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                                                                  EXECUTION COPY

                                AMENDMENT NO. 6

     This Amendment No. 6 (this "Amendment") amends that certain Credit
Agreement dated as of May 9, 1997 (as amended, modified and supplemented from
time to time, including pursuant to this Amendment, the "Credit Agreement")
among COLORADO PRIME CORPORATION (the "Borrower"), each institution identified
as a lender on Annex I thereto (each, together with its successors and assigns,
a "Lender"), and DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, acting as
agent for itself and the other Lenders ("Agent"), and is entered into as of
April __, 1999 among Borrower, Agent and the Required Lenders.

                                    RECITALS

     WHEREAS, the Borrower has requested that the parties hereto adjust certain
components of the Borrowing Base, modify the Applicable Margin, amend the
definition of Monitoring Agent and certain provisions relating thereto, amend or
eliminate certain of the financial covenants in Section 8.1 of the Credit
Agreement, and add an additional Event of Default to Section 9.1(b);

     WHEREAS, Agent and the Required Lenders are willing to make such changes on
the terms and conditions set forth herein.

                                   AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Definitions. Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Credit Agreement, and the provisions
of Section 1.2 of the Credit Agreement shall apply hereto as if fully set forth
herein.

     2. Amendments. Upon the date of effectiveness of this Amendment (the
"Effective Date"), the Credit Agreement is hereby amended as follows:

        (a) Borrowing Base.

            (i) The definition of "Borrowing Base" in Section 1.1 is amended by:
changing the percentage of Eligible Non-Food Accounts from seventy percent (70%)
to sixty percent (60%).

            (ii) Exhibit C to the Credit Agreement is deleted in its entirety
and replaced with the version of Exhibit C attached to this Amendment.

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          (b)  Applicable Margin.

               (i)    The definition of "Applicable Margin" in Section 1.1 is
deleted in its entirety and replaced with the following:

               "'Applicable Margin' means a fluctuating rate of interest per
          annum determined based on the Type of Loan and Borrower's ratio of
          Consolidated EBITDA to Consolidated Fixed Charges calculated in
          accordance with Section 8.1(c), from the table set forth in Annex III;
          provided, however, that until Lenders have received all of Borrower's
          Financial Statements and other financial information required to be
          delivered pursuant to Section 7.1(c) for the first Fiscal Quarter of
          Fiscal Year 1999, the Applicable Margin shall be one percent (1%) for
          Base Rate Loans and three and one-quarter percent (3.25%) for
          Eurodollar Loans."

               (ii)   To the extent the amendment in clause (i) above changes
the applicable interest rate on any Loan, such change shall be effective as of
the Effective Date.

               (iii)  Section 4.1(c) of the Credit Agreement is amended by
deleting the phrase "Leverage Ratio and Interest Coverage Ratio" in the two
places where such phrase appears in that subsection and inserting in lieu
thereof the phrase "ratio of Consolidated EBITDA to Consolidated Fixed Charges".

          (c)  Monitoring Agent.

               (i)    The definition of "Monitoring Agent" in Section 1.1 is
amended by adding immediately after the phrase "financial institution" the
words, "auditor, appraiser or consultant".

               (ii)   Section 4.2(c) is amended by: (i) adding immediately
after the word "auditors" the words, "consultant, appraisers and financial
institutions"; (ii) deleting the phrase "Monitoring Bank" and inserting in lieu
thereof the phrase "Monitoring Agent"; and (iii) inserting immediately after
the phrase "to assist in the monitoring" the phrase "and inspecting".

               (iii)  Section 4.7(a) is amended by inserting the following two
sentences between the third and fourth sentences thereof: "The Monitoring Agent
may employ the services of auditors, appraisers and consultants to assist it in
monitoring the Borrowing Base and related assets of the Credit Parties and in
conducting field exams and appraisals of the Collateral. The Borrower shall pay
all reasonable and customary charges, fees and expenses of such auditors,
appraisers and consultants pursuant to Section 4.2(c) hereof; provided,
however, that Borrower's obligation to pay such reasonable and customary
charges, fees and expenses shall be capped at Twelve Thousand Dollars ($12,000)
per Fiscal Quarter for each Fiscal Quarter during which Borrower is in
compliance with the financial covenants contained in Section 8.1 hereof".

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     (d)  Commitment Fee. Section 4.2(a) of the Credit Agreement is amended by 
deleting the phrase "Leverage Ratio and Interest Coverage Ratio" in the two
places where such phrase appears in that subsection and inserting in lieu
thereof the phrase "ratio of Consolidated EBITDA to Consolidated Fixed Charges".

     (e)  Annex III. Annex III to the Credit Agreement is deleted in its
entirety and replaced with the version of Annex III attached to this Amendment.

     (f)  Minimum Net Worth.

          (i)  Paragraph (a) of Section 8.1 is hereby deleted in its entirety.

          (ii) The definition of "Consolidated Net Worth" in Section 1.1 is
deleted in its entirety.

     (g)  Consolidated Interest Coverage Ratio.

          (i)  Paragraph (b) of Section 8.1 is hereby deleted in its entirety.

          (ii) The definition of "Consolidated Interest Expense" in Section 1.1
is deleted in its entirety.

     (h)  Consolidated EBITDA to Consolidated Fixed Charges Ratio. Clause (c)
of Section 8.1 is hereby amended as follows: (i) by inserting after the phrase
"on a Rolling Four Quarter Basis," the parenthetical "(provided, for each of
the quarters ending during Fiscal Year 1999, Consolidated EBITDA shall be
calculated on an annualized basis for the period from December 27, 1998 through
the applicable Fiscal Quarter end)", and (ii) by deleting the minimum ratios
required for each of the Fiscal Quarters in Fiscal Years 1999, 2000, 2001 and
2002 and inserting in lieu thereof the following numbers:

<TABLE>
<CAPTION>
                                            RATIO (TO 1.00)
                                   ----------------------------------
FISCAL QUARTER ENDING DURING
FISCAL YEAR                        1st       2nd       3rd       4th
---------------------------------------------------------------------
<S>                               <C>       <C>       <C>       <C> 
1999                               0.70      0.70      0.70      0.74
2000                               0.75      0.77      0.79      0.82
2001                               0.84      0.88      0.92      0.97
Thereafter                         0.97      0.97      0.97      0.97
</TABLE>

     (i)  Leverage Ratio. Clause (d) of Section 8.1 is hereby amended as
follows: (i) by inserting after the phrase "on a Rolling Four Quarter Basis,"
the parenthetical "(provided, for each of the quarters ending during Fiscal
Year 1999, Consolidated EBITDA shall be calculated on an annualized basis for
the period from December 27, 1998 through the applicable Fiscal Quarter end)",
and (ii) by deleting the maximum ratios permitted for each of the Fiscal
Quarters in Fiscal Years 1999, 2000, 2001 and 2002 and inserting in lieu
thereof the following numbers:

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<TABLE>
<CAPTION>
                                              RATIO (__ TO 1.00)
FISCAL QUARTER ENDING DURING      ----------------------------------------
FISCAL YEAR                         1ST        2ND         3RD        4TH
----------------------------      ------     ------       ------    ------
<S>                               <C>        <C>          <C>       <C>
1999                               9.75       9.75         9.50      9.50
2000                               9.25       9.25         9.00      8.75
2001                               8.25       8.25         8.00      7.75
Thereafter                         7.75       7.75         7.75      7.75
</TABLE>

        (j) Events of Default. Section 9.1(b) is amended by deleting the phrase
"7.2 through 7.4, 7.6 through 7.15" and inserting in lieu thereof the phrase
"7.2 through 7.15".

     3. Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:

        (a) Borrower, Agent and Required Lenders shall have duly executed and
delivered to Agent one or more counterparts of this Amendment; and

        (b) Borrower shall have paid to Agent for the account of each Lender
executing this Amendment an amendment fee equal to three-eighths of one percent
(.00375%) multiplied by the Commitment of each such Lender, for a maximum
aggregate fee of One Hundred Eighty Seven Thousand Five Hundred Dollars
($187,500).

     4. Representations. To induce the Agent and the Lenders to enter into this
Amendment, the Borrower hereby represents and warrants as follows:

        a. Representations and Warranties. All representations and warranties
contained in the Credit Agreement and the other Credit Documents are true and
correct in all material respects on and as of the date hereof as if made on the
date hereof, other than representations and warranties that expressly relate
solely to an earlier date; and

        b. No Defaults. No Default or Event of Default has occurred which has
not been expressly waived by the Lenders or Required Lenders, as applicable.

     5. Miscellaneous. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document, nor of any affected provision
prior to the Effective Date of this Amendment. This Amendment may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. This Amendment shall be governed by, and construed in accordance
with, the law of the State of New York.


                            [SIGNATURE PAGES FOLLOW]


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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date set forth above.

                                   BORROWER:

                                   COLORADO PRIME CORPORATION,
                                   a Delaware corporation


                                   By:
                                      ---------------------------------
                                   Title: VP-CFO
                                          ------------------------------


                                   THE AGENT:

                                   DRESDNER BANK, AG, NEW YORK AND
                                   GRAND CAYMAN BRANCHES, as the Agents


                                   By:     /s/ Steven S. Karr
                                      ---------------------------------
                                              Steven S. Karr
                                           Assistant Treasurer

                                   By:       /s/ Ben Marzouk
                                      ---------------------------------
                                               Ben Marzouk
                                             Vice President

                                   LENDERS:

                                   DRESDNER BANK, AG, NEW YORK AND
                                   GRAND CAYMAN BRANCHES, as a Lender


                                   By:     /s/ Steven S. Karr
                                      ---------------------------------
                                              Steven S. Karr
                                           Assistant Treasurer

                                   By:       /s/ Ben Marzouk
                                      ---------------------------------
                                               Ben Marzouk


                                   BANK LEUMI USA, as a Lender


                                   By:        /s/ Illegible
                                      ---------------------------------

                                   By:       /s/ Illegible
                                      ---------------------------------


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                                            BANKBOSTON, N.A., as a Lender

                                            By: 
                                                -----------------------------

                                            By: 
                                                -----------------------------


                                            IBJ Whitehall Business Credit 
                                            Corporation, successor and ??? to
                                            IBJ SCHRODER BANK & TRUST COMPANY,
                                            as a Lender

                                            By: /s/ Robert R. Wallace
                                                -----------------------------
                                                Robert R. Wallace

                                            By: 
                                                -----------------------------


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