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                                                                EXHIBIT 10.1.3


                FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT


     This Fourth Amendment to Loan and Security Agreement, dated as of
_________ __, 1998, (this "Fourth Amendment") by and between Vita Food
Products, Inc., a Nevada corporation, (herein the "Borrower"), and American
National Bank and Trust Company of Chicago, a national banking association, and
successor to NBD Bank (the "Bank");

                                   WITNESSETH

     WHEREAS, the Borrower and the Bank have heretofore entered into a Loan and
Security Agreement dated as of March 20, 1995 (as amended from time to time the
"Credit Agreement"), pursuant to which the Bank has agreed to consider making
certain loans to the Borrower pursuant to the terms and on the conditions set
forth therein;

     WHEREAS, the Borrower and the Bank mutually desire to further amend the
Credit Agreement to revise certain provisions thereof;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:

     1.  Section 1.64 of the Credit Agremeent is amended by deleting the date
"April 30, 1998" and inserting in place thereof the date "April 30, 1999".

     2.  Borrower agrees that it shall further execute and deliver to the Bank
any additional or further documents, including without limitation, any amended
or replacement notes, necessary to further effectuate the intent and purpose
of the Credit Agreement and this Fourth Amendment.

     3.  Borrower represents and warrants that:

     (a)  The execution, delivery and performance of this Fourth Amendment by
the Borrower is within its corporate powers, has been duly authorized, and is
not in contravention of any law, rule or regulation, or any judgment, decree,
writ, injunction, or order or award of an arbitrator, court or governmental
authority, or of the terms of its Articles of Incorporation or By-Laws or of
any contract to which it or its property may be bound or affected.

     (b)  The Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, and is duly qualified
to do business, and is in good standing, in all additional jurisdictions where
such qualification is necessary under applicable law. Borrower has all
requisite corporate power to execute and deliver this Fourth Amendment. This
Fourth Amendment is a valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.

     (c)  The most recent financial statements delivered to the Bank in
accordance with the Credit Agreement are complete and accurate in all material
respects and present fairly the financial condition of the Borrower as of such
date and the results of its operations for the periods covered thereby, in
accordance with generally accepted accounting principles.  There has been no
material adverse change in the condition of the Borrower, financial or
otherwise, since the date of such statements.

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     (d)  After giving effect to the amendments contained herein, the
representations and warranties contained in the Credit Agreement are true on
and as of the date hereof with the same force and effect as if made on and as
of the date hereof.

     4.  This Fourth Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois.

     5.  Except as specifically amended hereby, the Credit Agreement, and any
and all certificates, instruments and other documents executed pursuant
thereto shall in all respects continue in full force and effect.  Except as
otherwise expressly defined herein, all terms used in this Fourth Amendment
shall have the respective meanings set forth in the Credit Agreement.

     Witness the due execution hereof  as of this __ day of ______________,
1998, which shall be the effective date of this Fourth Amendment,
notwithstanding the day and year first above written.



<TABLE>
         <S>                              <C>
         American National Bank           Vita Food Products, Inc.
         and Trust Company Of Chicago



         By:________________________      By:________________________

          Its:__________________________    Its:_______________________
</TABLE>



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