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                           AMENDMENT NO. 5 AND WAIVER
 
     This Amendment No. 5 and Waiver (this "Amendment") amends certain
provisions and waives certain covenants of that certain Credit Agreement dated
as of May 9, 1997 (as amended, modified and supplemented from time to time, the
"Credit Agreement"), among COLORADO PRIME CORPORATION, a Delaware corporation
("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 the Agents for itself and the other
Lenders ("Administrative Agent"), and is entered into as of December  , 1998
among Borrower, the Administrative Agent and the Lenders executing the signature
pages hereof.
 
                                    RECITALS
 
     WHEREAS, Borrower is prohibited pursuant to Section 8.7(b) of the Credit
Agreement from repurchasing its Senior Notes, which currently are trading at a
discount;
 
     WHEREAS, Borrower has requested that the Lenders consent in advance to its
repurchase of up to $8,000,000 in fair market value of its Senior Notes to
enable Borrower to have the benefit of such discount; and
 
     WHEREAS, Borrower and Lenders desire to amend certain other provisions of
the Credit Agreement:
 
                                   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.  Waiver: Section 8.7(b).  Notwithstanding the terms of Section
     8.7(b) of the Credit Agreement to the contrary, Required Lenders hereby
     consent to Borrower repurchasing Senior Notes for an aggregate purchase
     price not to exceed $8,000,000, provided, that such repurchase or
     repurchases be completed on or before January 31, 1999 and that the
     purchase price not exceed fifty-five (55%) of the face value of the Senior
     Notes purchased.
 
          3.  Fee.  Each time the Lenders advance Loans to the Borrower for the
     repurchase of Senior Notes pursuant to the waiver granted in Section 3
     hereof, Borrower shall pay Lenders a fee equal to the principal amount of
     such Loans multiplied by 0.025.
 
          4.  Amendments.  The Credit Agreement is hereby amended by:
 
             (a) amending the definition of "Borrowing Base" in Section 1.1 by:
        (i) changing the percentage of Eligible Food-Related Accounts and
        Eligible Non-Food Accounts in subsections (a) and (b), respectively,
        from eighty percent (80%) to seventy-percent (70%), and (ii) deleting
        subsection (c) in its entirety and the words "or inventory" in the fifth
        line of the proviso to such definition.
 
             (b) deleting the current version of Exhibit C and replacing it with
        the version of Exhibit C attached to this Amendment.
 
             (c) amending Section 1.1 by deleting the definition of "Eligible
        Inventory" therefrom.
 
             (d) amending Section 4.7(a) by deleting the second sentence thereof
        and replacing it with the following: "Borrower shall deliver to such
        Monitoring Agent, if any, and the Disbursing Agent, a Borrowing Base
        Certificate at the times required under Section 7.2(a)."
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             (e) amending Section 4.7(e) by: (i) deleting in its entirety the
        phrase "Upon the occurrence and during the continuance of an Event of
        Default" at the beginning of both the first and second sentences and
        inserting in lieu thereof the phrase "At any time", and (ii) deleting
        the "." at the end of the second sentence and inserting in lieu thereof
        the phrase ", such Lockbox to be established within sixty (60) days of
        the Administrative Agent's request or such longer period of time as the
        Administrative Agent may allow.".
 
             (f) amending Section 7.2(a) by: (i) deleting the word "Monthly"
        from the title of the subsection; (ii) deleting in its entirety the
        phrase "On or before each date required under Section 4.7(a)" at the
        beginning of the subsection; and (iii) inserting in lieu thereof the
        phrase "On the first Business Day of each week".
 
             (g) amending Annex III, Pricing Grid, by adding 25 basis points
        (0.25%) to each number in the columns headed "Revolver Applicable
        Margin."
 
          5.  Lockboxes: Cash Dominion.  The Borrower shall, and shall cause
     each other Credit Party to, within sixty (60) days after the date hereof:
     (a) enter into one or more Lockbox Agreements with the Disbursing Agent and
     establish Lockboxes and Collection Accounts with the Disbursing Agent (to
     the extent not already done); and (b) to notify all account debtors of each
     Credit Party to remit all payments on the Accounts only through such
     Lockboxes. The Administrative Agent hereby directs the Disbursing Agent to
     take control of the Collection Accounts of the Credit Parties and to
     perform the other functions specified for the Disbursing Agent in Section
     4.7(c) of the Credit Agreement.
 
          6.  Representations.  To induce the Administrative Agent and the
     Lenders to enter into this Amendment, 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 and
        is continuing as of the date hereof.
 
          7.  Counterparts.  This Amendment may be executed in any number of
     counterparts, each of which counterparts when executed and delivered shall
     be an original, but all of which shall together constitute one and the same
     agreement.
 
                            [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: /s/ MATTHEW BURRIS
 
                                            ------------------------------------
                                          Title:     VP
 
                                             -----------------------------------
 
                                          ADMINISTRATIVE AGENT:
 
                                          DRESDNER BANK AG, NEW YORK AND
                                          GRAND CAYMAN BRANCHES, as the
                                          Administrative Agent
 
                                          By:       /s/ PETER M. KAY
                                            ------------------------------------
                                                        Peter M. Kay
                                                       Vice President
 
                                          By:      /s/ STEVEN S. KERR
                                            ------------------------------------
                                                       Steven S. Kerr
                                                    Assistant Treasurer
 
                                          LENDERS:
 
                                          DRESDNER BANK AG, NEW YORK AND
                                          GRAND CAYMAN BRANCHES, as a Lender
 
                                          By:       /s/ PETER M. KAY
                                            ------------------------------------
                                                        Peter M. Kay
                                                       Vice President
 
                                          By:      /s/ STEVEN S. KERR
                                            ------------------------------------
                                                       Steven S. Kerr
                                                    Assistant Treasurer
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                                          BANK LEUMI USA, as a Lender
 
                                          By:   [ILLEGIBLE]
                                            ------------------------------------
 
                                          By:   [ILLEGIBLE]
                                            ------------------------------------
 
                                          BANKBOSTON, N.A., as a Lender
 
                                          By:   [ILLEGIBLE]
                                            ------------------------------------
 
                                          By:     /s/ ROBERT F. DUGGAN
                                            ------------------------------------
                                                      Robert F. Duggan
                                                     Managing Director
 
                                          IBJ SCHRODER BANK & TRUST COMPANY,
                                          as a Lender
 
                                          By:   [ILLEGIBLE]
                                            ------------------------------------
 
                                          By:
                                            ------------------------------------