EXHIBIT 10.20


                FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT



          THIS FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is
made effective as of January 1, 2005, between DiGIORGIO CORPORATION,  a Delaware
corporation,  with  its  principal  office  located  at  380  Middlesex  Avenue,
Carteret, New Jersey 07008 (the "Corporation"),  and STEPHEN R. BOKSER, residing
at 47 Victoria Place East, Fort Lee, New Jersey 07024 (the "Executive").


                              W I T N E S S E T H:

          WHEREAS,  effective  February 1, 1990, the  Corporation  and Executive
entered into an employment  agreement  pursuant to which the Executive agreed to
serve the Corporation as Executive Vice President -- President of the White Rose
Operations (the "1990 Agreement");

          WHEREAS,  as of January 1, 1994, the Corporation and Executive entered
into an  Amended  and  Restated  Employment  Agreement  pursuant  to  which  the
Executive  agreed to continue to serve as Executive  Vice President -- President
of the White Rose Operations (the "1994 Agreement");

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          WHEREAS,  as of June 30, 1997, the Corporation  and Executive  entered
into a Second Amended and Restated  Employment  Agreement  pursuant to which the
Executive  agreed to continue to serve as Executive  Vice President -- President
of the White Rose Food Division (the "1997 Agreement");

          WHEREAS,  effective  April 1, 2000, the  Corporation and the Executive
entered into a Third Amended and Restated Employment Agreement pursuant to which
the Executive  agreed to serve as Executive  Vice  President -- President of the
White Rose Operations (the "2000 Agreement"); and

          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 hereto 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 January 1, 2005 and ending
on December 31, 2009, unless sooner  terminated as herein provided.  The term of
Executive's  employment  hereunder may be extended for  additional  one (1) year


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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 its President,  Chief  Executive  Officer and
Co-Chairman of the Board of Directors.  Executive  shall report  directly to the
Board of Directors of the  Corporation.  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  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 President 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


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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  calendar  year  during  the term of this  Agreement
between  $400,000 per calendar  year and  $500,000  per  calendar  year,  as the
Executive elects, commencing effective as of January 1, 2005 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.  In the event of the  Executive's  termination  by the  Corporation
without cause,  the  Corporation  shall continue to pay the Executive his salary
(in the  amount  he is  earning  at the  time of his  termination)  through  the


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termination of this  Agreement or any extension  under which he is then working.
This Section 4(a) shall survive  termination of this Agreement for any reason or
expiration of this Agreement.

             (b) The Corporation shall remit to Executive a discretionary  bonus
for  calendar  year 2004 that is no less than that he received in calendar  year
2003.

             (c) The Corporation  agrees to pay Executive a discretionary  bonus
for each calendar year after 2004; provided,  however, that if the Corporation's
EBITDA for its fiscal year ending on or about  December 31 of each such calendar
year is at least  $30,000,000,  then in such  event the bonus for such  calendar
year shall be no less than $300,000.  The Corporation  shall remit the bonus (if
any) to Executive no later than April 30 of the calendar year  following that in
which it is earned.  Executive  shall be  entitled  to the bonus (if any) earned
under  this  provision  after  it is  earned  under  any and all  circumstances,
including  without  limitation,  the Executive's  death,  and termination of the
Executive's  employment.   In  the  event  of  the  Executive's  termination  of
employment (for any reason),  the minimum annual bonus shall be deemed earned at
the rate of $25,000 per month for each month (or partial  month) in the calendar
year in which he was terminated,  but only if the Corporation's  EBITDA for that
portion of its fiscal  year  through  the end of its  accounting  period  ending
closest  to the  last  day of the  month  in  which  Executive's  employment  is
terminated is at least  $30,000,000  multiplied by a fraction,  the numerator of
which is the number of months (or partial months) prior to the termination  date
in the calendar year in which  Executive's  employment  was  terminated  and the
denominator of which is twelve (12). Subject to the minimum bonus provisions set
forth in this Section 4(c),  the  determination  of the amount of the bonus,  if


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any, to be paid by the Corporation to Executive under this Section 4(c) shall be
in the sole  discretion  of the  Board of  Directors  of the  Corporation.  This
Section  4(c) shall  survive  termination  of this  Agreement  for any reason or
expiration of this Agreement.

             (d) The  Corporation  will pay the Executive,  on or before January
31, 2005, a bonus of $99,955.34. The Corporation shall withhold from such bonus:
8.97% New Jersey income tax;  1.45% Medicare tax; and 31.86% federal income tax.
The net after-tax  payment of $57,693.72 shall be applied in full payment of the
principal  ($55,209.30)  and interest  ($2,484.42) due from the Executive to the
Corporation;  and the  Corporation  acknowledges  that such  payment  is in full
satisfaction of all loans and notes due from the Executive to the Corporation.

          5. Additional Compensation. The 1992 Agreement, the 1997 Agreement and
most recently the 2000 Agreement in Sections 4(b) through 4(g) thereof  provided
for the Executive, under certain conditions, to receive additional compensation.
The  Corporation  and the  Executive  agree  that  the  Executive  shall be paid
additional   compensation   ("Additional   Compensation")  upon  the  terms  and
conditions  in this Section 5. Under this  Section,  no later than  February 17,
2005,  Executive has the right to elect whether to include Las Plumas  Partners,
L.P., a Delaware limited  partnership ("Las Plumas"),  in the computation of his
Additional  Compensation  under this Section 5. In the event  Executive does not
exercise the right to include Las Plumas in the  computation  of his  Additional


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Compensation,  Sections 5.1.1.6, 5.1.1.7, 5.1.1.9, 5.1.3.4, 5.1.3.5, and 5.1.3.7
below shall be  inapplicable  to the  computation and the figure used in Section
5.1.1.1 shall be $18,917,002.

             5.1. For the purposes of this Agreement,  the following terms shall
mean:

               5.1.1.  "Base  Amount" shall mean:  At any  particular  moment in
time, the sum of:

                    5.1.1.1.   $36,894,308   (if  Las  Plumas  is  included)  or
                    $18,917,002 (if Las Plumas is not included); less

                    5.1.1.2.  An  amount  equal  to the  dividends  paid  by the
                    Corporation  to  its   shareholders  in  November  2004  and
                    December 2004; plus

                    5.1.1.3.   An  amount  equal  to  the  interest  that  would
                    accumulate  if interest  was accrued on the Base Amount from
                    January  1, 2005 at a  cumulative  annual  rate  (compounded
                    annually)  equal to the Prime Rate as announced from time to
                    time by Deutsche Bank; less

                    5.1.1.4.  Any  sums  received  by all  of the  Corporation's
                    shareholders  in respect  of their  stock  ownership,  after
                    January  1,  2005,  e.g.,  dividends,  or sale of  stock  or
                    liquidation of the Corporation proceeds; less

                    5.1.1.5. Any sums received by the partners of Rose Partners,
                    L.P.,  after January 1, 2005,  from the sale of all of their
                    partnership interests in Rose Partners, L.P.; less

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                    5.1.1.6.  Any distributions  received by all of the partners
                    of Las Plumas Partners, L.P., a Delaware limited partnership
                    ("Las  Plumas"),  during  November 2004 and December,  2004;
                    less

                    5.1.1.7.  Any sums  received by the  partners of Las Plumas,
                    after January 1, 2005, as  distributions  from Las Plumas or
                    as  proceeds  from  the  sale  of all of  their  partnership
                    interests in Las Plumas; less

                    5.1.1.8.  The Extrapolated Value of Rose with respect to any
                    Recognition Event referred to in Section 5.1.3.6; less


                    5.1.1.9.  The Extrapolated  Value of Las Plumas with respect
                    to any Recognition Event referred to in Section 5.1.3.7.


In computing the Base Amount,  at any point in time, any  reductions  thereto by
virtue of Sections  5.1.1.2,  5.1.1.4,  5.1.1.5,  5.1.1.6,  5.1.1.7,  5.1.1.8 or
5.1.1.9  shall  first be applied  to the  accumulated  interest  and then to the
principal, provided that the sums so applied to reduce the Base Amount shall not
reduce it below zero.

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               5.1.2.  "Additional Compensation Percentage" shall mean: six (6%)
percent.


               5.1.3. "Recognition Event" shall mean:

                    5.1.3.1.  A  distribution  of any assets,  in cash or in any
                    other form (if the latter, to be measured by the fair market
                    value of the non-cash  distribution),  by the Corporation to
                    its shareholders in respect of the stock of the Corporation;

                    5.1.3.2.  The  receipt of proceeds of the sale of all of the
                    stock of the  Corporation or the proceeds of any transfer of
                    all  of  the   ownership   interest  in  the  stock  of  the
                    Corporation,  whether in cash or in kind (if the latter,  to
                    be  measured  by the  fair  market  value  of  the  non-cash
                    proceeds);

                    5.1.3.3. The receipt of proceeds of the sale by the partners
                    of  Rose  Partners,   L.P.  of  all  of  their   partnership
                    interests,  whether in cash or in kind (if the latter, to be
                    measured by the fair market value of the non-cash proceeds);

                    5.1.3.4.  A  distribution  of any assets,  in cash or in any
                    other form (if the latter, to be measured by the fair market
                    value of the  non-cash  distribution),  by Las Plumas to its
                    partners   in  respect  of  their  Las  Plumas   partnership
                    interests;

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                    5.1.3.5. The receipt of proceeds of the sale by the partners
                    of Las Plumas of 100% of the partnership  interests therein,
                    whether in cash or in kind (if the latter, to be measured by
                    the fair market value of the non-cash proceeds);

                    5.1.3.6  A sale of  partnership  interests,  merger or other
                    reorganization  transaction  ("Reorganization  Transaction")
                    involving Rose Partners,  L.P. in which the persons who hold
                    the partnership  interests in Rose Partners,  L.P. as of the
                    date of  this  Agreement  (whether  directly  or  indirectly
                    through  intermediary  entities)  no longer  hold at least a
                    majority of the percentage interests in Rose Partners, L.P.,
                    in  which  event  the  fair  market  value  of  100%  of the
                    partnership   interests   in  Rose   Partners,   L.P.   (the
                    "Extrapolated   Value  of  Rose")  shall  be  determined  by
                    extrapolation based on the fair market value of the proceeds
                    received upon such Reorganization  Transaction by the former
                    partners,  whether in cash or in kind (if the latter,  to be


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                    measured by the fair market value of the non-cash proceeds),
                    without  regard to any discounts or premiums  which may have
                    been taken into  account in arriving at the  purchase  price
                    actually agreed upon in such Reorganization Transaction. The
                    extrapolation  shall be calculated  as follows:  by dividing
                    (i)  the  collective  fair  market  value  of  the  proceeds
                    received by the former  partners;  by (ii) by the percentage
                    interests of the partnership collectively held by the former
                    partners; and

                    5.1.3.7. A Reorganization  Transaction  involving Las Plumas
                    in which the persons who hold the  partnership  interests in
                    Las  Plumas  as of  the  date  of  this  Agreement  (whether
                    directly or  indirectly  through  intermediary  entities) no
                    longer hold at least a majority of the percentage  interests
                    in Las Plumas,  in which event the fair market value of 100%
                    of   the   partnership   interests   in  Las   Plumas   (the
                    "Extrapolated  Value of Las Plumas")  shall be determined by
                    extrapolation based on the fair market value of the proceeds
                    received upon such Reorganization  Transaction by the former
                    partners,  whether  in cash or in kind (if the  latter to be


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                    measured by the fair market value of the non-cash proceeds),
                    without  regard to any discounts or premiums  which may have
                    been taken into  account in arriving at the  purchase  price
                    actually agreed upon in such Reorganization Transaction. The
                    extrapolation  shall be calculated  as follows:  by dividing
                    (i)  the  collective  fair  market  value  of  the  proceeds
                    received by the former  partners;  by (ii) by the percentage
                    interests of the partnership collectively held by the former
                    partners.


For the avoidance of doubt, it is acknowledged  and understood,  for purposes of
the Recognition  Events referred to in Sections 5.1.3.6 and 5.1.3.7,  that (i) a
transfer of a  partnership  interest in Rose  Partners,  L.P. or Las Plumas to a
person who, as of the date of this  Agreement,  has an indirect  interest in the
transferor  partner (such as a distribution  by the Estate of Arthur M. Goldberg
of its partnership interests in Rose Partners,  L.P. or Las Plumas to any of the
Estate's beneficiaries, including testamentary trusts) shall not be considered a
change in  ownership,  and (ii) a transfer  of a  partnership  interest  in Rose
Partners,   L.P.  or  Las  Plumas  (whether   directly  or  indirectly   through
intermediary  entities) to a related party, whether by gift or otherwise,  shall
not be considered a change of ownership.

             5.2. Any dispute  regarding the fair market value of a distribution
or proceeds of a  sale/transfer  in kind shall be resolved by an "arbiter".  The
initial  arbiter  shall be Ross,  Anglim &  Angelini,  CPAs.  If Ross,  Anglim &


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Angelini,  CPAs is  unwilling  or unable to serve as the arbiter then a mutually
agreed upon arbiter shall serve in its place and stead.  The arbiter's  decision
shall be final and binding on all interested parties.

             5.3.  At such a point in time as the Base Amount is reduced to zero
(but not below),  from and after such time, the Corporation shall pay Additional
Compensation to the Executive  (within thirty days after the Recognition  Event)
in an amount  equal to the result of  multiplying  the  Additional  Compensation
Percentage times (i) the amount of the distribution, or proceeds received by the
stockholders  or the  partners of Rose  Partners,  L.P.  or the  partners of Las
Plumas (as the case may be) at such Recognition  Event; or (ii) the Extrapolated
Value of Rose or Las  Plumas  (as the case  may be) at such  Recognition  Event;
provided,  however, if the Base Amount is greater than zero immediately prior to
the  Recognition  Event  and such  Recognition  Event  produces  a  distribution
proceeds or Extrapolated  Value of Rose or Las Plumas in excess of the then Base
Amount, the Additional Compensation Percentage shall be multiplied by the amount
of such  excess  over the then  Base  Amount  (and not the  amount  of the total
distribution,  proceeds  or  Extrapolated  Value of Rose or Las Plumas from that
Recognition Event).

             5.4.  The  Additional  Compensation  due pursuant to this Section 5
shall be  payable  to the  Executive  (or the  personal  representatives  of the
Executive if the Executive has died) under any and all circumstances,  including
without  limitation,  the Executive's  death, and termination of the Executive's
employment;  except:  (i) if the  Executive  breaches his covenants set forth in
Sections 12 or 13 of this  Agreement,  or (ii) the Executive is terminated  "for


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cause"  pursuant  to  Section  11 of this  Agreement,  the  Executive  shall not
thereafter be entitled to any Additional  Compensation  pursuant to this Section
5. This Section 5 shall survive the termination of this Agreement for any reason
or expiration of this Agreement.


          6. Executive Benefits.

             6.1. Executive shall be entitled to participate,  on the same basis
and  subject to the same  qualifications,  in all  employee  benefit  plans (the
"Plans"),  if any  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 or senior executives generally. In the event Executive is asked by the
Corporation  to relocate  his place of  residence,  any  reasonable  moving (and
associated) expenses and costs shall be reimbursed by the Corporation.

             6.2. 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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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.

             6.3.   Recognizing   that  Executive  will  be  required  to  do  a
considerable amount of driving in connection with his duties as President of the
Corporation,  the  Corporation  shall  provide to  Executive  an  automobile  of
Executive's  choice,  such  choice to be  subject  to  approval  by the Board of
Directors,  and 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).

             6.4 Until  Executive and his spouse reach age 65, the Executive and
his spouse shall continue to be covered by the  Corporation's  health  insurance
and medical  reimbursement plans.  Thereafter,  the Corporation shall provide to
the Executive and his spouse Medicare  supplemental  health  insurance  coverage
until the death of the Executive and his spouse.  This Section 6.4 shall survive
the  termination  of this Agreement for any reason,  except,  the benefits shall


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immediately  cease upon:  (i) a termination  for cause pursuant to Section 11 of
this  Agreement,  and (ii) upon the violation by the Executive of the provisions
of either Section 12 or 13 of this Agreement.

          7.  Expenses.   It  is  contemplated  that,  in  connection  with  his
employment  hereunder,  Executive  may be required to incur  reasonable  travel,
entertainment,  and other business expenses. In this regard,  Executive shall be
entitled to be reimbursed for (a)  membership  dues and costs related to social,
dining, and/or country clubs of his choosing up to a maximum of $50,000 annually
and (b) first-class  airfare and railroad expenses.  To the extent not otherwise
reimbursed  under  Section  6.3,  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, only upon: (i) submission by Executive to
the  Corporation of vouchers or expense  statements  evidencing the expenses for
which  reimbursement is sought;  and (ii) written approval of such expenses by a
member of the Compensation Committee of the Board of Directors.

          8.  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.

          9.  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


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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 Section 4 hereof  and the  benefits
provided  for in  Section  5  hereof  for two (2)  years  following  the date of
termination,  and shall  continue  to be  entitled  to any  benefits in which he
otherwise is vested  pursuant to this  Agreement,  including,  but not by way of
limitation,  the  Additional  Compensation  provided  for in  Section  5 hereof;
provided  that if Executive is receiving  payments  through a disability  policy
maintained by the Corporation (other than a group policy maintained on 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.

          10. 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 Section 4 hereof,  subject to the limits set forth
therein,  for two (2) years following the date of Executive's  death,  and shall
continue to be entitled to any benefits in which he otherwise is vested pursuant


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to this  Agreement,  including,  but not by way of  limitation,  the  Additional
Compensation  provided  for in Section 5 hereof;  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.

          11. Termination for Cause.

             11.1.  The  Corporation  shall  have  the  right to  terminate  the
employment of Executive hereunder for cause at any time if:

               11.1.1. 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

               11.1.2.  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

               11.1.3.  Executive  shall  fail or refuse to  perform  any of his
duties and  responsibilities  as required by, or shall  otherwise  breach,  this


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Agreement,  provided that termination of Executive's employment pursuant to this
Section 11.1.4 shall not constitute valid termination for cause unless Executive
shall first have  received  written  notice from the Board of  Directors  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.

               11.4.  In the event that the  employment  of  Executive  shall be
terminated  by the  Corporation  for cause  pursuant  to  Section  11.1  hereof,
Executive  shall be  entitled to receive  the salary  provided  for in Section 4
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
Section 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,
including,  but  not  by way  of  limitation,  any  obligations  for  Additional
Compensation  pursuant to Section 5. Nothing  contained in this Section 11 shall
constitute a waiver or release by the Corporation of 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 Section 11.



          12. Confidentiality; Injunctive Relief.

             12.1.  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,


                                      -19-
<PAGE>

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 President of the  Corporation,  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 Section
12.1 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).

             12.2. 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


                                      -20-
<PAGE>

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.

             12.3.   The  provisions  of  this  Section  12  shall  survive  the
termination or expiration of Executive's  employment hereunder,  irrespective of
the reason therefor, for a period of three (3) years.

          13. No Raid; Non-Compete.

             13.1.  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  though 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.

             13.2.  For a  period  of  three  (3)  years  after  the date of the
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


                                      -21-
<PAGE>

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  percent  (2%) of the  securities  of such  entity.
Notwithstanding the foregoing,  the restrictions imposed on Executive under this
paragraph 13.2 shall cease to apply:

               13.2.1.  Eighteen  (18) months  after the  scheduled  termination
(including any extension  thereof) of Executive's  employment  under paragraph 1
hereof; or

               13.2.2.  Twenty  four (24)  months  after:  (i) a majority of the
stock of the Company is sold; or (ii) a majority of the partnership interests in
Rose  Partners,  L.P.  is sold;  in each  event the term sold  means a sale to a
person or entity that is not related  (directly  or  indirectly)  to the selling
stockholders or the selling partners.

             13.3.   The  provisions  of  this  Section  13  shall  survive  the
termination or expiration of Executive's  employment hereunder,  irrespective of
the reason therefor.


          14. Injunctive Relief.

             14.1.  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 Sections 12 or 13 hereof,  in addition to any other remedies which


                                      -22-
<PAGE>

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.

             14.2.   The  provisions  of  this  Section  14  shall  survive  the
termination or expiration of Executive's  employment hereunder,  irrespective of
the reason therefor.

          15. 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.

          16. 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.

          17. Miscellaneous.

             17.1.  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


                                      -23-
<PAGE>

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.

             17.2. 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.

             17.3.  All  notices,   consents,   requests,   demands,  and  other
communications  hereunder shall be in writing and shall be delivered personally,
by  internationally  recognized  public  courier with confirmed  receipt,  e.g.,
Federal  Express  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.

             17.4.  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  (except  to his  heirs or
devisees), pledge, encumber, hypothecate, or otherwise dispose of this Agreement
or any of his rights  hereunder,  and any such attempt of assignment,  transfer,


                                      -24-
<PAGE>

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:

               17.4.1.  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

               17.4.2.  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.

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

             17.6. The Section headings of this Agreement are for convenience of
reference only and shall not limit or define the text thereof.

             17.7.  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.

                                      -25-
<PAGE>

             17.8.  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.

             17.9.  Any  dispute  regarding  this  Agreement  shall be  resolved
exclusively  by  arbitration  in New Jersey in  accordance  with the  Employment
Rules,  and under  the aegis 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 and provide for such repayment
in their award.



                                      -26-
<PAGE>



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

                                      Di GIORGIO CORPORATION

                                      By:      /s/ Robert A. Zorn
                                         ---------------------------------------
                                         Name:   Robert A. Zorn
                                         Title:      EVP



                                           /s/ Stephen R. Bokser
                                         ---------------------------------------
                                         STEPHEN R. BOKSER


Confirmed and Approved:


  /s/ Emil W. Solimine
  --------------------
EMIL W. SOLIMINE, Chairman of the
Compensation Committee of the
Board of Directors


                                      -27-