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

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


                              W I T N E S S E T H:

     WHEREAS,  the Borrower and the Guarantor  have requested that the revolving
credit facility maintained pursuant to the Credit Agreement be amended to modify
certain of the covenants and other terms and  conditions set forth in the Credit
Agreement; and

     WHEREAS,  the Banks are  agreeable to said  amendments  and  modifications,
subject to terms and conditions set forth herein;

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

     Section 1. Effect of  Amendment.  This  Amendment  is an  amendment  to the
Credit Agreement.  Unless the context of this Amendment otherwise requires,  the
Credit Agreement and this Amendment shall be read together and shall have effect
as if the  provisions of the Credit  Agreement and this Amendment were contained
in one agreement. After the effective date of this



<PAGE>



Amendment, references to the Credit Agreement shall mean the Credit Agreement as
amended by this  Amendment.  Capitalized  terms used herein  without  definition
shall  have  the  respective  meanings  assigned  to such  terms  in the  Credit
Agreement.

     Section 2. Amendments to Credit Agreement.

     (a) SECTION 10.14(a) of the Credit Agreement is amended and restated in its
entirety to read as follows:

          "(a)  Tangible Net Worth.  Not permit its Tangible Net Worth as at the
          fiscal  quarters  set forth below to be less than the amount set forth
          opposite such fiscal quarter ending:

         Fiscal Quarter Ended                        Minimum Tangible Net Worth
         --------------------                        --------------------------
                  12/31/98                                    $16,583,000
                   3/31/99                                    $17,394,000
                   6/30/99                                    $18,267,000
                   9/30/99                                    $19,159,000
                  12/31/99                                    $20,078,000
                   3/31/00                                    $21,017,000
                   6/30/00,                                   $22,003,000
                  and each quarter thereafter;

          provided,  however,  that the minimum Tangible Net Worth  requirements
          set forth above  shall be reduced by any  reduction  in  Tangible  Net
          Worth  resulting  solely from the purchase by the Borrower of treasury
          stock during the relevant fiscal quarters, provided that the aggregate
          amount of all such reductions may not exceed $3,200,000."

     (b) SECTION  10.18 of the Credit  Agreement  is amended and restated in its
entirety to read as follows:

          "10.18  Limitation on Dividends.  Not (i) declare or pay any dividends
          (other than  lawful  dividends  to the  Borrower  from the  Guarantor,
          dividends to stockholders of the Borrower  payable in shares of common
          stock and cash  dividends  to  holders of the  preferred  stock of the
          Borrower, so long as no Event of Default has occurred), (ii) purchase,
          redeem, retire, or otherwise acquire for value any of its stock now or
          hereafter outstanding in excess of $3,200,000 in the aggregate for the
          Borrower and Guarantor,  or (iii) make any  distribution  of Assets to
          its  stockholders  as  such  whether  in  case,  or  other  Assets  or
          obligations, (iv) allocate or otherwise set


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          apart any sum for the  payment  of any  dividend  (other  than  lawful
          dividends to the Borrower from the Guarantor) or  distribution  on, or
          for the  purchase,  redemption,  or  retirement  of, any shares of its
          stock,  or (v) make any other  distribution by reduction of capital or
          otherwise  in respect of any shares of its stock,  or (vi)  permit the
          Guarantor to purchase or otherwise  acquire for value any stock of the
          Borrower in excess of $3,200,000 in the aggregate for the Borrower and
          Guarantor."

     (c) SECTION 12.1(c) of the Credit  Agreement is amended and restated in its
entirety to read as follows:

          "(c)  Non-Compliance  with  Certain  Covenants.  The  Borrower  or the
          Guarantor  shall fail in the observance or performance of any covenant
          or agreement set forth in Sections 10.4, 10.14,  10.15,  10.16, 10.17,
          10.19, 10.20, 10.21(c), 10.22, 10.24, 10.26, 10.27, 10.28 or 10.30(a);
          provided,  however,  a failure of the Borrower or the Guarantor in the
          observance  or  performance  of the  covenant  set  forth  in  Section
          10.14(b)  shall  not  constitute  an Event of  Default  as long as the
          Leverage  Ratio,  tested at the end of a fiscal  quarter,  is not more
          than 2.25 to 1.00,  and the Leverage  Ratio  returns to a ratio of not
          more than 2.00 to 1.00 within two fiscal quarters of such  occurrence;
          or"

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

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

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



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generally, and by general equitable principles (whether enforcement is sought in
proceedings in equity or at law).

     (c)  Neither  the  execution  and  delivery  of  this  Amendment,  nor  the
consummation  by the  Borrower  and the  Guarantor  of the  transactions  herein
contemplated,  nor compliance by each with the terms,  conditions and provisions
hereof will conflict with or result in a breach of any of the terms,  conditions
or provisions  of (i) its  Certificate  of  Incorporation  or By-Laws;  (ii) any
material  agreement or  instrument  to which it is now a party or by which it or
its property  is, or may be, bound  (except any  agreement  with the Banks),  or
constitute  a  default  thereunder,  or result  thereunder  in the  creation  or
imposition of any security  interest,  mortgage,  lien, charge or encumbrance of
any nature  whatsoever upon any of its properties or assets;  (iii) any judgment
or order,  writ,  injunction  or decree of any court to which it is subject;  or
(iv) any Requirement of Law;

     (d) No action  of, or  filing  with,  any  governmental  or public  body or
authority is required to authorize,  or is otherwise required in connection with
the execution,  delivery and performance of this Amendment  (except  pursuant to
Section 4(e) hereof);

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

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

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

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



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

     (b) the  Borrower  shall  have paid the  legal  fees and  disbursements  of
Windels,  Marx,  Davies & Ives, in respect of matters related to this Amendment;
and

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

     Section 5. Expenses.  The Borrower and the Guarantor shall pay, jointly and
severally,  all  reasonable  expenses  of the  Agent and the  Banks,  including,
without  limitation,  the  reasonable  legal fees  incurred by the Agent and the
Banks  as set  forth in  Section  4(e),  in  connection  with  the  preparation,
negotiation,  execution and delivery and review of this Amendment, and all other
documents and instruments  executed in connection with this  transaction and all
filing and search fees incurred in connection herewith.

     Section 6.  References to Credit  Agreement.  The Credit  Agreement is, and
shall  continue  to be, in full  force and  effect  and is hereby  ratified  and
confirmed in all respects  except that after giving effect to this Amendment all
references  in the Credit  Agreement to "this  Agreement,"  "hereto,"  "hereof,"
"hereunder" or words of like import referring to the Credit Agreement shall mean
the Credit Agreement,  as amended through the date hereof; and all references in
the Note and the other Loan  Documents  to the Credit  Agreement  shall mean the
Credit Agreement, as amended hereby.

     Section 7. Amendment. This Amendment is limited as written and shall not be
deemed (i) to be an amendment of or a consent  under or waiver of any other term
or  condition  of  the  Credit  Agreement,  or any  of  the  various  agreements
guarantying  or  securing  the  obligations  of the  Borrower  under the  Credit
Agreement or (ii) to prejudice any right or rights which the Agent and the Banks
now has or may  have in the  future  under  or in  connection  with  the  Credit
Agreement or such other agreements except as expressly waived hereby.

     Section 8. Security Interests. It is agreed and confirmed that after giving
effect to this Amendment, the security interests granted by the Borrower and the
Guarantor pursuant to the Credit Agreement and the other Loan Documents continue
to secure as a first priority Lien on the Assets described in Section 8.1 of the
Credit Agreement, inter alia, to the Banks the prompt and full payment of all of
the  Obligations  arising  under  the  Credit  Agreement,  as  amended  by  this
Amendment, and to secure to Fleet the


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reimbursement  and  repayment  of the  Letter of Credit,  the  Master  Agreement
Obligations and the Fleet Mortgage Loan.

     Section 9. Guarantor.  The Guarantor,  by their  signatures  below,  hereby
acknowledge  and agree to the changes to the Credit  Agreement set forth in this
Amendment.  The Guarantor  hereby confirms that their joint and several guaranty
as set forth in  Section 7 of the  Credit  Agreement  remains  in full force and
effect and that the Obligations  guaranteed include,  without limitation,  those
Obligations  arising under the Credit Agreement as amended by this Amendment and
that, to secure to the Banks the prompt and full payment and  performance of all
of the Obligations,  and to secure to Fleet the  reimbursement  and repayment of
the Letter of Credit,  the Master  Agreement  Obligations and the Fleet Mortgage
Loan,  they have  jointly  and  severally  granted to the Agent for the  ratable
benefit of the Banks, a first priority  continuing security interest and Lien in
and to all of the Assets as described in Section 8.1 of the Credit Agreement.

     Section 10.  Counterparts.  This Amendment may be executed in any number of
counterparts,  each of which when so executed shall be deemed to be an original,
and all which when taken together shall constitute one and the same agreement.

     Section 11.  Governing Law. This Amendment,  including the validity thereof
and the rights and obligations of the parties  hereunder,  shall be construed in
accordance with and governed by the laws of the State of New Jersey.

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

                                                SUPREMA SPECIALTIES, INC.
                                                ("Borrower")


                                                By:_____________________________
                                                Name:  Mark Cocchiola
                                                Title: President





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                                                SUPREMA SPECIALTIES WEST, INC.
                                                ("Guarantor")


                                                By:_____________________________
                                                Name:  Mark Cocchiola
                                                Title: President


                                                SUPREMA SPECIALITIES NORTHEAST,
                                                INC. ("Guarantor")


                                                By:_____________________________
                                                Name:  Mark Cocchiola
                                                Title: President


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


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


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


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


                                                SOVEREIGN BANK ("Sovereign")


                                                By:_____________________________
                                                Name: Owen P. McKenna
                                                Title: Vice President


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