Exhibit 10.1

                               INCREASE SUPPLEMENT


     INCREASE  SUPPLEMENT,  dated as of February 15, 2001,  to the Third Amended
and Restated  Revolving  Loan,  Guaranty and  Security  Agreement,  dated as of'
September 23, 1999, (as amended from time to time the "Loan  Agreement"),  among
Fleet  National  Bank, as  administrative  and  collateral  agent (the "Agent"),
Sovereign  Bank, as Syndication  Agent and Mellon Bank,  N.A., as  Documentation
Agent, the banks signatory thereto, Suprema Specialties,  Inc. (the "Borrower"),
Suprema  Specialties  West, Inc.  ("Suprema  West"),  a California  corporation,
Suprema  Specialties  Northeast,   Inc.  ("Suprema   Northeast"),   a  New  York
corporation and Suprema Specialties  Northwest,  Inc, ("Suprema  Northwest"),  a
Delaware  corporation  (Suprema West,  Suprema  Northeast and Suprema  Northwest
collectively  the  "Guarantor").  Capitalized  terms  used  herein  that are not
otherwise  defined herein and are defined in the Loan  Agreement  shall have the
meanings therein defined.

     1. Pursuant to Section 2.1(b) of the Loan  Agreement,  the Borrower  hereby
proposes to increase (the "Increase") the total Commitment of all the Banks from
$111,000,000.00 to $125,000,000.00.

     2. Each of the following proposed institutions (each a "New Bank") has been
invited by the Borrower,  and is ready,  willing and able to become a "Bank" and
assume or provide a Commitment under the Loan Agreement as follows:

          Name of Proposed Institution                       Commitment
          ----------------------------------------          -------------

          First Pioneer Farm Credit, ACA                    $8,500,000.00

          National Bank of Canada                           $8,500,000.00


     3. In  connection  with the New Banks  becoming a "Bank" and  assuming  and
providing a Commitment under the Loan Agreement,  Fleet National Bank has agreed
to decrease its Commitment to $27,000,000.00.

     4. In  connection  with the New Banks  becoming a "Bank" and  assuming  and
providing a Commitment  under the Loan  Agreement,  each New Bank hereby assigns
and/or assumes from each other Bank such rights,  and assigns to or assumes from
or delegates to such other Bank such obligations, in each case without recourse,
representation or warranty, as shall cause (i) the outstanding principal balance
of its Loans to be an amount equal to its Percentage of the aggregate  amount of
all outstanding  Loans and (ii) its Commitment to be the Commitment as set forth
in Section 2.1(a) of the Loan Agreement,  as modified by Paragraph 6 below. Each
New Bank shall make such  payments  to,  and as  directed  by, the Agent and the
Agent shall make such  payments  to the Banks in order to cause the  outstanding
principal  balance  of the  Loans  by each  Bank to be an  amount  equal  to its
Percentage of the aggregate amount of all outstanding Loans


<PAGE>

after giving effect to the Commitment adjustments  contemplated by this Increase
Supplement.  As used  herein,  a  Bank's  "Percentage"  shall be  determined  by
dividing the  Commitment of such Bank as set forth in Section 2.1(a) of the Loan
Agreement,  as modified by Paragraph 6 below, by the total Commitment of all the
Banks as set forth in such  Section 2. 1 (a), as modified by  Paragraph 6 below;
provided,  that, the term "Banks" shall include all existing  Batiks and each of
the New Banks.t,  the term "Banks" shall include all existing Batiks and each of
the New Banks.

     5. The Borrower  hereby  agrees that (x) any amount that a New Bank so pays
to another Bank  pursuant to this Increase  Supplement  shall be entitled to all
rights of a Bank  under the Loan  Agreement  and such  payments  to Banks  shall
constitute Loans held by each such New Bank under this Agreement,  (y) that each
such New Bank may, to the fullest extent  permitted by law,  exercise all of its
right of payment  (including  the right of set-off) with respect to such amounts
as fully as if such New Bank had  initially  advanced the Borrower the amount of
such  payments  and  (z)  in  connection  with  this  Increase   Supplement  all
outstanding Eurodollar Loans are being prepaid by the Borrower and in connection
therewith  the  Borrower  shall  pay to each  existing  Bank  the  breakage  fee
described in the Loan Agreement. .

     6. The table set forth in Section  2.1(a) of the Loan  Agreement  is hereby
amended and replaced in its entirety by the  immediately  following table (which
immediately  following  table gives effect to the new and decreased  Commitments
effected  pursuant to this Increase  Supplement) and the Commitment of each Bank
(including each New Bank and the decreased Commitment of Fleet National Bank) is
hereby amended and adjusted to be the Commitment set forth below:


          Name of Bank                               Amount
          -------------------------               --------------
          Fleet National Bank                     $27,000,000.00

          Sovereign Bank                          $25,000,000.00

          Mellon Bank, N.A.                       $22,500,000.00

          National City Bank                      $15,000,000.00

          PNC Bank, National Association          $10,000,000.00

          European American Bank                   $8,500,000.00

          First Pioneer farm Credit, ACA           $8,500,000.00

          National Bank of Canada                  $8,500,000.00

          TOTAL                                  $125,000,000.00

                                      -2-
<PAGE>

     7. The proposed  effective date for this  Increased  Supplement is February
15, 2001.

     8. The Borrower  hereby  represents and warrants to the Agent and each Bank
(including each New Bank) that (i) immediately before and after giving effect to
the transactions  contemplated by this Increase Supplement,  no Default or Event
of Default exists or would exist and each of the  representations and warranties
set forth in the Loan  Documents  is true and correct in all  material  respects
(except to the extent any such  representation or warranty  expressly relates to
an earlier date) and (ii)  immediately  after giving effect  thereto (and taking
into account any prior  increases),  the total  Commitment of all the Banks does
not exceed $125,000,000.

     9.  Pursuant to Section  2.1(b) of the Loan  Agreement,  by  execution  and
delivery of this Increase  Supplement,  together with the satisfaction of all of
the other  requirements  set forth in said Section 2.1 (b),  each Bank (i) shall
have, on and as of the effective date of this Increase Supplement,  a Commitment
equal to the  amount set forth in Section 6 above next to its name and (ii) with
respect to each New Bank, shall be and shall be deemed to be a "Bank" under, and
as such term is defined in, the Loan Agreement.

     10. Each New Bank hereby  confirms  to and agrees  with the  Borrower,  the
Agent and the existing Banks as follows:

          (a) The Agent and/or the Banks have made no representation or warranty
     and shall have no responsibility with respect to any statements, warranties
     or representations  made in or in connection with the Loan Agreement or the
     other Loan Documents or the execution, legality, validity,  enforceability,
     genuineness,  sufficiency,  collectibility  or value of the Loan Agreement,
     the other  Loan  Documents,  and  Collateral,  or any other  instrument  or
     document furnished pursuant to the Agreement.

          (b) The Agent and/or the Banks have made no representation or warranty
     and shall have no responsibility with respect to the financial condition of
     the  Borrower  and  its  Subsidiaries  or any  other  Person  primarily  or
     secondarily  liable in respect of any of their  obligations  under the Loan
     Agreement  or  any of the  other  Loan  Documents,  or the  performance  or
     observance  by the  Borrower  and  its  Subsidiaries  or any  other  Person
     primarily or secondarily  liable in respect of their  obligations under the
     Loan Agreement or any of the other Loan  Documents or any other  instrument
     or document furnished pursuant thereto.

          (c) Each New Bank  confirms  that it has  received  a copy of the Loan
     Agreement  and the other Loan  Documents,  together with copies of the most
     recent  financial  statements  referred to in the Loan  Agreement  and such
     other  documents and  information as it has deemed  appropriate to make its
     own credit analysis and decision to enter into this Increase Supplement and
     the documents,  instruments and agreements  executed  pursuant hereto or in
     connection herewith.

                                      -3-
<PAGE>

          (d) Each New Bank will,  independently  and without  reliance upon the
     other Banks or the Agent and based on such documents and  information as it
     shall  deem  appropriate  at the  time,  continue  to make  its own  credit
     decisions in taking or not taking action under the Loan Agreement.

          (e) Each New Bank  appoints  and  authorizes  the  Agent to take  such
     action as agent on its behalf and to exercise  such  powers  under the Loan
     Agreement and the other Loan Documents as are delegated to the Agent by the
     terms  thereof,  together  with such  powers as are  reasonably  incidental
     thereto.

          (f) Each New Bank agrees that it will perform in accordance with their
     terms all of the  obligations  that by the terms of the Loan  Agreement and
     other Loan Documents are required to be performed by it as a Bank.

          (g)  Each  New  Bank  represents  and  warrants  that  it  is  legally
     authorized  to enter  into  this  Increase  Supplement  and the  documents,
     instruments  and  agreements  executed  pursuant  hereto  or in  connection
     herewith.

     11. It is expressly agreed that this Increase Supplement shall serve as the
notice the Agent is required to furnish to each Bank pursuant to Section  2.1(b)
of the Loan Agreement, which notice is to include the revised table set forth in
Section  2.1(a)  of  the  Loan  Agreement  to  reflect  the  adjustments  to the
Commitments contemplated hereby and by Section 2.1(b)(iv) of the Loan Agreement.
A copy of this Increase  Supplement  shall be  distributed  by the Agent to each
Bank.

                                      -4-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Increase Supplement
to be duly executed and delivered by their proper and duly  authorized  officers
as of the day and year first above written.

                                   SUPREMA SPECIALTIES, INC.


                                   By: /s/ Mark Cocchiola
                                       -----------------------------------------
                                   Name: Mark Cocchiola
                                   Title: President

Each  of the  guarantors  indicated  below  hereby  consents  to  this  Increase
Supplement and reaffirms its continuing  obligations  under its guarantee as set
forth in the Loan Agreement as amended hereby and all the documents, instruments
and agreements  executed  pursuant thereto or in connection  therewith,  without
offset, defense or counterclaim (any such offset, defense or counterclaim as may
exist being hereby irrevocably waived by each such guarantor).

                                   SUPREMA SPECIALTIES WEST, INC.,
                                   as a Guarantor


                                   By: /s/ Mark Cocchiola
                                       -----------------------------------------
                                   Name: Mark Cocchiola
                                   Title: President

                                   SUPREMA SPECIALTIES NORTHEAST, INC.,
                                   as a Guarantor


                                   By: /s/ Mark Cocchiola
                                       -----------------------------------------
                                   Name: Mark Cocchiola
                                   Title: President

                                   SUPREMA SPECIALTIES NORTHWEST, INC.
                                   as a Guarantor


                                   By: /s/ Mark Cocchiola
                                       -----------------------------------------
                                   Name: Mark Cocchiola
                                   Title: President

                                      -5-
<PAGE>

                                   FLEET NATIONAL BANK, as Agent and a Bank


                                   By: /s/ Edward D. Harrington
                                       -----------------------------------------
                                   Name: Edward D. Harrington
                                   Title: Vice President

                                   FIRST PIONEER FARM CREDIT, ACA,
                                   as a Bank


                                   By: /s/ James M. Papai
                                       -----------------------------------------
                                   Name: James M. Papai
                                   Title: Vice President

                                   Address for Notices:

                                   174 South Road
                                   Enfield, Connecticut 06082
                                   Attention: James M. Papai,
                                                     Commercial Loan Officer

                                   NATIONAL BANK OF CANADA, as a Bank


                                   By: /s/ John P. Liefer
                                       -----------------------------------------
                                   Name: John P. Liefer
                                   Title: Vice President


                                   By: /s/ Timothy J. Smith
                                       ----------------------------------------
                                   Name: Timothy J. Smith
                                   Title: Vice President & Manager

                                   Address for Notices:

                                   50 Division Street
                                   Somerville, New Jersey 08876
                                   Attention: John Leifer, Vice President

                                      -6-