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                                                               EXHIBIT 10.1.2

                               THIRD AMENDMENT TO
                          LOAN AND SECURITY AGREEMENT

     THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
made as of November 5, 1997, by and between AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, SUCCESSOR IN INTEREST TO NBD BANK (the "Lender") and VITA
FOOD PRODUCTS, INC., a Nevada corporation (the "Borrower").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Borrower (by reason of merger) and Lender entered into a Loan
and Security Agreement dated as of March 20, 1995 (the "Agreement"); and

     WHEREAS, Borrower has requested certain modifications to the Agreement; and

     WHEREAS, Lender is willing to grant such modifications on the terms and
conditions contained herein;

     NOW, THEREFORE, in consideration of the mutual promises herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
is acknowledged by the parties hereto, it is hereby agreed as follows:

     1.  The recitals hereinabove contained shall form a part of this Amendment
and this Amendment shall be construed in the light thereof.  All capitalized
terms contained herein and not otherwise defined shall have the same meaning as
contained in the Agreement.

     2.  Section 10.2(X) is hereby deleted and in lieu thereof is inserted the
following:

                      Permit Tangible Net Worth to be less than (i) as of each
                      December 31 hereafter $2,233,131, (ii) as of each March
                      31 hereafter, $1,833,131, (iii) as of June 30 hereafter,
                      $1,433,131, and (iv) as of September 30 hereafter,
                      $1,533,131.

     3.  Borrower agrees to execute such additional documents, including
financing statements, as may be necessary to effectuate the purpose of this
agreement.


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     4.  Borrower shall pay to Lender the reasonable legal fees and expenses
of counsel incurred in connection with the preparation of this Amendment and
related documentation.

     5.  Borrower expressly acknowledges and agrees that all collateral,
security interests, liens, pledges, and mortgages heretofore, under this
Amendment, or hereafter granted to Lender, including, without limitation, such
collateral, security interests, liens, pledges and mortgages granted under the
Agreement, and all other supplements to the Agreement, extend to and cover all
of the obligations of Borrower to Lender, now existing or hereafter arising
including, without limitation, those arising in connection with the Agreement,
as amended by this Amendment, upon the terms set forth in such agreements, all
of which security interests, liens, pledges, and mortgages are hereby ratified,
reaffirmed, confirmed and approved.

     6.  Borrower represents and warrants to Lender that (i) it has all
necessary power and authority to execute and deliver this Amendment and perform
its obligations hereunder, (ii) this Amendment and the Agreement, as amended
hereby, constitute the legal, valid and binding obligations of Borrower and are
enforceable against Borrower in accordance with their terms, and (iii) all
representations and warranties of Borrower contained in the Agreement, as
amended, and all other agreements, instruments and other writings relating
thereto, are true, correct and complete as of the date hereof.

     7.  The parties hereto acknowledge and agree that the terms and provisions
of this Amendment amend, add to and constitute a part of the Agreement.  Except
as expressly modified and amended by the terms of this Amendment, all of the
other terms and conditions of the Agreement and all documents executed in
connection therewith or referred to or incorporated therein remain in full
force and effect and are hereby ratified, reaffirmed, confirmed and approved.

     8.  If there is an express conflict between the terms of this Amendment and
the terms of the Agreement, or any of the other agreements or documents
executed in connection therewith or referred to or incorporated therein, the
terms of this Amendment shall govern and control.

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        9.  This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original.

        10.  This Amendment was executed and delivered in Skokie, Illinois and
shall be governed by and construed in accordance with the internal laws (as
opposed to conflicts of law provisions) of the State of Illinois.

     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year specified at the beginning hereof.

ATTEST:                                      VITA FOOD PRODUCTS, INC.,
                                             a Nevada corporation

                                             By:  /s/ Stephen D. Rubin
-----------------                               -----------------------------
Secretary                                    Title:  President
                                                   --------------------------

                                             AMERICAN NATIONAL BANK AND
                                             TRUST COMPANY OF CHICAGO,
                                             successor in interest to
                                             NBD BANK


                                             By:  /s/ Martin V. Rarick
                                                -----------------------------
                                             Title:  Assistant Vice President
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