MASTER EQUIPMENT LEASE AGREEMENT No. 32399





LESSOR:  FLEET CAPITAL CORPORATION            LESSEE: SUPREMA SPECIALTIES, INC.
         a Rhode Island corporation                   a New York Corporation

Address: 50 Kennedy Plaza                     Address:510 East 35th Street
         Providence, Rhode Island  02903-2305         Paterson, New Jersey 07543


1.   LEASE OF EQUIPMENT

     Subject to the terms and conditions  set forth herein (the "Master  Lease")
and in any Lease Schedule  incorporating the terms of this Master Lease (each, a
"Lease Schedule"),  Lessor agrees to lease to Lessee, and Lessee agrees to lease
from  Lessor,  the items and units of personal  property  described in each such
Lease Schedule,  together with all replacements,  parts, additions,  accessories
and substitutions  therefor  (collectively,  the  "Equipment").  As used in this
Lease, the term "Item of Equipment" shall mean each functionally  integrated and
separately  marketable  group or unit of Equipment  subject to this Lease.  Each
Lease Schedule shall  constitute a separate,  distinct and independent  lease of
Equipment and contractual obligation of Lessee. References to "the Lease," "this
Lease"  or "any  Lease"  shall  mean  and  refer  to any  Lease  Schedule  which
incorporates  the  terms of this  Master  Lease,  together  with  all  exhibits,
addenda,  schedules,  certificates,  riders and other  documents and instruments
executed and  delivered in  connection  with such Lease  Schedule or this Master
Lease,  all as the  same may be  amended  or  modified  from  time to time.  The
Equipment is to be delivered and installed at the location specified or referred
to in the applicable Lease Schedule.  The Equipment shall be deemed to have been
accepted by Lessee for all purposes under this Lease upon Lessor's receipt of an
Acceptance Certificate with respect to such Equipment,  executed by Lessee after
receipt  of all other  documentation  required  by Lessor  with  respect to such
Equipment. Lessor shall not be liable or responsible for any failure or delay in
the delivery of the  Equipment to Lessee for  whatever  reason.  As used in this
Lease,  "Acquisition  Cost" shall mean (a) with respect to all Equipment subject
to a Lease Schedule,  the amount set forth as the Acquisition  Cost in the Lease
Schedule and the Acceptance  Certificate  applicable to such Equipment;  and (b)
with respect to any item of Equipment,  the total amount of all vendor or seller
invoices  (including  Lessee  invoices,  if any)  for  such  item of  Equipment,
together with all acquisition fees and costs of delivery, installation,  testing
and related services, accessories,  supplies or attachments procured or financed
by Lessor from vendors or suppliers thereof (including items provided by Lessee)
relating or allocable to such item of Equipment ("Related Expenses"). As used in
this Lease with respect to any Equipment,  the terms "Acceptance  Date," "Rental
Payment(s)," "Rental Payment Date(s)," "Rental Payment Numbers," "Rental Payment
Commencement  Date," "Lease Term" and "Lease Term Commencement  Date" shall have
the  meanings  and  values  assigned  to  them  in the  Lease  Schedule  and the
Acceptance Certificate applicable to such Equipment.

2.   TERM AND RENT

     The Lease Term for any  Equipment  shall be as specified in the  applicable
Lease  Schedule.  Rental  Payments  shall be in the amounts and shall be due and
payable  as set  forth  in the  applicable  Lease  Schedule.  Lessee  shall,  in
addition,  pay  interim  rent to Lessor on a pro-rata,  per-diem  basis from the
Acceptance Date to the Lease Term  Commencement Date set forth in the applicable
Acceptance  Certificate,  payable on such Lease Term  Commencement  Date. If any
rent or other amount payable  hereunder  shall not be paid within 10 days of the
date when due, Lessee shall pay as an  administrative  and late charge an amount
equal to 3% of the amount of any such overdue payment. In addition, Lessee shall
pay overdue  interest on any  delinquent  payment or other amounts due under the
Lease (by reason of  acceleration  or otherwise) from 30 days after the due date
until paid at the rate of 1 1/2% per month or the maximum  amount  permitted  by
applicable law,  whichever is lower.  All payments to be made to Lessor shall be
made to Lessor in immediately  available funds at the address shown above, or at
such other place as Lessor shall specify in writing.  THIS IS A  NON-CANCELABLE,
NON-TERMINABLE  LEASE OF EQUIPMENT  FOR THE ENTIRE  LEASE TERM  PROVIDED IN EACH
LEASE SCHEDULE HERETO.

3.   POSSESSION; PERSONAL PROPERTY

     No right,  title or interest in the  Equipment  shall pass to Lessee  other
than the right to maintain  possession  and use of the  Equipment  for the Lease
Term  (provided no Event of Default has occurred  and is  continuing)  free from
interference by any person claiming by, through,  or under Lessor. The Equipment
shall always  remain  personal  property even though the Equipment may hereafter
become  attached or affixed to real  property.  Lessee agrees to give and record
such  notices  and to  take  such  other  action  at its own  expense  as may be
necessary  to prevent  any third party  (other than an assignee of Lessor)  from
acquiring or having the right under any circumstances to acquire any interest in
the Equipment or this Lease.

4.   DISCLAIMER OF WARRANTIES

     LESSOR IS NOT THE MANUFACTURER OR SUPPLIER OF THE EQUIPMENT,  NOR THE AGENT
THEREOF, AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO ANY
MATTER  WHATSOEVER,  INCLUDING WITHOUT  LIMITATION,  THE  MERCHANTABILITY OF THE
EQUIPMENT,  ITS FITNESS FOR A PARTICULAR PURPOSE,  ITS DESIGN OR CONDITION,  ITS
CAPACITY OR  DURABILITY,  THE  QUALITY OF THE  MATERIAL  OR  WORKMANSHIP  IN THE
MANUFACTURE OR ASSEMBLY OF THE EQUIPMENT,  OR THE CONFORMITY OF THE EQUIPMENT TO
THE PROVISIONS AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING  THERETO,  OR
PATENT INFRINGEMENTS,  AND LESSOR HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSOR IS
NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT,  DEFECTS THEREIN OR
FAILURES IN THE OPERATION THEREOF. Lessee has made the selection of each item of
Equipment and the manufacturer and/or supplier thereof based on its own judgment
and expressly disclaims any reliance upon any statements or representations made
by Lessor.

     If the  Equipment is not  delivered,  is not properly  installed,  does not
operate as warranted,  becomes  obsolete,  or is  unsatisfactory  for any reason
whatsoever,  Lessee shall make all claims on account  thereof solely against the
manufacturer or supplier and not against Lessor,  and Lessee shall  nevertheless
pay all rentals  and other sums  payable  hereunder.  Lessee  acknowledges  that
neither  the   manufacturer  or  supplier  of  the  Equipment,   nor  any  sales
representative  or agent  thereof,  is an agent of Lessor,  and no  agreement or
representation  as to the  Equipment  or any  other  matter  by any  such  sales
representative  or agent of the manufacturer or supplier shall in any way affect
Lessee's obligations hereunder.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS 
     Lessee represents and warrants to and covenants with Lessor that:

     (a) Lessee has the form of  business  organization  indicated  above and is
duly  organized and existing in good standing under the laws of the state listed
in the  caption  of this  Master  Lease  and is duly  qualified  to do  business
wherever  necessary to carry on its present  business and  operations and to own
its property; (b) this Lease has been duly authorized by all necessary action on
the part of Lessee  consistent with its form of  organization,  does not require
any further  shareholder or partner approval,  does not require the approval of,
or the giving  notice  to, any  federal,  state,  local or foreign  governmental
authority and does not  contravene  any law binding on Lessee or contravene  any
certificate or articles of incorporation  or by-



<PAGE>



laws or partnership  certificate or agreement,  or any agreement,  indenture, or
other  instrument  to which  Lessee is a party or by which it may be bound;  (c)
this Lease has been duly  executed  and  delivered  by  authorized  officers  or
partners of Lessee and  constitutes  a legal,  valid and binding  obligation  of
Lessee  enforceable  in accordance  with its terms;  (d) Lessee has not and will
not, directly or indirectly, create, incur or permit to exist any superior lien,
encumbrance,  mortgage,  pledge,  attachment  or  security  interest  on or with
respect to the  Equipment or this Lease  (except  those of persons  claiming by,
through or under  Lessor);  (e) the Equipment will be used solely in the conduct
of Lessee's  business  and will remain in the location  shown on the  applicable
Lease  Schedule  unless  Lessor  otherwise  agrees in  writing  and  Lessee  has
completed all notifications,  filings,  recordings and other actions in such new
location as Lessor may reasonably  request to protect  Lessor's  interest in the
Equipment;  (f) there are no pending or threatened actions or proceedings before
any court or  administrative  agency which materially  adversely affect Lessee's
financial  condition  or  operations,   and  all  credit,  financial  and  other
information  provided  by  Lessee  or at  Lessee's  direction  is,  and all such
information  hereafter  furnished  will be,  true,  correct and  complete in all
material respects; and (g) Lessor has not selected, manufactured or supplied the
Equipment to Lessee and has  acquired any  Equipment  subject  hereto  solely in
connection with this Lease and Lessee has received and approved the terms of any
purchase order or agreement with respect to the Equipment.

6.   INDEMNITY

     Lessee  assumes the risk of liability  for, and hereby  agrees to indemnify
and hold safe and harmless,  and  covenants to defend,  Lessor,  its  employees,
servants  and agents  from and  against:  (a) any and all  liabilities,  losses,
damages, claims and expenses (including legal expenses of every kind and nature)
arising out of the manufacture, purchase, shipment and delivery of the Equipment
to Lessee, acceptance or rejection,  ownership, titling, registration,  leasing,
possession,  operation,  use,  return  or other  disposition  of the  Equipment,
including,  without  limitation,  any liabilities  that may arise from patent or
latent defects in the Equipment  (whether or not  discoverable  by Lessee),  any
claims  based on absolute  tort  liability  or warranty  and any claims based on
patent,  trademark or copyright infringement;  (b) any and all loss or damage of
or to the Equipment;  and (c) any obligation or liability to the manufacturer or
any supplier of the  Equipment  arising  under any purchase  orders issued by or
assigned to Lessor.

7.   TAXES AND OTHER CHARGES

     Lessee agrees to comply with all laws,  regulations and governmental orders
related to this Lease and to the Equipment and its use or possession, and to pay
when due, and to defend and indemnify  Lessor against  liability for all license
fees, assessments,  and sales, use, property,  excise, privilege and other taxes
(including  any related  interest or  penalties) or other charges or fees now or
hereafter imposed by any governmental body or agency upon any Equipment, or with
respect to the manufacturing, ordering, shipment, purchase, ownership, delivery,
installation,  leasing, operation, possession, use, return, or other disposition
thereof or the rentals  hereunder (other than taxes on or measured solely by the
net income of Lessor).  Any fees,  taxes or other lawful  charges paid by Lessor
upon failure of Lessee to make such  payments  shall at Lessor's  option  become
immediately due from Lessee to Lessor.

     If any Lease Schedule is denominated as a "True Lease Schedule," then, with
respect to the  Equipment set forth on such True Lease  Schedule,  Lessee hereby
covenants and agrees that Lessor shall be entitled to the following tax benefits
(the "Tax Benefits"),  Lessor will be entitled to cost recovery deductions under
Section 168 of the Internal Revenue Code of 1986, as amended (the "Code"), using
a 200% declining  balance method of depreciation  switching to the straight line
method for the first  taxable  year for which  such  method  will  yield  larger
depreciation  deductions,  and assuming a half-year  convention and zero salvage
value, for the applicable recovery period for such Equipment as set forth in the
True Lease Schedule with respect to such Equipment.  Lessee further acknowledges
and  agrees  that  Lessor  has  entered  into such True  Lease  Schedule  on the
assumption that Lessor will be taxed throughout the Lease Term of the True Lease
Schedule at Lessor's  federal  corporate income tax rate existing on the date of
such Lease Schedule (the "Assumed Tax Rate").  If, because of (i) the occurrence
of an Event of Default  under the lease;  or (ii) any act or omission of Lessee,
there shall be a loss,  disallowance,  recapture or delay in claiming all or any
portion of the Tax  Benefits  with respect to the  Equipment,  or there shall be
included  in  Lessor's  gross  income  for  Federal,  state or local  income tax
purposes any amount on account of any addition,  modification  or improvement to
or in  respect  of any of the  Equipment  made or paid for by Lessee  (any loss,
disallowance,  recapture,  delay or inclusion being herein called a "Tax Loss"),
then thirty (30) days after  written  notice to Lessee by Lessor that a Tax Loss
has occurred,  Lessee shall pay Lessor a lump sum amount which,  after deduction
of all taxes  required to be paid by Lessor with  respect to the receipt of such
amount,  will  provide  Lessor with an amount  necessary  to  maintain  Lessor's
after-tax  economic  yield and overall net after-tax  cash flows at least at the
same level that would  have been  available  if such Tax Loss had not  occurred,
plus any  interest,  penalties  or  additions  to tax  which may be  imposed  in
connection  with such Tax Loss.  In lieu of paying  such Tax Loss in a lump sum,
upon Lessee's request, and provided the Lease has not been terminated,  such Tax
Loss shall be paid in equal  periodic  payments  over the  applicable  remaining
Lease Term with  respect to such  Equipment  with each  Rental  Payment  due and
payable with respect to such Equipment.  A Tax Loss shall conclusively be deemed
to have  occurred  if a  deficiency  shall have been  proposed  by the  Internal
Revenue  Service or other  taxing  authority  having  jurisdiction,  and paid by
Lessor. The foregoing indemnities and covenants set forth in Sections 6 and 7 of
this Master Lease shall  continue in full force and effect and shall survive the
expiration or earlier termination of the Lease.


8.   DEFAULT

     Lessee shall be in default of this Lease upon the  occurrence of any one or
more of the following events (each an "Event of Default"):

     (a) Lessee shall fail to make any payment, of rent or otherwise,  under any
Lease within 10 days of the date when due; or (b) Lessee shall fail to obtain or
maintain any of the insurance required under any Lease; or (c) Lessee shall fail
to perform or observe any covenant,  condition or agreement under any Lease, and
such failure continued for 30 days after notice thereof to Lessee; or (d) Lessee
shall default in the payment or performance of any indebtedness or obligation to
Lessor or any affiliated person,  firm or entity  controlling,  controlled by or
under common  control with Lessor,  under any loan,  note,  security  agreement,
lease,  guaranty,  title  retention or conditional  sales agreement or any other
instrument or agreement  evidencing such  indebtedness with Lessor or such other
affiliated   person,   firm  or  entity  affiliated  with  Lessor;  or  (e)  any
representation  or  warranty  made  by  Lessee  herein  or in  any  certificate,
agreement,  statement  or document  hereto or  hereafter  furnished to Lessor in
connection  herewith,  including without limitation,  any financial  information
disclosed  to  Lessor,  shall  prove to be false or  incorrect  in any  material
respect;  or (f) death or judicial  declaration of incompetence of Lessee, if an
individual;  the  commencement  of  any  bankruptcy,  insolvency,   arrangement,
reorganization,  receivership,  liquidation  or other  similar  proceeding by or
against Lessee or any of its properties or businesses, which proceedings are not
dismissed within 90 days, or the appointment of a trustee, receiver,  liquidator
or  custodian  for Lessee or any of its  properties  of  business,  or if Lessee
suffers  the entry of an order for relief  under  Title 11 of the United  States
Code;  or the making by Lessee of a general  assignment or deed of trust for the
benefit of  creditors,  or (g)  Lessee  shall  default  in any  payment or other
obligation to any third party in excess of $250,000.00 and any applicable  grace
or cure period with respect  thereto has expired;  or (h) Lessee shall terminate
its existence by merger, consolidation,  sale of substantially all of its assets
or otherwise;  or (i) Lessor shall determine, in its sole discretion and in good
faith, that there has been a material adverse change in the financial  condition
of the Lessee since the date of this Lease, or that Lessee's ability to make any
payment  hereunder  promptly when due or otherwise comply with the terms of this
Lease or any other agreement  between Lessor and Lessee is impaired;  or (j) any
event or condition  set forth in  subsections  (b) through (i) of this Section 8
shall occur with respect to any guarantor responsible,  in whole or in part, for
payment or performance of this Lease; or (k) any event or condition set forth in
subsections  (d)  through  (h) shall  occur with  respect to any  successors  or
assigns of Lessee.  Lessee shall promptly notify Lessor of the occurrence of any
Event of Default or the occurrence or existence of any event or condition which,
upon the  giving  of notice of lapse of time,  or both,  may  become an Event of
Default.

9.   REMEDIES; MANDATORY PREPAYMENT.

     Upon the occurrence of any Event of Default, Lessor may, at its sole option
and discretion,  exercise one or more of the following  remedies with respect to
any or all of the Equipment:  (a) cause Lessee to promptly  return,  at Lessee's
expense,  any or all  Equipment  to such  location  as Lessor may  designate  in
accordance with the terms of Section 18 of this Master Lease, or Lessor,  at its
option,  may enter upon the  premises  where the  Equipment  is located and take
immediate possession of and remove the same by summary proceedings or otherwise,
all without  liability  to Lessor for or by reason of damage to property or such
entry or taking possession except for Lessor's negligence or willful misconduct;
(b) sell any or all Equipment at public or private sale or otherwise dispose of,
hold, use, operate, lease to others or keep idle the Equipment, all as Lessor in
its sole  discretion  may  determine  and all free and  clear of any  rights  of
Lessee;  (c) remedy such default,  including  making repairs or modifications to
the


                                        2


<PAGE>



Equipment, for the account and expense of Lessee, and Lessee agrees to reimburse
Lessor for all of Lessor's  reasonable costs and expenses  actually  incurred in
connection with making such repairs; (d) by written notice to Lessee,  terminate
the Lease with respect to any or all Lease  Schedules and the Equipment  subject
thereto,  as such notice shall  specify,  and,  with respect to such  terminated
Lease Schedules and Equipment,  declare  immediately due and payable and recover
from Lessee,  as  liquidated  damages for loss of Lessor's  bargain and not as a
penalty, an amount equal to the Stipulated Loss Value, calculated as of the next
following Rental Payment Date; (e) apply any deposit or other cash collateral or
sale or remarketing  proceeds of the Equipment at any time to reduce any amounts
due to Lessor, and (f) exercise any other right or remedy which may be available
to Lessor  under  applicable  law,  or proceed by  appropriate  court  action to
enforce the terms hereof or to recover damages for the breach hereof,  including
reasonable  attorneys'  fees and court  costs.  Notwithstanding  the  foregoing,
provided all amounts due hereunder have been paid by Lessee, Lessor may sell the
Equipment  on an AS IS BASIS to the  highest  bidder and refund the  proceeds of
such sale to Lessee up to the full  Stipulated  Loss  Value.  Notice of Lessor's
intention  to  accelerate,   notice  of  acceleration,   notice  of  nonpayment,
presentment,  protest,  notice of dishonor,  or any other notice  whatsoever are
hereby  waived by Lessee  and any  endorser,  guarantor,  surety or other  party
liable in any capacity for any of the Lessee's  obligations  under or in respect
of the Lease.  No remedy  referred to in this Section 9 shall be exclusive,  but
each shall be cumulative  and in addition to any other remedy  referred to above
or otherwise available to Lessor at law or in equity.

     The exercise or pursuit by Lessor of any one or more of such remedies shall
not preclude the  simultaneous  or later exercise or pursuit by Lessor of any or
all such other remedies, and all remedies hereunder shall survive termination of
this Lease. At any sale of the Equipment  pursuant to this Section 9, Lessor may
bid for the Equipment. Notice required, if any, of any sale or other disposition
hereunder  by Lessor  shall be satisfied by the mailing of such notice to Lessee
at least  seven (7) days prior to such sale or other  disposition.  In the event
Lessor takes possession and disposes of the Equipment,  the proceeds of any such
disposition  shall be applied in the  following  order:  (1) to all of  Lessor's
costs, charges and expenses incurred in taking, removing, holding, repairing and
selling or leasing  the  Equipment;  (2) to the  extent not  previously  paid by
Lessee,  to pay Lessor for any damages then remaining unpaid  hereunder;  (3) to
reimburse  Lessee for any sums previously  paid by Lessee as damages  hereunder;
and (4) the balance,  if any, shall be retained by Lessor.  A termination  shall
occur only upon written notice by Lessor and only with respect to such Equipment
as Lessor shall specify in such notice.  Termination  under this Section 9 shall
not affect Lessee's duty to perform Lessee's obligations  hereunder to Lessor in
full.  Lessee  agrees to  reimburse  Lessor on demand  for any and all costs and
expenses  incurred  by Lessor in  enforcing  its rights and  remedies  hereunder
following the occurrence of an Event of Default, including,  without limitation,
reasonable  attorney's fees, and the costs of repossession,  storage,  insuring,
reletting, selling and disposing of any and all Equipment.

     The term  "Stipulated  Loss  Value" with  respect to any item of  Equipment
shall mean the Stipulated  Loss Value as set forth in any Schedule of Stipulated
Loss Values  attached to and made a part of the applicable  Lease  Schedule.  If
there is no such Schedule of Stipulated  Loss Values,  then the Stipulated  Loss
Value with respect to any item of  Equipment  on any Rental  Payment Date during
the Lease Term shall be an amount  equal to the sum of: (a) all Rental  Payments
and other  amounts then due and owing to Lessor under the Lease,  together  with
all accrued interest and late charges thereon  calculated  through and including
the date of payment;  plus (b) the net present value of: (i) all Rental Payments
then remaining  unpaid for the Lease Term,  plus (ii) the amount of any purchase
obligation  with  respect  to such  item of  Equipment  or,  if there is no such
obligation,  then the fair market  value of such item of Equipment at the end of
the Lease Term, as estimated by Lessor in its sole  discretion  (accounting  for
the amount of any unpaid  Related  Expenses for such item of Equipment and, with
respect to any such item of Equipment  that has been attached to or installed on
or in any  other  property  leased  or  owned by  Lessee,  such  value  shall be
determined on an installed  basis,  in place and in use),  all discounted to net
present value at a discount rate equal to the 1-year Treasury  Constant Maturity
rate as published in the Selected  Interest  Rates table of the Federal  Reserve
statistical  release  H.15(519)  for the week  ending  immediately  prior to the
original Acceptance Date for such Equipment.

     Lessee is or may become indebted under or in respect of one or more leases,
loans, notes, credit agreements,  reimbursement agreements, security agreements,
title retention or conditional sales agreements, or other documents, instruments
or agreements,  whether now existing or hereafter arising,  evidencing  Lessee's
obligations for the payment of borrowed money or other financial  accommodations
("Obligations")  owing to FCC, or to one or more  affiliated  persons,  firms or
entities  controlling,  controlled  by  or  under  common  control  with  Lessor
("Affiliates").  If  Lessee  pays or  prepays  all or  substantially  all of its
Obligations  owing to any  Affiliate,  and  Lessee  shall be in  default  in the
payment or performance of such Obligations (whether or not such default has been
declared), then Lessee shall pay, at Lessor's option and immediately upon notice
from Lessor, all or any part of Lessee's Obligations owing to Lessor,  including
but not  limited to  Lessee's  payment of  Stipulated  Loss Value for all or any
Lease Schedules as set forth in such notice from Lessor.

10.  ADDITIONAL SECURITY

     For so long as any obligations of Lessee shall remain outstanding under any
Lease,  Lessee  hereby  grants to Lessor a security  interest in all of Lessee's
rights in and to  Equipment  subject to such Lease from time to time,  to secure
the  prompt  payment  and  performance  when due (by reason of  acceleration  or
otherwise) of each and every indebtedness, obligation or liability of Lessee, or
any  affiliated  person,  firm, or entity  controlling,  controlled by, or under
common control with Lessee,  owing to Lessor,  whether now existing or hereafter
arising,  of such  obligations  under or in respect of any Lease.  The extent to
which  Lessor  shall  have a purchase  money  security  interest  in any item of
Equipment  under a Lease  which is deemed to create a  security  interest  under
Section  1-201(37)  of the  Uniform  Commercial  Code  shall  be  determined  by
reference to the Acquisition Cost of such item financed by Lessor. In order more
fully to  secure  its  rental  payments  and all  other  obligations  to  Lessor
hereunder,  Lessee hereby grants to Lessor a security interest in any deposit of
Lessee to Lessor under Section 3(d) of any Lease Schedule hereto.  Such security
deposit shall not bear  interest,  may be commingled  with other funds of Lessor
and shall be  immediately  restored by Lessee if applied  under  Section 9. Upon
expiration  of the  term of  this  Lease  and  satisfaction  of all of  Lessee's
obligations, the security deposit shall be returned to Lessee. The term "Lessor"
as used in this Section 10 shall include any affiliated  person,  firm or entity
controlling, controlled by or under common control with Lessor.

11.  NOTICES

     Any notices or demands  required or  permitted to be given under this Lease
shall be given in writing and by regular  mail and shall become  effective  when
deposited  in the  United  States  mail with  postage  prepaid  to Lessor to the
attention of Customer Accounts, and to Lessee at the address set forth above, or
to such other  address as the party to receive  notice  hereafter  designates by
such written notice.

12.  USE; MAINTENANCE; INSPECTION; LOSS AND DAMAGE

     During  the Lease Term for each item of  Equipment,  Lessee  shall,  unless
Lessor shall otherwise consent in writing:  (a) permit each item of Equipment to
be used only within the continental United States by qualified  personnel solely
for business  purposes  and the purpose for which it was designed and shall,  at
its sole expense,  service, repair, overhaul and maintain each item of Equipment
in the same condition as when received, ordinary wear and tear excepted, in good
operating  order,  consistent with prudent  industry  practice (but, in no event
less than the same extent to which Lessee  maintains other similar  equipment in
the prudent  management of its assets and properties) and in compliance with all
applicable  laws,  ordinances,  regulations,  and  conditions  of all  insurance
policies  required to be  maintained  by Lessee under the Lease and all manuals,
orders,  recommendations,  instructions and other written requirements as to the
repair  and  maintenance  of such  item of  Equipment  issued at any time by the
vendor and/or manufacturer thereof; (b) maintain  conspicuously on any Equipment
such labels,  plates, decals or other markings as Lessor may reasonably require,
stating  that  Lessor is owner of such  Equipment;  (c)  furnish to Lessor  such
information  concerning  the  condition,  location,  use  and  operation  of the
Equipment as Lessor may request;  (d) permit any person  designated by Lessor to
visit and  inspect  any  Equipment  and any  records  maintained  in  connection
therewith,  provided,  however,  that the  failure  of  Lessor  to  inspect  the
Equipment or to inform Lessee of any  noncompliance  shall not relieve Lessee of
any of its obligations hereunder;  (e) if any Equipment does not comply with the
requirements of this Lease,  Lessee shall, within 30 days of written notice from
Lessor,  bring such Equipment into  compliance;  (f) not use any Equipment,  nor
allow the same to be used, for any unlawful purpose,  nor in connection with any
property or material that would  subject the Lessor to any  liability  under any
state or federal statute or regulation pertaining to the production,  transport,
storage, disposal or discharge of hazardous or toxic waste or materials; and (g)
make no additions,  alterations,  modifications  or improvements  (collectively,
"Improvements")  to any item of Equipment that are not readily removable without
causing material damage to such item of Equipment or which will cause the value,
utility or useful life of such item of Equipment to materially  decline.  If any
such  Improvement is made and cannot be removed without causing  material damage
or decline in value,  utility or useful  life (a  "Non-Severable  Improvement"),
then Lessee  warrants  that such  Non-Severable  Improvement  shall  immediately
become Lessor's property upon being installed and shall be free and clear of all
liens and encumbrances  and shall become  Equipment  subject to all of the terms
and


                                        3


<PAGE>



conditions  of the  Lease.  All such  Improvements  that  are not  Non-Severable
Improvements  shall be  removed  by  Lessee  prior to the  return of the item of
Equipment hereunder or such Improvements shall also become the sole and absolute
property of Lessor without any further  payment by Lessor to Lessee and shall be
free and clear of all liens and encumbrances whatsoever. Lessee shall repair all
damage to any item of Equipment  caused by the removal of any  Improvement so as
to restore such item of Equipment to the same  condition  which existed prior to
its installation and as required by this Lease.

     Lessee hereby assumes all risk of loss,  damage or destruction for whatever
reason to the Equipment  from and after the earlier of the date (i) on which the
Equipment  is ordered or (ii) Lessor pays the purchase  price of the  Equipment,
and continuing until the Equipment has been returned to, and accepted by, Lessor
in the condition  required by Section 18 hereof upon the expiration of the Lease
Term. If during the Lease Term all or any portion of an item of Equipment  shall
become lost, stolen,  destroyed,  damaged beyond repair or rendered  permanently
unfit for use for any reason, or in the event of any condemnation, confiscation,
theft or seizure or  requisition  of title to or use of such item,  Lessee shall
immediately  pay to Lessor an amount equal to the Stipulated  Loss Value of such
item of Equipment, as of the next following Rental Payment Date.

13.  INSURANCE

     Lessee shall  procure and maintain  insurance in such amounts and upon such
terms and with such  companies  as Lessor may  approve,  during the entire Lease
Term and until the  Equipment  has been  returned to, and accepted by, Lessor in
the condition required by Section 18 hereof, at Lessee's expense,  provided that
in no event  shall  such  insurance  be less than the  following  coverages  and
amounts: (a) Worker's  Compensation and Employer's  Liability Insurance,  in the
full statutory  amounts  provided by law; (b)  Comprehensive  General  Liability
Insurance  including  product/completed  operations  and  contractual  liability
coverage, with minimum limits of $1,000,000 each occurrence, and Combined Single
Limit Body Injury and Property Damage,  $1,000,000 aggregate,  where applicable;
and (c) All Risk Physical  Damage  Insurance,  including  flood, on each item of
Equipment,  in an amount not less than the greater of the Stipulated  Loss Value
of the Equipment or (if available) its full  replacement  value.  Lessor will be
included as an  additional  insured and loss payee as its  interest  may appear.
Such policies shall be endorsed to provide that the coverage  afforded to Lessor
shall not be rescinded, impaired or invalidated by any act or neglect of Lessee.
Lessee  agrees to waive  Lessee's  right and its insurance  carrier's  rights of
subrogation against Lessor for any and all loss or damage.

     In addition to the  foregoing  minimum  insurance  coverage,  Lessee  shall
procure and  maintain  such other  insurance  coverage as Lessor may  reasonably
require from time to time during the Lease Term.  All policies shall be endorsed
or contain a clause  requiring  the  insurer to furnish  Lessor with at least 30
days' prior written notice of any material  change,  cancellation or non-renewal
of coverage.  Upon  execution of this Lease,  Lessee shall furnish Lessor with a
certificate  of insurance  or other  evidence  satisfactory  to Lessor that such
insurance coverage is in effect,  provided,  however, that Lessor shall be under
no duty  either to  ascertain  the  existence  of or to examine  such  insurance
coverage or to advise  Lessee in the event such  insurance  coverage  should not
comply with the requirements  hereof. In case of failure of Lessee to procure or
maintain insurance,  Lessor may at its option obtain such insurance, the cost of
which  will  be  paid  by  the  Lessee  as  additional  rentals.  Lessee  hereby
irrevocably  appoints  Lessor as Lessee's  attorney-in-fact  to file,  settle or
adjust,  and receive  payment of claims under any such  insurance  policy and to
endorse Lessee's name on any checks,  drafts or other  instruments on payment of
such claims. Lessee further agrees to give Lessor prompt notice of any damage to
or loss of, the Equipment, or any part thereof.

14.  LIMITATION OF LIABILITY

     Lessor  shall have no liability  in  connection  with or arising out of the
ownership,  leasing,  furnishing,  performance  or use of the  Equipment  or any
special,  indirect,  incidental  or  consequential  damages  of  any  character,
including,   without  limitation,  loss  of  use  of  production  facilities  or
equipment, loss of profits, property damage or lost production, whether suffered
by Lessee or any third party.

15.  FURTHER ASSURANCES

     Lessee shall promptly execute and deliver to Lessor such further  documents
and take such further action as Lessor may require in order to more  effectively
carry out the intent and purpose of this Lease.  Lessee shall provide to Lessor,
within 120 days after the close of each of  Lessee's  fiscal  years,  and,  upon
Lessor's  request,  within 45 days of the end of each quarter of Lessee's fiscal
year, a copy of its financial  statements  prepared in accordance with generally
accepted accounting  principles and, in the case of annual financial statements,
audited  by  independent  certified  public  accountants,  and  in the  case  of
quarterly  financial  statements  certified by Lessee's chief financial officer.
Lessee  shall  execute and deliver to Lessor upon  Lessor's  request any and all
schedules,  forms and other reports and information as Lessor may deem necessary
or  appropriate  to  respond  to  requirements  or  regulations  imposed  by any
governmental  authorities.  Lessee  shall  execute  and  deliver to Lessor  upon
Lessor's reasonable request such further and additional  documents,  instruments
and assurances as Lessor deems necessary (a) to acknowledge and confirm, for the
benefit of Lessor or any assignee or transferee of any of Lessor's rights, title
and interests hereunder (an "Assignee"),  all of the terms and conditions of all
or any part of this  Lease  and  Lessor's  or  Assignee's  rights  with  respect
thereto, and Lessee's compliance with all of the terms and provisions hereof and
(b) to preserve,  protect and perfect  Lessor's or  Assignee's  right,  title or
interest hereunder and in any Equipment, including, without limitation, such UCC
financing  statements or  amendments,  corporate  resolutions,  certificates  of
compliance,  notices of assignment or transfers of interests,  and  restatements
and  reaffirmations  of  Lessee's   obligations  and  its   representations  and
warranties with respect thereto as of the dates requested by Lessor from time to
time.  In  furtherance  thereof,  Lessor  may  file or  record  this  Lease or a
memorandum  or a  photocopy  hereof  (which  for the  purposes  hereof  shall be
effective as a financing  statement) so as to give notice to third parties,  and
Lessee hereby appoints Lessor as its attorney-in-fact to execute, sign, file and
record UCC  financing  statements  and other  lien  recordation  documents  with
respect to the Equipment  where Lessee fails or refuses to do so after  Lessor's
written  request,  and Lessee agrees to pay or reimburse  Lessor for any filing,
recording or stamp fees or taxes arising from any such filings.

16.  ASSIGNMENT

     This Lease and all rights of Lessor hereunder shall be assignable by Lessor
absolutely or as security,  without  notice to Lessee,  subject to the rights of
Lessee  hereunder for the use and  possession of the Equipment for so long as no
Event of Default has occurred and is continuing  hereunder.  Any such assignment
shall  not  relieve  Lessor of its  obligations  hereunder  unless  specifically
assumed  by the  assignee,  and Lessee  agrees it shall not assert any  defense,
rights of set-off or  counterclaim  against any  assignee to which  Lessor shall
have  assigned its rights and interests  hereunder,  nor hold or attempt to hold
such assignee liable for any of Lessor's obligations  hereunder arising prior to
the  date of such  assignment.  No such  assignment  shall  materially  increase
Lessee's obligations hereunder. LESSEE SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS
RIGHTS OR  OBLIGATIONS  UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE WITH RESPECT
TO ANY OF THE  EQUIPMENT  WITHOUT THE EXPRESS  PRIOR  WRITTEN  CONSENT OF LESSOR
WHICH SHALL NOT BE UNREASONABLY WITHHELD.

17.  LESSEE'S OBLIGATION UNCONDITIONAL

     This Lease is a net lease and  Lessee  hereby  agrees  that it shall not be
entitled to any abatement of rents or of any other amounts payable  hereunder by
Lessee,  and that its  obligation  to pay all rent and any other  amounts  owing
hereunder  shall  be  absolute  and  unconditional   under  all   circumstances,
including,  without limitation,  the following  circumstances:  (i) any claim by
Lessee to any right of set-off, counterclaim, recoupment, defense or other right
which  Lessee  may have  against  Lessor,  any  seller  or  manufacturer  of any
Equipment or anyone else for any reason  whatsoever;  (ii) the  existence of any
liens,  encumbrances  or  rights  of  others  whatsoever  with  respect  to  any
Equipment,  whether or not resulting  from claims  against Lessor not related to
the  ownership  of such  Equipment;  or (iii) any other  event or  circumstances
whatsoever.  Each Rent Payment or other amount paid by Lessee hereunder shall be
final and Lessee will not seek to recover all or any part of such  payment  from
Lessor for any reason whatsoever.

18.  RETURN OF EQUIPMENT

     Upon the  expiration or earlier  termination of the Lease Term with respect
to any  Equipment,  and  provided  that  Lessee has not  validly  exercised  any
purchase option with respect thereto,  Lessee shall: (a) return the Equipment to
a location and in the manner  designated  by the Lessor  within the  continental
United  States,   including,   as  reasonably   required  by  Lessor,   securing
arrangements  for the  disassembly  and  packing for  shipment by an  authorized
representative of the manufacturer of the Equipment, shipment with all parts and
pieces on a carrier  designated  or  approved  by  Lessor,  and then  reassembly
(including,  if necessary,  repair and overhaul) by such  representative  at the
return  location in the  condition the Equipment is


                                        4


<PAGE>



required to be  maintained  by the Lease and in such  condition as will make the
Equipment  immediately able to perform all functions for which the Equipment was
originally  designed  (or as upgraded  during the Lease Term),  and  immediately
qualified   for   the    manufacturer's    (or   other   authorized    servicing
representative's)  then-available  service  contract or warranty;  (b) cause the
Equipment to qualify for all  applicable  licenses or permits  necessary for its
operation  for its intended  purpose and to comply with all  specifications  and
requirements  of  applicable  federal,  state and local  laws,  regulations  and
ordinances;  (c) upon Lessor's request, provide suitable storage,  acceptable to
Lessor,  for the  Equipment for a period not to exceed 180 days from the date of
return;  (d)  cooperate  with Lessor in  attempting  to remarket the  Equipment,
including,  upon  reasonable  notice and not more  frequently  than twice in any
month display and  demonstration  of the Equipment to prospective  purchasers or
lessees, and allowing Lessor to conduct any private or public sale or auction of
the Equipment on Lessee's premises. All costs incurred in connection with any of
the foregoing shall be the sole responsibility of the Lessee.  During any period
of time from the  expiration  or  earlier  termination  of the  Lease  until the
Equipment is returned in accordance  with the provisions  hereof or until Lessor
has been paid the applicable  purchase  option price if any applicable  purchase
option is  exercised,  Lessee agrees to pay to Lessor  additional  per diem rent
("Holdover Rent"),  payable promptly on demand in an amount equal to 125% of the
highest  monthly  Rental  Payment  payable  during the Lease Term divided by 30,
provided, however, that nothing contained herein and no payment of Holdover Rent
hereunder  shall relieve  Lessee of its  obligation to return the Equipment upon
the expiration or earlier termination of the Lease.

19.  RELATED LEASE SCHEDULES

     In the event that any  Equipment  subject to a Lease shall become  attached
to, affixed to, or used in connection with Equipment  subject to any other Lease
hereunder (each a "Related Lease  Schedule"),  Lessee agrees that: (a) if Lessee
elects to exercise  any  purchase  option,  early  termination  option,  renewal
option,  purchase obligation or early purchase option under any Lease; or (b) if
Lessee elects to return the Equipment  under any Lease in accordance  therewith,
then, in either case, Lessor shall have the right, in its discretion, to require
the same disposition for all Equipment subject to a Related Lease Schedule.

20.  MISCELLANEOUS; ENFORCEABILITY AND GOVERNING LAW

     The term  "Lessee"  as used in the Lease shall mean and include any and all
Lessees who sign below, each of whom shall be jointly and severally liable under
the Lease.  This Master Lease will not be binding on Lessor  until  accepted and
executed by Lessor,  notice of which is hereby  waived by Lessee.  Any waiver of
the terms hereof shall be  effective  only in the specific  instance and for the
specific purpose given. Time is of the essence in the payment and performance of
all of Lessee's  obligations under the Lease. The captions in this Lease are for
convenience only and shall not define or limit any of the terms hereof.

     Any provisions of this Lease which are  unenforceable  in any  jurisdiction
shall,  as  to  such  jurisdiction,   be  ineffective  to  the  extent  of  such
unenforceability  without  invalidating the remaining provisions hereof, and any
such  unenforceability  in any jurisdiction shall not render  unenforceable such
provisions in any other jurisdiction. To the extent permitted by applicable law,
Lessee  hereby  waives;  (a) any  provisions  of law which render any  provision
hereof  unenforceable  in any respect;  (b) all rights and remedies  under Rhode
Island General Laws Sections 6A-2.1-508 through 522 or corresponding  provisions
of the  Uniform  Commercial  Code  article or  division  pertaining  to personal
property  leasing  in any  jurisdiction  in which  enforcement  of this Lease is
sought.

     THIS  LEASE AND THE LEGAL  RELATIONS  OF THE  PARTIES  HERETO  SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF RHODE  ISLAND,  WITHOUT  REGARD TO  PRINCIPLES  REGARDING  THE CHOICE OF LAW.
LESSEE  HEREBY  CONSENTS  AND SUBMITS TO THE  JURISDICTION  OF THE COURTS OF THE
STATE OF RHODE ISLAND AND THE FEDERAL  DISTRICT  COURT FOR THE DISTRICT OF RHODE
ISLAND FOR THE PURPOSES OF ANY SUIT,  ACTION OR OTHER PROCEEDING  ARISING OUT OF
ITS OBLIGATIONS HEREUNDER,  AND EXPRESSLY WAIVES ANY OBJECTIONS THAT IT MAY HAVE
TO THE VENUE OF SUCH COURTS.  LESSEE HEREBY  EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY IN ANY ACTION  BROUGHT ON OR WITH  RESPECT TO THIS LEASE.  Any action by
Lessee  against  Lessor for any cause of action  relating to this Lease shall be
brought within one year after any such cause of action first arises.

     THIS LEASE  REPRESENTS THE FINAL AGREEMENT  BETWEEN THE PARTIES  CONCERNING
THE LEASE OF THE  EQUIPMENT  AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  BETWEEN THE  PARTIES.  LESSEE
ACKNOWLEDGES  AND CERTIFIES THAT NO SUCH ORAL AGREEMENTS  EXIST.  THIS LEASE MAY
NOT BE  AMENDED,  NOR MAY ANY  RIGHTS  UNDER THE LEASE BE  WAIVED,  EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY THE PARTY CHARGED WITH SUCH AMENDMENT OR WAIVER.

Executed and delivered by duly authorized  representatives of the parties hereto
as of the date set forth below.


DATED AS OF: May 15, 1997


FLEET CAPITAL CORPORATION                    SUPREMA SPECIALTIES, INC.
                                             
                                             
By: /s/ Deborah Hayes                        By: /s/ Paul Lauriero
    ---------------------------                  -------------------------
Name: Deborah Hayes                          Name: Paul Lauriero
Title: Vice President                        Title: Executive Vice President
                                             
                                             
                                        5