**Exhibit 10.4.2**

 

**AMENDMENTTWO**

**TO**

**EMPLOYMENTAGREEMENT**

 

This Amendment Two to the EmploymentAgreement (“**Second Amendment**”) is made as ofthe 4th day of November, 2004 between VITA FOOD PRODUCTS, INC., a Nevadacorporation (the “**Company**”) andSTEVEN D. RUBIN (the “**Employee**”).

 

**RECITALS**

 

1.                                       TheCompany and Employee entered into an Employment Agreement on January 16,1997 (“**Employment Agreement**”) whereby theCompany hired the Employee to serve as an executive and operating officer ofthe Company.

 

2.                                       TheCompany and Employee amended the Employment Agreement in 1999 extending theterm of the Employment Agreement and providing for annual renewals afterexpiration of the initial term of the Employment Agreement.

 

3.                                       TheCompany and Employee desire to amend the Employment Agreement further extendingthe term of the Employment Agreement.

 

**CLAUSES**

 

NOW, THEREFORE, for and in consideration ofthe above premises and mutual agreements hereinafter set forth, the Employeeand the Company agree as follows:

 

1.                                       **Capitalized Terms**.  Capitalized terms not otherwise defined hereinshall have the meanings as set forth in the Employment Agreement.

 

2.                                       **Term**.  Section 3 of the Employment Agreement ishereby deleted and replaced by the following new Section 3:

 

“3.                                 **TERM**.  The term hereofshall commence on the date of this Agreement and shall continue until December 31,2006 (the **“Initial Term”**).** **Thereafter, this Agreement shall be extendedfor an additional one-year term commencing on the day immediately following theexpiration of the Initial Term (the**“RenewalTerm”**); provided, however, that, if the Companydesires to terminate Employee’s employment under this Agreement at the end ofthe Initial Term, the Company may terminate the Employee’s employment by givingwritten notice of such decision to Employee at least ninety (90) days prior tothe expiration of the Initial Term.”

 

3.                                       **Ratification**.  In all other respects, the EmploymentAgreement, as amended by this First Amendment, is hereby ratified andconfirmed.

 

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IN WITNESS WHEREOF, Employee and the Companyhave executed and delivered this First Amendment as of the date first shownabove.

 

 
| EMPLOYEE:            | COMPANY:                  |
|----------------------|---------------------------|
|                 |                      |
| STEPHEN D.  RUBIN    | VITA FOOD  PRODUCTS, INC. |
|                 |                      |
|                 |                      |
| /s/ STEPHEN  D RUBIN |                      | By: |   |   |
|                 |                      |   |
|                 | Title:                    |   |   |
|                 |                      |
|                 |                      |   | Address: | 2222 West  Lake Street |
|                 |                      | Chicago,  Illinois 60612 |
|                 |                      |   |   |
|                      |                           |  |  |  |  |  |  |

 

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