EXHIBIT 10.3


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     THIS  AMENDED  AND  RESTATED  EMPLOYMENT  AGREEMENT  ("Agreement")  is made
effective  as of October 31, 1997,  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");

     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 three (3) years  commencing  as of  October  31,  1997 and
ending on October 31, 2000,  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.
<PAGE>

Executive  shall also perform such other  duties and shall  exercise  such other
powers  for  the  Corporation   and  for  any  of  its  divisions,   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 $325,000 per Employment Year,  commencing  effective as
of October 31,  1997 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. 

<PAGE>

     (b) In addition to the Salary, the Corporation agrees to pay Executive,  as
further  compensation,  the sum of $100,000,  in a single payment,  on or before
December 31, 1997 and an additional  $100,000 in a single payment,  on or before
June 30, 1998.

     (c) 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
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 the date of this Agreement.

          (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 seven (7) 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.
<PAGE>

          (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.

     (d)  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(g) below.

     (e)  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.

     (f)  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.

     (g) In measuring the six (6%) percent set forth in Paragraph 4(d)(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".

     (h) 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.
<PAGE>

     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
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). 

<PAGE>

     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
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 

<PAGE>

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
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.

<PAGE>

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).

     (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. 

<PAGE>

     (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.
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. 

<PAGE>

     (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.

<PAGE>

     16. Miscellaneous.

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

<PAGE>


               (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.

     (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