THIRD AMENDMENT OF LEASE


         Between AMAX REALTY DEVELOPMENT,  INC. a Delaware  corporation,  and V.
PAULIUS  AND  ASSOCIATES,  a  New  Jersey  corporation,  collectively  t/a  PORT
CARTERET,  a joint  venture  (hereinafter  called  "Landlord"),  and DI  GIORGIO
CORPORATION,  a Delaware corporation  (hereinafter called "Tenant"),  dated this
26th day of November, 1997.

                                     WHEREAS

         A.      Landlord and Tenant previously have entered into a
lease agreement, dated February 11, 1994 for the leasing of
premises in Carteret, New Jersey ("INITIAL LEASE"); and

          B. The parties  previously  have  entered  into a First  Amendment  of
Lease,  dated August 16, 1996 and a Second Amendment of Lease, dated October 30,
1996 (referred to collectively herein with the INITIAL LEASE as the "LEASE").

         C.       The parties hereto desire to further amend the LEASE in
certain respects;

         NOW, THEREFORE,  for and in consideration of the promises and covenants
contained herein, the parties hereto agree as follows:

         1. The recitals set forth above are incorporated by reference herein as
though fully set forth at length.

         2. All capitalized  terms used in this Third Amendment of Lease and not
defined herein shall have the meanings set forth in the LEASE.

         3. The provisions of this Third Amendment of Lease shall take effect as
of the Effective Date hereof (as hereinafter defined).

         4. Paragraph 49 of the LEASE  provides  Tenant with the option to lease
Additional Lands, as defined and described therein.

         5. The lands  described on Exhibit "A" attached  hereto and made a part
hereof are  removed  and  omitted as  constituting  a portion of the  Additional
Lands.

         6. The lands  described on Exhibit "B" attached  hereto and made a part
hereof constitute the remaining Additional Lands ("Remaining Additional Lands").

         7.  Exhibits "A" and "B" are more  particularly  shown on a certain map
attached hereto and made a part hereof, as Exhibit "C".

         8. Tenant  hereby  agrees to exercise its option to lease the Remaining
Additional Lands in accordance with the provisions hereof.

         9. In all  respects  and  matters,  including  but not  limited to, the
payment  of Taxes,  the right to  purchase,  the right to extend  the Term,  the
Additional  Building,  the Additional  Building Delivery of Possession Date, the
Additional  Building Plans, the Notice of Additional Building and the Additional
Building  Fixed  Rent,  the  Remaining  Additional  Lands  shall be deemed to be
Premises  pursuant  to  the  LEASE,  in the  same  manner  as if  the  Remaining
Additional Lands were included within the Premises in the INITIAL LEASE.

         10. Following the execution hereof,  Tenant shall not have the right to
terminate the leasing of the Remaining Additional





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Lands or cease to pay Rental on account thereof, except as provided in the LEASE
for all of the Premises.

         11. Landlord, Ground Lessor and/or its designees, at any time(s), shall
have the right to improve all or any portion of the Remaining  Additional  Lands
as a parking  facility or otherwise to "cap" all or any portion of the Remaining
Additional  Lands in  connection  with  the  performance  of  their  obligations
pursuant to Paragraph 47 of the LEASE and Tenant shall have the right to require
that Landlord improve all or any portion of the Remaining  Additional Lands as a
parking facility, subject to the provisions hereof.

         12. If Landlord  shall  notify  Tenant of its  intention to improve the
Remaining  Additional  Lands as a parking  facility,  or if Tenant shall require
that Landlord  improve the  Remaining  Additional  Lands as a parking  facility,
subject to the  provisions  hereof,  then and in either  event,  Landlord  shall
submit to Tenant  the  proposed  plans and  specifications  for such  work,  the
reasonably  estimated hard and soft costs of such work and an allocation between
the hard and soft costs.  Tenant shall notify  Landlord  within thirty (30) days
after  receipt  of  such  submission  if it  does  not  consent  to  the  plans,
specifications   and/or  costs  of  such  work,   which  consent  shall  not  be
unreasonably  withheld,  and Tenant shall set forth in  reasonable  detail,  the
basis for withholding its consent.

         13. If Tenant  shall not  consent to the plans,  specifications  and/or
costs,  the parties shall proceed  diligently  and in good faith to agree on the
plans,  specifications  and/or costs.  If the parties shall fail to agree on the
plans and specifications within sixty (60) days thereafter,  Landlord shall have
the right to cause the work to be performed in substantial  accordance  with the
most  recent  plans and  specifications  delivered  to Tenant and  Tenant  shall
reserve   its  rights  to   contest   the   reasonableness   of  the  plans  and
specifications.

         14.  If the  parties  shall  fail to agree on the  costs of such  work,
Tenant  shall be free to obtain and submit to Landlord  bids for hard costs only
from not more than three (3) mutually agreeable  independent  contractors (which
may not be an Affiliate of Tenant)  (herein  "Third Party Parking Lot Bids") for
the improvement of the Remaining  Additional Lands in accordance with the agreed
upon plans and  specifications  or with the most  recently  submitted  plans and
specifications, as the case may be. Tenant shall submit such Third Party Parking
Lot Bid(s),  if at all, within sixty (60) days thereafter.  Upon receipt of such
Bid(s),  Landlord  shall have the right to elect  either to (a) match the lowest
Third Party  Parking Lot Bid or (b) enter into a contract  with the lowest Third
Party  Parking  Lot Bidder for said bid price plus a sum equal to the soft costs
and reduce  its hard cost  price per acre to the hard cost  price  charged it by
said contractor.

         15. If the Remaining Additional Lands are improved as described herein,
then Tenant  shall have the right to use the  Remaining  Additional  Lands as so
improved, solely for parking and ancillary purposes.

         16. Subparagraph 49(f) hereby is amended to read as follows:
                  "(f)  Commencing on the Effective  Date and continuing for the
                  balance of the Initial Term, or until Tenant elects to use the
                  Remaining  Additional Lands as an improved  parking  facility,
                  the  Fixed  Rent to be paid  pursuant  to the  LEASE  shall be
                  increased  by  the  sum  of  Fifty-Two   Thousand  and  00/100
                  ($52,000.00)  Dollars  per annum,  payable at the rate of Four
                  Thousand  Three Hundred  Thirty-Three  and 33/100  ($4,333.33)
                  Dollars per month ('Remaining Additional Lands Fixed Rent')".






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         17. At such time as the  Remaining  Additional  Lands are improved as a
parking facility and used by Tenant, the Fixed Rent to be paid for the Remaining
Additional  Lands  ("Improved  Remaining  Additional Lands Fixed Rent") shall be
determined in the following manner:

                  The acreage of the Remaining  Additional Lands,  multiplied by
                  the cost of improvements  per acre (as determined  pursuant to
                  the provisions of this  Amendment;  multiplied by a rate equal
                  to the twenty (20) year United  States  Treasury Bill interest
                  rate,  as of the  Effective  Date,  plus four (4%)  percentage
                  points;  plus an  amount  equal to four  (4%)  percent  of the
                  foregoing;  plus an amount equal to the  Remaining  Additional
                  Lands Fixed Rent (Fifty-Two  Thousand  [$52,000]  Dollars) and
                  the Annual Improved Remaining  Additional Lands Fixed Rent per
                  acre shall be the Improved  Remaining  Additional  Lands Fixed
                  Rent divided by the acreage of the Remaining Additional Lands.
                  By way of example, if the acreage of the Remaining  Additional
                  Lands is four and  thirty-four  hundredths  (4.34) acres;  the
                  cost per acre is One Hundred Thousand  ($100,000.00)  Dollars;
                  the Treasury  Bill  interest  rate is six and one-half  (6.5%)
                  percent;  and the  Remaining  Additional  Lands  Fixed Rent is
                  Fifty-Two  Thousand  ($52,000)  Dollars;   then  the  Improved
                  Remaining  Additional  Lands  Fixed Rent shall be as  follows:
                  4.34 x  100,000  x (6.5% + 4%) 10.5% = 45,570 + (45,570 x .04)
                  1,822,80  =  47,392.80  + 52,000 =  99,392.80  and the  Annual
                  Improved  Additional  Lands  Fixed  Rent  per  acre  shall  be
                  $99,392.80 / 4.34 = $22,901.80.

         18. Subparagraph 49(g) hereby is amended to read as follows:

                  "(g) At such time as Tenant  desires to develop the  Remaining
                  Additional  Lands as  hereinafter  provided,  it shall  notify
                  Landlord,  it being  acknowledged that Tenant has the right to
                  require the  construction  of an  additional  building of like
                  kind  ("Additional  Building"),   subject  to  the  provisions
                  hereof, the square footage of which shall not be less than one
                  hundred  fifty  thousand  (150,000)  square  feet and shall be
                  attached  to the  existing  Building  ("Notice  of  Additional
                  Building"). Following the delivery of the Notice of Additional
                  Building,  Landlord and Tenant shall proceed diligently and in
                  good  faith to  establish  an  estimated  Additional  Building
                  Delivery  of  Possession  Date  (as  hereinafter   defined  in
                  subparagraph 49[h]) and agree on the size,  location,  design,
                  plans,  specifications,  time  frame  and  all  other  matters
                  relevant  to  the  construction  of  the  Additional  Building
                  ("Additional  Building  Plans").  If the estimated  Additional
                  Building  Delivery  of  Possession  Date will occur  after the
                  commencement  of the sixth (6th) Lease Year, then Tenant shall
                  be required to exercise  the first  and/or the second  Renewal
                  Terms so that the Term of the Lease  following such Additional
                  Building  Delivery  of  Possession  Date  will  equal at least
                  fifteen  (15)  years.  In the  event  Tenant  is  required  to
                  exercise  the first  and/or the  second  Renewal  Terms,  then
                  concurrently   with  Landlord  and  Tenant   establishing  the
                  Additional  Building  Plans,  Landlord  and Tenant shall agree
                  upon the Fixed  Rent to be paid  during  the first  and/or the
                  second  Renewal  Terms,  as the case may be. To the extent the
                  estimated Additional Building Delivery of Possession Date will
                  occur after the  commencement  of the  sixteenth  (16th) Lease
                  Year, Landlord agrees to extend the Term of the second Renewal
                  Term so that the Term of the lease  following such  Additional
                  Building Delivery of Possession Date





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                  will equal  fifteen  (15) years.  The price per square foot of
                  said  Additional   Building,   exclusive  of  land  costs  but
                  inclusive  of all hard and soft costs in the  aggregate  shall
                  equal Thirty-Two ($32) Dollars per square foot, as such amount
                  may be adjusted by the percentage  increase or decrease in the
                  Construction  Index as defined in  subparagraph  41(g)  hereof
                  occurring  between the date hereof and the Construction  Index
                  for the month in which Tenant  delivers to Landlord the Notice
                  of  Additional  Building,  plus the costs to  Landlord  in the
                  demolition of such portion of the parking areas (including the
                  Frozen  Foods  Lands,  as  hereinafter  defined),  as  may  be
                  necessary  in the  construction  of the  Additional  Building.
                  Landlord  shall  allocate the  aggregate  cost,  determined as
                  provided  above,  between  hard and soft  costs,  and shall so
                  notify  Tenant within thirty (30) days of the date after which
                  the  parties  shall  have  agreed on the  Additional  Building
                  Plans. Should Tenant disagree with the Landlord cost estimate,
                  Tenant shall be free to obtain and submit to Landlord bids for
                  hard  costs  only  from  not  more  than  three  (3)  mutually
                  agreeable  independent   contractors  (which  may  not  be  an
                  Affiliate of Tenant) (herein "Third Party bids"). Tenant shall
                  submit  such  bid(s),  if at all,  within  ninety (90) days of
                  Tenant's  receipt  of  Landlord's  cost  determination.   Upon
                  receipt of the Third Party bid(s) for the Additional  Building
                  Plans from Tenant,  Landlord  shall have the right to elect to
                  either (a) match the lowest Third Party bid, or (b) enter into
                  a contract  with the lowest  Third  Party  bidder for said bid
                  price  plus a sum  equal  to the  soft  costs  as  hereinabove
                  provided,  and reduce  its hard cost price per square  foot to
                  the  hard  cost  price  charged  it by said  contractor.  Upon
                  Tenant's   receipt  of  Landlord's  cost  estimate,   or  upon
                  notification  of Landlord's  election  under (a) or (b) above,
                  whichever is later, Tenant shall have the right to rescind its
                  Notice  of  Additional   Building   within  thirty  (30)  days
                  thereafter  upon notice to Landlord and Tenant's  agreement to
                  reimburse  Landlord for  Landlord's  actual costs  incurred in
                  preparing the Additional  Building Plans and the bid documents
                  which  payment  shall be made by  Tenant  to  Landlord  within
                  thirty (30) days of Landlord's demand therefor, accompanied by
                  documentation  in  reasonable  detail,  which payment shall be
                  deemed to constitute Additional Rental hereunder."

         19. Subparagraph 49(h) hereby is added to read as follows:

                  "(h)  It  is   acknowledged   that  if  Tenant   requires  the
                  construction  of  an  Additional   Building  pursuant  to  the
                  provisions of subparagraph  49(g), it may be required to lease
                  additional  lands which presently  constitute a portion of the
                  Lands  leased  by  Landlord  to  Tenant  pursuant  to a  lease
                  agreement being entered into  concurrently  herewith  ("Frozen
                  Foods Lease").  It therefore is agreed that if such additional
                  lands are  required  ("Frozen  Foods  Lands"),  then as of the
                  commencement of  construction  of the Additional  Building and
                  concurrently  with the parties amending the Frozen Foods Lease
                  so as to eliminate the Frozen Foods Lands from the description
                  of the Lands  demised  thereunder,  the parties  hereto  shall
                  enter into an  amendment  of the LEASE to  include  the Frozen
                  Foods  Lands  within  the  description  of the  Lands  demised
                  pursuant to the LEASE.  At such time as the Frozen Foods Lands
                  are included  within the Lands demised  pursuant to the LEASE,
                  the Remaining  Additional  Lands Fixed Rent hereunder shall be
                  increased  based on the  acreage of the Frozen  Foods Lands so
                  added,  at the rate of $11,711.71 per acre per year. It is the
                  intention of the parties that the




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                  aggregate  amount of the Fixed Rent to be paid to  Landlord by
                  Tenant pursuant to the Frozen Foods Lease and pursuant hereto,
                  as a result of the exclusion of the Frozen Food Lands from the
                  Frozen  Foods Lease and their  inclusion  in the Lease,  shall
                  remain the same.

         20.  Subparagraph  49(h) of the INITIAL LEASE hereby is redesignated as
subparagraph 49(i) and is amended to read as follows:

                  (i) Upon delivery of possession by Landlord of the  Additional
                  Building,  as determined pursuant to subparagraphs 3(a), 3(c),
                  3(g) and 3(m)  ("Additional  Building  Delivery of  Possession
                  Date"),  the Annual  Fixed Rent  hereunder  shall be increased
                  ("Additional  Building  Fixed  Rent")  as  of  the  Additional
                  Building  Delivery of Possession Date by the Annual Additional
                  Building Fixed Rent determined in the following manner:

                           The square footage of the Additional Building,  based
                           upon outside measurements; multiplied by the cost per
                           square foot of the Additional  Building as determined
                           in  subparagraph   49(g)  above   (exclusive  of  the
                           Remaining  Additional  Lands);  multiplied  by a rate
                           equal to the  20-year  United  States  Treasury  Bill
                           interest rate, as of the Additional Building Delivery
                           of Possession Date, plus four (4) percentage  points;
                           plus an  amount  equal to four  (4%)  percent  of the
                           foregoing;  plus an  amount  equal  to the  Remaining
                           Additional Lands Fixed Rent and the annual Additional
                           Building  Fixed  Rent per  square  foot  shall be the
                           annual Additional  Building Fixed Rent divided by the
                           square footage of the Additional Building.  By way of
                           example, if the square footage of the Building is two
                           hundred fifty  thousand  (250,000)  square feet;  the
                           cost per square foot is Thirty-Two ($32) Dollars; the
                           Treasury  Bill  interest  rate  is six  and  one-half
                           (6.5%) percent;  and the Remaining  Additional  Lands
                           Fixed Rent is One Hundred  Four  Thousand  and 00/100
                           ($104,000.00)  Dollars;  then the Additional Building
                           Fixed Rent shall be as follows:

                                    250,000 x 32 = 8,000,000 x (6.5% + 4%) 10.5%
                                    =  840,000  +  (840,000  x  .04)   33,600  =
                                    $873,600 + $104,000 = 977,600 and the annual
                                    Additional  Building  Fixed  Rent per square
                                    foot shall be 977,600 / 250,000 = 3.91.

                           The Additional  Building Fixed Rent shall increase at
                  the rate of  twenty-five  (25(cent))  cents per square foot at
                  the  commencement of each fifth  anniversary of the Additional
                  Building  Delivery of Possession  Date,  including any Renewal
                  Terms, if applicable.

                  As of the  Additional  Building  Delivery of Possession  Date,
                  Tenant's  obligation to pay Remaining  Additional  Lands Fixed
                  Rent or Improved Remaining Additional Lands Fixed Rent, as the
                  case may be, shall cease and terminate."

         21. It is agreed that the  Commencement  Date of the Frozen Foods Lease
shall constitute the Effective Date of this Third Amendment of Lease.

         22. The  Initial  Term and the  Renewal  Terms of the LEASE  hereby are
extended to be co-terminus with the stated terms of LEASE II.



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         23. The Annual Fixed Rent to be paid pursuant to the LEASE shall remain
the same during the period from the expiration of the Initial Term, as set forth
in the INITIAL LEASE, to the expiration of the Initial Term, as extended herein.

         24.  Subparagraph  7(a)(iv)  hereby is amended by permitting  Tenant to
obtain  Comprehensive  Boiler and Machinery  Insurance  with a deductible not to
exceed Two Hundred Thousand and 00/100
($200,000.00) Dollars.

         25. Subparagraph 7(a)(vii) hereby is omitted.

         26.  Subparagraphs  7(d) and (e) are amended so as to require Tenant to
deliver to Landlord a  certificate  of  insurance  (Accord  27) of all  policies
procured by Tenant in compliance with its insurance  obligations pursuant to the
LEASE.

         27.  Subparagraph 9(a) hereby is amended to provide that Landlord shall
be required only to repair,  restore or replace non-trade fixtures and shall not
be required to repair, restore or replace trade fixtures of Tenant.

         28.  Subparagraph  15(f) hereby is amended by  including  subparagraphs
15(d) and (e) following reference to subparagraph 15(c).

         29. Subparagraph 15(h) hereby is amended to permit Tenant to assign the
LEASE or to sublease the Premises to a Tenant's Affiliate.

         30.  Subparagraph  33(b) hereby is amended to provide that the personal
liability  of Landlord  and/or  Ground  Lessor shall apply if Landlord or Ground
Lessor shall  transfer,  sell or mortgage any interest in any real  property now
owned or leased by Ground Lessor or Landlord.

         31. Subparagraph 41(d) hereby is amended by amending the first sentence
to read as follows:

                  "The initial  Purchase  Price for the Premises,  including the
                  Upstairs Office Space, but excluding the Remaining  Additional
                  Lands,  as of the  expiration of the Fifth Lease Year shall be
                  Twenty-Nine   Million   Four   Hundred   Thousand  and  00/100
                  [$29,400,000] Dollars ("Base
                  Purchase Price")."

         32.  Subparagraph  41(e) and (h) hereby are  omitted  and  replaced  by
subparagraphs 41(g) and (h) below respectively,  and subparagraphs 41(f) and (g)
hereby are redesignated as subparagraphs 41(i) and (j) respectively.

         33. Subparagraphs 41(e), (f), (g) and (h) hereby are added to Paragraph
41 as follows:

                  "(e) If the purchase  shall include the  Remaining  Additional
                  Lands in its present as-is condition,  the Base Purchase Price
                  shall be increased at the rate of One Hundred Twelve  Thousand
                  Six  Hundred  ($112,600.00)  Dollars  per  acre  of  Remaining
                  Additional  Lands,  plus  an  amount  equal  to the  brokerage
                  commission  which shall be due and payable in connection  with
                  the purchase and sale of such Remaining Additional Lands.

                    (f)  If the  Remaining  Additional  Lands  shall  have  been
                    improved  as a  parking  facility  in  accordance  with  the
                    provisions  of  this  Amendment,  then  in  addition  to the
                    increase in the Base Purchase Price pursuant to subparagraph
                    (e) above,  the Base Purchase Price shall be increased by an
                    amount  equal to the  Annual  Fixed  Rent to be paid for the
                    improved  Remaining   Additional  Lands,   pursuant  to  the
                    provisions  of  Paragraph  49 hereof,  whether or not Tenant


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<PAGE>

                    shall  have   exercised  its  option  to  use  the  improved
                    Remaining   Additional   Lands,   divided  by  nine  hundred
                    seventy-five ten thousandths  (.0975),  plus an amount equal
                    to the brokerage  commission  which shall be due and payable
                    in connection  with the purchase and sale of such  Remaining
                    Additional  Lands.  For the  purposes  of this  subparagraph
                    41(f),  in determining  the Annual Fixed Rent to be paid for
                    the  improved  Additional  Lands,  there  shall be  excluded
                    therefrom,   the  amount  of  Fifty-Two  Thousand  ($52,000)
                    Dollars on account of the Remaining  Additional  Lands Fixed
                    Rent.

                  (g) If Landlord shall have constructed an Additional  Building
                  on the Remaining  Additional  Lands pursuant to the provisions
                  of  Paragraph  49 hereof,  then the  Purchase  Price  shall be
                  increased by an amount  equal to the lesser of (a)  Thirty-Two
                  ($32) Dollars  multiplied  by the gross square  footage of the
                  Additional Building, determined by outside measurements,  plus
                  the demolition  costs  referred to in Paragraph 49,  increased
                  but not decreased by a percentage  equal to the  percentage of
                  increase  determined  by the lesser of: (i) the  percentage of
                  increase in the Index, as hereinafter  defined in subparagraph
                  41(i),  between  the date  hereof and the Index for the second
                  month prior to the month in which the closing shall occur;  or
                  (ii)  the   percentage   of  increase  in  the  McGraw  Hill's
                  Engineering  Record  Cost of  Construction  Index  for the New
                  York/New  Jersey  area  ("Construction  Index") or  comparable
                  Construction  Index if said  Construction  Index is no  longer
                  published,  between the date hereof and the Construction Index
                  for the second  month  prior to the month in which the closing
                  shall occur;  or (b) the cost of  constructing  the Additional
                  Building,  if  Tenant  shall  elect  to have  the bid  process
                  employed as in Paragraph 49 provided.

                  (h) At the closing,  Tenant shall pay over the Purchase  Price
                  in full and Landlord shall convey title in accordance with the
                  following provisions:

                           (i)  Landlord,  at its sole cost and  expense,  shall
                           proceed  and exert  reasonable  efforts  to cause the
                           Premises,   the  Remaining   Additional   Lands,  and
                           thereafter the Additional Building, if applicable, to
                           be resubdivided,  if necessary, so as to constitute a
                           separate lot and closing of title shall be subject to
                           Landlord  obtaining final,  unappealable  approval of
                           such  subdivision,  if applicable.  If Landlord shall
                           not be able to  obtain  resubdivision  and if  Tenant
                           shall  have   exercised   its   option  to   purchase
                           hereunder,  then  Landlord,  at  its  sole  cost  and
                           expense,  shall cause a  groundlease,  condominium or
                           other mutually acceptable method to be employed so as
                           to  enable   Tenant  to  purchase  the  Building  and
                           Additional  Building,  if  applicable,  in accordance
                           with the provisions hereof.

                           (ii) Said Premises,  Remaining  Additional  Lands and
                           Additional Building, if applicable, shall be sold and
                           conveyed subject to zoning  regulations,  ordinances,
                           taxes, assessments,  all easements,  restrictions and
                           rights of way  presently  existing,  such  additional
                           easements, restrictions and rights of way as shall be
                           permitted   hereunder   and  such   other   liens  or
                           encumbrances  as Tenant may have  placed,  permitted,
                           agreed  or  consented   to  be  placed   against  the
                           Premises,    Remaining    Additional   Lands   and/or
                           Additional  Building,  if applicable;  


                                       -7-
<PAGE>

                            (iii)  Landlord  shall deliver a deed,  affidavit of
                            title and FIRPTA  affidavit in usual form.  The deed
                            shall be  bargain  and sale with  covenants  against
                            Grantors'  acts  and  shall  be  duly  executed  and
                            acknowledged  so as to convey to Tenant  fee  simple
                            title  to  the  Premises  in  accordance   with  the
                            provisions hereof;

                           (iv)  Landlord  shall have the right to  utilize  the
                           proceeds of sale to  discharge  or secure the release
                           of  any  lien  encumbering  the  Premises,  Remaining
                           Additional   Lands  and   Additional   Building,   if
                           applicable,  and  to  which  the  title  is not to be
                           subject;

                           (v) The  Premises,  Remaining  Additional  Lands  and
                           Additional  Building,  if  applicable,  shall be sold
                           "as-is" and the delivery and  acceptance  of the deed
                           of  conveyance  at the time of closing of title shall
                           be deemed to constitute  full  compliance by Landlord
                           of all of the terms,  covenants and conditions on its
                           part to be  performed  in  connection  with  the sale
                           hereunder;

                           (vi)  If the  Premises,  Remaining  Additional  Lands
                           and/or Additional Building,  if applicable,  shall be
                           subject   to   any   liens,    including    transfer,
                           inheritance,  estate,  franchise,  license  or  other
                           similar   taxes,   which  Landlord  is  obligated  to
                           satisfy,  the  amount of which  has not been  finally
                           fixed,  the same shall not be deemed an  objection to
                           title, provided that the title company at the time of
                           closing of title,  will issue or bind itself to issue
                           its  policy   which  will   insure   Tenant   against
                           collection   of  said   liens  and  taxes  from  said
                           Premises,    Remaining    Additional   Lands   and/or
                           Additional Building, if applicable;

                           (vii)  The  Rental  payments  to be  made  hereunder,
                           including   Rental  on  account   of  the   Remaining
                           Additional  Lands and  Additional  Building,  and all
                           other usual  adjustments  shall be adjusted as of the
                           Closing  Date,  it being agreed that Tenant shall not
                           be entitled to a credit against the Purchase Price on
                           account  of any  payments  of  Rental,  except  as it
                           relates  to a period  subsequent  to  closing,  or on
                           account or any payments  for Taxes  and/or  insurance
                           premiums;

                           (viii)  Tenant,  subject  to and in  accordance  with
                           Paragraph  47 of this lease,  shall comply with ISRA.
                           Following closing,  the provisions of Paragraph 47 of
                           this lease  shall  remain in full  force and  effect,
                           including  any  environmental  claim  relating to the
                           Premises,  Remaining  Additional Lands and Additional
                           Building, if applicable;

                           (ix) In the event that the Closing  Date  established
                           pursuant  hereto shall fall on a Saturday,  Sunday or
                           legal  holiday,  then it is agreed  that the  Closing
                           Date shall be the first business day thereafter;

                           (x) In the  event  that  Tenant  shall  fail to close
                           title  in  accordance  with  the  provisions   hereof
                           following  its  exercise  of its option to  purchase,
                           then and in such  event,  said right  shall cease and
                           terminate  immediately and be of no further force and
                           effect;

                                       -8-
<PAGE>


                           (xi)  Tenant  shall  have the right to assume or take
                           subject  to  any  mortgage   then   encumbering   the
                           Premises, subject only to and in accordance with, the
                           applicable  provisions,  if  any,  of  the  mortgage,
                           provided that the  outstanding  principal  balance of
                           the  mortgage  shall  not  exceed  the then  Purchase
                           Price,  and  provided  further  that  Landlord,   its
                           constituent  members  and  all  guarantors  shall  be
                           relieved   and   released   from   all    obligations
                           thereunder.  Tenant shall pay any and all  assumption
                           fees and charges or any and all prepayment penalties,
                           fees and  charges,  if any,  if Tenant  does not take
                           subject to or assume the mortgage, provided, however,
                           that said  prepayment  penalties,  or prepayment fees
                           and charges that Tenant shall be obliged to pay shall
                           not exceed those set forth on Exhibit H, and any such
                           excess shall be a credit against the Purchase  Price,
                           or, in the alternative, at Tenant's election, paid by
                           Landlord; and

                           (xii) The Ground  Lessor shall  execute this lease to
                           indicate its consent to and  agreement to be bound by
                           the provisions of this Paragraph 41."

         34. Subparagraph 42(b) hereby is amended to read as follows:

                  "(b) In the event of a  transfer  of the  Premises  to a third
                  party,  whether  by  sale,  foreclosure  or  deed  in  lieu of
                  foreclosure,  or otherwise, and such third party fails to make
                  any  commission   payment  to  Broker  within  five  (5)  days
                  following  receipt of notice of  non-payment,  pursuant to the
                  commission agreement entered into between Broker and Landlord,
                  Tenant, upon notice from Broker (with a copy to the new owner)
                  of the new  owner's  failure to make such  payment and setting
                  forth the amount of annual  commission then due and payable to
                  Broker,  hereby is authorized and directed by Landlord to make
                  monthly  payments  of Fixed  Rent  directly  to Broker (at the
                  address set forth in the notice),  until the  commission  then
                  due and  payable  shall  have been paid.  Landlord  and Tenant
                  agree that the payment of the  brokerage  commission by Tenant
                  to Broker pursuant to this  subparagraph  (b) shall be in lieu
                  of Fixed Rent  payments  required  pursuant  to this lease and
                  Tenant  shall  not be in  default  pursuant  to this  lease by
                  virtue of said payment to Broker."

         35. Paragraph 43 hereby is amended to read as follows:

                    "Tenant  understands  that the Premises are part of a larger
                    tract of land presently owned by Ground Lessor and developed
                    or hereafter  to be  developed  by  Landlord,  known as Port
                    Carteret,  (herein referred to as the "Industrial Park"). In
                    connection therewith, Tenant hereby consents to the granting
                    by Landlord of easements  (at any time) over the Premises to
                    various utility companies and municipalities,  provided that
                    said  easements  (except with  respect to those  exclusively
                    serving the Building and/or  Additional  Building) shall lie
                    in the set back areas  (i.e.,  those  areas  provided by the
                    current zoning  ordinance in which structures are precluded)
                    within the Premises and shall be  relocatable  at no expense
                    to Tenant  should  Tenant  seek to improve  said area and be
                    impeded as a result of such easement.  Tenant  consents both
                    to the  continuation  or extension of Middlesex  Avenue as a
                    public  road  and to a future  access  road as such is shown
                    abutting the westerly  portion of the Premises on Exhibit C,
                    which road may be dedicated as a public road."

                                       -9-
<PAGE>

         36.  Tenant shall have the right to record a Memorandum of Lease in the
Middlesex  County Clerk's Office,  which Memorandum shall not provide any of the
economic  agreements  of the  parties and which  Memorandum  shall be subject to
Landlord's consent, which shall not be unreasonably withheld, provided, however,
that prior to such filing,  Tenant shall  deliver to  Landlord's  attorneys,  in
escrow a duly executed  Discharge of Memorandum of Lease, which Discharge may be
released from escrow and filed of record upon the  Termination  or expiration of
this LEASE,  as the LEASE may be extended,  regardless of the reason or cause of
such  termination or expiration in accordance  with the provisions of the escrow
agreement entered into among the parties and the escrowee.

         37. In the event of any  inconsistency  between the  provisions of this
Third  Amendment of Lease and the LEASE,  the provisions of this Amendment shall
control.

         38. In all other  respects and matters,  the LEASE shall remain in full
force and effect.

         IN WITNESS  WHEREOF,  the parties  have set their hands and seals as of
the date first above written.


                                 PORT CARTERET (Landlord)
                                 By: Amax Realty Development, Inc.


                                    By:  /s/ Anthony Filiaci
                                       Anthony Filiaci, Vice
                                                          President

                                 V. PAULIUS AND ASSOCIATES


                                 By:   /s/ Robert Paulius
                                    Robert Paulius, Vice President



                                 DI GIORGIO CORPORATION (Tenant)


                                 By:   /s/ George W. Conklin
                                    George Conklin, Vice President


                                 AMAX COPPER, INC., (Ground Lessor)


                                 By:   /s/  Anthony Filiaci
                                    Anthony Filiaci, Vice President





                                      -10-

<PAGE>

                      Exhibits to Third Amendment of Lease


Exhibit  A: Omitted Grocery Additional Lands (4.54 Acres)

Exhibit  B (Grocery Lease): Remaining Additional Lands (4.34 Acres)

Exhibit  C: Site Plan