Exhibit 10.13


                        THIRD AMENDMENT TO LOAN AGREEMENT

         THIS  THIRD  AMENDMENT  ("Amendment")  made  as of  this  28th  day  of
November, 1998 among 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"),  KEYBANK  NATIONAL  ASSOCIATION,  a national
banking association,  having an office at 1377 Motor Parkway, Islandia, New York
11788 ("Key" or a "Bank") and BANK LEUMI USA (formerly known as Bank Leumi Trust
Company of New York),  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 Credit Parties, 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 and that certain  Second  Amendment  dated as of August 29, 1998 (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 (i) the Cleandown Period requirement,  (ii) the delivery date for
the financial  schedule showing EBITDA  operating  results by store location for
the fiscal quarter ended November 29, 1998 required under Section  5.01(b) (iii)
of the Agreement,  and (iii) the delivery date for the lease status  certificate
required  under Section  5.01(b)(xiii)  of the Agreement for the fiscal  quarter
ended November 29, 1998;

         WHEREAS, the Credit Parties have requested that the Agent and the Banks
amend  certain of the  financial  covenants  contained  in  Section  5.03 of the
Agreement; and

         WHEREAS, the Agent and the Banks have agreed to amend (i) the Cleandown
Period  requirement,  (ii) the delivery date for the financial  schedule showing
EBITDA operating results by store location for the fiscal quarter ended November
29, 1998 required under Section  5.01(b)(iii)  of the  Agreement,  and (iii) the
delivery  date  for  the  lease  status  certificate   required  under   Section
5.01(b)(xiii) of the Agreement for the fiscal quarter ended November 29, 1998;
and


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<PAGE>


         WHEREAS,  the Agent and the Banks have  agreed to amend  certain of the
financial  covenants contained in Section 5.03 of the Agreement on the terms and
conditions contained herein; and

         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 Credit  Parties,  the Banks and the Agent 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.       REPRESENTATIONS AND WARRANTIES.  As an inducement for the Bank
to enter into this  Amendment,  the Credit Parties each represent and warrant as
follows:

                  A.   That with respect to the Agreement and the Loan Documents
executed in connection therewith and herewith:

                           (i)  There  are  no   defenses   or  offsets  to  the
                  Borrower's or any Guarantor's  obligations under the Agreement
                  as amended  hereby,  the Notes or any of the Loan Documents or
                  any other  agreements  in favor of the Bank referred to in the
                  Agreement,  and if any such  defenses or offsets exist without
                  the knowledge of the Borrower or any  Guarantor,  the same are
                  hereby waived.

                           (ii) All of the  representations  and warranties made
                  by the Borrower and any  Guarantor in the Agreement as amended
                  hereby are true and  correct in all  material  respects  as if
                  made on the date hereof, except for those made with respect to
                  a particular date, which such  representations  and warranties
                  are  restated as of the date of this  Amendment to be true and
                  correct in all material respects as of such date; and provided
                  further that the  representations  and warranties set forth in
                  Section  4.01(f) of the Agreement  shall relate to the audited
                  consolidated  financial  statements  of the  Borrower  and its
                  Consolidated  Subsidiaries  for the fiscal year ended November
                  30,  1997 and the  internally  prepared  consolidated  balance
                  sheet of the Borrower and its  Consolidated  Subsidiaries  for
                  the fiscal quarter ended August 30, 1998.

                           (iii) The outstanding  aggregate principal balance of
                  the Loans as  evidenced by the Notes is  $21,861,314.64  as of
                  February 23, 1999 and interest has been paid through  February
                  1, 1999.

         3.       AMENDMENTS.  The following  amendments  are hereby made to the
Agreement:

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<PAGE>


                  (a) The  definition of Cleandown  Period is hereby  deleted in
its entirety and replaced as follows:

                  "'Cleandown Period', means a period,  declared by the Borrower
                  to be the "Cleandown  Period", of thirty (30) consecutive days
                  during each fiscal year of the Borrower,  commencing  with the
                  Borrower's fiscal year beginning November 30, 1998."

                  (b) The definition of EBITDA is hereby deleted in its entirety
and replaced as follows:

                  "'EBITDA'  means,  as to the  Borrower  and  its  Consolidated
                  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,  in each case measured
                  for  the  Borrower  and  its  Consolidated  Subsidiaries  on a
                  consolidated basis for such period,  computed and consolidated
                  in accordance with GAAP."

                  (c) The definition of Revolving Credit Maturity Date is hereby
deleted in its entirety and replaced as follows:

                  "'Revolving Credit Maturity Date' means November 29, 1999."

                  (d) Section  5.01(b) (iii) of the Agreement is hereby  deleted
its entirety and replaced as follows:

                  "(iii)  CONSOLIDATING  FINANCIAL  STATEMENTS.  (1) As  soon as
                  available  and in any event within  ninety (90) days after the
                  end of each fiscal year of the  Borrower and within sixty (60)
                  days after the end of each of the first three fiscal  quarters
                  of  the  Borrower,  a  copy  of  the  consolidating  financial
                  statements of the Borrower and its operating  Subsidiaries for
                  such year or quarter,  including  balance  sheets with related
                  statements of income and retained  earnings and  statements of
                  cash flows,  all in  reasonable  detail and  setting  forth in
                  comparative  form the figures for the previous  fiscal year or
                  previous fiscal quarter,  all such financial  statements to be
                  prepared by  management  of the  Borrower in  accordance  with
                  GAAP,  and (2) as soon as  available  and in any event  within
                  sixty  (60) days after the end of each  fiscal  quarter of the
                  Borrower,  including  the fourth fiscal  quarter  (ninety (90)
                  days in the case of the fiscal

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<PAGE>


                  quarter  ending  November  29,  1998),  a copy of a  financial
                  schedule  showing EBITDA  operating  results by store location
                  for such quarter, prepared by management of the Borrower."

                  (e) Section  5.01(b)(xiii)  of the Agreement is hereby deleted
in its entirety and replaced as follows:

                  "(xiii) LEASE STATUS CERTIFICATE.  As soon as available and in
                  any event  within sixty (60) days after the end of each fiscal
                  quarter  (ninety  (90) days in the case of the fiscal  quarter
                  ending  November  29,  1998),  a  certificate  from the  chief
                  financial  officer of the  Borrower  setting  forth the Credit
                  Parties'  payment status for all leases of real  property,  in
                  form and substance reasonable satisfactory to the Agent."

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

                  "(l)  LOSSES.  Incur a net loss (i) for the fiscal year ending
                  November 29, 1998 in excess  of  $330,000.00, or  (ii) for any
                  fiscal year thereafter."

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

                  "(c)   LEVERAGE RATIO. The Borrower and the Guarantors will at
                  all times maintain a Leverage Ratio,  to be tested  quarterly,
                  of not greater than the following:

                           Period                                 Leverage Ratio
                  ------------------------------                  --------------
                  From the date of the Agreement                   3.00 to 1.00
                  until February 27, 1999

                  From February 28, 1999 until                     2.50 to 1.00
                  May 29, 1999

                  From May 30, 1999 until                          2.25 to 1.00
                  May 27, 2000

                  From May 28, 2000                                2.00 to 1.00
                  and thereafter."

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

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<PAGE>


                  "(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, to be tested  quarterly,  of not greater
                  than the following:

                         Period                      Funded Debt to EBITDA Ratio
                  ----------------------------       ---------------------------
                  From February 28, 1999 until                   2.50 to 1.00
                  August 28, 1999

                  From August 29, 1999 until                     2.25 to 1.00
                  August 26, 2000

                  From August 27, 2000 and                       2.00 to 1.00
                  thereafter."

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

                  "(e) FIXED CHARGE COVERAGE RATIO.  The Borrower and Guarantors
                  will maintain at all times (other than for the fiscal  quarter
                  ending August 30, 1998 and the fiscal year ending November 29,
                  1998),  beginning with the fiscal quarter ending May 31, 1998,
                  on a consolidated basis, a minimum Fixed Charge Coverage Ratio
                  of not  less  than  1.25  to  1.0,  such  ratio  to be  tested
                  quarterly.  The Borrower and  Guarantors  will maintain at all
                  times on a consolidated basis during the fiscal quarter ending
                  August 30, 1998 and the fiscal year ending  November 29, 1998,
                  a minimum Fixed Charge Coverage Ratio of not less than 1.10 to
                  1.0."

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

                  "DEBT SERVICE RATIO. The Borrower and Guarantors will maintain
                  at all times during the fiscal year ending  November 29, 1998,
                  on a  consolidated  basis, a minimum Debt Service Ratio of not
                  less  than  1.45 to 1.0.  The  Borrower  and  Guarantors  will
                  maintain  at all  times,  beginning  with the  fiscal  quarter
                  ending May 31,  1998  (other  than for the fiscal  year ending
                  November 29, 1998),  on a  consolidated  basis, a minimum Debt
                  Service  Ratio of not less than 1.50 to 1.0,  such ratio to be
                  tested quarterly."

         4.       EFFECTIVENESS.  This Amendment shall become effective upon the
occurrence of the following  events and the receipt and  satisfactory  review by
the Agent and its counsel of the following documents:


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<PAGE>


                  (a)  The  Agent  and  each  Bank  shall  have   received  this
Amendment, duly executed by the Borrower and each Guarantor.

                  (b)  The  Agent  shall  have  received  copies  of any and all
modifications of the documentation  referred to in Section 3.01 of the Agreement
which could result in a Material Adverse Change.

                  (c) The Agent shall have been paid, on behalf of the Banks, an
amendment fee in the amount of $10,000.00.

         5. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.

         6.  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.

         7. 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.

         8. WAIVER OF JURY TRIAL.  The Borrower,  each Guarantor,  the Agent and
the Banks  waive all rights to trial by jury on any cause of action  directly or
indirectly involving the terms, covenants or conditions of this Amendment or any
Loan Document.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK



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         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:    /s/ George L. Stirling
            ---------------------------------
                  George L. Stirling
                  Vice President


         EUROPEAN AMERICAN BANK

         By:    /s/ George L. Stirling
            ---------------------------------
                  George L. Stirling
                  Vice President


         ISRAEL DISCOUNT BANK OF NEW YORK

         By:  /s/ Scott Fishbein
            ---------------------------------
         Name:   Scott Fishbein
         Title:  Vice President

         By:  /s/ Lisa Baum
            ---------------------------------
         Name:   Lisa Baum
         Title:  Senior Vice President


         KEYBANK NATIONAL ASSOCIATION

         By:  /s/ Joseph Burns
            ---------------------------------
         Name:   Joseph Burns
         Title:  Vice President


         BANK LEUMI USA

         By:   /s/ Richard Silverstein
            ---------------------------------
         Name:   Richard Silverstein
         Title:  First Vice President

         By:   /s/ Joseph Koenigsberg
            ---------------------------------
         Name:   Joseph Koenigsberg
         Title:  Vice President


         GRISTEDE'S SLOAN'S, INC.

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



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<PAGE>



         CITY PRODUCE OPERATING CORP.

         By:   /s/ John Catsimatidis 
            ---------------------------------
                  John Catsimatidis
                  President


         GRISTEDE'S OPERATING CORP.

         By:   /s/ John Catsimatidis 
            ---------------------------------
                  John Catsimatidis
                  President


         NAMDOR INC.

         By:   /s/ John Catsimatidis 
            ---------------------------------
                  John Catsimatidis
                  President


         RAS OPERATING CORP.

         By:   /s/ John Catsimatidis 
            ---------------------------------
                  John Catsimatidis
                  President


         SAC OPERATING CORP.

         By:   /s/ John Catsimatidis 
            ---------------------------------
                  John Catsimatidis
                  President


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