Exhibit 10.1.1

                          AMENDMENT TO CREDIT AGREEMENT

         AMENDMENT dated as of February 8, 1999 (this "Amendment"), to the
Amended and Restated Credit Agreement, dated as of May 1, 1998 (as amended,
modified or supplemented from time to time in accordance with its terms, the
"Credit Agreement"), by and among Millbrook Distribution Services Inc., a
Delaware corporation ("Millbrook"), The B. Manischewitz Company, LLC, a Delaware
limited liability company ("Manischewitz" and, together with Millbrook, the
"Borrowers"), the lenders (the "Lenders") named in Schedules 2.01(a) and 2.01(b)
to the Credit Agreement (as hereinafter defined), The Chase Manhattan Bank, as
administrative and collateral agent (in such capacity, the "Agent") for the
Lenders, and NationsBank, N.A., as co-agent and documentation agent.

         WHEREAS, the parties hereto have agreed to amend Section 7.09(b) of the
Credit Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
legal adequacy of which is hereby acknowledged, the parties hereto agree as
follows:

                  1. Defined Terms. Unless otherwise specifically defined
herein, all capitalized terms used herein shall have the respective meanings
ascribed to such terms in the Credit Agreement.

                  2. Amendment to Credit Agreement. Subject to the conditions as
to effectiveness set forth in Paragraph 4 of this Amendment, Section 7.09(b) of
the Credit Agreement is hereby amended, effective as of December 31, 1998, by
deleting the amount "$7,000,000" appearing opposite the phrase "Three quarter
period ending December 31, 1998" and substituting therefor the amount
"$5,750,000". The amendment to Section 7.09(b) of the Credit Agreement set forth
in this Section 2 shall be effective as of December 31, 1998.

                  3. Representations and Warranties. The Borrowers hereby
represent and warrant as of the date hereof as follows (which representations
and warranties shall survive the execution and delivery of this Amendment):

                           (a) All representations and warranties made by the
Borrowers in Article IV of the Credit Agreement and each of the other Loan
Documents are true and correct in all material respects as of the date hereof
with the same force and effect as if made on such date (except to the extent
that any such representation or warranty relates expressly to an earlier date).

                           (b) Each of the Borrowers has the requisite power to
execute, deliver and carry out the terms and provisions of this Amendment.


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                           (c) This Amendment has been duly executed and
delivered by each of the Borrowers and constitutes the legal, valid and binding
obligation of the Borrowers, and is enforceable in accordance with its terms
subject (i) as to enforcement of remedies, to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the enforcement of
creditors' rights generally, from time to time in effect, and (ii) to general
principles of equity.

                           (d) No event has occurred and is continuing which
constitutes or would constitute a Default or an Event of Default under the
Credit Agreement.

                  4. Conditions Precedent. Notwithstanding any term or provision
of this Amendment to the contrary, Paragraph 2 hereof shall not become effective
until the Agent shall have received counterparts of this Amendment, duly
executed and delivered on behalf of the Borrowers, the Agent and the Required
Lenders.

                  5. Fees and Expenses of Agent. The Borrowers agree to pay all
reasonable out-of-pocket fees and expenses incurred by the Agent in connection
with this Amendment, including, without limitation, reasonable fees and
out-of-pocket expenses of counsel to the Agent.

                  6. References to Credit Agreements. The term "Agreement",
"hereof", "herein" and similar terms as used in the Credit Agreement, and
references in the other Loan Documents to the Credit Agreement, shall mean and
refer to, from and after the effective date of the amendment contained herein as
determined in accordance with Paragraph 4 hereof, the Credit Agreement as
amended by this Amendment.

                  7. Continued Effectiveness. Nothing herein shall be deemed to
be a waiver of any covenant or agreement contained in, or any Default or Event
of Default under, the Credit Agreement, and each of the parties hereto agrees
that, as amended by this Amendment, all of the covenants and agreements and
other provisions contained in the Credit Agreement and the other Loan Documents
shall remain in full force and effect from and after the date of this Agreement.

                  8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute a single instrument. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.

                  9. Governing Law. This Amendment shall be construed in
accordance with and governed by the laws of the State of New York (other than
the conflicts of laws principles thereof).


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

                                  MILLBROOK DISTRIBUTION SERVICES INC.

                                  By: /s/ Steven M. Grossman
                                      ------------------------------------------
                                      Name:  Steven M. Grossman
                                      Title: Executive Vice President


                                  THE B. MANISCHEWITZ COMPANY, LLC

                                  By: Richard A. Bernstein, its managing member

                                  By: /s/ Richard A. Bernstein
                                      ------------------------------------------
                                       Richard A. Bernstein


                                  THE CHASE MANHATTAN BANK, as Agent and
                                  Lender

                                  By: /s/ Michael J. Miller
                                      ------------------------------------------
                                      Name:  Michael J. Miller
                                      Title: Vice President


                                  NATIONSBANK, N.A., as Lender and Co-Agent

                                  By: /s/ Thomas A. Buckelew
                                      ------------------------------------------
                                      Name:  Thomas A. Buckelew
                                      Title: Vice President



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                                  SANWA BUSINESS CREDIT CORPORATION, as
                                  Lender

                                  By: /s/ Peter L. Skavia
                                      ------------------------------------------
                                      Name:  Peter L. Skavia
                                      Title: Vice President


                                  FLEET NATIONAL BANK, as Lender

                                  By: /s/ Edward M. Powers
                                      ------------------------------------------
                                      Name:  Edward M. Powers
                                      Title: Vice President


                                  LASALLE BUSINESS CREDIT CORPORATION,
                                  as Lender

                                  By: /s/ Joseph Costanza
                                      ------------------------------------------
                                      Name:  Joseph Costanza
                                      Title: Senior Vice President


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