Exhibit 10.14

                       New Premises Date Acknowledgement
                       ---------------------------------

Date:                April 20, 2004

Location:            500 BiCounty Boulevard
                     Farmingdale, NY 11735

Landlord:            500 BiCounty Associates, L.P.
                     300 Robbins Lane
                     Syosset, New York 11791

Tenant:              Colorado Prime Corporation
                     500 BiCounty Boulevard
                     Farmingdale, NY 11735

Date of Lease:       September 18, 1997

1st Lease Modification Agreement: November 26, 1997

2nd Lease Modification Agreement: February 11, 1998

3rd Lease Modification Agreement: March 11, 2004

New Premises Commencement Date: April 16, 2004

See lease renewals and extensions of the term of Lease, if any.

The  Provisions  of this Acknowledgement do not and are not intended to amend or
modify  the  Lease,  and  any construction to the contrary is expressly negated.

The foregoing is hereby confirmed by the parties hereto.

Landlord                                    Tenant

500 BiCounty Associates, L.P.               Colorado Prime Corporation
By: 500 BiCounty Ltd., its
    General Partner

By: /s/Jonathan E. Cohen                    By: /s/Ken Saccente
    --------------------                        ---------------
Name: Jonathan E. Cohen                   Name: Ken Saccente
Title: Vice President                    Title: V.P.

<PAGE>

                         Colorado Prime Corporation
                           500 BiCounty Boulevard
                           Farmingdale, NY 11735

500 BiCounty Associates, L.P.
300 Robbins Lane
Syosset, New York 11791

Re:  Lease  Agreement  dated  as  of  September  18,  1997  between 500 BiCounty
Associates,  L.P.  ("Landlord")  and  Colorado  Prime  Corporation ("Tenant") as
ameneded  by  a Lease Modification Agreement dated as of November 26, 1997 and a
Second Lease Modification Agreement dated as of February 11, 1998 (collectively,
the  "Lease")

Dear Jonathan,

Enclosed you will find four (4) execution copies of the Third Lease Modification
Agreement  dated  as  of ________, 2004 (the "Amendment") between 500 Bi-County,
L.P.  and  Colorado  Prime  Corporation,  each  of  which  have been executed by
Coloardo  Prime  Corporation.

We  understand and agree that the Amendment is being delivered to you to hold in
escrow  until  such  time  that  you  have  entered into a binding written lease
agreement  with  Liberty  Mutual Insurance Company for a portion of the premises
currently  leased  to Tenant pursuant to the terms of the Lease on terms and and
conditions  acceptable  to  you  in  your sole and absolute discretion (the "New
Lease"),  which  New  Lease  shall  not  be subject to any unsatisfied condition
subsequent.  It  entered  into  the  New  Lease  shall  not  be  subject  to any
unsatisfied condition subsequent (such condition is hereafter referred to as the
"New  Lease  Condition"). We understand that you are making no representation or
warranty  to  us as to your ability to successfully negociate and secure the New
Lease  and  you  shall  have  no liability to us in the event that the New Lease
Condition  is  not  satisfied.

In the event that you have not notified us in writing by March 31, 2004 that you
have  achieved  the  New Lease Condition or have waived the New Lease Condition,
then  you  shall return the Amendment to us whereupon the Amendment shall become
void  ab initio and the Lease shall continue in full force and effect unmodified
by  the  Amendment  in  all  respects.

In  the  event  that  you have notified us in writing by March 31, 2004 that you
have  achieved  the  New Lease Condition or have waived the New Lease Condition,
then  you  are hereby authorized to countersign in the Amendment and to date the
Amendment  as of the date of your notice and return to us two (2) fully executed
duplicate  originals  of  the  Amendment.

<PAGE>

500 Bi-County Associates, L.P.
Page 2

Please  acknowledge  your  agreement  with  the foregoing escrow instructions by
executing  a copy of the letter in the space provided below and returning a copy
of  the  same  to  us.

Very truly yours,

Colorado Prime Corporation

By: /s/Kenneth Saccente
    -------------------
Name: Kenneth Saccente
Title: V.P.

Accepted and agreed this 12th day of February, 2004.

500 Bi-County Associates, L.P.
By: 500 Bi-County, Ltd., its
    General Partner

By: /s/Jonathan E. Cohen
    --------------------
Name: Jonathan E. Cohen
Title: Vice President

<PAGE>

                                    Schedule

Date                              Monthly Rent                       Annual Rent
1-Feb-04                                                             $113,262.50
1-Jul-04         $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
1-Feb-05         $8,883.33        $555.21          $9,438.54         $115,128.00
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
                 $8,883.33        $555.21          $9,438.54
1-Jul-05         $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
1-Feb-06         $9,149.83        $555.21          $9,705.04         $118,381.97
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
                 $9,149.83        $555.21          $9,705.04
1-Jul-06         $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
1-Feb-07         $9,424.33        $555.21          $9,979.54         $121,733.55
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
                 $9,424.33        $555.21          $9,979.54
1-Jul-07         $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27

<PAGE>

                 $9,707.06        $555.21         $10,262.27
1-Feb-08         $9,707.06        $555.21         $10,262.27         $125,185.68
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
                 $9,707.06        $555.21         $10,262.27
1-Jul-08         $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
1-Feb-09         $9,998.27        $555.21         $10,553.48         $128,741.38
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
                 $9,998.27        $555.21         $10,553.48
1-Jul-09        $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
1-Feb-10        $10,298.22        $555.21         $10,853.43         $132,403.74
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
                $10,298.22        $555.21         $10,853.43
1-Jul-10        $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
1-Feb-11        $10,607.16        $555.21         $11,162.37         $136,175.98
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
                $10,607.16        $555.21         $11,162.37
1-Jul-11        $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
1-Feb-12        $10,925.38        $555.21         $11,480.59         $140,061.38
                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59

<PAGE>

                $10,925.38        $555.21         $11,480.59
                $10,925.38        $555.21         $11,480.59
1-Jul-12        $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
1-Feb-13        $11,253.14        $555.21         $11,808.35         $144,063.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
                $11,253.14        $555.21         $11,808.35
1-Jul-13        $11,590.74        $555.21         $12,145.94
                $11,590.74        $555.21         $12,145.94
                $11,590.74        $555.21         $12,145.94
                $11,590.74        $555.21         $12,145.94
                $11,590.74        $555.21         $12,145.94
                $11,590.74        $555.21         $12,145.94
                $11,590.74        $555.21         $12,145.94
1-Jan-14        $11,590.74        $555.21         $12,145.94


<PAGE>

                       THIRD LEASE MODIFICATION AGREEMENT
                       ----------------------------------

     AGREEMENT made as of the_____day of_______2004 by and between 500 BI-COUNTY
ASSOCIATES, L.P., a New York limited partnership having an office at 300 Robbins
Lane,  Syosset,  New  York  11791  (hereinafter called "Landlord"), and Colorado
Prime  Corporation,  a  Delaware  corporation, having an office at 500 Bi-County
Boulevard,  Farmingdale,  New  York  11735  (hereinafter  called  "Tenant").

                                    RECITALS

     WHEREAS,  Landlord  and Tenant have entered into a Lease Agreement dated as
of  September  18, 1997 as amended by a Lease Modification Agreement dated as of
November 26, 1997 and a Second Lease Modification Agreement dated as of February
11,  1998  (collectively,  the  "Lease")  for  the lease of approximately 29,242
square  feet  of  space (the "Original Premises") in the building located at 500
131-County  Boulevard,  Farmingdale,  New  York  (the  "Building").

     WHEREAS,  Landlord  and  Tenant  desire  to amend the Lease to, among other
things, reduce the area of the Premises from its current size of 29,242 rentable
square  feet  to  5,330  rentable  square  feet  (the  "New  Premises").

     NOW,  THEREFORE,  in  consideration of the mutual promises contained herein
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  agree  as  follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

     1.1     The  recitals  are  specifically incorporated into the body of this
Agreement  and  shall  be  binding  upon  the  parties  hereto.

<PAGE>

     1.2     Unless  expressly  set forth to the contrary and except as modified
by this Agreement, all defined terms shall have the meanings as ascribed to them
in  the  Lease.

                                   ARTICLE II

                               Lease Modifications
                               -------------------
     2.1 As of  the  date  hereof  the  Lease  is hereby modified and amended as
         follows:

     2.1.1  Premises.  Except  as otherwise specifically set forth herein to the
            ---------
contrary,  as  of  the  New Premises Commencement Date (hereinafter defined) the
term  "Premises"  or  "Demised Premises" as used in the Lease shall mean the New
Premises.  In  addition,  effective  as  of  the New Premises Commencement Date,
Exhibit  "1",  annexed to the Lease and referenced in the definition of "Demised
Premises"  and  "Premises"  appearing  in Article I of the Lease, is deleted and
replaced  with  Exhibit  "A"  annexed  hereto  and  made  a  part  hereof.

     2.1.2  Space.  As  of  the New Premises Commencement Date, Article 1 of the
            ------
Lease  is  hereby  modified  and  amended  as  follows:

(i)  Delete  the  number  "29,242"  and  insert the number "5,330" in its place;
representing  a  reduction of the area of the Premises by 23,912 rentable square
feet  as  depicted  in  Exhibit  "A" annexed hereto (the "Surrender Space"); and
(ii)  Tenant's  Proportionate  Share  shall  be  3.55%.

     2.1.3  Rent.  As  of July 1, 2004, the Rent payable by Tenant for the sixth
            -----
(6th)  year  through  and including the fifteenth (15th) year of the Term of the
Lease  is  amended  and  restated  as-follows:

(i)     for  the  sixth  year  of  the  Term  of  the  Lease,  the Rent shall be
$113,262.50;

(ii)     for  the  seventh  year  of  the  Term  of the Lease, the Rent shall be
$115,127.99;

(iii)     for  the  eighth  year  of  the  Term  of the Lease, the Rent shall be
$118,381.91;

(iv)     for  the  ninth  year  of  the  Term  of  the  Lease, the Rent shall be
$121,733.47;

(v)     for  the  tenth  year  of  the  Term  of  the  Lease,  the Rent shall be
$125,188.66;

<PAGE>

(vi)     for  the  eleventh  year  of  the  Term of the Lease, the Rent shall be
$128,741.41;

(vii)     for  the  twelfth  year  of  the  Term of the Lease, the Rent shall be
$132,403.74;  (viii)  for the thirteenth year of the Term of the Lease, the Rent
shall  be  $136,175.63;

(ix)     for  the  fourteenth  year  of the Term of the Lease, the Rent shall be
$140,061.68;  and

(x)  for  the  fifteenth  year  of  the  Term  of  the  Lease, the Rent shall be
$144,063.55.  Tenant shall pay the Rent in equal monthly installments in advance
of  the  first  day  ofeach  calendar month, in accordance with the terms of the
Lease  as  amended  by  this Agreement. July 1, 2004 is not the first day of the
sixth  lease year of the Term of the Lease, and therefore Tenant shall pay a pro
rata  portion  of the Rent for the New Premises on a per diem basis from July 1,
2004  to  and  including the last day of the sixth lease year of the Term of the
Lease.

     2.1.4  Taxes.  As  of July 1, 2004, the term "Base Year Taxes" set forth in
            ------
Article  11(A)(ii) of the Lease shall mean the Taxes actually due and payable in
the  2003/2004  tax  year  (commencing  December 1, 2003 and ending November 30,
2004).

     2.1.5  Services.  As  of  the  New Premises Commencement Date, Article 6 is
            ---------
hereby  amended and restated in its entirety as follows and as a result thereof,
Tenant  shall  no  longer be obligated to pay to Landlord increases in Operating
Costs:

"6.  (A) Landlord shall provide to the Premises heat and air-conditioning during
the hours of 8:00 AM to 6:00 PM on weekdays and 8:00 AM to 1:00 PM on Saturdays,
excluding  legal  holidays  (as  shown on Exhibit "C", annexed hereto and made a
part  hereof)  in  the  respective  seasons in accordance with Schedule "D". The
aforementioned  hours  are  hereinafter  referred  to as `WORKING HOURS". At any
hours  other than the aforementioned, such services will be provided at Tenant's
expense  in  accordance  with  Schedule  "E".

     (B)  Landlord  shall  have  no  liability to Tenant for any loss, damage or
expense  sustained  or  incurred  by  reason of any change, failure, inadequacy,
unsuitability  or  defect  in  the  supply  or  character of the electric energy
furnished to the Premises or if the quantity or character of the electric energy
is  no  longer  available  or suitable for Tenant's requirements, except for any
actual  damage  suffered  by Tenant by reason of any such failure, inadequacy or
defect caused by the gross negligence or willful misconduct of Landlord and then
only  thirty  (30)  days  after Landlord's receipt of notice from Tenant of such
failure,  inadequacy  or  defect."

<PAGE>

2.1.6  Schedule  "D".  Schedule  "D"  is  hereby  added to the Lease as follows:
       --------------
"Heating,  Ventilation  and  Air  Conditioning  Specifications

General

The  intent  of this specification is to define a design concept for the subject
area.  Design  Criteria

Central air conditioning with modular systems with individual zone control shall
be  capable  of  the  following  performance  when  the  criteria  noted are not
exceeded:

     (A) Between September 1 and June 1, the "heating system" shall be operative
and  maintain  a  minimum  of  70  degrees FDB when the outdoor temperature is 0
degrees  FDB  and  the  prevailing  wind  velocity  does  not  exceed  15  mph.

     (B)  Between  April  15  and  October  14,  the  "cooling  system" shall be
operative  and  maintain  a  maximum of 80 degrees FDB and 55% relative humidity
when  the  outdoor  temperature  is  95  degrees FDB and 75 degrees FDB with the
prevailing  wind  velocity  not  exceeding  13  mph.

     (C)  During  the  overlapping  seasons (April 15 - June 1 and September 1 -
October  15)  both  systems  shall  be  operative  (cooling  and  heating).

     (D)  Zoning  temperature and balancing controls shall be operated solely by
the  Landlord  to  assure  the  conditions  above.

     (E) Maintenance of the foregoing temperature conditions is conditioned upon
the  following  criteria, which shall not be exceeded by the Tenant in any room,
or  area,  within  the  demised  premises:

(a)  Population  Density     1  person  per  100  square  feet

(b)  Lighting  and  Electrical  Load  Density     6  watts  per  square  foot

(c)  Exhaust and Ventilation Load          5 cfm per person" 2.1.6 Schedule "E".
                                                                   -------------
Schedule  "E"  is  hereby  added  to  the  Lease  as  follows:

     "1.  Landlord  shall provide in the manner and at the rates hereinafter set
forth  and Tenant shall purchase from Landlord "electrical service" for Tenant's
requirements.

     (A) There shall be a meter installed in the Demised Premises to measure all
energy  consumption  by  Tenant except heating, ventilating and air conditioning
("HVAC") which is supplied to Tenant as set forth in Article 6 above and in this
Schedule  "E".  Tenant  shall  pay  to  Landlord,  as  additional  rent, the sum
calculated  by  multiplying  the  kilowatt  hours  by  the  rate  of the utility
supplying  the  service,  including  any fuel charges, surcharges, taxes and any
other  component  part  of  the  utility  bill.

<PAGE>

     (B)  The  charge  for  common  area energy and HVAC in the demised premises
during  WORKING HOURS is $1.25 per annum per square foot of the Demises Premises
and  is  subject  to  escalation  as  hereinafter  set  forth.  The basic charge
aforesaid  is  included  in  the  Rent  set forth in Article 3 of the Lease. Any
escalation  shall  be  payable  as  additional  rent.

     2.  Charges  for  OVERTIME  SERVICE:  Subject  to escalation as hereinafter
provided,  the Landlord's monthly charge for Tenant's OVERTIME SERVICE, shall be
derived  as  follows:

     (A)  OVERTIME  SERVICE:  OVERTIME  HOURS  are  all hours other than WORKING
HOURS.  For  the  entire Demised Premises, an amount equal to the product of the
OVERTIME  HOURS  of  energy  for  heating,  ventilating  and  air  conditioning
("OVERTIME  HVAC")  in  the  month  multiplied  by  $25.00.

     3.  Escalation  of  Charges  for OVERTIME SERVICE. The rates referred to in
this  Schedule  "E"  will  be  increased in each Lease Year, commencing with the
second  Lease  Year in proportion to the increase in the CPI as of the first day
of  a  Lease  Year over that existing as of the first day of the preceding Lease
Year. The term "CPI" shall mean the "Consumer Price Index for Urban Wage Earners
and Clerical Works, New York-Northeastern New Jersey (1982-1984 = 100) published
by the Bureau of Labor Statistics of the United States Depaitinent of Labor." If
the  base  year  of the CPI shall be changed, an appropriate adjustment shall be
made  in  computations  using  the  CPI to adjust for such change. If the CPI is
discontinued,  a  comparable  statistical  record  issued  by  the United States
Government  or  published in a financial periodical by a recognized organization
shall be selected by Landlord, subject to the approval of Tenant, which approval
Tenant  covenants  it  will  not  unreasonably  withhold  or  delay.

     4. Landlord shall have full and unrestricted access to all air-conditioning
and  heating  equipment,  and  to  all other utility installations servicing the
Building  and  the  Demised Premises. Landlord reserves the right temporarily to
interrupt,  curtail,  stop  or suspend air-conditioning and heating service, and
all  other  utilities,  or  other  services,  because of Landlord's inability to
obtain,  or  difficulty  or  delay  in  obtaining,  labor or materials necessary
therefore,  or  in  order to comply with governmental restrictions in connection
therewith,  or  for  any  other  cause  beyond Landlord's reasonable control. No
diminution or abatement of Rent, additional rent, or other compensation shall be
granted  to  Tenant,  nor  shall  this Lease or any of the obligations of Tenant
hereunder  be  affected or reduced by reason of such interruptions, stoppages or
curtailments, the causes of which are hereinabove enumerated, nor shall the same
give  rise  to a claim in Tenant's favor that such failure constitutes actual or
constructive,  total or partial, eviction from the Demised Premises, unless such
interruptions, stoppages or curtailments have been due to the arbitrary, willful
or  negligent  act,  or  failure  to  act,  of  Landlord  or  its  agents.

     5.  Telephone  and  service  shall  be the responsibility of Tenant. Tenant
shall  make  all  arrangements  for telephone service with the company supplying
said  service,  including the deposit requirement for the furnishing of service.
Landlord  shall  not  be responsible for any delays occasioned by failure of the
telephone  company  to  furnish  service.

     6.  At  Landlord's option, it shall furnish and install all lighting tubes,
bulbs  and  ballasts  used  in  the  Premises  and  Tenant  shall pay Landlord's
reasonable  charges  therefore,  on  demand,  as  additional  rent.

<PAGE>

                                   ARTICLE III

                          Surrender of Surrender Space
                          ----------------------------

     3.1.  In  consideration  of  the foregoing, on or prior to the New Premises
Commencement  Date,  Tenant  shall  vacate  the  Surrender  Space  (inclusive of
Tenant's  Property, except as otherwise provided in the Lease) and surrender the
same  to  Landlord  in good order, condition and repair, except for (a) ordinary
wear  and  tear and obsolescence and (b) such damage and destruction as Landlord
is  required  to  remove  or  restore  under  the  Lease,  free of all rights of
possession and occupancy of Tenant or others deriving their right or interest in
the  Surrender  Space  from,  through  or  under  Tenant.  Landlord  shall  be
conclusively  deemed to have accepted the Surrender Space from Tenant, effective
on  the  New  Premises  Commencement  Date  (and  not  prior  to  it).

     3.2.  In  further  consideration  of  the  foregoing,  Tenant  shall pay to
Landlord a fee of $500,000, as additional rent (the "Amendment Fee"), payable in
sixty  (60)  equal installments of $8,333.33 commencing July 1, 2004. Failure by
Tenant  to  make  any  installment payment of the Amendment Fee on the dates set
forth  in  the preceding sentence shall constitute an Event of Default under the
Lease.

     3.3. In the event Tenant shall fail to surrender the Surrender Space by the
New  Premises  Commencement  Date, Tenant shall be deemed a holdover tenant with
respect to the Surrender Space and shall pay Landlord a Rent for each day of its
holdover tenancy, equal to $2,000.00, and otherwise observe, fulfill and perform
all  of  its  obligations  under this Lease with respect to the Surrender Space,
including  but  not limited to those pertaining to Additional Rent. In addition,
in  the  event  Tenant shall fail to surrender the Surrender Space within thirty
(30)  days  of  the New Premises Commencement Date, then Landlord shall have the
right,  in  its  sole  and  absolute  discretion,  to  terminate this Amendment,
whereupon  this  Amendment  shall  become  void  ab  initio  and the Lease shall
continue  in full force and effect unmodified by this Amendment in all respects.

     The holding over by Tenant of all or any part of the Surrender Space on and
after  the  New  Premises  Commencement  Date  shall not extend the New Premises
Commencement  Date  and  shall  be  a  default  under  the  Lease.

     The  holdover,  with respect to all or any part of the Surrender Space by a
person  deriving  an  interest  in  the  Surrender Space from or through Tenant,
including  but  not  limited  to  an  assignee  or  subtenant, shall be deemed a
holdover  of  the  Surrender  Space  by  Tenant.

<PAGE>

     Tenant  expressly waives, for itself and for any person claiming through or
under  Tenant,  any rights which Tenant or such person may have to a stay or any
holdover  or  eviction action or proceeding, or other action or proceeding which
Landlord  may  institute  to  enforce  the  provisions  of  this  Section  3.3.

     Notwithstanding  anything  in  this  Section  3.3  to  the  contrary,  the
acceptance  of  any  Rent  paid by Tenant which is attributable to the Surrender
Space  shall not preclude Landlord from commencing and prosecuting a holdover or
eviction  action or proceeding or any action or proceeding in the nature thereof
against Tenant with respect to the Surrender Space. The preceding sentence shall
be  deemed to be an "agreement expressly providing otherwise" within the meaning
of  Section  232-c  of  the  Real  Property Law of the State of New York and any
successor  law  of  like  import.

                                   ARTICLE IV

                         New Premises Commencement Date
                         ------------------------------

     4.1     The  "New  Premises  Commencement  Date"  shall  be  deemed to have
occurred  on  the  later of (a) the date that is thirty (30) days after the date
hereof  and  (b)  the date on which the New Premises is or shall be deemed to be
ready  for  occupancy.

     4.1.1.  All  installations, facilities, materials and work to construct and
finish  the New Premises for its initial occupancy by Tenant shall be undertaken
by Landlord and are hereinafter referred to as the "Landlord's Work". Except for
Landlord's Work, Tenant shall accept the New Premises "as is" on the date hereof
and  Landlord  shall not be required to perform any work, render any services or
furnish  or  install  any  materials, fixtures or equipment to the Building, the
Surrender  Space or the New Premises in order that the New Premises be ready for
occupancy.  Tenant  hereby  grants  Landlord  the  right  to enter the Premises,
including,  without  limitation,  the Original Premises, from and after the date
hereof for the purpose of performing Landlord's Work. Tenant agrees to cooperate
fully  with  Landlord  in connection with the performance of Landlord's Work and
Tenant  acknowledges that there may be material interruption and interference to
Tenant  in  the  Original  Premises  during  the performance of Landlord's Work.
Nothwithstanding  the  foregoing,  Landlord  shall  use  reasonable  efforts  to
minimize  any  such  interruption  and  interference.

<PAGE>

     4.1.2.  All  installations,  facilities,  materials  and  work  other  than
Landlord's  Work  which  may  be  undertaken  by or for the account of Tenant to
equip,  finish and decorate the New Premises for its initial occupancy by Tenant
are  hereinafter  called  "Tenant's  Work".

     4.1.3. The New Premises shall be deemed ready for occupancy when Landlord's
Work  shall have been completed. Landlord's Work shall be deemed to be completed
despite  the  fact  that  (y)  minor  or  insubstantial details of construction,
decoration  or  mechanical  adjustment  remain  to  be performed or (z) portions
thereof,  under  good construction scheduling practices, should not be completed
until  other  uncompleted  Tenant's  Work is to be completed. Landlord will give
Tenant  notice  at  least  five  (5)  days  in advance of the date when Landlord
expects the New Premises to be ready for occupancy by Tenant, but Landlord shall
not  incur  any  liability whatsoever to Tenant in the event the New Premises is
not ready as set forth in such notice and no further notice shall be required to
be  given  by  Landlord.  Notwithstanding  the  occurrence  of  the New Premises
Commencement  Date  by  reason  of  the  application  of the foregoing criteria,
Landlord  shall  complete  any  incomplete  Landlord's  Work  with  diligence
thereafter.

     4.1.4.  The  date,  for all purposes of this Agreement, as of which the New
Premises  Commencement Date (if not then ready for occupancy) shall conclusively
be  deemed to be ready for occupancy shall be the date on which the New Premises
reasonably would have been ready for occupancy except for a delay resulting from
(a)  Tenant's  failure  to  comply  with the provisions of this Agreement or the
Lease,  or  (b)  an  act  or  omission  of Tenant (or its architects, engineers,
contractors  or  agents)  which  has  the  effect  of delaying the completion of
Landlord's  Work,  including, without limitation, requests by Tenant for changes
in  Landlord's  Work  Letter (any of the foregoing being a "Tenant's Delay"), of
which,  notice  thereof  is  given  to  Tenant stating that a Tenant's Delay has
occurred.

     4.1.5. If and when Tenant shall take actual possession of the New Premises,
it shall be conclusively presumed that the New Premises were ready for occupancy
as of the date of such taking of possession. Landlord shall fix the New Premises
Commencement  Date  and  shall  notify  Tenant  of  such  date  so  fixed.

<PAGE>

     4.1.6.  [Intentionally  Omitted]

     4.1.7.  Landlord's  request,  shall execute a written instrument confirming
such  date  as the New Premises Commencement Date. Within thirty (30) days after
Landlord  shall have fixed the New Premises Commencement Date, as aforesaid, but
not thereafter, Tenant shall have the right to deliver a certificate to Landlord
specifying  in  reasonable  detail  the  reasons why Tenant asserts that the New
Premises  Commencement  Date has not occurred. In the event that Tenant delivers
said certificate to Landlord within the specified thirty (30) day period, either
party  shall have a period of thirty (30) days after such delivery to submit the
matter  to  arbitration.

     4.1.7.  Landlord  itself  or  through  others  engaged  by  Landlord  shall
diligently  prosecute  the  Landlord's  Work  to  completion,  in  a  good  and
workmanlike  manner,  and  with reasonable diligence in accordance with the work
letter  (the "Landlord's Work Letter") attached hereto as Exhibit "B" and made a
part  hereof,  a  copy of which Tenant acknowledges it has received and reviewed
with  an  architect and/or professional engineer engaged by it for such purpose.
Landlord  shall  have  the right to modify Landlord's Work Letter to accommodate
changes  attributable to "general conditions" such as, but not limited to, field
conditions.  Tenant  will  take  all  action and will not omit the taking of any
action  necessary  or advisable in order for Landlord to fulfill its obligations
pursuant  to  the  preceding  sentence.

     (a)  Landlord, at Landlord's expense, shall obtain the approvals pertaining
to  the commencement of Landlord's Work and the occupancy of the New Premises by
Tenant.  Any  delay in obtaining the foregoing approvals attributable to acts or
omissions  of  Tenant  or  its architects, engineers, agents or contractors will
result  in  a  Tenant's  Delay.

     (b)  Whether  a  Tenant's  Delay has occurred and the extent of any claimed
Tenant's  Delay  shall  be  determined  in  the  following  manner:

     Landlord  shall  notify  Tenant  of  its  claim  that  a Tenant's Delay has
occurred  and  the  estimated  length  of  any  claimed  Tenant's Delay within a
reasonable time after the information necessary to ascertain the existence of or
to  estimate  the  length of such delay is available (which notice shall include
the reasons for Landlord's estimate) and the existence of and the length of such
Tenant's

<PAGE>

Delay  shall  be  deemed  to be as so stated and/or estimated unless, within ten
(10)  Business  Days  after  the  giving of such notice, Tenant shall notify the
Landlord of any disagreement therewith (including Tenant's reasons therefor). If
a  dispute  shall  be  unresolved  with respect to whether and/or to what extent
there  was  a  Tenant's  Delay  such  dispute  shall be resolved by arbitration.
Pending resolution of said dispute, the parties shall proceed in accordance with
Landlord's  estimate  and the provision of this Lease. Either party may initiate
such  arbitration  by  a  notice  to the other demanding arbitration and setting
forth  the  nature  of  the  disputes.

     (c)  Tenant agrees that if substantial completion of the Landlord's Work or
the  occurrence of the New Premises Commencement Date is delayed by any Tenant's
Delay,  Tenant  shall, in addition to other rights and remedies of Landlord, pay
the  costs  and  damages  Landlord may sustain by reason of such Tenant's Delay,
which  amount  shall  not  exceed  the  amount of Rent that Landlord may lose by
reason  of  such delay as well as any other actual loss that Landlord may suffer
by  reason  thereof.

     (d)  Landlord  shall be deemed to have adhered to Landlord's Work Letter to
the  extent  that  Landlord  shall  make changes to Landlord's Work Letter which
shall  affect  the construction of the New Premises if such changes are required
by  a  requirement  of  law or field conditions or do not to a noticeable extent
adversely  affect the New Premises or Tenant's use or occupancy thereof; and all
such  changes  shall  be  accepted  by  Tenant.

     (e)  Notwithstanding  anything in this Agreement to the contrary, no change
shall be made in Landlord's Work Letter without Landlord's prior written consent
which  consent will not be unreasonably withheld. Landlord's consent to a change
in  Landlord's  Work  Letter shall not be deemed a waiver of Landlord's right to
claim  a  Tenant's  Delay  arising  out  of  such  change.

     (f)  Landlord  recognizes the confidence placed in it by Tenant pursuant to
this  Section  4.1.7  and agrees to furnish its skill and judgment in furthering
the  provision  of this Section 4.1.7 and to perform or cause the performance of
Landlord's  Work  in what Landlord considers to be the best and soundest way and
in an expeditious and economical manner consistent with the respective interests
of  Landlord  and  Tenant,  as  reflected  in  this  Agreement.

<PAGE>

     (g)  Landlord  will have no obligation to commit more personnel, facilities
or  material to complete Landlord's Work then is commonly committed to like work
performed  in  the  ordinary  course or to perform Landlord's Work in other than
Working  Hours.  The  provisions  of  the preceding sentence will apply, amongst
others,  to  situations  relating  to  Tenant's  Delay.

     (h)  Tenant  shall  have  reasonable  access to the New Premises to inspect
Landlord's Work subject to the limitations and obligations imposed on Tenant and
its  employees,  contractors,  agents  and  representatives  in  respect thereof
elsewhere  in  this Agreement or the Lease. Landlord or its representatives will
meet  with  Tenant  and  its  representatives at reasonable times, intervals and
places  to  discuss  all  aspects  of  Landlord's  Work  which Tenant reasonably
requires.

     4.1.8. Landlord's Work shall be performed by Landlord at Landlord's expense
and  without  contribution  by  Tenant.

     4.1.9. Tenant (which term as used in this Section 4.1 shall include agents,
contractors,  employees  and  invitees of Tenant) shall be entitled to access to
the  New Premises prior to the New Premises Commencement Date for the purpose of
performing  Tenant's  Work.

     Tenant's  Work  shall  be  performed  by  Tenant  in  accordance  with  the
provisions of Article 14 of the Lease as though Tenant's Work were Improvements,
provided,  however,  that  in  addition  to  the provisions of Article 14 of the
Lease,  Tenant's  Work  shall  be  performed  in  accordance with the following:

     (a)  Performance  of  Landlord's  Work  shall  have  reached  a point where
performance  of Tenant's Work, in Landlord's reasonable judgment, will not delay
or  hamper  Landlord  in  -  the  completion  of  Landlord's  Work.

     (b)  Neither  Tenant's Work nor performance thereof shall conflict with the
prosecution  of  Landlord's  Work  or  violate  requirements  of  law.

     (c)  Landlord  reserves the right to deny Tenant access to the New Premises
and/or  to  request  Tenant  to  withdraw  therefrom  and  cease  all work being
performed  by  it or on its behalf by any person, firm or corporation other than
Landlord,  if  Landlord  shall,  in  its  reasonable  judgment,

<PAGE>

determine that such entry or the commencement and/or the continuance of Tenant's
Work  shall  interfere with, hamper or prevent Landlord from proceeding with the
completion  of  the  New  Premises  at  the  earliest  possible  date.

     (d)  Tenant  agrees  that should the Tenant enter upon the New Premises for
the  purpose  of  performing  Tenant's Work (as well as anytime during the Term,
Improvements),  the  labor employed by Tenant or anyone performing such work for
or  on behalf of Tenant shall always be harmonious and compatible with the labor
employed  by  Landlord  or any contractors or subcontractors of Landlord. Should
such  labor  cause a "labor problem" with Landlord's labor, Landlord may require
Tenant to withdraw Tenant's labor from such New Premises until such condition no
longer  exists.

     (e) In the event Tenant shall enter upon the New Premises or any other part
of  the  building,  as  may  be  above  permitted  by Landlord, Tenant agrees to
indemnify  and  save  Landlord  free  and harmless, from and against any and all
claims, loss, liability and damage arising from or claimed to arise from any act
or  neglect  of  Tenant,  or  from  any  failure  to  act.

                                    ARTICLE V

                                     Broker
                                     ------

     5.1  Tenant  covenants,  represents  and  warrants  that  Tenant has had no
dealings  or  negotiations with any broker, finder or agent with respect to this
Amendment  or  the  negotiation  thereof. Based thereon, Landlord agrees to hold
harmless  and  indemnify  Tenant  from  and  against  any  and all cost, expense
(including  reasonable  attorneys'  fees)  or  liability  for  any compensation,
commissions  or  charges  claimed by any broker, finder or agent with respect to
this  Amendment  or  the  negotiation thereof except to the extent that the same
arises  out  of  Tenant's  acts or omissions. Tenant agrees to hold harmless and
indemnify  Landlord  from  and  against  any  and  all  cost, expense (including
reasonable  attorneys'  fees)  or liability for any compensation, commissions or
charges claimed by any broker, finder or agent with respect to this Amendment or
the  negotiation  -thereof,  based  in  any  part  upon  Tenant's  breach of the
provisions  contained  in  the  first  sentence  of  this  paragraph.

<PAGE>

                                         ARTICLE VI

                                        Ratification
                                        ------------

     6.1     Provided that Tenant is not in default under any of its obligations
under  the  Lease,  it  shall be entitled to a Rent abatement of $15,000 applied
$5,000  per  month  for  April,  May  and  June,  2004.

     6.2  Tenant  represents  and  warrants  that the Lease is presently in full
force and effect, that no event of default has occurred on the part of Landlord,
and  that Tenant has no defense or right of offset in connection with Landlord's
performance  under  the  Lease  to  this  date.

     6.3  The  parties hereby ratify and confirm all of the terms, covenants and
conditions  of  the  Lease, except to the extent that those terms, covenants and
conditions  are  amended,  modified  or  varied by this Agreement. If there is a
conflict  between  the  provisions  of  the  Lease,  and  the provisions of this
Agreement,  the  provisions  of  this  Agreement  shall  control.

     6.4     This Agreement shall be binding upon and shall inure to the benefit
of  the  parties  hereto  and  their  respective  successors  and/or  assigns.

IN  WITNESS  WHEREOF,  the  parties  have executed this Third Lease Modification
Agreement  as of  the  day  and  year  first  above  written.

500  BI-COUNTY  ASSOCIATES,  L.P.

By: 500 BiCounty, Ltd., its General Parnter

By: /s/Jonathan E. Cohen
    --------------------
Name: Jonathan E. Cohen
Title: Vice President

Colorado Prime Corporation

By: /s/Kenneth Saccente
Name: Kenneth Saccente
Title: V.P.

<PAGE>

State  of  New  York

County  of  Nassau

On  the  12th  day  of  February  in  the  year 2004 before me, the undersigned,
personally  appeared Jonathan E. Cohen personally known to me or proved to me on
the  basis  of  satisfactory  evidence  to be the individual(s) whose name(s) is
(are)  subscribed  to  the  within  instrument  and  acknowledged  to  me  that
he/she/they  executed  the  same  in  his/her/their  capacity(ies),  and that by
his/her/their  signature(s)  on the instrument, the individual(s), or the person
upon  behalf  of  which  the  individual(s)  acted,  executed  the  instrument.

                                                                  /s/Sandra Meza

State  of  New  York

County  of  Nassau

On  the  12th  day  of  February  in  the  year 2004 before me, the undersigned,
personally  appeared  Kenneth Saccente personally known to me or proved to me on
the  basis  of  satisfactory  evidence  to be the individual(s) whose name(s) is
(are)  subscribed  to  the  within  instrument  and  acknowledged  to  me  that
he/she/they  executed  the  same  in  his/her/their  capacity(ies),  and that by
his/her/their  signature(s)  on the instrument, the individual(s), or the person
upon  behalf  of  which  the  individual(s)  acted,  executed  the  instrument.

                                                                  /s/Sandra Meza

<PAGE>

                                   Exhibit "C"

                                 Legal Holidays

1.     New  Year's  Day
2.     President's  Day
3.     Memorial  Day
4.     Independence  Day
5.     Labor  Day
6.     Thanksgiving  Day
7.     Christmas  Day