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                                AMENDMENT NO. 4

     This Amendment No. 4 (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 June
26, 1998 among Borrower, Agent and the Lenders.

                                    RECITALS

     WHEREAS, the parties desire to amend the Consolidated Net Worth and 
Leverage Ratio requirements in the Credit Agreement for the third Fiscal Quarter
of 1998;

                                   AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto 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.   Effectiveness of this Amendment. This Amendment shall become
effective upon the execution and delivery hereof by Borrower, Agent and
Required Lenders.

     3.   Minimum Net Worth. Clause (a) of Section 8.1 is hereby amended,
effective as of the date hereof, as follows: the minimum Consolidated Net Worth
required for the third Fiscal Quarter of Fiscal Year 1998 is 25.5 (in millions
of Dollars).

     4.   Leverage Ratio. Clause (d) of Section 8.1 is hereby amended, 
effective as of the date hereof, as follows: the maximum permissible Leverage
Ratio for the third Fiscal Quarter of Fiscal Year 1998 is 6.70 to 1.00.

     5.   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
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          b.   No Defaults. No Default or Event of Default has occurred which
has not been waived.

     6.   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. 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.


                                   BORROWERS:
                                   ----------

                                   COLORADO PRIME CORPORATION,
                                   a Delaware corporation




                                   By:
                                      ---------------------------------
                                   Title:
                                         ------------------------------


                                   THE AGENTS:
                                   -----------

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



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


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


                                   LENDERS:
                                   --------

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



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


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


                                   BANK LEUMI TRUST COMPANY OF NEW YORK,
                                   as a Lender



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


                                   By:
                                      -------------------------------
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                                        BANKBOSTON, N.A., as a Lender


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

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


                                        IBJ SCHRODER BANK & TRUST COMPANY,
                                        as a Lender


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

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