Exibit 10.19

                               SEVERANCE AGREEMENT



          THIS SEVERANCE AGREEMENT ("Agreement") is made as of December 31, 2004
between  DI GIORGIO  CORPORATION,  a Delaware  corporation,  with its  principal
office  located  at 380  Middlesex  Avenue,  Carteret,  New  Jersey  07008  (the
"Corporation"),  and  RICHARD  B.  NEFF,  with an  address  at 26 Poole  Avenue,
Avon-by-the-Sea, New Jersey 07717 (the "Executive").

                              W I T N E S S E T H:

          WHEREAS,  effective May 1, 1992,  the  Corporation  and the Executive,
among  others,  entered  into an  employment  agreement  pursuant  to which  the
Executive  agreed to serve the Corporation as Executive Vice President and Chief
Financial  Officer;  and such  agreement was amended  August 31, 1992 (the "1992
Agreement")  and effective  October 31, 1997 the 1992  Agreement was amended and
restated (the "1997 Agreement"),  and effective April 1, 2000 such agreement was
amended and restated in a Second Amended and Restated Employment  Agreement (the
"2000  Agreement").  In  November  2000,  the  Executive  was  elected  CEO  and
Co-Chairman of the Board of Directors;

          WHEREAS,  the  Corporation  and the Executive  desire to terminate the
Executive's  employment earlier than provided for in the 2000 Agreement,  on the
terms and conditions herein set forth:

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

          1. Continuation of Employment. Executive shall continue as an employee
through December 31, 2004,  pursuant to the terms of the 2000 Agreement,  except
as the same may be modified in this Agreement.

          2.  Term  and  Annual  Payment.  The  Corporation  agrees  to pay  the
Executive severance pay, 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.

               2.1 Executive's severance pay per annum shall be $50,000, payable
quarterly  in advance at the rate of $12,500  per  calendar  quarter  commencing
January 1, 2005 and on the first day of each calendar quarter  thereafter during
the five (5) year term unless terminated sooner as provided herein.

               2.2.  Upon a "Change of  Control"  as  hereinafter  defined,  the
periodic payments set forth in Section 2.1 shall cease.

               2.3.  For the  purpose of this  Agreement,  a "Change of Control"
shall mean:

                    2.3.1.  The  acquisition  by any person,  entity or "group",
within the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange
Act of  1934  (the  "Exchange  Act"),  (excluding,  for  this  purpose,  (A) the
Corporation  or its  subsidiaries,  or (B)  any  employee  benefit  plan  of the


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Corporation or its subsidiaries  which acquires  beneficial  ownership of voting
securities  of the  Corporation  [within the  meaning of Rule 13d-3  promulgated
under the Exchange Act]) of 50% or more of either the then outstanding shares of
common stock or the combined voting power of the Corporation's  then outstanding
voting securities entitled to vote generally in the election of directors; or

                    2.3.2.  Individuals  who, as of the date hereof,  constitute
the Board (the "Incumbent  Board") cease for any reason to constitute at least a
majority of the Board,  provided that any person becoming a director  subsequent
to  the  date  hereof  whose  election,   or  nomination  for  election  by  the
Corporation's shareholders, was approved by a vote of at least a majority of the
directors  then  comprising  the  Incumbent  Board  (other  than an  election or
nomination of an individual whose initial  assumption of office is in connection
with an actual or threatened  election  contest  relating to the election of the
Directors  of the  Corporation,  as  such  terms  are  used in  Rule  14a-11  of
Regulation  14A  promulgated  under the Exchange  Act) shall be, for purposes of
this Agreement,  considered as though such person were a member of the Incumbent
Board; or

                    2.3.3.  Approval by the  stockholders  of the Corporation of
(A) a reorganization, merger, consolidation, in each case, with respect to which
persons who were the  stockholders of the  Corporation  (directly or indirectly)
immediately  prior  to such  reorganization,  merger  or  consolidation  do not,
immediately  thereafter,  own  (directly  or  indirectly)  more  than 50% of the
combined voting power entitled to vote generally in the election of directors of


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the  reorganized,  merged or  consolidated  company's  then  outstanding  voting
securities,  or (B) a liquidation or  dissolution of the  Corporation or (C) the
sale of all or substantially all of the assets of the Corporation.

                    2.3.4. A sale or other transfer of the partnership interests
in Rose  Partners,  L.P.  so that  immediately  thereafter  more than 50% of the
combined  voting  power  entitled  to vote in the  election  of  director of the
Corporation  is held by  persons  other than  those who held such  voting  power
immediately prior to such sale or other transfer.

          3. Continued Benefits. At the Corporation's cost:

               3.1. Unless earlier  terminated as provided herein,  for the five
(5) year term, the Executive shall continue to be provided the use of the office
he currently occupies and a secretary of his choice.

               3.2.  Until  the  Executive  and his  spouse  reach  age 65,  the
Executive,  his spouse and his eligible children shall continue to be covered by
the Corporation's health insurance and medical reimbursement plans.

          4. Minimum Bonus for the Year Ended December 31, 2004. The Corporation
will pay the Executive,  on or before  December 31, 2004, 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.

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          5. Retirement Bonus for the Calendar Year 2004. The Corporation  shall
pay the Executive a discretionary  retirement bonus (the "Retirement Bonus") for
services rendered in the 2004 calendar year, up to December 31, 2004;  provided,
however,  that the Retirement  Bonus shall not be less than eighty (80%) percent
of the result of  multiplying  the  Executive's  2003 bonus of $440,000  times a
fraction: the numerator of which is the Corporation's EBITDA for the eleven (11)
accounting  periods  ended  November  20, 2004 and the  denominator  of which is
$40,109,000   (representing  the  Corporation's   EBITDA  for  the  eleven  (11)
accounting  periods ended November 22, 2003).  The  determination of the minimum
Retirement Bonus in accordance with the preceding formula (the "Minimum Amount")
shall be made as soon as  practicable  following the execution of this Agreement
by Ross, Anglim & Angelini, CPAs, whose decision shall be final and binding upon
all parties,  and the  Executive  shall be paid the Minimum  Amount on or before
December 31, 2004. To the extent,  if any, that the Retirement Bonus exceeds the
Minimum  Amount,  such excess amount shall be paid to the Executive on or before
March 31, 2005.

          6. The Di  Giorgio  Supplemental  Pension  Plan.  The  Executive  is a
participant  in  the  Di  Giorgio  Supplemental   Pension  Plan  ("Plan").   The
Corporation  agrees to amend the Plan as soon as reasonably  possible to provide
for a lump sum payment to the Executive of his entire balance.

          7. Legal and  Professional  Fees. The  Corporation  will reimburse the
Executive  for all legal and  professional  fees  incurred by the  Executive  in


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negotiating,  drafting and executing this  Agreement and  concurrent  agreements
between the Executive and (i) Las Plumas Partners,  L.P. and (ii) Rose Partners,
L.P.

          8. Confidentiality; Injunctive Relief.

               8.1.  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,
plans,  and  policies  which he has  heretofore  obtained  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 the period that he is
serving as Co-Chairman of the  Corporation's  Board of Directors and for one (1)
year  thereafter  (the  "Covenant  Period")  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 8.1 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


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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).

               8.2. 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
the Corporation's  business,  shall be the  Corporation's  property and shall be
delivered  to the  Corporation  on  request  by the  Board of  Directors  of the
Corporation.

          9. No Raid; Non-Compete.

               9.1.  Executive  agrees that until the expiration of the Covenant
Period  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.

               9.2.  Executive agrees that, until the expiration of the Covenant
Period,  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


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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.

          10.  Injunctive  Relief.  Executive  acknowledges  that  the  services
rendered by him were 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  8 or 9 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.

          11. 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.

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          12. 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.

          13. Miscellaneous.

               13.1.  This  Agreement  cancels and  supersedes any and all prior
agreements  and  understandings   between  the  parties  hereto  respecting  the
employment of and  severance of  employment of the Executive by the  Corporation
and constitutes the complete  understanding  between the parties with respect to
the  employment of and severance of  employment of the 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.

               13.2.  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.

               13.3.  All  notices,  consents,   requests,  demands,  and  other
communications  hereunder shall be in writing and shall be delivered personally,
by  Federal  Express  or other  prepaid,  internationally  recognized  receipted
overnight or courier  service,  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


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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.

                           13.4. 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, except for
transfer to his heirs or personal representative, the 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.

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

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

               13.7. 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.

               13.8. This Agreement may be executed in two or more  counterparts
and by fax,  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.
Delivery of a signed counterpart by fax shall constitute sufficient delivery.

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               13.9.  Any dispute  regarding  this  Agreement  shall be resolved
exclusively by arbitration in New Jersey in accordance with the employment rules
of, 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  in  their  award  for such
reimbursement.

                    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       12/30/04
                             --------------------------------------------------
                                  Name: Robert A. Zorn, EVP




                                  /s/ Richard B. Neff      12/29/04
                              -------------------------------------------------
                              RICHARD B. NEFF


Confirmed and Approved:



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

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