FOURTH AMENDMENT TO LOAN AGREEMENT

      THIS FOURTH AMENDMENT  ("Amendment") made as of this 27th day of February,
1999 among GRISTEDE'S SLOAN'S, INC., a Delaware corporation having its principal
place of  business  at 823  Eleventh  Avenue,  New  York,  New York  10019  (the
"Borrower"),  each of the  Subsidiaries  of the  Borrower  listed on  Schedule 1
annexed to the Agreement (as hereinafter defined)  (individually,  a "Guarantor"
and  collectively,   the   "Guarantors")   (the  Borrower  and  the  Guarantors,
collectively,  the "Credit Parties"), EUROPEAN AMERICAN BANK, a New York banking
organization,  having an office at 335 Madison Avenue,  New York, New York 10017
("EAB"  or a  "Bank")  ISRAEL  DISCOUNT  BANK OF NEW  YORK,  a New York  banking
organization,  having an office at 511 Fifth  Avenue,  New York,  New York 10017
("Israel  Discount"  or a  "Bank"),  KEYBANK  NATIONAL  ASSOCIATION,  a national
banking association,  having an office at 1377 Motor Parkway, Islandia, New York
11788 ("Key" or a "Bank") and BANK LEUMI USA (formerly known as Bank Leumi Trust
Company of New York),  a New York trust  company,  having an office at 562 Fifth
Avenue,  New York,  New York 10036  ("Leumi" or a "Bank") and EUROPEAN  AMERICAN
BANK, as agent for the Banks (the "Agent").

                       W I T N E S S E T H :

      WHEREAS,  the Credit Parties,  the Banks and the Agent have entered into a
Loan Agreement dated as of the 7th day of November,  1997,  which Loan Agreement
has heretofore been amended pursuant to that certain First Amendment dated April
30, 1998,  that certain  Second  Amendment  dated as of August 29, 1998 and that
certain  Third  Amendment  dated as of November  28,  1998 (as so  amended,  the
"Agreement"); and

      WHEREAS, the Banks have made loans to the Borrower as evidenced by certain
notes of the Borrower and specifying interest to be paid thereon; and

      WHEREAS,  the Credit  Parties have  requested that the Agent and the Banks
agree to extend the Revolving Credit Maturity Date to March 1, 2000; and

      WHEREAS,  the Credit  Parties have  requested that the Agent and the Banks
agree to increase the level of permitted  purchase money Debt and Capital Leases
for the fiscal quarter ending February 28, 1999; and

      WHEREAS,  the Credit  Parties have  requested that the Agent and the Banks
amend  certain of the  financial  covenants  contained  in  Section  5.03 of the
Agreement; and

      WHEREAS,  the Agent and the Banks have agreed (i) to extend the  Revolving
Credit  Maturity Date to March 1, 2000,  (ii) to increase the level of permitted
purchase money Debt and Capital Leases for


<PAGE>


the fiscal quarter  ending  February 28, 1999, and (iii) to amend certain of the
financial  covenants  contained  in Section 5.03 of the  Agreement,  each on the
terms and conditions contained herein; and

      NOW,  THEREFORE,  in  consideration of Ten ($10.00) Dollars and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged,  the Credit  Parties,  the Banks and the Agent do hereby  agree as
follows:

      1. DEFINED TERMS. As used in this  Amendment,  capitalized  terms,  unless
otherwise defined, shall have the meanings set forth in the Agreement.

      2. REPRESENTATIONS AND WARRANTIES.  As an inducement for the Bank to enter
into this Amendment, the Credit Parties each represent and warrant as follows:

           A. That with respect to the Agreement and the Loan Documents executed
in connection therewith and herewith:

                (i) There are no  defenses or offsets to the  Borrower's  or any
           Guarantor's  obligations  under the Agreement as amended hereby,  the
           Notes or any of the Loan  Documents or any other  agreements in favor
           of the Bank referred to in the Agreement, and if any such defenses or
           offsets exist without the knowledge of the Borrower or any Guarantor,
           the same are hereby waived.

                (ii)  All of the  representations  and  warranties  made  by the
           Borrower  and any  Guarantor in the  Agreement as amended  hereby are
           true and  correct  in all  material  respects  as if made on the date
           hereof,  except for those made with  respect  to a  particular  date,
           which such representations and warranties are restated as of the date
           of this Amendment to be true and correct in all material  respects as
           of such date;  and  provided  further  that the  representations  and
           warranties set forth in Section 4.01(f) of the Agreement shall relate
           to the audited consolidated  financial statements of the Borrower and
           its Consolidated  Subsidiaries for the fiscal year ended November 29,
           1998.

                (iii) The outstanding  aggregate  principal balance of the Loans
           as evidenced by the Notes is  $21,308,934.62 as of April 12, 1999 and
           interest has been paid through April 1, 1999.

      3. AMENDMENTS. The following amendments are hereby made to the Agreement:

           (a) The  definition  of  Revolving  Credit  Maturity  Date is  hereby
deleted in its entirety and replaced as follows:


                                      - 2 -

<PAGE>


           "'Revolving Credit Maturity Date' means March 1, 2000."

           (b) Section  5.02(a)(ix)(4) of the Agreement is hereby deleted in its
entirety and replaced as follows:

           "(4)  The Debt secured by all such Liens shall not exceed
           $5,500,000.00 in the aggregate; and"

           (c)  Section  5.03(c)  of the  Agreement  is  hereby  deleted  in its
entirety and replaced as follows:

           "(c) LEVERAGE RATIO.  The Borrower and the Guarantors
           will at all times maintain a Leverage Ratio, to be tested
           quarterly, of not greater than the following:

                Period                          Leverage Ratio
           ------------------------------       --------------
           From the date of the Agreement       3.00 to 1.00
           until May 29, 1999

           From May 30, 1999 until              2.25 to 1.00
           May 27, 2000

           From May 28, 2000 and                2.00 to 1.00
           thereafter."

           (d)  Section  5.03(d)  of the  Agreement  is  hereby  deleted  in its
entirety and replaced as follows:

           "(d) FUNDED DEBT TO EBITDA RATIO.  The Borrower and  Guarantors  will
           maintain  at all  times on a  consolidated  basis,  a Funded  Debt to
           EBITDA  Ratio,  to be  tested  quarterly,  of not  greater  than  the
           following:

                Period                               Funded Debt to EBITDA Ratio
           ----------------------------              ---------------------------
           From November 30, 1998 until              3.50 to 1.00
           May 29, 1999

           From May 30, 1999 until                   2.50 to 1.00
           August 28, 1999

           From August 29, 1999 until                2.25 to 1.00
           August 26, 2000

           From August 27, 2000 and                  2.00 to 1.00
           thereafter."

           (e)  Section  5.03(e)  of the  Agreement  is  hereby  deleted  in its
entirety and replaced as follows:

           "(e)  FIXED CHARGE COVERAGE RATIO.  The Borrower and
           Guarantors will maintain at all times (other than for the


                             - 3 -


<PAGE>


           fiscal  quarter  ending  August  30,  1998,  the fiscal  year  ending
           November 29, 1998 and the fiscal  quarter  ended  February 28, 1999),
           beginning  with  the  fiscal  quarter  ending  May  31,  1998,  on  a
           consolidated basis, a minimum Fixed Charge Coverage Ratio of not less
           than 1.25 to 1.0, such ratio to be tested quarterly. The Borrower and
           Guarantors will maintain at all times on a consolidated  basis during
           the fiscal  quarter  ending  August 30, 1998,  the fiscal year ending
           November 29, 1998 and the fiscal  quarter ended  February 28, 1999, a
           minimum Fixed Charge Coverage Ratio of not less than 1.10 to 1.0."

           (f)  Section  5.03(f)  of the  Agreement  is  hereby  deleted  in its
entirety and replaced as follows:

           "DEBT SERVICE RATIO. The Borrower and Guarantors will maintain at all
           times  during  the  fiscal  year  ending  November  29,  1998,  on  a
           consolidated  basis,  a minimum Debt  Service  Ratio of not less than
           1.45 to 1.0. The Borrower and  Guarantors  will maintain at all times
           during the fiscal quarter ending February 28, 1999, on a consolidated
           basis, a minimum Debt Service Ratio of not less than 1.40 to 1.0. The
           Borrower and  Guarantors  will maintain at all times,  beginning with
           the fiscal  quarter  ending May 31,  1998  (other than for the fiscal
           year ending  November 29, 1998 and the fiscal quarter ending February
           28, 1999),  on a consolidated  basis, a minimum Debt Service Ratio of
           not less than 1.50 to 1.0, such ratio to be tested quarterly."

      4. EFFECTIVENESS.   This   Amendment   shall  become  effective  upon  the
occurrence of the following  events and the receipt and  satisfactory  review by
the Agent and its counsel of the following documents:

           (a) The Agent and each Bank shall have received this Amendment,  duly
executed by the Borrower and each Guarantor.

           (b) The Agent shall have received copies of any and all modifications
of the  documentation  referred to in Section 3.01 of the Agreement  which could
result in a Material Adverse Change.

           (c) The Agent  shall  have been  paid,  on  behalf of the  Banks,  an
amendment fee in the amount of $10,000.00.

      5. GOVERNING  LAW. This  Amendment  shall be governed by, and construed in
accordance with, the laws of the State of New York.

      6. COUNTERPARTS.  This  Amendment   may  be  executed  in  any  number  of
counterparts and by different parties hereto in separate  counterparts,  each of
which when so executed  shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


                                      - 4 -


<PAGE>


      7. RATIFICATION.  Except as hereby  amended,  the Agreement and all other
Loan Documents  executed in connection  therewith shall remain in full force and
effect in accordance  with their  originally  stated terms and  conditions.  The
Agreement  and all other Loan  Documents  executed in connection  therewith,  as
amended hereby, are in all respects ratified and confirmed.

      8. WAIVER OF JURY TRIAL. The Borrower,  each Guarantor,  the Agent and the
Banks  waive all  rights to trial by jury on any  cause of  action  directly  or
indirectly involving the terms, covenants or conditions of this Amendment or any
Loan Document.


                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                      - 5 -

<PAGE>



      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment as of
the year and date first above written.

EUROPEAN AMERICAN BANK, as Agent

By: /s/George L. Stirling
   --------------------------
   George L. Stirling
   Vice President

EUROPEAN AMERICAN BANK

By: /s/George L. Stirling
   --------------------------
   George L. Stirling
   Vice President

ISRAEL DISCOUNT BANK OF NEW YORK

By: /s/Scott Fishbein
   --------------------------
   Name:  Scott Fishbein
   Title: Vice President

By: /s/Lisa Baum
   --------------------------
   Name:  Lisa Baum
   Title: Senior Vice President

KEYBANK NATIONAL ASSOCIATION

By: /s/Joseph Burns
   --------------------------
    Name:  Joseph Burns
    Title: Vice President

BANK LEUMI USA

By: /s/Richard Silverstein
   --------------------------
   Name:  Richard Silverstein
   Title: First Vice President

By: /s/Joseph Koenigsberg
   --------------------------
   Name:  Joseph Koenigsberg
   Title: Vice President

GRISTEDE'S SLOAN'S, INC.

By: /s/John Catsimatidis
   --------------------------
   John Catsimatidis
   Chief Executive Officer

CITY PRODUCE OPERATING CORP.

By: /s/John Catsimatidis
   --------------------------
   John Catsimatidis
   President


                                      - 6 -


<PAGE>


GRISTEDE'S OPERATING CORP.

By: /s/John Catsimatidis
   --------------------------
   John Catsimatidis
   President

NAMDOR INC.

By: /s/John Catsimatidis
   --------------------------
   John Catsimatidis
   President

RAS OPERATING CORP.

By: /s/John Catsimatidis
   --------------------------
   John Catsimatidis
   President

SAC OPERATING CORP.

By: /s/John Catsimatidis
   --------------------------
   President


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