CUSTODY AGREEMENT



      THIS CUSTODY AGREEMENT (this "Agreement"), dated this 17th day of March,

2006, is by and among Saker Holdings Corp., a Delaware corporation ("SHC"), and

the individuals and entities named on the signature pages hereto. The

individuals and entities named on the signature pages hereto (other than the

Custodian, as defined below) are at times referred to herein individually as a

"Shareholder" and, collectively, as the "Shareholders." The Shareholders,

together with the Custodian, are at times referred to herein individually as a

"Party" and, collectively, as the "Parties." All references herein made to the

Custodian shall mean the Custodian and/or the Attorney-in-Fact (as defined

herein below) and any successor custodian.



      WHEREAS, Foodarama Supermarkets, Inc. (the "Company" or "Foodarama") and

SHC have entered into a Tender Offer and Support Agreement, dated as of March 2,

2006 (the "Tender Offer and Support Agreement") whereby SHC proposes to acquire

all of the outstanding shares of Foodarama's common stock, $1.00 par value per

share, not owned by the shareholders of SHC, pursuant to a cash tender offer to

purchase such shares at a price of fifty three dollars ($53) per share (the

"Offer");



      WHEREAS, the Offer shall be conditioned upon, among other things, the

approval by the Company's shareholders of an agreement and plan of share

exchange pursuant to which each outstanding share of Foodarama's common stock

would be exchanged for one share of common stock of FSM-Delaware, Inc., a newly

formed Delaware corporation (the "Share Exchange");



      WHEREAS, each Shareholder has agreed to exchange that number of shares of

common stock of Foodarama listed next to the Shareholder's name on Schedules A

and A-1 hereto (the "Exchange Shares") pursuant to the terms of that certain

Exchange Agreement, dated March 2, 2006, as amended by Amendment No. 1 to the

Exchange Agreement, dated March 17, 2006 (collectively, the "Exchange

Agreement"), for an equal number of newly issued shares of common stock of SHC;

and



      WHEREAS, in furtherance and support of the Offer, the Share Exchange and

the Exchange Agreement, each Shareholder has agreed to execute this Agreement

for the purposes more specifically set forth herein.



      NOW, THEREFORE, in consideration of the premises and the representations,

warranties, covenants and agreements contained herein and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties, intending to be legally bound, agree as follows:



1.    Appointment of Custodian; Deposit of Shares.



      (a)   Each Shareholder hereby appoints John A. Aiello to act as the

            custodian (the "Custodian") of the certificates (the "Certificates")

            representing all of the Exchange Shares held by such Shareholder on

            the terms and subject to the conditions set forth in this Agreement.

            Should John A. Aiello be unable or unwilling to act as custodian as

            provided for herein, each Shareholder hereby



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            appoints Philip D. Forlenza to act as custodian for such Shareholder

            as if originally named above and appointed hereby. Should Philip D.

            Forlenza be unable or unwilling to act as custodian, each

            Shareholder hereby appoints the law firm of Giordano, Halleran &

            Ciesla, P.C. to act as custodian for such Shareholder as if

            originally named above and appointed hereby. In such event, John A.

            Aiello shall deliver or cause to be delivered the Certificates to

            Philip D. Forlenza and/or the law firm of Giordano, Halleran &

            Ciesla, P.C. and Philip D. Forlenza shall deliver or cause to be

            delivered the Certificates to Giordano, Halleran & Ciesla, P.C., as

            the case may be.



      (b)   Contemporaneously with the execution of this Agreement (except as

            otherwise provided herein), each Shareholder has delivered to the

            Custodian such Shareholder's respective Certificates, together with

            stock powers, in negotiable form (with signatures guaranteed by a

            commercial bank or trust company or by a firm that is a member of a

            national securities exchange or of the National Association of

            Securities Dealers, Inc.), representing those Exchange Shares listed

            next to such Shareholder's name on Schedule A hereto. With respect

            to those Certificates listed next to such Shareholder's name on

            Schedule A-1 hereto (except for the Certificates representing the

            Collateral Shares, as discussed below), such Shareholder hereby

            undertakes to deliver to the Custodian within thirty (30) days

            following the date hereof, such Shareholder's respective

            Certificates, together with stock powers, in negotiable form as

            provided above, representing such Exchange Shares. Further, each

            such Shareholder hereby appoints the Custodian to act in all

            respects hereunder in his sole discretion, the true attorney-in-fact

            (the "Attorney-in-Fact") of such Shareholder, with full power and

            authority in the name of and for and on behalf of such Shareholder

            with respect to all matters arising out of or in connection with

            effecting the delivery of those Certificates listed on Schedule A-1

            to the Custodian, including, but not limited to, the power and

            authority to make, execute, acknowledge and deliver all documents

            and instruments which may be required in connection therewith, the

            execution and delivery of such documents by the Attorney-in-Fact to

            be conclusive evidence with respect to his approval thereof, and to

            carry out and comply with each and all of the provisions of the

            Exchange Agreement in connection therewith. The Custodian shall hold

            the Certificates for the account of each such Shareholder and shall

            dispose of the Certificates in accordance with the terms of this

            Agreement.



      (c)   As promptly as practicable upon the receipt by the Custodian of the

            Exchange Notice (as defined in Section 3(a) hereof) from SHC, the

            Custodian shall release the Certificates representing the Exchange

            Shares and the stock powers referred to in subsection (b) above to

            SHC on behalf of the Shareholders unless, prior to such release

            there shall have been entered an order by a court of competent

            jurisdiction prohibiting such release.



      (d)   As a result of certain obligations owed to UBS AG ("UBS") by Richard

            J. Saker, which obligations are secured, in part, by sixty-nine

            thousand (69,000) Exchange Shares owned by Richard J. Saker (the

            "Collateral Shares"), Richard J. Saker will



                                        2



<PAGE>



            not be able to comply with subsection (b) above with respect to the

            delivery of the Certificates representing such Collateral Shares. As

            such, Richard J. Saker hereby undertakes to repay to UBS the

            remaining balance of the indebtedness owed by him to UBS and shall

            deliver to the Custodian prior to the closing date of the Offer

            those Certificates representing the Collateral Shares beneficially

            owned by him and related stock powers as provided in subsection (b)

            above.



      (e)   Each Shareholder hereby authorizes, directs and appoints the

            Custodian to effect the delivery to the Custodian of those

            Certificates listed on Schedule A-1 hereto, to vote the Exchange

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