AMENDMENT NO. 1 AND ASSIGNMENT AGREEMENT

                                       to

   THIRD AMENDED AND RESTATED REVOLVING LOAN, GUARANTY AND SECURITY AGREEMENT


     This AMENDMENT NO. 1 AND ASSIGNMENT  AGREEMENT,  dated as of March 10, 2000
(this  "Amendment"),  is by and  among  FLEET  BANK,  NATIONAL  ASSOCIATION  (as
successor  to NatWest  Bank N.A. and  National  Westminster  Bank NJ,  "Fleet"),
SOVEREIGN BANK  ("Sovereign"),  MELLON BANK, N.A.  ("Mellon" and,  together with
Fleet and Sovereign,  the "Current Banks"),  EUROPEAN AMERICAN BANK ("EAB"), PNC
BANK,  NATIONAL  ASSOCIATION  ("PNC"),  NATIONAL CITY BANK ("National City" and,
together with EAB and PNC, the "New Banks") (the Current Banks and the New Banks
are  referred  to  herein  individually  as a  "Bank"  and  collectively  as the
"Banks"),  FLEET BANK,  NATIONAL  ASSOCIATION,  as administrative and collateral
agent  for the  Banks  (in such  capacity,  the  "Agent"),  SOVEREIGN  BANK,  as
syndication  agent for the Banks (in such  capacity  the  "Syndication  Agent"),
MELLON BANK,  N.A., as  documentation  agent for the Banks (in such capacity the
"Documentation Agent"),  SUPREMA SPECIALTIES,  INC., a New York corporation (the
"Borrower"),  SUPREMA  SPECIALTIES  WEST, INC.  ("Suprema  West"),  a California
corporation and SUPREMA SPECIALTIES NORTHEAST, INC. ("Suprema Northeast"), a New
York corporation  (Suprema West and Suprema Northeast are collectively  referred
to herein as the "Guarantor").

RECITALS:

     A. The  Borrower,  the  Current  Banks,  the Agent and the  Guarantor  have
entered into a Third Amended and Restated Revolving Loan,  Guaranty and Security
Agreement, dated as of September 23, 1999 (the "Loan Agreement").

     B.  Each New  Bank  wishes  to  become a party  to,  and make  Loans to the
Borrower  under,  the Loan Agreement as a Bank and the Borrower,  the Guarantor,
the Agent and the Current Banks have consented to each New Bank becoming a Bank.

     C.  Sovereign  wishes  to  become  the  Syndication  Agent  under  the Loan
Agreement  and Mellon  wishes to become the  Documentation  Agent under the Loan
Agreement  and the  Borrower,  the  Guarantor,  the  Agent  and the  Banks  have
consented to Sovereign  becoming the  Syndication  Agent and Mellon becoming the
Documentation Agent.

     D. The  Borrower,  the  Guarantor,  the Current Banks and the Agent wish to
amend the Loan Agreement to permit an increase to the Commitment, to add the



<PAGE>

New Banks as Bank parties to the Loan Agreement and to otherwise  amend the Loan
Agreement as hereinafter set forth.

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration  whose receipt and  sufficiency  are  acknowledged,  the
Borrower,  the Guarantor,  the Banks, the Agent,  the Syndication  Agent and the
Documentation Agent agree as follows:

     Section 1. Definitions.  Each capitalized term used but not defined in this
Amendment shall have the meaning ascribed to such term in the Loan Agreement.

     Section 2. Amendments of Loan Agreement.

     (a) The introductory  paragraph of the Loan Agreement is amended to read in
its entirety as follows:

          THIS THIRD AMENDED AND RESTATED REVOLVING LOAN,  GUARANTY AND SECURITY
     AGREEMENT dated as of September 23, 1999, as amended by Amendment No. 1 and
     Assignment Agreement dated as of March 10, 2000 is by and among FLEET BANK,
     NATIONAL  ASSOCIATION  (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,  MELLON  BANK,  N.A.
     ("Mellon"),  having an office at Raritan Plaza I, Raritan  Center,  Edison,
     New Jersey 08837,  EUROPEAN AMERICAN BANK ("EAB"),  having an office at 335
     Madison Avenue,  New York, New York 10017, PNC BANK,  NATIONAL  ASSOCIATION
     ("PNC"),  having an office at 1 Garret Mountain Plaza,  West Paterson,  New
     Jersey 07424, NATIONAL CITY BANK ("National City") having an office at 1345
     Chestnut  Street,  18th Floor,  Philadelphia,  Pennsylvania  19107  (Fleet,
     Sovereign,  Mellon,  EAB, PNC and National  City,  together  with any other
     financial  institution that becomes a party hereto,  are referred to herein
     individually  as a "Bank" and  collectively  as the  "Banks"),  FLEET BANK,
     NATIONAL ASSOCIATION,  as administrative and collateral agent for the Banks
     hereunder  (in  such  capacity,  the  "Agent"),  having  an  office  at 208
     Harristown   Road,  Glen  Rock,  New  Jersey  07452,   SOVEREIGN  BANK,  as
     syndication agent for the Banks (in such capacity the "Syndication  Agent")
     having an office at 901 West Park Avenue,  Ocean, New Jersey 07712,  MELLON
     BANK,  N.A.,  as  documentation  agent for the Banks (in such  capacity the
     "Documentation Agent") having an office at Raritan Plaza I, Raritan Center,
     Edison, New Jersey 08837, 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, Monteca,  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
     herein  as  the   "Guarantor").   Capitalized  terms  used  herein  without
     definition  shall  have the  meanings  assigned  to such terms in Section 1
     hereof.

     (b) A new definition of "Adjusted  Restricted  Payments"  shall be added to
Section 1 of the Loan Agreement in its correct place  alphabetically  to read in
its entirety as follows:

                                       2

<PAGE>

          "Adjusted  Restricted  Payments" means any and all dividends and other
     distributions  to  shareholders of the Borrower and any and all payments by
     the  Borrower  to  its  shareholders  in  connection  with  the  Borrower's
     repurchase of its  outstanding  capital  stock,  excluding,  in the case of
     payments  by the  Borrower  to its  shareholders  in  connection  with  its
     repurchase of its outstanding  capital stock,  the first $1,500,000 paid by
     the Borrower on account  thereof at any time on or after the Effective Date
     of Amendment No. 1.

     (c) A new  definition  for "Amendment No. 1" shall be added to Section 1 of
the Loan Agreement in its correct  alphabetical order to read in its entirety as
follows:

          "Amendment  No. 1" means that certain  Amendment No. 1 and  Assignment
     Agreement  to this  Agreement  dated as of March 10, 2000 among the parties
     thereto.

     (d) The definition of "Borrowing  Base"  contained in Section 1 of the Loan
Agreement is amended to read in its entirety as follows:

          "Borrowing Base" means the sum, as reasonably determined by the Agent,
     of (i) 85% of  Eligible  Receivables,  and (ii)  60% of the  book  value of
     Eligible Inventory.

     (e) The  definition  of  "Commitment"  contained  in  Section 1 of the Loan
Agreement is amended to read in its entirety as follows:

          "Commitment"  means for the period from and  including the Closing to,
     but excluding,  the Commitment Expiration Date, the commitment of the Banks
     to make Loans to the  Borrower  pursuant to this  Agreement in an aggregate
     principal amount not to exceed at any time outstanding (i) $55,000,000 with
     respect to the period  from the Closing to, but  excluding,  the  Effective
     Date of  Amendment  No. 1 and (ii)  $85,000,000  with respect to the period
     from  the  Effective  Date  of  Amendment  No.  1 to,  but  excluding,  the
     Commitment  Expiration  Date,  as such  amounts may be reduced  pursuant to
     Section 5.2.

     (f) The definition of "Commitment  Expiration  Date" contained in Section 1
of the Loan Agreement is amended to read in its entirety as follows:

          "Commitment Expiration Date" means February 15, 2004.

     (g) A new  definition  of "EBITDA"  shall be added to Section 1 of the Loan
Agreement  in its  correct  place  alphabetically  to  read in its  entirety  as
follows:

          "EBITDA" means,  with respect to the Borrower and its Subsidiaries for
     any  period,  the  sum of (i)  Consolidated  Net  Earnings,  (ii)  interest
     expense,  (iii)  depreciation and amortization and (iv) Federal,  state and
     local income taxes, in each case of the Borrower and its  Subsidiaries on a
     consolidated basis for such period, computed in accordance with GAAP.

     (h) A new  definition  of "Funded  Debt" shall be added to Section 1 of the
Loan  Agreement in its correct place  alphabetically  to read in its entirety as
follows:

          "Funded  Debt"  means,  at any date of  determination,  the  aggregate
     funded  Indebtedness  (computed in  accordance  with GAAP) and  Capitalized
     Leases of the  Borrower and its  Subsidiaries  on a  consolidated  basis in
     accordance with GAAP, on such date.

                                       3

<PAGE>

     (i) The  definition  of "Lending  Rate"  contained in Section 1 of the Loan
Agreement is amended to read in its entirety as follows:

          "Lending Rate" means, on any date, a rate of interest per annum (based
     on a three  hundred  sixty  (360)  day year and the  actual  number of days
     elapsed) equal to, in the case of Fluctuating Rate Loans, .75% in excess of
     the Prime Rate and, in the case of Eurodollar Loans for the Interest Period
     therein specified, equal to 1.75% in excess of the LIBOR Rate.

     (j) A new definition of "Long Term Debt" shall be added to Section 1 of the
Loan  Agreement in its correct place  alphabetically  to read in its entirety as
follows:

          "Long Term Debt" means  indebtedness  for borrowed  money which by its
     terms  matures more than 12 months  after the date  incurred or if maturing
     sooner,  the  maturity  thereof may be extended at the option of the debtor
     beyond such 12 month period.

     (k) The definition of "Notes"  contained in Section 1 of the Loan Agreement
is amended to read in its entirety as follows:

          "Notes" means those certain  Secured  Revolving  Notes dated March 10,
     2000 made by the Borrower in favor of each  institution  that was a Bank as
     of the date thereof in the aggregate principal amount as to all notes of up
     to $85,000,000,  which Notes, in the case of Fleet,  Sovereign,  and Mellon
     were given in substitution for certain notes dated December 16, 1998 in the
     case of Fleet,  July 23, 1999 in the case of Sovereign  and  September  23,
     1999 in the case of Mellon, which notes, in the case of Fleet and Sovereign
     were themselves  given in substitution  for certain notes dated October 19,
     1998 and June 30, 1999, but in each case not in cancellation,  discharge or
     extinguishment  of the  indebtedness  formerly  evidenced  by  such  notes,
     together with all promissory  notes in replacement or substitution  thereof
     and any all notes  made by the  Borrower  in favor of an  institution  that
     became a Bank after the Effective Date of Amendment No. 1.

     (l) The definition of "Required  Banks"  contained in Section 1 of the Loan
Agreement is amended to read in its entirety as follows:

          "Required  Banks" means, at any time, Banks having at least 51% of the
     aggregate  amount of the  Commitments  and,  if the  Commitments  have been
     terminated,  Banks  having at least 51% of the  Loans  outstanding  at such
     time.

     (m) A new definition of "Unfunded Capital  Expenditures"  shall be added to
Section 1 of the Loan Agreement in its correct place  alphabetically  to read in
its entirety as follows:

          "Unfunded Capital Expenditures" means for any period of determination,
     Capital  Expenditures  during such period of determination minus the amount
     of  increases in Long Term Debt  (excluding  Loans) less any amount of such
     increase in Long Term Debt utilized to satisfy other existing  Indebtedness
     of the  Borrower  during such period of  determination  and minus,  without
     duplication,  offsetting  sales of capital  equipment during such period of
     determination, all computed in accordance with GAAP.


     (n) Section 2.1 of the Loan Agreement is amended to read in its entirety as
follows:

                                       4

<PAGE>

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


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


          Fleet Bank, National Association              $22,500,000.00


          Sovereign Bank                                $17,500,000.00


          Mellon Bank, N.A.                             $17,500,000.00


          National City Bank                            $10,000,000.00


          PNC Bank, National Association                $10,000,000.00


          European American Bank                        $ 7,500,000.00


                                                 TOTAL  $85,000,000.00


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

     (o) A new Section 9.22 shall be added to the Loan  Agreement to read in its
entirety as follows:

          9.22  Payments to  Suppliers.  No payment owing to any party from whom
     the Borrower  and/or the  Guarantor  purchases  farm  products is more than
     fifteen (15) days past due.


     (p)  Section  10.2(c)  of the  Loan  Agreement  is  amended  to read in its
entirety as follows:

          (c)  within  ninety  (90)  days  after  each  Fiscal  Year  end of the
     Borrower, furnish annual projections for the next succeeding Fiscal Year in
     a form reasonably acceptable to the Banks;


     (q) Section 10.14 of the Loan  Agreement is amended to read in its entirety
as follows:

     10.14 Financial Covenants.

                                       5

<PAGE>

          (a) Leverage Ratio.  Maintain at all times, to be tested at the end of
     each fiscal  quarter,  on a rolling four (4) quarter  basis, a ratio of (x)
     total  Funded  Indebtedness  of the Borrower  and its  Subsidiaries  to (y)
     EBITDA,  in a  proportion  of not more than (i) 4.75 to 1.00 from March 31,
     2000 through and including June 30, 2003 and (ii) 2.90 to 1.00 from July 1,
     2003 and at all times thereafter.

          (b) Fixed Charge Ratio. Maintain at all times, to be tested at the end
     of each fiscal  quarter on a rolling four (4) quarter basis, a ratio of (x)
     EBITDA,   minus  Unfunded  Capital   Expenditures   during  the  period  of
     determination,  minus taxes paid  (and/or  required to be paid)  during the
     period of determination, minus Adjusted Restricted Payments paid during the
     period of determination to (y) principal  payments made (and/or required to
     be made) on account of Long Term Debt  during the period of  determination,
     plus interest paid during the period of  determination,  in a proportion of
     not less than (i) 1.50 to 1.00 from March 31, 2000  through  and  including
     June 30, 2001;  (ii) 1.75 to 1.00 from July 1, 2001  through and  including
     June 30,  2003 and  (iii)  2.00 to 1.00  from July 1, 2003 and at all times
     thereafter.

          (c)  Consolidated  Net Worth.  Maintain at all times  Consolidated Net
     Worth  of  not  less  than  $12,807,000,   which   Consolidated  Net  Worth
     requirement  shall be increased  each Fiscal Year end  commencing  with the
     Fiscal Year ending June 30, 2000 (and which shall be maintained during each
     fiscal quarter of the ensuing Fiscal Year until the end of such Fiscal Year
     at which time it shall again  increase  accordingly  and be  maintained  as
     aforesaid) by the greater of (i) 50% of Consolidated  Net Earnings for such
     Fiscal Year, and (ii) $0.

     (r)  Section  10.15(i)  of the Loan  Agreement  is  amended  to read in its
entirety as follows:

          (i) the Liens created by, or in connection  with, the Fleet  Mortgage;
     provided,  that,  the  amount of  Indebtedness  secured  thereby  shall not
     increase  from that secured as of the  Effective  Date of  Amendment  No. 1
     (collectively,  the Lines  described  in clauses  (a) through (i) above are
     referred to herein as the "Permitted Liens").

     (s) Section 10.18 of the Loan  Agreement is amended to read in its entirety
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 this  preferred  stock of the  Borrower  (if the
     issuance of  preferred  stock is  permitted  pursuant  to Section  10.21(c)
     hereof),  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  $3,000,000  in the  aggregate for the
     Borrower and  Guarantor  for the period  beginning  the  Effective  Date of
     Amendment No. 1 through the Commitment  Expiration  Date, or (iii) make any
     distribution of Assets to its stockholders as such,  whether in the form of
     other Assets or  obligations,  (iv) allocate or otherwise set 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  $3,000,000 in the
     aggregate  for the  Borrower and  Guarantor  for the period  beginning  the
     Effective Date of Amendment No. 1 through the Commitment  Expiration  Date;
     provided, that, the aggregate amount paid under subparagraphs (ii) and (vi)
     hereof shall not exceed $3,000,000.

                                       6

<PAGE>

     (t) Section  14.9 of the Loan  Agreement is amended to read in its entirety
as follows:

          14.9 Agency Fee. In consideration of services  rendered  hereunder and
     pursuant to the other Loan Documents in its capacity as Agent hereunder and
     thereunder,  the Borrower shall pay to the Agent an annual agency fee equal
     to $30,000,  with the next such payment  being due and payable on March 10,
     2000,  and  subsequent  payments  due and payable on the  anniversary  date
     thereof.

     (u) Section  15.3 of the Loan  Agreement is amended to read in its entirety
as follows:

          15.3  Notices.  Except as otherwise  expressly  provided  herein,  all
     notices hereunder shall be in writing and shall be delivered by telecopier,
     hand,  overnight delivery or by mail. Notices given by mail shall be deemed
     to have been given three (3) days after the date sent if sent by registered
     or certified mail, postage prepaid, and:

          (i)       if to the Borrower and/or the Guarantor, to:

                         Suprema Specialties, Inc.
                         510 East 35th Street
                         Paterson, New Jersey  07543
                         Attn:  President

          (ii)      if to the Agent or Fleet, to:

                         Fleet Bank, National Association
                         208 Harristown Road
                         Glen Rock, New Jersey  07452
                         Attn:  Edward J. Waterfield, Senior Vice President

          (iii)     if to Sovereign, to:

                         Sovereign Bank
                         901 West Park Avenue
                         Ocean, New Jersey  07712
                         Attn:  Edward C. Gurskis, Senior Vice President

          (iv)      if to Mellon, to:

                         Mellon Bank, N.A.
                         Raritan Plaza I
                         Raritan Center
                         Edison, New Jersey  08837
                         Attn:  Russ J. Lopinto, Vice President

          (v)       if to EAB, to:

                         European American Bank
                         335 Madison Avenue
                         New York, New York 10017
                         Attn:  George Stirling, Vice President

                                       7

<PAGE>

          (vi)      if to PNC, to:

                         PNC Bank, National Association
                         1 Garret Mountain Plaza
                         West Paterson, New Jersey 07424
                         Attn:  Judy Land, Vice President

          (vii)     if to National City, to:

                         National City Bank
                         1345 Chestnut Street
                         18th Floor
                         Philadelphia, Pennsylvania 19107
                         Attn:  Lyle Cunningham, Vice President

     or in the case of any  party,  such other  address  as such  party may,  by
     written notice,  received by the Agent,  have designated as its address for
     notices  and in the case of any  institution  that  became a Bank after the
     Effective  Date of Amendment  No. 1, such address as shall be designated on
     its  assignment  agreement or  otherwise  in writing to the Agent.  Notices
     given by (i) telecopier  shall be deemed to have been given when sent, (ii)
     hand  shall be deemed  to have been  given the same day they have been sent
     and (iii)  overnight  delivery  shall be deemed to have been  given the day
     after they have sent,  in each case if properly  addressed  to the party to
     whom sent,  at its address,  as  aforesaid.  The Agent shall be entitled to
     reasonably rely upon any telephonic  notices  purportedly given pursuant to
     the terms of this  Agreement and the Borrower and the Guarantor  shall hold
     the Agent  harmless  from any loss,  cost or expense  ensuing from any such
     reliance.

     (v) Section 15.17 of the Loan  Agreement is amended to read in its entirety
as follows:

          15.17  References in Other Loan Documents.  The Borrower and Guarantor
     acknowledge  and agree  that any  reference  in any Loan  Document  to "the
     Agreement",  or words of like import shall mean this Agreement,  as amended
     from time to time, and any reference in any Loan Document to the Notes, the
     Loans,  the loans in the amount of $35,000,000 or $55,000,000 (or any other
     amount) or words of like  import  shall mean the Notes and the Loans in the
     aggregate  principal amount of $85,000,000,  as such amount may hereinafter
     be increased, extended, amended, modified or restated.

     (w) A new Section  15.18 shall be added to the Loan  Agreement  immediately
after Section 15.17 and shall read in its entirety as follows:

          15.18  References  to  Agent.  Except  as  expressly  provided  below,
     notwithstanding  that there is a Syndication Agent and Documentation  Agent
     for the  facility  described  in this  Agreement,  each  reference  in this
     Agreement  and the other Loan  Documents  to the "Agent"  shall mean solely
     Fleet Bank,  National  Association,  in such capacity.  Notwithstanding the
     foregoing,  the  exculpatory  and  indemnification  provisions set forth in
     Sections  14.2,   14.3  and  14.5  hereof  shall  accrue  and  benefit  the
     Syndication  Agent and the  Documentation  Agent to the same extent as such
     provisions accrue to and/or benefit the Agent.

                                       8

<PAGE>

     Section 3. Addition of New Banks; Reallocation of Commitments; Assignments.

     (a) Each of the New  Banks  agrees  to be bound as a Bank by the  terms and
conditions of the Loan  Agreement and the other Loan Documents and to make Loans
to the Borrower in  accordance  with the terms of the Loan  Agreement.  Upon the
Effective Date (as hereinafter  defined),  each New Bank shall be deemed for all
purposes a Bank under the Loan  Agreement and the other Loan Documents and shall
be  entitled  to all of  the  rights  and  benefits,  and  shall  have  all  the
obligations, of a Bank thereunder.

     (b) The  total  amount  of each  Bank's  Commitment  pursuant  to the  Loan
Agreement shall be the amount set forth in Section 2.1 of the Loan Agreement, as
amended by this Amendment.

     (c) All Loans of each Bank to the Borrower  shall be evidenced by a Note of
the  Borrower  substantially  in the form of  Exhibit  A to the  Agreement  (the
"Note"),  which Note, in the case of the Current Banks,  shall amend and restate
the existing Note payable to such Current Bank.

     (d)  Upon  the  Effective  Date,  the  Commitment  of each  Bank  shall  be
automatically adjusted to include each New Bank's Commitment.

     (e) Each Bank  shall  hereby  assign or assume  from each  other  Bank such
rights, and shall hereby assign or delegate to such other Bank such obligations,
in each case without  recourse,  representation  or warranty except as expressly
provided in this Amendment,  as shall cause the outstanding principal balance of
its Loans to be an amount equal to its Percentage of the aggregate amount of all
outstanding Loans (as used herein, a Bank's  "Percentage" shall be determined by
dividing  the  Commitment  of such Bank as set forth in Section  2.1 of the Loan
Agreement,  as amended by this  Amendment,  by the total  Commitments of all the
Banks  as set  forth  in the  definition  of  Commitment,  as  amended  by  this
Amendment).  Each such 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.  The Borrower
hereby  agrees that any amount that a Bank so pays to another  Bank  pursuant to
this Amendment shall be entitled to all rights of a Bank under the Agreement and
such payments to Banks shall constitute Loans held by each such payor Bank under
the Loan  Agreement  and that each such payor 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  payor  Bank had
initially advanced the Borrower the amount of such payments.

     (f) The Borrower,  the  Guarantor,  the Agent and each of the Current Banks
hereby  consents  to the  addition  of each  New Bank as a Bank  under  the Loan
Agreement  with a Commitment as set forth in Section 2.1 of the Loan  Agreement,
as amended by this Amendment.

                                       9

<PAGE>

     Section  4.  Further  Agreements  of each New  Bank.  Each New Bank  hereby
confirms  to and  agrees  with the  Borrower,  the  Guarantor,  the  Agent,  the
Syndication Agent, the Documentation Agent and the Current Banks as follows:

     (a) The Agent  and/or  the  Current  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 Loan Agreement;  provided, however, that each
represents and warrants the genuineness of any signature  therein  purporting to
be its own.

     (b) The Agent  and/or  the  Current  Banks have made no  representation  or
warranty  and  shall  have  no  responsibility  with  respect  to the  financial
condition of the Borrower, the Guarantor and its respective  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,  the Guarantor and its  respective
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  Amendment  and the  documents,  instruments  and
agreements  executed pursuant hereto or in connection herewith and each New Bank
consents in all respects to each of the matters covered by this  Amendment.  (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  are
required to be performed by it as a Bank.



                                       10
<PAGE>

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

     Section 5. Conforming  Amendments.  The Loan Agreement,  the Loan Documents
and  all  agreements,  instruments  and  documents  executed  and  delivered  in
connection  with any of the  foregoing,  shall each be deemed to be amended  and
supplemented  hereby to the  extent  necessary,  if any,  to give  effect to the
provisions  of this  Amendment,  and each Bank is  authorized to annex a copy of
this Amendment to its respective  Note.  Except as so amended  hereby,  the Loan
Agreement and the other Loan Documents  shall remain in full force and effect in
accordance with their respective terms.

     Section 6. Acknowledgments, Confirmations and Consent.

     (a) The Borrower and the Guarantor  each  acknowledge  and confirm that the
Liens  granted  pursuant  to  the  Loan  Agreement   secure  the   indebtedness,
liabilities and obligations of the Borrower to the Banks and the Agent under the
Notes,  under the Loan Agreement as further  amended by this Amendment and under
the other Loan Documents, whether or not so stated in such Loan Agreement and/or
other  Loan  Document,  and  that  the  term  "Obligations"  as used in the Loan
Agreement (or any other terms used in the Loan Agreement to describe or refer to
the  indebtedness,  liabilities and obligations of the Borrower to the Banks and
the Agent) includes all other  indebtedness,  liabilities and obligations of the
Borrower  under the Loan  Agreement as amended by this  Amendment  and under the
Notes executed in connection with this Amendment.

     (b) The Guarantor consents in all respects to the execution by the Borrower
of this Amendment and acknowledges and confirms that the Guarantor  continues to
guarantee the full payment and performance of the indebtedness,  liabilities and
obligations of the Borrower under the Loan Agreement as further  amended by this
Amendment  and under the Notes  executed in  connection  with this  Amendment as
provided  in the  Loan  Agreement,  and  remain  in full  force  and  effect  in
accordance with their respective terms.

     Section 7. Representations and Warranties.  The Borrower and the Guarantor,
as the case may be, each  represents and warrants to the Banks,  the Agent,  the
Syndication Agent and the Documentation Agent as follows:

     (a) After giving effect to this  Amendment (i) each of the  representations
and  warranties set forth in Section 9 of the Loan Agreement is true and correct
in all respects as if made on the date of this Amendment,  except for changes in
the ordinary  course of business which,  either singly or in the aggregate,  are
not materially adverse to the business or financial condition of the Borrower or
the  Guarantor,  and (ii) no Default or Event of Default  exists  under the Loan
Agreement.



                                       11
<PAGE>

     (b) Each of the  Borrower  and the  Guarantor  has the  power  to  execute,
deliver and perform,  and has taken all necessary  corporate action to authorize
the  execution,  delivery  and  performance  of,  this  Amendment  and the other
agreements,  instruments  and documents to be executed by it in connection  with
this  Amendment.  No consent or approval of any Person (except for such consents
as have been obtained) and no consent,  license,  certificate of need, approval,
authorization  or declaration  of, or filing with, any  governmental  authority,
bureau  or agency  is or will be  required  in  connection  with the  execution,
delivery or  performance  by the Borrower or the  Guarantor,  or the validity or
enforceability  of this  Amendment  and the other  agreements,  instruments  and
documents executed in connection with this Amendment.

     (c)  The  execution,  delivery  and  performance  by the  Borrower  and the
Guarantor  of  this  Amendment  and  each  of the  agreements,  instruments  and
documents executed in connection with this Amendment to which it is a party will
not (i) violate any  provision of law,  (ii) conflict with or result in a breach
of any order, writ, injunction,  ordinance,  resolution, decree or other similar
document or instrument of any court or governmental authority, bureau or agency,
domestic or  foreign,  or the  certificate  of  incorporation  or by-laws of the
Borrower or any Guarantor, (iii) create (with or without the giving of notice or
lapse of time, or both) a default under or breach of any agreement,  bond,  note
or indenture  to which the Borrower or any  Guarantor is a party or by which any
of them is bound or any of their respective properties or assets is affected, or
(iv) result in the imposition of any Lien of any nature  whatsoever  upon any of
the properties or assets owned by or used in connection with the business of the
Borrower or any Guarantor,  except for the Liens created and granted pursuant to
the Loan Documents.

     (d)  This  Amendment  and each of the  other  agreements,  instruments  and
documents  executed in connection  with this  Amendment to which the Borrower or
the Guarantor is a party has been duly executed and delivered by the Borrower or
the Guarantor, as the case may be, and constitutes the valid and legally binding
obligation of the Borrower or the Guarantor,  as the case may be, enforceable in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
applicable bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws,  now or hereafter in effect,  relating to or affecting the  enforcement of
creditors'  rights generally and except that the remedy of specific  performance
and other  equitable  remedies  are  subject to judicial  discretion;  provided,
however,  that  such laws  shall not  materially  interfere  with the  practical
realization  of the  benefits of the  Security  Documents  or the Liens  created
thereby,  except for: (i) possible delay,  (ii) situations which may arise under
Chapter II of the U.S. Bankruptcy Code, II U.S.C. ss.ss. 10 1 et seq., and (iii)
equitable orders of any United States Bankruptcy Court.

     (e) Since  January 1, 2000,  the  Borrower has not  repurchased  any of its
issued and outstanding capital stock.



                                       12
<PAGE>

     Section 8. Fees.  The Borrower shall pay the following fees and expenses in
connection with this Amendment:

     (a) The Borrower  shall pay to the Agent for its own account the Agency Fee
required  pursuant to Section 14.9 (as amended by this  Amendment) and any other
fees set  forth in that  certain  letter  agreement  between  the  Agent and the
Borrower dated the date hereof.

     (b) The  Borrower  agrees  to pay the  Agent  upon  demand  all  reasonable
expenses,  including  reasonable fees of attorneys and paralegals for the Agent,
incurred  by the  Agent in  connection  with the  preparation,  negotiation  and
execution  of this  Amendment  and any  agreements,  instruments  and  documents
executed or furnished in connection with this Amendment.

     Section 9. Consent to Subordinated Note Amendments. By its signature below,
each Bank hereby  consents to that  certain  Amendment  to Note  Agreement  (the
"Amendment  to  Note  Agreement")  dated  as of  March  9,  2000  among  Suprema
Specialties,  Inc.,  Albion  Alliance  Mezzanine  Fund,  L.P. and the  Equitable
Assurance  Society of the United  States  substantially  in the form attached to
this Amendment.

     Section 10. Miscellaneous.

     (a) Except as specifically  amended by this  Amendment,  the Loan Agreement
and  each  of the  other  agreements,  instruments  and  documents  executed  in
connection  with the Loan  Agreement  shall  remain in full  force and effect in
accordance with their respective terms.

     (b) THIS  AMENDMENT AND ALL OTHER  AGREEMENTS,  DOCUMENTS  AND  INSTRUMENTS
EXECUTED AND DELIVERED IN CONNECTION  WITH THIS  AMENDMENT  SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY  APPLICABLE
TO CONTRACTS  EXECUTED IN AND TO BE PERFORMED  ENTIRELY  WITHIN THE STATE OF NEW
JERSEY BY RESIDENTS OF SUCH STATE.

     (c) The provisions of this  Amendment are  severable,  and if any clause or
provision  shall be held  invalid  or  unenforceable  in whole or in part in any
jurisdiction,  then such invalidity or  unenforceability  shall affect only such
clause,  provision  or part in such  jurisdiction  and shall  not in any  manner
affect such  clause,  provision or part in any other  jurisdiction  or any other
clause or provision in this Amendment in any jurisdiction.

     (d) This  Amendment  may be signed in any number of  counterparts  with the
same effect as if all parties to this Amendment signed the same counterpart.



                                       13
<PAGE>

     (e) This  Amendment  shall be binding upon and inure to the benefit of each
of the Borrower and the Guarantor  and their  respective  successors  and to the
benefit of the Agent, the Banks, the Syndication  Agent and/or the Documentation
Agent and their respective successors and assigns. The rights and obligations of
each of the  Borrower  and the  Guarantor  under  this  Amendment  shall  not be
assigned or  delegated  without the prior  written  consent of the Agent and the
Banks, and any purported  assignment or delegation without such consent shall be
void.

     Section  11.  Effectiveness  of  Amendment.  This  Amendment  shall  become
effective (the "Effective Date") upon the later of (i) delivery from Borrower to
each Bank of a Note in a face amount equal to such Bank's Commitment (as amended
by  this  Amendment)  which,  in the  case of the  Current  Banks,  shall  be in
replacement  of and  substitution  for its  existing  promissory  note (such new
promissory  note, when executed and delivered,  shall be deemed one of the Notes
for all purposes of the  Agreement)  and documents  relating  thereto,  (ii) the
payment of the fees and expenses set forth in Section 8 of this Amendment, (iii)
receipt by the Agent of corporate  resolutions and certificates of good standing
with respect to Borrower and such other certificates, instruments, and documents
as the Agent shall  reasonably  request,  (iv) receipt by the Agent of the fully
executed  Amendment to Note Agreement and (v) receipt by the Agent of an opinion
of counsel to the Borrower in form and substance reasonably  satisfactory to the
Agent.

                            [Signature Pages Follow]


                                       14
<PAGE>

     IN WITNESS  WHEREOF,  the Borrower,  the Banks,  the Agent, the Syndication
Agent, the Documentation  Agent and the Guarantor have signed and delivered this
Amendment No. 1 as of the date first written above.

                                        SUPREMA SPECIALTIES, INC.,
                                             as Borrower


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

     Each of the guarantors  indicated  below hereby  consents to this Amendment
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



                                       15
<PAGE>


                                        FLEET BANK, NATIONAL ASSOCIATION,
                                             as Agent and as a Bank


                                        By /s/ Frank A. DelCore
                                           -------------------------------------
                                        Name: Frank A. DelCore
                                        Title: President




                                       16
<PAGE>


                                        SOVEREIGN BANK,
                                             as Syndication Agent and as a Bank


                                        By /s/ Owen P. McKenna
                                           -------------------------------------
                                        Name: Owen P. McKenna
                                        Title: Vice President




                                       17

<PAGE>


                                        MELLON BANK, N.A.,
                                            as Documentation Agent and as a Bank


                                        By /s/ Russ J. Lopinto
                                           -------------------------------------
                                        Name: Russ J. Lopinto
                                        Title: Vice President



                                       18

<PAGE>


                                        EUROPEAN AMERICAN BANK,
                                             as a Bank


                                        By /s/ George L. Stirling
                                           -------------------------------------
                                        Name: George L. Stirling
                                        Title: V.P.



                                       19

<PAGE>


                                        PNC BANK, NATIONAL ASSOCIATION,
                                             as a Bank


                                        By /s/ Karen L. Voight
                                           -------------------------------------
                                        Name: Karen L. Voight
                                        Title: Vice President


                                       20

<PAGE>


                                        NATIONAL CITY BANK,
                                             as a Bank


                                        By /s/ Lyle P. Cunningham
                                           -------------------------------------
                                        Name: Lyle P. Cunningham
                                        Title: Vice President

                                       21