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                                                                Exhibit 10.14.13

                                                                  EXECUTION COPY

                           AMENDMENT NO. 6 AND WAIVER

     This Amendment No. 6 and Waiver (this "Waiver") amends a provision of 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, ("ADMINISTRATIVE AGENT") acting as the Agents
for itself and the other Lenders, and is entered into as of December 25, 1998
among Borrower, the Administrative Agent and the Lenders executing the signature
pages hereof.

                                    RECITALS

     WHEREAS, Borrower is required pursuant to Section 8.1 of the Credit
Agreement to satisfy certain financial covenants;

     WHEREAS, for the Fiscal Quarter ending on the date hereof, Borrower is out
of compliance with the financial ratios contained in Section 8.1; and

     WHEREAS, Borrower has requested that the Lenders waive the Events of
Default which have resulted from Borrower's failure to comply with the
requirements of Section 8.1 for the Fiscal Quarter ending on the date hereof.

                                   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 8.1. Required Lenders waive the Events of Default which have
resulted from Borrower's failure to comply with Section 8.1 of the Credit
Agreement solely with respect to the Fiscal Quarter ending on the date hereof.

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

   (a) Representations and Warranties. All Representations and warranties
       contained in

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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. Except as waived hereby, no Default or Event of Default 
has occurred and is continuing as of the date hereof.

4.   Counterparts. This Waiver 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 Waiver 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: -----------------------------------


                                   ADMINISTRATIVE AGENT:

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


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


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


                                   LENDERS:

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


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


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




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                                  BANK LEUMI TRUST COMPANY OF NEW
                                  YORK, as a Lender



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

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


                                  BANKBOSTON, N.A., as a Lender


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

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



                                  IBJ SCHRODER BANK & TRUST COMPANY,
                                  as a Lender


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

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



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