Exhibit 10.16 - Second  Amendment,  dated  January 10, 2002, to Carteret  frozen
food warehouse lease dated as of November 26, 1997.



                            SECOND AMENDMENT OF LEASE

     THIS  AMENDMENT  OF LEASE,  dated this 10th day of  January,  2002,  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 DI GIORGIO  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 (the "Original Lease"),  and thereafter amended by that certain First
Amendment of Lease dated as of August 31, 2001 ("First Amendment") (the Original
Lease and the First Amendment are hereinafter referred to as the "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 Second  Amendment  of Lease and not
defined herein shall have the meaning set forth in the Lease.

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

     4.  Notwithstanding  anything to the contrary  contained in the Lease,  the
land leased pursuant to the Lease is described on Schedule "A" attached  hereto,
which  legal   description   shall  hereby   supercede  and  replace  the  legal
descriptions of the lands previously described in the Lease, including,  without
limitation, the "New Lease Lands" as defined in the First Amendment.

     5. 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.


26131-0024-2107010.2
January 3, 2002
                                    Page 1 of 3

<PAGE>




                                       Landlord:

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


                                         By: /s/ Anthony Filiaci
                                         -----------------------
                                             Anthony Filiaci, V.P.

                                       By:   V. PAULIUS & ASSOCIATES


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

                                       Tenant:

                                       DI GIORGIO CORPORATION


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

26131-0024-2107010.2
January 3, 2002

                                    Page 2 of 3

<PAGE>


                                   EXHIBIT "A"

                                Legal Description



Description  of  property  known as Tax Lot 2.11 Block 1,  Borough of  Carteret,
County of Middlesex and State of New Jersey being more particularly described as
follows:

BEGINNING  at a point in the  southerly  side of Port  Carteret  Drive,  therein
distant easterly 705.06 feet from the intersection of the same with the easterly
side of Middlesex Avenue;

thence (1)        along said side of Port Carteret Drive, S 69 deg. 09 min.
                  23 sec. E 482.000 feet to a point of curve;

thence (2)        southerly on the arc of a curve, curving to the 30.00feet for
                  as of distance of 47.124 feet to a point of tangency;

thence (3)        S 20 deg. 50 min. 37 sec. W, 1284.431 feet;

thence (4)        S 69 deg. 09 min. 23 sec. E 120.477 feet;

thence (5)        S 20 deg. 50 min. 37 sec. W 94.587 feet;

thence (6)        S 68 deg. 39 min. 14 sec. W 1699.413 feet;

thence (7)        N 21 deg. 20 min. 46 sec. W 205.00 feet;

thence (8)        N 68 deg. 39 min. 14 sec. E 1624.307 feet;

thence (9)        N 21 deg. 20 min. 46 sec. W 879.398 feet,

thence (10)       S 69 deg. 09 min. 23 sec. E 151.439 feet;

thence (11)       N 20 deg. 50 min. 37 sec. E 656.00 feet to the southerly side
                  of Port Carteret Drive and the point or place of BEGINNING.

Being known and designated as Lot 2.11 in Block 1 as shown on a certain map
entitled "Final Subdivision Plat Port Carteret Subdivision", filed in the
Middlesex County Clerk's office on October 23, 2001 as map #6139 file # 985.

This description is being made in accordance with a survey made by Casey &
Keller, Inc., dated July 27, 2001.

                                    Page 3 of 3