EXHIBIT 4.6

                              FIFTH AMENDMENT TO
                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

      This FIFTH AMENDMENT dated as of December 15, 1998 and effective as of
November 30, 1998 (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").

      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,
amendments to certain provisions of the Credit Agreement to change certain
financial covenants, revise certain interest and fee provisions and make other
changes mutually agreeable to Agent, Lenders and Obligors.

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

            (a) The Credit Agreement is hereby amended by deleting the pricing
      grid contained in Section 1.5(a) and replacing it with the following
      pricing grid:
<TABLE>
<CAPTION>
                RATIO OF FUNDED                                REVOLVING CREDIT LOAN
                DEBT TO EBITDA                  LIBOR MARGIN      INDEX MARGIN
                ---------------                 ------------   ---------------------
<S>                                                <C>                  <C> 
    less than or equal to 3.75                     3.25                 1.75
                   
    less than or equal to 3.00 but < 3.75          3.00                 1.50
                  
    less than or equal to 2.50 but < 3.00          2.50                 1.00
                  
    less than or equal to 2.00 but < 2.50          2.25                 0.75
                  
    less than or equal to 1.50 but < 2.00          1.75                 0.25
                  
                                   < 1.5           1.50                 0.00
</TABLE>
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            (b) The Credit Agreement is hereby amended by deleting the third
      sentence of Section 1.5(a) in its entirety and replacing it with the
      following sentence:

            "Thereafter, determinations of each Margin will be based on a
            calculation of the ratio of Funded Debt to EBITDA, in each case for
            the twelve month period then ended."

            (c) The Credit Agreement is hereby amended by deleting the fourth
      sentence of Section 1.5(e) in its entirety and replacing it with the
      following sentence:

            "Holdings, on behalf of Borrowers, shall have the option to (1)
            convert at any time all or any portion of the Revolving Credit Loan
            bearing interest at a rate determined by reference to one basis to a
            rate determined by reference to an alternate basis or (2) upon the
            expiration of any LIBOR Period applicable to a LIBOR Loan, to
            continue all or any portion of the Revolving Credit Loan as a LIBOR
            Loan and the succeeding Period(s) of such continued portion of the
            Revolving Credit Loan shall commence on the last day of the LIBOR
            Period of the portion of the Revolving Credit Loan to be continued;
            PROVIDED that (A) except as permitted in clause (B) below, any
            Revolving Credit Loan to be continued as, or converted into, a LIBOR
            Loan must be in a minimum amount of $5,000,000 and integral
            multiples of $1,000,000 in excess of such amount, (B) the aggregate
            amount of all Revolving Credit Loans to be made or continued as, or
            converted into, LIBOR Loans commencing on the same date and having
            the same LIBOR Period may be in a minimum amount of $5,000,000 and
            integral multiples of $1,000,000 in excess of that amount, (C) LIBOR
            Loans may only be converted into Index Rate Loans on the expiration
            date of a LIBOR Period applicable thereto and (D) no portion of the
            Revolving Credit Loan may be continued as, or be converted into, a
            LIBOR Loan when any Event of Default or Default has occurred and is
            continuing."

            (d) The Credit Agreement is hereby amended by deleting Section 1.6
      thereof in its entirety and replacing it with the following new Section
      1.6:

            " 1.6 FEES. As additional compensation for Lenders' costs and risks
            in making the Revolving Credit Loan available to Borrowers,
            Borrowers agree to pay to Agent, for the ratable benefit of Lenders,
            in arrears, on the first Business Day of each month prior to the
            Revolving Commitment Termination Date or such earlier date as the
            Lenders' obligations to make Revolving Credit Advances terminate or
            the Revolving Credit Loan becomes due and payable, and on the
            Revolving Commitment Termination Date or such earlier date as the
            Lenders' obligations to make Revolving Credit Advances terminate or
            the Revolving Credit Loan becomes due and payable, a fee for
            Borrowers' non-use of available funds (the "NON-USE FEE") in an
            amount equal to (i) the applicable rate per annum (calculated on the
            basis of a 360 day year and actual days elapsed) set forth in the
            following grid (the "NON-USE FEE MARGIN") multiplied by (ii) the
            difference between the respective daily averages of (A) the Maximum
            Revolving Credit Loan (as it may be adjusted from time to time
            hereunder)

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            and (B) the amount of the Revolving Credit Loan outstanding during
            the period for which the Non-Use Fee is due:

                                Ratio of Funded              Non-use
                                DEBT TO EBITDA              FEE MARGIN
                                     > 2.0                    0.375
                                     < 2.0                    0.250

            The effective Non-Use Fee Margin shall be based on the ratio of
            Funded Debt to EBITDA, in each case for the twelve month period then
            ended, and shall be determined and adjusted in a manner identical to
            that in which the effective Margin with respect to the Revolving
            Credit Loan is determined and adjusted pursuant to SECTION 1.5 of
            the Agreement."

            (e) The Credit Agreement is hereby amended by deleting Section 6.2
      thereof in its entirety and replacing it with the following revised
      Section 6.2:

            " 6.2 INVESTMENTS; LOANS AND ADVANCES. Except (I) as otherwise
            permitted by SECTION 6.1, 6.3, 6.4, or 6.21 and (II) for advances to
            suppliers on an arm's length basis in connection with purchases in
            the ordinary course of business, no Obligor shall, or shall cause or
            permit any Subsidiary thereof to, make any investment in, or make or
            accrue loans or advances of money to any Person, through the direct
            or indirect lending of money (including, without limitation, the
            guarantee of any letters of credit issued for the benefit of such
            Person), holding of securities or otherwise, other than (a)
            Accounts, (b) investments in Obligors which are Subsidiaries of
            Holdings, (c) investments in (i) marketable direct obligations
            issued or unconditionally guaranteed by the United States of America
            or any agency thereof maturing within one year from the date of
            acquisition thereof, (ii) commercial paper maturing no more than one
            year from the date of creation thereof and currently having the
            highest rating obtainable from either Standard & Poor's Corporation
            or Moody's Investors Service, Inc., (iii) certificates of deposit,
            maturing no more than one year from the date of creation thereof,
            issued by commercial banks incorporated under the laws of the United
            States of America, each having combined capital, surplus and
            undivided profits of not less than $300,000,000 and having a senior
            secured rating of "A" or better by a nationally recognized rating
            agency, provided that the aggregate amount invested in such
            certificates of deposit shall not at any time exceed $100,000 for
            any one such certificate of deposit and $200,000 for any one such
            bank, (iv) time deposits, maturing no more than 30 days from the
            date of creation thereof with commercial banks or savings banks or
            savings and loan associations each having membership either in the
            Federal Deposit Insurance Corporation or in the Federal Savings and
            Loan Insurance Corporation and in amounts not exceeding the maximum
            amounts of insurance thereunder, (v) money market funds and (vi) in
            accordance with paragraph (d) of ANNEX C, (d) from and after receipt
            by Agent of documentation in form and substance acceptable to Agent
            evidencing (i) the obligation of one or more

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<PAGE>
            financial institutions reasonably acceptable to Agent to extend
            credit of at least DM10,000,000 but not more than DM20,000,000 to
            Haleko (in excess of Indebtedness of Haleko outstanding as of
            November 30, 1998, as indicated on the most recent balance sheet
            delivered pursuant to Annex G which includes such date) and (ii) the
            drawing of at least DM10,000,000 of funds thereunder (an "ACCEPTABLE
            HALEKO CREDIT FUNDING"), contributions by Obligors to the capital of
            Haleko that shall not at any time exceed $3,000,000 in aggregate at
            any time outstanding and (e) 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)."

            (f) The Credit Agreement is hereby amended by deleting Section 6.3
      thereof in its entirety and replacing it with the following revised
      Section 6.3:

            " 6.3 INDEBTEDNESS. No Obligor shall, or shall cause or permit any
            Subsidiary thereof to, create, incur, assume or permit to exist any
            Indebtedness, except (i) obligations of Borrowers or Subsidiaries
            thereof in connection with Letter of Credit Obligations, (ii)
            Indebtedness secured by Liens permitted under SECTION 6.7, (iii) the
            Revolving Credit Loan and the other Obligations, (iv) deferred
            taxes, (v) unfunded pension fund and other employee benefit plan
            obligations and liabilities to the extent they are permitted to
            remain unfunded under applicable law, (vi) existing Indebtedness set
            forth on SCHEDULE 6.3 and refinancings thereof on terms and
            conditions acceptable to Agent, in its reasonable discretion,
            determined in a timely manner, which shall in any event be on terms
            no less favorable to Agent, any Lender and the applicable Obligors,
            (vii) obligations under or in connection with foreign exchange
            forward purchase agreements for purposes of hedging Inventory
            purchases, (viii) lease payment obligations under leases which an
            Obligor or Subsidiary thereof is permitted to enter into under the
            Loan Documents, (ix) Indebtedness of Haleko which shall not exceed
            the amount of the Indebtedness of Haleko outstanding on November 30,
            1998 (as indicated on the most recent balance sheet delivered
            pursuant to Annex G which includes such date) by DM20,000,000 in the
            aggregate from time to time outstanding, (x) other unsecured
            Indebtedness which, when taken together with (a) all Guaranteed
            Indebtedness described in clause (iv) of SECTION 6.6 and (b) all
            Indebtedness secured by Liens described in clause (v) of SECTION
            6.7, does not exceed $1,000,000 in principal amount in the aggregate
            outstanding at any one time,

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            (xi) unsecured Indebtedness not exceeding $3,000,000 in the
            aggregate at any time outstanding assumed in connection with
            Permitted Acquisitions and subordinated in right of payment to the
            Obligations on terms and conditions satisfactory to Agent and (xii)
            intercompany loans made in accordance with SECTION 6.21."

            (g) The Credit Agreement is hereby amended by adding the following
      to the end of Section 6.11:

            " and (e) the aggregate fair market value of the assets subject to
            Sale-Leaseback Transactions does not exceed $1,000,000."

            (h) The Credit Agreement is hereby amended by replacing subclauses
      (B), (C) and (D) of clause (iii) of Section 6.13 thereof with the
      following text:

            "(B) all such Restricted Payments made during any Fiscal Quarter
            shall be made during the fifteenth (15th) through the twentieth
            (20th) (except, the fortieth (40) day, in the case of such a
            Restricted Payment made during the third Fiscal Quarter of Fiscal
            Year 1999) consecutive day immediately following the end of the
            immediately preceding Fiscal Quarter, (C) at least five (5) days
            prior to such Restricted Payment (except, one (1) day, in the case
            of such a Restricted Payment made during the third Fiscal Quarter of
            Fiscal Year 1999), Agent shall have received preliminary versions of
            the Financial Statements to be delivered to Agent pursuant to ANNEX
            E for the immediately preceding Fiscal Quarter, together with an
            attached certificate of the Chief Financial Officer of Holdings (on
            behalf of itself and each Borrower) to the effect that (1) the final
            Financial Statements to be delivered to Agent for such immediately
            preceding Fiscal Quarter will not differ in any material respect
            from such preliminary Financial Statements and (2) no Default or
            Event of Default had occurred or been continuing as of the end of
            the period covered by such Financial Statements (other than as of
            the end of the second Fiscal Quarter of Fiscal Year 1999), has
            occurred or is continuing as of the date of such certificate or
            would result from the making of such Restricted Payment, (D) the
            aggregate amount of all such Restricted Payments made during (1)
            each of the first and second Fiscal Quarter of Fiscal Year 1998
            shall not exceed $0.0375 per each share of Holdings' common stock,
            (2) each of the third and fourth Fiscal Quarters of Fiscal Year 1999
            shall not exceed $0.0375 per each share of Holdings' common stock
            and (3) each other Fiscal Quarter shall not exceed the lesser of (I)
            $0.0625 per each share of Holdings' common stock and (II) the
            product of 7.5% of the sum of (x) the actual consolidated Net Income
            of Holdings for that portion of the then-current Fiscal Year ending
            as of the close of such immediately preceding Fiscal Quarter, based
            on the Financial Statements described in clause (C) above for such
            period (except, as received, based on Financial Statements delivered
            pursuant to ANNEX E for any portion of such period) plus (y) the
            projected consolidated Net Income of Holdings for the remaining
            portion of such Fiscal Year, based on the Projections delivered to
            Agent pursuant to ANNEX E for such period and"

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<PAGE>
            (i) The Credit Agreement is hereby amended by deleting the first and
      second sentences of Section 9.9(a)(i) in their entirety and replacing them
      with the following:

            "By 1:00 p.m. (New York time) on the date of Agent's receipt of a
            Notice of Revolving Credit Advance or, at Agent's option, on any
            succeeding day on or prior to the next Settlement Date (as defined
            below) following the date of Agent's receipt of such notice, Agent
            shall notify Revolving Credit Lenders thereof by telecopy, telephone
            or other similar form of transmission. Each Lender shall make the
            amount of such Lender's Pro Rata Share of each Revolving Credit
            Advance available to Agent in same day funds by wire transfer to
            Agent's account as set forth in ANNEX H, not later than 2:30 p.m.
            (New York time) on the funding date requested by Agent, in the case
            of an Index Rate Loan, and not later than 11:00 a.m. (New York time)
            on the funding date requested by Agent, in the case of a LIBOR
            Loan."

            (j) The Credit Agreement is hereby amended by deleting the first
      sentence of Section 9.9(b) in its entirety and replacing it with the
      following:

            "Agent may assume that each Lender will make its Pro Rata Share of
            each Revolving Credit Advance available to Agent on the funding date
            requested by Agent."

            (k) The following definitions are hereby inserted in appropriate
      alphabetic order into Annex A to the Credit Agreement:

                  ""ACCEPTABLE HALEKO CREDIT FUNDING" has the meaning assigned
            in SECTION 6.2.

                  "DEUTCHMARK" or "DM" shall mean the lawful currency of
            Germany; PROVIDED, that each amount so denominated will be converted
            and redenominated into any successor currency upon common use and
            acceptance of such currency.

                  "HALEKO" shall mean Haleko Hanseatisches Lebensmittelkontor
            GmbH, a corporation organized under the laws of Germany."

            (l) The last sentence of subclause (1) of paragraph (d) of Annex B
      of the Credit Agreement is hereby deleted in its entirety and replaced
      with the following:

            "The effective L/C Margin will be based on the ratio of Funded Debt
            to EBITDA, in each case for the twelve month period then ended, and
            shall be determined and adjusted in a manner identical to that in
            which the effective Margin with respect to the Revolving Credit Loan
            is determined and adjusted pursuant to SECTION 1.5 of the Agreement;
            and"

            (m) Clause (a) and clause (b) of Annex E of the Credit Agreement are
      hereby amended by inserting after each reference to "on a consolidated and
      consolidating basis" the

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      text "(which consolidating portion shall separately reflect the
      appropriate information for each operating entity)."

            (n) Annex E of the Credit Agreement is hereby amended by appending
      the following section to the end of such Annex E:

            " (i) To Agent and Lenders, accompanying each set of financial
            information delivered pursuant to CLAUSE (B) hereof, (i) a
            comparison of the actual financial results included in such
            quarterly report to the budget and projections for the applicable
            Fiscal Quarter and (ii) a management discussion and analysis
            discussing actual performance for such Fiscal Quarter relative to
            the budget and projections for such Fiscal Quarter."

            (o) The Credit Agreement is hereby amended to change the maximum
      Capital Expenditure allowed in paragraph (a) of Annex G in Fiscal Year
      1999 from $11,000,000 to $13,000,000.

            (p) Annex G of the Credit Agreement is hereby amended to delete
      paragraph (c) of Annex G in its entirety and to replace it with the
      following:

            " (c) MINIMUM INTEREST COVERAGE RATIO. Holdings, on a consolidated
            basis, shall have at the end of each Fiscal Quarter described below
            a ratio of (i) the sum of (A) EBITDA LESS (B) Capital Expenditures
            LESS (C) taxes paid in cash PLUS (D) for the period from September
            1, 1998 through August 31, 1999, $4,000,000 PLUS (E) for the period
            from December 1, 1998 through November 30, 1999, $1,000,000 to (ii)
            Gross Interest Charges, in each case for the twelve month period
            then ended, equal or greater to the ratio set forth opposite such
            Fiscal Quarter:

                        (I) if an Acceptable Haleko Credit Funding has not
occurred:

      FISCAL QUARTER                                           RATIO

      Fiscal Quarter ending November 30, 1998               1.00 to 1.00
      Fiscal Quarter ending February 28, 1999               1.10 to 1.00
      Fiscal Quarter ending May 31, 1999                    1.40 to 1.00
      Fiscal Quarter ending August 31, 1999                 1.70 to 1.00
      Fiscal Quarter ending November 30, 1999               2.40 to 1.00
      Fiscal Quarter ending February 29, 2000               2.40 to 1.00
           and each Fiscal Quarter thereafter; or

            (II) if an Acceptable Haleko Credit Funding has occurred:


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                  FISCAL QUARTER                                  RATIO

      Fiscal Quarter ending November 30, 1998               1.00 to 1.00
      Fiscal Quarter ending February 28, 1999               1.10 to 1.00
      Fiscal Quarter ending May 31, 1999                    1.35 to 1.00
      Fiscal Quarter ending August 31, 1999                 1.65 to 1.00
      Fiscal Quarter ending November 30, 1999               2.35 to 1.00
      Fiscal Quarter ending February 29, 2000               2.40 to 1.00
           and each Fiscal Quarter thereafter."

            (q) Annex G of the Credit Agreement is hereby amended to delete
      paragraph (d) of Annex G in its entirety and to replace it with the
      following:

            "     (d)   MAXIMUM FUNDED DEBT TO EBITDA RATIO.  Holdings, on a
            consolidated basis, shall have at the end of each Fiscal Quarter
            described below a ratio of (i) Funded Debt to (ii) the sum of (A)
            EBITDA PLUS (B) for the period from September 1, 1998 through August
            31, 1999, $4,000,000 PLUS (C) for the period from December 1, 1998
            through November 30, 1999, $1,000,000, where EBITDA and Funded Debt
            shall be determined for the twelve month period then ended, less
            than or equal to the ratio set forth opposite such Fiscal Quarter:

          (I) if an Acceptable Haleko Credit Funding has not occurred:

                  FISCAL QUARTER                                  RATIO

      Fiscal Quarter ending November 30, 1998               4.20 to 1.00
      Fiscal Quarter ending February 28, 1999               4.10 to 1.00
      Fiscal Quarter ending May 31, 1999                    3.90 to 1.00
      Fiscal Quarter ending August 31, 1999                 3.60 to 1.00
      Fiscal Quarter ending November 30, 1999               3.00 to 1.00
      Fiscal Quarter ending February 29, 2000               2.80 to 1.00
          and each Fiscal Quarter thereafter; or

            (II) if an Acceptable Haleko Credit Funding has occurred:

                  FISCAL QUARTER                                  RATIO

      Fiscal Quarter ending November 30, 1998               4.50 to 1.00
      Fiscal Quarter ending February 28, 1999               4.30 to 1.00
      Fiscal Quarter ending May 31, 1999                    4.20 to 1.00
      Fiscal Quarter ending August 31, 1999                 3.75 to 1.00
      Fiscal Quarter ending November 30, 1999               3.10 to 1.00
      Fiscal Quarter ending February 29, 2000               2.80 to 1.00
           and each Fiscal Quarter thereafter."

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      2.    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 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 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.

      3. CONDITIONS PRECEDENT. This Agreement shall become effective on the date
first set forth above (the "EFFECTIVE DATE"), PROVIDED that each of the
following items shall have been received by Agent or satisfied (in the case of
paragraphs (b) and (c) below), all in form and substance satisfactory to Agent:

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

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

            (c) WARRANTIES AND REPRESENTATIONS. The warranties and
      representations of each Obligor contained in this Agreement shall be true
      and correct as of the Effective Date.

            (d) FEES, COSTS AND EXPENSES. Agent shall have received (at Agent's
      option, by payment or as a charge against the Revolving Loan) (i) for the
      ratable benefit of the Lenders signatory to this Agreement, a commitment
      fee of $325,000, which fee shall be fully earned on the effective date
      hereof and shall be non-refundable when paid, and (ii) all other fees,
      costs and expenses, including reasonable attorneys' fees, due pursuant to
      the Loan Documents, including as incurred by Agent in connection herewith.


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      4. 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.

      5.    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.

            (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 the fees, costs and expenses set
      forth in SECTION 3(D) hereof and all other 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 connection with the

                                    - 10 -
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      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 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.

            (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]


                                    - 11 -
<PAGE>
      IN WITNESS WHEREOF, this Fifth 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:_____________________________