DI GIORGIO CORP
EXHIBIT 10.15
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10_15.txt
<DESCRIPTION>EXHIBIT 10.15
<TEXT>


Exhibit 10.15 - Fourth  Amendment,  dated August 31, 2001,  to Carteret  grocery
warehouse lease dated as of February 11, 1994.





                            FOURTH AMENDMENT OF LEASE

     THIS  AMENDMENT  OF LEASE,  dated  this ____ 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
February  11,  1994  ("Initial  Lease"),  for the  leasing of certain  lands and
improvements in Carteret,  New Jersey ("Initial Lands"),  and thereafter amended
by the First Amendment of Lease,  dated August 16, 1996; the Second Amendment of
Lease,  dated October 30, 1996; and the Third Amendment of Lease, dated November
26, 1997; collectively referred to herein as the "Lease"; and

     B. The Commencement Date of the Initial Lease was February 1, 1995; and

     C. The  parties  hereto  desire  to  further  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 Fourth  Amendment  of Lease and not
defined herein shall have the meaning set forth in the Lease.

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

     4. The parties  previously  entered into a lease agreement,  dated November
26, 1997 for certain other lands and improvements,  which lease is to be amended
concurrently  herewith.  Said lease,  as  amended,  is referred to herein as the
"Frozen Foods 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 Initial
Lease, consisting of 31.745+/- acres.



                                  Page 1 of 6
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     6. The parties  acknowledge  that Tenant  presently  is leasing  Additional
Lands,  consisting  of 4.34+/-  acres,  pursuant to  Paragraph 49 of the Initial
Lease, as modified by the Second Amendment of Lease,  which Additional Lands are
described on Exhibit B attached hereto and made a part hereof.

     7. The parties  acknowledge that Tenant has delivered to Landlord a notice,
dated May 23, 2001,  authorizing Landlord to develop a portion of the Additional
Lands and Initial Lands ("Improved Lands").

     8. It is agreed that .993+/-  acres of the  Additional  Lands  described on
Exhibit B, hereby are omitted from the Additional  Lands leased  pursuant to the
Lease and are to become part of the land being leased to Tenant  pursuant to the
Frozen Foods Lease ("New Frozen Foods Lands").  A legal description of said land
is attached hereto and made a part hereof as Exhibit C.

     9. The  Additional  Lands leased  pursuant to the Lease hereby are modified
further by adding  thereto  2.052+/- acres of land  previously  leased to Tenant
pursuant to the Frozen Foods Lease,  ("New Grocery Lands").  A legal description
of said additional land is attached hereto and made a part hereof as Exhibit D.

     10. The total acreage of the Additional  Lands leased pursuant to the Lease
as amended  herein,  following the exchange of land with the Frozen Foods Lease,
consists of 5.399+/- acres ("New Lease Lands").  A legal  description of the New
Lease Lands is attached hereto and made a part hereof as Exhibit E.

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

     12.  Landlord  shall develop the Improved  Lands ("Site  Improvements")  in
accordance  with the plans  attached  hereto and made a part hereof as Exhibit F
("Site Improvement Plans").

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

     14. The  parties  agree that the cost of the Site  Improvements,  including
related demolition costs, shall be $1,389,931.00.

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



                                  Page 2 of 6
<PAGE>



          (a)  The  square  footage  of  the  contemplated  Additional  Building
referred to in  Paragraph 19 hereof;  multiplied  by the cost per square foot of
Site  Improvements;  multiplied  by a rate  equal to the 20 year  United  States
Treasury  Bill  interest  rate as of the Improved  Lands  Commencement  Date (as
defined herein),  plus four percentage points; plus an amount equal to four (4%)
percent of the foregoing,  plus an amount equal to the acreage of the Additional
Lands,  reduced  by the  New  Frozen  Foods  Lands,  multiplied  by  the  sum of
$11,711.71  per acre,  plus an amount  equal to the  acreage of the New  Grocery
Lands, multiplied by the sum of $11,711.71 per acre.

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

          162,648 x 8.55 =  $1,390,640.40  x (5.52 + 4%) = 9.52% =  132,388.96 +
          (132,388.96  x .04) =  5,295.56 + (4.34 - .993) = 3.34 x  11,711.71  =
          39,199.09 + 2.052 x 11,711.71 = 24,032.43 = $200,916.05

          (c) The initial  annual  Improved  Lands  Fixed Rent for the  Improved
Lands would be $200,916.05.

     16. The Improved Lands Fixed Rent shall become due and payable on a monthly
basis commencing as of the Improved Lands Commencement Date (as defined herein),
whereupon  the Fixed  Rent due and  payable  on  account  of the  leasing of the
Additional Lands referred to in Paragraph 6 hereof, shall cease and terminate.

     17. It is  acknowledged  that  Tenant has the option to cause  Landlord  to
construct an  Additional  Building  pursuant to  Paragraph  49 of the Lease.  If
Tenant shall  exercise  such  option,  prior to the  Improved  Additional  Lands
Commencement Date, (pursuant to the Frozen Foods Lease), then the Improved 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
Lease until the Additional  Building  Delivery of Possession Date,  (pursuant to
the Frozen Foods Lease).

     18. The  Improved  Lands  Commencement  Date shall be the date on which the
Site Improvements to the Improved Lands are Substantially Completed.

     19.  Following  Tenant's  exercise  of its  option  to  cause  Landlord  to
construct  the  Additional  Building  pursuant  to  the  Lease,  Landlord  shall
construct an Additional Building on the New Lease Lands and/or the Initial Lands
of not less than 162,648  square feet, in accordance  with a site plan and plans
and specifications to be agreed upon between the parties.



                                  Page 3 of 6
<PAGE>



     20.  Landlord  shall deliver  possession of the Improved  Lands pursuant to
Paragraphs 3(a), 3(c), 3(g) and 3(m) of the Lease.

     21. If Tenant  exercises  its option to cause  Landlord  to  construct  the
Additional  Building,  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, shall be determined in accordance with the
applicable  provisions  of Paragraph 49 of the Lease,  including but not limited
to,  Paragraphs  19 and 20 of the  Third  Amendment  of Lease,  except  that the
initial  cost per square  foot of the  Additional  Building  shall be reduced to
$25.11 per square foot.

     22. (a) If the  Additional  Building shall not be  constructed,  the annual
Improved Lands Fixed Rent shall  increase by an amount equal to $.25  multiplied
by the assumed square footage of 162,648,  or $40,662 as of the  commencement of
each fifth anniversary of the Improved Lands  Commencement Date including during
any Renewal Terms, if applicable.

     (b) If  the  Additional  Building  shall  be  constructed,  the  Additional
Building Fixed Rent shall increase at the rate of $.25 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.

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

     24. 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.

     25. All of the Improved  Lands 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 it was part of the initial Premises leased pursuant to the Lease.

     26. 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
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").



                                  Page 4 of 6
<PAGE>



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

     28. 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.

     29. All of the  Improved  Lands  shall  continue  to 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 all of the  Improved  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.

     30.  (a)  As of  the  Additional  Building  Delivery  of  Possession  Date,
(pursuant  to the Frozen  Foods  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  delivered to
Landlord as Security shall be equal to two (2) months Fixed Rent.

     (b) At such times as any of the Fixed Rent payments shall increase pursuant
to the Lease, or this Fourth 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.

     31. As of the Improved  Lands  Commencement  Date,  Tenant shall provide to
Landlord  proof of  insurance in  accordance  with the  provisions  of Paragraph
7(a)(i) of the Lease,  insuring  the Site  Improvements  to the  Improved  Lands
against physical loss or damage in the amount of $1,000,000.



                                  Page 5 of 6
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     32. 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 amounst 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."

     33. 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



                                  Page 6 of 6

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</DOCUMENT>
