THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
                 REVOLVING LOAN, GUARANTY AND SECURITY AGREEMENT

     THIS THIRD  AMENDMENT (this  "Amendment")  dated as of July 22, 1999 by and
among  FLEET BANK,  N.A.  (as  successor  to NatWest  Bank,  N.A.  and  National
Westminster  Bank NJ,  "Fleet"),  having an office at 208 Harristown  Road, Glen
Rock, New Jersey 07452,  SOVEREIGN BANK  ("Sovereign"),  having an office at 901
West Park Avenue,  Ocean, New Jersey 07712 (Fleet and Sovereign are individually
referred to herein as a "Bank" and  collectively  as the  "Banks"),  FLEET BANK,
N.A., as agent for the Banks hereunder (in such capacity,  the "Agent"),  having
an  office  at 208  Harristown  Road,  Glen  Rock,  New  Jersey  07452,  SUPREMA
SPECIALTIES,  INC. (the "Borrower"), a New York corporation,  with its principal
place of business at 510 East 35th Street,  Paterson,  New Jersey 07543, SUPREMA
SPECIALTIES  WEST, INC.  ("Suprema  West"), a California  corporation,  with its
principal  place of business at 14253 South  Airport  Way,  Manteca,  California
95336 and SUPREMA SPECIALTIES NORTHEAST, INC. ("Suprema Northeast"),  a New York
corporation, with its principal place of business at 30 Main Street, Ogdensburg,
New York 13669 (Suprema West and Suprema Northeast are collectively  referred to
as the "Guarantor") to that certain SECOND AMENDED AND RESTATED  REVOLVING LOAN,
GUARANTY AND SECURITY  AGREEMENT  dated as of December 16, 1998,  as amended and
modified  by that  certain  First  Amendment  to  Second  Amended  and  Restated
Revolving Loan,  Guaranty and Security Agreement dated as of May 28, 1999 and by
that certain  Second  Amendment to Second Amended and Restated  Revolving  Loan,
Guaranty and Security  Agreement  dated as of June 30, 1999  (collectively,  the
"Loan Agreement") by and among Fleet, Sovereign, the Agent, the Borrower and the
Guarantor.


                              W I T N E S S E T H:

     WHEREAS,  the Borrower and the Guarantor  have requested that the revolving
credit facility maintained pursuant to the Loan Agreement be increased; and

     WHEREAS,  Sovereign has agreed to make such additional loan to the Borrower
subject to terms and conditions set forth herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged), the parties hereto hereby agree as follows:

     Section 1. Defined Terms; Effect of Amendment.

     (a) All  capitalized  terms  used  herein  which  are  defined  in the Loan
Agreement and not otherwise defined herein are used herein as defined therein.


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     (b) This  Amendment  is an  amendment  to the Loan  Agreement.  Unless  the
context  of this  Amendment  otherwise  requires,  the Loan  Agreement  and this
Amendment  shall be read together and shall have effect as if the  provisions of
the Loan Agreement and this Amendment were contained in one agreement. After the
effective  date of this  Amendment,  all references in the Loan Agreement to the
"Agreement", "this Agreement",  "hereto", "hereof", "hereunder" or words of like
import  referring to the Loan Agreement shall mean the Loan Agreement as amended
by this Amendment,  and all references in the Notes and the other Loan Documents
to the  Loan  Agreement  shall  mean  the  Loan  Agreement  as  amended  by this
Amendment.

     Section 2. Amendments to Loan Agreement.

     (a) The following  definitions set forth in SECTION 1 of the Loan Agreement
are hereby amended in their entirety to read as follows:

          "'Commitment'  means for the period from and including the Closing to,
          but excluding the  Commitment  Expiration  Date, the commitment of the
          Banks to make Loans to the Borrower  pursuant to this  Agreement in an
          aggregate  principal  amount  not to  exceed  at any time  outstanding
          $40,000,000, as such amount may be reduced pursuant to Section 5.2.

          'Notes' means those certain Secured Revolving Notes dated December 16,
          1998 and July __,  1999 made by the  Borrower in favor of the Banks in
          the aggregate  principal amount of up to $40,000,000,  which Notes are
          given in  substitution  for certain  notes dated  October 19, 1998 and
          June 30, 1999, but not in cancellation, discharge or extinguishment of
          the indebtedness formerly evidenced by such notes."

     (b)  SECTION  2.1 of the Loan  Agreement  is amended  and  restated  in its
entirety to read as follows:

          "2.1 Commitment;  Maximum Credit.  Subject to the terms and conditions
          of this  Agreement,  each Bank  severally  agrees to make loans to the
          Borrower   (hereinafter   collectively  referred  to  as  "Loans"  and
          individually  as a "Loan"),  from time to time before the  Termination
          Date, in such amounts as Borrower may from time to time  request,  not
          to exceed at any time  outstanding the amount set opposite such Bank's
          name  below;   provided,   however,  that  the  aggregate  outstanding
          principal  amount  of Loans at any time  outstanding  shall at no time
          exceed the lesser of (A) the  Commitment,  or (B) the  Borrowing  Base
          (the "Maximum Credit"):


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                  Name of Bank                           Amount
                  ------------                           ------

                  Fleet Bank, N.A.                       $25,000,000.00

                  Sovereign Bank                         $15,000,000.00


                                                TOTAL    $40,000,000.00

          Each Loan  shall be made by each  Bank in the  proportion  which  that
          Bank's  Commitment  bears  to  the  total  amount  of all  the  Banks'
          Commitments;  provided,  however, that the failure of any Bank to make
          any  requested  Loan to be made by it on the date  specified  for such
          Loan shall not relieve each other Bank of its  obligation  (if any) to
          make such Loan on such date, but no Bank shall be responsible  for the
          failure  of any other  Bank to make any Loan to be made by such  other
          Bank. Subject to the terms hereof, the Borrower may borrow, prepay and
          reborrow,  and may  continue and convert any Loan in  accordance  with
          Section 2.5, until the Termination  Date. The Banks have no obligation
          to make any Loan on or after the Termination Date."

     Section 3. Representations and Warranties. In order to induce the Agent and
the Banks to enter into this Amendment,  the Borrower and the Guarantor make the
following representations and warranties to the Agent and the Banks, which shall
survive the execution and delivery hereof:

     (a) It is a corporation duly  incorporated and validly existing and in good
standing under the laws of the  jurisdiction  of its  incorporation  and has the
corporate power to execute,  deliver and perform its obligations  under the Loan
Agreement as amended by this Amendment;

     (b) The execution and delivery of this Amendment has been authorized by all
necessary  corporate  action on its part,  this Amendment has been duly executed
and  delivered  by it; and this  Amendment  and the Loan  Agreement,  as amended
hereby,  constitutes the legal, valid and binding  obligations of it enforceable
against  it in  accordance  with its terms  subject  to  applicable  bankruptcy,
fraudulent conveyance,  insolvency,  reorganization,  moratorium or similar laws
affecting  the  enforcement  of  creditors  rights  generally,  and  by  general
equitable  principles (whether enforcement is sought in proceedings in equity or
at law).

     (c)  Neither  the  execution  and  delivery  of  this  Amendment,  nor  the
consummation by the Borrower and the Guarantor of the


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transactions  herein  contemplated,  nor  compliance  by each  with  the  terms,
conditions and provisions hereof will conflict with or result in a breach of any
of the terms,  conditions or provisions of (i) its Certificate of  Incorporation
or By-Laws; (ii) any material agreement or instrument to which it is now a party
or by which it or its property is, or may be, bound (except any  agreement  with
the Banks),  or  constitute a default  thereunder,  or result  thereunder in the
creation or  imposition  of any security  interest,  mortgage,  lien,  charge or
encumbrance of any nature whatsoever upon any of its properties or assets; (iii)
any judgment or order,  writ,  injunction  or decree of any court to which it is
subject; or (iv) any Requirement of Law;

     (d) No action  of, or  filing  with,  any  governmental  or public  body or
authority is required to authorize,  or is otherwise required in connection with
the execution, delivery and performance of this Amendment;

     (e) Without  limiting the generality of clause (c) above, (i) the execution
and delivery of this  Amendment  shall not result in a breach,  nor constitute a
default  under the terms and  conditions  of the New Senior  Subordinated  Notes
(including,  without  limitation,  the terms and conditions of that certain Note
Agreement  dated as of March 9, 1998 among the  Borrower and the holders of said
notes), and (ii) no consent,  waiver or modification is necessary  thereunder in
order to execute and deliver  this  Amendment or for the Borrower to perform its
obligations under this Amendment;

     (f) No Event of Default has  occurred and is  continuing,  and no event has
occurred which, with notice, lapse of time or both, would constitute an Event of
Default; and

     (g) The  representations and warranties set forth in the Loan Agreement and
the other  Loan  Documents  are true and  correct  as of the date  hereof in all
material respects.

     Section 4.  Conditions  Precedent.  This  Amendment  shall not be effective
until the Agent shall have received originals of the following documents and the
following conditions shall have been satisfied in full:

     (a) this Amendment  executed by the Banks,  the Agent, the Borrower and the
Guarantor;

     (b) the Secured  Revolving  Note made by the Borrower in favor of Sovereign
in the aggregate principal amount of up to $15,000,000;

     (c) an opinion of counsel for Borrower and  Guarantor in form and substance
satisfactory to the Agent;


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     (d) Good  Standing  Certificates  of the  Borrower and  Guarantor  from the
Secretary of States of New Jersey, New York and California, respectively;

     (e) Secretary's  Certificates  of the Borrower and the Guarantor  attaching
incumbency certificate,  Certificate of Incorporation,  by- laws and resolutions
of the Board of Directors authorizing the transaction; and

     (f) Borrower  and  Guarantor  shall have  delivered  such other  documents,
information,  agreements and opinions  reasonably  required by the Agent and the
Banks.

     Section 5. Expenses.  The Borrower and the Guarantor shall pay, jointly and
severally,  all  reasonable  expenses  of the  Agent and the  Banks,  including,
without  limitation,  the  reasonable  legal fees  incurred by the Agent and the
Banks in connection with the  preparation,  negotiation,  execution and delivery
and review of this Amendment,  and all other documents and instruments  executed
in connection  with this  transaction and all filing and search fees incurred in
connection herewith.

     Section 6. Full Force and  Effect.  Except as  expressly  modified  by this
Amendment,  all of the terms and conditions of the Loan Agreement shall continue
in full force and  effect,  and all  parties  hereto  shall be  entitled  to the
benefits  thereof.  This Amendment is limited as written and shall not be deemed
(i) to be an  amendment  of or a consent  under or  waiver of any other  term or
condition of the Loan Agreement,  or (ii) to prejudice any right or rights which
the  Agent  and/or  the  Banks  now have or may have in the  future  under or in
connection with the Loan Agreement or the other Loan Documents.

     Section 7. Security Interests. It is agreed and confirmed that after giving
effect to this Amendment, the security interests granted by the Borrower and the
Guarantor  pursuant to the Loan Agreement and the other Loan Documents  continue
to secure as a first priority Lien on the Assets described in Section 8.1 of the
Loan  Agreement,  inter alia, to the Banks the prompt and full payment of all of
the Obligations arising under the Loan Agreement,  as amended by this Amendment,
and to secure to Fleet the  reimbursement and repayment of the Letter of Credit,
the Master Agreement Obligations and the Fleet Mortgage Loan.

     Section 8. Guarantor.  The Guarantor,  by their  signatures  below,  hereby
acknowledge  and agree to the  changes to the Loan  Agreement  set forth in this
Amendment.  The Guarantor  hereby confirms that their joint and several guaranty
as set forth in Section 7 of the Loan Agreement remains in full force and effect
and that the



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Obligations  guaranteed include,  without limitation,  those Obligations arising
under the Loan Agreement as amended by this Amendment and that, to secure to the
Banks the prompt and full payment and performance of all of the Obligations, and
to secure to Fleet the reimbursement and repayment of the Letter of Credit,  the
Master Agreement  Obligations and the Fleet Mortgage Loan, they have jointly and
severally  granted to the Agent for the  ratable  benefit of the Banks,  a first
priority  continuing  security  interest and Lien in and to all of the Assets as
described in Section 8.1 of the Loan Agreement.

     Section 9.  Counterparts.  This  Amendment may be executed in any number of
counterparts,  each of which when so executed shall be deemed to be an original,
and all which when taken together shall constitute one and the same agreement.

     Section 10.  Governing Law. This Amendment,  including the validity thereof
and the rights and obligations of the parties  hereunder,  shall be construed in
accordance with and governed by the laws of the State of New Jersey.

     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
day and year first above written.

                                                 SUPREMA SPECIALTIES, INC.
                                                 ("Borrower")


                                                 By:___________________________
                                                 Name:  Mark Cocchiola
                                                 Title: President


                                                 SUPREMA SPECIALTIES WEST, INC.
                                                 ("Guarantor")


                                                 By:___________________________
                                                 Name:  Mark Cocchiola
                                                 Title: President


                                                 SUPREMA SPECIALITIES NORTHEAST,
                                                 INC. ("Guarantor")


                                                 By:___________________________
                                                 Name:  Mark Cocchiola
                                                 Title: President



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                                                 FLEET BANK, N.A. ("Agent")


                                                 By:___________________________
                                                 Name: Edward J. Waterfield
                                                 Title: Senior Vice President


                                                 FLEET BANK, N.A. ("Fleet")


                                                 By:___________________________
                                                 Name: Edward J. Waterfield
                                                 Title: Senior Vice President


                                                 SOVEREIGN BANK ("Sovereign")


                                                 By:___________________________
                                                 Name: Edward C. Gurskis
                                                 Title: Senior Vice President


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