STOCKHOLDERS' AGREEMENT



      AGREEMENT, dated as of August 20, 1987, as amended on February 20, 1992,

by and among WAKEFERN FOOD CORP., a New Jersey corporation with principal

offices located at York Street, Elizabeth, New Jersey 07207 ("Wakefern"), and

each of the member stockholders of Wakefern listed on Schedule 1 hereto

(hereinafter individually called a "Stockholder" and collectively the

"Stockholders").



                              W I T N E S S E T H:



Premises:



      A. Wakefern is a corporation operated on the cooperative plan and the

Stockholders are retail merchants primarily dealing in consumer products for

home use deriving mutual economic and merchandise assistance Wakefern; and



      B. Each of the Stockholders of Class B or Class C Common Stock of Wakefern

and, in some instances, also of shares of Class A Common Stock of Wakefern (the

Class A, B and C Common Stock being hereinafter collectively referred to as the

"Common Stock"); and



      C. Wakefern's viability is based primarily on volume generated by

aggregating the purchasing power of all of the Stockholders; and Shares and from

is the owner of





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      D. The Board of Directors of Wakefern and the Stockholders believe it is

in Wakefern's and each of the Stockholder's best interest that the Stockholders

continue to purchase their supplies and inventory from Wakefern; and



      E. The Board of Directors and the Stockholders of Wakefern believe it is

in Wakefern's and each of the Stockholder's best interest to undertake a major

capital expenditure program in order to increase the merchandise handling

capacity of Wakefern and to promote retail growth; and



      F. To induce one or more lending institutions to provide the necessary

financing for such capital expenditure program, the Stockholders have agreed,

subject to the terms and conditions contained herein, to make certain financial

commitments to Wakefern;



NOW, THEREFORE, for and in consideration of the premises and the mutual promises

and covenants hereinafter contained, Wakefern and the Stockholders hereby agree

as follows:



      1. COMMITMENT TO PARTICIPATE



      1.1. Minimum Patronization Requirement. Each Stockholder, during the term

of this Agreement (the "Term"), shall purchase from Wakefern, during each

quarter of each fiscal year of Wakefern, at least 85% of such Stockholder's

purchases for each of such Stockholder's stores in each of Wakefern's product

categories listed on Schedule 2(A) hereto (the "Product Categories"), as the

same may be amended from time to time by the Board of Directors of Wakefern (the

"Products") and all programs listed on Schedule 2(B) hereto as mandated by the

Board of Directors of Wakefern, as the same may be amended from time to time by

the Board of Directors of Wakefern (the "Programs"), upon such terms and

conditions as to price and delivery as shall be established by Wakefern from

time to time. Such purchase and participation





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commitments shall be called the "minimum patronization requirement."



      1.2. Binding Effect. The minimum patronization requirement shall be

binding upon all the Stockholders with respect to all supermarkets, food stores

and/or grocery stores now or hereafter operated by each such Stockholder, or by

any entity or entities with which such Stockholder is affiliated, and that are

serviced by Wakefern at site locations approved by Wakefern in the manner

provided in the By-Laws of Wakefern as the same may be amended from time to

time.

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