================================================================================



                            SUPREMA SPECIALTIES, INC.


                             -----------------------
                          SECURITIES PURCHASE AGREEMENT
                             -----------------------



                            DATED AS OF MARCH 9, 1998

          $10,500,000 16.5% SENIOR SUBORDINATED NOTES DUE MARCH 1, 2006

                    105,000 WARRANTS TO PURCHASE COMMON STOCK




================================================================================

<PAGE>


                                TABLE OF CONTENTS
                                                                            PAGE

1.   PURCHASE AND SALE OF SECURITIES........................................  1
     1.1   Issue of Securities by the Company...............................  1
     1.2   The Closing......................................................  2
     1.3   Original Issue Discount..........................................  2

2.   WARRANTIES AND REPRESENTATIONS OF THE COMPANY..........................  3
     2.1   Nature of Business...............................................  3
     2.2   Financial Statements; Debt; Material Adverse Change..............  3
     2.3   Subsidiaries and Affiliates......................................  4
     2.4   Title to Properties..............................................  5
     2.5   Taxes............................................................  5
     2.6   Pending Litigation...............................................  6
     2.7   Corporate Organization and Authority.............................  6
     2.8   Charter Instruments, Other Agreements............................  6
     2.9   Restrictions on the Company......................................  7
     2.10  Compliance with Law..............................................  7
     2.11  Pension Plans....................................................  7
     2.12  Environmental Compliance.........................................  8
     2.13  Due Authorization; Enforceability................................  9
     2.14  Governmental Consent to Sale of Purchased Securities............. 10
     2.15  Hart-Scott-Rodino Compliance..................................... 10
     2.16  No Defaults...................................................... 10
     2.17  Private Offering of Purchased Securities......................... 11
     2.18  Use of Proceeds.................................................. 11
     2.19  Capitalization................................................... 11
     2.20  Solvency......................................................... 12
     2.21  Full Disclosure.................................................. 13

3.   REPRESENTATIONS OF THE PURCHASER....................................... 13
     3.1   Purchase for Investment.......................................... 13
     3.2   ERISA............................................................ 13
     3.3   Accredited Investor.............................................. 15

4.   CLOSING CONDITIONS..................................................... 15
     4.1   Opinions of Counsel.............................................. 15
     4.2   Warranties and Representations True; Compliance.................. 16
     4.3   Officers' Certificates........................................... 16
     4.4   Legality......................................................... 16
     4.5   Financing Documents.............................................. 16
     4.6   Reservation of Shares............................................ 17
     4.7   Certain Consents................................................. 17
     4.8   Private Placement Numbers........................................ 17
     4.9   Transaction Fee.................................................. 17
     4.10  Fees and Expenses................................................ 18
     4.11  Other Purchaser.................................................. 18
     4.12  Proceedings Satisfactory......................................... 18

                                        i

<PAGE>


                            TABLE OF CONTENTS (Cont.)
                                                                            PAGE

5.   INTERPRETATION OF THIS AGREEMENT....................................... 18
     5.1   Terms Defined.................................................... 18
     5.2   Other Definitions................................................ 20
     5.3   Section Headings and Table of Contents and Construction.......... 20
     5.4   Governing Law.................................................... 20

6.   MISCELLANEOUS.......................................................... 21
     6.1   Communications................................................... 21
     6.2   Reproduction of Documents........................................ 21
     6.3   Survival......................................................... 21
     6.4   Successors and Assigns........................................... 22
     6.5   Amendment and Waiver............................................. 22
     6.6   Expenses......................................................... 22
     6.7   Waiver of Jury Trial; Consent to Jurisdiction; Etc............... 22
     6.8   Indemnification of The Purchaser................................. 23
     6.9   Entire Agreement................................................. 24
     6.10  Execution in Counterpart......................................... 24

Annex 1        -- Information as to Purchasers
Annex 2        -- Payment Instructions at Closing; Address of Company 
                    for Notices
Annex 3        -- Information as to Company

Exhibit 1.1(a) -- Form of Note Agreement
Exhibit 1.1(b) -- Form of Warrant Agreement
Exhibit 4.1(a) -- Form of Opinion of Company Counsel
Exhibit 4.1(b) -- Form of Opinion of Purchasers' Counsel
Exhibit 4.3(a) -- Form of Officers' Certificate
Exhibit 4.3(b) -- Form of Secretary's Certificate
Exhibit 4.3(c) -- Form of Subsidiary Guarantor Secretary's Certificate
Exhibit 4.5(c) -- Form of Subsidiary Guaranty

                                       ii

<PAGE>


                            SUPREMA SPECIALTIES, INC.

                          SECURITIES PURCHASE AGREEMENT

          $10,500,000 16.5% SENIOR SUBORDINATED NOTES DUE MARCH 1, 2006

                    105,000 WARRANTS TO PURCHASE COMMON STOCK

                                                       Dated as of March 9, 1998

[Separately addressed to each of the Purchasers
Listed on Annex 1 hereto]

Ladies and Gentlemen:

     SUPREMA  SPECIALTIES,  INC.  (together  with any successors and assigns who
become such in accordance  herewith,  the  "Company"),  a New York  corporation,
hereby agrees with you as set forth below.

1.   PURCHASE AND SALE OF SECURITIES

     1.1  Issue of Securities by the Company.

          (a)  Issue of  Notes.  The  Company  will  authorize  the issue of Ten
     Million Five Hundred Thousand Dollars  ($10,500,000) in aggregate principal
     amount of its 16.5% Senior  Subordinated  Notes due March 1, 2006 (all such
     notes, whether initially issued, or issued in exchange or substitution for,
     any  such  note,  in each  case in  accordance  with  the  Note  Agreement,
     collectively,  the "Notes").  The Notes shall be issued  pursuant to a Note
     Agreement (as may be amended,  restated or otherwise  modified from time to
     time in accordance  with the terms  thereof,  the "Note  Agreement") in the
     form of  Exhibit . The Notes  shall be in the form of  Attachment  A to the
     Note Agreement,  and shall have the terms as provided in the Note Agreement
     and in the Notes.

          (b) Issue of  Warrants.  The Company  will  authorize  the issue of an
     aggregate of one hundred five thousand  (105,000) Warrants (the "Warrants")
     to purchase  shares of Common Stock.  The Warrants shall be issued pursuant
     to a Warrant Agreement (as may be amended,  restated or otherwise  modified
     from  time to time in  accordance  with the  terms  thereof,  the  "Warrant
     Agreement")  in the form of  Exhibit . The  certificates  representing  the
     Warrants (the "Warrant  Certificates") shall be in the form of Attachment A
     to the Warrant Agreement, and the Warrants shall have the terms provided in
     the Warrant Certificates and the Warrant Agreement.

                                        1

<PAGE>


     1.2  The Closing.

          (a)  Purchase  and Sale of Purchased  Securities.  The Company  hereby
     agrees to sell to you and you hereby agree to purchase from the Company, in
     accordance with the provisions  hereof,  the aggregate  principal amount of
     Notes set forth  below  your  name on Annex 1 and the  aggregate  amount of
     Warrants  set forth  below your name on Annex 1, at an  aggregate  purchase
     price for such Notes and Warrants  equal to one hundred  percent  (100%) of
     the principal amount of Notes to be purchased.

          (b) The  Closing.  The  closing  (the  "Closing")  of the  sale of the
     Purchased  Securities will be held at 10:00 a.m.,  local time, on March 10,
     1998  or  such  other  time  and  date as the  Company,  you and the  Other
     Purchaser  shall  agree  (the  "Closing  Date"),  at the  office  of Tenzer
     Greenblatt LLP, 405 Lexington  Avenue,  23rd Floor,  New York, New York. At
     the Closing:

               (i) the  Company  will  deliver  to you one or more Notes (as set
          forth below your name on Annex 1), in the  denominations  indicated on
          Annex 1, in the aggregate principal amount of your purchase, dated the
          Closing  Date and  registered  in the name of the holder  indicated on
          Annex 1; and

               (ii)  the  Company  will  deliver  to  you  one or  more  Warrant
          Certificates  (as set forth below your name on Annex 1),  representing
          the number of Warrants indicated on such Annex 1 and registered in the
          name of the holder indicated on Annex 1;

     against  payment by federal  funds wire transfer in  immediately  available
     funds of the purchase price  therefor,  as directed by the Company on Annex
     2,  which  shall be an account  at a bank  located in the United  States of
     America.

          (c) Other Purchaser. Contemporaneously with the execution and delivery
     hereof,  the  Company  is  entering  into a  separate  Securities  Purchase
     Agreement identical (except for the name and signature of the purchaser) to
     this Agreement (this Agreement and such other separate  Securities Purchase
     Agreement,  each as from time to time  amended or  modified,  being  herein
     sometimes referred to as the "Securities Purchase Agreements") with another
     purchaser (the "Other Purchaser") listed on Annex 1, providing for the sale
     to the Other Purchaser of the Purchased Securities set forth below its name
     on such  Annex.  The sales of the  Purchased  Securities  to you and to the
     Other Purchaser are separate sales.

     1.3  Original Issue Discount.

     You and the Company agree that:

          (a) the portion of the purchase price attributable to the Notes is Ten
     Million Four Hundred Fifty Thousand Dollars ($10,450,000); and

          (b) the portion of the purchase  price  attributable  to the Warrants,
     and therefore,  the amount of original issue  discount  attributable,  as a
     result of the delivery of the Warrants,  to the Notes issued by the Company
     in accordance with the terms and

                                        2

<PAGE>


     conditions of this Agreement, is equal to Fifty Thousand Dollars ($50,000).
     Such portion of the  purchase  price  attributable  to the Warrants is less
     than the product of:

               (i) one-quarter of one percent  (0.25%) of the stated  redemption
          price at maturity  (as such term is defined in section  1273(a) of the
          IRC) of such Note; multiplied by

               (ii) the number of complete years to maturity of such Note.

You and the Company agree to use the  foregoing  for all United States  federal,
state  and  local  income  tax  purposes   with  respect  to  the   transactions
contemplated by the Financing  Documents.  You and the Company  acknowledge that
such original issue discount represents the Fair Market Value of the Warrants as
of the Closing Date.

2.   WARRANTIES AND REPRESENTATIONS OF THE COMPANY

     To induce you to enter into this  Agreement and to purchase and pay for the
Purchased Securities to be delivered to you at the Closing, the Company warrants
and represents, as of the Closing Date, as follows:

     2.1  Nature of Business.

     The Offering  Memorandum  describes  correctly in all material respects the
general  nature of the  business  and  principal  Properties  and  assets of the
Company.

     2.2  Financial Statements; Debt; Material Adverse Change.

          (a)  Financial  Statements.  The  Company  has  provided  you with the
     historical  financial  statements of the Company  contained in the Offering
     Memorandum  and those  described on Part 2.2(a) of Annex 3. Such  financial
     statements  present fairly in all material respects the financial  position
     of the  Company  and the  Subsidiaries  on a  consolidated  basis as of the
     respective   dates  specified  in  such  Part  and  the  results  of  their
     consolidated  operations  and cash  flows  for the  respective  periods  so
     specified in conformity with GAAP applied on a consistent  basis throughout
     the periods involved.

          (b) Debt. Part 2.2(b) of Annex 3 lists all Debt of the Company and the
     Subsidiaries as of the Closing Date, both before and after giving effect to
     the transactions  contemplated by the Financing Documents, and provides the
     following  information with respect to each item of such Debt: the obligor,
     each guarantor  thereof and each other Person  similarly  liable in respect
     thereof,  the  holder  thereof,  the  aggregate  amount of all  commitments
     thereunder  (and  the  allocation  of such  commitments,  if any,  as among
     revolving  credit Debt, term loan or similar Debt and other credits such as
     letter of credit or banker's acceptance facilities), the outstanding amount
     thereunder  and under each  individual  facility  thereunder,  the  current
     portion of the outstanding  amount,  the final maturity,  required  sinking
     fund payments, and a description of the collateral securing such Debt.

          (c) Liens.  Part 2.2 (c) of Annex 3 lists all Liens  securing  Debt of
     the Company and the  Subsidiaries in existence as of the Closing Date, both
     before and after

                                        3

<PAGE>


     giving effect to the transactions  contemplated by the Financing Documents,
     and  provides the  following  information  with  respect to each Lien:  the
     holder thereof, the outstanding amount of the Debt secured by such Lien and
     a description of the collateral.

          (d)  Contingent   Obligations.   There  are  no  Guaranties  or  other
     contingent  obligations in respect of which disclosure is required,  or for
     which  provisions  are required to be made, in the  consolidated  financial
     statements of the Company and the  Subsidiaries  in  accordance  with GAAP,
     other than those so disclosed,  and for which such provision has been made,
     in the financial statements referred to in Section 2.2(a).

          (e) Material  Adverse Change.  Since June 30, 1997,  there has been no
     change  in  the  business,   operations,   profits,   financial  condition,
     Properties  or business  prospects  of the  Company  and the  Subsidiaries,
     except changes that, in the aggregate,  could not reasonably be expected to
     have a Material Adverse Effect.

          (f) Projections.  The Company has delivered to you projected financial
     statements of the Company contained in the Offering Memorandum  (including,
     without   limitation,   those  entitled  "Project  Cheese"  reflecting  the
     Management   Case  and  dated   October  27,   1997)   (collectively,   the
     "Projections"). The assumptions used in preparation of the Projections were
     reasonable when made and continue to be reasonable.  Such  Projections have
     been prepared by the  executive and financial  personnel of the Company and
     the  Subsidiaries  in the  light of the  business  of the  Company  and the
     Subsidiaries.  Such  Projections  have been prepared in good faith,  have a
     reasonable  basis and represent the good faith opinion of the Company as to
     the   projected   results  of  the   operations  of  the  Company  and  the
     Subsidiaries.  No material facts have occurred since the preparation of the
     Projections  that,  if the Company were to prepare new  projections  on the
     Closing Date,  would cause such new  projections,  taken as a whole,  to be
     materially  different  from  the  Projections,  and  the  Company  and  the
     Subsidiaries  do not have,  on the Closing Date,  any material  obligations
     (whether accrued, matured,  absolute, actual, contingent or otherwise) that
     are not reflected in the Projections.

          (g)  Investments.  Part 2.2(g) of Annex 3 lists all Investments of the
     Company and the Subsidiaries outstanding on the Closing Date which, but for
     clause (h) of the definition of Restricted Investments, would be classified
     as Restricted  Investments  in accordance  with the  provisions of the Note
     Agreement.

     2.3  Subsidiaries and Affiliates.

          (a) Ownership of  Subsidiaries.  Part 2.3(a) of Annex 3 sets forth for
     each Subsidiary:

               (i) its full legal name;

               (ii) its jurisdiction of incorporation or organization; and

               (iii) the  percentage of the Voting Stock of which is held by the
          Company and each other Subsidiary.

                                        4

<PAGE>


          (b)  Affiliates.  Part  2.3(b) of Annex 3 sets  forth the name of each
     Affiliate  (other than members of the families of officers and directors of
     the Company) and the nature of the affiliation of such Affiliate.

     2.4  Title to Properties.

          (a)  General.  Each of the Company and the  Subsidiaries  has good and
     marketable  title  to all of the  Property  reflected  in the  most  recent
     balance sheet  referred to in Section  2.2(a)  (except as sold or otherwise
     disposed  of in the  ordinary  course of  business),  free  from  Liens not
     otherwise  permitted  by  provisions  of the  Note  Agreement.  Each of the
     Company  and the  Subsidiaries  has  maintained  and kept,  or caused to be
     maintained  and kept,  its  respective  properties in good repair,  working
     order and condition (ordinary wear and tear excepted).

          (b) Leases.  All leases  necessary  for the conduct of the business of
     the Company and the  Subsidiaries  are valid and subsisting and are in full
     force and effect, except for such failures to be valid and subsisting that,
     in the aggregate for all such failures, could not reasonably be expected to
     have a Material  Adverse  Effect.  Each such lease grants to the Company or
     the  Subsidiary  party  thereto  the  right to the quiet  enjoyment  of the
     premises leased thereunder during the term thereof.

          (c)  Intellectual  Property.  Each of the Company and the Subsidiaries
     owns,  possesses or has the right to use all of the intellectual  property,
     licenses, patents,  copyrights,  trademarks,  service marks and trade names
     necessary  for the  present and  currently  planned  future  conduct of its
     business,  without any known conflict with the rights of others, except for
     such  failures  to own,  possess,  or have the right to use,  that,  in the
     aggregate for all such failures, could not reasonably be expected to have a
     Material Adverse Effect.

     2.5  Taxes.

          (a) Returns Filed; Taxes Paid. All tax returns required to be filed by
     the Company, any Subsidiary and each other Person with which the Company or
     any Subsidiary files or has filed a consolidated return in any jurisdiction
     have in fact been filed on a timely basis. All taxes, assessments, fees and
     other  governmental  charges upon the Company and any such Person, and upon
     any of their respective Properties,  income or franchises, that are due and
     payable  have been  paid,  except  for such  failures  to pay that,  in the
     aggregate for all such Persons,  could not reasonably be expected to have a
     Material  Adverse Effect.  The Company knows of no proposed  additional tax
     assessment  against it or any such Person that could reasonably be expected
     to have a Material Adverse Effect.

          (b) Book  Provisions  Adequate.  The amount of the liability for taxes
     reflected in each of the balance sheets referred to in Section 2.2(a) is in
     each case an adequate  provision  for taxes as of the dates of such balance
     sheets (including,  without limitation, any payment due pursuant to any tax
     sharing  agreement) as are or may become  payable by any one or more of the
     Company  and the  other  Persons  consolidated  with  the  Company  in such
     financial  statements  in respect of all tax periods  ending on or prior to
     such dates.

                                        5

<PAGE>


     2.6  Pending Litigation.

          (a)  Pending  Litigation.   There  are  no  proceedings,   actions  or
     investigations pending or, to the Company's knowledge,  threatened, against
     or affecting the Company or any of the  Subsidiaries in any court or before
     any  Governmental  Authority or arbitration  board or tribunal that, in the
     aggregate  for all such  proceedings,  actions  and  investigations,  could
     reasonably be expected to have a Material Adverse Effect.

          (b) No  Violations.  Neither  the  Company  nor any  Subsidiary  is in
     violation of any judgment,  order, writ, injunction or decree of any court,
     Governmental  Authority,   arbitration  board  or  tribunal  that,  in  the
     aggregate for all such  violations,  could reasonably be expected to have a
     Material Adverse Effect.

     2.7  Corporate Organization and Authority.

     Each of the Company and each Subsidiary:

          (a) is a corporation duly  incorporated,  validly existing and in good
     standing under the laws of its state of incorporation;

          (b) has all corporate power and authority necessary to own and operate
     its  Properties  and to  carry  on its  business  as now  conducted  and as
     presently proposed to be conducted;

          (c) has all  licenses,  certificates,  permits,  franchises  and other
     governmental authorizations necessary to own and operate its Properties and
     to carry on its business as now conducted  and as presently  proposed to be
     conducted,  except where the failure to have such  licenses,  certificates,
     permits, franchises and other governmental authorizations, in the aggregate
     for all such failures,  could not reasonably be expected to have a Material
     Adverse Effect; and

          (d) has duly qualified or has been duly licensed, and is authorized to
     do business  and is in good  standing,  as a foreign  corporation,  in each
     state in the United States of America and in each other  jurisdiction where
     it is required to do so,  except  where the failure to be so  qualified  or
     licensed and authorized and in good standing, in the aggregate for all such
     failures,  could not  reasonably  be  expected  to have a Material  Adverse
     Effect.

     2.8  Charter Instruments, Other Agreements.

     Neither the Company nor any Subsidiary is in violation in any respect of:

          (a) any term of its certificate of incorporation or bylaws; or

          (b) any term in any  agreement  or other  instrument  to which it is a
     party or by which it or any of its Property  may be bound,  except for such
     violations  that,  in the  aggregate  for all such  violations,  could  not
     reasonably be expected to have a Material Adverse Effect.

                                        6

<PAGE>


     2.9  Restrictions on the Company.

     Neither the Company nor any Subsidiary:

          (a) is a party to any contract or agreement  that  restricts its right
     or ability to incur Debt or to issue Rights of the Company, as the case may
     be, other than the Financing  Documents and the  agreements  listed on Part
     2.9 (a) of Annex 3, none of which  restricts  the  issuance and sale of the
     Notes or the Warrants by the Company or the  execution  and delivery by the
     Company  and  the  Subsidiary   Guarantors  of,  or  compliance  with,  the
     Securities  Purchase  Agreements or the other Financing  Documents to which
     each is a party; or

          (b) has agreed or consented to cause or permit in the future (upon the
     happening of a contingency or otherwise)  any of its Property,  whether now
     owned or hereafter  acquired,  to be subject to a Lien not permitted by the
     provisions of the Note Agreement.

True,  correct and complete copies of each of the agreements,  if any, listed on
Part 2.9(a) of Annex 3 have been provided to you.

     2.10 Compliance with Law.

     Neither  the  Company  nor  any  Subsidiary  is in  violation  of any  law,
ordinance,  governmental  rule or regulation to which it is subject,  except for
such violations that, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect.

     2.11 Pension Plans.

          (a)  Operation  of Plans;  Liabilities.  The  Company  and each  ERISA
     Affiliate have operated and  administered  each Plan in compliance with all
     applicable  laws except for such  instances  of  noncompliance  as have not
     resulted  in and could not  reasonably  be expected to result in a Material
     Adverse  Effect.  Neither the Company nor any ERISA  Affiliate has incurred
     any  liability  pursuant to Title I or IV of ERISA or the penalty or excise
     tax provisions of the IRC relating to employee benefit plans (as defined in
     section 3 of ERISA), and no event, transaction or condition has occurred or
     exists that could reasonably be expected to result in the incurrence of any
     such liability by the Company or any ERISA Affiliate,  or in the imposition
     of any Lien on any of the  rights,  Properties  or assets of the Company or
     any ERISA  Affiliate,  in either case pursuant to Title I or IV of ERISA or
     to such penalty or excise tax provisions or to section 401(a)(29) or 412 of
     the IRC,  other than such  liabilities or Liens as  individually  or in the
     aggregate would not have a Material Adverse Effect.

          (b)  Relationship of Benefit  Liabilities to Plan Assets.  The present
     value of the aggregate  benefit  liabilities under each of the Plans (other
     than  Multiemployer  Plans),  determined  as of the end of such Plan's most
     recently  ended  plan  year  on  the  basis  of the  actuarial  assumptions
     specified  for  funding  purposes  in such  Plan's  most  recent  actuarial
     valuation report,  did not exceed the aggregate current value of the assets
     of such Plan  allocable  to such  benefit  liabilities.  The term  "benefit
     liabilities" has the

                                        7

<PAGE>


     meaning  specified in section 4001 of ERISA and the terms  "current  value"
     and "present value" have the meaning specified in section 3 of ERISA.

          (c) Withdrawal Liabilities.  The Company and its ERISA Affiliates have
     not  incurred  withdrawal  liabilities  (and are not subject to  contingent
     withdrawal  liabilities)  under section 4201 or 4204 of ERISA in respect of
     Multiemployer  Plans, other than such liabilities as individually or in the
     aggregate would not have a Material Adverse Effect.

          (d) Postretirement  Benefit Obligations.  The expected  postretirement
     benefit  obligation  (determined  as of the last day of the Company's  most
     recently  ended  fiscal  year  in  accordance  with  Financial   Accounting
     Standards   Board   Statement  No.  106,   without  regard  to  liabilities
     attributable to continuation coverage mandated by section 4980B of the IRC)
     of the Company will not have a Material Adverse Effect.

          (e)  Prohibited  Transactions.  The  execution  and  delivery  of  the
     Financing  Documents and the issuance and sale of the Purchased  Securities
     hereunder  will  not  involve  any  transaction  that  is  subject  to  the
     prohibitions  of  section  406 of ERISA or in  connection  with which a tax
     could be imposed  pursuant  to section  4975(c)(1)(A)-(D)  of the IRC.  The
     representation by the Company in the foregoing sentence is made in reliance
     upon and subject to the accuracy of your  representation  in Section 3.2 as
     to the Sources of the funds used to pay the purchase price of the Purchased
     Securities to be purchased by you.

          (f) Foreign Pension Plans. The Company does not have or maintain,  and
     is not required to contribute to, any Foreign Pension Plan.

     2.12 Environmental Compliance.

          (a) Compliance -- Except as disclosed on Part 2.12(a) of Annex 3, each
     of the Company and the Subsidiaries is in compliance with all Environmental
     Protection Laws in effect in each jurisdiction  where it is presently doing
     business  or is  located,  other than any  non-compliance  which  could not
     reasonably be expected to have a Material Adverse Effect.

          (b)  Liability  -- Except as  disclosed  on Part  2.12(b)  of Annex 3,
     neither the Company nor any  Subsidiary is subject to any  liability  under
     any  Environmental  Protection Law that,  individually or in the aggregate,
     could reasonably be expected to have a Material Adverse Effect.

          (c) Notices -- Except as disclosed on Part 2.12(c) of Annex 3, neither
     the Company nor any Subsidiary has received any:

               (i) written notice from any  Governmental  Authority by which any
          of its present or  previously-owned or leased real Properties has been
          designated,  listed,  or identified in any manner by any  Governmental
          Authority  charged with  administering or enforcing any  Environmental
          Protection  Law as a hazardous  substance  disposal  or removal  site,
          "Super  Fund"  clean-up  site,  or  candidate  for  removal or closure
          pursuant to any Environmental Protection Law;

                                        8

<PAGE>


               (ii) written  notice of any Lien arising  under or in  connection
          with  any  Environmental  Protection  Law  that  has  attached  to any
          revenues of, or to, any of its owned or leased real Properties; or

               (iii) summons,  citation,  notice,  directive,  letter,  or other
          written  communication from any Governmental  Authority concerning any
          intentional or unintentional  action or omission by the Company or any
          Subsidiary  in  connection  with its  ownership or leasing of any real
          Property  resulting  in the  releasing,  spilling,  leaking,  pumping,
          pouring,  emitting,  emptying,  dumping, or otherwise disposing of any
          hazardous  substance  into the  environment  resulting in any material
          violation of any Environmental Protection Law;

     which,  in any such  case,  relates  to or makes  reference  to an event or
     condition  which could  reasonably  be expected to have a Material  Adverse
     Effect.

     2.13 Due Authorization; Enforceability.

          (a)  Sale  of  Purchased  Securities  is  Legal  and  Authorized.  The
     issuance,  sale and  delivery of the Notes and the Warrants by the Company,
     the  execution  and delivery by the Company of the  Financing  Documents to
     which  it is a  party  and  compliance  by  the  Company  with  all  of the
     provisions of such Financing Documents:

               (i) is within the corporate powers of the Company; and

               (ii) is legal and does not conflict with, result in any breach of
          any of the provisions of, constitute a default under, or result in the
          creation  of any Lien  upon any  Property  of the  Company  under  the
          provisions of:

                    (A)  any  agreement,  charter  instrument,  bylaw  or  other
               instrument  to which  the  Company  is a party  or by  which  the
               Company is or may be bound;

                    (B) any  order,  judgment,  decree,  or ruling of any court,
               arbitrator or Governmental Authority applicable to the Company or
               any of its Property; or

                    (C)  any  statute  or  other  rule  or   regulation  of  any
               Governmental  Authority  applicable  to the Company or any of its
               Property.

          (b)  Obligations are  Enforceable.  The Company has duly authorized by
     all necessary  action on its part each of the Financing  Documents to which
     it is a party.  Each of such  Financing  Documents  has been  executed  and
     delivered  by one or more duly  authorized  officers  of the  Company,  and
     constitutes  a  legal,   valid  and  binding  obligation  of  the  Company,
     enforceable in accordance with its terms, except that:

               (i) the  enforceability  thereof  may be  limited  by  applicable
          bankruptcy,  reorganization,  arrangement,  insolvency, moratorium, or
          other similar laws affecting the  enforceability  of creditors' rights
          generally and subject to the availability of equitable remedies; and

                                        9

<PAGE>


               (ii) rights to indemnity and contribution  contained  therein may
          be limited by applicable law or public policy.

     2.14 Governmental Consent to Sale of Purchased Securities.

          (a) Neither the offer, issuance,  sale or delivery of the Notes or the
     Warrants,  nor the execution and delivery of any Financing  Document by the
     Company,  nor the performance of the obligations of the Company thereunder,
     is  such  as to  require  a  consent,  approval  or  authorization  of,  or
     pre-filing,  registration or qualification with, any Governmental Authority
     on the  part  of the  Company  as a  condition  thereto,  except  for  such
     consents,  approvals,   authorizations,   pre-filings,   registrations  and
     qualifications described on Part 2.14(a) of Annex 3, all of which have been
     obtained on or prior to the Closing Date.

          (b) Neither the issuance and sale of the Notes and the  Warrants,  nor
     the incurrence of the Debt and the other obligations  represented  thereby,
     nor the execution and delivery by the Company of the Financing Documents to
     which it is a party or the  performance  of its  obligations  hereunder and
     thereunder:

               (i) is subject to regulation under the Investment  Company Act of
          1940, as amended,  the Public Utility  Holding Company Act of 1935, as
          amended,  the Transportation  Acts of the United States of America (49
          U.S.C.), as amended, or the Federal Power Act, as amended; or

               (ii)  violates  any  provision  of any  statute  or other rule or
          regulation of any Governmental Authority applicable to the Company.

     2.15 Hart-Scott-Rodino Compliance.

     The Warrants are "convertible voting securities" as such term is defined in
16 C.F.R.  ss.801.1(f)(2)  which do not entitle you to presently vote in respect
of the election of directors of the Company. Assuming that,  notwithstanding the
fact that the Warrants are not currently  exercisable  on the Closing Date,  the
Warrants  were all  exercised on the Closing  Date,  you would not hold (as such
term is defined in 16 C.F.R. ss.801.1(c)) on the Closing Date either:

          (a) fifteen percent (15%) or more of the total number of shares of the
     Common Stock of the Company; or

          (b) Common Stock having a Fair Market Value of Fifteen Million Dollars
     ($15,000,000) or more.

     2.16 No Defaults.

     No event has occurred and no condition  exists that, upon the execution and
delivery of the  Financing  Documents and the issuance and sale of the Purchased
Securities, would constitute a Default or an Event of Default.

                                       10

<PAGE>


     2.17 Private Offering of Purchased Securities.

          (a) Number of  Offerees.  Neither the  Company,  nor to its  knowledge
     Fleet Corporate  Finance (the only agent,  broker or dealer retained by the
     Company in connection  with the sale of the Purchased  Securities)  nor any
     other  Person  acting on  behalf  of the  Company  has  offered  any of the
     Purchased  Securities or any Security of the Company  similar to either the
     Notes or the Warrants  for sale to, or solicited  offers to buy any thereof
     from, or otherwise  approached or negotiated with respect thereto with, any
     prospective purchaser,  other than the number of institutional  "accredited
     investors" (as defined in Regulation D under the Securities Act) (including
     you) set forth on Part  2.17(a) of Annex 3, each of whom was offered all or
     a portion of the Purchased Securities at private sale for investment.

          (b) Conduct of Sale.  Neither the Company,  nor to its knowledge Fleet
     Corporate  Finance nor any other Person  acting on behalf of the Company in
     connection with the  transactions  contemplated by the Financing  Documents
     (including,  without  limitation,  the offering  and sale of the  Purchased
     Securities)  has engaged in any conduct or entered into any  agreements  or
     understandings  so as to  subject  the  transactions  contemplated  by  the
     Financing  Documents  to the  registration  provisions  of section 5 of the
     Securities  Act, to the  provisions of the Trust  Indenture Act of 1939, as
     amended, or to the registration,  qualification or other similar provisions
     of any securities or "blue sky" law of any applicable state.

     2.18 Use of Proceeds.

          (a) Use of Proceeds.  The Company  shall apply the  proceeds  from the
     sale of the Purchased Securities as specified on Part 2.18(a) of Annex 3.

          (b) Margin Regulations.  None of the transactions  contemplated in any
     of the Financing Documents (including,  without limitation,  the use of the
     proceeds from the sale of the Purchased Securities) violates,  will violate
     or will  result in a  violation  of section 7 of the  Exchange  Act, or any
     regulation  issued  pursuant  thereto,   including,   without   limitation,
     Regulation G, Regulation T or Regulation X of the Board of Governors of the
     Federal Reserve System, 12 C.F.R., Chapter II.

          (c)  Absence  of  Foreign  or Enemy  Status.  Neither  the sale of the
     Purchased  Securities  nor the use of proceeds  from the sale  thereof will
     result in a violation of any of the foreign assets  control  regulations of
     the United States  Treasury  Department (31 CFR,  Subtitle B, Chapter V, as
     amended),  or any ruling issued  thereunder or any enabling  legislation or
     Presidential Executive Order in connection therewith.

     2.19 Capitalization.

          (a)  Capitalization.  Part  2.19(a) of Annex 3  correctly  sets forth,
     after giving  effect to the issuance of the  Purchased  Securities  and the
     consummation  of all  other  transactions  contemplated  by the  Securities
     Purchase Agreements on the Closing Date:

               (i) the authorized and  outstanding  shares of the Capital Stock,
          Rights and other Securities of the Company (specifying the type, class
          or series of all

                                       11

<PAGE>


          such Capital Stock and other Securities and whether such Capital Stock
          and other Securities are voting or non-voting) and, in the case of any
          Rights,  the number of shares of Common  Stock into which such  Rights
          are currently exercisable or convertible;

               (ii) for all such  shares  of  Capital  Stock,  Rights  and other
          Securities of the Company, descriptions of the terms thereof; and

               (iii) all obligations (contingent or otherwise) of the Company to
          repurchase or otherwise  acquire or retire any shares of Capital Stock
          or Rights of the Company.

     All such outstanding  shares of Capital Stock have been duly authorized and
     validly issued and are fully paid, non-assessable and free and clear of any
     Lien.  There  are no  preemptive  rights,  subscription  rights,  or  other
     contractual  rights similar in nature to preemptive  rights with respect to
     any Capital Stock of the Company.

          (b)  Reservation  of Common  Stock.  The  Company has  authorized  and
     unissued,  and has reserved for issuance,  a sufficient number of shares of
     Common  Stock  to  permit,   after  giving   effect  to  the   transactions
     contemplated  by  the  Financing  Documents,  the  exercise  of  all of the
     Warrants and all other Rights exercisable or convertible into Common Stock.
     Each share of Common  Stock  reserved  for  issuance  upon  exercise of the
     Warrants, when issued, will be fully paid and nonassessable, free and clear
     of any Lien and not subject to any preemptive rights.

          (c) Stockholders  Agreements.  Other than the Warrant Agreement and as
     specified  on Part  2.19(c)  of Annex 3,  there  is no other  agreement  or
     understanding  known to the  Company  between  or among any  holders of the
     Capital  Stock or Rights of the Company  regarding the Capital Stock of the
     Company.  The Company has  provided  you with true,  accurate  and complete
     copies of all agreements referred to in Part 2.19(c) of Annex 3.

     2.20 Solvency.

          (a) Assets  Greater than  Liabilities.  The fair value of the business
     and assets of the Company  (and of the Company and the  Subsidiaries,  on a
     consolidated  basis)  exceeds,  as  of  and  after  giving  effect  to  the
     transactions  consummated  on the  Closing  Date,  the  liabilities  of the
     Company (including, without limitation, the Notes and all other Debt of the
     Company (and, as the case may be, of the Company and the Subsidiaries, on a
     consolidated basis)) as of such time.

          (b)  Meeting  Liabilities.  After  giving  effect to the  transactions
     contemplated by the Financing  Documents,  the Company (and the Company and
     the Subsidiaries, on a consolidated basis):

               (i) will not be engaged in any business or transaction,  or about
          to engage in any business or  transaction,  for which the Company (or,
          as  the  case  may  be,  the  Company  and  the  Subsidiaries,   on  a
          consolidated  basis) has unreasonably  small assets or capital (within
          the meaning of the Uniform

                                       12

<PAGE>


          Fraudulent  Transfer Act, the Uniform  Fraudulent  Conveyance  Act and
          section 548 of the Federal Bankruptcy Code); and

               (ii) will be able to pay its debts as they mature.

          (c) Intent. The Company is entering into the Financing  Documents with
     no intent to hinder,  delay, or defraud either current  creditors or future
     creditors of the Company.

     2.21 Full Disclosure.

     Neither the statements made in this Agreement, the Offering Memorandum, the
financial  statements  referred  to in  Section  2.2(a),  nor any other  written
statement furnished by or on behalf of the Company to you in connection with the
negotiation or the closing of the sale of the Purchased  Securities,  taken as a
whole,  contain any untrue  statement of a material fact or omit a material fact
necessary to make the statements contained therein and herein, taken as a whole,
not  misleading.  There is no fact that the Company has not  disclosed to you in
writing that has had or, so far as the Company can now reasonably foresee, could
reasonably be expected to have, a Material Adverse Effect.

3.   REPRESENTATIONS OF THE PURCHASER

     3.1  Purchase for Investment.

     You  represent  to the  Company  that you are a  financially  sophisticated
institutional  investor  that is  experienced  in financial  matters and you are
purchasing the Purchased  Securities  listed on Annex 1 below your name for your
own account,  or for the account of one or more separate accounts  maintained by
you, for investment and with no present  intention of, or view to,  distributing
such  Purchased  Securities or any part thereof  except in  compliance  with the
Securities Act, but without prejudice to your right at all times to:

          (a) sell or  otherwise  dispose  of all or any  part of the  Purchased
     Securities  under a registration  statement filed under the Securities Act,
     or in a transaction exempt from the registration  requirements of such Act,
     including a transaction pursuant to Rule 144A; and

          (b) have  control  over the  disposition  of all of your assets to the
     fullest extent required by any applicable law.

     It is  understood  that, in making the  representations  set out in Section
2.13(a) and Section 2.14, the Company is relying, to the extent applicable, upon
your representation as aforesaid.

     3.2  ERISA.

     You represent that at least one of the following  statements is an accurate
representation  as to each source of funds (a "Source") to be used by you to pay
the purchase price of the Purchased Securities:

                                       13

<PAGE>


          (a) General Account -- you are an insurance  company and the Source is
     an  "insurance  company  general  account,"  as such term is defined in DOL
     Prohibited  Transaction Class Exemption 95-60 (issued July 12, 1995) ("PTCE
     95-60"),  and there is no employee benefit plan,  treating as a single plan
     all plans  maintained  by the same  employer  (and  affiliates  thereof  as
     defined  in  section  V(a)(1)  of  PTCE  95-60)  or by  the  same  employee
     organization,  with  respect  to which the  amount of the  general  account
     reserves and  liabilities  for all  contracts  held by or on behalf of such
     plan,  exceeds 10% of the total  reserves and  liabilities  of such general
     account as  determined  under PTCE 95-60  (exclusive  of  separate  account
     liabilities)  plus  surplus,  as set forth in the National  Association  of
     Insurance Commissioners Annual Statement filed with your state of domicile;
     or

          (b) Separate Account -- the Source is a separate account:

               (i) 10% Pooled Separate  Account -- that is an insurance  company
          pooled  separate  account,   within  the  meaning  of  DOL  Prohibited
          Transaction Class Exemption 90-1 (issued January 29, 1990), and to the
          extent that there are any plans whose assets in such separate  account
          exceed ten percent (10%) of the assets of such separate  account,  you
          have disclosed the names of such plans to the Company in writing; or

               (ii)  Identified  Plan  Assets -- that is  comprised  of employee
          benefit  plans  identified by you in writing and with respect to which
          the Company  hereby  warrants and  represents  that, as of the Closing
          Date,  neither  the  Company  nor any ERISA  Affiliate  is a "party in
          interest"  (as  defined  in  section 3 of  ERISA)  or a  "disqualified
          person" (as defined in section  4975 of the Code) with  respect to any
          plan so identified; or

               (iii) Guarantied Separate Account -- that is maintained solely in
          connection with fixed contractual obligations of an insurance company,
          under which any amounts payable, or credited,  to any employee benefit
          plan  having an interest in such  account  and to any  participant  or
          beneficiary of such plan  (including an annuitant) are not affected in
          any manner by the investment  performance of the separate  account (as
          provided by 29 CFR ss.2510.3- 101(h)(1)(iii)); or

          (c) QPAM -- the  Source  constitutes  assets of an  "investment  fund"
     (within  the  meaning  of  Part  V of  the  QPAM  Exemption)  managed  by a
     "qualified  professional  asset  manager" or "QPAM"  (within the meaning of
     Part V of the QPAM  Exemption),  no employee benefit plan's assets that are
     included in such  investment  fund,  when  combined  with the assets of all
     other employee benefit plans established or maintained by the same employer
     or by an  affiliate  (within  the  meaning of  section  V(c)(1) of the QPAM
     Exemption)  of such  employer  or by the  same  employee  organization  and
     managed by such  QPAM,  exceed  twenty  percent  (20%) of the total  client
     assets  managed by such QPAM,  the  conditions  of Part I(c) and (g) of the
     QPAM Exemption are satisfied,  neither the QPAM nor a person controlling or
     controlled  by the QPAM  (applying  the  definition of "control" in section
     V(e) of the QPAM  Exemption)  owns a five percent (5%) or more  interest in
     the Company and:

                                       14

<PAGE>


               (i) the identity of such QPAM; and

               (ii) the names of all  employee  benefit  plans whose  assets are
          included in such investment fund

     have been disclosed to the Company in writing; or

          (d) Governmental Plans -- the Source is a governmental plan; or

          (e)  Identified  Plans -- the Source is one or more  employee  benefit
     plans,  or a  separate  account  or  trust  fund  comprised  of one or more
     employee benefit plans, each of which has been identified to the Company in
     writing; or

          (f) Exempt Plans -- the Source does not include assets of any employee
     benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section , the terms "employee benefit plan", "governmental plan"
and "separate account" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

     It is  understood  that, in making the  representations  set out in Section
2.11(e), Section 2.13(a) and Section 2.14, the Company is relying, to the extent
applicable, upon your representation as aforesaid.

     3.3  Accredited Investor.

     You are an "accredited  investor" as that term is defined in Rule 501(a)(1)
of  Regulation  D under the  Securities  Act.  You have had the  opportunity  to
receive such  information  concerning the Company,  and to ask such questions of
officers and other  representatives of the Company,  as you believe is necessary
for you to complete your evaluation of the Company.

4.   CLOSING CONDITIONS

     Your obligations under this Agreement,  including,  without limitation, the
obligation to purchase and pay for the Purchased Securities,  are subject to the
following  conditions  precedent,  and the failure by the Company to satisfy all
such conditions shall relieve you, at your election, of all such obligations.

     4.1  Opinions of Counsel.

     You shall have received from

          (a) Tenzer  Greenblatt  LLP,  special  counsel for the Company and the
     Subsidiary Guarantors; and

          (b) Hebb & Gitlin, your special counsel;

closing  opinions,  each dated as of the Closing Date, and  substantially in the
respective  forms set forth in Exhibit  4.1(a) and Exhibit 4.1(b) and as to such
other matters as you may reasonably

                                       15

<PAGE>


request.  This  Section 4.1 shall  constitute  direction  by the Company to such
counsel named in Section 4.1(a) to deliver such closing opinion to you.

     4.2  Warranties and Representations True; Compliance.

          (a)   Warranties   and   Representations   True.  The  warranties  and
     representations  contained  in Section 2 shall be true on the Closing  Date
     with the same effect as though made on and as of that date.

          (b)  Compliance  with this  Agreement  and  Financing  Documents.  The
     Company  shall  have   performed  and  complied  with  all  agreements  and
     conditions  contained herein and in the other Financing  Documents to which
     it is a party that are  required to be  performed  or complied  with by the
     Company  on or  prior  to  the  Closing  Date,  and  such  performance  and
     compliance shall remain in effect on the Closing Date.

     4.3  Officers' Certificates.

     You shall have received:

          (a) Officers'  Certificate -- a certificate from the Company dated the
     Closing  Date and  signed  (on  behalf of the  Company)  by two (2)  Senior
     Officers of the Company, substantially in the form of Exhibit 4.3(a);

          (b) Company Secretary's Certificate -- a certificate dated the Closing
     Date and signed (on behalf of the Company) by the Secretary or an Assistant
     Secretary of the Company, substantially in the form of Exhibit 4.3(b); and

          (c) Subsidiary  Guarantor  Secretary's  Certificates  -- a certificate
     from each  Subsidiary  Guarantor,  dated the  Closing  Date and  signed (on
     behalf of such  Subsidiary  Guarantor)  by the  Secretary  or an  Assistant
     Secretary  of  such  Subsidiary  Guarantor,  substantially  in the  form of
     Exhibit 4.3(c).

     4.4  Legality.

     The Notes and the  Warrants  shall on the Closing  Date  qualify as a legal
investment  for you  under  applicable  insurance  law  (without  regard  to any
"basket" or "leeway" provisions),  and the acquisition thereof shall not subject
you to any  penalty  or  other  onerous  condition  pursuant  to any such law or
regulation,  and you shall have  received  such  evidence as you may  reasonably
request to establish compliance with this condition.

     4.5  Financing Documents.

          (a) Note  Agreement;  Notes.  The  Company  shall  have  executed  and
     delivered to you the Note  Agreement.  The Company shall have issued to you
     Notes in the  respective  principal  amounts  set forth  below your name on
     Annex 1.

          (b) Warrant Agreement;  Warrant  Certificates.  The Company shall have
     executed and delivered to you the Warrant Agreement. The Company shall have
     issued to you Warrants in the respective  amounts set forth below your name
     on Annex 1.

                                       16

<PAGE>


          (c) Subsidiary  Guaranty.  Each of Suprema  Specialties West, Inc. and
     Suprema  Specialties  Northeast,  Inc. shall have executed and delivered to
     you the  Unconditional  Guaranty (as may be amended,  restated or otherwise
     modified  from  time to time in  accordance  with the  terms  thereof,  the
     "Subsidiary Guaranty") in the form of Exhibit 4.5(c).

     4.6  Reservation of Shares.

     The shares of Common Stock  issuable  upon  exercise of each Warrant  shall
have been duly authorized and reserved for issuance.

     4.7  Certain Consents.

          (a) Senior Agent. The Senior Agent and the Company shall have executed
     and delivered to you an agreement, in form and substance acceptable to you,
     consenting to the  transactions  contemplated  by the Financing  Documents,
     permitting the Company to incur and have  outstanding the  indebtedness and
     all  other  obligations  in  respect  of the Note  Agreement,  the  Warrant
     Agreement  and the  Notes,  the  issuance  and  sale of the  Notes  and the
     Warrants  and the  issuance of Common  Stock to the holders of the Warrants
     upon  exercise of the Warrants,  permitting  each  Subsidiary  Guarantor to
     enter into the  Subsidiary  Guaranty,  and  waiving any default or event of
     default  which might have  occurred by virtue of the execution and delivery
     of this Agreement and the other Financing Documents.

          (b)  Other  Equity  Holders.   The  holders  of  each  series  of  the
     Outstanding  Warrants,  and any other class of Capital Stock the consent of
     the  holders  of  which  is   required  to  enter  into  the   transactions
     contemplated  by the  Financing  Documents  or  having  any  anti-dilution,
     preemptive  right,  redemption  right or similar right in respect of any of
     the  transactions  contemplated  by the  Financing  Documents,  shall  have
     executed and delivered to you agreements,  in form and substance acceptable
     to  you,  consenting  to the  transactions  contemplated  by the  Financing
     Documents,  permitting  the  Company  to  incur  and have  outstanding  the
     obligations in respect of the Warrant  Agreement,  the issuance and sale of
     the  Warrants  and the  issuance  of  Common  Stock to the  holders  of the
     Warrants  upon  exercise of the  Warrants,  and  waiving any  anti-dilution
     adjustment,  preemptive  right,  redemption right or similar right any such
     holder may have in respect of any of the foregoing transactions.

     4.8  Private Placement Numbers.

     The Company shall have obtained or caused to be obtained private  placement
numbers for the Notes and the Warrants from the CUSIP Service Bureau of Standard
& Poor's,  a division of  McGraw-Hill,  Inc. and you shall have been informed of
such private placement  numbers.  The Company shall have informed you in writing
of the CUSIP number for the Common Stock.

     4.9  Transaction Fee.

     The Company  shall have paid to Albion  Alliance  LLC, by wire  transfer of
immediately  available  funds as set forth on Annex 1, a transaction  fee in the
amount of one percent (1%) of the aggregate  principal amount of Notes purchased
by you at the Closing.

                                       17

<PAGE>


     4.10 Fees and Expenses.

     All fees and  disbursements  required  to be paid  pursuant  to Section 6.6
shall have been paid in full.

     4.11 Other Purchaser.

     The Other  Purchaser  shall not have failed to execute and deliver the Note
Agreement,  the Warrant Agreement or any other Financing Document to be executed
and delivered by it, or to accept  delivery of or make payment for the Notes and
the Warrants to be purchased by it on the Closing Date.

     4.12 Proceedings Satisfactory.

     All  proceedings  taken in  connection  with the  issuance  and sale of the
Purchased  Securities  and all  documents and papers  relating  thereto shall be
satisfactory to you and your special counsel. You and your special counsel shall
have received  copies of such documents and papers as you or they may reasonably
request in  connection  therewith or in connection  with your special  counsel's
closing opinion, all in form and substance  satisfactory to you and your special
counsel.

5.   INTERPRETATION OF THIS AGREEMENT

     5.1  Terms Defined.

     As used herein, the following terms have the respective  meanings set forth
below or set forth in the Section hereof following such term:

     Agreement,  this -- means this Securities Purchase Agreement,  as it may be
amended, restated or otherwise modified from time to time.

     Closing -- Section 1.2(b).

     Closing Date -- Section 1.2(b).

     Company -- has the meaning specified in the introductory sentence.

     Financing   Documents  --  means  and  includes  the  Securities   Purchase
Agreements,  the Note Agreement, the Notes, the Subsidiary Guaranty, the Warrant
Agreement,  the Warrants,  the Warrant  Certificates  and the other  agreements,
certificates and instruments to be executed pursuant to the terms of each of the
foregoing,  as each may be amended,  restated or otherwise modified from time to
time.

     Foreign Pension Plan -- means any plan, fund or other similar program:

          (a) established or maintained  outside of the United States of America
     by the Company or any Subsidiary primarily for the benefit of the employees
     (substantially  all of whom are aliens not residing in the United States of
     America)  of the  Company or such  Subsidiary,  which  plan,  fund or other
     similar program provides for retirement income for

                                       18

<PAGE>


     such  employees  or results in a deferral of income for such  employees  in
     contemplation of retirement; and

          (b) not otherwise subject to ERISA.

     Note Agreement -- Section 1.1(a).

     Notes -- Section 1.1(a).

     Offering Memorandum -- means the Confidential  Private Placement Memorandum
of Fleet Corporate Finance,  dated October 1997, relating to the offering of the
Purchased  Securities,  together with the exhibits thereto  (including,  without
limitation,  the Projections  and the Company's  Annual Reports on Form 10-K for
the fiscal years ended June 30, 1997 and June 30, 1996).

     Other Purchaser -- Section 1.2(c).

     Outstanding  Warrants -- means and includes all warrants to purchase Common
Stock outstanding on the date hereof and prior to the issuance of the Warrants.

     Projections -- Section 2.2(f).

     PTCE 95-60 -- Section 3.2(a).

     Purchased Securities -- means the Notes and the Warrants to be purchased by
you and the Other  Purchaser  pursuant to Section 1.2 of this  Agreement and the
other Securities Purchase Agreement.

     Purchasers -- means,  collectively,  you, the Other Purchaser, and your and
its respective successors and assigns.

     QPAM Exemption -- means Prohibited Transaction Class Exemption 84-14 issued
by the DOL.

     Rule 144A -- means  Rule 144A  promulgated  under the  Securities  Act,  17
C.F.R. ss.230.144A, as such rule may be amended from time to time.

     Securities Purchase Agreements -- Section 1.2(c).

     Source -- Section 3.2.

     Subsidiary  Guarantor -- means,  at any time, each Person that at such time
is a guarantor under the Subsidiary Guaranty.

     Subsidiary Guaranty -- Section 4.5(c).

     Warrant Agreement -- Section 1.1(b).

     Warrant Certificates -- Section 1.1(b).

                                       19

<PAGE>


     Warrants -- Section 1.1(b).

     5.2  Other Definitions.

     The following  terms shall have the  respective  meanings  ascribed to such
terms in the Note Agreement:

          Affiliate                             Investment             
          Capital Stock                         IRC                    
          Common Stock                          Lien                   
          Debt                                  Material Adverse Effect
          Default                               Multiemployer Plan     
          DOL                                   Person                 
          ERISA                                 Plan                   
          ERISA Affiliate                       Property               
          Environmental Protection Law          Restricted Investment  
          Event of Default                      Rights                 
          Exchange Act                          Securities Act         
          Fair Market Value                     Security               
          GAAP                                  Senior Agent           
          Guaranty                              Senior Officer         
          Governmental Authority                Subsidiary             
          Hazardous Materials                   Voting Stock           

     5.3  Section Headings and Table of Contents and Construction.

          (a) Section  Headings  and Table of  Contents,  etc. The titles of the
     Sections of this  Agreement  and the Table of  Contents  of this  Agreement
     appear as a matter of convenience only, do not constitute a part hereof and
     shall not affect the  construction  hereof.  The words "herein,"  "hereof,"
     "hereunder"  and "hereto" refer to this Agreement as a whole and not to any
     particular Section or other subdivision. References to Sections are, unless
     otherwise specified,  references to Sections of this Agreement.  References
     to Annexes and Exhibits  are,  unless  otherwise  specified,  references to
     Annexes and Exhibits attached to this Agreement.

          (b)  Construction.  Each covenant  contained herein shall be construed
     (absent an express contrary  provision herein) as being independent of each
     other covenant contained herein, and compliance with any one covenant shall
     not  (absent  such an  express  contrary  provision)  be  deemed  to excuse
     compliance with one or more other covenants.

     5.4  Governing Law.

     THIS  AGREEMENT  AND THE NOTES  SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND
ENFORCED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO ANY CONFLICTS OF LAW RULES WHICH WOULD REQUIRE THE  APPLICATION OF THE LAW OF
ANY OTHER JURISDICTION.

                                       20

<PAGE>


6.   MISCELLANEOUS

     6.1  Communications.

          (a) Method; Address. All communications  hereunder shall be in writing
     and  shall be  delivered  either  by  nationwide  overnight  courier  or by
     facsimile  transmission  (confirmed  by  delivery by  nationwide  overnight
     courier  sent on the day of the  sending of such  facsimile  transmission).
     Communications  to the Company  shall be addressed as set forth on Annex 2,
     or at such other  address of which the Company  shall have notified you and
     the Other Purchaser.  Communications to you shall be addressed as set forth
     on Annex 1.

          (b) When Given.  Any  communication  addressed and delivered as herein
     provided  shall be deemed to be received  when  actually  delivered  to the
     address of the addressee  (whether or not delivery is accepted) or received
     by  the  telecopy  machine  of  the  recipient.  Any  communication  not so
     addressed and delivered shall be ineffective.

          (c) Service of Process.  Notwithstanding  the foregoing  provisions of
     this  Section  6.1,  service of process in any suit,  action or  proceeding
     arising out of or relating to this Agreement or any document,  agreement or
     transaction  contemplated  hereby shall be delivered in the manner provided
     in Section 6.7(c).

     6.2  Reproduction of Documents.

     This  Agreement  and all  documents  relating  hereto,  including,  without
limitation,  consents, waivers and modifications that may hereafter be executed,
documents  received  by you at the  closing of your  purchase  of the  Purchased
Securities  (except  the  Purchased   Securities   themselves),   and  financial
statements, certificates and other information previously or hereafter furnished
to  you,  may  be  reproduced  by  the  Company  or  you  by  any  photographic,
photostatic,  microfilm,  micro-card,  miniature photographic,  digital or other
similar  process and you may destroy any original  document so  reproduced.  Any
such reproduction  shall be admissible in evidence as the original itself in any
judicial  or  administrative  proceeding  (whether  or not  the  original  is in
existence and whether or not such reproduction was made by the Company or you in
the  regular  course of  business)  and any  enlargement,  facsimile  or further
reproduction  of such  reproduction  shall  likewise be  admissible in evidence.
Nothing in this Section shall  prohibit the Company or you from  contesting  the
accuracy or validity of any such reproduction.

     6.3  Survival.

     All warranties,  representations,  certifications and covenants made by the
Company  herein  or in any  certificate  or other  instrument  delivered  by the
Company on behalf of the  Company  hereunder  shall be  considered  to have been
relied  upon by you and  shall  survive  the  delivery  to you of the  Purchased
Securities  regardless of any investigation  made by you or on your behalf.  All
statements in any certificate or other  instrument  delivered by or on behalf of
the  Company  pursuant  to the terms  hereof  shall  constitute  warranties  and
representations by the Company hereunder.

                                       21

<PAGE>


     6.4  Successors and Assigns.

     This  Agreement  shall  inure to the  benefit  of and be  binding  upon the
successors and assigns of each of the parties hereto.  The provisions hereof are
intended to be for the benefit of you and your successors and assigns, and shall
be  enforceable  by you,  such  successor or assignee  whether or not an express
assignment  to such  holder of rights  hereunder  shall have been made by you or
your successor or assign.  Anything  contained in this Section  notwithstanding,
the Company may not assign any of its respective  rights,  duties or obligations
hereunder  or under any of the other  Financing  Documents  without  your  prior
written consent.

     6.5  Amendment and Waiver.

     This Agreement may be amended, and the observance of any term hereof may be
waived, with (and only with) the written consent of the Company and you.

     6.6  Expenses.

     Whether or not the Notes and the Warrants are sold,  the Company shall pay,
at the Closing  (if the Notes and the  Warrants  are sold,  and  otherwise  upon
receipt of any statement or invoice therefor), all reasonable fees, expenses and
costs  incurred by you  relating  hereto,  including,  without  limitation,  the
statement  presented at the Closing by your special  counsel for reasonable fees
and disbursements incurred in connection herewith, each additional statement for
reasonable  fees and  disbursements  (promptly  upon  receipt  thereof)  of your
special  counsel  rendered after the Closing in connection  with the issuance of
the Notes and the Warrants,  and all expenses  incurred by you or on your behalf
or the Company's  behalf in complying with each of the conditions to the Closing
set forth in Section 4.

     6.7  Waiver of Jury Trial; Consent to Jurisdiction; Etc.

          (a)  Waiver  of  Jury  Trial.  THE  PARTIES  HERETO   VOLUNTARILY  AND
     INTENTIONALLY  WAIVE  ANY  RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
     RESPECT OF ANY LITIGATION  ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
     AGREEMENT OR ANY OF THE DOCUMENTS,  AGREEMENTS OR TRANSACTIONS CONTEMPLATED
     HEREBY.

          (b) Consent to Jurisdiction.  ANY SUIT,  ACTION OR PROCEEDING  ARISING
     OUT OF OR RELATING TO THIS AGREEMENT,  OR ANY OF THE DOCUMENTS,  AGREEMENTS
     OR TRANSACTIONS  CONTEMPLATED HEREBY OR ANY ACTION OR PROCEEDING TO EXECUTE
     OR  OTHERWISE  ENFORCE  ANY  JUDGMENT  IN RESPECT OF ANY BREACH  UNDER THIS
     AGREEMENT OR ANY DOCUMENT OR AGREEMENT  CONTEMPLATED  HEREBY MAY BE BROUGHT
     BY SUCH PARTY IN ANY FEDERAL DISTRICT COURT LOCATED IN NEW YORK COUNTY, NEW
     YORK, OR ANY NEW YORK STATE COURT  LOCATED IN NEW YORK COUNTY,  NEW YORK AS
     SUCH  PARTY MAY IN ITS SOLE  DISCRETION  ELECT,  AND BY THE  EXECUTION  AND
     DELIVERY  OF  THIS   AGREEMENT,   THE  PARTIES   HERETO   IRREVOCABLY   AND
     UNCONDITIONALLY  SUBMIT TO THE  NON-EXCLUSIVE  IN PERSONAM  JURISDICTION OF
     EACH SUCH COURT,  AND EACH OF THE  PARTIES  HERETO  IRREVOCABLY  WAIVES AND
     AGREES  NOT TO ASSERT IN ANY  PROCEEDING  BEFORE  ANY  TRIBUNAL,  BY WAY OF
     MOTION, AS A DEFENSE OR

                                       22

<PAGE>


     OTHERWISE, ANY CLAIM THAT IT IS NOT SUBJECT TO THE IN PERSONAM JURISDICTION
     OF ANY SUCH COURT.  IN  ADDITION,  EACH OF THE PARTIES  HERETO  IRREVOCABLY
     WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY OBJECTION THAT IT MAY
     NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF VENUE  IN ANY  SUIT,  ACTION  OR
     PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY  DOCUMENT,
     AGREEMENT OR TRANSACTION CONTEMPLATED HEREBY BROUGHT IN ANY SUCH COURT, AND
     HEREBY  IRREVOCABLY  WAIVES  ANY  CLAIM  THAT  ANY  SUCH  SUIT,  ACTION  OR
     PROCEEDING  BROUGHT IN ANY SUCH COURT HAS BEEN  BROUGHT IN AN  INCONVENIENT
     FORUM.

          (c)  Service of Process.  EACH PARTY  HERETO  IRREVOCABLY  AGREES THAT
     PROCESS  PERSONALLY  SERVED  OR  SERVED  BY  U.S.  REGISTERED  MAIL  AT THE
     ADDRESSES  PROVIDED  HEREIN FOR  NOTICES  SHALL  CONSTITUTE,  TO THE EXTENT
     PERMITTED  BY LAW,  ADEQUATE  SERVICE  OF  PROCESS  IN ANY SUIT,  ACTION OR
     PROCEEDING  ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR ANY  DOCUMENT,
     AGREEMENT OR TRANSACTION  CONTEMPLATED  HEREBY, OR ANY ACTION OR PROCEEDING
     TO EXECUTE  OR  OTHERWISE  ENFORCE  ANY  JUDGMENT  IN RESPECT OF ANY BREACH
     HEREUNDER OR UNDER ANY DOCUMENT OR AGREEMENT  CONTEMPLATED HEREBY.  RECEIPT
     OF PROCESS SO SERVED  SHALL BE  CONCLUSIVELY  PRESUMED  AS  EVIDENCED  BY A
     DELIVERY  RECEIPT  FURNISHED  BY THE UNITED  STATES  POSTAL  SERVICE OR ANY
     COMMERCIAL DELIVERY SERVICE.

          (d) Other Forums.  NOTHING  HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT
     YOUR  ABILITY  TO SERVE ANY  WRITS,  PROCESS  OR  SUMMONSES  IN ANY  MANNER
     PERMITTED BY APPLICABLE LAW OR TO OBTAIN  JURISDICTION  OVER THE COMPANY IN
     SUCH OTHER  JURISDICTION,  AND IN SUCH OTHER MANNER, AS MAY BE PERMITTED BY
     APPLICABLE LAW.

     6.8  Indemnification of The Purchaser.

     From and at all times after the date of this Agreement,  and in addition to
all of your other rights and remedies against the Company, the Company agrees to
indemnify and hold harmless you and each of your directors,  officers, partners,
employees, agents, investment advisors and affiliates against any and all claims
(whether valid or not), losses, damages, liabilities,  costs and expenses of any
kind or nature whatsoever (including, without limitation,  reasonable attorneys'
fees,  costs and  expenses),  incurred  by or  asserted  against you or any such
director,  officer,  partner,  employee, agent, investment advisor or affiliate,
from and after the date hereof,  whether  direct or indirect,  as a result of or
arising from or in any way relating to any suit, action or proceeding (including
any inquiry or  investigation) by any Person,  whether  threatened or initiated,
asserting a claim for any legal or equitable remedy against any Person under any
statute or  regulation,  including,  but not  limited  to, any  federal or state
securities  laws,  or under any  common  law or  equitable  cause or  otherwise,
arising from or in  connection  with the  negotiation,  preparation,  execution,
performance or enforcement of this Agreement or the other Financing Documents or
any  transactions  contemplated  herein or therein,  or any of the  transactions
contemplated  hereunder,  whether  or not  you or any  such  director,  officer,
partner, employee, agent, investment advisor or affiliate is a party to any such
action,  proceeding,  suit or the target of any such  inquiry or  investigation;
provided, however, that no indemnified party shall have the

                                       23

<PAGE>


right to be indemnified  hereunder for any liability  resulting from the willful
misconduct  or gross  negligence  of such  indemnified  party or  breach by such
indemnified  party  of its own  obligations  under  this  Agreement.  All of the
foregoing  losses,  damages,  costs and  expenses  shall be  payable as and when
incurred  upon the  demand of the  indemnified  party.  The  obligations  of the
Company and your rights under this Section 6.8 shall survive the  termination of
this Agreement.

     6.9  Entire Agreement.

     This Agreement constitutes the final written expression of all of the terms
hereof and is a complete and exclusive statement of those terms.

     6.10 Execution in Counterpart.

     This  Agreement  may be executed in one or more  counterparts  and shall be
effective when at least one  counterpart  shall have been executed by each party
hereto, and each set of counterparts that, collectively,  show execution by each
party hereto shall constitute one duplicate original.

      [Remainder of page intentionally blank. Next page is signature page.]

                                       24

<PAGE>


     If this Agreement is satisfactory to you, please so indicate by signing the
acceptance at the foot of a counterpart hereof and returning such counterpart to
the  Company,  whereupon  this  Agreement  shall  become  binding  among  us  in
accordance with its terms.


                                        Very truly yours,


                                        SUPREMA SPECIALTIES, INC.


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


Accepted:

[Separately executed by each of the following Purchasers]

<PAGE>


                                     ANNEX 1
                          INFORMATION AS TO PURCHASERS

================================================================================
Purchaser Name                     ALBION ALLIANCE MEZZANINE FUND, L.P.
--------------------------------------------------------------------------------
Name in which Note and             ALBION ALLIANCE MEZZANINE FUND, L.P.
Warrants are Registered
--------------------------------------------------------------------------------
Subordinated Note                  R-1: $8,500,000
Registration Number;
Principal Amount of Note

Warrant Certificate                WR-1: 85,000 Warrants
Registration Number;
Number of Warrants
--------------------------------------------------------------------------------
Payment of Transaction
Fee
                                   Albion Alliance LLC

     Payee name and                c/o Alliance Capital Management, L.P.
     Address                       135 West 50th Street, 6th Floor
                                   New York, NY 10020
                                   Attn:  Cash Operations

                                   Federal Funds Wire Transfer
     Method
                                   IBJ Schroder Bank & Trust Co.
     Account Information           ABA# 026 007 825
                                   Account #01098103
                                   For the Account of: Albion Alliance LLC 
                                   (Tax I.D. No. 13-3903734)
--------------------------------------------------------------------------------
Accompanying Information           Name of Company:  SUPREMA SPECIALTIES, INC.

                                   Description of

                                   Security:         16.5% Senior Subordinated
                                                     Notes due March 1, 2006

                                   PPN:              86859F A* 8

                                   Reference "Payment of Transaction Fee"
--------------------------------------------------------------------------------
Address for All Other              Albion Alliance Mezzanine Fund, L.P.
Notices                            c/o Albion Alliance LLC
                                   1345 Avenue of the Americas, 41st Floor
                                   New York, NY 10105
                                   Attention:  William Gobbo, Jr.
                                               (212) 969-1547 - Phone
                                               (212) 969-1529 - Fax
--------------------------------------------------------------------------------

                                    Annex 1-1

<PAGE>


                                     ANNEX 1
                      INFORMATION AS TO PURCHASERS (Cont.)

================================================================================
Other Instructions                 Signature Page Format:

                                   ALBION ALLIANCE MEZZANINE FUND, L.P.
                                   By:  Albion Alliance LLC, its General Partner

                                   By
                                        ---------------------------------------
                                        Name:
                                        Title:
--------------------------------------------------------------------------------
Instructions re: Delivery of       The Equitable Life Assurance Society 
Note and Warrant                     of the United States
Certificate                        Attn:  Cheryl Weitman, 12th Floor
                                   1290 Avenue of the Americas
                                   New York, NY 10104
--------------------------------------------------------------------------------
Tax Identification Number                 13-3975300
================================================================================

                                    Annex 1-2

<PAGE>


                                     ANNEX 1
                      INFORMATION AS TO PURCHASERS (Cont.)

================================================================================
Purchaser Name                     THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                                   UNITED STATES
--------------------------------------------------------------------------------
Name in which Note and             THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
Warrants are Registered            UNITED STATES
--------------------------------------------------------------------------------
Subordinated Note                  R-2: $2,000,000
Registration Number;
Principal Amount of Note

Warrant Certificate                WR-2: 20,000 Warrants
Registration Number;
Number of Warrants
--------------------------------------------------------------------------------
Accompanying Information           Name of Company: SUPREMA SPECIALTIES, INC.

                                   Description of
                                   Security:        16.5% Senior Subordinated 
                                                    Notes due March 1, 2006

                                   PPN:             86859F A* 8

                                   Reference "Payment of Transaction Fee"
--------------------------------------------------------------------------------
Address for All Other              The Equitable Life Assurance Society of
Notices                            the United States
                                   c/o Alliance Capital Management, L.P.
                                   1345 Avenue of the Americas, 41st Floor
                                   New York, NY 10105
                                   Attention:  Alliance Corporate Finance 
                                               Group Inc.
                                               (212) 969-1547 - Phone
                                               (212) 969-1529 - Fax
--------------------------------------------------------------------------------
Other Instructions                 Signature Page Format:

                                   THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                                   UNITED STATES

                                   By
                                        ---------------------------------------
                                        Name:
                                        Title:
--------------------------------------------------------------------------------
Instructions re: Delivery of       The Equitable Life Assurance Society 
Note and Warrant                     of the United States
Certificate                        1290 Avenue of the Americas
                                   New York, NY 10104
                                   Attn:  Lydia Pitts
                                          212) 314-3902 - Phone
--------------------------------------------------------------------------------

                                    Annex 1-3

<PAGE>


                                     ANNEX 1
                      INFORMATION AS TO PURCHASERS (Cont.)

================================================================================
Purchaser Name                     THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                                   UNITED STATES
--------------------------------------------------------------------------------
Tax Identification Number          13-5570651
================================================================================

                                    Annex 1-4

<PAGE>


                                     ANNEX 2
                        PAYMENT INSTRUCTIONS AT CLOSING;
                         ADDRESS OF COMPANY FOR NOTICES

Payment instructions at Closing:

Fleet Bank
Glenn Rock, New Jersey
ABA No.: 021200339
Account No.: 4190201495
Account Name: Suprema Specialties, Inc.

Address of Company for Notices:

Suprema Specialties
510 East 35th Street
P.O. Box 280 Park Station
Paterson, New Jersey 07543
Attn: President

                                    Annex 2-1

<PAGE>


                                     ANNEX 3
                            INFORMATION AS TO COMPANY

Part 2.2(a) -- Financial Statements

     None.

Part 2.2(b) -- Debt

================================================================================
Nature of Obligation           Creditor                     Principal Amount

================================================================================
Capital Leases*                CIT Group                        $454,960.00
--------------------------------------------------------------------------------
Capital Leases*                Gramercy Leasing                  $33,643.00
--------------------------------------------------------------------------------
Capital Leases*                AT&T                               $4,171.00
--------------------------------------------------------------------------------
Capital Leases*                Execulease                     $2,042,454.00
--------------------------------------------------------------------------------
Capital Leases*                Wasco                             $40,075.00
--------------------------------------------------------------------------------
Capital Leases*                Execulease                       $136,412.00
--------------------------------------------------------------------------------
Mortgage**                     Fleet Bank                       $975,162.00
--------------------------------------------------------------------------------
Senior Credit Agreement***     Fleet Bank                 outstanding:
                                                             $19,294,760.00
                                                          commitment:
                                                             $20,000,000.00
--------------------------------------------------------------------------------
Notes                          Equitable Life/Albion         $10,500,000.00
                               Alliance
================================================================================
Total                                                        $33,481,637.00
================================================================================

     Final maturities and prepayments:

     Maturities  of the  Debt  are as  described  in Note 7 to the  Consolidated
Financial  Statements  of the Company,  as included in its Annual Report on Form
10-K  for  the  fiscal  year  ended  June  30,  1997  included  in the  Offering
Memorandum.

     Collateral:

     * - Each indicated obligation is secured by the Property so financed.

     ** - Secured by a mortgage on the Company's Paterson, New Jersey facility.

     *** - Secured by the Inventory,  Receivables  and  substantially  all other
Property.

                                    Annex 3-1

<PAGE>


Part 2.2(c) -- Liens

     None other than as disclosed in Part 2.2(b) of this Annex 3.

Part 2.2(g) -- Investments

None

Part 2.3(a) -- Ownership of Subsidiaries

================================================================================
Legal Name of Subsidiary              Jurisdiction of        Percent owned by
                                      Incorporation          the Company
================================================================================
Suprema Specialties West, Inc.        California             100%
--------------------------------------------------------------------------------
Suprema Specialties Northeast,        New York               100%
Inc.                                                      
================================================================================


Part 2.3(b) -- Affiliates

================================================================================
Affiliate                          Nature of Affiliation
================================================================================
Mark Cocchiola                     Chairman, Chief Executive Officer,
                                   President and holder of greater than 5% of
                                   the Common Stock
--------------------------------------------------------------------------------
Paul Lauriero                      Executive Vice President, Director and
                                   holder of greater than 5% of the Common
                                   Stock
--------------------------------------------------------------------------------
Marco Cocchiola                    Director
--------------------------------------------------------------------------------
Dr. Rudolph Acosta                 Director
--------------------------------------------------------------------------------
Paul DeSocio                       Director
--------------------------------------------------------------------------------
William C. Gascoigne               Director
--------------------------------------------------------------------------------
Steven Venechanos                  Chief Financial Officer
--------------------------------------------------------------------------------
Anthony Distinti                   Vice President -- Human Resources
--------------------------------------------------------------------------------
Thomas F. Egan                     Senior Vice President
================================================================================

                                    Annex 3-2

<PAGE>


Part 2.9(a) -- Restrictions on the Company

None

Part 2.12(a) -- Environmental Compliance

None

Part 2.12(b) -- Environmental Liability

None

Part 2.12(c) -- Environmental Notices

None

Part 2.14(a) -- Governmental Consent to Sale of Purchased Securities

None

Part 2.17(a) -- Offerees

The Purchasers and 18 other institutional investors

Part 2.18(a) -- Use of Proceeds

     Prepayment   of  bridge   financing   incurred  to  prepay   $5,000,000  in
subordinated  Debt  previously  owing to  CoreStates  Bank,  N.A.,  and  general
corporate purposes.

Part 2.29(a) -- Capitalization

     Authorized Capitalization:
     Common Stock:  10,000,000 shares
     Series A Preferred Stock: 2,500,000 shares

     Outstanding Capitalization:
     Common Stock (at October 10, 1997):  4,560,144
     Series A Preferred Stock:  None

     A description of the outstanding Rights is as follows:

                                    Annex 3-3

<PAGE>


                    INSERT PAGE PROVIDED BY THE COMPANY!!!!!!

                                    Annex 3-4

<PAGE>


Part 2.19(a) -- Capitalization (continued)

     None of the holders of any of the Rights has any anti-dilution,  preemptive
right,  redemption  right or similar right in respect of any of the transactions
contemplated by the Financing Documents.

Part 2.19(c) -- Stockholders Agreements

None.

                                    Annex 3-5