700 Dibblee Drive
Garden City, New York


                  AGREEMENT TO ASSIGN GROUND LEASE AND SUBLEASE


                  THIS AGREEMENT,  made as of this 28th day of November 1997, by
and between WALDBAUM,  INC., a New York  corporation,  with offices at 2 Paragon
Drive,  Montvale,  New Jersey  07645  (hereinafter  called  "Assignor"),  and Di
GIORGIO CORPORATION, a Delaware corporation,  having its principal office at 380
Middlesex Avenue, Carteret, New Jersey 07008 (hereinafter called "Assignee"),

                               W I T N E S S E T H

                  WHEREAS,  United States Steel and Carnegie Pension Fund, Inc.,
as Trustee under  Agreement  dated as of August 31, 1950 for United States Steel
Corporation  NonContributory  Pension Plan and United  States Steel and Carnegie
Pension Fund, Inc., as Trustee under Agreement dated as of February 15, 1951 for
United States Steel  Corporation  Contributory  Pension  Plan, as Landlord,  and
Waldbaum in Roosevelt  Field,  Inc.,  as Tenant,  entered into a certain  ground
lease dated  October 24, 1963 and  recorded in the Office of the Clerk of Nassau
County,  New York on October 25, 1963 in Deed Book 7219, at Page 231, as amended
by agreement  dated December 18, 1963 and recorded in the Office of the Clerk of
Nassau  County,  New York on  October  8,  1964 in Deed Book  7324,  at Page 409
(hereinafter  collectively  called the "Ground Lease") covering certain Premises
(as  defined  in the  Ground  Lease)  in  Hempstead,  Nassau  County,  New  York
designated as Section 44, Block 72, Lot 6 and 7 on the Land Map of Nassau County
and commonly  known as 700 Dibblee  Drive,  Garden City,  New York,  all as more
particularly described in the Ground Lease; and

                  WHEREAS,  Assignor  succeeded  to the  interest of Waldbaum in
Roosevelt Field, Inc.  pursuant to a certain  assignment dated December 17, 1976
recorded on December 23, 1976 in the Office of the Clerk of Nassau  County,  New
York in Deed Book 9009, at Page 367; and

                  WHEREAS,  Assignor,  as Landlord,  and Sysco  Corporation,  as
Tenant,  entered  into a certain  sublease  dated  July 19,  1973  covering  the
Premises  which sublease was amended and  supplemented  by Amendment No. 1 dated
December 16,  1976,  a memorandum  of which was recorded on December 23, 1976 in
Deed Book 9009,  at Page 369,  Agreement  dated  December  16, 1976 by and among
Sysco  Corporation,  Assignor and New York Life  Insurance  Company  recorded on
December 23, 1976 in Deed Book 9009, at Page 376, Agreement dated August 3, 1992
by and among New York Life Insurance Company, WRGFF Associates, L.P., White Rose
Frozen Food, Inc., Assignor, and Sysco Corporation recorded in Liber 14807, Page
873 (the "1992  Agreement") and Certification And Agreement dated August 3, 1992
by and among Assignor, Sysco Corporation, WRGFF Associates, L.P., and White Rose
Frozen  Food,  Inc.  recorded  in Liber  10265,  Page 625 (the  "Certification")
(hereinafter collectively called the "Sublease" or "First Sublease"); and

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<PAGE>



                  WHEREAS,   Sysco  Corporation,   as  Sublandlord,   and  WRGFF
Associates,  L.P., as Subtenant, entered into a certain sublease dated August 3,
1992, a memorandum of which was recorded in Liber 10265,  Page 611  (hereinafter
called the "Second Sublease") covering the Premises; and

                  WHEREAS,  WRGFF  Associates,  L.P., as Sublandlord,  and White
Rose Frozen Food, Inc. ("White Rose"), as Subtenant, entered into a Sub-Sublease
dated August 3, 1992, a  memorandum  of which was recorded in Liber 10265,  Page
597 (hereinafter called the "Third Sublease") covering the Premises; and

                  WHEREAS,  DIG Holding Corp.  ("DIG"),  Assignee and White Rose
("WRF")  guaranteed the  obligations  of the Second  Sublease and Third Sublease
pursuant to certain guaranties dated August 3, 1992; and

                  WHEREAS,  DIG,  WRF and  White  Rose  have  been  merged  into
Assignee, which is under common control with WRGFF Associates, L.P.; and

                  WHEREAS,   New  York  Life  Insurance   Company,  a  New  York
corporation,  is  the  holder  of  a  certain  Consolidation,  Modification  and
Extension  Agreement executed and delivered by Assignor dated December 17, 1976,
recorded on December 23, 1976 in the County Clerk's Office,  Nassau County,  New
York in Mortgage Book 9784,  at Page 493 and the notes and  mortgages  described
therein  together with  Assignment  dated  December 17, 1976 with respect to the
First  Sublease,  Assignment  dated  August 3, 1992 with  respect  to the Second
Sublease and Third Sublease and certain other  documents  executed and delivered
in connection with the execution and delivery of the mortgage (being hereinafter
collectively referred to as the "Leasehold Mortgage"); and

                  WHEREAS, Assignor desires to assign the Ground Lease and First
Sublease and Assignee  desires to take assignments of the Ground Lease and First
Sublease upon the terms and conditions provided for in this Agreement,

                  NOW,  THEREFORE,  the parties hereto in  consideration  of the
mutual  promises and  covenants  herein  contained  and  intending to be legally
bound, do hereby agree as follows:

                  1. Assignment of Ground Lease and First  Sublease.  The Ground
Lease shall be assigned to Assignee by execution  of a Ground  Lease  Assignment
and Assumption Agreement in the form of Exhibit "A" attached hereto (hereinafter
called the "Ground Lease Assignment") to be executed by the parties effective as
of the Closing Date.  Assignee  shall accept the Premises on the Closing Date in
its then "AS IS"  condition  and Assignor  shall have no  obligation to make any
repairs or replacements  to the Premises.  The Ground Lease is being assigned to
Assignee subject to:


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                  (a) The lien of the Leasehold  Mortgage  which  Assignor shall
                  continue to be responsible to pay pursuant to Article 2 below;

                  (b) Agreement  dated September 18, 1980 recorded in the Office
                  of the Clerk of Nassau County,  New York on August 10, 1981 in
                  Deed Book 9358, at Page 249 (hereinafter  called the "Adjacent
                  Well Restrictions Agreement"); and

                  (c) the First  Sublease,  the  Second  Sublease  and the Third
                  Sublease (collectively called the "Subleases").

The First  Sublease  shall be assigned to  Assignee by  execution  of a Sublease
Assignment and Assumption  Agreement in the form of Exhibit "B" attached  hereto
(hereinafter called the "Sublease  Assignment  Agreement") to be executed by the
parties effective as of the Closing Date.

Assignee shall, at Closing, assume all of Assignor's obligations and liabilities
under the Ground Lease and under the First Sublease pursuant to the Ground Lease
Assignment and Sublease Assignment Agreement.

The provisions of this Article 1 shall survive Closing.

                  2.  Leasehold  Mortgage.  Assignor  will  continue  to pay the
interest and principal payments under the Leasehold Mortgage out of the interest
payments  to be paid by Assignee to  Assignor  under the  Promissory  Note to be
delivered  as part of the  Purchase  Price as  provided  for in Article 3 below.
Assignor  shall  have the right to pay off the  Leasehold  Mortgage  before  the
Maturity  Date (as defined in the  Promissory  Note).  Assignor may also, at its
option,  take an assignment of the Leasehold Mortgage rather than a satisfaction
of the Leasehold  Mortgage if it pays off the mortgage before the Maturity Date.
Assignee hereby acknowledges that the Leasehold Mortgage cannot be prepaid prior
to February 10, 1998. In the event that the  Leasehold  Mortgage is not paid and
discharged prior to the date which is the later of (a) the Maturity Date, or (b)
February 10, 1998,  then Assignee may  thereafter  use a portion of the proceeds
from the Promissory Note to pay off and discharge the Leasehold  Mortgage on the
Maturity Date.

                  3.       Purchase Price.

                  A. As and for the purchase price (the "Purchase Price") of the
Assignor's  leasehold interests in the Premises,  Assignee shall pay to Assignor
the sum of Nine Million and 00/100 ($9,000,000.00) Dollars payable as follows:

                           (1) One Million  Eight  Hundred  Thousand  and 00/100
                  ($1,800,000.00)  Dollars to be paid by Assignee to Assignor at
                  Closing by check (or checks),  subject to  collection or other
                  transfer of funds as Assignor shall accept; and

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                           (2) Seven  Million  Two Hundred  Thousand  and 00/100
                  ($7,200,000.00)  Dollars  payable  under a certain  promissory
                  note  (the  "Promissory  Note")  in the  form of  Exhibit  "C"
                  attached  hereto  bearing  interest at the rate of six and 2/3
                  percent (6 2/3%) per annum, with interest (only) in advance to
                  be paid in equal monthly installments of Forty Thousand Twenty
                  and 00/100 ($40,020.00) Dollars commencing on December 1, 1997
                  and on the first day of each and every month  thereafter until
                  the Maturity Date with the unpaid balance of the principal and
                  interest to be due and payable on the Maturity Date.

                  4.  Broker.  Each party  represents  and warrants to the other
party that it has dealt with no broker or other  person  entitled  to claim fees
for any services in connection with the  negotiation,  execution and delivery of
this Agreement.  Each party agrees to defend, indemnify and hold the other party
harmless  from and against any and all claims for finder's  fees or brokerage or
other commission which may at any time be asserted against the indemnified party
founded upon a claim that the substance of the aforesaid  representation  of the
indemnifying party is untrue,  together with any and all losses,  damages, costs
and expenses (including  reasonable  attorneys' fees) relating to such claims or
arising  therefrom or incurred by the  indemnified  party in connection with the
enforcement of this indemnification  provision. The provisions of this Article 4
shall survive Closing.

                  5. Representations,  Warranties and Agreements of Assignor. As
a material inducement to Assignee to enter into this Agreement and to proceed to
the Closing hereunder,  Assignor makes to Assignee the following representations
and warranties which shall be true and correct on the Closing Date:

                  A. Assignor is a  corporation  duly  incorporated  and in good
standing  under the laws of the State of New York,  with the power and authority
to carry on the business in which it is engaged.

                  B.  Assignor  is  duly  authorized,  in  accordance  with  its
Certificate  of  Incorporation  and  By-Laws,  to  enter  into and  perform  its
obligations under this Agreement and to carry out the transactions  contemplated
hereby.

                  C. The Ground Lease is in full force, Assignor has received no
notice of default from the ground  lessor under the Ground  Lease,  the rent and
all other charges accrued under the Ground Lease have been paid through November
30, 1997 (or will be paid by Assignor through November 30, 1997) and to the best
knowledge and belief of Assignor,  no event has occurred which, with the passage
of time or the giving of notice,  would  constitute  a default  by  Assignor  as
tenant under the Ground Lease. The Ground Lease has not been modified or amended
except as set forth above.  Assignor continues to be the tenant under the Ground
Lease and Assignor has made no prior  assignments of such interest except to the
holder of the Leasehold Mortgage.


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<PAGE>



                  D. The First Sublease is in full force,  Assignor has received
no notice of default from the  Subtenant  under the First  Sublease,  and to the
best  knowledge and belief of Assignor,  no event has occurred  which,  with the
passage of time or the giving of notice,  would constitute a default by Assignor
as  sublandlord  under the First  Sublease  and the First  Sublease has not been
modified or amended  except as set forth above and Assignor  continues to be the
sublandlord  under the First Sublease and Assignor has made no prior assignments
of its interests except to the holder of the Leasehold Mortgage.

                  6. Representations Warranties and Agreements of Assignee. As a
material  inducement to Assignor to enter into this  Agreement and to proceed to
Closing hereunder,  Assignee makes the following  representations and warranties
to and with Assignor which shall be true and correct on the Closing Date.

                  A. Assignee is a  corporation  duly  incorporated  and in good
standing  under the laws of the State of Delaware,  with the power and authority
to carry on the business in which it is engaged.

                  B.  Assignee has all requisite  corporate  power and authority
and is fully  authorized  to enter into and perform its  obligations  under this
Agreement and to carry out the transaction contemplated hereby.

                  7. Closing.  Closing of this transaction shall, subject to the
terms of this  Agreement,  take  place at the  office of  Beattie  Padovano,  50
Chestnut Ridge Road,  Montvale,  New Jersey 07645 on or as of November 28, 1997,
which  is  hereinabove  or  hereinafter  referred  to as the  "Closing  Date" or
"Closing."

                  8.  Deliveries  by Assignor at Closing.  At Closing,  Assignor
will deliver or cause to be delivered to Assignee the following:

                                                                               
                                                                               
                  A. Duly  executed,  witnessed  and  acknowledged  Ground Lease
Assignment in the form of Exhibit A;

                  B.  Duly  executed,   witnessed  and   acknowledged   Sublease
Assignment Agreement in the form of Exhibit B;

                  C. Duly executed  Closing  Statement as set forth on Exhibit D
attached --------- hereto;

                  D. A copy of the  resolution  of the  Board  of  Directors  of
Assignor  authorizing  the  approval,  execution and delivery to Assignor of all
documents  required  hereunder  and a  certification  by the  Secretary or other
officer of Assignee  certifying  such  resolution  together  with an  incumbency
certificate;


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<PAGE>



                  E.  Such  other and  further  documents  as may be  reasonably
required  by the  terms of this  Agreement  or may be  reasonably  necessary  or
incidental to consummating the transactions contemplated hereby.

                  9.  Deliveries  by Assignee at Closing.  At Closing,  Assignee
will deliver or cause to be delivered to Assignor the following:

                  A. Duly  executed,  witnessed  and  acknowledged  Ground Lease
Assignment in the form of Exhibit A;

                  B.  Duly  executed,   witnessed  and   acknowledged   Sublease
Assignment Agreement in the form of Exhibit B;

                  C. An amount equal to One Million Eight  Hundred  Thousand and
00/100  ($1,800,000.00)  Dollars  representing the portion of the Purchase Price
due at Closing;

                  D. A copy of the  resolution  of the  Board  of  Directors  of
Assignee  authorizing  the  approval,  execution and delivery to Assignor of all
documents  required  hereunder  and a  certification  by the  Secretary or other
officer of Assignee  certifying  such  resolution  together  with an  incumbency
certificate;

                  E. A duly executed and witnessed  Promissory  Note in the form
of Exhibit C, as provided for in Section 3A(2) hereof;

                  F. Duly executed  Closing  Statement as set forth on Exhibit D
attached --------- hereto;

                  G.  Such  other and  further  documents  as may be  reasonably
required  by the  terms of this  Agreement  or may be  reasonably  necessary  or
incidental to consummating the transactions contemplated hereby.

                  10.      Assumption of Certain Liabilities of Assignor.

                  A.  Assignee  shall,  at  Closing,  assume  all of  Assignor's
obligations and  liabilities  accruing under the Ground Lease from and after the
Closing  pursuant to the Ground Lease  Assignment.  Assignee  shall, at Closing,
assume all of Assignor's obligations and liabilities accruing under the Sublease
from and after the Closing pursuant to the Sublease Assignment Agreement.

                  B.  Assignee  shall pay all sales,  transfer,  use and similar
taxes if and to the extent the same may be applied to the assignment by Assignor
to Assignee of the Ground Lease and/or Sublease or otherwise to the transactions
evidenced  hereby or any incident  thereof to the appropriate  taxing  authority
including, without limitation, the New York Real Property Transfer

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<PAGE>



Tax.  Assignee agrees to defend,  indemnify and hold harmless  Assignor from and
against any and all losses,  damages,  costs and expenses,  including reasonable
attorneys'  fees,  suffered by Assignor by reason of or arising from  Assignee's
failure to comply with the provisions of this Section.

                  C. The provisions of this Article 10 shall survive Closing.

                  11.  Apportionments.  Assignor  and  Assignee  agree  that the
apportionments  for this  transaction  shall be made as set forth on the Closing
Statement  attached  hereto as Exhibit D. In addition,  the rent and  additional
rent under the Ground Lease and Sublease  shall be apportioned as of the Closing
Date. The additional rent payable under the Ground Lease is a pass through under
the Sublease.  Assignee's  affiliates are in occupancy under  sub-subleases  and
ultimately responsible for all additional rent. As a result, any additional rent
charges  which  become due and payable for the period up to the Closing  will be
paid by Assignee or its affiliates upon demand by Assignor.

                  12. Further  Assurances.  Assignor and Assignee each agrees to
execute and deliver all other instruments and take all other action as the other
party may  reasonably  request from time to time,  before or after  Closing,  in
order to effectuate the  transactions  provided for herein,  including,  without
limitation,  the  execution  of any  necessary  transfer  tax  returns  or other
necessary documents.

                  13.      Notices.

                  A. All  notices,  requests,  demands and other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
mailed by  registered or certified  mail with postage  prepaid,  return  receipt
requested,  or deposited,  prepaid, with an overnight delivery service addressed
as follows:

         (a)  If to Assignor, to: The Great Atlantic & Pacific Tea Company, Inc.
                                  2 Paragon Drive
                                  Montvale, New Jersey 07645
                                  Attn.: Robert G. Ulrich, Esq.
                                         Sr. Vice President, General Counsel

                                  The Great Atlantic & Pacific Tea Company, Inc.
                                  90 Delaware Avenue
                                  Paterson, New Jersey 07503-1804
                                  Attn.: Richard J. Scola, Esq.
                                         Corporate Vice President, 
                                         Assistant General Counsel 
                                         and Assistant Secretary


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<PAGE>



                  with a copy to: Martin W. Kafafian, Esq.
                                  Beattie Padovano
                                  50 Chestnut Ridge Road
                                  P.O. Box 244
                                  Montvale, New Jersey 07645-0244


         (b)  If to Assignee, to: Di Giorgio Corporation
                                  380 Middlesex Avenue
                                  Carteret, New Jersey 07008
                                  Attn.: Richard B. Neff
                                         Executive Vice President/
                                         Chief Financial Officer

                  with a copy to: Margaret F. Black, Esq.
                                  Sills, Cummis, Zuckerman, Radin,
                                  Tischman, Epstein & Gross, P.A.
                                  1 Riverfront Plaza
                                  Newark, New Jersey 07102

or to such other  addresses  as shall be furnished in writing by either party to
the other.

                  B. Any  notice  or other  communication  delivered  or sent in
accordance  with the  provisions  of this  Article  shall be deemed to have been
properly given or served on the day of delivery, if delivered by hand or courier
service,  or, if mailed, on the date of receipt or rejection as evidenced by the
green receipt  card,  if deposited in the United  States mail  addressed to such
party  by  registered  or  certified  mail,  postage  prepaid,   return  receipt
requested.

                  14.      Miscellaneous.

                  A.  This  writing  constitutes  the  entire  agreement  of the
parties  with  respect to the  subject  matter  hereof and may not be  modified,
amended or terminated  except by a written agreement  specifically  referring to
this Agreement signed by Assignor and Assignee.

                  B.  Except  as  otherwise   expressly  provided  herein,  this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective heirs,  executors,  administrators,  legal representatives,
successors and permitted assigns.

                  C.  The  paragraph  headings  contained  herein  are  for  the
purposes  of  convenience  only and are not  intended  to  define  or limit  the
contents of said paragraph.

                  D. The Exhibits referred to in this Agreement are deemed to be
annexed to this Agreement and made a part hereof as though set forth in the body
of this Agreement.


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                  E.  This  Agreement  shall be  governed  by and  construed  in
accordance with the law of the State in which the Premises is located.

                  F.  This   Agreement   may  be   executed  in  any  number  of
counterparts, each of which shall be deemed to be one and the same instrument.

                  G.  Assignee  hereby  acknowledges  receipt  of a copy  of the
Ground Lease, Sublease and Leasehold Mortgage.

                  15. Survival. Notwithstanding any presumption to the contrary,
all covenants, conditions and representations contained in this Agreement, which
by their nature, impliedly or expressly, involve performance, in any particular,
after Closing, or which cannot be ascertained to have been fully performed until
after Closing,  shall survive  Closing.  This provision shall be effective as to
all such covenants,  conditions and representations,  notwithstanding that as to
some of them, it may be expressly stated that they survive.

                  16.   Assignment.   This   Agreement   may  not  be  assigned,
transferred  or  conveyed  by  Assignee  without  the prior  written  consent of
Assignor.

                  17. No Warranties  or  Representations  by Assignor.  Assignee
acknowledges  and agrees that,  except as expressly set forth in this Agreement,
neither  Assignor  nor any agent or  representative  of Assignor  has made,  and
Assignor is not liable or responsible  for or bound in any manner by any express
or implied  representations,  warranties,  covenants,  agreements,  obligations,
guarantees,  statements,  information or inducements pertaining to the Premises,
the Ground Lease,  Sublease or any part hereof, the title and physical condition
thereof, the quantity, character, fitness and quality thereof,  merchantability,
fitness for particular purpose,  the income,  expenses or operation thereof, the
value and profitability thereof, the uses which can be made thereof or any other
matter or thing whatsoever with respect thereto. Assignee acknowledges,  agrees,
represents  and  warrants  that  it has  had  the  opportunity  and  has in fact
inspected the Premises,  that its  predecessors  and/or  affiliates have been in
possession of the Premises  pursuant to the Second  Sublease and Third  Sublease
and that it has had access to  information  and data  relating to all of same as
Assignee has  considered  necessary,  prudent,  appropriate or desirable for the
purposes of this transaction and, without limiting the foregoing,  that Assignee
and/or  Assignee's  agents and  representatives  have  independently  inspected,
examined, analyzed and appraised all of same, including the condition, value and
profitability thereof. Without limiting the foregoing, Assignee acknowledges and
agrees that,  except as expressly set forth in this  Agreement,  Assignor is not
liable or responsible  for or bound in any manner by (and Assignee has no relief
upon) any verbal or written or supplied guarantees,  statements,  information or
inducements  pertaining to the Premises or any part hereof,  such  condition and
such  operation  and any  other  information  respecting  same  furnished  by or
obtained  from  Assignor or any agent or  representative  of  Assignor.  Without
limiting  the  foregoing,  Assignor  acknowledges  and agrees  that  Assignee is
accepting  an  assignment  of the Ground  Lease for the  Premises in its "AS IS"
condition.

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<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the day and year first above written.

WITNESS:                                    WALDBAUM, INC.

                                            By:
                                                Vice President


WITNESS:                                    Di GIORGIO CORPORATION


                                            By:
                                            Title:


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<PAGE>



700 Dibblee Drive
Garden City, New York

                                   EXHIBIT "A"


                GROUND LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT


         WALDBAUM,  INC.,  a New York  corporation,  having  an  address  at Two
Paragon Drive, Montvale,  New Jersey 07645 (hereinafter called "Assignor"),  for
good  and  valuable  consideration  to  Assignor  in  hand  paid  by Di  GIORGIO
CORPORATION,  a  Delaware  corporation,  having  its  principal  office  at  380
Middlesex Avenue,  Carteret,  New Jersey 07008 (hereinafter  called "Assignee"),
the  receipt  and  sufficiency  of  which  are  hereby   acknowledged,   and  in
consideration  of the agreements and  undertakings  of Assignee  hereinafter set
forth, has granted,  conveyed,  transferred and assigned,  and by these presents
does  grant,  convey,  transfer  and  assign  unto  the  said  Assignee,  all of
Assignor's  leasehold  estate and rights,  title and interest under that certain
ground  lease dated  October 24, 1963 between  United  States Steel and Carnegie
Pension Fund,  Inc., as Trustee under  Agreement dated as of August 31, 1950 for
United States Steel Corporation  Non-Contributory Pension Plan and United States
Steel and Carnegie  Pension Fund,  Inc., as Trustee under  Agreement dated as of
February 15, 1951 for United States Steel Corporation Contributory Pension Plan,
as  Landlord,  and  Assignor as  successor  in interest to Waldbaum in Roosevelt
Field, Inc., as Tenant, pursuant to a certain assignment dated December 17, 1976
recorded on December 23, 1976 in the Office of the Clerk of Nassau  County,  New
York in Deed Book 9009,  at Page 367,  which lease was recorded in the Office of
the Clerk of Nassau  County,  New York on October 25, 1963 in Deed Book 7219, at
Page 231, as amended by  agreement  dated  December 18, 1963 and recorded in the
Office of the Clerk of Nassau  County,  New York on October 8, 1964 in Deed Book
7324, at Page 409 (hereinafter  collectively called the "Ground Lease") covering
certain  Premises (as defined in the Ground Lease) in Hempstead,  Nassau County,
New York  designated  as  Section  44,  Block 72, Lot 6 and 7 on the Land Map of
Nassau County and commonly  known as 700 Dibblee  Drive,  Garden City, New York,
all as more particularly described in the Ground Lease,

         TOGETHER WITH all of Assignor's right, title and interest in and to the
Premises,

         TO HAVE AND TO HOLD unto said  Assignee said  leasehold  estate and all
the aforesaid  rights,  title and interests.  Assignor  warrants that it holds a
good leasehold estate in the Premises.

         Assignee  hereby  assumes  and agrees to perform  and  observe  all the
undertakings,  obligations  and  covenants to be performed or observed  from and
after  this date by the  lessee or tenant  under the  Ground  Lease,  including,
without  limiting  the  generality  of the  foregoing,  the payment of all rent,
insurance, real estate taxes, impositions and additional rent, if any, to accrue
or become due from and after this date under the Ground Lease.  Assignee accepts
the terms and  conditions  of the Ground  Lease and further  agrees to indemnify
Assignor and hold Assignor

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                                      - 1 -

<PAGE>



harmless  with  respect  to  any  expense  or  liability,   including,   without
limitation, court costs and reasonable attorneys' fees, which Assignor may incur
as a result of a breach or default by  Assignee of its  covenants  herein and in
connection with the enforcement of this indemnity.

         This  instrument  is subject to Section 13 of the Lien Law of the State
of New York.

         Dated as of the 28th day of November, 1997.

WITNESS:                                    WALDBAUM, INC.


                                            BY:
                                               Vice President


WITNESS:                                    Di GIORGIO CORPORATION


                                            By:
                                            Title:


                                                                        11-21-97
65215_3\097856
                                      - 2 -

<PAGE>




STATE OF                            )
                                    ) SS:
COUNTY OF                           )

         ON THIS day of , 19 , before me,  the  subscriber,  personally  -------
-----------------------------------  -----  came to me known,  who,  being by me
duly sworn, did depose ----------------------------------------------------- and
say that he resides at ,  ----------------------------------------------  , that
he is the President of WALDBAUM,  INC., the  corporation  described in and which
executed the within instrument; that he knows the seal of said corporation; that
the seal  affixed to said  instrument  is such  corporate  seal;  that it was so
affixed  by order of the  Board of  Directors  of said  corporation  and that he
signed his name thereto by like order.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year aforesaid.


                                                              Notary Public



STATE OF                            )
                                    ) SS:
COUNTY OF                           )

         ON THIS day of , 19 , before me,  the  subscriber,  personally  -------
-----------------------------------  -----  came to me known,  who,  being by me
duly sworn, did depose ----------------------------------------------------- and
say            that            he             resides            at            ,
-----------------------------------------------------------------  ,  that he is
the President of Di GIORGIO CORPORATION,  the corporation described in and which
executed the within instrument; that he knows the seal of said corporation; that
the seal  affixed to said  instrument  is such  corporate  seal;  that it was so
affixed  by order of the  Board of  Directors  of said  corporation  and that he
signed his name thereto by like order.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year aforesaid.


                                                              Notary Public

                                                                        11-21-97
65215_3\097856
                                      - 3 -

<PAGE>



700 Dibblee Drive
Garden City, New York

                                   EXHIBIT "B"


                  SUBLEASE ASSIGNMENT AND ASSUMPTION AGREEMENT


         WALDBAUM,  INC.,  a New York  corporation,  having  an  address  at Two
Paragon Drive, Montvale,  New Jersey 07645 (hereinafter called "Assignor"),  for
good  and  valuable  consideration  to  Assignor  in  hand  paid  by Di  GIORGIO
CORPORATION,  a  Delaware  corporation,  having  its  principal  office  at  380
Middlesex Avenue,  Carteret,  New Jersey 07008 (hereinafter  called "Assignee"),
the  receipt  and  sufficiency  of  which  are  hereby   acknowledged,   and  in
consideration  of the agreements and  undertakings  of Assignee  hereinafter set
forth, has granted,  conveyed,  transferred and assigned,  and by these presents
does  grant,  convey,  transfer  and  assign  unto  the  said  Assignee,  all of
Assignor's subleasehold estate and rights, title and interest under that certain
sublease  dated  July  19,  1973  between  Assignor,  as  Landlord,   and  Sysco
Corporation, as Tenant, which sublease was amended and supplemented by Amendment
No. 1 dated  December 16,  1976, a memorandum  of which was recorded on December
23, 1976 in Deed Book 9009, at Page 369,  Agreement  dated  December 16, 1976 by
and  among  Sysco  Corporation,  Assignor  and New York Life  Insurance  Company
recorded on December 23, 1976 in Deed Book 9009,  at Page 376,  Agreement  dated
August 3, 1992 by and among New York Life Insurance  Company,  WRGFF Associates,
L.P., White Rose Frozen Food, Inc., Assignor,  and Sysco Corporation recorded in
Liber 14807,  Page 873 and  Certification  And Agreement dated August 3, 1992 by
and among Assignor,  Sysco Corporation,  WRGFF Associates,  L.P., and White Rose
Frozen Food, Inc.  recorded in Liber 10265,  Page 625 (hereinafter  collectively
called the "Sublease")  covering certain  premises in Hempstead,  Nassau County,
New York  designated  as  Section  44,  Block 72, Lot 6 and 7 on the Land Map of
Nassau County and commonly  known as 700 Dibblee  Drive,  Garden City, New York,
all as more  particularly  described  in the  Sublease  (hereinafter  called the
"Demised Premises"),

         TO HAVE AND TO HOLD unto said  Assignee  all of the  aforesaid  rights,
title and interest.

         Assignee  hereby  assumes  and agrees to perform  and  observe  all the
undertakings,  obligations  and  covenants to be performed or observed  from and
after this date by the landlord or  sublandlord  under the Sublease to accrue or
become due from and after this date under the  Sublease.  Assignee  accepts  the
terms and  conditions of the Sublease and further  agrees to indemnify  Assignor
and hold Assignor harmless with respect to any expense or liability,  including,
without limitation,  court costs and reasonable  attorneys' fees, which Assignor
may incur as a result of a breach or default by Assignee of its covenants herein
and in connection with the enforcement of this indemnity.


                                                                        11-21-97
65215_3\097856
                                      - 1 -

<PAGE>



         This  instrument  is subject to Section 13 of the Lien Law of the State
of New York.

         Dated as of the 28th day of November, 1997.

WITNESS:                                    WALDBAUM, INC.


                                            BY:
                                                                  Vice President


WITNESS:                                    Di GIORGIO CORPORATION


                                            By:
                                            Title:



                                                                        11-21-97
65215_3\097856
                                      - 2 -

<PAGE>



STATE OF                            )
                                    ) SS:
COUNTY OF                           )

         ON THIS day of , 19 , before me,  the  subscriber,  personally  -------
-----------------------------------  -----  came to me known,  who,  being by me
duly sworn, did depose ----------------------------------------------------- and
say            that            he             resides            at            ,
-----------------------------------------------------------------  ,  that he is
the President of WALDBAUM, INC., the corporation described in and which executed
the within instrument; that he knows the seal of said corporation; that the seal
affixed to said  instrument is such  corporate  seal;  that it was so affixed by
order of the Board of Directors of said  corporation and that he signed his name
thereto by like order.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year aforesaid.


                                                              Notary Public



STATE OF                            )
                                    ) SS:
COUNTY OF                           )

         ON THIS day of , 19 , before me,  the  subscriber,  personally  -------
-----------------------------------  -----  came to me known,  who,  being by me
duly sworn,  did depose  ----------------------------------------------  and say
that he resides at ,  --------------------------------------------------  , that
he is the President of Di GIORGIO CORPORATION,  the corporation described in and
which  executed  the  within  instrument;   that  he  knows  the  seal  of  said
corporation;  that the seal affixed to said  instrument is such corporate  seal;
that it was so affixed by order of the Board of  Directors  of said  corporation
and that he signed his name thereto by like order.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year aforesaid.


                                                              Notary Public

                                                                        11-21-97
65215_3\097856
                                      - 3 -