AGREEMENT OF LEASE


         Agreement of Lease,  made this 19th day of February,  1998,  between FR
ACQUISITIONS, INC., a Maryland corporation, party of the first part, hereinafter
referred to as Owner, and DI GIORGIO CORPORATION, a Delaware corporation,  party
of the second part, hereinafter referred to as Tenant.

                                   WITNESSETH:

         Owner hereby leases to Tenant and Tenant hereby hires from Owner all of
the  land,  property  and  improvements,  known as and by the  following  street
address,  700 Dibblee  Drive,  Garden City,  New York,  in the County of Nassau,
State of New  York,  for the term of two (2) years  (or  until  such term  shall
sooner cease and expire as hereinafter provided) to commence on the ________ day
of   __________________,   1998,   and  to  end   on  the   __________   day  of
_______________, 20___ and both dates inclusive, at an annual rental rate of ONE
MILLION  FIVE  HUNDRED  TWENTY-FIVE  THOUSAND  FIVE  HUNDRED  DOLLARS and 00/100
($1,525,500.00)  which Tenant agrees to pay in lawful money of the United States
which  shall be legal  tender in  payment  of all debts  and  dues,  public  and
private, at the time of payment, in equal monthly installments in advance on the
first day of each month  during said term,  at the office of Owner or such other
place as Owner  may  designate,  without  any set off or  deduction  whatsoever,
except that Tenant shall pay the first monthly  installment on the  commencement
date.

         The  parties  hereto,  for  themselves,   their  heirs,   distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:

         1.       RENT

                  Tenant  shall  pay  the  rent  as  above  and  as  hereinafter
provided.

         2.       OCCUPANCY

                  Tenant shall use and occupy demised  premises for  warehousing
and  distributing  products that are not hazardous  materials (as defined in the
annexed Rider) with appurtenant offices (including computer room) and/or for all
other  purposes  which are  lawful and in  compliance  with the  certificate  of
occupancy for the demised  premises  provided such use is in accordance with the
certificate of occupancy for the building, if any, and for no other purpose.

         3.       ALTERATIONS - See Rider

                  If any mechanic's lien is filed against the demised  premises,
or the  building of which the same forms a part,  for work  claimed to have been
done for, or materials  furnished  to,  Tenant,  whether or not done pursuant to
this  Article,  the same shall be  discharged  by Tenant within thirty (30) days
thereafter,  at Tenant's expense,  by payment or filing the bond required by law
or  otherwise.  All fixtures  and all  paneling,  partitions,  railings and like
installations, installed


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in the  premises at any time,  either by Tenant or by Owner on Tenant's  behalf,
shall, upon installation, become the property of Owner and shall remain upon and
be  surrendered  with the demised  premises.  Nothing in this  Article  shall be
construed  to give  Owner  title  to or to  prevent  Tenant's  removal  of trade
fixtures,  moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other  installations  as may be required by
Owner,  Tenant  shall  immediately  and at its  expense,  repair and restore the
premises to the condition  existing prior to installation  and repair any damage
to the demised  premises  or the  building  due to such  removal.  All  property
permitted  or required to be removed by Tenant at the end of the term  remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner,  either be retained as Owner's  property or removed  from the
premises by Owner, at Tenant's expense. Subject to Rider

         4.       REPAIRS

                  Tenant  shall,  throughout  the term of this lease,  take good
care of the demised premises including the bathrooms and lavatory facilities and
the windows and window frames and, the fixtures and appurtenances therein and at
Tenant's  sole cost and expense  promptly  make all  repairs  thereto and to the
building,  whether  structural or  non-structural  in nature.  Tenant shall also
repair all damage to the building and the demised  premises caused by the moving
of Tenant's fixtures, furniture or equipment. All the aforesaid repairs shall be
of quality or class equal to the original work or construction.  If Tenant fails
, after  thirty (30) days  notice,  to proceed  with due  diligence  to commence
repairs required to be made by Tenant,  the same may be made by the Owner at the
expense of Tenant,  and the reasonable  expenses thereof incurred by Owner shall
be  collectible,  as  additional  rent,  after  rendition of a bill or statement
therefor.  If the demised  premises be or become  infested  with vermin,  Tenant
shall, at its expense, cause the same to be exterminated. The provisions of this
Article 4 with  respect to the making of repairs  shall not apply in the case of
fire or other casualty with regard to which Article 9 hereof shall apply.

         5.       WINDOW CLEANING

                  Tenant will not clean nor require, permit, suffer or allow any
window in the demised  premises to be cleaned  from the outside in  violation of
Section  202 of the New York State Labor Law or any other  applicable  law or of
the Rules of the Board of Standards,  and Appeals, or of any other Board or body
having or asserting jurisdiction.

         6.       REQUIREMENTS OF LAW, FIRE INSURANCE

                  Prior to the commencement of the lease term, if Tenant is then
in possession,  and at all times thereafter  Tenant shall, at Tenant's sole cost
and  expense,  promptly  comply  with all present  and future  laws,  orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer  pursuant to law,
and  all  orders,   rules  and  regulations  of  the  New  York  Board  of  Fire
Underwriters,  or the Insurance Services Office, or any similar body which shall
impose any  violation,  order or duty upon Owner or Tenant  with  respect to the
demised premises, whether or


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not arising out of Tenant's use or manner of use thereof. Tenant shall not do or
permit  any act or  thing  to be done in or to the  demised  premises  which  is
contrary  to law,  or  which  will  invalidate  or be in  conflict  with  public
lability,  fire or other policies of insurance at any time carried by or for the
benefit of Owner. Tenant shall not keep anything in the demised premisses except
as  now  or  hereafter   permitted  by  the  Fire  Department,   Board  of  Fire
Underwriters,  Fire Insurance  Rating  Organization  and other authority  having
jurisdiction.  Tenant  shall  not  place a load  upon any  floor of the  demised
premises  exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law.  Owner  reserves the right to  prescribe  the
weight and position of all safes,  business  machines and mechanical  equipment.
Such  installations  shall be placed  and  maintained  by  Tenant,  at  Tenant's
expense,  in settings  sufficient,  in Owner's judgement,  to absorb and prevent
vibration, noise and annoyance.

         7.       SUBORDINATION

                  This  lease  is  subject  and  subordinate  to all  ground  or
underlying  leases and to all mortgages  which may now or hereafter  affect such
leases or the real  property  of which  demised  premises  are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying  leases and  mortgages.  This clause shall be  self-operative  and no
further  instrument  or  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute  promptly any certificate  that Owner may
reasonably request, provided it provides for non-disturbance.

         8.       TENANT'S LIABILITY INSURANCE PROPERTY LOSS, DAMAGE,
                  INDEMNITY

                  Owner or its  agents  shall  not be liable  for any  damage to
property of Tenant or of others entrusted to employees of the building,  nor for
loss of or damage to any property of Tenant by theft or  otherwise,  nor for any
injury or damage to persons or property  resulting  from any cause of whatsoever
nature, unless caused by or due to the negligence of Owner, its agents, servants
or  employees;  Owner or it agents shall not be liable for any damage  caused by
other tenants or persons in, upon or about said building or caused by operations
in  connection  of any private,  public or quasi public work. If at any time any
windows of the demised premises are temporarily  closed,  darkened or bricked up
(or  permanently  closed,  darkened  or bricked  up, if required by law) for any
reason  whatsoever  including,  but not limited to Owner's own acts, Owner shall
not be liable for any damage Tenant may sustain  thereby and Tenant shall not be
entitled to any  compensation  therefor nor  abatement or diminution of rent nor
shall the same release Tenant from its  obligations  hereunder nor constitute an
eviction.  Tenant shall  indemnify and save harmless  Owner against and from all
liabilities,  obligations,  damages,  penalties,  claims, costs and expenses for
which  Owner  shall  not  be  reimbursed  by  insurance,   including  reasonable
attorney's fees, paid, suffered or incurred as a result of any breach by Tenant,
Tenant's agents, contractors, employees, invitees, or licensees, of any covenant
or condition of this lease, or the carelessness,  negligence or improper conduct
of the Tenant, Tenant's agents, contractors,  employees,  invitees or licensees,
unless due to Landlord's gross negligence.  Tenant's  liability under this lease
extends to the acts and omissions of any sub-tenant, and any agent, contractor,


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employee,  invitee  or  licensee  of any  sub-tenant.  In  case  any  action  or
proceeding is brought  against Owner by reason of any such claim,  Tenant,  upon
written  notice from Owner,  will,  at Tenant's  expense,  resist or defend such
action or proceeding.

         9.       DESTRUCTION, FIRE AND OTHER CASUALTY

                  If the demised  premises or any part thereof  shall be damaged
by fire or other casualty,  Tenant shall give immediate  notice thereof to Owner
and this lease shall continue in full force and effect except as hereinafter set
forth.  Owner and Tenant each hereby  releases  and waives all right of recovery
above,  against the other or any one  claiming  through or under each of them by
way of subrogation or otherwise. The release and waiver herein referred to shall
be deemed to include  any loss or damage to the demised  premises  and/or to any
personal  property,  equipment,  trade fixtures,  goods and merchandise  located
therein.  Tenant  acknowledges  that Owner will not carry  insurance on Tenant's
furniture  and or  furnishings  or any fixtures or equipment,  improvements,  or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair  any  damage  thereto  or  replace  the same.  Tenant  hereby  waives the
provisions  of  Section  227 of the  Real  Property  Law  and  agrees  that  the
provisions of this Article shall govern and control in lieu thereof.

         10.      EMINENT DOMAIN

                  If in whole or any material part of the demised premises shall
be acquired or condemned by Eminent Domain for any public or quasi public use or
purpose,  then and in that  event,  at Tenant's  option,  to be  exercised  by a
written  notice  delivered  within  thirty  (30) days of the  taking by  Eminent
Domain,  the term of this lease shall cease and terminate from the date of title
vesting in such  proceeding  and Tenant shall have no claim for the value of any
unexpired term of said lease. Tenant shall have the right to make an independent
claim to the condemning  authority for the value of Tenant's moving expenses and
personal  property,  trade fixtures and equipment,  provided  Tenant is entitled
pursuant to the terms of the lease to remove such  property,  trade fixtures and
equipment at the end of the term and provided further such claim does not reduce
Owner's award.

         11.      ASSIGNMENT, MORTGAGE, ETC.

                  Tenant,  for  itself,  its  heirs,  distributees,   executors,
administrators,   legal  representatives,   successors  and  assigns,  expressly
covenants  that it shall not assign,  mortgage or encumber this  agreement,  nor
underlet,  or suffer or permit the demised  premises  or any part  thereof to be
used by others, without the prior written consent of Owner in each instance; not
to be  unreasonably  withheld.  If this  lease be  assigned,  or if the  demised
premises or any part  thereof be  underlet  or  occupied  by anybody  other than
Tenant,  Owner may,  after  default by Tenant,  collect rent from the  assignee,
under-tenant or occupant,  and apply the net amount collected to the rent herein
reserved, but no such assignment, underletting, occupancy or collection shall be
deemed a waiver of this covenant, or the acceptance of the assignee, undertenant
or occupant as tenant,  or a release of Tenant from the further  performance  by
Tenant of covenants on the part of Tenant herein contained. The consent by Owner
to an assignment or


<PAGE>



underletting shall not in any wise be construed to relieve Tenant from obtaining
the  express  consent  in  writing  of  Owner  to  any  further   assignment  or
underletting.

         12.      ELECTRIC CURRENT - (Deleted)

         13.      ACCESS TO PREMISES

                  Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised  premises in any emergency at any time,  and, at
other reasonable times, upon reasonable  notice, to examine the same and to make
such repairs, replacements and improvements as Owner may elect to perform in the
premises after Tenant's failure to make repairs or perform any work which Tenant
is obligated to perform under this lease,  or for the purpose of complying  with
laws, regulations and other directions of governmental  authorities.  Owner may,
during the  progress of any work in the  demised  premises,  take all  necessary
materials and  equipment  into said premises  without the same  constituting  an
eviction  nor shall the Tenant be entitled to any  abatement  of rent while such
work is in  progress  nor to any  damages by reason of loss or  interruption  of
business or otherwise. In accessing the demised premises,  Landlord shall act so
as to not to significantly interfere with Tenant's business operations and shall
give  reasonable  prior notice of said access.  Throughout the term hereof Owner
shall have the right to enter the demised  premises at reasonable  hours for the
purpose of showing  the same to  prospective  purchasers  or  mortgagees  of the
building,  and  during  the last six (6)  months of the term for the  purpose of
showing the same to prospective  tenants and may, during said six months period,
place upon the demised  premises the usual notices "To Let" and "For Sale" which
notices Tenant shall permit to remain thereon without molestation.  If Tenant is
not  present  to open and permit an entry into the  demised  premises,  Owner or
Owner's  agents  may enter the same  whenever  such  entry may be  necessary  or
permissible by master key or forcibly and provided  reasonable care is exercised
to safeguard Tenant's property,  such entry shall not render Owner or its agents
liable  therefor,  nor in any event shall the obligations of Tenant hereunder be
affected.

         14.      VAULT, VAULT SPACE, AREA

                  No Vaults,  vault  space or area,  whether or not  enclosed or
covered,  not within  the  property  line of the  building  is leased  hereunder
anything  contained  in or  indicated  on any  sketch,  blue  print or plan,  or
anything  contained  elsewhere  in this lease to the  contrary  notwithstanding.
Owner makes no  representation  as to the location of the  property  line of the
building.  All vaults and vault space and all such areas not within the property
line of the building,  which Tenant may be permitted to use and/or occupy, is to
be used and/or  occupied under a revocable  license,  and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal,  state or  municipal  authority or public  utility,  Owner shall not be
subject to any  liability  nor shall Tenant be entitled to any  compensation  or
diminution  or  abatement  of rent,  nor shall such  revocation,  diminution  or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant, if used by
Tenant, whether or not specifically leased hereunder.



<PAGE>



         15.      OCCUPANCY

                  Tenant will not at any time use or occupy the demised premises
in violation of the  certificate  of occupancy  issued for the building of which
the demised  premises are a part.  Tenant has inspected the premises and accepts
them as is,  subject to the riders  annexed hereto with respect to Owner's work,
if any. In any event,  Owner makes no  representation as to the condition of the
premises and Tenant agrees to accept the same subject to violations,  whether or
not of record.  If any governmental  license or permit shall be required for the
proper and lawful conduct of Tenant's business,  Tenant shall be responsible for
and shall procure and maintain such license or permit.

         16.      BANKRUPTCY

                  (a)   Anything   elsewhere  in  this  lease  to  the  contrary
notwithstanding,  this lease may be  cancelled  by Owner by sending of a written
notice to Tenant within a reasonable time after the happening of any one or more
of the following  events:  (1) the commencement of a case in bankruptcy or under
the laws of any state naming  Tenant as the debtor;  or (2) the making by Tenant
to an assignment or any other arrangement for the benefit of creditors under any
state statute.  Neither Tenant nor any person claiming  through or under Tenant,
or by reason of any statute or order of court,  shall  thereafter be entitled to
possession of the premises  demised but shall  forthwith  quit and surrender the
premises.  If this lease  shall be assigned in  accordance  with its terms,  the
provisions of this Article 16 shall be applicable  only to the party then owning
Tenant's interest in this Lease.

                  (b) It is  stipulated  and  agreed  that in the  event  of the
termination  of this  lease  pursuant  to (a)  hereof,  Owner  shall  forthwith,
notwithstanding any other provisions of this lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference  between the rental reserved  hereunder for the unexpired  portion of
the term  demised  and the  fair  and  reasonable  rental  value of the  demised
premises for the same period.  In the computation of such damages the difference
between  any  installment  of rent  becoming  due  hereunder  after  the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such  installment  was payable  shall be  discounted to the
date of termination at the rate of four percent (4%) per annum. If such premises
or any part thereof be relet by the Owner for the  unexpired  term of said lease
or any part thereof,  before presentation of proof of such liquidated damages to
any  court,  commission  or  tribunal,  the  amount of rent  reserved  upon such
reletting  shall be deemed to be the fair and  reasonable  rental  value for the
part or the whole of the premises so re-let  during the term of the  re-letting.
Nothing  herein  contained  shall limit or  prejudice  the right of the Owner to
prove for and obtain as  liquidated  damages by reason of such  termination,  an
amount  equal to the maximum  allowed by any statute or rule of law in effect at
the time when, and governing the  proceedings  in which,  such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of the difference referred to above.





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         17.      DEFAULT

                  If Tenant  defaults in fulfilling  its covenant to any rent or
additional rent, and Tenant fails to cure said default, (i) as to the first such
default in any calendar  year in the payment of base rent and as to all defaults
in the payment of  additional  rent,  within five (5) days of written  notice of
said  default  and (ii) as to all other  defaults in payment of base rent within
ten (10) days of the date on which said  payment was due,  the Owner may serve a
five (5) day notice of  cancellation,  and upon the  expiration of said five (5)
days  this  Lease  and the term  thereunder  shall  end and  expire as fully and
completely as if the  expiration of such five (5) day period were the day herein
definitely  fixed for the end and  expiration of this Lease and the term thereof
and Tenant  shall then quit and  surrender  the  demised  premises  to Owner but
Tenant shall remain liable as hereinafter provided.

                  (1) If Tenant  defaults in fulfilling  any of the covenants of
this lease other than the covenants for the payment of rent or additional  rent;
or if the  demised  premises  becomes  vacant or  deserted  "or if this lease be
rejected under ss.235 of Title 11 of the US Code  (Bankruptcy  code);" or if any
execution  or  attachment  shall be issued  against  Tenant  or any of  Tenant's
property  whereupon the demised  premises  shall be taken or occupied by someone
other than Tenant;  then in any one or more of such events, upon Owner serving a
written  thirty  (30) days  notice  upon  Tenant  specifying  the nature of said
default and upon the  expiration  of said thirty (30) days, if Tenant shall have
failed to  comply  with our  remedy  such  default,  or if the said  default  or
omission  complained  of shall be of a nature that the same cannot be completely
cured or remedied  within said thirty (30) day period,  and if Tenant  shall not
have  diligently  commenced  during  such  default  within  such thirty (30) day
period,  and shall not thereafter with  reasonable  diligence and in good faith,
proceed to remedy or cure such default,  then Owner may serve a written five (5)
days' notice of cancellation of this lease upon Tenant,  and upon the expiration
of said five (5) days this lease and the term thereunder shall end and expire as
fully and  completely as if the  expiration of such five (5) day period were the
day herein  definitely  fixed for the end and  expiration  of this lease and the
term thereof and Tenant shall then quit and  surrender  the demised  premises to
Owner but Tenant shall remain liable as hereinafter provided.

                  (2) If the notice  provided  for in (1) hereof shall have been
given,  and the term shall expire as aforesaid;  or if Tenant shall make default
in the payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein  required;
then and in any of such events  Owner may without  notice,  re-enter the demised
premises  and   dispossess   Tenant  by  summary   proceedings   and  the  legal
representative  of Tenant or other occupant of demised premises and remove their
effects  and hold the  premises  as if this lease had not been made,  and Tenant
hereby  waives the service of notice of  intention  to re-enter or to  institute
legal proceedings to that end.

         18.      REMEDIES OF OWNER AND WAIVER OF REDEMPTION

                  In case  of any  such  default,  re-entry,  expiration  and/or
dispossess by summary  proceedings  or other wise,  (A) the rent, and additional
rent,  shall become due thereupon  and be paid up to the time of such  re-entry,
dispossess and/or expiration, (B) Owner may re-let the


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premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms,  which  may at  Owner's  option be less than or exceed  the
period which would  otherwise have  constituted  the balance of the term of this
lease and may grant concessions or free rent or charge a higher rental than that
in this lease, (C) Tenant or the legal  representatives of Tenant shall also pay
Owner as  liquidated  damages  for the  failure of Tenant to observe and perform
said Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and or covenanted  to be paid and the net amount,  if any, of the rents
collected on account of the subsequent  lease or leases of the demised  premises
for each month of the period which would otherwise have  constituted the balance
of the term of this lease.  The  failure of Owner to re-let the  premises or any
part or parts  thereof  shall not  release  or  affect  Tenant's  liability  for
damages.  In computing such liquidated  damages there shall be added to the said
deficiency such expenses as Owner may incur in connection with re-letting,  such
as legal expenses,  reasonable attorneys' fees,  brokerage,  advertising and for
keeping the demised premises in good order. Any such liquidated damages shall be
paid in monthly  installments  by Tenant on the rent day specified in this lease
and any suit brought to collect the amount of the deficiency for any month shall
not prejudice in any way the rights of Owner to collect the  deficiency  for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's  option,  make
such  alterations,  repairs,  replacements,  and/or  decorations  in the demised
premises as Owner, in Owner's sole judgment,  considers  advisable and necessary
for the  purpose of  re-letting  the  demised  premises,  and the making of such
alterations,  repairs, replacements,  and/or decorations shall not operate or be
construed to release Tenant from liability  hereunder as aforesaid.  Owner shall
in no event be liable in any way  whatsoever  for  failure to re-let the demised
premises,  or in the event that the demised premises are re-let,  for failure to
collect the rent thereof under such re-letting,  and in no event shall Tenant be
entitled  to receive any excess,  if any, of such net rents  collected  over the
sums  payable  by  Tenant  to Owner  hereunder.  In the  event  of a  breach  or
threatened breach by Tenant of any of the covenants or provisions hereof,  Owner
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this lease of any particular  remedy,  shall not
preclude  Owner  from any  other  remedy,  in law or in  equity.  Tenant  hereby
expressly  waives  any and all  rights  of  redemption  granted  by or under any
present or future laws.

         19.      FEES AND EXPENSES

                  If Tenant shall default in the  observance or  performance  of
any term or covenant on Tenant's  part to be observed or  performed  under or by
virtue of any of the terms or  provisions  in any article of this  lease,  after
notice if required and upon  expiration of any  applicable  grace period if any,
(except in an emergency),  then,  unless  otherwise  provided  elsewhere in this
lease,  Owner may  immediately  or at any time  thereafter  and  without  notice
perform the obligation of Tenant  thereunder.  If Owner,  in connection with the
foregoing  or in  connection  with any default by Tenant in the  covenant to pay
rent hereunder, makes any expenditures or incurs and obligations for the payment
of  money,   including  but  not  limited  to  reasonable  attorney's  fees,  in
instituting, prosecuting or defending any action or proceedings, and prevails in
any such action or proceeding, then Tenant will reimburse Owner for such sums so
paid or  obligations  incurred with interest and costs.  The foregoing  expenses
incurred by reason of Tenant's default shall be


<PAGE>



deemed  to be  additional  rent  hereunder  and shall be paid by Tenant to Owner
within ten (10) days of rendition  of any bill or statement to Tenant  therefor.
If  Tenant's  lease  term  shall  have  expired  at the time of  making  of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Owner as damages.

         20.      BUILDING ALTERNATIONS AND MANAGEMENT - (Deleted)

         21.      NO REPRESENTATIONS BY OWNER

                  Neither Owner nor Owner's agents have made any representations
or promises  with respect to the physical  condition of the  building,  the land
upon which it is erected or the demised premises, the rents, leases, expenses of
operation  or any other  matter or thing  affecting  or related  to the  demised
premises or the  building  except as herein  expressly  set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise  except
as expressly set forth in the provisions of this lease. Tenant has inspected the
building  and the  demised  premises  and is  thoroughly  acquainted  with their
condition and agrees to take the same "as is" on the date possession is tendered
and acknowledges that the taking of possession of the demised premises by Tenant
shall be  conclusive  evidence  that the said premises and the building of which
the same form a part were in satisfactory  condition at the time such possession
was so taken,  except as to latent defects.  All  understandings  and agreements
heretofore  made between the parties hereto are merged in this  contract,  which
alone fully and completely  expresses the agreement between Owner and Tenant and
any executory agreement  hereafter made shall be ineffective to change,  modify,
discharge  or  effect  an  abandonment  of it in whole or in part,  unless  such
executory  agreement  is in  writing  and  signed  by  the  party  against  whom
enforcement of the change, modification, discharge or abandonment is sought.

         22.      END OF TERM

                  Upon the  expiration or other  termination of the term of this
lease,  Tenant shall quit and surrender to Owner the demised  premises,  free of
debris,  in good order and condition,  ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted,  and Tenant
shall remove all its property  from the demised  premises  subject to the Rider.
Tenant's  obligation  to observe or perform  this  covenant  shall  survive  the
expiration or other  termination  of this lease.  If the last day of the term of
this Lease or any renewal thereof,  falls on Sunday,  this lease shall expire at
noon on the  preceding  Saturday  unless it be a legal  holiday in which case it
shall expire at noon on the preceding business day.

         23.      QUIET ENJOYMENT

                  Owner covenants and agrees with Tenant that upon Tenant paying
the  rent and  additional  rent  and  observing  and  performing  all the  terms
covenants and conditions, on Tenant's part to be observed and performed,  Tenant
may  peaceably  and  quietly  enjoy  the  premises  hereby   demised,   subject,
nevertheless,  to the terms and  conditions  of this  lease  including,  but not
limited to,  Article 34 hereof and to the ground leases,  underlying  leases and
mortgages hereinbefore mentioned.


<PAGE>



         24.      FAILURE TO GIVE POSSESSION - (Deleted)

         25.      NO WAIVER

                  The failure of either party to seek redress for  violation of,
or to insist upon the strict  performance  of any  covenant or condition of this
lease,   shall  not  prevent  a  subsequent  act  which  would  have  originally
constituted  a  violation  from  having all the force and effect of an  original
violation.  The  receipt  by Owner of rent with  knowledge  of the breach of any
covenant  of this  lease  shall  not be deemed a waiver  of such  breach  and no
provision of this lease shall be deemed to have been waived by Owner unless such
waiver be in writing  signed by Owner.  No payment by Tenant or receipt by Owner
of a lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or  statement  of any check or any letter  accompanying  any check or payment as
rent be deemed an accord and  satisfaction,  and Owner may accept  such check or
payment  without  prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lease provided.  All checks rendered to Owner
as and for the rent of the demised  premises  shall be deemed  payments  for the
account of Tenant.  Acceptance  by Owner of rent from  anyone  other than Tenant
shall not be deemed to  operate as an  attornment  to Owner by the payor of such
rent or as a consent by Owner to an  assignment  or  subletting by Tenant of the
demised  premises to such payor,  or as a modification of the provisions of this
lease.  No act or thing done by Owner or Owner's  agents  during the term hereby
demised  shall be deemed an  acceptance  of a surrender of said  premises and no
agreement to accept such  surrender  shall be valid unless in writing  signed by
Owner.  No employee of Owner or Owner's agent shall have any power to accept the
keys of said premises prior to the  termination of the lease and the delivery of
keys to any such agent or  employee  shall not operate as a  termination  of the
lease or a surrender of the premises.

         26.      WAIVER OF TRIAL BY JURY

                  It is mutually agreed by and between Owner and Tenant that the
respective  parties  hereto  shall and they hereby do waive trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against the other (except for personal injury or property damage) on any matters
whatsoever  arising  out  of or  in  any  way  connected  with  the  lease,  the
relationship of Owner and Tenant, Tenant's use of or occupancy of said premises,
and any  emergency  statutory  or any  other  statutory  remedy.  It is  further
mutually  agreed that in the event Owner  commences any proceeding or action for
possession including a summary proceeding for possession of the premises, Tenant
will not interpose any  counterclaim  of whatever  nature or  description in any
such  proceeding  including a counterclaim  under Article 4 except for mandatory
counterclaims.

         27.      INABILITY TO PERFORM

                  This Lease and the  obligation of Tenant to pay rent hereunder
and perform  all of the other  covenants  and  agreements  hereunder  on part of
Tenant to be performed shall in no wise be affected, impaired or excused because
Owner is unable to fulfill any of its obligations  under this lease or to supply
or delayed in supplying any service expressly or impliedly to be supplied


<PAGE>



or is unable to make, or is delayed in making any repair, additions, alterations
or  decorations or is unable to supply or is delayed in supplying any equipment,
fixtures or other  materials  if Owner is  prevented or delayed from doing so by
reason of strike or labor troubles or any cause  whatsoever  beyond Owner's sole
control including,  but not limited to, government preemption or restrictions or
by reason of any rule,  order or  regulation of any  department  or  subdivision
thereof of any government  agency or by reason of the conditions which have been
or are affected, either directly or indirectly, by war or other emergency.

         28.      BILLS AND NOTICES

                  Except as otherwise in this lease provided,  a bill statement,
notice or communication which Owner may desire or be required to give to Tenant,
shall be deemed  sufficiently  given or rendered  if, in writing,  delivered  to
Tenant personally or sent by registered or certified mail addressed to Tenant at
Di Giorgio  Corporation,  380 Middlesex Avenue,  Carteret,  NJ 07008,  Attn: Mr.
Richard  B. Neff,  CFO and EVP,  and the time of the  rendition  of such bill or
statement and of the giving of such notice or  communication  shall be deemed to
be the  time  when the  same is  delivered  to  Tenant,  mailed,  or left at the
premises  as herein  provided.  Any  notice by Tenant to Owner must be served by
registered  or certified  mail or by  nationally  recognized  overnight  carrier
addressed  to Owner at the  address  first  hereinabove  given or at such  other
address as Owner shall designate by written notice.

         29.      WATER CHARGES

                  (See Rider)

         30.      SPRINKLERS

                  Anything   elsewhere   in   this   lease   to   the   contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York Fire
Insurance Exchange or any bureau,  department or official of the federal,  state
or city government recommend that any changes,  modifications,  alterations,  or
additional sprinkler heads or other equipment be made or supplied in an existing
sprinkler system by reason of Tenant's business,  or the location of partitions,
trade  fixtures,  or other  contents of the demised  premises,  or for any other
reason,   or  if  any  such  sprinkler  system   installations,   modifications,
alterations,   additional  sprinkler  heads  or  other  such  equipment,  become
necessary  to prevent  the  imposition  of a penalty or charge  against the full
allowance  for a  sprinkler  system in the fire  insurance  rate set by any said
Exchange or by any fire insurance  company,  Tenant shall, at Tenant's  expense,
promptly make such sprinkler  system changes,  modifications,  alterations,  and
supply  additional  sprinkler heads or other  equipment as required  whether the
work involved shall be structural or non-structural in nature.

         31.      ELEVATORS, HEAT, CLEANING - (Deleted)

         32.      SECURITY - (Deleted)




<PAGE>



         33.      CAPTIONS

                  The Captions are inserted only as a mater of  convenience  and
for  reference  and in no way define,  limit or describe the scope of this lease
nor the intent of any provision thereof.

         34.      DEFINITIONS

                  The term  "Owner" as used in this lease  means only the owner,
of the fee or of the leasehold of the building,  or the mortgagee in possession,
for the time  being of the land  and  building  (or the  owner of a lease of the
building or of the land and building) of which the demised premises form a part,
so that in the event of any sale or sales of said land and  building  or of said
lease, or in the event of a lease of said building, or of the land and building,
the said  Owner  shall be and  hereby  is  entirely  freed and  relieved  of all
covenants and obligations of Owner  hereunder  accruing from and after the sale,
and it shall be deemed and  construed  without  further  agreement  between  the
parties  or their  successors  in  interest,  or  between  the  parties  and the
purchaser,  at any such sale, or the said lessee of the building, or of the land
and  building,  that the purchaser or the lessee of the building has assumed and
agreed to carry out any and all covenants  and  obligations  of Owner  hereunder
accruing from and after the sale. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term "rent"
includes  the annual  rental rate  whether so  expressed or expressed in monthly
installments,  and  "additional  rent."  "Additional  rent" means all sums which
shall be due to Owner from Tenant  under this  lease,  in addition to the annual
rental  rate.  The term  "business  days" as used in this lease,  shall  exclude
Saturdays,  Sundays and all days observed by the State or Federal  Government as
legal  holidays  and those  designated  as holidays by the  applicable  building
service  union  employees  service  contract  or  by  the  applicable  Operating
Engineers  contract  with  respect to HVAC  service.  Wherever  it is  expressly
provided in this lease that consent  shall not be  unreasonably  withheld,  such
consent shall not be unreasonably delayed.

         35.      ADJACENT EXCAVATION - SHORING

                  If an  excavation  shall be made  upon  land  adjacent  to the
demised premises,  or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon the
demised  premises  for the purpose of doing such work as said person  shall deem
necessary to preserve the wall or the building of which demised  premises form a
part from injury or damage and to support the same by proper foundations without
any claim for damages or indemnity  against Owner, or diminution or abatement of
rent.

         36.      RULES AND REGULATIONS - (Deleted)

         37.      GLASS - (Deleted)

         38.      ESTOPPEL CERTIFICATE - (Deleted)

         39.      DIRECTORY BOARD LISTING - (Deleted)



<PAGE>



         40.      SUCCESSORS AND ASSIGNS

                  The covenants,  conditions  and  agreements  contained in this
lease  shall  bind and  inure to the  benefit  of Owner  and  Tenant  and  their
respective  heirs,  distributees,  executors,  administrators,  successors,  and
except as otherwise  provided in this lease,  their  assigns.  Tenant shall look
only to Owner's estate an interest in the land and building for the satisfaction
of  Tenant's  remedies  for the  collection  of a judgement  (or other  judicial
process)  against Owner in the event of any default by Owner  hereunder,  and no
other  property  or assets of such  owner (or any  partner,  member,  officer or
director thereof, disclosed or undisclosed), shall be subject to levy, execution
or other  enforcement  procedure for the satisfaction of Tenant's remedies under
or with respect to this lease, the  relationship of Owner and Tenant  hereunder,
or Tenant's use and occupancy of the demised premises.

         See Rider annexed hereto and made a part hereof.


         IN WITNESS  WHEREOF,  Owner and  Tenant  have  respectively  signed and
sealed this lease as of the day and year first above written.

                                     FR ACQUISITIONS, INC.
Witness for Owner:

____________________________         By: ______________________________________



                                     DI GIORGIO CORPORATION
Witness for Tenant

____________________________         By: ______________________________________




<PAGE>


                                 ACKNOWLEDGMENTS


CORPORATE TENANT

STATE OF NEW JERSEY                         s.s.:

County of Middlesex


         On this ____ day of February,  1998, before me personally came Lawrence
S. Grossman to me known,  who being by me duly sworn, did depose and say that he
is the Vice President of Di Giorgio  Corporation , the corporation  described in
and which executed the foregoing  instrument,  as TENANT; 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.


                           --------------------------


<PAGE>


                             RIDER TO LEASE BETWEEN



FR ACQUISITIONS, INC.,a Maryland corporation,


                                                                     AS LANDLORD


                                       AND



Di GIORGIO CORP., a Delaware corporation,


                                                                       AS TENANT



41.      RIDER CONTROLS:

         In case of a conflict  between the  provisions  of this rider,  and the
printed provisions of this lease, the provisions of this rider shall prevail.

42.      ADDITIONAL RENT/OPERATING EXPENSES:

         Any sums of money  required  to be paid  under  this lease by Tenant in
addition to the rent herein provided,  shall be deemed  "additional rent due and
payable."  It shall be paid after demand  therefor  with the rent next due or as
may be otherwise provided herein. Such additional rent shall be deemed to be and
shall  constitute rent hereunder and shall be collectible in the same manner and
with the same  remedies as if they had been rents  originally  reserved  herein.
Tenant's obligation to pay additional rent shall survive the earlier termination
and/or  expiration of the term of this lease.  If Landlord  receives from Tenant
any payment less than the sum of the annual rental rate,  additional  rent,  and
other charges then due and owing, Landlord, in its sole discretion, may allocate
such payment in whole or in part to any annual rental rate, any additional rent,
and/or other charge or to any combination thereof. Landlord's failure to deliver
to Tenant a statement  showing  Tenant  liability  for  additional  rent for any
portion of the term of this lease  during the term of this lease  shall  neither
prejudice  or  waive  Landlord's  right to  deliver  any  such  statement  for a
subsequent period or to include in such subsequent period a previous period.

43.      LATE CHARGE/RETURNED CHECK CHARGE:

         (a)  Tenant  shall pay a late  charge of 5% of any  payment  of rent or
additional  rent or any other sum of money or payment  not  received by Landlord
within  ten (10)  days  after  the same is due.  Such  late  charge  shall be in
addition to all of Landlord's  other rights and remedies  hereunder in the event
of Tenant's default and shall be payable as additional rent.

         (b) If any check tendered by Tenant to Landlord is returned by the bank
for  non-payment  for any reason  whatsoever,  there  will be an  administrative

<PAGE>

charge of $25.00 per  check,  each time it is  returned  which  amount  shall be
deemed additional rent.

44.      TAXES:

     (a) The Tenant shall pay any and all Real Estate Taxes accruing  during the
term of this lease for the  demised  premises  directly to the  municipality  or
governmental  authority  assessing such Real Estate Taxes before such payment is
due without  penalty.  Tenant shall provide  Landlord with  reasonable  proof of
payment of any such Real Estate  Taxes  within  twenty  (20) days after  written
request.  If Tenant shall fail to make any such payment prior to the  imposition
of penalties,  Landlord shall have the right, but not the obligation to pay such
Real Estate  Taxes and any payment  made by Landlord  for such Real Estate Taxes
shall be deemed  additional rent under this lease and shall accrue interest at a
per annum fixed rate equal to the Prime Rate plus two (2) percentage points (the
"Interest  Rate") from the date paid by Landlord  until Tenant  shall  reimburse
Landlord for such payment. The Prime Rate shall be the "prime rate" announced by
the Chase Manhattan Bank from the time to time.

         (b) Real Estate Taxes shall mean any and all taxes, assessments,  sewer
and water rents, rates and charges,  license fees,  impositions,  liens, and all
other municipal and governmental  charges of any nature whatsoever  (except only
inheritance,  franchise  and estate taxes and income taxes not herein  expressly
agreed  to  be  paid  by  Tenant),  whether  general  or  special,  ordinary  or
extraordinary foreseen or unforeseen which may presently or in the future become
due or  payable  or which may be  levied,  assessed  or  imposed  by any  taxing
authority against the demised premises,  including without limitation, all taxes
and assessments for improving any streets,  alleys,  sidewalks,  sidewalk vaults
and alley vaults, if any.

         (c) (i) If  required  to be paid to the  holder of the  first  mortgage
affecting the demised premises (provided same is not Landlord or an affiliate of
Landlord),  Landlord  may,  at its  election,  require  Tenant to pay  estimated
monthly  installments,  in advance,  of Real Estate  Taxes which may be next due
under  this  lease on the first day of each  month,  as  additional  rent.  Said
installments  shall be equal to the  estimated  Real  Estate  Taxes next due (as
reasonably  estimated  by the  Landlord)  less  all  installments  already  paid
therefor,  divided by the number of months  that are to elapse  before one month
prior to the date when such Real Estate Taxes will become due. If Landlord shall
exercise its rights  hereunder,  Landlord and not Tenant shall then pay the Real
Estate Taxes directly or cause the mortgagee to pay the Real Estate Taxes.

                  (ii)  Any  deficiency  in the  amount  of any  such  aggregate
payment shall  constitute a default under this lease  entitling  Landlord to all
its rights and remedies  hereunder  as a default in the payment of rent,  unless
paid by Tenant within twenty (20) days after notice of such deficiency.

                  (iii) If the total of the  payments  made by the Tenant  shall
exceed the amount of payments  actually made for Real Estate Taxes,  such excess
shall be promptly refunded to Tenant by the Landlord provided Tenant is not then


                                       2
<PAGE>

in default beyond  applicable grace period.  If, however,  said payments made by
the Tenant shall not be sufficient to pay such Real Estate Taxes when same shall
become  due and  payable,  then,  within  ten  (10)  days of the  notice  of the
deficiency  from  Landlord,  the  Tenant  shall pay to the  Landlord  any amount
necessary to make up the  deficiency.  If there shall be a default  under any of
the  provisions of this lease and an action or proceeding  shall be commenced as
herein provided,  the Landlord shall be and hereby is,  authorized and empowered
to apply, at the time of the  commencement  of such action or proceeding,  or at
any time  thereafter,  the balance then remaining in the funds  accumulated  for
Real  Estate  Taxes  as a credit  against  the rent  and  additional  rent  then
remaining unpaid hereunder.

     (d) Not used.

     (e) Not used.

     (f)  Landlord  shall have the  exclusive  right to  contest or protest  the
assessed  value of the demised  premises  and the land and  building of which it
forms a part for all periods after the  Commencement  Date,  provided,  however,
that if Landlord shall not have  commenced such a proceeding  within twenty (20)
days after  request  from Tenant to do so,  Tenant may, at its expense and cost,
bring such a proceeding  (in Landlord's  name, if necessary).  In the event that
Landlord  commences a tax certiorari  proceeding  without the consent and not at
the request of Tenant and such tax certiorari proceeding results in an increased
assessment,  Tenant will not be responsible  for any resulting  increase in real
estate taxes.

         (g) If as a result of any tax certiorari proceeding, whether previously
settled, now pending or hereafter brought by either Landlord or Tenant, Landlord
shall receive a refund of or credit against future payments of Real Estate Taxes
(after deducting all costs and expenses  incurred to collect same), for any year
(i) prior to the Commencement  Date or (ii) in which this lease is in full force
and effect and for which Tenant shall have paid the  additional  rent and annual
rental  rate set forth  herein,  then,  provided  this lease shall not have been
terminated for Tenant's default,  Tenant shall receive 100% of such refund which
shall be pro rated for any partial year in which the term of this lease expires.
This provision  shall survive the expiration of the term of this lease.  If as a
result of a tax  certiorari  proceeding  Tenant  shall  receive a refund in Real
Estate Taxes (after  deducting all costs and expenses  incurred to collect same)
which  Landlord is entitled to receive,  Tenant  shall  receive  such payment on
behalf of Landlord and pay Landlord such amount promptly after receipt.

45.      INSURANCE:

         Tenant  shall,  at its sole cost and  expense,  at all times during the
term of this lease (and any extensions  thereof) obtain and pay for and maintain
in full force and effect the insurance policy or policies  described in Schedule
C attached hereto.  Certified copies of all insurance policies required pursuant
to this lease (or  certificates  thereof,  in form and  substance  acceptable to
Landlord),  shall be  delivered to Landlord not less than five (5) days prior to


                                       3
<PAGE>

the  commencement  of the term of this  lease.  If Tenant  fails to submit  such
policies or  certificates  to Landlord  within the specified  time, or otherwise
fails to  obtain  and  maintain  insurance  coverages  in  accordance  with this
paragraph,  and such failure continues for more than ten (10) days after written
notice  from  Landlord,  then  Landlord's  sole  option,  may,  but shall not be
obligated  to,  procure  such  insurance  on behalf of, and at the  expense  of,
Tenant.  Tenant shall reimburse  Landlord for such amounts upon demand, it being
understood that any such sums for which Tenant is required to reimburse Landlord
shall constitute additional rent.

46.      TENANT TO PROVIDE FINANCIAL STATEMENT:

         Tenant  agrees that upon request by Landlord or  Landlord's  Agent,  as
defined  below,  it will  furnish  to  Landlord  and to  prospective  or current
mortgagees of the building,  and/or land of which it forms a part, such publicly
filed  financial  information  as such  current or  prospective  mortgagees  may
request.

47.      NO BROKER:

         (a) Each party  represents and warrants to the other that no broker has
earned or is otherwise  entitled to a commission  or finder's fee in  connection
with this  leasing,  except that Ralph  Perna shall be entitled to a  commission
upon Tenant's exercise of the option granted hereunder,  to be paid by Landlord.
Each indemnifying party agrees to indemnify, defend, and hold harmless the other
party for any and all  costs,  expenses,  and  liability  including  legal  fees
incurred by the other party as a result of a breach by the indemnifying party of
the aforementioned warranty or any inaccuracy or alleged inaccuracy of the above
representation.

         (b) If any lien shall be filed  against  the demised  premises,  or the
building  of which same is a part,  by any broker  based upon  dealings  with an
indemnifying  party,  such lien shall be  discharged by the  indemnifying  party
within thirty (30) days  thereafter,  at the indemnifying  party's  expense,  by
payment or by filing the bond required by law.

48.      TENANT'S REPAIRS/MAINTENANCE:

         (a)      TENANT REPAIRS:

(i) Tenant shall,  at its expense,  throughout the term of this lease,  maintain
and preserve,  in working order (i.e. the building operational and the roof free
from leaks) and subject to paragraphs ll and 64 hereof,  casualty excepted,  the
demised  premises and the facilities  and systems  thereof  (including,  but not
limited to,  structural  elements  including  the roof,  the  demised  premises'
parking lot,  and the  electrical,  mechanical,  HVAC,  and  plumbing  systems).
Without limiting the generality of the foregoing,  Tenant, at its expense, shall
promptly  replace or repair all broken  doors and broken  glass in and about the
demised  premises and repair and maintain all sanitary and  electrical  fixtures
therein.  Any  repairs  or  replacements  required  to be made by  Tenant to the
mechanical, electrical, sanitary, HVAC, or other systems of the demised premises
shall be performed by qualified employees or appropriately  licensed contractors


                                       4
<PAGE>

approved by Landlord,  which approval shall not be  unreasonably  withheld.  All
repairs and replacements shall be made with materials of equal or better quality
than the items being repaired or replaced.

                  (ii)  It is  acknowledged  by  the  parties  hereto  that  the
maintenance  of the  driveways,  snow  removal,  sump (if any),  parking  areas,
illumination  of said parking areas,  buffer area, live planting,  fencing,  and
insuring of the parking area shall be the responsibility of the Tenant.

                  (iii)  Tenant  shall  supply  at  its  own  expense  all  gas,
electricity, fuel, heat, water, window cleaning and air conditioning.

                  (iv) To the extent  that  Requirements  of Law (as  defined in
paragraph 6),  including  (I) any  requirements  pursuant to the Americans  with
Disabilities Act and the regulations  promulgated  thereunder  and/or,  (II) the
installation of a sprinkler  system,  require any structural or capital repairs,
the cost of such  structural or capital  repairs  shall be amortized  over their
useful  life  and the  resulting  monthly  payment  shall be paid by  Tenant  as
Additional  Rent during the Term as the same may be  extended.  However,  in the
event said repairs are  necessitated  due to Tenant's  Alterations or particular
use of the  Premises,  Tenant  shall bear full and complete  responsibility  for
same.

                  (v) If Tenant does not  maintain  or repair  such  elements as
provided in this Article, the Landlord may, but shall not be obligated to, after
not  less  than  thirty  (30)  days  additional  notice  (except  in the case of
emergency), provided such period shall be extended if same can not be reasonably
be performed  within such 30 day period,  for the reasonable  period  necessary,
therefor, provided Tenant promptly commences same and diligently prosecutes same
to completion,  make the necessary repair or cure the defective condition at the
expense of the Tenant and the Tenant  shall  reimburse  Landlord  promptly  upon
request  therefor.   The  amount  of  such  reimbursement  shall  be  considered
additional rent upon the failure of the Tenant to reimburse  Landlord within ten
(10) days of demand thereof.

         (b)      VANDALISM:

                  Notwithstanding any contrary provision of this lease,  Tenant,
at its expense,  shall make any and all repairs including  structural repairs to
the demised  premises which may be necessitated by any break-in,  forcible entry
or other  trespass into or upon the demised  premises,  regardless of whether or
not such  entry and  damage is  caused by the  negligence  or fault of Tenant or
occurs during or after business hours.

         (c)      WINDOWS:

                  Tenant shall, at its own cost and expense, clean and maintain,
including  repair or  replacement  when  necessary,  all  windows in the demised
premises.  Tenant shall keep and maintain insurance for all glass in the demised
premises naming Landlord as additional insured.

                                       5
<PAGE>


         (d)      REFUSE PICK-UP:

                  Tenant shall provide for the removal at least  biweekly of all
garbage,  at its cost and expense and for such purpose  obtain a service to pick
up rubbish on a regular basis. Garbage and refuse shall be kept in containers or
dumpsters.

         (e)      BUILDING CLEANING:

                  Tenant shall,  at its cost and expense,  take good care of and
keep clean and free from debris both the interior and exterior  area in front of
the  demised  premises  including  exterior  sidewalks  adjacent  to the demised
premises.

49.      LANDLORD'S REPAIRS:

         During the term of this lease,  the Landlord  shall only be responsible
for structural  repairs to the demised premises which shall have been occasioned
by the negligent,  willful or intentional  acts of omission or commission of the
Landlord, its agents, employees or invitees.  Tenant shall promptly give written
notice to Landlord  with  respect to any damages to the  interior or exterior of
the demised premises.

50.      LANDLORD'S WORK:

         N/A

51.      "AS IS," "WHERE IS" CONDITION OF DEMISED PREMISES:

     Tenant  agrees that Tenant is in  occupancy  of the  demised  premises,  is
familiar with the condition of the demised  premises,  and Tenant hereby accepts
the demised premises on an "AS-IS,"  "WHERE-IS" basis, in its present condition,
subject  to all latent and patent  defects,  damage,  and its other  conditions,
title defects, encumbrances,  liens or title conditions,  violations, notices of
violations,  real  estate  taxes,  assessments,  and all other  matters to which
Landlord has agreed to accept or has accepted title to the demised premises from
Tenant as Seller under the Contract (hereinafter  defined) or otherwise.  Tenant
acknowledges  that neither Landlord nor any agent of Landlord  ("Agent") nor any
representative  of Landlord has made any  representation  as to the condition of
the demised  premises or the  suitability  of the demised  premises for Tenant's
intended  use.  Tenant  represents  and  warrants  that  Tenant has made its own
inspection of the demised premises and is not relying on any  representation  of
Landlord with respect thereto.  Neither Landlord nor Agent shall be obligated to
make any  repairs,  replacements  or  improvements  of any kind or nature to the
demised  premises  (whether  structural  or  nonstructural  and  whether  or not
involving the roof of the building, the building's heating,  ventilating and air
conditioning  system,  the demised premises' parking lot, or any other component
of the demised premises) in connection with, or in consideration of, this lease.


                                       6
<PAGE>

52.      TENANT RESTRICTIONS:

         (a)      NOISE/ODORS:

                  Tenant  covenants and agrees that  throughout the demised term
it shall not suffer,  allow or permit any  condition at the demised  premises to
constitute a nuisance or other violation of law,  including without  limitation,
any offensive or obnoxious vibration, noises, odor, or other undesirable effect,
and upon Landlord's notice thereof to Tenant, Tenant shall, within five (5) days
thereof,  eliminate or control  same.  If any such  condition is not so remedied
then Landlord may at its  discretion  either:  (a) remedy such condition and any
cost and expense incurred by Landlord  therefore shall be deemed additional rent
and paid by Tenant to Landlord  together with the next  installment  of rent due
hereunder,  or (b) treat such  failure on the part of the Tenant to remedy  such
condition as a material  default under the  provisions of this lease on the part
of the Tenant hereunder,  entitling Landlord to any of its remedies, pursuant to
the  terms of this  lease.  In no event,  however,  shall  the  Tenant  make any
alteration,  addition or  structural  installation  in or to the premises or any
parts thereof to remedy or cure such default  without the prior written  consent
of the Landlord.

         (b)      TOXIC/HAZARDOUS WASTES:

                  (i) Tenant  shall not cause or permit any  Hazardous  Material
(as  hereinafter  defined)  to be  brought  upon,  kept or used in or about  the
demised  premises by Tenant,  its agents,  employees,  contractors  or invitees,
except  in  compliance  with  all  applicable  laws and in  compliance  with all
required or necessary permits,  if any. Tenant further covenants and agrees that
it shall not discharge any  Hazardous  Material in the ground or sewer  disposal
system, except in compliance with all applicable laws and in compliance with all
required or necessary permits, if any. If Tenant breaches the obligations stated
in the preceding sentences, or if Tenant's introduction of Hazardous Material on
the demised  premises  results in  contamination  of the demised premises or any
other part of the  building or land of which it forms a part or if there is such
a discharge  during the Term of this Lease,  then Tenant  shall (A)  immediately
give  Landlord  written  notice  thereof,  and (B)  indemnify,  defend  and hold
harmless Landlord from any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses (including, without limitation, diminution in value
of the demised  premises or the building or land of which it forms a part,  loss
or restriction on use of space in the building of land of which it forms a part,
reasonable   sums  paid  in   settlement  of  claims,   reasonable   attorneys',
consultants'  and other  expert  fees) which arise during or after the term as a
result   of  such   breach,   contamination,   or   discharge.   The   foregoing
indemnification includes, without limitation,  costs incurred in connection with
any required investigation of site conditions or any clean-up, remedial, removal
or restoration work required by any federal,  state or local governmental agency
or political subdivision. Without limiting the foregoing, if the presence of any
Hazardous  Material  within the demised  premises  caused or permitted by Tenant
results in any  contamination  of the demised  premises or any other part of the


                                       7
<PAGE>

building  or land of which  it  forms a part,  Tenant  shall  promptly  take all
actions at its sole expense as are  necessary to return the demised  premises or
any other part of the building or land of which it forms a part to the condition
existing prior to the introduction of any such Hazardous Material.

                  (ii) As used herein, the term "Hazardous  Material" means: (A)
asbestos,  petroleum products, and polychlorinated  biphenyls, and (B) hazardous
or toxic  materials,  wastes and  substances  which are defined,  determined  or
identified  as such pursuant to all present and future  federal,  state or local
laws,  rules or  regulations  and  judicial  or  administrative  interpretations
thereof (collectively "Governmental Laws").

                  (iii)  Landlord and its agents  shall have the right,  but not
the duty,  to inspect  the  demised  premises  at any  reasonable  time and upon
reasonable  notice to Tenant to determine  whether  Tenant is complying with the
terms of this  Article.  If Tenant is not in compliance  with the  provisions of
this Article,  Landlord  shall have the right upon five (5) days written  notice
(except in the event of an  emergency)  to  immediately  enter upon the  demised
premises  to remedy  said  noncompliance  at  Tenant's  expense  and any expense
incurred  by  Landlord  shall be paid by Tenant  upon demand and shall be deemed
additional rent. Landlord shall use reasonable efforts to minimize  interference
with Tenant's business.

                  (iv) Tenant's  obligations  under this  paragraph  52(d) shall
survive the termination of this Lease for any reason.

53.      LIMITATION OF LANDLORD'S LIABILITY AND TENANT'S INDEMNIFICATION:

         (a) None of Landlord,  any managing agent, Superior Parties (as defined
below), or their respective affiliates,  owners, partners, directors,  officers,
agents and employees (collectively  "Landlord's  Affiliates") shall be liable to
Tenant for any loss,  injury, or damage, to Tenant or to any other person, or to
its or their property, irrespective of the cause of such injury, damage or loss,
unless caused by, or resulting from, the negligence or willful acts or omissions
of  Landlord,  or  its  agents,  servants  or  employees  in  the  operation  or
maintenance  of the  demised  premises  (subject,  however,  to the  doctrine of
comparative  negligence  in the event of negligence on the part of Tenant or any
of its contractors).  Further, none of Landlord or Landlord's Affiliates,  shall
be liable (i) for any such damage  caused by other persons in, upon or about the
demised premises, or caused by operations in construction of any private, public
or  quasi-public  work;  or (ii) with  respect to matters for which  Landlord is
liable,  for  consequential or indirect damages  purportedly  arising out of any
loss of use of the demised  premises or any equipment or  facilities  therein by
Tenant or any person claiming through or under Tenant.

         (b) Tenant  hereby  indemnifies,  defends,  and holds  Landlord and all
Landlord  Affiliates  harmless  from and against any and all claims,  judgments,
liens,  causes of action,  liabilities,  damages,  costs,  losses  and  expenses
(including, but not limited to reasonable legal, engineering and consulting fees
of engineers, attorneys and consultants selected by Landlord) arising from or in
connection  with (i) the conduct or  management  of the demised  premises or any


                                       8
<PAGE>

business  therein,  or any work or  Alterations  done, or any condition  created
(other  than by  Landlord or  Landlord's  Affiliates  or Agents) in or about the
demised  premises during either or both of the term of this lease and the period
of time, if any, prior to the Commencement  Date that Tenant may have been given
access to the demised  premises  pursuant to this Lease,  including  any and all
mechanics and other liens and encumbrances; (ii) any act, omission or negligence
of Tenant or any of its  subtenants or licensees or their  partners,  directors,
officers, agents, employees, invitees or contractors; (iii) any accident, injury
or damage  whatsoever  (unless caused by Landlord's  gross negligence or willful
acts or those of its Affiliates or Agents)  occurring in, at or upon the demised
premises;  (iv) any breach or  default by Tenant in the full and prompt  payment
and  performance  of Tenant's  obligations  under this lease;  (v) any breach by
Tenant of any of its warranties and  representations  under this lease; and (vi)
any  actions  necessary  to protect  Landlord's  interest  under this lease in a
bankruptcy proceeding or other proceeding under the Bankruptcy Code. In case any
action or proceeding is brought  against  Landlord or any Landlord  Affiliate by
reason of any such claim, Tenant, upon notice from any or all of Landlord, Agent
or any Superior Party (hereinafter defined), shall resist and defend such action
or proceeding. Tenant's obligations under this Paragraph 53(b) shall survive the
termination of this Lease for any reason.

         (c) The obligations of Tenant hereunder shall not be affected, impaired
or excused,  and Landlord  shall have no liability  whatsoever  to Tenant,  with
respect to any act, event or circumstance  arising out of (i) Landlord's failure
to fulfill,  or delay in fulfilling any of its  obligations  under this lease by
reason of labor dispute,  governmental preemption of property in connection with
a public emergency or shortages of fuel, supplies, or labor, or any other cause,
whether similar or dissimilar, beyond Landlord's reasonable control; or (ii) any
failure or defect in the supply, quantity or character of utilities furnished to
the demised  premises,  or by reason of any requirement,  act or omission of any
public  utility  or  others  serving  the  demised  premises  beyond  Landlord's
reasonable  control.  Tenant  shall not hold  Landlord  or Agent  liable for any
latent defect in the demised  premises,  nor shall Landlord be liable for injury
or damage to person or property  caused by fire, or theft, or resulting from the
operation of heating or air conditioning or lighting apparatus,  or from falling
plaster, or from steam, gas,  electricity,  water, rain, snow, ice, or dampness,
that may leak or flow from any part of the demised premises,  or from the pipes,
appliances  or  plumbing  work  of  the  same.   Tenant  agrees  that  under  no
circumstances  shall  Landlord be liable to Tenant for any loss of,  destruction
of,  damage to or  shortage  of any  property;  including,  but not  limited to,
Tenant's Property, unless caused by Landlord's gross negligence, willful acts or
omissions or those of its Affiliates or Agents.

         (d)  Notwithstanding  anything to the contrary contained in this lease,
the  liability  of Landlord  and  Landlord's  Affiliates  (and of any  Successor
Landlord  hereunder)  to Tenant  shall be limited to the interest of Landlord in
the demised premises, and Tenant agrees to look solely to Landlord's interest in
the demised  premises for the recovery of any judgment or award against Landlord


                                       9
<PAGE>

and  Landlord's  Affiliates,  it being  intended  that  Landlord and  Landlord's
Affiliates shall not be personally liable for any judgment or deficiency.

54.      UTILITIES:

         Notwithstanding  anything  previously  written  anywhere in this lease,
Tenant shall bear the cost and expense of the  following  services and utilities
supplied to the demised  premises,  to the extent  incurred  during or otherwise
attributable  to the  Term  or to  Tenant's  use  or  occupancy  of the  demised
premises:

         (a)      all electricity in and about the demised premises;

         (b)      fuel for heating purposes in and about the demised
premises;

         (c)      water and sewer charges assessed against the demised
premises; and

         (d) all other utilities and services  delivered or otherwise  furnished
to or for the demised premises.

55.      TENANT'S FAILURE TO VACATE:

         In the event the Tenant does not vacate the demised  premises  upon the
expiration  date of this  lease,  or upon the  expiration  of any  extension  or
renewal  thereof,  then and in that event the Tenant  shall remain as a month to
month Tenant at a monthly  rental equal to one hundred and fifty (150%)  percent
of the monthly rent payable for the month  immediately  preceding the end of the
Term, plus all additional rent due under this lease for any such holdover period
and Tenant shall also remain  liable for all real estate  taxes,  insurance  and
utilities.  The  acceptance by the Landlord of such rental after the  expiration
date  of this  lease  shall  not be  construed  as  consent  to  such  continued
occupancy.

56.      ASSIGNMENT/SUBLET:

         Tenant  covenants  that it shall not  assign  this lease nor sublet the
demised  premises  or any part  thereof  without  the prior  written  consent of
Landlord in each instance.  Tenant may, without the consent of Landlord,  assign
or sublet all or any  portion of its  leasehold  to an  Affiliate  under  common
control  with  Tenant  or  to  a  successor  entity  incident  to  a  merger  or
consolidation or to the Purchaser of substantially all of Tenant's assets.

         Landlord  shall not  unreasonably  withhold  its  consent to a proposed
assignment or sublet, provided:

         (a)  Such  assignment  or  sublease  shall  be  for a use  which  is in
compliance  with the then existing  zoning  regulations  and the  Certificate of
Occupancy for the demised premises or the building,  and consistent with the use
hereinabove set forth;

         (b) At the time of such  assignment or subletting,  Tenant shall not be
in default under the terms, covenants, agreements and conditions of this Lease;

                                       10
<PAGE>

         (c) In addition to any other sums payable hereunder,  Landlord shall be
entitled to and Tenant shall promptly remit to Landlord,  fifty percent (50%) of
(i) any  consideration  received by Tenant as a result of any  assignment of its
leasehold  interest  and/or (ii) the difference  between the rent payable by any
subtenant  and the rent payable  under this Lease,  in each case net of Tenant's
reasonable  costs  of  preparing  the  demised  premises  for  the  assignee  or
subtenant,  reasonable  attorneys fees incurred in connection with preparing the
assignment or sublet documents and reasonable  brokerage  commissions paid to an
independent, licensed real estate broker.

         (d) In the event of an assignment,  the assignee must assume in writing
the  performance  of all of the terms,  covenants,  conditions,  agreements  and
obligations of the within lease;

         (e) A duly executed  duplicate  original of said assignment or sublease
must be delivered by Certified Mail, Return Receipt Requested to the Landlord at
the address herein set forth not less than ten (10) days before the date of said
assignment or sublease;

         (f) Such  assignment  or  subletting  shall not,  however,  release the
within Tenant from its liability for the full and faithful performance of all of
the terms,  covenants,  agreements,  and conditions of this lease, including the
payment of rent and additional rent;

         (g) If this lease shall be assigned,  or if the demised premises or any
part  thereof be sublet,  underlet  or  occupied  by anyone  other than  Tenant,
Landlord may after default by Tenant, collect rent from the assignee, subtenant,
undertenant or occupant,  and apply the net amount  collected to the rent herein
reserved or additional rent due hereunder.

         (h) A request  for  Landlord's  consent  to a  proposed  assignment  or
proposed sublet shall be deemed Tenant's offer to terminate this lease as of the
last day of the calendar month during the term hereof immediately  preceding the
commencement  of such sublease or the effective  date of such  assignment and to
vacate and surrender  the demised  premises to Landlord on the date fixed in the
notice.  If Landlord within ten (10) business days after the receipt thereof has
not accepted in writing the offer by Tenant to cancel and  terminate  said lease
and to vacate and surrender the demised premises, the lease shall remain in full
force and effect and Landlord shall not unreasonably withhold its consent to the
proposed  assignment  or  sublet.  This  subparagraph  (i) shall not apply to an
assignment or sublet to a parent or other affiliate.

         (i) As  additional  security for the prompt  payment of the rent herein
reserved to Landlord,  and for the faithful  performance and punctual observance
of all the other terms, covenants,  agreements, and conditions herein contained,
Tenant hereby assigns to Landlord all of Tenant's rights, title, and interest in
and to any sublease which may be made by Tenant affecting the demised  premises,
or any part  thereof,  and in and to the rents  due or to  become  due under the
terms of any such sublease. The aforesaid assignment shall take effect, however,
only in the event of any default  hereunder made or suffered by Tenant and after


                                       11
<PAGE>

written notice given by Landlord to the subtenant or subtenants, as the case may
be, and shall take effect as to such of said  subleases as Landlord  shall elect
to continue in full force and effect.

57.      COMMENCEMENT DATE:

         In the event  that the term of this lease  commences  or ends on a date
other  than the first or last of the  month,  the rent for that  month  shall be
prorated.

58.      TERMINATION:

At the  expiration  of the term of this Lease or upon the early  termination  of
this Lease,  Tenant shall deliver to Landlord any and all equipment belonging to
Landlord in working  condition,  reasonable  wear and tear  excepted,  including
equipment  installed or replaced by the Tenant.  In no event shall Tenant remove
any of the following  materials or equipment  without  Landlord's  prior written
consent: any power wiring or power panels,  lighting or lighting fixtures,  wall
or window coverings, carpets or other floor coverings, heaters, air conditioners
or any other heating or air conditioning  equipment,  fencing or security gates,
or other similar building operating equipment and decorations.  However, Tenant,
shall  have the  right to and  shall,  upon  request  by  Landlord  prior to the
termination  of this lease,  shall remove all personal  property of Tenant,  its
movable business and trade equipment (including,  without limitation, its racks,
and signs prior to the Expiration  Date,  and upon removal,  Tenant shall repair
and restore any damage due to such removal and restore the demised premises to a
usable  condition (as to the racks,  Tenant shall cut all related bolts and file
or otherwise level them even with the flooring) and a condition substantially in
conformity  with  that of the  remaining  areas of the  demised  premises.  With
respect to its Racks and its  refrigeration  and freezer  equipment only, Tenant
shall have up to forty-five  (45) days after the end of the Term to remove same,
provided  that Tenant shall have no right to use,  occupy or possess the demised
premises  during  said 45 day period  except as may be  necessary  to remove its
racks and its refrigeration and freezer  equipment and provided,  further,  that
Tenant in removing its racks and its refrigeration and freezer equipment,  shall
make all reasonable efforts necessary to minimize  interference with the efforts
of Landlord or any successor Tenant attempting to install tenant improvements or
otherwise  to prepare the  demised  premises  for  occupancy  by another  party.
Tenant,  may, but shall not be obligated to remove its refrigeration and freezer
equipment from the demised premises as permitted above.

59.      ESTOPPEL CERTIFICATES:

         Either  party  shall,  from time to time and within ten (10) days after
any request by the other party, execute and deliver to the requesting party (and
to any other  party  designated  by the  requesting  party),  a  statement:  (i)
certifying  that this  lease is  unmodified  and in full force and effect (or if
there  have been  modifications,  that the same is in full  force and  effect as
modified and stating the modifications);  (ii) certifying the dates to which the
rent has been paid;  (iii) stating whether the requesting party is in default in


                                       12
<PAGE>

performance of any of its obligations  under this lease,  and, if so, specifying
each such default;  (iv) stating whether any event has occurred which,  with the
giving of notice or passage of time, or both,  would  constitute such a default,
and, if so,  specifying each such event; and (v) stating whether any substantial
rights of the  non-requesting  party (e.g.,  options) have been waived. Any such
statement  delivered  pursuant  hereto  shall  be  deemed a  representation  and
warranty to be relied upon by the party requesting the certificate and by others
with  whom the  requesting  party  may be  dealing,  regardless  of  independent
investigation.   The  non-requesting  party  also  shall  include  in  any  such
statements such other information  concerning this lease as the requesting party
may reasonably request.

                                       13
<PAGE>

60.      DEFAULT:

         It is specifically understood and agreed that if either party commences
a Summary  Proceeding  or any other  action  against  the other party due to any
violation  and/or  defaults by the other party in the observance or performances
of the terms, covenants, conditions or agreements to be performed or observed by
the other party under this Lease,  the  prevailing  party shall bear the cost of
the other party's reasonable attorney fees.

61.      MISCELLANEOUS:

         (a) This instrument  contains the entire and only agreement between the
parties with respect to the leasing of the demised premises.  No oral statements
or  representations  or prior written matter not contained herein shall have any
force or effect.

         (b) This lease shall not be modified, changed, or amended in any way or
except by a writing subscribed by both parties.

         (c) Any  reference in the printed  portion of this lease to the City of
New  York and the  Administrative  Code of the  City of New  York  shall,  where
applicable,  be deemed to refer to the ordinances,  rules and regulations of the
county, town, village and other governmental  authorities with jurisdiction over
the demised premises.

         (d) If any term or provision of this lease or the  application  thereof
to  any  person  or   circumstances   shall,  to  any  extent,   be  invalid  or
unenforceable,  the remainder of this lease,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid  or  unenforceable,  shall  not be  affected  thereby  and each term and
provision  of this  lease  shall be valid and  enforced  to the  fullest  extent
permitted by law.

         (e) This  agreement  shall be governed by and  construed in  accordance
with the laws of the State of New York.

         (f)  Neither  this lease nor any  memorandum  hereof  shall be recorded
without Landlord's prior written consent.

         (g) Each provision of this Lease which requires the consent or approval
of a party  shall be deemed to require  the same in each  instance in which such
provision may be applicable. Any consent or approval by a party to or of any act
or omission by the other party requiring consent or approval shall not be deemed
to waive any  future  requirement  for such  consent  or  approval  to or of any
subsequent similar act or omission.

         (h) This lease shall not be construed  more strictly  against one party
than  against  the  other  merely  by  virtue  of the fact that it may have been
prepared  by  counsel  for one of the  parties,  it being  recognized  that both
Landlord  and  Tenant  have  contributed  substantially  and  materially  to the
preparation of this lease. To the headings of various Articles in this lease are
for  convenience  only,  and are not to be utilized in construing the content or
meaning of the substantive provisions hereof.

                                       14
<PAGE>

62.      ALTERATIONS:

         (a) Tenant may, from time to time, at its expense,  make alterations or
improvements in and to the demised premises  (hereinafter  collectively referred
to as "Alterations"),  provided that with respect to any alterations the cost of
which exceeds  $50,000.00 in the  aggregate in any calendar  year,  Tenant first
obtains the written consent of Landlord in each instance.  Landlord's consent to
Alterations  shall  not  be  unreasonably  withheld,   provided  that:  (i)  the
Alterations  are  non-structural  and the  structural  integrity  of the demised
premises shall not be impacted,  (ii) the Alterations are to the interior of the
demised premises;  (iii) the proper  functioning of the mechanical,  electrical,
heating,  ventilating,  air-conditioning  ("HVAC"),  sanitary and other  service
systems of the  demised  premises  shall not be  impacted  and the usage of such
systems by Tenant shall not be  increased  beyond  their  capacity;  (iv) Tenant
shall have appropriate  insurance coverage  reasonably  satisfactory to Landlord
regarding  the  performance  and  installation  of  the  Alterations;   (v)  the
Alterations  shall conform with all other  requirements of this lease;  and (vi)
Tenant shall have provided  Landlord with detailed  plans (the "Plans") for such
Alterations in advance of requesting  Landlord's  consent.  Additionally,  after
obtaining  Landlord's  preliminary  consent to the Plans, but before  proceeding
with any  Alterations,  Tenant  shall,  at its  expense,  obtain  all  necessary
governmental  permits and  certificates  for the commencement and prosecution of
Alterations  and shall submit to Landlord,  drawings,  plans and  specifications
conforming to and consistent with the plans,  and all permits for the work to be
done.

         (b) Tenant shall cause the  Alterations  to be performed in  compliance
with all applicable permits,  laws and requirements of public  authorities,  and
with Landlord's  reasonable  rules and  regulations or any other  conditions and
restrictions  that  Landlord  may have  imposed as a condition  to granting  its
consent to the Alterations.  Tenant shall cause the Alterations to be diligently
performed in a good and workmanlike manner, using new materials and equipment at
least  equal in quality  and class to the  standards  for the  demised  premises
established  by  Landlord.   Tenant  shall  obtain  all  necessary  permits  and
certificates  for  final  governmental  approval  of the  Alterations  and shall
provide Landlord with "as built" plans,  copies of all  construction  contracts,
governmental permits and certificates and copies of paid final lien waivers.

         (c)  Tenant  shall  pay when due all  claims  for  labor  and  material
furnished to the demised  premises in connection  with the  Alterations.  Tenant
shall not permit any mechanics or  materialmen's  liens to attach to the demised
premises or Tenant's leasehold estate. Tenant, at its expense, shall procure the
satisfaction  or discharge of record of all such liens and  encumbrances  within
thirty  (30) days  after the  filing  thereof.  In the event  Tenant  has not so
performed,  Landlord may, at its option, pay and discharge such liens and Tenant
shall be  responsible  to  reimburse  Landlord,  on  demand,  for all  costs and
expenses incurred in connection therewith, together with interest thereon at the
rate of 18% per annum, which expenses shall include reasonable fees of attorneys
of  Landlord's  choosing,  and any costs in posting bond to effect  discharge or


                                       15
<PAGE>

release of the lien as an encumbrance against the demised premises. Any sums due
from Tenant pursuant to the preceding sentence shall constitute  additional rent
under this lease.

63.      LIEN PROHIBITION:

         Nothing  contained in this lease shall be deemed to be, or construed in
any  way as  constituting,  the  consent  of  Landlord  to any  person  for  the
performance of any labor or the furnishing of any materials at or to the demised
premises or the building and land of which the demised  premises are a part, nor
as giving  Tenant  any  right,  power or  authority  to  contract  or permit the
performance of any labor or the furnishing of any material which might give rise
to the right to record or file a lien  against the demised  premises or the real
property  of which the  demised  premises  are a part or against  the  interests
therein of  Landlord  or Tenant,  it being  intended  that all  persons  who may
perform any labor or furnish  any  materials  to Tenant at the demised  premises
shall look only to the credit of Tenant and such  security as Tenant may furnish
to such persons for the payment of all such labor and  materials.  Landlord does
not consent to the recording or filing of any  mechanics' or other liens against
the leased  premises or the real  property of which the demised  premises  are a
part or the interest of Landlord or Tenant therein.

64.      FURTHER RE: CASUALTY:

         (a)  Notification.  Tenant shall give prompt  notice to Landlord of (i)
any fire or other  casualty in the demised  premises,  and (ii) any damage to or
defect  in  any  part  or  appurtenance  of  the  demised  premises'   sanitary,
electrical,  HVAC,  elevator or other systems  located in or passing through the
demised premises or any part thereof.

         (b) Repair  Provisions.  If the demised premises are damaged by fire or
other insured  casualty,  Tenant shall repair or cause to be repaired the damage
and restore and rebuild the demised  premises with reasonable  dispatch in order
to restore the demised premises as nearly as practicable to a condition and fair
market  value not less than the  condition  required to be  maintained  and fair
market value thereof,  immediately  prior to such  casualty.  All such repair or
restoration  work shall be undertaken  and  completed in a good and  workmanlike
manner  and in  compliance  with all  applicable  laws,  codes,  ordinances  and
recorded   instruments,   without   regard  to  the   sufficiency  or  immediate
availability of insurance proceeds attributable to such damage, and Tenant shall
repair the damage to and restore and repair Tenant's  Property,  with reasonable
dispatch  after such  damage or  destruction.  All such work by Tenant  shall be
deemed Alterations for the purposes of this lease.

         (c)  To  the  foregoing,  notwithstanding,  following  any  substantial
casualty or other damage,  Tenant may terminate  this Lease in accordance and in
compliance with the provisions of paragraph "70" hereof,  provided that, in such
event only,  Tenant shall assign to Landlord all  insurance  proceeds  resulting


                                       16
<PAGE>

from such casualty and shall thereafter remain liable for all Rents,  Additional
Rents, Real Estate Taxes and Insurance Premiums, as provided in paragraph "70".

         (d) No Rental Abatement. Any damage by fire or other casualty caused to
the demised premises notwithstanding,  Tenant shall remain fully liable for rent
and all  additional  rent without  abatement,  setoff  reduction of any kind and
shall remit said sums in accordance with the terms of this Lease.

         (e) Tenant hereby expressly waives the provisions of Section 227 of the
Real  Property Law and agrees that the foregoing  provisions  of this  paragraph
shall govern and control in lieu thereof.

65.      NOTICES:

         Any notice required to be given by either party pursuant to this lease,
shall be in writing and shall be deemed to have been properly given, rendered or
made  only if  personally  delivered,  or if sent by  Federal  Express  or other
comparable  commercial overnight delivery service,  addressed to the other party
at the addresses set forth below (or to such other address as Landlord or Tenant
may designate to each other from time to time by written  notice),  and shall be
deemed to have been given,  rendered or made on the day so  delivered  or on the
first business day after having been deposited with the courier service:

         If to Landlord:     FR Acquisitions, Inc.
                             311 South Wacker Drive, Suite 4000
                             Chicago Illinois  60606
                             Att: Mr. Johannson Yap and
                                  Mr. Scott McGregor

         With a copy to its
         Regional Office:    First Industrial
                             575 Underhill Boulevard
                             P. O. Box 830
                             Syosset, New York   11791
                             Att: Mr. Jan Burman,
                                  Sr. Regional Director

         With a copy to:     Barack, Ferrazzano, Kirschbaum &
                             Perlman
                             333 West Wacker Drive, Suite 2700
                             Chicago, Illinois  60606
                             Att: Howard Nagelberg and
                                  Suzanne Bessette-Smith

         With an additional
         copy to:            Parker Chapin Flattau & Klimpl, LLP
                             1211 Avenue of Americas
                             New York, New York   10036
                             Att: Miles M. Borden, Esq.

         If to Tenant:       Di Giorgio Corporation
                             380 Middlesex Avenue
                             Carteret, New Jersey 07008
                             Att: General Counsel

                                       17
<PAGE>

         With a copy to:     Di Giorgio Corporation
                             380 Middlesex Avenue
                             Carteret, New Jersey 07008
                             Att: Chief Financial Officer

66.      NET LEASE:

         This is an absolutely net lease, and, except as otherwise  specifically
provided herein,  this lease shall not terminate nor shall Tenant have any right
to terminate this lease except as provided in paragraph "70" or paragraph  "64";
nor shall Tenant be entitled to any abatement,  deduction, deferment, suspension
or  reduction  of, or setoff,  defense or  counterclaim  against,  any  rentals,
charges,  or other  sums  payable  by Tenant  under  this  lease;  nor shall the
respective obligations of Landlord and Tenant be otherwise affected by reason of
damage to or destruction of the demised premises from whatever cause, any taking
by  condemnation  or eminent  domain,  the  lawful or  unlawful  prohibition  of
Tenant's  use of the demised  premises,  the  interference  with such use by any
persons,  corporations  or other  entities  unrelated to Landlord,  it being the
intention  that the  obligations  of  Landlord  and  Tenant  hereunder  shall be
separate and  independent  covenants and  agreements and that the annual rental,
additional rent and all other charges and sums payable by Tenant hereunder shall
continue  to be  payable in all events  unless the  obligations  to pay the same
shall be terminated pursuant to the express provisions of this lease; and Tenant
covenants  and  agrees  that  it will  remain  obligated  under  this  lease  in
accordance  with its terms,  and that it will not take any action to  terminate,
cancel, rescind or void this lease, notwithstanding the bankruptcy,  insolvency,
reorganization,  composition, readjustment, liquidation, dissolution, winding up
or other  proceedings  affecting  Landlord or any assignee of, or successor  to,
Landlord,  and notwithstanding any action with respect to this lease that may be
taken by a trustee or receiver of Landlord or any assignee of, or successor  to,
Landlord or by any court in any such proceeding.

67.      LANDLORD'S TITLE:

         Tenant  acknowledges  that  Tenant  transferred  title  to the  demised
premises to  Landlord  on the date  hereof  pursuant to a contract of sale dated
February , 1998 ("Contract") and, accordingly,  Tenant shall, during the term of
this lease:

         (a) remain responsible for complying, at its expense, subject, however,
to Paragraph  48(a)(iv) in respect of any required alteration or addition to the
demised  premises,  with the Americans with  Disabilities Act of 1990 (42 U.S.C.
ss.ss.12101  et. seq.) and the regulations  promulgated  thereunder (the "ADA"),
insofar as the ADA  relates to the demised  premises.  Tenant  shall  indemnify,
defend and hold  harmless  Landlord from and against all loss,  cost,  damage or
expense  (including,   without  limitation,   reasonable   attorneys'  fees  and
disbursements)  which  result from any claim  arising out of Tenant's use during
the  term  that  the  demised  premises  does  not  comply  with  the ADA or the
guidelines set forth therein, whether or not Tenant uses the demised premises as
a "place of public accommodation" (as defined in the ADA).

                                       18
<PAGE>

68.      RENT PAYMENTS:

         All rent and  additional  rent and all other sums and charges due under
this lease,  shall be paid to Landlord in accordance with the payment directions
attached  hereto as Schedule C or pursuant to such other  directions as Landlord
shall designate in this lease or otherwise.

69.      SUBORDINATION AND ATTORNMENT:

         (a) This  lease,  and all rights of Tenant  hereunder,  are subject and
subordinate  to all ground  leases of the land and building of which the demised
premises forms a part (the "Property") now or hereafter existing and to the lien
of  all   mortgages  or  trust  deeds  or  deeds  of  trust  and  all  renewals,
modifications,  replacements and extensions thereof;  and to all "Spreaders" and
consolidations  thereof (all of which are hereafter  referred to collectively as
"Mortgages"), that may now or hereafter affect or encumber all or any portion of
Landlord's interest in the Property.  This subordination shall apply to each and
every advance made, or to be made, under such Mortgages. This paragraph shall be
self-operative  and no further  instrument of  subordination  shall be required,
however, in confirmation of such subordination, Tenant shall, from time to time,
execute  acknowledge  and deliver any instrument that Landlord may, from time to
time,  reasonably  require in order to  evidence or confirm  such  subordination
provided that any such instrument shall provide  non-disturbance  protection for
Tenant.  Tenant  acknowledges that this lease and the rents due under this lease
have been (and,  in the  future,  may be)  assigned  by  Landlord  to a Superior
Mortgagee  (defined  below)  as  additional  collateral  security  for the loans
secured  by  the  Superior  Mortgage  (defined  below)  held  by  such  Superior
Mortgagee.  Any ground lease to which this Lease is subject and  subordinate  is
hereafter  referred to as a "Superior Lease",  the Lessor under a Superior Lease
is hereinafter referred to as a "Superior Lessor," and the lessee thereunder,  a
"Superior  Lessee"  and  any  Mortgage  to  which  this  Lease  is  subject  and
subordinate is hereinafter  referred to as a "Superior  Mortgage" and the holder
of a Superior Mortgage is hereinafter referred to as a Superior Mortgagee.

         (b) In the event that  Landlord  breaches or otherwise  fails to timely
perform  any  of its  obligations  under  this  lease,  Tenant  shall  give,  by
registered or certified mail, return receipt  requested,  written notice of such
alleged  breach or  default  to  Landlord  and to each  Superior  Mortgagee  and
Superior Lessor whose name and address shall previously have been furnished,  in
writing,  to Tenant.  Any or all of Landlord,  a Superior  Mortgagee or Superior
Lessor  may  remedy  or cure such  breach or  default  within  thirty  (30) days
following the giving of such notice;  provided,  however,  that said thirty (30)
day cure period shall be automatically  extended in the event that the breach or
default cannot,  by its nature, be cured within thirty (30) days and one or more
of  Landlord,  the  Superior  Mortgagee  or the  Superior  Lessor is  diligently
proceeding to cure said default.

         (c) If any Superior Lessor or Superior  Mortgagee  (whether by receiver
or otherwise)  shall  succeed to the rights of Landlord  hereunder or comes into
possession  of the Property or any part  thereof,  then,  at the request of such


                                       19
<PAGE>

party (hereinafter referred to as a "Successor  Landlord"),  Tenant shall attorn
to and recognize each Successor  Landlord as Tenant's  landlord under this lease
and shall promptly  execute and deliver any instrument  such Successor  Landlord
may  reasonably  request to further  evidence  such  attornment.  Tenant  hereby
acknowledges that in the event of such succession,  then from and after the date
on which the Successor  Landlord  acquires  Landlord's rights and interest under
this lease (the "Succession  Date"), the rights and remedies available to Tenant
under this Lease with respect to any obligations of any Successor Landlord shall
be limited to the equity interest of the Successor Landlord in the Property; and
the Successor  Landlord shall not (i) be liable for any act, omission or default
of  Landlord or other  prior  lessor  under this lease if and to the extent that
such act,  omission or default occurs prior to the Succession  Date; (ii) except
as required  under  Paragraphs 49 and Paragraph 9 of this lease,  be required to
make or complete any tenant  improvements or capital  improvements or to repair,
restore,  rebuild or replace  the demised  premises  or any part  thereof in the
event of damage casualty or condemnation;  or (c) be required to pay any amounts
to Tenant that are due and payable, under the express terms of this lease, prior
to the  Succession  Date.  Additionally,  from and  after the  Succession  Date,
Tenant's  obligation  to pay the annual  rental rate or  additional  rent or any
other  sum due the  Landlord  under  this  lease,  shall not be  subject  to any
abatement,  deduction,  set-off or counterclaim  against the Successor  Landlord
that arises as a result of, or due to, a default of Landlord or any other lessor
that occurs prior to the Succession Date. Moreover,  no Successor Landlord shall
be bound by any advance payments of the annual rental rate or additional rent or
any other sum due the Landlord under this lease made prior to the calendar month
in which the  Succession  Date occurs nor by any  Security  that is not actually
delivered to, and received by, the Successor Landlord. To the provisions of this
Paragraph  69(c) shall be self operative upon demand of such Superior  Lessor or
Superior Mortgage and no further  instrument shall be required to give effect to
such provisions.

70.      TENANT'S RIGHT TO CANCEL:

         (a) Notwithstanding  anything to the contrary herein, Tenant shall have
the right and option to cancel this lease,  subject to the conditions  described
below in paragraph  70(b)  provided that the Tenant shall serve a written notice
to such effect upon Landlord by certified  mail,  return  receipt  requested not
less than sixty (60) days before the proposed date of  cancellation  ("Effective
Date").  If Tenant shall  exercise  such option,  this lease and the term hereof
shall  expire and  terminate on such  Effective  Date with the same effect as if
that were the date  originally  set forth herein for the  expiration of the term
hereof,  and Tenant shall vacate and surrender the demised premises to Landlord,
in the manner and condition required by this lease, on or before such date as if
such date were the date  originally  set forth herein for the  expiration of the
term hereof.

         (b) The above described  right of  cancellation  shall be effective and
binding on Landlord if and only if:

                                       20
<PAGE>


                  (i) such notice is sent by the Tenant named herein, such right
being personal to such Tenant and not transferable to any assignee or subtenant.

                  (ii)  Tenant  shall not be in default  under any of the terms,
covenants,  conditions,  and  provisions  of this  lease at the time of any such
notice or on the Effective Date,  beyond  applicable notice and grace period, if
any.
                                                                           
               (iii)  Tenant  shall  remit to  Landlord,  simultaneous  with its
delivery  of the  aforesaid  notice,  a lump sum  payment  equal to all Rent and
Additional  Rent due under  the Lease  through  the  expiration  of the Term and
Tenant shall  thereafter  remit to Landlord,  on an as accrued  basis,  all real
estate taxes and insurance  premiums relating to the demised premises during the
remainder of the Term provided Landlord continues to own the premises. Except as
provided in this paragraph 70 and in paragraph  64(c), if applicable,  following
the  Effective  Date,  Tenant  shall have no other or further  obligations  with
respect to the Lease or the demised premises.

         (c) If and only if,  Landlord  lets the Premises to another  tenant for
all or a portion of the remaining  Term of this Lease,  and provided  Tenant has
remitted to Landlord all of the sums required  under the terms of this paragraph
"70", then within thirty (30) days of the end of this Lease (without taking into
consideration,  for purposes of setting this date,  Tenants prior  cancellation)
Landlord shall remit to Tenant,  after deducting all "reletting"  expenses,  the
aggregate amount of any base rent and additional rent (for real estate taxes and
insurance  premiums  only)  collected up to a maximum of the amount  remitted to
Landlord by Tenant incident to its  cancellation  under this paragraph "70". For
purposes  of this  paragraph,  reletting  expenses  shall  include  all  related
broker's commissions, advertising costs, tenant improvements,  maintenance, rent
concessions, repairs to the premises, legal fees and other related costs.

71.      NO NEW CONTRACTS:

         During the term of the Lease, Tenant shall not enter into any Contract,
agreement or arrangement for the provision of goods or services to be performed,
delivered at or otherwise benefitting the Premises, which shall survive the term
of the lease unless same may be terminated by Tenant or its successor on no more
than 30 days notice.

72.      OPTION TO RENEW:

         So long as no Default  shall have  occurred and be continuing on either
the last day of the initial  term or on the day Tenant  purports to exercise the
option granted by this paragraph,  Tenant may elect to extend and renew the term
for one (1) additional term of five (5) years (the "Option Term"). Such election
shall be exercised by Tenant giving  Landlord  written  notice not less than one
hundred eighty (180) days prior to the expiration of the initial term. Time will
be of the essence with respect to the giving of notice by Lessee of its election
to extend the term.  The Rent payable  during the Option Term shall be as set
forth on  Schedule A and all other  terms of this Lease  shall  continue in full


                                       21
<PAGE>

force and effect  throughout  the Option Term,  except that Tenant shall have no
further option to extend or renew this Lease.


                                       FR ACQUISITIONS, INC., a
                                       Maryland Corporation


                                       By:
                                           Name:
                                           Title:


                                       Di GIORGIO CORP., a Delaware
                                       corporation


                                       By:  /s/ Lawrence S. Grossman
                                           Name:  Lawrence S. Grossman
                                           Title:  Vice President


                                       22
<PAGE>




                                  SCHEDULE "A"
                                 RENTAL SCHEDULE



COMMENCEMENT DATE:                     Date of closing of the Contract.

EXPIRATION DATE:                       To the last day of the Second Lease Year
                                       or earlier upon default or otherwise as
                                       provided in this Lease.

OPTION PERIOD:                         Five (5) years from the expiration of the
                                       initial Term, if and only if Tenant duly
                                       and timely exercises its renewal option
                                       in accordance with the terms of the
                                       Lease.

LEASE YEAR:                The term "Lease Year" shall mean a period of time
                           conforming to the following:  The first "Lease
                           Year" of the term of this lease shall mean the
                           period beginning on the Commencement Date and
                           ending on the date 12 months after the Commencement
                           Date, the second Lease Year of the term of this
                           lease shall commence on the day following the last
                           day of the first Lease Year and end l2 months
                           thereafter.

         TERM                         MONTHLY                       ANNUALLY
         ----                         -------                       --------
FIRST LEASE YEAR                     $127,125.00                  $1,525,500.00
SECOND LEASE YEAR                    $127,125.00                  $1,525,500.00
FIRST OPTION YEAR                    $137,295.00                  $1,647,540.00
SECOND OPTION YEAR                   $137,295.00                  $1,647,540.00
THIRD OPTION YEAR                    $137,295.00                  $1,647,540.00
FOURTH OPTION YEAR                   $137,295.00                  $1,647,540.00
FIFTH OPTION YEAR                    $137,295.00                  $1,647,540.00




<PAGE>



                                  SCHEDULE "B"
                             RENT PAYMENT DIRECTIONS







                               MAILING DIRECTIONS:

Rent sent through the U.S.  Postal  Service  (other than by overnight  delivery)
shall be addressed as follows:

                             FIRST INDUSTRIAL, L.P.
                                 P.O. BOX 13581
                          NEWARK, NEW JERSEY 07188-3581












                              COMMERCIAL OVERNIGHT
                              DELIVERY DIRECTIONS:

Rent sent by a commercial  overnight  delivery  service such as Federal Express,
UPS,  First  Priority  Overnight  Mail or other  comparable  overnight  delivery
service shall be addressed as follows:

                             Northern Trust Company
                                 801 South Canal
                                    4th Floor
                               Receipt & Dispatch
                             Chicago, Illinois 60607
                          Attn: First Industrial, L.P.
                               Lock Box No. 75631





NOTE:  ALL CHECKS SHOULD BE MADE PAYABLE TO FIRST INDUSTRIAL, L.P.


<PAGE>



                               LEASE SCHEDULE "C"

                               REQUIRED INSURANCE


         (a)  "All-Risk"  Property  and Loss of  Income  Coverage  for  Tenant's
Property.  "All Risk" (including  without  limitation  earthquake and flood) (i)
property  insurance on a replacement  cost basis,  covering all  structural  and
non-structural  elements  of the  building  which  forms a part  of the  demised
premises, all alterations,  building systems,  fixtures, whether or not attached
to, or built into,  the demised  premises,  which are  installed  in the demised
premises,  all in an amount not less than the full  replacement cost of all such
property  and  providing  coverage  for all risks,  including  fire and extended
coverage,  sprinkler leakage, water damage, water damage legal liability, rental
insurance,  and public liability and property damage insurance  (combined single
limit)  with  respect to any  accident  or  casualty  occurring  therein or with
respect thereto (ii) loss-of-income  insurance in an amount sufficient to assure
that  Landlord  shall  recover  the loss of any  rental  income due and owing to
Landlord from Tenant under the terms of this lease, which coverage shall provide
such  protection to Landlord for a period of not less than the unexpired term of
the  Lease,  as the same may have  been  extended.  To the  total  amount of the
deductible  required under each policy  providing such coverage shall be no more
than $25,000.00 per loss.  Landlord and any other parties designated by Landlord
(including,  but not  limited  to, its  beneficiary,  its  general  and  limited
partners,  and Superior Mortgagees and/or Superior Lessors) shall be included as
loss payee(s).

         (b)  Liability  Coverage.   Commercial  general  public  liability  and
comprehensive  automobile  liability  (and,  if  necessary  to  comply  with any
conditions of this Lease,  umbrella liability insurance) covering Tenant against
any claims  arising out of  liability  for bodily  injury and death and personal
injury and  advertising  injury and property  damage  occurring in and about the
demised premises,  and/or the Property and otherwise resulting from any acts and
operations  of Tenant,  its agents and  employees,  with limits of not less than
total limits of $2,000,000.00  per occurrence and  $5,000,000.00  annual general
aggregate,  per  location.  To the total  amount of a  deductible  or  otherwise
self-insured  retention  with  respect to such  coverage  shall be not more than
$50,000.00  per  occurrence.  Such  insurance  shall  include,  inter alia:  (i)
"occurrence"  rather than "claims  made"  policy forms unless such  "occurrence"
policy forms are not  available;  (ii) any and all  liability  assumed by Tenant
under the terms of this lease,  to the extent such insurance is  available;(iii)
Landlord and any other parties  designated by Landlord or Agent (including,  but
not limited to, its beneficiary,  its general and limited partners, and Superior
Mortgagees and/or Superior Lessors) shall be designated as Additional Insured(s)
with respect to (x) the demised premises,  and (y) all operations of Tenant, and
(z) any  property  and areas and  facilities  of  Landlord  used by Tenant,  its
employees,  invitees,  customers  or guests;  and (iv)  severability  of insured
parties and  cross-liability  so that the protection of such insurance  shall be
afforded  to  Landlord  and its  designees  in the same  manner  as if  separate
policies had been issued to each of the insured parties.


                                       
<PAGE>

         (c)  Workers'   Compensation   Coverage.   Workers'   compensation  and
employer's liability insurance as required by the laws of New York State, unless
Tenant is permitted under applicable law to be self insured in this regard.

         All insurance policies required under this lease Schedule shall: (i) be
issued by  companies  licensed to do business in the State in which the Property
is located and  acceptable  to Landlord  and any Superior  Mortgagees,  Superior
Lessors and any other party  having any  interest in the  Property;  (ii) not be
subject to  cancellation  or  material  change or  non-renewal  without at least
thirty  (30)  days'  prior  written  notice to  Landlord  and any other  parties
designated by Landlord (A) to be loss payee(s) or  additional  insured(s)  under
the insurance  policies  required  from Tenant,  or (B) to receive such notices;
(iii) be deemed to be  primary  insurance  in  relation  to any other  insurance
maintained by Landlord or Agent;  and (iv) at the sole option and  discretion of
Landlord,  include  other  appropriate  endorsements  or  extensions of coverage
typically carried by triple net tenants or owners of similar properties as would
be reasonably required of Landlord by any Superior Mortgagees,  Superior Lessors
or any other party having any interest in the Property.