Exhibit 10.14 - First  Amendment,  dated August 31, 2001 to Carteret frozen food
warehouse lease dated November 26, 1997




                            FIRST AMENDMENT OF LEASE

     THIS  AMENDMENT  OF LEASE,  dated  this 31st day of  August,  2001,  by and
between AMAX REALTY DEVELOPMENT,  INC., a Delaware  Corporation and V. PAULIUS &
ASSOCIATES,  a New Jersey Corporation,  collectively T/A PORT CARTERET,  a joint
venture  (hereinafter called "Landlord") and DIGIORGIO  CORPORATION,  a Delaware
Corporation, (hereinafter called "Tenant").

                                 W H E R E A S,

     A. Landlord and Tenant previously have entered into a lease agreement dated
November 26, 1997 for the leasing of certain lands and improvements in Carteret,
New Jersey ("Lease");

     B. The Commencement Date of the Lease was March 8, 1998; and

     C. The parties hereto desire to amend the Lease in certain respects;

     NOW  THEREFORE,  for and in  consideration  of the premises  and  covenants
contained therein, the parties hereto agree as follows:

     1. The recitals  set forth above are  incorporated  by reference  herein as
though fully set forth at length.

     2. All  capitalized  terms  used in this First  Amendment  of Lease and not
defined herein shall have the meaning set forth in the Lease.

     3. The provisions of this First  Amendment of Lease shall take effect as of
the date hereof.

     4. The parties  previously  entered into a lease agreement,  dated February
11, 1994 for certain other lands and  improvements,  which lease  thereafter has
been  amended  from  time to time  and  which  lease  is to be  further  amended
concurrently  herewith.  Said lease,  as  amended,  is referred to herein as the
"Grocery Lease".

     5.  Exhibit A attached  hereto and made a part  hereof sets forth the legal
description  of the Land  initially  leased to  Tenant,  pursuant  to the Lease,
consisting of 13.5+ acres.

     6. The parties acknowledge that Tenant has delivered to Landlord "Notice of
Additional  Lands",  dated  May  23,  2001  exercising  its  election  to  lease
Additional  Lands,  consisting  of 8.88 acres,  pursuant to  Paragraph 49 of the
Lease.



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     7. The parties acknowledge that Tenant has delivered to Landlord "Notice of
Additional  Building",  dated May 23, 2001,  exercising  its election to further
develop the Land and Additional Lands, pursuant to Paragraph 50 of the Lease.

     8.  Exhibit B attached  hereto and made a part  hereof sets forth the legal
description of the Additional Lands which Tenant is electing to lease hereunder.

     9. It is agreed that  2.052+/-  acres of the Land  described  on Exhibit A,
hereby are omitted from the Land leased  pursuant to the Lease and are to become
part of the land being  leased to Tenant  pursuant  to the  Grocery  Lease ("New
Grocery Lands").  A legal description of said land is attached hereto and made a
part hereof as Exhibit C.

     10. The Land  leased  pursuant to the Lease  hereby is modified  further by
adding thereto .993+/- acres of land previously leased to Tenant pursuant to the
Grocery Lease,  ("New Frozen Foods Lands").  A legal description of said land is
attached hereto and made a part hereof as Exhibit D.

     11. The total  acreage of the Land leased  pursuant to the Lease as amended
herein,  following  the  exchange  of land with the Grocery  Lease,  consists of
12.441+/- acres ("New Lease Lands").  A legal description of the New Lease Lands
is attached hereto and made a part hereof as Exhibit E.

     12. It is acknowledged that Landlord has obtained subdivision approval from
the Borough of Carteret to permit the exchange of leased land described herein.

     13. Landlord shall improve all of the Additional  Lands leased hereunder in
accordance  with the plans  attached  hereto and made a part hereof as Exhibit F
("Improved Additional Lands Plans"). It is acknowledged that the installation of
all asphalt behind the concrete curbs on the Additional Lands shall be performed
by or on behalf of Tenant, at its sole cost and expense.

     14. The parties  agree that the cost of such  improvements  to the Improved
Additional Lands shall be $1,557,400 or $175,382.88 per acre.

     15. The  initial  annual  Fixed Rent to be paid on account of the  Improved
Additional Lands ("Improved Additional Lands Fixed Rent") shall be determined as
follows:



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         (a) The  acreage of the  Additional  Lands;  multiplied  by the cost of
improvements  per acre;  multiplied by a rate equal to the 20 year United States
Treasury Bill interest rate as of the  Additional  Lands  Commencement  Date (as
defined  herein),  plus four  percentage  points;  plus an  amount  equal to the
maximum annual Unimproved Additional Lands Fixed Rent to be paid pursuant to the
Lease.  The annual  Improved  Additional  Lands Fixed Rent per acre shall be the
aggregate annual Improved Additional Lands Fixed Rent divided by 8.88.

         (b) By way  of  example,  as of  June  7,  2001,  the  annual  Improved
Additional Lands Fixed Rent per acre would be as follows:

              8.88 x 175,382.88 =  1,557,399.99 x .0952 = 148,264.47 + 104,000 =
              $252,264.47 )8.88 = $28,408.16

     16. The Improved  Additional  Lands Fixed Rent shall become due and payable
on a monthly basis commencing as of the Improved  Additional Lands  Commencement
Date (as defined herein).

     17.  Notwithstanding the foregoing,  in the event that Tenant exercises its
option to cause  Landlord to construct an  Additional  Building  pursuant to the
Grocery Lease prior to the  Additional  Lands  Completion  Date, as  hereinafter
defined,  then the  Improved  Additional  Lands Fixed Rent to be paid  hereunder
shall be reduced by fifty (50%)  percent for the period  commencing  on the date
Landlord  receives notice from Tenant of the exercise of the option to construct
the  Additional  Building  pursuant  to the Grocery  Lease until the  Additional
Building Delivery of Possession Date, as hereinafter defined.

     18. The Improved Additional Lands Commencement Date shall be the earlier to
occur of:

          (a) The date on which  the  improvements  to the  Improved  Additional
Lands are Substantially Completed; or

          (b) The Additional  Building  Delivery of Possession  Date (as defined
herein).

     19. Landlord shall construct an Additional  Building on the New Lease Lands
consisting of approximately 99,799 square feet, in accordance with the site plan
attached  hereto and made a part hereof as Exhibit G and in accordance  with the
plans and specifications attached hereto and made a part hereof as Exhibit H.

     20. It is  acknowledged  that Landlord has obtained site plan approval from
the Borough of Carteret for the aforesaid site plan of the Additional Building.

     21. The  parties  agree  that the cost of  construction  of the  Additional
Building shall be $9,255,855.73 or $92.74 per square foot, inclusive of the cost
of demolition of existing structures and improvements.



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     22. In connection with the Additional  Building,  Tenant,  at its sole cost
and expense,  shall perform or cause to be performed,  all of the work set forth
on Exhibit I attached  hereto  ("Tenant's  Work"),  which work shall be included
within "Tenant Delay" as defined in Paragraph 3(g) of the Lease.

     23.  Landlord shall deliver  possession of the Additional  Building and the
Improved  Additional  Lands pursuant to Paragraphs  3(a), 3(c), 3(g) and 3(m) of
the Lease.  The delivery of  possession  of the  Additional  Building is defined
herein as the "Additional Building Delivery of Possession Date".

     24. The  initial  annual  Fixed Rent to be paid by Tenant on account of the
Additional  Building  ("Additional  Building  Fixed  Rent") shall become due and
payable on a monthly basis, commencing as of the Additional Building Delivery of
Possession Date.

     25. The initial annual Additional Building Fixed Rent per square foot shall
be determined as follows:

          (a) The square  footage of the Additional  Building  multiplied by the
cost per square foot of construction;  multiplied by a rate equal to the 20-year
United States Treasury Bill interest rate as of the Additional Building Delivery
of Possession  Date,  plus four percentage  points;  plus an amount equal to the
real  estate  commission  to be paid  in  connection  with  the  leasing  of the
Additional  Building  (Brokerage  Agreement  provides for  .25(cent)  per square
foot);  minus the acreage of the New  Grocery  Lands,  multiplied  by the sum of
$11,711.71 per acre; plus the acreage of the New Frozen Foods Lands,  multiplied
by the sum of $11,711.71 per acre;

          (b) By way of example,  as June 7, 2001, the initial annual Additional
Building Fixed Rent would be as follows:

               99,799 x 92.74 =  9,255,855.73 x .0952 = 881,225.17 + 24,949.75 =
               906,174.92 - (2.052 x 11,711.71) = 24,032.43 = 882,142.49 + (.993
               x 11,711.71) = 11,629.73 = 893,772.22.

          (c)  The  initial  annual  Additional  Building  Fixed  Rent  for  the
Additional  Building would be $893,772.22 and the initial annual per square foot
Fixed Rent for the Additional Building would be $8.96 per square foot.

     26. The annual Additional Building Fixed Rent shall increase at the rate of
25 cents per square foot as of the commencement of each fifth anniversary of the
Additional  Building  Delivery of Possession Date,  including during any Renewal
Terms, if applicable.



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     27. Tenant shall be  responsible  for the payment of all  Additional  Rent,
including  Taxes,  as defined in the Lease,  in connection  with the  Additional
Lands and  Additional  Building  in the same  manner  and to the same  extent as
provided for in the Lease for the initial Premises described therein.

     28. The annual Fixed Rent for the initial  Building  leased pursuant to the
Lease  shall not  change  and shall  remain in  accordance  with the  applicable
provisions of the Lease.

     29. The Additional Lands and Additional Building shall be used by Tenant in
accordance  with the  provisions  of Paragraph 6 of the Lease in the same manner
and to the same  extent  as if they  were part of the  initial  Premises  leased
pursuant to the Lease.

     30. In the event that Tenant  exercises  its option on or before  September
30, 2002, to cause Landlord to construct an Additional  Building pursuant to the
Grocery Lease,  then and in such event, the Term of the Lease as amended herein,
shall be extended  for a period of three years and shall  terminate on March 31,
2021 ("Extended Initial Term").

     31. If Tenant does not exercise its option on or before  September 30, 2002
to cause  Landlord to construct an Additional  Building  pursuant to the Grocery
Lease,  then and in such event, the Term of the Lease, as amended herein,  shall
continue to terminate on March 31, 2018.

     32. All of the  respective  Fixed Rent  payments to be made pursuant to the
Lease as amended  herein,  shall continue  during the Extended  Initial Term, if
applicable,  and shall be in the same amounts as shall be due and payable during
the last Lease Year of the initial Term, ending March 31, 2018.

     33. Upon the Delivery of Possession  thereof,  the Additional  Building and
the  Additional  Lands  shall be deemed  part of the  Premises  leased to Tenant
pursuant  to the Lease as herein  amended,  in the same  manner  and to the same
extent as if the Additional  Building and the Additional  Lands were part of the
Premises leased to Tenant as of the Commencement  Date of the Lease,  including,
without limitation, the respective obligations of Landlord and Tenant for repair
and maintenance, the Tenant obligations of insurance and the rights of Tenant to
purchase the Premises and/or to extend the Term of the Lease.

     34. (a) As of the Additional  Building  Delivery of Possession Date, Tenant
shall  deliver to  Landlord  on account of Security a new letter of credit or an
additional  letter of credit,  in accordance  with the applicable  provisions of
Paragraph 40 of the Lease,  in such amount so that the  aggregate  amount of the
letter(s) of credit  delivered to Landlord as Security shall be equal to two (2)
months Fixed Rent.



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     (b) At such times as any of the Fixed Rent payments shall increase pursuant
to the Lease, or this First  Amendment to Lease, or any subsequent  Amendment to
Lease, Tenant shall deliver to Landlord on account of Security,  a new letter of
credit or an  additional  letter of credit,  in accordance  with the  applicable
provisions  of Paragraph 40 of the Lease,  in such amount so that the  aggregate
amount of the letter(s) of credit shall be equal to two (2) months Fixed Rent.

     35.  Concurrently  herewith,  Tenant  shall  provide to  Landlord  proof of
insurance in accordance  with the provisions of Paragraph  7(a)(i) of the Lease,
insuring the initial Building and  improvements  against physical loss or damage
in the amount of $17,000,000.

     36. As of the Additional Building Delivery of Possession Date, Tenant shall
provide to Landlord  proof of insurance in  accordance  with the  provisions  of
Paragraph   7(a)(i)  of  the  Lease,   insuring  the  Additional   Building  and
Improvements to the Improved Additional Lands against physical loss or damage in
the amount of $10,500,000.

37. Paragraph 26(g) of the Lease hereby is amended to read as follows:  "As used
in this  lease,  Permitted  Mortgage(s)  shall  mean any  Mortgage(s)  made by a
Permitted   Mortgagee(s),   which  provides  for  all  of  the  following:   (i)
individually,  or when added to all other Permitted  Mortgage(s) on the Premises
for a release or  discharge  of the  Permitted  Mortgage  as a lien  against the
Premises  upon  receipt of payment of an amount not  greater  than the  Purchase
Price,  as set forth in Paragraph 41 including the  imposition of any release or
discharge fee, but exclusive of its costs in processing  such action,  including
its  attorneys'  fees,  and  any  prepayment  penalties,  fees  and  charges  in
connection therewith;  and (ii) shall be pre-payable at any time, in whole or in
part in connection with a release or discharge of the Permitted Mortgage or as a
partial  release as a lien against the Premises,  provided,  however,  that such
Permitted  Mortgage may contain a  prohibition  on  pre-payments  provided  such
prohibition shall not be in effect or applicable at the time Tenant may exercise
its option to purchase as set forth in  Paragraph  41, and further  provided any
pre-payment  penalties,  fees and charges  that Tenant shall be obligated to pay
shall not  exceed  those set forth on  Exhibit H to the Lease  (unless  Landlord
agrees to pay such  excess).  Except  for the  prepayment  penalty to be paid by
Tenant  pursuant to Paragraph  41 (k) (xi) of the Lease,  the costs of obtaining
the discharge or release of the Permitted Mortgage, including the costs incurred
by the Permitted  Mortgagee in processing  such action and its  attorneys'  fees
shall be paid by Landlord."

     38. It is acknowledged that on the Expiration Date or sooner termination of
the  Term,  Tenant  shall  have the right to remove  such  improvement  from the
Building  and/or the Additional  Building as it may elect to remove,  subject to
and in accordance with the provisions of Paragraph 27 of the Lease.



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     39. In all other respects and matters,  the Lease, as amended herein, shall
remain in full force and effect.

     IN WITNESS WHEREOF,  the parties have caused these presents to be signed by
duly authorized persons, as of the day and year first above written.



                                    Landlord:

                                    T/A PORT CARTERET, a joint venture
                                    By:   AMAX REALTY DEVELOPMENT, INC.


                                    By:  /s/ Anthony Filiaci
                                        ---------------------------------------
                                        Anthony Filiaci, Vice President &
                                        General Manager


                                    By:   V. PAULIUS & ASSOCIATES


                                    By:  /s/ Robert Paulius
                                        ---------------------------------------
                                         Robert Paulius , Vice President


                                    Tenant:

                                    DIGIORGIO CORPORATION


                                    By:  /s/ George W. Conklin
                                        ---------------------------------------
                                        George W. Conklin, Vice President



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                                LIST OF EXHIBITS


     A.   Initial Land (13.5 +/- acres)

     B.   Additional Lands (8.88 +/- acres)

     C.   New Grocery Lands (2.052 +/-)

     D.   New Frozen Foods Lands (.993 +/- acres)

     E.   New Lease Lands (12.441 +/- acres)

     F.   Improved Additional Lands Plans

     G.   Additional Building Site Plan

     H.   Additional Building Plans & Specifications

     I.   Tenant Work


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