EXHIBIT 4.5

                     WAIVER, CONSENT AND FOURTH AMENDMENT

      This WAIVER, CONSENT AND FOURTH AMENDMENT dated as of December 2, 1998 and
effective as of June 26, 1998 (the "EFFECTIVE DATE") (this "AGREEMENT") is made
among WEIDER NUTRITION INTERNATIONAL, INC., a Delaware corporation ("HOLDINGS"),
WEIDER NUTRITION GROUP, INC., a Utah corporation ("NUTRITION"), WNG HOLDINGS
(INTERNATIONAL) LTD., a Nevada corporation ("INTERNATIONAL"; Holdings, Nutrition
and International, individually, each an "OBLIGOR" and, collectively,
"OBLIGORS"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, for itself, as Lender, and as Agent for Lenders (in such capacity,
"AGENT"), and the other Lenders signatory to the hereinafter defined Credit
Agreement.

                                   RECITALS

      A. Agent, Lenders and Obligors are party to that certain Third Amended and
Restated Credit Agreement dated May 6, 1997 (as amended, restated, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT") and that
certain Third Amended and Restated Stock Pledge Agreement dated as of May 6,
1997 (as amended, restated, supplemented or otherwise modified from time to
time, the "PLEDGE AGREEMENT").

      B. On and subject to the terms and conditions hereof, Obligors have
requested from Agent and Lenders, and Agent and Lenders are willing to grant,
waivers of certain Events of Default (such Events of Default being collectively
referred to herein as the "SPECIFIED EVENTS OF DEFAULT") arising under the
Credit Agreement solely and directly as a result of (i) the acquisition by
Holdings, during the period from June 26, 1998 through September 1, 1998, of
shares of common stock (such shares so acquired being collectively referred to
herein as "SPECIFIED MARGIN SHARES" and each such share a "SPECIFIED MARGIN
SHARE"), (ii) certain Restricted Payments made by Nutrition to Holdings on or
prior to September 1, 1998 in an aggregate amount not in excess of $4,998,082.33
for the sole purpose of Holding's payment of the purchase price for the
Specified Margin Shares (such Restricted Payments in the aggregate amount of
$4,998,082.33 being collectively referred to herein as the "SPECIFIED RESTRICTED
PAYMENTS") and (iii) the failure of Holdings to pledge to Agent, for the benefit
of Agent and Lenders, such Specified Margin Shares prior to the date hereof.

      C. This Agreement shall constitute a Loan Document and these Recitals
shall be construed as part of this Agreement; capitalized terms used herein
without definition are so used as defined in Annex A to the Credit Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:

      1. WAIVERS. Subject to the conditions and effectiveness of this Agreement
and otherwise notwithstanding the provisions of any Loan Document, Agent and
Lenders hereby waive the Specified Events of Default. The waivers granted in
this SECTION 1 only apply to the Specified Events

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of Default, and do not constitute a waiver of, or consent to, any other Default
or Event of Default (whether now existing or hereafter arising, whether similar
or not, or whether now or hereafter known to Agent or any Lender). Without
limiting the immediately preceding sentence, nothing in this Agreement shall be
deemed in any way to be a waiver of, or consent to, (i) any acquisition of
common stock (other than the acquisition of the Specified Margin Shares by
Holdings on or prior to September 1, 1998) or any other Stock, (ii) any
Restricted Payment (other than the Specified Restricted Payments made by
Nutrition to Holdings on or prior to September 1, 1998), or (iii) the failure to
pledge to Agent, for the benefit of Agent and Lenders, any Specified Shares
after the date hereof.

      2. AMENDMENTS. Subject to the conditions and effectiveness of this
Agreement:

            (a) The Credit Agreement is hereby amended by inserting immediately
      after the reference to "CLAUSE (A) above" contained in Section 1.3(b)
      thereof the text "or SECTION 1.17".

            (b) The Credit Agreement is hereby amended by inserting immediately
      after Section 1.16 thereof the following new Section 1.17:

                  "1.17 REGULATION U. (a) The Loans made by each Lender shall,
            commencing from June 26, 1998 and ending on the date on which none
            of the Loans is considered "purpose credit" within the meaning of
            Regulation T, U or X of the Federal Reserve Board, be treated for
            purposes of Regulation U as two separate extensions of credit (the
            "Y CREDIT" and the "Z CREDIT" of such Lender and, collectively, the
            "Y CREDITS" and the "Z CREDITS"), as follows:

                        (i) the aggregate amount of the Y Credit of such Lender
                  shall be an amount equal to such Lender's Pro Rata Share of
                  the maximum loan value (as determined in accordance with
                  Regulation U of the Federal Reserve Board) of the Specified
                  Margin Shares; and

                        (ii) the aggregate amount of the Z Credit of such Lender
                  shall be an amount equal to such Lender's Pro Rata Share of
                  all Loans outstanding under this Agreement MINUS such Lender's
                  Y Credit.

            In the event that any Specified Margin Share is sold, the amount of
            the Y Credit of such Lender shall be adjusted (if necessary), to the
            extent necessary through prepayment by Nutrition (with a
            contemporaneous contribution by Holdings to Nutrition in the amount
            of such prepayment) pursuant to SECTION 1.3(B), to be an amount
            equal to such Lender's Pro Rata Share of the maximum loan value
            (determined in accordance with Regulation U of the Federal Reserve
            Board as of the date of such sale) of the Specified Margin Shares
            immediately after giving effect to such sale.

                  (b) Each Lender will maintain its records to identify the Y
            Credit of such Lender and the Z Credit of such Lender, and, solely
            for the purposes of complying

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            with Regulation U of the Federal Reserve Board, the Y and Z Credits
            shall be treated as separate extensions of credit. Each Lender
            hereby represents and warrants that the loan value of the Collateral
            (other than the Specified Margin Shares) is sufficient for such
            Lender to lend its Pro Rata Share of the Z Credit.

                  (c) The benefits of the security in the Specified Margin
            Shares created by the applicable Stock Pledge Agreement shall be
            allocated FIRST to the benefit and security of the payment of the
            principal of and interest on the Y Credits of Lenders and of all
            other amounts payable by Holdings under this Agreement in connection
            with the Y Credits (collectively, the "Y CREDIT AMOUNTS") and
            SECOND, only after the payment in full of the Y Credit Amounts, to
            the benefit and security of the payment of the principal of and
            interest on the Z Credits of Lenders and of all other amounts
            payable by Holdings under this Agreement in connection with Z
            Credits (collectively, the "Z CREDIT AMOUNTS"). The benefits of the
            security in the Collateral other than the Specified Margin Shares
            created by the Security Documents and the benefits of the indirect
            security in Collateral other than the Specified Margin Shares
            created by this Agreement, shall be allocated FIRST to the benefit
            and security of the payment of the Z Credit Amounts and SECOND, only
            after the payment in full of the Z Credit Amounts, to the benefit
            and security of the payment of the Y Credit Amounts.

                  (d) Holdings shall furnish to Agent and any Lender at the time
            of each sale of any Specified Margin Share such information and
            documents as Agent or such Lender, as applicable, may require to
            determine the Y and Z Credits, and at any time and from time to
            time, such other information and documents as Agent or such Lender
            may reasonably require to determine compliance with Regulation U of
            the Federal Reserve Board.

                  (e) Each Lender shall be responsible for its own compliance
            with and administration of the provisions of this SECTION 1.17 and
            Regulation U of the Federal Reserve Board, and Agent shall have no
            responsibility for any determinations or allocations made or to be
            made by any Lender as required by such provisions. Each Lender shall
            transmit to Holdings (with a copy to Agent) any requests made by
            such Lender pursuant to subsection (d) of this SECTION 1.17 and
            Holdings shall transmit to each Lender all information requested by
            such Lender pursuant to subsection (d) of this SECTION 1.17 or
            otherwise required to be delivered by Holdings to such Lender
            pursuant to this SECTION 1.17.

                  (f) Notwithstanding anything to the contrary, nothing in this
            SECTION 1.17 shall be deemed to permit the acquisition or
            disposition of any Stock."

            (c) The Credit Agreement is hereby amended by deleting Section 3.12
      thereof in its entirety and replacing it with the following new Section
      3.12:


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                  "3.12 MARGIN REGULATIONS. No Obligor or Subsidiary thereof is
            engaged, nor will it engage, principally or as one of its important
            activities, in the business of extending credit for the purpose of
            "purchasing" or "carrying" any "margin stock" (each such quoted term
            used herein as defined in Regulation U of the Board of Governors of
            the Federal Reserve System (the "FEDERAL RESERVE BOARD") as now and
            from time to time hereafter in effect). No Obligor or Subsidiary
            thereof owns any margin stock (except for the ownership by Holdings
            of the Specified Margin Shares acquired by Holdings on or prior to
            September 1, 1998), and the proceeds of the Revolving Credit
            Advances will not be used, directly or indirectly, for the purpose
            of purchasing (except for the Specified Restricted Payments made by
            Nutrition to Holdings prior to September 1, 1998) or carrying any
            margin stock, for the purpose of reducing or retiring any
            indebtedness which was originally incurred to purchase or carry any
            margin stock or for any other purpose which might cause any of the
            loans or other extensions of credit under this Agreement to be
            considered a "purpose credit" within the meaning of Regulation T, U
            or X of the Federal Reserve Board. No Obligor or Subsidiary thereof
            will take or permit any agent acting on its behalf to take any
            action which might cause this Agreement or any other Loan Document
            or any document or instrument delivered pursuant hereto to violate
            any regulation of the Federal Reserve Board."

            (d) The Credit Agreement is hereby amended by replacing the text of
      clause (d) of Section 6.2 of the Credit Agreement with the following text:

            "any other type of investment (including the acquisition by
            Holdings, during the period from June 26, 1998 through September 1,
            1998, of the Specified Margin Shares), loan or advance not exceeding
            $5,000,000 in the aggregate at any time outstanding; provided that
            (i) each such investment in 5% or more of the ownership interests of
            any Person (other than the acquisition by Holdings, during the
            period from June 26, 1998 through September 1, 1998, of the
            Specified Margin Shares) shall have been approved by the board of
            directors of such Person and shall otherwise be consensual and (ii)
            any such investment which is otherwise a transaction described in
            SECTION 6.1 shall be subject to the provisions of SECTION 6.1 (it
            being understood that nothing herein shall be deemed to permit the
            disposition of any Stock constituting Collateral except in
            accordance with the express terms of this Agreement and the other
            Loan Documents)"

            (e) The Credit Agreement is hereby amended by inserting immediately
      after Section 6.22 thereof the following new Section 6.23:

                  "6.23 SPECIFIED MARGIN SHARES. Notwithstanding anything to the
            contrary, no Obligor (other than Holdings) may own, legally or
            beneficially, any Specified Margin Shares and, upon the sale or
            other disposition of any Specified Margin Shares by Holdings, no
            Obligor (including Holdings) may at any time thereafter own, legally
            or beneficially, any of those Specified Margin Shares which have
            been so sold

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            or transferred. Nothing contained herein shall be deemed to permit
            the acquisition or disposition of any Stock."

            (f) The Credit Agreement is hereby amended by inserting in
      alphabetical order into Annex A thereto the following defined terms:

                  "SPECIFIED MARGIN SHARES" shall mean and be limited to the
            shares of the common Stock acquired by Holdings from June 26, 1998
            through September 1, 1998, and "SPECIFIED MARGIN SHARE" shall mean,
            any of such shares.

                  "SPECIFIED RESTRICTED PAYMENTS" shall mean and be limited to
            those certain Restricted Payments made by Nutrition to Holdings on
            or prior to September 1, 1998 in an aggregate amount not in excess
            of $4,998,082.33 for the sole purpose of Holding's payment of the
            purchase price for the Specified Margin Shares."

            (g) The Credit Agreement is hereby amended by replacing Schedule
      3.10 thereto with ANNEX A attached hereto.

            (h) The Pledge Agreement is hereby amended by deleting from Section
      2(c) thereof the text "who, after the date of this Agreement, becomes, as
      a result of any occurrence, a directly owned Subsidiary of Pledgor".

            (i) The Pledge Agreement is hereby amended by replacing Schedule 1
      thereto with ANNEX B attached hereto.

      3. ACKNOWLEDGMENT. Each of the Obligors hereby acknowledges that:

            (a) except as expressly set forth in SECTION 1 of this Agreement
      with respect to the Specified Margin Shares, no Obligor may hold, acquire,
      receive or otherwise possess any Specified Margin Share, any other share
      of Nutraceuticals International Corp. or any other "margin stock" (as
      defined in Regulation U of the Federal Reserve Board); and

            (b) for purposes of calculating or otherwise measuring compliance
      with the covenants, prohibitions, limitations, restrictions and other
      provisions contained in the Credit Agreement and the other Loan Documents
      from and after the date hereof, there shall be included in such
      calculations and other measurements in accordance with the terms of the
      Credit Agreement and the other Loan Documents, the acquisitions by
      Holdings of Specified Margin Shares and the Specified Restricted Payments
      made by Nutrition to Holdings.

      4.    REPRESENTATIONS AND WARRANTIES.

            (a) As of the date of this Agreement and, after giving effect to
      this Agreement, the transactions contemplated hereby (i) no Default or
      Event of Default shall have occurred or be continuing and (ii) the
      representations and warranties of Obligors contained in the Loan

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      Documents are true, accurate and complete in all respects on and as of the
      date hereof to the same extent as though made on and as of such date,
      except to the extent such representations and warranties specifically
      relate to an earlier date.

            (b) Obligors jointly and severally represent and warrant to Agent
      and Lenders that the execution, delivery and performance, as the case may
      be, by each Obligor of this Agreement, the related Loan Documents, and the
      other documents and transactions contemplated by each of the foregoing are
      within each such Person's corporate powers, have been duly authorized by
      all necessary corporate action (including, without limitation, all
      necessary shareholder approval) of each such Person, have received all
      necessary governmental approvals, and do not and will not contravene or
      conflict with any provision of law applicable to any such Person, the
      certificate or articles of incorporation or bylaws of any such Person, or
      any order, judgment or decree of any court or other agency of government
      or any contractual obligation binding upon any such Person; and this
      Agreement, the Credit Agreement, the Pledge Agreement and each other Loan
      Document is the legal, valid and binding obligation of each Obligor
      enforceable against each such Person in accordance with its terms.

      5. CONDITIONS PRECEDENT. This Agreement shall become effective on the
Effective Date, PROVIDED that each of the following items shall have been
received by Agent or satisfied (in the case of paragraphs (f) and (g) below),
all in form and substance satisfactory to Agent:

            (a) AGREEMENT. This Agreement, duly executed by each Obligor, Agent
      and Requisite Lenders.

            (b) ANNEXES. ANNEX A and ANNEX B to this Agreement, completed by
      Obligors.

            (c) STOCK COLLATERAL. For all Specified Margin Shares represented by
      share certificates, duly executed stock certificates evidencing such
      shares, together with undated stock powers therefor duly endorsed in blank
      by Holdings.

            (d) CONTROL LETTERS. For all Specified Margin Shares not represented
      by share certificates, a control letter, duly executed by Holdings, Credit
      Suisse First Boston Corporation and Agent.

            (e) PURPOSE STATEMENTS. For each non-bank Lender, an original Form
      FR G-3 purpose statement, and for each bank Lender, an original Form FR
      U-1 purpose statement, in each case fully completed and duly executed by
      Holdings.

            (f) NO DEFAULT. After giving effect to this Agreement, no Default or
      Event of Default shall have occurred and be continuing as of the date
      hereof, or would result after giving effect to the transactions
      contemplated hereby.

            (g) WARRANTIES AND REPRESENTATIONS. The warranties and
      representations of each Obligor contained in this Agreement shall be true
      and correct as of the date hereof.

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      6. EFFECT ON LOAN DOCUMENTS. This Agreement is limited to the specific
purpose for which it is granted and, except as specifically set forth above (a)
shall not be construed as a consent, waiver or other modification with respect
to any term, condition or other provision of any Loan Document and (b) each of
the Loan Documents shall remain in full force and effect and are each hereby
ratified and confirmed.

      7.    MISCELLANEOUS.

            (a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and
      shall inure to the benefit of Obligors, Agent, Lenders and their
      respective successors and assigns; PROVIDED that no Obligor may assign its
      rights, obligations, duties or other interests hereunder without the prior
      written consent of Agent and Lenders. The terms and provisions of this
      Agreement are for the purpose of defining the relative rights and
      obligations of Obligors, Agent and Lenders with respect to the
      transactions contemplated hereby and there shall be no third party
      beneficiaries of any of the terms and provisions of this Agreement.

            (b) ENTIRE AGREEMENT. This Agreement, including all documents
      attached hereto, incorporated by reference herein or delivered in
      connection herewith, constitutes the entire agreement of the parties with
      respect to the subject matter hereof and supersedes all other
      understandings, oral or written, with respect to the subject matter
      hereof, including that certain Waiver and Consent dated as of October 15,
      1998 among Obligors, Agent and Lenders.

            (c) FEES AND EXPENSES. As provided in Section 11.3 of the Credit
      Agreement, Obligors agree to pay on demand all fees, costs and expenses
      incurred by Agent in connection with the preparation, execution and
      delivery of this Agreement, together with all fees, costs and expenses
      incurred by Agent prior to the date hereof which are payable by Obligors
      pursuant to Section 11.3 of the Credit Agreement.

            (d) INCORPORATION OF CREDIT AGREEMENT. The provisions contained in
      Sections 11.9 and 11.14 of the Credit Agreement are incorporated herein by
      reference to the same extent as if reproduced herein in their entirety.

            (e) ACKNOWLEDGMENT. Each Obligor hereby represents and warrants that
      there are no liabilities, claims, suits, debts, liens, losses, causes of
      action, demands, rights, damages or costs, or expenses of any kind,
      character or nature whatsoever, known or unknown, fixed or contingent
      (collectively, the "CLAIMS"), which any Obligor may have or claim to have
      against Agent or any Lender, or any of their respective affiliates,
      agents, employees, officers, directors, representatives, attorneys,
      successors and assigns (collectively, the "LENDER RELEASED PARTIES"),
      which might arise out of or be connected with any act of commission or
      omission of the Lender Released Parties existing or occurring on or prior
      to the date of this Agreement, including, without limitation, any Claims
      arising with respect to the Obligations or any Loan Documents. In
      furtherance of the foregoing, each Obligor hereby releases, acquits and
      forever discharges the Lender Released Parties from any and all Claims
      that any Obligor may have or claim to have, relating to or arising out of
      or in

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      connection with the Obligations or any Loan Documents or any other
      agreement or transaction contemplated thereby or any action taken in
      connection therewith from the beginning of time up to and including the
      date of the execution and delivery of this Agreement. Each Obligor further
      agrees forever to refrain from commencing, instituting or prosecuting any
      lawsuit, action or other proceeding against any Lender Released Parties
      with respect to any and all Claims.

            (f) CAPTIONS. Section captions used in this Agreement are for
      convenience only, and shall not affect the construction of this Agreement.

            (g) SEVERABILITY. Whenever possible each provision of this Agreement
      shall be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision of this Agreement shall be prohibited
      by or invalid under such law, such provision shall be ineffective to the
      extent of such prohibition or invalidity, without invalidating the
      remainder of such provision or the remaining provisions of this Agreement.

            (h) COUNTERPARTS. This Agreement may be executed in any number of
      counterparts and by the different parties on separate counterparts, and
      each such counterpart shall be deemed to be an original, but all such
      counterparts shall together constitute but one and the same instrument.
      Delivery of an executed counterpart of a signature page to this Agreement
      by telecopy shall be effective as delivery of a manually executed
      counterpart of this Agreement.

                           [signature pages follow]


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      IN WITNESS WHEREOF, this Waiver, Consent and Fourth Amendment has been
duly executed and delivered as of the day and year first above written.

                      WEIDER NUTRITION INTERNATIONAL, INC.
                          WEIDER NUTRITION GROUP, INC.
                        WNG HOLDINGS (INTERNATIONAL) LTD.

                                    For each of the foregoing:


                                    By:________________________________

                                    Title:_____________________________
<PAGE>
                              GENERAL ELECTRIC CAPITAL CORPORATION,
                                as Agent and Lender

                              By: _______________________________

                              Title:  Duly Authorized Signatory
<PAGE>
                              FIRST UNION NATIONAL BANK, successor by merger to
                              Corestates Bank, N.A.

                              By: _______________________________

                              Title:_____________________________
<PAGE>
                              LASALLE NATIONAL BANK

                              By: _______________________________

                              Title:_____________________________
<PAGE>
                              THE BANK OF NOVA SCOTIA

                              By: _______________________________

                              Title:_____________________________
<PAGE>
                              BANK AUSTRIA CREDITANSTALT CORPORATE
                              FINANCE, INC.

                              By: _______________________________

                              Title:_____________________________


                              By: _______________________________

                              Title:_____________________________
<PAGE>
                              DRESDNER BANK AG, NEW YORK BRANCH
                              AND GRAND CAYMAN BRANCH

                              By: _______________________________

                              Title:_____________________________


                              By: _______________________________

                              Title:_____________________________
<PAGE>
                              ZIONS FIRST NATIONAL BANK

                              By: _______________________________

                              Title:_____________________________
<PAGE>
                                    ANNEX A

                           Replacement Schedule 3.10
                                      to
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                         [TO BE SUPPLIED BY OBLIGORS]
<PAGE>
                                    ANNEX B

                            Replacement Schedule 1
                                      to
               THIRD AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

                         [TO BE SUPPLIED BY OBLIGORS]