AMENDMENT NO. 2

                                       TO

           SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT

      THIS AMENDMENT NO. 2 (this 'Second Amendment') is entered into as of
August 7, 2001, by and among NEW LINDEN PRICE RITE, INC., a New Jersey
corporation ('New Linden'), FOODARAMA SUPERMARKETS, INC., a New Jersey
corporation ("Parent") (New Linden and Parent, each a "Borrower" and
collectively "Borrowers"), the Guarantors signatory hereto, the lenders set
forth on the signature pages hereto (collectively with their respective
permitted successors and assigns, each a "Lender" and collectively, "Lenders")
and GMAC BUSINESS CREDIT, LLC as agent for Lenders (in such capacity together
with any successor thereto in such capacity, the "Agent").

                                           BACKGROUND

      Borrowers, Guarantors, Agent and Lenders are parties to a Second Amended
and Restated Revolving Credit and Term Loan Agreement dated as of January 7,
2000 (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement") pursuant to which Agent and Lenders provide
Borrowers with certain financial accommodations.

      Borrowers have requested that Agent and Lenders make certain amendments to
the Loan Agreement, and Agent and Lenders are willing to do so on the terms and
conditions hereafter set forth.

      NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrowers by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

        1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

        2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:

                (a) Section I is amended as follows:

                        (i)   the following defined terms are added in their
                 appropriate alphabetical order:

                        "Second Amendment" shall mean Amendment No. 2 to Second
                        Amended and Restated Credit and Term Loan Agreement
                        dated as of August 7, 2001 by and among the Borrowers,
                        Guarantors, Agent and Lenders.



                                       1
<PAGE>
                        "Second Amendment Effective Date" shall mean the date on
                        which all conditions precedent set forth in the Second
                        Amendment shall have been satisfied.

                (b) Section 7.10(a) of the Loan Agreement is amended in its
entirety to provide as follows:

                        "(a) Adjusted Capex in any Fiscal Year in an aggregate
      amount in excess of the following amounts for the Parent and its
      Subsidiaries on a Consolidated basis:

-------------------------------------------------------------
                                      Adjusted Capex
-------------------------------------------------------------
-------------------------------------------------------------
Fiscal Year 2000                        $6,750,000
-------------------------------------------------------------
-------------------------------------------------------------
Fiscal Year 2001                       $12,750,000
-------------------------------------------------------------
-------------------------------------------------------------
Fiscal Year 2002                        $5,600,000
-------------------------------------------------------------
-------------------------------------------------------------
Fiscal Year 2003                        $4,500,000
-------------------------------------------------------------
-------------------------------------------------------------
Fiscal Year 2004 and each              $6,600,000"
Fiscal Year thereafter
-------------------------------------------------------------


        3.      Conditions of Effectiveness. This Second Amendment shall become
effective upon the receipt by Agent and Lenders of five (5) copies of this
Second Amendment duly executed by each Borrower and consented to by Guarantors.

        4.      Representations and Warranties. Each Borrower and Guarantor
hereby represents and warrants as follows:

                (a)    This Second Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of Borrowers and
Guarantors and are enforceable against Borrowers and Guarantors in accordance
with their respective terms.

                (b)    Upon the effectiveness of this Second Amendment, each
Borrower and Guarantor hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement to the extent the same are not amended
hereby and agree that all such covenants, representations and warranties shall
be deemed to have been remade as of the effective date of this Second Amendment.

                (c)    No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Second Amendment.

                                       2
<PAGE>
                (d)    No Borrower or Guarantor has any defense, counterclaim
or offset with respect to 6. the Loan Agreement.

        5.    Effect on the Loan Agreement.


              (a)     Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.

              (b)    Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

              (c)    The execution, delivery and effectiveness of this Second
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or Lenders, nor constitute a waiver of any provision of the Loan Agreement, or
any other documents, instruments or agreements executed and/or delivered under
or in connection therewith.

        6.    Governing Law.  This Second Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.

        7.    Headings.  Section headings in this Second Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Second Amendment for any other purpose.

        8.    Counterparts; Facsimile. This Second Amendment may be executed by
the parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.



                                       3
<PAGE>
      IN WITNESS WHEREOF, this Second Amendment has been duly executed as of the
day and year first written above.



                                    NEW LINDEN PRICE RITE, INC.,
                                    as Borrower and as Guarantor


                                    By:
                                        Name:
                                        Title:


                                    FOODARAMA SUPERMARKETS, INC.,
                                    as Borrower and as Guarantor


                                    By:
                                        Name:
                                        Title:


                                    GMAC BUSINESS CREDIT, LLC,
                                    as Agent


                                    By:
                                        Name:
                                        Title:


                                    GMAC BUSINESS CREDIT, LLC,
                                    as Lender


                                    By:
                                        Name:
                                        Title:



                                       4
<PAGE>




                                    THE CHASE MANHATTAN BANK,
                                    as Lender


                                    By:
                                        Name:
                                        Title:


                                    CITIZEN BUSINESS CREDIT COMPANY,
                                    as Lender


                                    By:
                                        Name:
                                        Title:


                                    CONSENTED AND AGREED TO:


                                    SHOP RITE OF READING, INC.,
                                    as Guarantor


                                    By:
                                        Name:
                                        Title:


                                    SHOP RITE OF MALVERNE, INC.,
                                    as Guarantor


                                    By:
                                        Name:
                                        Title:


                                       5
<PAGE>