AMENDMENT NO. 1

                                               TO

                   SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT

      THIS AMENDMENT NO. 1 (this "First Amendment") is entered into as of May
11, 2001, by and among NEW LINDEN PRICE RITE, INC., a New Jersey corporation
("New Linden"), FOODARAMA SUPERMARKETS, INC., a New Jersey corporation
("Parent") (New Linden and Parent, each a "Borrower" and collectively
"Borrowers"), the Guarantors signatory hereto, the lenders set forth on the
signature pages hereto (collectively with their respective permitted successors
and assigns, each a "Lender" and collectively, "Lenders") and GMAC BUSINESS
CREDIT, LLC as agent for Lenders (in such capacity together with any successor
thereto in such capacity, the "Agent").

                                           BACKGROUND

      Borrowers, Guarantors, Agent and Lenders are parties to a Second Amended
and Restated Revolving Credit and Term Loan Agreement dated as of January 7,
2000 (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement") pursuant to which Agent and Lenders provide
Borrowers with certain financial accommodations.

      Borrowers have requested that Agent and Lenders make certain amendments to
the Loan Agreement, and Agent and Lenders are willing to do so on the terms and
conditions hereafter set forth.

      NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrowers by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1. Definitions.  All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

      2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 3 below, the Loan Agreement is hereby amended as
follows:

           (a) Section I is amended as follows:

                    (i)    the following defined terms are added in their
           appropriate alphabetical order:

                    "First Amendment" shall mean Amendment No. 1 to Second
                    Amended and Restated Credit and Term Loan Agreement dated as
                    of May 11, 2001 by and among the Borrowers, Guarantors,
                    Agent and Lenders.


                                       1
<PAGE>

                   "First Amendment Effective Date" shall mean the date on which
                   all conditions precedent set forth in the First Amendment
                   shall have been satisfied.

                  (ii)   each of the following defined terms is amended in its
                  entirety to provide as follows:

                  "Change of Control" shall mean (i) Joseph Saker, Gloria Saker,
                  Richard Saker and Permitted Family Transferees shall together
                  fail to own, beneficially and control all voting rights with
                  respect to, at least 35% of all of the issued and outstanding
                  capital common stock of the Parent or (ii) Joseph Saker,
                  Gloria Saker, Richard Saker, Joseph J. Saker, Jr. and Thomas
                  Saker shall together fail to own, beneficially and all voting
                  rights with respect to, at least 30% of all of the issued and
                  outstanding capital common stock of the Parent (provided,
                  however that the 30% requirement set forth in this clause (ii)
                  shall be reduced by 1% each year (e.g., from 30% to 29% and
                  from 29% to 28%, etc.) effective on each anniversary date of
                  the Closing Date, but in no event to lower than 25%.

                  "EBITDA" shall mean, for any period, Net Income plus, (X) to
                  the extent included in the calculation of Net Income, the sum
                  of (i) any extraordinary non-cash losses, (ii) the amount of
                  any reserves taken and occasioned by the closing of store
                  locations, (iii) non-cash charges for assets written down as a
                  result of store remodels and/or closedowns, (iv) interest
                  expenses net of interest income, (v) depreciation and
                  amortization, (vi) federal, state and local income taxes and
                  (vii) any increase in the LIFO reserve and less (Y) the sum of
                  (i) any extraordinary non-cash gains included in the
                  calculation of Net Income, (ii) any extraordinary cash gains
                  included in the calculation of Net Income, but only to the
                  extent such gains exceed extraordinary cash losses included in
                  the calculation of Net Income and (iii) any charges to balance
                  sheet reserves previously or presently established in
                  connection with the closing of store locations or the
                  disposition of other assets in each case of the Parent and its
                  Subsidiaries for such period determined on a Consolidated
                  basis, computed and calculated in accordance with generally
                  accepted accounting principles, and (iv) any decrease in the
                  LIFO reserve.

                  "Permitted Family Transferees" means (a) each member of the
                  Saker Group, (b) any trust established by one or more Saker
                  Persons, the beneficiaries of which are solely one or more
                  members of the Saker Group, (c) any partnership owned solely
                  by one or more members of the Saker Group or owned solely by
                  one or more entities which are either owned solely by one or
                  more members of the Saker Group or of which solely one or more
                  members of the Saker Group are beneficiaries, or (d) any
                  estate of which solely one or more members of the Saker Group
                  are beneficiaries.

                                       2
<PAGE>
                  "Related Family Transferee" means (a) any Saker Person
                  (excluding Richard Saker, Gloria Saker, Joseph Saker, Thomas
                  Saker or Joseph Saker, Jr.); (b) any trust established solely
                  or jointly by any Saker Person, the beneficiaries of which
                  include any Saker Person; (c) any partnership owned in whole
                  or in part by any Saker Person or owned in whole or in part by
                  one or more entities which are either owned in whole or in
                  part by any Saker Person or of which any Saker Person is a
                  beneficiary or (d) any estate of which any Saker Person is a
                  beneficiary.

                  "Responsible Officer" shall mean, with respect to any person,
                  any senior vice president, executive vice president,
                  president, chief financial officer or chief accounting
                  officer, of such person.

                  "Saker Group" shall mean each spouse, sibling, child or
                  grandchild of Richard Saker, Gloria Saker, Joseph Saker,
                  Thomas Saker or Joseph Saker, Jr.

                  "Saker Person" means any (a) of Richard Saker, Gloria Saker,
                  Joseph Saker, Thomas Saker and/or Joseph Saker, Jr.; and/or
                  (b) member of the Saker Group.

                  "Total Revolving Commitment" shall mean the lesser of (i)
                  $28,000,000 and (ii) the sum of the Lenders' Revolving
                  Commitments.

           (b)The first three sentences of Section 2.01(d) of the Loan Agreement
    are hereby amended in their entirety to read as follows:

                  "Capital Expenditure Loans shall be available at all times
                  from the Second Amendment and Restatement Date through and
                  excluding the earlier of (i) the Termination Date and (ii)
                  June 30, 2002 (the "Capital Expenditure Facility Availability
                  Period"). At December 31, 2001, the sum of the principal
                  amount of all Capital Expenditure Loans made through December
                  31, 2001 will be amortized on the basis of a twenty-eight (28)
                  quarter amortization schedule, commencing on April 1, 2002. At
                  the end of such Capital Expenditure Facility Availability
                  Period, the sum of the principal amount of all Capital
                  Expenditure Loans made between January 1, 2002 and the end of
                  such Capital Expenditure Facility Availability Period will be
                  amortized on the basis of a twenty-six (26) quarter
                  amortization schedule, commencing on October 1, 2002. The
                  Capital Expenditure Loans shall be, with respect to principal,
                  payable in equal quarterly installments based upon the
                  amortization schedules set forth above, on the first day of
                  each July, October, January and April subject to acceleration
                  upon the occurrence of an Event of Default under this
                  Agreement or the termination of this Agreement. In any event,
                  the entire principal amount of the Capital Expenditure Loans
                  shall be due and payable on the Final Maturity Date."

                                       3
<PAGE>
           Section 5.01A.(b)(i) of the Loan Agreement is hereby amended as
   follows:

                  (i) the number "forty-five (45)" appearing therein is replaced
                  with the number "one hundred and eighty (180)".

           Section 7.03 in the Loan Agreement is hereby amended in its entirety
   as follows:

                  "SECTION 7.03. Indebtedness. Incur, create, assume or permit
                  to exist any Indebtedness other than (i) Indebtedness secured
                  by Liens permitted under Section 7.01; provided, however, that
                  (x) Adjusted Indebtedness shall not exceed the sum of (1)
                  Adjusted Indebtedness for the acquisition of equipment at a
                  single New/Replacement Store Project (the "Alternative Capex
                  Financing") incurred at any time during the Capital
                  Expenditure Facility Availability Period; provided, however,
                  that (a) the Alternative Capex Financing shall be limited to
                  the lesser of $4,000,000 and the unused principal amount of
                  the Total Capital Expenditure Facility Commitment; (b) such
                  Alternative Capex Financing shall be incurred pursuant to
                  documents reasonably satisfactory to Agent; (c) no portion of
                  such Alternative Capex Financing shall be guaranteed by
                  Wakefern; (d) the Agent shall be notified in writing prior to
                  the incurrence of any such Alternative Capex Financing, which
                  notice shall designate such borrowing as the "Alternative
                  Capex Financing" and indicate the date on which such borrowing
                  shall occur; (e) the Borrowers shall be permitted to incur
                  only one borrowing with the Alternative Capex Financing; and
                  (f) simultaneously with the incurrence of such Alternative
                  Capex Financing, the Total Capital Expenditure Facility
                  Commitment shall be immediately and permanently reduced by
                  $4,000,000 and (2) (a) $550,000 in new Adjusted Indebtedness
                  incurred during Fiscal Year 1999; (b) $1,250,000 in new
                  Adjusted Indebtedness incurred during Fiscal Year 2000; (c)
                  $250,000 in new Adjusted Indebtedness incurred during Fiscal
                  Year 2001; (d)$8,000,000 in new Adjusted Indebtedness incurred
                  during Fiscal Year 2002 (provided, however, that such
                  Indebtedness shall be incurred in connection with no more than
                  two store locations and the amount of Indebtedness incurred
                  with respect to each individual store shall not exceed
                  $4,000,000); (e) $250,000 in new Adjusted Indebtedness
                  incurred during Fiscal Year 2003, and (f) $250,000 in new
                  Adjusted Indebtedness incurred during Fiscal Year 2004, in
                  each case for the Parent and its Subsidiaries, and provided,
                  further, that to the extent the full amount of permitted
                  Indebtedness as set forth in clauses (a) through (f) above is
                  not incurred in any particular Fiscal Year, such unused amount
                  may be "carried over" and utilized in the immediately
                  succeeding Fiscal Year only (but not in any subsequent Fiscal
                  Year), provided, however, that any Indebtedness incurred in
                  such immediately succeeding Fiscal Year shall first be applied
                  to the reduction of the regularly scheduled amount of
                  permitted Indebtedness as set forth in the foregoing clauses
                  (a) through (f),

                                       4
<PAGE>
                  as the case may be and secondly to any such
                  carryover amount; and provided, further, that the Adjusted
                  Indebtedness described in the foregoing clause (2) shall be
                  incurred pursuant to documents reasonably satisfactory to
                  Agent and (y) Indebtedness attributable to Capitalized Lease
                  Obligations in connection with real estate leases shall not
                  exceed an aggregate amount of (a) $5,865,000 in new
                  Indebtedness incurred during Fiscal Year 1999; (b) $21,691,000
                  in new Indebtedness incurred during Fiscal Year 2000; (c)
                  $12,000,000 in new Indebtedness incurred during Fiscal Year
                  2001; (d) $26,000,000 in new Indebtedness incurred during
                  Fiscal Year 2002; (e) $14,000,000 in new Indebtedness incurred
                  during Fiscal Year 2003 and (f) $0 in new Indebtedness
                  incurred during Fiscal Year 2004, in each case for the Parent
                  and its Subsidiaries and provided, further, that to the extent
                  the full amount of permitted Indebtedness as set forth in
                  clauses (a) through (f) above is not incurred in any
                  particular Fiscal Year, such unused amount may be "carried
                  over" and utilized in the immediately succeeding Fiscal Year
                  only (but not in any subsequent Fiscal Year), provided,
                  however, that any Indebtedness incurred in such immediately
                  succeeding Fiscal Year shall first be applied to the reduction
                  of the regularly scheduled amount of permitted Indebtedness as
                  set forth in the foregoing clauses (a) through (f), as the
                  case may be and secondly to any such carryover amount, (ii)
                  Indebtedness (including, without limitation, Guarantees)
                  existing on the date hereof and listed in Schedule 7.03
                  annexed hereto, but not the increase, extension, renewal or
                  refunding thereof if, pursuant to such increase, extension,
                  renewal or refunding, (x) the amount of the relevant
                  Indebtedness is increased, (y) the terms thereof and the
                  related interest rate do not fairly reflect market conditions
                  for companies in businesses and with credit standing similar
                  to the Parent or (z) such Indebtedness is more senior in rank
                  than that being so extended, renewed or refunded, (iii)
                  Indebtedness incurred hereunder and under the other Loan
                  Documents, (iv) Indebtedness of the Parent to Wakefern and
                  affiliates of Wakefern required to be incurred under the
                  Wakefern Shareholder Agreement, the Certificate of
                  Incorporation of Wakefern and/or the bylaws of Wakefern, (v)
                  Guarantees constituting the endorsement of negotiable
                  instruments for deposit or collection in the ordinary course
                  of business, (vi) Guarantees of the Obligations, (vii)
                  Subordinated Indebtedness, but not the increase, extension,
                  renewal or refunding thereof except as consented to by Agent
                  in writing, (viii) Indebtedness to banks with whom Borrowers
                  regularly bank with respect to uncollected funds in accordance
                  with past practices; (ix) Intercompany Indebtedness to the
                  extent permitted under Section 7.06 and (x) Indebtedness
                  relating to up to a $7 million potential construction loan in
                  or subsequent to Fiscal Year 2001 at the Bricktown
                  New/Replacement Store Project, provided that such loan be
                  permitted only under the condition that the loan be
                  outstanding no longer than 24 months, that the landlord has
                  permanent take-out financing in place at the time such loan is
                  entered into and that the terms and conditions of such

                                       5
<PAGE>
                  construction loan financing, permanent take-out financing and
                  all lease arrangements with respect to the Bricktown
                  New/Replacement Store Project be in conformity in all material
                  respects with the terms and conditions approved by Agent in
                  writing prior to Borrower entering into any material
                  undertaking with respect to such Bricktown New/Replacement
                  Store Project; provided, however, that Agent agrees to make
                  reasonable efforts to communicate with Borrowers on a
                  reasonably prompt basis regarding terms and conditions that
                  are acceptable to Agent and/or the Lenders."

           Section 7.04 of the Loan Agreement is hereby amended in its entirety
   as follows:

                  "Section 7.04. Dividends, Distributions and Payments. Declare
                  or pay, directly and indirectly, any cash dividends or make
                  any other distribution, whether in cash, property, securities
                  or a combination thereof, with respect to (whether by
                  reduction of capital or otherwise) any shares of its capital
                  stock or directly or indirectly redeem, purchase, retire or
                  otherwise acquire for value (or permit any Subsidiary to
                  purchase or acquire) any shares of any class of its capital
                  stock or set aside any amount for any such purpose, except
                  that (i) any Subsidiary of the Parent may pay dividends to a
                  Borrower; (ii) distributions of Common Stock of the Parent may
                  be made to shareholders of the Parent other than Wakefern and
                  its Subsidiaries or affiliates; and (iii) Parent may redeem or
                  repurchase its common stock for an aggregate purchase price
                  not to exceed $5,000,000 during the term of this Agreement,
                  provided, however, (a) both prior to and immediately after
                  giving effect to such redemption or repurchase, each Borrower
                  and Guarantor is "solvent" as such term is used under
                  applicable corporate law and insolvency law and each Borrower
                  and Guarantor shall comply with the representations and
                  warranties set forth in Section 4.17 hereof; (b) Agent and
                  Lender shall have received evidence that the redemption or
                  repurchase of the Parent's common stock will not violate: (1)
                  any provision of law, statute, rule or regulation applicable
                  to any Borrower or any Guarantor (including, without
                  limitation Rules 10b-18 and 13e-3 under the Securities
                  Exchange Act of 1934) or certificate or articles of
                  incorporation or other applicable constitutive documents or
                  the by-laws of any Borrower, any Guarantor, or its
                  Subsidiaries, as the case may be; or (2) any order of any
                  court, or any rule, regulation or order of any other agency of
                  government binding upon any Borrower, any Guarantor, or its
                  Subsidiaries; (c) no Borrower or Guarantor may redeem or
                  repurchase any shares of any class of stock from Joseph Saker,
                  Gloria Saker, Richard Saker, Joseph J. Saker, Jr., Thomas
                  Saker or any Subsidiary of the Parent or more than 25,000
                  shares of all classes of stock in the aggregate from any
                  Related Family Transferees; and (d) Borrowers and Guarantors
                  shall have delivered to Agent and Lenders such information
                  regarding such redemption and/or repurchase as Agent shall
                  reasonably request. Notwithstanding the foregoing, no payment

                                       6
<PAGE>
                  referred to herein may be made unless both before and
                  immediately after giving effect thereto, there shall exist and
                  be continuing no Default or Event of Default and all other
                  conditions and restrictions with respect to such payment under
                  this Agreement shall have been satisfied."

           (f) Section 7.06 is hereby amended by:

                  (i)  deleting the word "and" at the end of item "(j)" therein;

                  (ii) deleting the period at the end of item "(k)" thereof and
           inserting a semi-colon and the word "and" therein;

                  (iii)inserting a new item "(l)" to read in its entirety as
           follows:

                        "(l) loans made by a Borrower and/or Guarantor to its
                        employees up to a maximum of $50,000 in the aggregate
                        for all Borrowers and Guarantors."

           (g) Section 7.10(b) in the Loan Agreement is hereby amended in its
  entirety as follows:

                  "(b) Capital Expenditures relating to New/Replacement Store
                  Projects (excluding Capital Expenditures for real estate
                  assets acquired pursuant to Capitalized Lease Obligations,
                  hereinafter referred to as "Store Project Capex") in any
                  Fiscal Year in an aggregate amount in excess of the following
                  amounts for the Parent and its Subsidiaries on a Consolidated
                  basis:

                  -----------------------------------------------------------
                                            Store Project Capex
                  -----------------------------------------------------------

                  -----------------------------------------------------------
                  Fiscal Year 2000             $9,303,922
                  -----------------------------------------------------------
                  -----------------------------------------------------------
                  Fiscal Year 2001             $13,000,000
                  -----------------------------------------------------------
                  -----------------------------------------------------------
                  Fiscal Year 2002             $4,500,000
                  -----------------------------------------------------------
                  -----------------------------------------------------------
                  Fiscal Year 2003             $11,500,000
                  -----------------------------------------------------------
                  -----------------------------------------------------------
                  Fiscal Year 2004 and each    $0
                  Fiscal Year thereafter
                  -----------------------------------------------------------

                  provided, however, that to the extent the full amount of
                  permitted Store Project Capex is not incurred in any
                  particular Fiscal Year, such unused amount may be "carried
                  over" and utilized in the immediately succeeding Fiscal Year
                  only (but not in any subsequent Fiscal Year), provided,
                  however, that any such Store Project Capex incurred in such
                  immediately succeeding Fiscal Year shall first be applied to
                  the reduction of the amount of permitted Store Project Capex
                  for the fiscal year in which such Store Project Capex is made
                  and secondly to any such carryover amount."

                                       7
<PAGE>
           (h) Schedule 2.01 to the Loan Agreement is replaced with the
      corresponding Schedule 2.01 to this First Amendment.

           (i) Section 11.01(b) to the Loan Agreement is hereby amended in its
      entirety as follows:

               "(b) if to Agent, at GMAC Business Credit, LLC, 461 Fifth Avenue,
               21st Floor, New York, New York 10017, Attention: Richard Peller,
               with a copy to Hahn & Hessen LLP, 350 Fifth Avenue, New York,
               New York 10118, Attention: Leonard Lee Podair, Esq.; and"

          3. Conditions of Effectiveness.  This First Amendment shall become
     effective upon satisfaction of the following conditions precedent:

               (i) Agent and Lenders shall have received in form and substance
               satisfactory to Agent and Lenders five (5) copies of this First
               Amendment duly executed by each Borrower and consented to by
               Guarantors;

               (ii) Each Lender shall have received a fully executed Fourth
               Amended and Restated Revolving Note executed by Borrowers in
               favor of Agent;

               (iii) the executed opinion of counsel from Giordano, Halleran &
               Ciesla in form and substance satisfactory to Agent and Lenders,
               which shall cover such matters incident to the transaction
               contemplated by this First Amendment as Agent and Lenders may
               request; and

               (iv)  A certificate of the Secretary of the Borrowers and the
               Guarantors, including the charter and by-laws of the Borrowers
               and Guarantors and copies of the resolutions authorizing the
               execution, deliver and performance of this First Amendment, in
               each instance in form and substance satisfactory to Agent and
               Lenders.

     4. Representations and Warranties.  Each Borrower and Guarantor hereby
 represents and warrants as follows:

          (a) This First Amendment and the Loan Agreement, as amended hereby,
 constitute legal, valid and binding obligations of Borrowers and Guarantors and
 are enforceable against Borrowers and Guarantors in accordance with their
 respective terms;

          (b) Upon the effectiveness of this First Amendment, each Borrower and
 Guarantor hereby reaffirms all covenants, representations and warranties made
 in the Loan Agreement to the extent the same are not amended hereby and agree
 that all such covenants, representations and warranties shall be deemed to have
 been remade as of the effective date of this First Amendment;

          (c) No Event of Default or Default has occurred and is continuing or
 would exist after giving effect to this First Amendment; and

                                       8
<PAGE>
          (d) No Borrower or Guarantor has any defense, counterclaim or offset
 with respect to the Loan Agreement.

     5. Effect on the Loan Agreement.

          (a) Upon the effectiveness of Section 2 hereof, each reference in the
 Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
 like import shall mean and be a reference to the Loan Agreement as amended
 hereby.

          (b) Except as specifically amended herein, the Loan Agreement, and all
 other documents, instruments and agreements executed and/or delivered in
 connection therewith, shall remain in full force and effect, and are hereby
 ratified and confirmed.

          (c) The execution, delivery and effectiveness of this First Amendment
 shall not operate as a waiver of any right, power or remedy of Agent or
 Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any
 other documents, instruments or agreements executed and/or delivered under or
 in connection therewith.

     6. Governing Law. This First Amendment shall be binding upon and inure to
 the benefit of the parties hereto and their respective successors and assigns
 and shall be governed by and construed in accordance with the laws of the State
 of New York.

     7. Headings. Section headings in this First Amendment are included herein
 for convenience of reference only and shall not constitute a part of this First
 Amendment for any other purpose.

     8. Counterparts; Facsimile. This First Amendment may be executed by the
 parties hereto in one or more counterparts, each of which shall be deemed an
 original and all of which when taken together shall constitute one and the same
 agreement. Any signature delivered by a party by facsimile transmission shall
 be deemed to be an original signature hereto.


                                       9
<PAGE>






      IN WITNESS WHEREOF, this First Amendment has been duly executed as of the
day and year first written above.

                                    NEW LINDEN PRICE RITE, INC.,
                                    as Borrower and as Guarantor


                                    By:
                                        Name:   Michael Shapiro
                                        Title:  Sr. Vice President


                                    FOODARAMA SUPERMARKETS, INC.,
                                    as Borrower and as Guarantor


                                    By:
                                        Name:   Michael Shapiro
                                        Title:  Sr. Vice President


                                    GMAC BUSINESS CREDIT, LLC,
                                    as Agent


                                    By:
                                        Name:
                                        Title:


                                    GMAC BUSINESS CREDIT, LLC,
                                    as Lender


                                    By:
                                        Name:
                                        Title:





                                       10
<PAGE>





                                    THE CHASE MANHATTAN BANK,
                                    as Lender


                                    By:
                                        Name:
                                        Title:


                                    CITIZEN BUSINESS CREDIT COMPANY,
                                    as Lender


                                    By:
                                        Name:
                                        Title:


                                    CONSENTED AND AGREED TO:


                                    SHOP RITE OF READING, INC.,
                                    as Guarantor


                                    By:
                                        Name:      Michael Shapiro
                                        Title:     Sr. Vice President


                                    SHOP RITE OF MALVERNE, INC.,
                                    as Guarantor


                                    By:
                                        Name:     Michael Shapiro
                                        Title:    Sr. Vice President




                                       11
<PAGE>

                                                      SCHEDULE 2.01


                                                      COMMITMENTS


GMAC Business Credit, LLC:

      Revolving Commitment                            $12,727,272.72

      Term Commitment                                 $ 4,545,454.54

      Capital Expenditure Facility Commitment         $ 9,090,909.10
                                                      --------------

                                          Total:      $26,363,636.36


The Chase Manhattan Bank:

      Revolving Commitment                            $ 7,636,363.64

      Term Commitment                                 $ 2,727,272.73

      Capital Expenditure Facility Commitment         $ 5,454,545.45
                                                      --------------

                                          Total:      $15,818,181.82


Citizens Business Credit Company:

      Revolving Commitment                            $ 7,636,363.64

      Term Commitment                                 $ 2,727,272.73

      Capital Expenditure Facility Commitment         $ 5,454,545.45
                                                      --------------

                                          Total:      $15,818,181.82



                                       12
<PAGE>