Exhibit 10.19

                       SEVENTH AMENDMENT TO LOAN AGREEMENT

      THIS SEVENTH AMENDMENT ("Amendment") made as of this 29th day of December,
2000 among GRISTEDE'S FOODS, INC. (f/k/a 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"), DIME SAVINGS BANK OF NEW YORK,
FSB, successor to Keybank National Association, a national banking association,
having an office at 1377 Motor Parkway, Islandia, New York 11788 ("Dime" or a
"Bank") and BANK LEUMI USA, 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 Borrower, 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, that certain
Third Amendment dated as of November 28, 1998, that certain Fourth Amendment
dated as of February 27, 1999, that certain Fifth Amendment dated as of May 29,
1999 and that certain Sixth Amendment dated as of November 27, 1999 (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 amend the repayment terms of the Improvement Term Loans.

      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. Section 2.19(a) of the Agreement is hereby deleted in its
entirety and replaced as follows:

            "(a) The principal balance of each of the Improvement Term Loan
      Notes shall be payable as follows:

                  (i) for the period commencing on the date of the Fifth
            Amendment to the Agreement and ending on January 1, 2001, payments
            of interest only shall be required;

                  (ii) on the following dates, the following principal payments
            shall be made:

                  Date                   Principal Payment
                  ----                   -----------------

                  January 18, 2001          $87,500.00
                  January 25, 2001          $87,500.00
                  January 29, 2001          $87,500.00
                  February 5, 2001          $87,500.00

<PAGE>

                  (iii) for the period commencing on the first Business Day of
            February, 2001 and continuing on each such day thereafter through
            the first Business Day of June, 2001, principal payments of
            $50,000.00 per month;

                  (iv) for the period commencing on the first Business Day of
            July, 2001 and continuing on each such day thereafter through the
            first Business Day of November, 2003, principal payments $133,333.33
            per month; and

                  (v) on the Improvement Term Loan Maturity Date, an amount
            equal to the then aggregate outstanding principal balance of the
            Improvement Term Loan Notes."

      5. Effectiveness. This Amendment shall become effective upon the receipt
and satisfactory review by the Bank and its counsel of this Amendment, duly
executed by the Borrower and each Guarantor.

      6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

      7. 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.

      8. 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


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<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:________________________________
   George L. Stirling
   Vice President


EUROPEAN AMERICAN BANK

By:________________________________
   George L. Stirling
   Vice President


ISRAEL DISCOUNT BANK OF NEW YORK

By:________________________________
   Name:
   Title:

By:________________________________
   Name:
   Title:


THE DIME SAVINGS BANK OF NEW YORK, FSB

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


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<PAGE>

GRISTEDE'S OPERATING CORP.

By:________________________________
   John Catsimatidis
   President


NAMDOR INC.

By:________________________________
   John Catsimatidis
   President


RAS OPERATING CORP.

By:________________________________
   John Catsimatidis
   President


SAC OPERATING CORP.

By:________________________________
   John Catsimatidis
   President


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