SC 13D

SEC 1746
(11-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

FOODARAMA SUPERMARKETS, INC.

(Name of Issuer)

COMMON STOCK, par value $1.00 per share

(Title of Class of Securities)

344820105

(CUSIP Number)

John A. Aiello

Giordano Halleran & Ciesla

125 Half Mile Road

Red Bank, New Jersey 07701

(732) 741-3900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 1, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   344820105
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Joseph J. Saker
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 220,597 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  220,597 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  220,597 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)ý
	13.	Percent of Class Represented by Amount in Row (11)  21.5%
	14.	Type of Reporting Person (See Instructions) IN

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard J. Saker
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 191,543 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  157,543 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power  85,000 (See notes to table applicable to this Reporting Person in Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  244,303 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  23.7%
	14.	Type of Reporting Person (See Instructions) IN

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Joseph J. Saker, Jr.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 58,595 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  33,095 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power  85,000 (See notes to table applicable to this Reporting Person in Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  118,095 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  12.0%
	14.	Type of Reporting Person (See Instructions) IN

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas A. Saker
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 65,541 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  40,041 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power  85,000 (See notes to table applicable to this Reporting Person in Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  125,041 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  12.7%
	14.	Type of Reporting Person (See Instructions) IN

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gloria Saker
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 13,378 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  13,378 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  13,378 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)ý (See note 7 to table in Item 5)
	13.	Percent of Class Represented by Amount in Row (11)  1.4%
	14.	Type of Reporting Person (See Instructions) IN

6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Nadine Saker Mockler
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 17,454 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  17,454 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  17,454 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  1.8%
	14.	Type of Reporting Person (See Instructions) IN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Denise Saker Marder
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 21,754 (See notes to table applicable to this Reporting Person in Item 5)
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  21,754 (See notes to table applicable to this Reporting Person in Item 5)
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  21,754 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  2.2%
	14.	Type of Reporting Person (See Instructions) IN

8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Joseph Saker Family Partnership, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  85,000 (See notes to table applicable to this Reporting Person in Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  8.6%
	14.	Type of Reporting Person (See Instructions) PN

9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard James Saker
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,235
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  1,235
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  1,235
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  0.1%
	14.	Type of Reporting Person (See Instructions) IN

10

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Saker Holdings Corp.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o N/A
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power  0
			9.	Sole Dispositive Power  0
			10.	Shared Dispositive Power  0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)  0
	14.	Type of Reporting Person (See Instructions) CO

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Item 1.	Security and Issuer
The class of equity securities to which this statement relates is the Common Stock, par value $1.00 per share (“Common Stock”), of Foodarama Supermarkets, Inc., a New Jersey corporation (the “Issuer” or the “Company”).  The principal executive offices of the Issuer are located at 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.
Item 2.	Identity and Background
This statement of beneficial ownership on Schedule 13D is being filed jointly by Joseph J. Saker, Richard J. Saker, Joseph J. Saker, Jr., Thomas A. Saker, Gloria Saker, Nadine Saker-Mockler, Denise Saker Marder, Joseph Saker Family Partnership, L.P., Richard James Saker and Saker Holdings Corp. (collectively, the “Reporting Persons” and each a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”).  The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act with respect to the transaction described in Item 4 of this statement.  Joseph J. Saker and Gloria Saker are husband and wife and are the parents of Richard J. Saker, Joseph J. Saker, Jr., Thomas A. Saker, Nadine Saker-Mockler and Denise Saker Marder.  Richard J. Saker is the parent of Richard James Saker.  Except as expressly set forth in this statement, each Reporting Person disclaims beneficial ownership of the Shares of Common Stock beneficially owned by any other Reporting Person or any other person.  The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). Joseph J. Saker, a United States citizen, is Chairman of the Board of Foodarama Supermarkets, Inc..  The business address for Mr. Joseph J. Saker is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728. Richard J. Saker, a United States citizen, is President and Chief Executive Officer of Foodarama Supermarkets, Inc.  The business address for Mr. Richard J. Saker is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728. Joseph J. Saker, Jr., a United States citizen, is Senior Vice President-Marketing and Advertising and Secretary of Foodarama Supermarkets, Inc..  The business address for Mr. Joseph J. Saker, Jr. is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728. Thomas A. Saker, a United States citizen, is Vice President of Store Operations of Foodarama Supermarkets, Inc..  The business address for Thomas A. Saker is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1 Building 6, Freehold, New Jersey 07728.

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Gloria Saker is a United States citizen.  The business address for Mrs. Saker is 353A East Freehold Road, Freehold, New Jersey 07728.

Nadine Saker-Mockler, a United States citizen, is President of Flexible Resource, Inc., a provider of temporary staffing services.  The business address for Ms. Saker-Mockler is 78 Harvard Avenue, Suite 315, Stanford, Connecticut 06902.

Denise Saker Marder, a United States citizen, is the owner of Rosetta Stone Gallery, a clothing boutique.  The business address for Ms. Saker-Marder is 1958 Hillhurst Avenue, Los Angeles, California 90027.

Joseph Saker Family Partnership, L.P. is a Delaware limited partnership organized to hold shares of the Company’s Common Stock for the benefit of its partners.  The business address for the Partnership is c/o Foodarama Supermarkets, Inc., 922 Highway 33, Suite 1, Building 6, Freehold, New Jersey 07728.  The Saker Family Corporation is the sole general partner (the “General Partner”) of the Partnership.  Richard J. Saker owns 40% of the outstanding capital stock of the General Partner, and each of Joseph J. Saker, Jr. and Thomas A. Saker owns 30% of the outstanding capital stock of the General Partner.  The General Partner owns a 1% interest in the Partnership and has the sole power to sell, transfer or otherwise dispose of the shares of the Company’s Common Stock only upon the unanimous consent of all shareholders of the General Partner.  On other matters not involving the sale, transfer or other disposition of such shares, the shares of the Company’s Common Stock held by the Partnership are voted as directed by the individual shareholders of the General Partner in accordance with their respective ownership interests in the General Partner.  Accordingly, the General Partner votes 34,000 shares as directed by Richard J. Saker, 25,500 shares as directed by Joseph J. Saker, Jr., and 25,500 shares as directed by Thomas A Saker on such other matters.

In addition to their ownership interests in the General Partner, Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker are the beneficiaries of the trust which owns a 99% interest in the Partnership (the “Limited Partner”).  Thus, each of Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker also has an indirect interest in the Company’s Common Stock held by the Partnership by reason of their respective beneficial interests in the Limited Partner.  Their beneficial interests in the Limited Partner are in identical proportion to their ownership interests in the General Partner.  Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker each disclaim beneficial ownership of shares held by the Partnership in excess of their respective pecuniary interests.

Richard James Saker, a United States citizen, is a Store Manager for the Company.  The business address for Richard James Saker is c/o Foodarama Supermarkets, Inc., 922 Highway #33, Building 6, Suite 1, Freehold, New Jersey 07728.

Saker Holdings Corp., a Delaware corporation, is a corporation formed at the direction of the Reporting Persons to participate in the transaction described in Item 4.  Upon its organization, it will be wholly owned by the Reporting Persons.  The business address for Saker Holdings Corp. is c/o Foodarama Supermarkets, Inc., 922 Highway #33, Building 6, Suite 1, Freehold, New Jersey 07728.

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During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
It is anticipated that funding for the proposed transaction described in Item 4 will be obtained through third-party debt financing currently being negotiated by the Reporting Persons that will be sufficient to consummate any such transaction.  The Reporting Persons have obtained a financing commitment (the “Commitment”) from GMAC Commercial Finance LLC (“GMAC”) to provide the funds required for the proposed transaction described in Item 4 below.  The Commitment contemplates that the funds will be provided through three loans (the “Loans”) from GMAC in an aggregate amount of up to $105 million, consisting of loans in the principal amount of $40 million (the “Revolving Credit Facility”), $35 million (“Term Loan A”) and $30 million (“Term Loan B”).  The Commitment provides that the Revolving Credit Facility would be a five year term revolving credit facility bearing interest at a variable rate per annum equal to the applicable prime rate plus 2.5% or LIBOR plus 3.5%.  Term Loan A would be a five year term loan bearing interest at a variable rate per annum equal to the applicable prime rate plus 3.0% or LIBOR plus 4.0%.  Term Loan B would be a five year term loan bearing interest at a variable rate per annum equal to the applicable prime rate plus 6.25% or LIBOR plus 7.25%.  Each of Term Loan A and Term Loan B may be repaid in full prior to maturity; however, in the event that Term Loan A is repaid in full prior to its stated maturity, all scheduled amortization payments that would have been required to be made on Term Loan A will continue to be made and will be applied to the scheduled payments due on Term Loan B. The Commitment contemplates that after the completion of the Merger described in Item 4, the Acquisition Company (as defined in Item 4 below) will cause the Company to become a borrower under the Loans provided by GMAC, the Loans will be secured by substantially all of the Company’s assets and the funds provided by the Loans will be used to finance the Acquisition described in Item 4 and refinance the Company’s existing indebtedness owed to GMAC and the Company’s other lenders and to otherwise support the Company’s operations.  The Company will thus be subject to certain financial covenants, including covenants related to minimum fixed charge coverage, minimum EBITDA, maximum total leverage ratio, maximum senior leverage ratio, maximum annual permitted capital expenditures, maximum annual permitted capital leases and prohibitions on other funded debt.  GMAC has reserved the right to change the pricing of or make structural changes to the Loans if it determines that such changes are reasonably necessary in order to assure the successful syndication of the Loans.  The Reporting Persons will pay customary fees to GMAC for the Loans. There are various conditions precedent to the obligation of GMAC to make the Loans, including, but not limited to, the preparation, execution and delivery of mutually acceptable loan documentation, satisfaction of various due diligence items, absence of material adverse change in the business, operations and financial condition of the Company, receipt of a satisfactory collateral audit, the absence of environmental liabilities that may have a material adverse effect

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on the Company, receipt of satisfactory insurance policies and financial information, absence of trade accounts receivable of the Company outstanding beyond trade terms, the receipt of a fairness opinion from a financial advisor reasonably acceptable to GMAC endorsing the fairness of the Tender Offer described in Item 4 to the Company’s minority shareholders, the approval and endorsement of the Tender Offer and the Share Exchange described in Item 4 by the Company’s Board of Directors, the approval of the Share Exchange by the Company’s shareholders, the tender of such number of shares to the Acquisition Company as would permit a short form merger following the Share Exchange and the execution of a short form merger agreement, effective post-Share Exchange.  As a result, no assurance can be given that GMAC will provide the financing contemplated by the Commitment.
Item 4.	Purpose of Transaction
On December 1, 2005, Mr. Richard J. Saker, on behalf of the Reporting Persons, submitted a non-binding proposal, a copy of which is attached hereto as Exhibit B (the “Proposal”), for a going private transaction to the Company’s Board of Directors.  Under the Proposal, the Reporting Persons propose to acquire, through Saker Holdings Corp. (“Acquisition Company”), all of the outstanding shares of the Company’s Common Stock not currently owned by the Reporting Persons for a price per share of $52 payable in cash (the “Acquisition”).  The Reporting Persons expect that the Acquisition would be effected through a three-step transaction consisting of (i) a cash tender offer for no less than 90% of the Company’s Common Stock (the “Tender Offer”), (ii) a share exchange pursuant to which each outstanding share of the Company’s Common Stock would be exchanged for one share of common stock of a newly formed Delaware corporation (the “Delaware Company”) and the Company would become a wholly owned subsidiary of the Delaware Company (the “Share Exchange”) and (iii) a subsequent merger (the “Merger”) in which the Delaware Company would merge with and into the Acquisition Company (with the Acquisition Company as the surviving entity) and in which any remaining shareholders of the Delaware Company who did not participate in the Tender Offer would have the right to receive the same consideration for their shares in the Delaware Company as was paid for shares of the Company in the Tender Offer or seek appraisal rights in accordance with the Delaware General Corporation Law. Certain funds provided by GMAC pursuant to the Loans may be used to purchase up to approximately 46,000 shares of Common Stock held by certain of the Reporting Persons, their affiliates and members of their families, including up to approximately 36,000 shares held by Joseph J. Saker, Nadine Saker Mockler and Denise Saker Marder, 1,760 shares held by the wife of Richard Saker, 2,754 shares held in trust for the benefit of the children of Joseph J. Saker, Jr., 2,754 shares held in trust for the benefit of the children of Nadine Saker Mockler, 1,377 shares held in trust for the benefit of the child of Denise Saker Marder and 1,377 shares held in trust for the benefit of the child of Lisa M. Saker, who is the daughter of Joseph J. Saker. The Reporting Persons are the holders of approximately 50.4% of the Company’s Common Stock.  Mr. Joseph J. Saker is Chairman of the Board of Directors of the Company and Mr. Richard Saker is the President, Chief Executive Officer and a director of the Company.  Each of Mr. Joseph J. Saker, Jr. and Thomas A. Saker are officers of the Company.  The Joseph Saker Family Partnership, L.P. is a limited partnership of which The Saker Family Corporation is the sole general partner and owns a 1% interest.  Richard J. Saker owns 40% of the outstanding

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capital stock of The Saker Family Corporation and each of Joseph J. Saker, Jr. and Thomas Saker owns a 30% of the outstanding capital stock of The Saker Family Corporation.  In addition, Richard J. Saker, Joseph J. Saker and Thomas A. Saker are the beneficiaries of a trust which owns a 99% interest in the Joseph Saker Family Partnership, L.P.  Each of the other Reporting Persons is a member of the family of Joseph J. Saker and a current shareholder of the Company.

The Proposal is subject to a number of conditions, including, among other things (i) a condition requiring that a majority of the Company’s shareholders (excluding, for this purpose, all Reporting Persons and their affiliates) tender their shares, (ii) a condition requiring that the Acquisition Company, immediately following the completion of the Tender Offer, hold at least 90% of the Company’s Common Stock (inclusive of the Common Stock held by all of the Reporting Persons); (iii) the approval of the Share Exchange by the shareholders of the Company; and (iv) obtaining any necessary regulatory approvals and the consent of Wakefern Food Corporation.  The Reporting Persons have no assurances that any or all of the foregoing conditions can or will be satisfied.

Neither the Company nor any of the Reporting Persons are obligated to pursue or to complete the Acquisition.  The Reporting Persons reserve the right to modify their proposal in any way as a result of negotiations or to withdraw the Proposal at any time.

If the proposed Acquisition is completed, the Common Stock would become eligible for termination of registration pursuant to Section 12(g) of the Securities Act and the Common Stock would be delisted from the American Stock Exchange.

The Reporting Persons anticipate that if the Acquisition is completed, the Acquisition Company will elect a new Board of Directors of the Company which will be comprised of certain of the Reporting Persons.

The Company has announced the formation of a Special Committee of its board of directors to consider the proposed transaction, and also the Special Committee’s intention to engage an independent financial advisor and legal counsel for purposes of evaluating the proposal on behalf of the public shareholders.

Except as indicated above, none of the Reporting Persons has formulated any plans or proposals which relate to or would result in:  (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies in the board of directors; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s Articles of Incorporation, By-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be

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quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Act, or (j) any action similar to those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	The following table sets forth the beneficial ownership of shares of Common Stock of the Company for each person named in Item 2.  Each Reporting Person disclaims beneficial ownership of all shares of Common Stock beneficially owned by the other Reporting Persons in accordance with Rule 13d-4 under the Act.

Name of Reporting Person	Amount Beneficially Owned (1)		Percentage of Class (2)		Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power
Joseph J. Saker	220,597	(3)	21.5	%	220,597	—	220,597	—
Richard J. Saker	244,303	(4)(5)	23.7		191,543	—	157,543	85,000	(4)
Joseph J. Saker, Jr.	118,095	(4)(6)	12.0		58,595	—	33,095	85,000	(4)
Thomas A. Saker	125,041	(4)	12.7		65,541	—	40,041	85,000	(4)
Gloria Saker	13,378	(7)	1.4		13,378	—	13,378	—
Nadine Saker Mockler	17,454	(8)	1.8		17,454	—	17,454	—
Denise Saker Marder	21,754	(9)	2.2		21,754	—	21,754	—
Joseph Saker Family Partnership, L.P.	85,000	(4)	8.6		—	—	—	85,000	(4)
Richard James Saker	1,235		*		1,235	—	1,235	—
Saker Holdings Corp.	—		—		—	—	—	—

*Less than 1%.

(1)Includes options to purchase Common Stock exercisable within 60 days of December 1, 2005.  The number of shares that each person named in this table has a right to acquire is as follows:  Mr. Joseph J. Saker – 40,000; and Mr. Richard J. Saker – 42,500.

(2)Based on 988,117 shares of Common Stock deemed outstanding as reported in the Company’s Report on Form 10-Q filed with the Securities and Exchange Commission on September 12, 2005, adjusted to include outstanding options exercisable for each Reporting Person (and only with respect to such Reporting Person) within sixty days of December 1, 2005.

(3)Excludes 13,378 shares beneficially owned solely by Gloria Saker, the wife of Joseph J. Saker, as to which shares he disclaims beneficial ownership.  It is anticipated that Joseph J. Saker, Nadine Saker Mockler and Denise Saker Marder will sell up to an aggregate of approximately 36,000 shares owned by them to the Acquisition Company pursuant to the Tender Offer.

(4)Includes 85,000 shares held by the Joseph Saker Family Partnership, L.P., a Delaware limited partnership (the “Partnership”).  The Saker Family Corporation is the sole general partner (the “General Partner”) of the Partnership.  Richard J. Saker owns 40% of the

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outstanding capital stock of the General Partner, and each of Joseph J. Saker, Jr. and Thomas A. Saker owns 30% of the outstanding capital stock of the General Partner.  The General Partner owns a 1% interest in the Partnership and has the sole power to sell, transfer or otherwise dispose of the shares of the Company’s Common Stock only upon the unanimous consent of all shareholders of the General Partner.  On other matters not involving the sale, transfer or other disposition of such shares, the shares of the Company’s Common Stock held by the Partnership are voted as directed by the individual shareholders of the General Partner in accordance with their respective ownership interests in the General Partner.  Accordingly, the General Partner votes 34,000 shares as directed by Richard J. Saker, 25,500 shares as directed by Joseph J. Saker, Jr., and 25,500 shares as directed by Thomas A Saker on such other matters.

In addition to their ownership interests in the General Partner, Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker are the beneficiaries of the trust which owns a 99% interest in the Partnership (the “Limited Partner”).  Thus, each of Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker also has an indirect interest in the Company’s Common Stock held by the Partnership by reason of their respective beneficial interests in the Limited Partner.  Their beneficial interests in the Limited Partner are in identical proportion to their ownership interests in the General Partner.  Richard J. Saker, Joseph J. Saker, Jr. and Thomas A. Saker each disclaim beneficial ownership of shares held by the Partnership in excess of their respective pecuniary interests.

(5)Includes 1,377 shares held in a trust for the benefit of Mr. Saker’s son, Richard James Saker, of which Mr. Saker is the trustee, and 1,760 shares beneficially owned by Mr. Saker’s wife.  Mr. Saker disclaims beneficial ownership of the shares described in the preceding sentence.  It is anticipated that the shares owned by Mr. Saker’s wife will be sold to the Acquisition Company pursuant to the Tender Offer.

(6)Includes 2,754 shares which are held in two trusts for the benefit of Mr. Saker’s sons, of which trusts Mr. Saker is the trustee.  Mr. Saker disclaims beneficial ownership of the shares held in such trusts.  It is anticipated that the shares held in trust will be sold to the Acquisition Company pursuant to the Tender Offer.

(7)Excludes 220,597 shares beneficially owned by Ms. Saker’s husband, Joseph J. Saker, as to which shares Ms. Saker disclaims beneficial ownership.

(8)Includes 2,754 shares held in trust for the benefit of Ms. Saker Mockler’s children, as to which shares Ms. Saker Mockler disclaims beneficial ownership.  It is anticipated that the shares held in trust will be sold to the Acquisition Company pursuant to the Tender Offer, and that Joseph J. Saker, Nadine Saker Mockler and Denise Saker Marder will sell up to an aggregate of approximately 36,000 shares owned by them to the Acquisition Company pursuant to the Tender Offer.

(9)Includes 1,377 shares held in trust for the benefit of Ms. Saker Marder’s daughter, as to which shares Ms. Saker Marder disclaims beneficial ownership.  It is anticipated that the shares held in trust will be sold to the Acquisition Company pursuant to the Tender Offer, and that Joseph J. Saker, Nadine Saker Mockler and Denise Saker Marder will sell up to

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approximately 36,000 shares owned by them to the Acquisition Company pursuant to the Tender Offer.

(b)There have been no transactions in the Issuer’s Common Stock during the past sixty (60) days from the date of this report by any of the Reporting Persons.

(c)Not applicable.

(d)Not applicable.

(e)Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.
Item 7.	Material to Be Filed as Exhibits

Exhibit 99.1:	Joint Filing Agreement dated December 1, 2005 by and among the Reporting Persons
Exhibit 99.2:	Proposal to Company dated December 1, 2005
Exhibit 99.3:	Commitment Letter from GMAC Commercial Finance LLC to Saker Holdings Corp

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 1, 2005		/s/ Joseph J. Saker
		Joseph J. Saker
		/s/ Richard J. Saker
		Richard J. Saker
		/s/ Joseph J. Saker, Jr.
		Joseph J. Saker, Jr.
		/s/ Thomas A. Saker
		Thomas A. Saker
		/s/ Gloria Saker
		Gloria Saker
		/s/ Nadine Saker Mockler
		Nadine Saker Mockler
		/s/ Denise Saker Marder
		Denise Saker Marder
		Joseph Saker Family Partnership, L.P. By: The Saker Family Corporation
	By:	/s/ Richard J. Saker
	Name:	Richard J. Saker
	Title:	President
		/s/ Richard James Saker
		Richard James Saker
		Saker Holdings Corp.
	By:	/s/ Richard J. Saker
	Name:	Richard J. Saker
	Title:	President

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EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agree to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Common Stock, par value $1.00 per share, of Foodarama Supermarkets, Inc.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning another party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of the parties hereto.

Dated:  December 1, 2005
	/s/ Joseph J. Saker
	Joseph J. Saker
	/s/ Richard J. Saker
	Richard J. Saker
	/s/ Joseph J. Saker, Jr.
	Joseph J. Saker, Jr.
	/s/ Thomas A. Saker
	Thomas A. Saker
	/s/ Gloria Saker
	Gloria Saker
	/s/ Nadine Saker Mockler
	Nadine Saker Mockler
	/s/ Denise Saker Marder
	Denise Saker Marder

	Joseph Saker Family Partnership, L.P.
	By:  The Saker Family Corporation
By:	/s/ Richard J. Saker
Name:	Richard J. Saker
Title:	President
	/s/ Richard James Saker
	Richard James Saker
	Saker Holdings Corp.
By:	/s/ Richard J. Saker
Name:	Richard J. Saker
Title:	President

EX-99.2

SAKER HOLDINGS CORP.

922 Highway #33, Building 6, Suite 1

Freehold, New Jersey  07728

EXHIBIT 99.2

December 1, 2005

Board of Directors

Foodarama Supermarkets, Inc.

922 Highway #33, Building 6, Suite 1

Freehold, New Jersey  07728

Gentlemen:

The purpose of this letter is to outline the basis on which an acquisition vehicle organized by me and seven other members of the Saker family (the “Purchasers”) would be prepared to acquire all of the outstanding shares of capital stock of Foodarama Supermarkets, Inc. (“Foodarama” or the “Company”) not owned by us, as well as certain reasons for effectuating this transaction.  We believe that the proposed transaction is in the best interests of Foodarama and its shareholders and is the best opportunity for the shareholders to maximize their investment returns.  The Purchasers currently own or control approximately 51% of the outstanding shares of Foodarama.

It is our current intention to acquire all of the outstanding shares of capital stock of Foodarama not held by a Purchaser for cash in the amount of $52  per share (the “Price”), representing a 43.9% and 58% premium over the average trading price for the last 12 months and 5 years, respectively.  All unvested stock options will become fully vested, and all outstanding options not held by the Purchasers would be cashed out as part of the transaction.  We have arranged for financing of this transaction with GMAC Commercial Finance LLC (“GMAC”) and provided with this letter is a copy of their commitment letter.  The commitment letter describes the terms of the proposed financing for the transaction as well as the terms of a refinancing of the Company’s existing indebtedness with GMAC and the Company’s other lenders. These loans will be secured by the assets of the Company if the transaction is completed.  Approximately 6% of the funds provided by GMAC may be used to finance the purchase of up to approximately 46,000 shares held by certain of the Purchasers and members of their families, including up to approximately 36,000 shares held by Joseph Saker, Nadine Saker Mockler and Denise Saker Marder, 1,760 shares held by Richard Saker’s wife, Laura, and 8,262 shares held in trusts formed for the benefit of the children of Joseph Saker, Jr., Nadine Saker Mockler, Denise Saker Marder and Lisa Saker.

The proposed transaction would be effected by means of a tender offer for the remaining 49% of the Company’s outstanding shares which would be conditioned upon, among other things, that (i) a majority of the minority 49% shareholders tender their shares in the tender offer, (ii) the acquiring entity hold at least 90% of the Company’s outstanding common stock after the closing of the tender offer (inclusive of the shares held by the Purchasers) and (iii) the Foodarama shareholders approve an agreement and plan of share exchange pursuant to which each outstanding share of Foodarama common stock would be exchanged for one share of common stock of a newly formed Delaware corporation.  The share exchange would be followed by a

merger of the Delaware corporation into the acquiring entity pursuant to which shareholders who did not tender shares in the tender offer would receive $52 in exchange for their shares of the Delaware corporation that they receive in the share exchange.  As a result of the tender offer, the share exchange and the merger, Foodarama would become a wholly owned subsidiary of the acquiring entity.

We would proceed with the proposed tender offer and other transactions only if the requisite consent of Wakefern Food Corporation can be obtained.

We believe that it is important that we identify some of the factors that we considered in arriving at the Price and in reaching our decision to propose this transaction.  The Price represents a 43.9% premium to the average trading price for the last 12 months, a 41.5% premium over the average trading price for the last three months and a 38.7% premium over the closing price on November 30, 2005.  Of course, the ability of the shareholders to actually monetize their investment in the shares of Foodarama through open market transactions presumes a level of liquidity in Foodarama’s stock that simply does not exist.  Based on the average trading volume over the last 12 months, it would take over five (5) years to sell the shares we are proposing to purchase.  Moreover, based on recent volume activities, it would not appear feasible for the existing shareholders to sell their holdings in a reasonable period of time without significantly pressuring pricing levels.  You should also be aware that after protracted discussions, Arthur Abbey, the holder of approximately 12% of the Company’s outstanding shares, has advised us that if an offer was made, he would be willing to participate in a transaction in which the Saker family acquired his shares at a price of $52 per share.  As a result of these discussions, we have increased the price that we originally contemplated offering to Foodarama’s shareholders from $41 to $52 per share.

As you know, I and other members of the Saker family have participated in the development of Foodarama for many years, and we remain committed to its continued success.  Nevertheless, there are many challenges facing Foodarama.  Its margins are among the lowest of its peers in the industry.  It is faced with increasing competition by traditional grocery stores, particularly the entry of national chains into the territory, as well as the large box stores.  Both the equity and the debt markets particularly view the potential impact of the large box stores as problematic.  Indeed, Albertson’s recent announcement that it was exploring strategic alternatives is a reflection of the intense competition faced by traditional grocery stores.

In addition, it is virtually impossible to achieve the levels of growth typically required by the public markets without continued expansion.  Almost all growth in the Company must come from opening new stores or significant renovations of existing stores.  In our view, the risk inherent in such a capital intensive and long term growth strategy is not compatible with maximizing the return for the shareholders of a relatively illiquid and thinly traded public company.

In terms of providing a possible exit for shareholders, one must also be mindful of the practical consequences of the Wakefern arrangements.  Under the Wakefern agreements, any withdrawal from the cooperative would trigger a prohibitive payment obligation to Wakefern of approximately $271 million.  As the departure of Foodarama from the cooperative would have an enormous adverse impact on Wakefern, it is hard for us to envision any circumstance pursuant

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to which Wakefern would allow the Company’s departure on any economically feasible basis.  Indeed, the litigation involving the potential Big V transaction is a good indication of the importance Wakefern attaches to these withdrawal provisions.  The potential Big V transaction also is reflective of the fact that the Company would likely be attractive as an acquisition candidate to a large strategic buyer only if that buyer could exit the cooperative arrangement and then use its independent buying leverage to improve margins and profitability.  We believe that a sale of the Company to another member of the Wakefern cooperative is not likely inasmuch as Foodarama is the largest member of the cooperative.

It also seems highly unlikely that Foodarama would be an attractive candidate for a financial buyer, as the amount of additional debt that would be needed to acquire all of the Company’s outstanding shares, including our shares, at an amount in excess of the Price is far in excess of the Company’s ability to service that debt.  This problem is particularly acute in the context of the Company’s need to increase the number of its stores and with the financing required to finance this expansion.  In this regard, it is also important to state that members of the Saker family have been shareholders in Foodarama since 1958 and we have no interest in selling our holdings.

Further, we believe that the proposal contained in this letter presents an excellent opportunity for the Company’s public shareholders to realize a premium for their shares at a fair price, while allowing management to focus on executing the Company’s strategy without having to address the burdens and costs of being a public company.  These costs have significantly increased with the passage of the Sarbanes-Oxley Act and the related regulations promulgated by the Securities and Exchange Commission and the American Stock Exchange.  In fact, compliance will become even more expensive and burdensome with the phase-in of new rules relating to internal control procedures.  In addition, absent a going private transaction, we expect that public company costs for the most recently completed fiscal year will be approximately $692,000 - equivalent to 23.8% of pre-tax income for the year ended December 31, 2004.  The $692,000 estimate includes $588,000 paid to external accountants, legal counsel, listing fees and other outside vendors as well as $104,000 in staff time and expenses.

Alternatives to the going private proposal also include continuing to pay a significant portion of pre-tax income each year in public company costs, or avoiding the majority of these costs by de-listing the Company’s stock.  Neither of these alternatives represents an attractive outcome for shareholders.  Therefore, this is an opportune time for the public shareholders to cash out their shares and the Company to be relieved of the burdens of being a public corporation.

We look forward to working with the Board of Directors to effectuate a transaction along the lines described above as quickly as possible.  As you can see in the enclosed commitment letter, significant fees began to accrue on November 9, 2005, so it is critical to our interest in pursuing this transaction that all definitive documentation be completed in an expeditious manner.  Although no legal obligations will be created until definitive documentation is signed, we do not anticipate any significant hurdles in documenting and consummating the transaction; however, in view of the significant fees which we will incur in connection with the proposed transaction, we believe that it is appropriate that the Company agree to a $1.0 million termination fee if the tender offer proceeds but the Board of Directors of Foodarama subsequently withdraws its

3

support of the offer or otherwise terminates the proposed transaction or certain other events occur.  We have engaged Conway, Del Genio, Gries & Co., LLC as our financial advisors and Giordano, Halleran & Ciesla, P.C. as our legal advisors in connection with this transaction, and we are happy to make them available to you to help expedite the transaction.

We believe that our proposal is in the best interests of the Company and will be attractive to the Company’s public shareholders.  It is our view that providing a premium to our public shareholders and operating the Company as a private enterprise is the best alternative for all concerned.

We look forward to your prompt response and to working with you on this matter.

Very truly yours

Saker Holdings Corp.

By:	/s/ Richard J. Saker
	Richard J. Saker, President and
	Chief Executive Officer

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EX-99.3

EXHIBIT 99.3

November 23, 2005

Saker Holdings Corp.

922 Highway 33

Freehold, NJ 07728

Attention:      Richard Saker

Gentlemen:

GMAC Commercial Finance LLC (“GMAC CF”) is pleased to commit to provide a senior secured and junior secured credit facility which aggregate $105 million (collectively, the “Credit Facilities”) to be provided to Borrower (as defined below).  The Credit Facilities would be used to provide the funds required to finance the purchase (the “Acquisition”) of 100% of the outstanding stock of Foodarama Supermarkets, Inc. (“Foodarama”) not owned or controlled by Borrower, provide funds required to finance the purchase of up to 46,000 shares of the outstanding stock of Foodarama owned or controlled by affiliates of Borrower, refinance existing indebtedness of Foodarama and its subsidiaries and provide for the ongoing working capital and the capital expenditure needs of the Borrower.

The terms and conditions upon which GMAC CF offers the Credit Facilities are as follows:

Borrower:Saker Holdings Corp (“SHC”), an acquisition vehicle to be formed by certain members of the Saker Family.  Immediately after the Acquisition, SHC, Foodarama and Foodarama’s operating subsidiaries will become the joint and several Borrower under the Credit Facilities.

Guarantor(s):Borrower’s parent and all of Borrower’s direct and indirect non-Borrower subsidiaries.

Lender:GMAC CF and such other financial institutions acceptable to GMAC CF that become a party to the credit agreement.

Agent:                                    GMAC CF

Credit Facilities:  1.The Senior Credit Facility shall be comprised of the following loans and facilities and shall be secured by a first priority security interest in all of the Collateral (defined below):

A)A five (5) year $40,000,000 Revolving Credit Facility, governed by a borrowing base consisting of the sum of:

1)Up to 65% of eligible inventory, plus

2)The lesser of (i) $7,000,000 or (ii) “in transit cash” subject to Agent’s perfected first priority security interests.

The Revolving Credit Facility shall include a $4,500,000 sub-limit for letters of credit.  The outstanding face amount of all letters of credit shall be subject to a 100% reserve against availability under the Revolving Credit Facility.

B)A five (5) year term loan in the principal amount of $35,000,000 (“Term Loan A”). Term Loan A shall be available in one draw on the closing date and shall be payable in equal quarterly installments of principal commencing on April 1, 2006, according to the following amortization schedule (with the outstanding balance due at maturity):

Loan Year	Amortization
One	$7,000,000
Two	$7,000,000
Three	$7,000,000
Four	$7,000,000
Five	$7,000,000

2.  The Junior Credit Facility shall be a five (5) year term loan in the principal amount of up to $30,000,000 secured by a second priority security interest in all of the Collateral (“Term Loan B”).  Term Loan B shall be available in one draw on the closing date and shall be payable in equal quarterly installments of principal, each in the amount of $75,000 commencing on April 1, 2006, with the outstanding balance due at maturity.  Term Loan B may be documented pursuant to separate agreements, including an intercreditor agreement in form and substance satisfactory to Agent.

In the event that Term Loan A is repaid in full prior to its stated maturity, all scheduled amortization payments that would have been required to be made on Term Loan A shall continue to be made and shall be applied to the payments due on Term Loan B, in the inverse order of their maturity.

Term Loan A and Term Loan B may hereinafter be collectively referred to as the “Term Loans”.

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Excess Cash Flow

Recapture and

Mandatory

Prepayments:In addition to the scheduled payments described above, Borrower shall be required to make an annual prepayment in an amount equal to 50% of its “excess cash flow” (to be defined in the credit agreement) and shall be required to make prepayments with the proceeds resulting from the disposition of assets (other than the sale of inventory in the ordinary course of business), insurance settlements from casualty losses and from the sale of equity securities.  Any such prepayments shall be applied first to the scheduled installments of Term Loan A and then to the scheduled installments of Term Loan B, in each case, in the inverse order of their maturity.

Borrowing Base

Monitoring:Borrower’s inventory shall be monitored by Agent to enable determination of the borrowing base from time to time.  Borrower shall deliver borrowing base reports on a weekly basis or more frequently, as Agent may require.

Interest Rate:For the first loan year, Borrower shall pay interest under the Credit Facilities at the following rates, determined by adding the Margin over Basis to the Rate Basis:

	Rate Basis	Margin over Basis
Revolving Credit Facility	Prime Rate LIBOR	2.5% 3.5%
Term Loan A	Prime Rate LIBOR	3.0% 4.0%
Term Loan B	Prime Rate LIBOR	6.25% 7.25%

Following the first anniversary date, the Margin over Basis with respect to the Revolving Credit Facility and Term Loan A shall be subject to quarterly adjustments based on a grid to be determined.

Interest shall be payable monthly in arrears on Prime Rate loans, and at the end of the applicable interest period (but not less frequently than every three months) on LIBOR loans and shall be calculated daily on the basis of a 360-day year for the actual number of days elapsed.  Borrower may elect interest periods of one, two, three, or six months on LIBOR loans. The maximum number of LIBOR loans outstanding at any time shall not exceed five.

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Default Rate:2% above the stated interest rate.

Security:A perfected security interest in all presently owned and hereafter acquired assets of Borrower and Guarantors and a perfected pledge of all outstanding capital stock or other beneficial interest of the Borrower, and each of its direct and indirect subsidiaries (the “Collateral”).  Liens and/or security interests on the Collateral by other parties would be prohibited without the prior written consent of Agent.

Collections:Borrower shall, on a daily basis, (i) transfer to a concentration account at a bank acceptable to Agent all cash receipts of Borrower, and (ii) all funds in the concentration account shall be transferred to Agent and shall be applied, at the direction of the Agent, to reduce the outstanding principal and interest on loans under the Revolving Credit Facility and/or to collateralize Letters of Credit issued in connection with the Revolving Credit Facility.  For the purpose of calculating interest, all proceeds received by Agent shall be credited to Borrower’s loan account on the same business day upon Agent’s receipt of immediately available federal funds.

Financial

Covenants:Standard for transactions of this type as Agent may require. Preliminarily, Agent expects that the financial covenants shall include, but not be limited to: minimum Fixed Charge Coverage; minimum EBITDA; maximum Total Leverage Ratio; maximum Senior Leverage Ratio; maximum annual permitted Capital Expenditures; and maximum annual permitted Capital Leases.

Other Indebtedness:The Credit Facilities shall be the only funded debt allowed to be incurred by Borrower except for specific amounts of indebtedness that may be specified in the credit agreement.

Other Representations,

Warranties and

Covenants:Standard for transactions of this type, including, without limitation, periodic (including monthly, quarterly and annual) financial reporting requirements.

Unused Line Fee:½ of 1% per annum, on the average daily balance of the unused portion of the Revolving Credit Facility, payable monthly in arrears.

Letter of Credit Fee:3.5% per annum on the average undrawn face amount of letters of credit, payable monthly in arrears.  In addition, Borrower shall pay any fees, costs or expenses (including fronting fees) due to banks for any bank letters of credit issued for Borrower’s account.

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Other Fees:Borrower shall pay to GMAC CF, for its own account, the fees set forth in the Fee Letter dated  November 23, 2005 entered into by Richard Saker, the Borrower and GMAC CF.

Conditions Precedent

to Closing of the

Credit Facilities:Conditions precedent to closing shall include, but are not limited to, the following:

1)Agent shall have received a collateral audit conducted by it or its representatives of the business, operations, financial condition, assets and systems of Foodarama and its subsidiaries, with results satisfactory to Agent.

2)Agent, in its sole discretion, shall be satisfied that there are no existing environmental liabilities that may have a material adverse impact on the financial condition or prospects of the Borrower.

3)The Credit Facilities shall be subject to the execution of formal Credit Agreements and other loan documentation, intercreditor agreements and opinions of counsel fully acceptable to Agent and its counsel.  The documentation shall contain such terms, conditions, representations, warranties, covenants and events of default customary for loans of this type as Agent may require.

4)The Agent shall have received insurance policies or binders for insurance in types and amounts, under terms and conditions satisfactory to Agent with appropriate endorsements naming Agent as loss payee and/or additional insured, as appropriate.

5)Borrower shall make available to Agent in preliminary and final form, as and when created all documents and schedules pertaining to the tender offer described in paragraph 14 below, the share exchange described in paragraph 15 below, the Acquisition and all related transactions (collectively, the “Transactions”).  All such documents and all terms and conditions of the contemplated Transactions shall be acceptable to Agent.

6)The Agent shall have received a business plan and financial and other information, as it shall reasonably require with respect to the Borrower (including Foodarama and its subsidiaries), the foregoing to be in form and substance satisfactory to the Agent.

7)Agent or its representatives shall have the opportunity to meet with Borrower’s (including Foodarama and its subsidiaries’) management to discuss Borrower’s (including Foodarama and its subsidiaries’) business, its business plan, any collateral audit or appraisal issues, or other matters that may arise in connection with Agent’s due diligence efforts.

5

8)There shall have been no material adverse change in the business, operations, assets, properties, liabilities, profits, prospects or financial position of the Borrower (including Foodarama and its subsidiaries), as determined by the Agent in its sole discretion.

9)Each Borrower and each Guarantor shall be required to satisfy Agent on the closing date that after giving effect to the Transactions, it is solvent, able to meet its obligations as they mature and has sufficient capital to enable it to operate its business.

10)Foodarama and its operating subsidiaries shall not have any trade accounts payable outstanding beyond trade terms.

11)Borrower’s (including Foodarama and its subsidiaries’) tax assumptions, capital, organization, ownership and legal structure must be satisfactory to Agent and not impair the ability of the Agent to enforce its claims against the collateral; all collateral must be freely pledgeable as collateral security for the Credit Facilities and all loans under the Credit Facilities must be in compliance with all federal and state securities laws (including, without limitation, Regulation U).

12)No Borrower (including Foodarama and its subsidiaries) or Guarantor (or any officer or affiliate thereof) is or shall become sanctioned or targeted under any Federal regulation governing Foreign Asset Control, or any other comparable statute or regulation.

13)SHC shall be capitalized by the Saker Family with not less than 43% of the presently outstanding capital stock of Foodarama.

14)Foodarama’s Board of Directors (a) shall have received and accepted a fairness opinion from a financial advisor reasonably acceptable to Agent endorsing the fairness to Foodarama’s minority stockholders of the terms of SHC’s tender offer for Foodarama and (b) shall have approved and endorsed SHC’s tender offer for Foodarama, the share exchange described in paragraph 15 below and all other Transactions.

15)Prior to being able to draw on the Credit Facilities, (a) SHC must own and/or have tendered to it an amount of Foodarama’s capital stock which would allow a short form merger between SHC and Foodarama, (b) the Foodarama share exchange contemplated by SHC shall have been approved by all necessary shareholder and other action and (c) SHC and Foodarama shall have entered into a short form merger agreement, effective post-share exchange.  All conditions under applicable contract and applicable securities and other law (including, without limitation, federal going private laws and regulations) to the consummation of the Transactions shall have been satisfied pursuant to terms disclosed to, and acceptable to, Agent, and the Agent shall have received evidence satisfactory to it

6

that the consummation of the Transactions shall not violate any requirements or provisions of applicable contract or applicable securities and other law.

Assignments/

Syndication:GMAC CF shall have the right at any time to sell, assign or transfer any portion of the Credit Facilities to one or more other lenders.  Any commitment of GMAC CF with respect to the Credit Facilities shall be subject to there being no material disruption of, or material adverse change in, the financial, banking or capital markets that could, in GMAC CF’s judgment, materially impair GMAC CF’s ability to syndicate the Credit Facilities.  GMAC CF intends to syndicate the Credit Facilities to other financial institutions identified by it in consultation with SHC prior to, concurrently with or subsequent to, the closing of the Credit Facilities. GMAC CF may initiate discussions with potential lenders relating to the syndication of the Credit Facilities upon your execution of this letter. To actively assist GMAC CF in its syndication efforts, Borrower (including Foodarama and its subsidiaries) agrees (i) to provide and cause its advisors to provide GMAC CF and other proposed syndicate members upon request, with all information with respect to the business of Borrower (including Foodarama and its subsidiaries and affiliates) that is deemed necessary by GMAC CF to complete the syndication including, without limitation, all financial information, evaluations and projections as may reasonably be requested by GMAC CF, subject to standard confidentiality limitations to be agreed upon; (ii) to assist GMAC CF upon its request in the preparation of an information memorandum to be used in connection with the syndication of the Credit Facilities, and (iii) to otherwise assist GMAC CF in its syndication efforts, including by making officers of Borrower (including officers of Foodarama and its subsidiaries) and their respective affiliates available from time to time to attend and make presentations regarding the business and prospects of Borrower (including officers of Foodarama and its subsidiaries), as appropriate, at one or more meetings or conference calls with potential lenders.

GMAC CF may change pricing or make structural changes to the Credit Facilities described above if GMAC CF determines, before or after the closing date, that such changes are reasonably required in order to ensure the Successful Syndication of the Credit Facilities on terms that are acceptable to GMAC CF. A Successful Syndication is defined as one in which GMAC CF holds an aggregate commitment under the Credit Facilities of not more than $45,000,000 no later than ninety (90) days after the closing date.

By signing this letter, Richard Saker and Borrower each jointly and severally agree to pay on demand all costs, fees and expenses incurred or to be incurred by Agent and/or any Lender who has committed on or before the date of this letter to provide all or part of Term Loan B in connection with the consideration, examination, review, documentation, administration,

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syndication and/or closing of the Credit Facilities, including but not limited to auditor fees, counsel fees, appraisers’ fees and all other out-of-pocket expenses relating to any of the foregoing, whether or not the financing transaction contemplated by this letter shall be closed, and whether or not any terms, conditions, and/or requirements herein are hereafter modified.

In addition, by signing this letter, Richard Saker and Borrower each jointly and severally agree that so long as GMAC CF is proceeding in good faith to complete the transaction described herein, GMAC CF shall have the exclusive right to provide the financing described in this letter.

Richard Saker and Borrower each jointly and severally agree to indemnify Agent and each Lender with respect to any third party claims made against Agent and Lenders arising out of this letter, except to the extent a court of competent jurisdiction by final nonappealable order holds that such claims arose out of Agent’s or Lender’s gross negligence or willful misconduct and further agree that in any action arising from an alleged breach of this letter the only damages that may be sought are those which are direct and reasonably foreseeable as the probable result of any breach hereof and any right to indirect, special or punitive damages or lost anticipated profits is hereby waived.

This letter will be governed by the laws of the State of New York (without regard to the conflicts of laws thereof).  THE PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF THIS LETTER.

This letter has been issued in reliance upon the accuracy of all information furnished to GMAC CF by or on behalf of the Borrower (including Foodarama and its subsidiaries) and is delivered to SHC on the condition that neither it, any related fee letter, any related proposal letter nor their contents or their substance, will be disclosed to any third party except those in a confidential relationship to SHC and as SHC may be legally compelled to disclose same (including, without limitation, by way of deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, or federal or state securities laws) without the prior written consent of GMAC CF.  No disclosure shall be made to any other financial institution or intermediary.  In addition, no portion of this letter or any fee letter may be relied upon by any third party, nor is the commitment hereunder with respect to the Credit Facilities assignable by the Borrower, in whole or in part, to any third party.

GMAC CF reserves the right to review and approve, in advance, all materials, press releases, advertisements and disclosures that Borrower (including Foodarama and its subsidiaries) or Richard Saker prepares that contain GMAC CF’s or any affiliate’s name or describe GMAC CF’s financing commitment.

Please acknowledge the agreement of Richard Saker and the Borrower with the foregoing by signing and returning, by November 30, 2005, each of the enclosed copy of this letter, and a copy of the Fee Letter dated November 23, 2005.  Expense deposits may be required as we proceed with further due diligence and when we commence legal documentation.  Any unused portion of expense deposits received will be either credited to the fees payable upon closing or refunded after all reimbursable expenses incurred by Agent in connection with the Credit Facilities have been reimbursed and all fees due hereunder have been paid.  This commitment

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shall be null and void if it is not accepted by Richard Saker and Borrower by the date set forth above and, if accepted as aforesaid, the commitment of GMAC CF under this letter with respect to the Credit Facilities shall expire on March 8, 2006, unless extended by GMAC CF in its sole discretion.

The terms and conditions set forth in this letter supersede any and all prior discussions between GMAC CF, Richard Saker and Borrower (including Foodarama and its subsidiaries) relating to the subject matter hereof and that certain proposal letter issued on August 11, 2005 by GMAC CF to Borrower and Richard Saker.

Upon the closing of the Credit Facilities, Richard Saker, but not the Borrower, shall be released from his obligations hereunder.

We look forward to working with you and would be happy to discuss this letter with you at your convenience.

Very truly yours,
GMAC Commercial Finance LLC
By:	/s/ Thomas Maile
	Name:	Thomas Maiale
	Title:	Director

Agreed: /s/ Richard Saker

Richard Saker, Individually and on behalf of Borrower

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