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                                                                  Exhibit 10.1.4

                 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
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     This Fifth Amendment to Loan and Security Agreement, dated as of June 4,
1998, (this "Fifth 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, extended, modified
or supplemented 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. (a) Section 2.1 of the Credit Agreement is amended by deleting the
number "$5,250,000" on the twelfth line thereof and inserting in its place the
number "$4,750,000."

        (b) Section 2.3 of the Credit Agreement is amended by deleting the 
number "$5,250,000" contained on the fourth line thereof and inserting in its
place the number "$4,750,000."

        (c) Section 10 of the Credit Agreement is amended by adding the
following covenant as Section 10.6 thereof;

"Year 2000 Compliance   The Borrower will take all action reasonably necessary
     to assure that the "Year 2000 Problem" (defined as the risk that computer
     applications or embedded systems used by the Borrower or its customers may
     be unable to recognize and perform properly date-sensitive functions
     involving certain dates prior to and any date after December 31, 1999) will
     not have a material adverse effect on the business, operations or financial
     condition of the Borrower. The Borrower has reviewed the areas within its
     business and operations that could be adversely affected by, and has
     developed and is implementing a plan to address on a timely basis, the Year
     2000 Problem. Upon the Bank's request, the Borrower will provide the Bank
     with a description of its plan to address the Year 2000 Problem, including
     updates and progress reports. The Borrower will promptly advise the Bank,
     in writing, of any material adverse effect on its business, operations or
     financial condition which has occurred or is reasonably anticipated to
     occur arising from the Year 2000 Problem and its impact on the Borrower or
     its customers."

        (d) Exhibit L of the Credit Agreement is amended and restated in its
entirely by

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the Amended and Restated Revolving Note appearing as Schedule 1 hereto and all
references to the Revolving Note contained in the Credit Agreement shall mean
and be references to said Amended and Restated Revolving Note.

     2. Borrower agrees that it shall further execute and deliver to the Bank a
replacement Revolving Note in the form of Schedule 1 hereto together with
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 Fifth Amendment.

     3. Borrower represents and warrants that:

     (a) The execution, delivery and performance of this Fifth Amendment and
the replacement Revolving Note 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 Article 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 Fifth Amendment. The Credit
Agreement, as amended by this Fifth Amendment, and the replacement Revolving
Note are each valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their 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.

     (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 Fifth Amendment shall be governed by and construed in accordance
with the laws of the State of Illinois without reference to conflict of laws
principles.

     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 Fifth Amendment shall have the
respective meanings set forth in the Credit Agreement.

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Witness the due execution hereof as of this 4 day of June, 1998, which shall be
the effective date of this Fifth Amendment, notwithstanding the day and year
first above written.


American National Bank                     Vita Food Products, Inc.
and Trust Company of Chicago


By:                                        By:
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 Its: Loan Officer                          Its: Vice President & CFO
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