Exhibit 10.18


                            FIFTH AMENDMENT OF LEASE


     THIS FIFTH AMENDMENT OF LEASE ("Fifth  Amendment"),  dated this 15th day of
June, 2004, by and between AMAX REALTY DEVELOPMENT, INC., a Delaware Corporation
and V. PAULIUS & ASSOCIATES,  a New Jersey  Corporation,  collectively  T/A PORT
CARTERET,   a  joint  venture  (hereinafter  called  "Landlord")  and  DIGIORGIO
CORPORATION, a Delaware Corporation, (hereinafter called "Tenant").

                                 W H E R E A S,

     A. Landlord and Tenant previously have entered into a lease agreement dated
February  11,  1994  ("Initial  Lease"),  for the  leasing of certain  lands and
improvements,  including  a building  consisting  of  647,114  square  feet,  in
Carteret, New Jersey ("Initial Lands" and "Initial Building" respectively),  and
thereafter  amended by the First Amendment of Lease,  dated August 16, 1996; the
Second Amendment of Lease, dated October 30, 1996; the Third Amendment of Lease,
dated  November  26, 1997 and the Fourth  Amendment  of Lease,  dated August 31,
2001; collectively referred to herein as the "Lease"; and

     B. The  parties  hereto  desire  to  further  amend  the  Lease in  certain
respects;

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

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

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

     3. This Fifth Amendment of Lease shall take effect as of the date hereof.

     4.  Tenant has  exercised  its option to cause  Landlord  to  construct  an
Additional  Building  pursuant to Paragraph 49 of the Initial Lease, as amended,
consisting of approximately 162,648 square feet.

     5. (a) Landlord shall  construct and complete the Additional  Building in a
good,  workmanlike  and diligent manner in accordance with the Plans referred to
in Exhibit  "A"  attached  hereto and made a part  hereof,  in  accordance  with
Specifications  to be  prepared  by  Landlord,  which  specifications  shall  be
substantially  similar to those for the Initial Building, in compliance with all
applicable  laws,  ordinances,  rules and  regulations  of any duly  constituted
governmental authority having jurisdiction thereof and the Tenant work described
in Exhibit "B" attached  hereto and made a part hereof ("Tenant Work") and shall


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proceed  diligently  and use  commercially  reasonable  efforts  to  secure  all
necessary  governmental  approvals in connection  with its  construction  of the
Additional  Building  and to  deliver  possession  of the  Additional  Building,
including the Tenant Work, on or before October 15, 2004. Landlord shall perform
its work in such manner as to cause the least reasonable  possible  interference
with the use and occupation of the Initial  Building,  but shall not be required
to cause work to be performed on weekends,  holidays or on an overtime  basis in
order to reduce any interference with Tenant's use and occupation of the Initial
Building.

          (b)  Delivery  of  Possession  of the  Premises  by Landlord to Tenant
("Delivery of Possession  Date") shall be deemed to have been made when Landlord
shall have given Tenant written notice of the following:

               (i) The Additional Building, the Tenant Work and all improvements
as shall be necessary to obtain a Certificate  of Occupancy  for the  Additional
Building,   have  been  Substantially   Completed,  as  hereinafter  defined  in
accordance with the requirements hereof; and

               (ii) All utilities,  heating and air conditioning systems serving
the Additional Building have been installed and are in working order; and

               (iii)  The  issuance  of  a  Certificate  of  Occupancy  for  the
Additional Building, including the Tenant Work.

          (c) The parties  hereto  agree that this  Paragraph 5  constitutes  an
express  provision as to the time at which Landlord shall deliver  possession of
the  Additional  Building,  including  the Tenant  Work,  to  Tenant.  Except as
otherwise  herein set forth,  Tenant shall not have any claim against  Landlord,
and Landlord shall have no liability to Tenant, by reason of any postponement of
the Delivery of  Possession  of the  Additional  Building,  including the Tenant
Work, and Tenant hereby waives any rights to rescind this Fifth  Amendment which
Tenant otherwise might have pursuant to any law now or hereafter in force.

          (d) The  Additional  Building,  including  the Tenant  Work,  shall be
deemed "Substantially  Complete" or "Substantially  Completed",  and Delivery of
Possession  of the  Additional  Building,  including  the Tenant Work,  shall be
deemed  to  have  occurred,   in  accordance  with   subparagraph  5(b)  hereof,
notwithstanding   that  minor  or   insubstantial   details   of   construction,
installation,  decoration, finishing work or mechanical adjustments remain to be
done in the Additional Building,  including the Tenant Work, provided same would
not  unreasonably  interfere  with Tenant's use and occupancy of the  Additional
Building,  including the Tenant Work. Within ten (10) days following Delivery of
Possession,  the parties shall  execute a writing  setting forth the Delivery of
Possession Date.

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          (e) Upon Delivery of Possession,  Tenant shall be conclusively  deemed
to have  certified to Landlord and its mortgagee  that the Term and the date for
the  payment  of  Rental  pursuant  to this  Fifth  Amendment  shall  have  been
established  in accordance  herewith,  that there is not then any offset against
any Rental to be paid pursuant to this Fifth  Amendment nor any violation of any
of the terms of this Fifth Amendment on the part of Landlord,  that Landlord, as
of the date thereof,  has performed all of its obligations  hereunder,  and that
the Additional Building, including the Tenant Work, is in satisfactory condition
as of the date of such  delivery,  subject  solely to latent  defects  and minor
items to be set forth on a "punch  list" and such  other  items as Tenant  shall
specify in a notice to Landlord,  which punch list and notice shall be submitted
to Landlord  within thirty (30) days following the Delivery of Possession  Date,
which items shall be agreed upon and  completed  by Landlord  within  sixty (60)
days thereafter. The foregoing provisions shall be self-operative and no further
instrument  or other writing  shall be required  unless any Permitted  Mortgagee
shall deem the same  appropriate,  in which event Tenant  promptly shall execute
any instrument or other writing  containing the foregoing and such other similar
provisions in regard to the condition of the Additional Building,  including the
Tenant Work,  the Rental and the Term, as shall be reasonably  requested by said
Permitted Mortgagee.

          (f) At all times prior to the Delivery of  Possession  Date,  Landlord
shall utilize its best efforts to permit Tenant to enter the Additional Building
for the  purpose  of  performing  any work  necessary  in order to  prepare  the
Additional  Building  for its  occupancy,  at its sole risk,  cost and  expense,
including  without  limitation the Tenant Work described on Exhibit "B".  Tenant
agrees that during the course of any work which it performs,  whether  performed
prior to or  subsequent to the Delivery of  Possession  Date,  it will:  (i) not
damage,  delay or  interfere  with any work being  performed  by Landlord or any
other  persons  in or  about  the  Additional  Building;  (ii)  comply  with all
procedures and regulations  reasonably  prescribed by Landlord from time to time
for coordination of such work and activities with any other work being performed
in or about the Additional  Building by Landlord,  its designees or contractors;
(iii)  not do or permit  anything  to be done  which  would  interfere  with the
construction or operation of any work or activities  being conducted by Landlord
or any other  persons in or about the  Additional  Building.  If Tenant fails or
refuses to comply with any of the foregoing obligations of this Paragraph,  then
in addition to any other rights and remedies to which  Landlord may be entitled,
Landlord  shall  have the  right to  require  Tenant  to  immediately  cease the
performance of such work and activities until the Delivery of Possession Date.

          (g) Any  access or  possession  by  Tenant  prior to the  Delivery  of
Possession Date shall be subject to all of the terms, provisions,  covenants and
conditions  of the Lease and this  Fifth  Amendment  except  for the  payment of
Rental (as defined in Paragraph 8 of this Fifth Amendment),  provided,  however,
Tenant agrees to maintain such insurance as is required or appropriate  pursuant
to the  applicable  provisions  of the  Lease,  together  with  such  additional


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insurance policy or endorsement as Landlord reasonably may request to insure the
improvements,  work, furniture,  fixtures and equipment performed,  installed or
located on the Additional Building by Tenant.

          (h) Tenant, at its sole cost and expense, shall be required to procure
any and all approvals  from any  governmental  authorities  having  jurisdiction
thereover,  relating to or arising out of, Tenant's Work, the business of Tenant
or its use or  occupancy  of the  Additional  Building,  which  approvals  shall
include  but shall not be limited  to,  applicable  use  permits,  and any other
permits and approvals,  other than the Building Permit, Certificate of Occupancy
and other  construction  approvals in connection  with the  construction  of the
Additional  Building  and  Tenant's  Work which shall be  obtained by  Landlord.
Tenant agrees to make prompt  application and to proceed  diligently and in good
faith to procure all necessary approvals (collectively,  "approvals"), including
all work in connection  therewith,  and within ten (10) days  following  request
therefor,  to furnish  Landlord  with true copies of all  writings  submitted or
received in connection  therewith and forthwith to notify Landlord in writing of
all determinations regarding such approvals.

     6. The parties agree that the cost of the  Additional  Building,  excluding
Tenant Work or other additional work performed at the cost or expense of Tenant,
shall be $5,947,622.08 or $36.56744 per square foot.

     7. The parties  agree that the cost of Tenant's  Work shall be as set forth
on  Exhibit B and shall be due and  payable  fifteen  (15)  days  following  the
Delivery of Possession Date.

     8. The initial  annual  Fixed Rent to be paid on account of the  Additional
Building ("Additional Building Fixed Rent") shall be determined as follows:

          (a) The square footage of the Additional  Building,  multiplied by the
cost per square foot of the Additional  Building;  multiplied by a rate equal to
the 20 year United  States  Treasury  Bill  interest  rate as of the Delivery of
Possession Date, (or as of January 1, 2005 if the Delivery of Possession Date is
later) plus four percentage points; plus an amount equal to four (4%) percent of
the foregoing.

          (b) By way of  example,  as of April 8, 2004,  the  annual  Additional
Building Fixed Rent would be as follows:

          162,648 x 36.56744 = 5,947,622.08 x (4.62 + 4%) = 8.62% = 512,685.02 +
          (512,685.02  x .04) =  20,507.40 +  512,685.02  =  533,192.42  and the
          initial  annual  Additional  Building  Fixed  Rent  would be $3.28 per
          square foot.

          Note: The final  determination of the annual Additional Building Fixed
          Rent will be based on the actual  square  footage of the  Building and
          the twenty (20) year United  States  Treasury Bill interest rate as of


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          the  Delivery  of  Possession  Date,  provided  however,  that  if the
          Delivery of  Possession  Date shall not occur by January 1, 2005,  the
          determination  of  Additional  Building  Fixed Rent shall  utilize the
          twenty (20) year  United  States  Treasury  Bill  interest  rate as of
          January 1, 2005.

     9. The annual Improved Lands Fixed Rent for the Improved Lands completed on
or about December 16, 2002 shall continue to be $187,465.77.

     10. The  Additional  Building  Fixed Rent shall become due and payable on a
monthly  basis  commencing  as of the  Delivery  of  Possession  Date,  provided
however,  that if the Delivery of  Possession  Date shall not occur on or before
October 15, 2004, subject to the applicable  Unavoidable Delay provisions as set
forth in the Lease, then the Additional  Building Fixed Rent and Additional Rent
shall commence as of the later of the Delivery of Possession  Date or January 1,
2005.

     11. The  Additional  Building Fixed Rent shall increase at the rate of $.25
per square foot as of the commencement of each fifth anniversary of the Delivery
of Possession Date, including during any Renewal Terms, if applicable.

     12. Tenant shall be  responsible  for the payment of all  Additional  Rent,
including  Taxes,  as defined in the Lease,  in connection  with the  Additional
Building in the same manner and to the same extent as provided  for in the Lease
for the Premises described therein.

     13. The annual  Fixed Rent for the  Initial  Building  shall not change and
shall remain in accordance  with the applicable  provisions of the Lease through
the last day of the  month in which  the  fifteenth  (15th)  anniversary  of the
Delivery of Possession  Date shall fall.  Commencing as of the first (1st) month
thereafter  and  continuing  for the balance of the Extended  Initial  Term,  as
hereinafter  defined,  the annual  Fixed  Rent for the  Initial  Building  shall
increase by $.50 per square foot, or $323,577 per annum.

     14. All of the  Additional  Building  shall be used by Tenant in accordance
with the  provisions  of Paragraph 6 of the Initial Lease in the same manner and
to the same extent as if it was part of the initial  Premises leased pursuant to
the Lease.

     15. The first  Renewal Term set forth in the Lease hereby is deemed to have
been exercised and the Term of the Lease, as amended  herein,  shall be extended
for a period  through  the last day of the month in which the  twentieth  (20th)
anniversary  of the Delivery of Possession  Date shall fall  ("Extended  Initial
Term").  The second Renewal Term, if exercised,  including the annual Fixed Rent
to be paid during the second Renewal Term,  shall be governed in accordance with
the  applicable  Lease  provisions  and  shall  commence  on the  day  following
expiration of the Extended Initial Term.

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     16. Except as otherwise herein provided,  the Additional  Building shall be
deemed  part of the  Premises  leased to Tenant  pursuant to the Lease as herein
amended,  in the same manner and to the same extent as if all of the  Additional
Building was part of the Premises leased to Tenant as of the  Commencement  Date
of the Lease,  including,  without  limitation,  the  respective  obligations of
Landlord and Tenant for repair and maintenance,  Tenant obligations of insurance
and the rights of Tenant to purchase the  Premises  and/or to extend the Term of
the Lease.

     17. (a) As of the Delivery of  Possession  Date,  Tenant  shall  deliver to
Landlord  on account of Security a new letter of credit in  accordance  with the
applicable  provisions  of Paragraph 40 of the Lease,  in an amount equal to two
(2) months Fixed Rent payable pursuant to the Lease, as amended herein.

          (b) At such times as any of the Fixed  Rent  payments  shall  increase
pursuant to the Lease, or this Fifth Amendment,  or any subsequent  Amendment to
Lease,  Tenant shall deliver to Landlord on account of Security,  a new, amended
or supplemental letter of credit in accordance with the applicable provisions of
Paragraph  40 of the  Lease,  in an amount  equal to two (2)  months  Fixed Rent
payable pursuant to the Lease, as amended.

     18. As of the Delivery of Possession Date, Tenant shall provide to Landlord
proof of insurance in accordance with the provisions of Paragraph 7(a)(i) of the
Initial Lease and the applicable provisions of the Amendments thereto, including
Paragraph 31 of the Fourth Amendment of Lease,  together with insurance pursuant
to Paragraph 7(a)(i) of the Initial Lease for the Additional Building reflecting
an insured value of $5,500,000.00.

     19. In the event of any inconsistency  between the provisions of this Fifth
Amendment and the Lease, the provisions of this Fifth Amendment shall control.

     20. In all other respects and matters,  the Lease, as amended herein, shall
remain in full force and effect.

     21.  Landlord,  on the  request of Tenant,  agrees to execute a  Landlord's
Waiver  Agreement and Consent in form mutually  satisfactory to Landlord and any
lender of Tenant receiving a lien on Tenant's fixtures, furniture and equipment.

     IN WITNESS WHEREOF,  the parties have caused these presents to be signed by
duly authorized persons, as of the day and year first above written.

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                                       Landlord:

                                       T/A PORT CARTERET, a joint venture
                                       By: AMAX REALTY DEVELOPMENT, INC.


                                       By: /s/ Anthony Filiaci
                                           -------------------
                                           Anthony Filiaci

                                       By:   V. PAULIUS & ASSOCIATES


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

                                       Tenant:

                                       DIGIORGIO CORPORATION


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


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                                   EXHIBIT "A"

Plans for the "Additional  Building" to  Distribution  Center No. 4, prepared by
Paulius  International,  P.C. as set forth below in the List of  Drawings.  This
Exhibit  references not only the  construction  of the warehouse  portion of the
Additional Building, but also depicts  offices/lockers/cafeteria and a mezzanine
area which are not part of the initial  Additional  Building and the drawings of
which are  intended to be shaded on the Plans  referenced  below.  Landlord  and
Tenant have agreed to create an additional  amendment  with exhibits  reflecting
the construction of the office/lockers/cafeteria and mezzanine storage areas.


                               WAREHOUSE ADDITION
                            DISTRIBUTION CENTER NO. 4

LIST OF DRAWINGS

          ARCHITECTURAL

a1       Overall Floor Plan                 5/20/04
a2       Floor Plan                         5/20/04
a3       Office Floor Plan                  5/20/04
a4       Building Elevations                5/20/04
a5       Building Section                   5/20/04
a6       Building Section                   5/20/04
a7       Schedules & Details                5/20/04
a8       Toilet Plans & Details             5/20/04


<PAGE>


                             EXHIBIT B - TENANT WORK

          In connection with the  construction of the Additional  Building,  the
          following work shall be performed by the Landlord at the Tenant's sole
          expense, hereinafter ("Tenant's Work"):

          A.  Landlord  shall  construct the  Additional  Building with five (5)
additional feet of ceiling height in the warehouse area, as depicted on Drawings
a-4, a-5 and a-6 referred to in Exhibit A.

          B.  The  cost  for  the  Tenant's  Work  shall  be  the  total  sum of
$232,200.00.