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                                                                   Exhibit 10.22

                  AMENDMENT NO.3 TO LOAN AND SECURITY AGREEMENT

            This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this
"Amendment") dated as of February 9, 2000 by and between Congress Financial
Corporation (Central) ("Lender") and Eagle Food Centers, Inc. ("Borrower").

                                    RECITALS:

            WHEREAS, Lender and Borrower are parties to that certain Loan and
Security Agreement dated as of May 25, 1995; as the same has been amended, (the
"Loan Agreement"; capitalized terms used and not defined herein shall have the
meanings assigned to them in the Loan Agreement as amended hereby);

            WHEREAS, the Borrower has requested that Lender consent to a third
amendment to the Loan agreement as more fully described herein; and

            WHEREAS, Lender has granted its consent to such amendment upon the
terms and conditions contained herein.

            NOW, THEREFORE, in consideration of the premises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Amendment. Immediately upon the satisfaction of each of the
conditions precedent set forth in Section 2 of this Amendment:

            1.1. Section 9.7 of the Loan Agreement is hereby amended by amending
and restating clause (iv)(x) set forth in the parenthetical in 9.7(b) to read in
its entirety as follows:

                  "(x) which relates solely to any store."

            1.2. Section 9.8 of the Loan Agreement is hereby amended by amending
and restating the dollar amount set forth in Section 9.8(e) to read
"$75,000,000."

            1.3. Section 9.13 of the Loan Agreement is amended by adding the
following at the end of the categories designated as "Period" and "Maximum
Amount":

            Borrower's fiscal year 2001         $75,000,000 or such greater
            and each fiscal year thereafter     amount as agreed to by Lender in
                                                writing prior to the the first
                                                day of such fiscal year"

            1.4. Section 12.1(a) of the Loan Agreement is amended by modifying
the date set forth in the first sentence thereof to read "April 15, 2002".

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Section 2. Conditions to Effectiveness of Amendment. This Amendment shall be
effective as of the date first above written and the following conditions
precedent shall have been satisfied at or prior to such date:

            2.1. Documents.

            (a) Amendment. The Lender shall have received a duly executed
counterpart of this Amendment from Borrower.

            (b) Participation Consents. Each Person which has acquired a
participation interest in any or all of Lender's rights under the Loan Agreement
shall have executed and delivered to Lender an Acknowledgment and Consent, in
form and substance satisfactory to Lender, with respect to the applicable
participation agreement.

            2.2. Certified Resolutions, etc. Lender shall have received a
certificate, in form and substance satisfactory to the Lender, of the secretary
or assistant secretary of the Borrower dated the effective date of this
Amendment (the "Effective Date'), certifying (i) the resolutions of its Board of
Directors approving and authorizing the execution, delivery and performance by
it of this Amendment and the continued effectiveness thereof, (ii) that there
have been no changes in its certificate of incorporation or by-laws since May
25, 1995, or if there have been changes in its certificate of incorporation or
by-laws since May 25, 1995, certifying its certificate of incorporation and/or
by-laws, as the case may be, as in effect on the Effective Date and (iii)
specimen signatures of its officers authorized to sign this Amendment.

            2.3. Consents, Licenses, Approval, etc. All consents, licenses and
approvals, if any, required in connection with the execution, delivery and
performance by the Borrower of this Amendment or the Loan Agreement, as amended
by this Amendment, or the validity or enforceability thereof, or in connection
with any of the transactions effected pursuant to this Amendment or the Loan
Agreement, as amended by this Amendment, shall be in full force and effect.

            2.4. No Injunction. No law or regulation shall have been adopted, no
order, judgment or decree of any governmental authority shall have been issued,
and no litigation shall be pending or threatened, which in the reasonable
judgment of Lender would enjoin, prohibit or restrain, or impose or result in
the imposition of any material adverse condition upon, the execution, delivery
or performance by the borrower of this Amendment or the Loan Agreement, as
amended by this Amendment.

            2.5. Fees. The Borrower shall have paid the Lender the fees set
forth in that certain letter agreement dated the date hereof between the
Borrower and the Lender.


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Section 3. Representations and Warranties. In order to induce Lender to enter
into this Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this Amendment, which representations and warranties shall
survive the execution and delivery of this Amendment that:

            3.1. No Default; etc. No Event of Default and no event or condition
which, merely with notice or the passage of time or both, would constitute an
Event of Default, has occurred and is continuing after giving effect to this
Amendment or would result from the execution or delivery of this Amendment or
the consummation of the transactions contemplated hereby.

            3.2. Corporate Power and Authority; Authorization. Borrower has the
corporate power and authority to execute and deliver this Amendment and to carry
out the terms and provisions of the Loan Agreement, as amended by this
Amendment, and the execution and delivery by Borrower of this Amendment and the
Loan Agreement, as amended by this Amendment, and the performance by the
Borrower of its obligations hereunder and thereunder have been duly authorized
by all requisite corporate action by Borrower.

            3.3. Execution and Delivery. Borrower has duly executed and
delivered this Amendment.

            3.4. Enforceability. This Amendment and the Loan Agreement, as
amended by this Amendment, constitute the legal, valid and binding obligations
of Borrower, enforceable against Borrower in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' right generally, and by general principles of equity.

            3.5. Representations and Warranties. All of the representations and
warranties contained in the Loan Agreement and in the other Financing Agreements
(other than those which speak expressly only as of a different date) are true
and correct as of the date hereof after giving effect to this Amendment and the
transactions contemplated hereby.


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Section 4. Miscellaneous.

      4.1. Effect; Ratification. The amendments set forth herein are effective
solely for the purposes set forth herein and shall be limited precisely as
written, and shall not be deemed to (i) be a consent to any amendment, waiver or
modification of any other term or condition of the Loan Agreement or of any
other Financing Agreement or (ii) prejudice any right or rights that Lender may
now have or may have in the future under or in connection with the Loan
Agreement or any other Financing Agreement. Each reference in the Loan Agreement
to "this Agreement", "herein", "hereof" and words of like import and each
reference in the other Financing Agreements to the "Loan Agreement" shall mean
the Loan Agreement as amended hereby. This Amendment shall be construed in
connection with and as part of the Loan Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Loan
Agreement and each other Financing Agreement, except as herein amended or
waived, are hereby ratified and confirmed and shall remain in full force and
effect.

      4.2. Counterparts. This Amendment may be executed in any number of
counterparts, each such counterpart constituting an original but all together
one and the same instrument.

      4.3. Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of Illinois.

                            [Signature page follows]


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            IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.

                                        CONGRESS FINANCIAL CORPORATION
                                        (CENTRAL)

                                        By: /s/ Steven Linderman
                                            ------------------------------------
                                            Name:  Steven Linderman
                                            Title  First Vice President


                                        EAGLE FOOD CENTERS, NC.

                                        By: /s/ Robert J. Kelly
                                           -------------------------------------
                                           Name: Robert J. Kelly
                                           Title Chairman


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