EXHIBIT 10.13

                        FIRST AMENDMENT TO LOAN AGREEMENT


     THIS  FIRST  AMENDMENT  ("Amendment") made as of this 30th day of November,
2002  among  GRISTEDE'S FOODS, 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 to
the  Agreement,  as  hereinafter  defined  (each individually, a "Guarantor" and
collectively,  the "Guarantors") (the Borrower and the Guarantors, collectively,
the "Credit Parties"), CITIBANK, N.A., a national banking association, having an
office  at  666 Fifth Avenue, New York, New York 10103 ("Citibank" 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"), BANK LEUMI USA, a New York trust company, having an office at 562 Fifth
Avenue, New York, New York 10036 ("Leumi" or a "Bank") ("Leumi" or a "Bank") and
CITIBANK,  N.A.,  as  agent  for  the  Banks  (the  "Agent").

                              W I T N E S S E T H :

     WHEREAS,  the  Borrower,  the  Banks and the Agent have entered into a Loan
Agreement  dated  as  of  the  31st  day of October, 2001 (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 amend certain of the financial requirements contained in the Agreement.

     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  Borrower,  the Guarantors, the Agent and the Banks 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.  Amendment  to  Citibank's Address.   The address for Citibank contained
         ---------------------------------
in  the  Loan Documents is hereby modified to be 666 Fifth Avenue, New York, New
York  10103.

     3.  Amendments.  (a) The definition of EBITDA set forth in the Agreement is
         ----------
hereby  deleted  in  its  entirety  and  replaced  as  follows:

          "'EBITDA'  means,  as  to  the  Borrower  and its Subsidiaries for any
          period,  the  sum of (i) net income (excluding extraordinary gains and
          losses),  plus (ii) interest expense, plus (iii) depreciation expense,
                    ----                        ----
          plus  (iv)  amortization of intangible assets, plus (v) federal, state
          ----                                           ----
          and  local  income taxes deducted in calculating net income, plus (vi)
                                                                       ----
          non-cash  rent  leveling expenses, plus (vii) non-cash items
                                             ----


<PAGE>
          permitted by GAAP, plus for the fiscal year ended December 1, 2002 and
                             ----
          the fiscal quarter ending March 2, 2003, $1,400,000.00 of Subordinated
          Debt, in each case measured for the Borrower and its Subsidiaries on a
          consolidated basis for such period, computed and consolidated in
          accordance with GAAP."

          (b)  The  definition  of  Funded  Debt  set  forth in the Agreement is
hereby  deleted  in  its  entirety  and  replaced  as  follows:

          "'FUNDED DEBT' means, as to any Person, such Debt of such Person which
          is  (i)  all  indebtedness or liability for borrowed money (other than
          (x)  Subordinated  Debt payable to United Acquisition Corp. and/or its
          Affiliates  in  an amount not exceeding $14,200,000.00, as such amount
          may  be  changed from time to time, and (y) other unsecured Debt owing
          to  either  United  Acquisition  Corp,  or  any  Affiliate  of  John
          Catsimatidis);  (ii)  all  indebtedness  or liability for the deferred
          purchase  price  of  property (excluding trade obligations); (iii) all
          obligations  for  principal  as  a  lessee  under  Capital  Leases, as
          determined  in accordance with GAAP; (iv) all obligations to reimburse
          an  issuing  bank  for  the  amount  of all undrawn letters of credit,
          unmatured  drafts  accepted  or  other  deferred  payment  obligations
          incurred  under  letters  of  credit,  and (v) all liabilities of such
          Person under any preferred stock which, at the option of the holder or
          upon  the  occurrence  of one or more certain events, is redeemable by
          such  holder,  or  which,  at the option of such holder is convertible
          into  Debt."

          (c)  Section  2.17  of the Agreement is hereby deleted in its entirety
and  replaced  as  follows:

          "SECTION  2.17. APPLICABLE MARGIN. The Prime Applicable Margin and the
                          -----------------
          LIBOR  Applicable  Margin shall each be determined on the basis of the
          Borrower's  Funded  Debt  to  EBITDA Ratio, as calculated based on the
          Borrower's  consolidated  financial  statements  for  its  most recent
          fiscal  year  or  quarter.  The  Prime Applicable Margin and the LIBOR
          Applicable  Margin  shall  be  determined  as  follows:

               (i)  The  initial  Prime  Applicable  Margin  shall  be 125 basis
          points  and  the  initial  LIBOR  Applicable Margin shall be 300 basis
          points,  and each shall be applicable until delivery of the Borrower's
          consolidated  financial statements for its fiscal year ending December
          2,  2001  pursuant  to  Section  5.01(b)  hereof.

               (ii) Beginning  with  delivery  of  the  Borrower's  financial
          statements  for  the fiscal year ending December 2, 2001, and for each
          fiscal  quarter thereafter the Applicable Margins shall be as follows:


          Funded Debt/EBITDA  Prime Margin   LIBOR Margin
          ------------------  -------------  ------------
           > 3.5 times                1.50%  3.25%
          < 3.5 times                 1.25%  3.00%


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          < 3.0 times                 1.00%  2.75%
          < 2.5 times                 0.75%  2.50%
          < 2.0 times                 0.50%  2.25%
          < 1.5 times                 0.00%  1.75%


               The  Agent shall determine the Applicable Margins within five (5)
          Business  Days of its receipt of all required financial statements and
          certificates.

               Upon the occurrence and during the continuance of a Default or an
          Event  of Default the Prime Applicable Margin and the LIBOR Applicable
          Margin  may,  as  a result of changes in the Borrower's Funded Debt to
          EBITDA  Ratio,  increase  but  will  not  decrease."

          (d)  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
          $20,000,000.00  at  any  time  outstanding in the aggregate (including
          without  limitation  $5,000,000.00  in  Capital  Lease  obligations to
          Commerce  Bank);  and"

          (e)  Section  5.02(l)  of  the  Agreement  is  hereby  deleted  in its
entirety  and  replaced  as  follows:

          "Losses.  Incur a net loss (i) in excess of $930,000.00 for the fiscal
           ------
          year ending December 1, 2002, or (ii) for any fiscal year thereafter."


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

          "(b) Maximum Consolidated Cash Capital Expenditures. The Borrower, the
               ----------------------------------------------
          Guarantors  and  their  respective  Subsidiaries  will  not  make
          Consolidated  Cash  Capital  Expenditures  during  any  fiscal  year
          commencing  with  the  fiscal  year  ending  December 1, 2002 and each
          fiscal  year  thereafter  in  excess  of  twenty five (25%) percent of
          EBITDA  for  such  fiscal  year  plus  Subordinated  Debt in excess of
          $14,200,000.00  (the  "Permitted  Consolidated  Cash  Capital
          Expenditures"). If Consolidated Cash Capital Expenditures for any such
          fiscal  year  shall  exceed  Permitted  Consolidated  Cash  Capital
          Expenditures  for  such  fiscal  year  as  reported  in the Borrower's
          audited  annual financial statements referred to in Section 5.01(b)(i)
          hereof, then the Borrower may obtain additional Subordinated Debt from
          its Affiliates within sixty (60) days of the due date for the delivery
          of  such  financial  statements  to  the  Agent  and  the  Banks.
          Notwithstanding  the foregoing, for the fiscal year ending December 1,
          2002,  Permitted  Consolidated  Cash  Capital  Expenditures  shall not
          exceed  $8,550,000.00."

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


<PAGE>
          "(c) Leverage Ratio. The Borrower and the Guarantors will at all times
               --------------
          maintain  a  Leverage  Ratio  of not greater than the following, to be
          tested  quarterly  at  the  end  of  each  fiscal  quarter:

<TABLE>
<CAPTION>

Date/Fiscal Year Ending                Maximum Leverage Ratio
-----------------------                ----------------------
<S>                                    <C>
Quarter ended September 2, 2001                   4.00 to 1.0

End of FYE 2001 and through the first
three fiscal quarters of FYE 2002                 3.75 to 1.0

End of FYE 2002 and through the first
fiscal quarter of FYE 2003                        4.50 to 1.0

Second and third fiscal quarters
of FYE 2003                                       3.50 to 1.0

End of FYE 2003 and thereafter                   3.00 to 1.0"
</TABLE>

          (h)  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  of not greater than the following, to be measured and tested at
          the  end  of  each  fiscal  quarter,  and in the case of EBITDA, for a
          period  covering  the  four  (4)  fiscal  quarters  then  ended:

<TABLE>
<CAPTION>
Date/Fiscal Year Ending                Funded Debt/EBITDA
-----------------------                ------------------
<S>                                    <C>
Quarter ended September 2, 2001               4.00 to 1.0

End of FYE 2001 and through the first
three fiscal quarters of FYE 2002             3.75 to 1.0

End of FYE 2002 and through the first
fiscal quarter of FYE 2003                    4.50 to 1.0

Second and third fiscal quarters
of FYE 2003                                   3.50 to 1.0

End of FYE 2003 and thereafter               3.00 to 1.0"
</TABLE>

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


<PAGE>
          "Fixed  Charge  Coverage  Ratio.  The  Borrower  and  Guarantors  will
           ------------------------------
maintain  at all times, on a consolidated basis, a minimum Fixed Charge Coverage
Ratio  of  not  less  than the following, such ratio to be tested quarterly on a
rolling  four  quarter  basis  at  the  end  of  each  fiscal  quarter:

<TABLE>
<CAPTION>

Date/Fiscal Year Ending                Fixed Charge Coverage Ratio
-----------------------                ---------------------------
<S>                                    <C>
Quarter ended September 2, 2001                        1.05 to 1.0

End of FYE 2001 and through the first
three fiscal quarters of FYE 2002                      1.10 to 1.0

End of FYE 2002 and through the first
fiscal quarter of FYE 2003                             1.10 to 1.0

Second and third fiscal quarters
of FYE 2003                                            1.15 to 1.0

End of FYE 2003 and thereafter                        1.20 to 1.0"
</TABLE>


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

          "(g)  Minimum  EBITDA.  The  Borrower  and  the  Guarantors shall have
                ---------------
          minimum  EBITDA  of not less than the following, to be tested annually
          at  the  end  of  each  fiscal  year:

     Fiscal  Year  Ending                    Minimum  EBITDA
     --------------------                    ---------------

     FYE 2001                                $12,000,000
     FYE 2002                                $12,200,000
     FYE 2003 and thereafter                 $14,000,000"

     5.  Amended and Restated Subordination Agreement.  The Borrower shall cause
         --------------------------------------------
United  Acquisition  Corp.  to  deliver  to  the  Agent  an amended and restated
Subordination  Agreement in the amount of $14,200,000.00 by not later than April
30,  2003,  which  amended  and  restated  Subordination  Agreement  shall  be
satisfactory  to  the  Agent  and  its  counsel  in  all  respects.

     6.  Effectiveness.  This  Amendment shall become effective upon the receipt
         -------------
and  satisfactory  review  by  the  Bank  and  its  counsel  of:

          (a)  This Amendment, duly executed by the Borrower and each Guarantor;
and

          (b)  From  the  Borrower,  an  amendment fee of $59,850.00 for the pro
rata  distribution  to  the  Banks.


<PAGE>
     7.  Governing  Law.  This  Amendment shall be governed by, and construed in
         --------------
accordance  with,  the  laws  of  the  State  of  New  York.

     8.  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.

     9.  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.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


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

CITIBANK,  N.A.,  as  Agent

By:
   ----------------------------------
   Anthony V. Pantina
   Vice President

CITIBANK,  N.A.

By:
   ----------------------------------
   Anthony  V.  Pantina
   Vice  President

ISRAEL  DISCOUNT  BANK  OF  NEW  YORK

By:
   ----------------------------------
   Name:
   Title:

By:
   ----------------------------------
   Name:
   Title:

BANK  LEUMI  USA

By:
   ----------------------------------
   Name:
   Title:

By:
   ----------------------------------
   Name:
   Title:

GRISTEDE'S  FOODS,  INC.

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

CITY  PRODUCE  OPERATING  CORP.

By:
   ----------------------------------
   John  Catsimatidis
   President

NAMDOR  INC.

By:
   ----------------------------------
   John  Catsimatidis
   President


<PAGE>