EXHIBIT 10.6

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

THIS
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ("Agreement") dated as of October 1, 2002 (the
"Effective Date") is entered by and between Bruce J. Wood, 3983 East Alta Approach Road, Sandy, Utah 84092
("Executive"), and Weider Nutrition Group, Inc., a Utah corporation (the "Company").

WITNESSETH:

WHEREAS,
Executive is a senior executive of the Company and has made and is expected to continue to make major contributions to the short and long term profitability, growth and
financial strength of the Company;

WHEREAS,
the Company has entered into the Change in Control Agreement with Executive dated as of January 26, 2001, (the "Change in Control Agreement") in order to provide for both
present and future continuity of management and to assure itself that Executive is not practically disabled from discharging his duties in respect of a proposed or actual transaction involving a
Change in Control;

WHEREAS,
in the event of a Change in Control, the Change in Control Agreement provides for a Retention Bonus based on formula relating to the Transaction Value and the Transaction Target
Percentage (as defined);

WHEREAS,
the Company adopted a long term compensation program pursuant to which the Company will pay Executive a bonus if certain debt reduction and working capital targets are met as of
May 31, 2003 (the "Long Term Bonus Plan");

WHEREAS,
the Company has (i) granted Executive certain shares of restricted stock pursuant to the Restricted Stock Agreement dated August 16, 2002, (the "Restricted Stock
Grant") and (ii) permitted Executive to participate in the Company's Offer to Exchange Certain Outstanding Options dated September 12, 2002 ("Option Exchange Program"); and

WHEREAS,
in consideration of the Long Term Bonus Plan, the Restricted Stock Grant and the Option Exchange Program, the Company and Executive now desire to amend and restate the Change in
Control Agreement, including, among other matters, to continue and clarify Executive's rights to Severance Payments and certain tax gross-up payments and to delete any requirement for the
payment of a Retention Bonus.

AGREEMENT

NOW,
THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:

1.Certain Defined Terms.In addition to terms defined elsewhere herein, the following terms have the following
meanings when used in this Agreement with initial capital letters:



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2.Term of Agreement.This Agreement shall be effective with respect to any Change in Control that is both
(i) subject to a definitive written purchase, sale, merger or similar agreement entered into during the period beginning on the Effective Date and ending on September 30, 2005 and
(ii) consummated on or prior to the expiration of six months following September 30, 2005.

3.Severance Payment.In addition to any severance payments Executive may be entitled to receive under the
Employment Agreement, in the event Executive's employment with the Company is terminated "in connection with a Change in Control" pursuant to Section 5.2 or 5.3 of the Employment Agreement
during the period beginning on the Closing Date, the Company shall pay to Executive an amount equal to his Base Salary (as defined in the Employment Agreement). Such amount shall be payable to
Executive in 12 equal monthly installments, beginning on the month following the last month Executive receives any payments under Section 6 of the Employment Agreement.

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4.Parachute Payments.



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5.Successors and Binding Agreement.



6.Notices.For all purposes of this Agreement, all communications, including without limitation notices,
consents, requests or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three
business days after having been sent by a nationally recognized overnight courier service such as FedEx, UPS, or DHL, addressed to the Company (to the attention of the Secretary of the Company) at its
principal

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executive
office and to Executive at his principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of
changes of address shall be effective only upon receipt.

7.Validity.If any provision of this Agreement or the application of any provision hereof to any person or
circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances will not be affected, and
the provision so held to be invalid, unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal.

8.Governing Law; Jurisdiction.The laws of the state of Utah shall govern the interpretation, validity and
performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. Any suit, action or proceeding against Executive, with respect to this
Agreement, or any judgment entered by any court in respect of any of such, may be brought in any court of competent jurisdiction in the State of Utah, and Executive hereby submits to the jurisdiction
of such courts for the purpose of any such suit, action, proceeding or judgment.

9.Confidentiality.Executive agrees that, without the prior written consent of the Chairman of the Board of
Directors of the Company or except as required by law, Executive will not disclose to any person the existence or contents of this Agreement or that discussions or negotiations are taking place
concerning a possible merger, sale or similar transaction between the Company and a third party or any of the terms, conditions or other facts with respect to any such possible transaction, including
the status thereof.

10.Miscellaneous.No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any
condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements of the parties with respect to such subject matter.
No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
References to Sections are to references to Sections of this Agreement.

11.Counterparts.This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same agreement.

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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

| |  | WEIDER NUTRITION GROUP, INC.
| |  | ----------------------------
| |  | By:                         

| |  | Title:        | 
| |  | ------------- | 
| |  | EXECUTIVE    
| |  | Bruce J. Wood

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