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                                                                     EXHIBIT 4.6



                      CONSENT AND FIRST AMENDMENT AGREEMENT

         This CONSENT AND FIRST AMENDMENT AGREEMENT ("Agreement") is made and
entered into as of June 30, 2000 by and between WEIDER NUTRITION GROUP, INC., a
Utah corporation ("Borrower"); and WYNNCHURCH CAPITAL PARTNERS, L.P., a Delaware
limited partnership, and WYNNCHURCH CAPITAL PARTNERS CANADA, L.P., an Alberta
limited partnership (collectively, "Lenders").


                                 R E C I T A L S

         A. Pursuant to that certain Senior Subordinated Loan Agreement dated as
of June 30, 2000 (the "Loan Agreement") between Borrower and Lenders, Lenders
purchased promissory notes of Borrower having an aggregate principal amount of
$10,000,000 (the "Notes").

         B. Borrower and Lenders have agreed to amend the Loan Agreement, on the
terms and subject to the conditions set forth herein.


                               A G R E E M E N T S

         NOW, THEREFORE, in consideration of the agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

         1.  Incorporation of Recitals.  The foregoing recitals are incorporated
herein by reference and made a part of this Agreement.

         2.  Definitions. All capitalized terms used herein without definition
shall have the meanings given to them in the Loan Agreement.

         3.  Amendment of the Loan Agreement. Subject to Borrower's performance
of its obligations to Lenders hereunder on the date hereof, the parties hereto
agree to amend the terms of the Loan Agreement as follows:

             (a) Section 1.1 of the Loan Agreement shall be amended by deleting
         the definition of the term "Fixed Coverage Ratio" set forth therein and
         replacing the definition with the following language:



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             "Fixed Charge Coverage Ratio shall mean, as determined as of any
         date for any period ending on such date, the ratio of (a) EBITDA for
         such period to (b) the sum of the following, in each case of the
         Borrower Consolidated Entity as determined in accordance with GAAP for
         such period, (i) cash income tax expense, (ii) cash Interest Expense,
         (iii) Capital Expenditures of the Borrower Consolidated Entity (except
         for such Capital Expenditures financed with the proceeds of
         Indebtedness other than the Senior Indebtedness), and (iv) regularly
         scheduled principal payments on the Senior Indebtedness and other
         Indebtedness."

             (b) Section 6.13(a) of the Loan Agreement is hereby deleted in its
         entirety and the following language is hereby substituted therefor:

                 "(a) Fixed Charge Coverage Ratio. Borrower shall not permit the
                 Fixed Change Coverage Ratio, as determined as of each date set
                 forth below, for the twelve month period ending on such date,
                 to be less than the ratio set forth below opposite such date:


                       Date               Minimum Ratio
                       ----               -------------
                 August 31, 2000          1.00 to 1.00

                 November 30, 2000        .80 to 1.00

                 February 28, 2001        .80 to 1.00

                 May 31, 2001             1.00 to 1.00

                 August 31, 2001          .95 to 1.00

                 November 30, 2001        .95 to 1.00

                 February 28, 2002        .95 to 1.00

                 May 31, 2002             .95 to 1.00

                 August 31, 2002          .95 to 1.00

                 November 30, 2002        .90 to 1.00

                 February 28, 2003        .90 to 1.00

                 May 31, 2003             .90 to 1.00

                 August 31, 2003          .90 to 1.00



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                 November 30, 2003        .95 to 1.00
                 and the last day of
                 each fiscal quarter
                 of Borrower ending
                 thereafter"


         4. Representations and Warranties of Borrower. As a further inducement
for Lenders to consent to the transactions contemplated by this Agreement,
Borrower hereby represents and warrants to Lenders that:

             (a) Borrower has the requisite corporate power and authority to
         execute, deliver and carry out this Agreement and the transactions
         contemplated hereby.

             (b) The execution and delivery of this Agreement and the
         consummation by Borrower of the transactions contemplated hereby have
         been duly authorized by all necessary corporate action and other
         consents, approvals and the like required on the part of Borrower.

             (c) Neither the execution and delivery by Borrower of this
         Agreement nor the consummation of the transactions contemplated hereby,
         nor compliance by Borrower with the terms, conditions and provisions
         hereof, shall (i) conflict with or result in a breach of the terms,
         conditions or provisions of, (ii) constitute a default under, (iii)
         result in the creation of any lien, security interest, charge or
         encumbrance upon its capital stock or assets pursuant to, (iv) give any
         third party the right to accelerate any obligation under, (v) result in
         a violation of or (vi) require any authorization, consent, approval,
         exemption or other action by or notice to any court or administrative
         or governmental body pursuant to the Articles of Incorporation or
         by-laws of Borrower or any law, statute, rule or regulation to which
         Borrower is subject, or any agreement, instrument, order, judgment or
         decree to which Borrower is subject.

             (d) This Agreement has been duly and validly executed and delivered
         by Borrower and constitutes legal, valid and binding obligations, and
         all such obligations of Borrower are enforceable in accordance with
         their respective terms, except as enforceability may be limited by
         bankruptcy, insolvency or other similar laws of general application
         affecting the enforcement of creditors' rights or by general principles
         of equity limiting the availability of equitable remedies.

             (e) No event has occurred and is continuing and no condition exists
         which would constitute an Event of Default or a Potential Event of
         Default.

             (f) Borrower is not aware of any breach of the representations and
         warranties made in the Senior Amendment.


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             (g) All representations and warranties of Borrower in the Loan
         Agreement remain true and correct in all material respects as of the
         date hereof, except (i) to the extent such representations and
         warranties specifically relate to an earlier date, (ii) to the extent
         such representations and warranties are specifically amended by this
         Agreement or (iii) to extent disclosed on Schedule 1 attached hereto
         and incorporated herein by reference.

         5.       Miscellaneous.

             (a) Further Assurances. Borrower shall, from time to time at the
         request of Lenders, do all further acts and things as may in the
         opinion of Lenders be necessary or advisable to effectuate the
         transaction and other matters contemplated hereby, including, without
         limitation, the modification of or amendment to any other agreements,
         certificates or instruments to which Borrower is a party.

             (b) Notices. All notices and other communications given to or made
         upon any party hereto in connection with this Agreement shall be in
         accordance with Section 8.5 of the Loan Agreement.

             (c) Costs and Expenses. Borrower agrees to pay all costs and
         expenses, including, without limitation, attorney's fees and expenses,
         expended or incurred by Lenders in connection with (i) the preparation
         and structuring of this Agreement, (ii) the enforcement of this
         Agreement and (iii) any actions for declaratory relief in any way
         related to this Agreement or the agreements, certificates and
         instruments described herein or contemplated hereby, or the protection
         or preservation of any rights of Lenders hereunder.

             (d) No Waiver. The execution and delivery of this Amendment shall
         not, except as expressly provided herein, operate as a waiver of, limit
         in any way any right, power or remedy under, or act as a consent to any
         departure from any provision of the Loan Agreement or any Senior
         Subordinated Loan Document. This consent shall not operate as a waiver
         of any Event of Default occurring prior to or, except as expressly
         provided herein, on or after the date hereof.

             (e) Governing Law. This Amendment shall in all respects be governed
         by the laws and judicial decisions of the State of Illinois.

             (f) Entire Agreement. This Agreement and the instruments to be
         delivered by the parties pursuant to the provisions hereof constitute
         the entire agreement between the parties hereto with respect to the
         subject matter hereof. Any amendments or alternative



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         or supplementary provisions to this Agreement must be made in writing
         and duly executed by an authorized representative of each of the
         parties hereto.

             (g) Counterparts. This Agreement may be executed in any number of
         counterparts and by any party hereto on separate counterparts, each of
         which, when so executed and delivered, shall be an original, but all
         such counterparts shall together constitute one and the same
         instrument.

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

             (i) Enforceability. Should any one or more of the provisions of
         this Amendment be determined to be illegal or unenforceable as to one
         or more of the parties hereto, all other provisions nevertheless shall
         remain effective and binding on the parties hereto.

             (j) No Further Amendments. Except as specifically amended hereby,
         the terms and provisions of the Loan Agreement shall remain in full
         force and effect.

                  (remainder of page intentionally left blank)



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

                          WEIDER NUTRITION GROUP, INC.


                          By: _________________________________________________

                          Name: _______________________________________________

                          Title: ______________________________________________


                          WYNNCHURCH CAPITAL PARTNERS, L.P.

                          By:     Wynnchurch Partners, L.P., its general partner

                                  By:   Wynnchurch Management, Inc., its general
                                        partner

                                  By:   _______________________________________
                                        John Tomes, Vice President

                          WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.

                          By:      Wynnchurch Partners Canada, L.P., its general
                                   partner

                                   By:  Wynnchurch GP Canada, Inc., its general
                                        partner

                                   By:  _______________________________________
                                        John Tomes, Vice President