation
shall be entitled to assign this Agreement  without the prior written consent of
Executive in connection with the merger or consolidation of the Corporation with
another  corporation or the sale of all or  substantially  all of the assets and
business of the Corporation to another corporation, provided that:

                    (i) immediately  after the consummation of such transaction,
the surviving or acquiring  corporation shall have a net worth not less than the
net worth of the Corporation immediately prior to such transaction; and

                    (ii) the surviving or acquiring  corporation  shall agree in
writing  to  accept an  assignment  of this  Agreement,  thereby  acquiring  the
Corporation's  rights and  assuming  the  Corporation's  obligations  under this
Agreement.

               (e)  This  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of the State of New Jersey.

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<PAGE>

               (f) The paragraph  headings of this Agreement are for convenience
of reference only and shall not limit or define the text thereof.

               (g) In the event that any one or more of the  provisions  of this
Agreement  shall be invalid,  illegal,  or  unenforceable  in any  respect,  the
validity,  legality,  and enforceability of the remaining  provisions  contained
herein shall not in any way be affected thereby.

               (h) This  Agreement may be executed in two or more  counterparts,
each of which shall be deemed an original and all of which,  when taken together
shall be deemed to constitute one and the same instrument.

               (i) Any  dispute  regarding  this  Agreement  shall  be  resolved
exclusively  by  arbitration  in New Jersey in accordance  with the rules of the
American  Arbitration  Association  then in effect.  The  Corporation  shall pay
Executive's  reasonable legal expenses in connection with any such  arbitration;
provided,  however,  that Executive  shall  reimburse the  Corporation  for such
expenses if the  arbitrator(s)  shall decide the material issues in favor of the
Corporation.

          IN  WITNESS  WHEREOF,  the  parties  hereto  have  entered  into  this
Agreement as of the day and year first above written.

                                            DiGIORGIO CORPORATION

                                            By: /s/ Arthur M. Goldberg
                                            Name:   Arthur M. Goldberg
                                                    Title: President


                                            By: /s/ Richard B. Neff
                                                    RICHARD B. NEFF


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