Exhibit
10.1


NINTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


This Ninth Amendment to Loan and Security Agreement
(this “Ninth Amendment”) made and entered into as of the  30th day of March, 2007, is by and among LASALLE BANK NATIONAL
ASSOCIATION, a national banking association (“LENDER”), having its principal place of business at 135
South LaSalle Street, Chicago, Illinois 60603-4105, and VITA FOOD PRODUCTS, INC., a Nevada corporation, with its
chief executive office located at 2222 West Lake Street, Chicago, Illinois
60612 (“Vita Food”), VIRGINIA
HONEY COMPANY, INC., a Virginia corporation, with its chief
executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia
Honey”), THE HALIFAX GROUP, INC.,
a Georgia corporation, with its chief executive office located at 2222 West
Lake Street, Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC., a Delaware corporation, with its
chief executive office located at 2222 West Lake Street, Chicago, Illinois
60612  (“Specialty Foods”) (Vita Food,
Virginia Honey, Halifax and Specialty Foods are individually a “Borrower” and
collectively the “Borrowers”).


W
I T N E S S E T H:


WHEREAS, prior
hereto, Lender provided certain loans, extensions of credit and other financial
accommodations (the “Financial Accommodations”) to Borrowers pursuant to (a)
that certain Loan and Security Agreement dated as of September 5, 2003, as
amended by that certain First Amendment to Loan and Security Agreement dated as
of November 5, 2004, that certain Second Amendment to Loan and Security
Agreement dated as of December 21, 2004, that certain Third Amendment to Loan
and Security Agreement dated as of January 31, 2005, that certain Fourth
Amendment to Loan and Security Agreement dated as of April 4, 2005, that certain
Fifth Amendment to Loan and Security Agreement dated as of  June 30, 2005, that certain Sixth Amendment
to Loan and Security Agreement dated as of August 4, 2005, that certain Seventh
Amendment to Loan and Security Agreement dated as of August 30, 2005, and that
certain Eighth Amendment to Loan and Security Agreement dated as of March 24,
2006, each by and among Lender and Borrowers (collectively the “Loan Agreement”),
and (b) the other documents, agreements and instruments referenced in the Loan
Agreement or executed and delivered pursuant thereto;


WHEREAS, Borrowers
have requested, among other things, that Lender (i) extend the Revolving Loan
Termination Date, and (ii) modify certain financial covenants (collectively the
“Additional Financial Accommodations”); and


WHEREAS, Lender is
willing to provide the Additional Financial Accommodations, but solely on the
terms and subject to the provisions set forth in this Ninth Amendment and the
other agreements, documents and instruments referenced herein or executed and
delivered pursuant hereto.


NOW, THEREFORE, in
consideration of the foregoing, the mutual promises and understandings of the
parties hereto set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender and Borrowers
hereby agree as set forth in this Ninth Amendment.













I.              Definitions.


A.            Use
of Defined Terms.  Except as expressly set forth in this Ninth
Amendment, all terms which have an initial capital letter where not required by
the rules of grammar are used herein as defined in the Loan Agreement.


B.            Amended
Definitions.  Effective as
of the date of this Ninth Amendment, Section 1.1 of the Loan Agreement is
hereby amended by deleting the definitions of “Revolving Loan Termination Date”
and “Revolving Note” and substituting therefor the following, respectively:


“Revolving
Loan Termination Date”: shall mean April 1, 2008.


“Revolving Note”:
shall mean that certain Revolving Note dated as of March 30, 2007, executed and
delivered by Borrowers to Lender in a maximum aggregate principal amount not to
exceed $9,500,000.00, as amended, renewed, restated or replaced from time to
time.


II.            Amendments to Loan
Agreement.  Effective as
of the date of this Ninth Amendment, the Loan Agreement is hereby amended as
follows:


A.            Financial Covenants.  Section 9.4 of the Loan Agreement is hereby
amended by deleting Section 9.4 of the Loan Agreement in its entirety and
substituting therefor the following:


“9.4                Financial Covenants.  During the term of this Loan Agreement, and
thereafter for so long as there are any outstanding Liabilities owed to Lender,
Borrowers covenant that they shall:


(A)  [Reserved]


(B)   Cash Flow Coverage Ratio.  Not permit Borrowers’ Cash Flow Coverage
Ratio, calculated on a year to date basis, to be less than: (i) 1.10 to 1.00 as
of June 30, 2007, (ii) 1.15 to 1.00 as of September 30, 2007, or (iii) 1.20 to
1.00 as of December 31, 2007, as of the last day of any calendar quarter
thereafter.  The Cash Flow Coverage Ratio
will not be tested as of March 31, 2007.


(C)   Minimum EBITDA.  Borrowers shall maintain EBITDA of not less
than: (i) Four Hundred Twenty-Five Thousand and no/100 Dollars ($425,000.00)
for the three (3) month period ending March 31, 2007, (ii) One Million Two
Hundred Thousand and no/100 Dollars ($1,200,000.00) for the six (6) month
period ending June 30, 2007, (iii) One Million Nine Hundred Thousand and no/100
Dollars ($1,900,000.00) for the nine-month period ending  September 30, 2007, and (iv) Three Million
One Hundred Thousand and no/100 Dollars ($3,100,000.00) as of December 31, 2007
and as of the last day of each calendar quarter thereafter, calculated on a
trailing twelve (12) month basis.”


III.           Conditions
Precedent. Lender’s obligation to provide the Additional Financial
Accommodations to Borrowers is subject to the full and timely performance of
the following covenants prior to or contemporaneously with the execution of
this Ninth Amendment:



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A.            Borrowers executing and delivering,
or causing to be executed and delivered to Lender, the following documents,
each of which shall be in form and substance acceptable to Lender:


(i)                                     an
original Revolving Note of even date herewith executed by the Borrowers to
Lender;


(ii)                                  an
original Company General Certificate of even date herewith executed by the
Secretary of each Borrower to Lender; and


(iii)                             such
other agreements, documents and instruments as Lender may reasonably request;


B.            No Unmatured Event of Default or
Event of Default exists under the Loan Agreement, as amended by this Ninth
Amendment, or the Other Agreements;


C.            No claims, litigation, arbitration
proceedings or governmental proceedings not disclosed in writing to Lender
prior to the date of hereof shall be pending or known to be threatened against
Borrowers and no known material development not so disclosed shall have
occurred in any claims, litigation, arbitration proceedings or governmental
proceedings so disclosed which in the opinion of Lender is likely to materially
or adversely affect the financial position or business of any Borrower or the
capability of any Borrower to pay its obligations and liabilities to Lender;
and


D.            There shall have been no material or
adverse change in the business, financial condition or results of operations
since the date of each Borrower’s most recently delivered financial statements
to Lender.


IV.           Conflict.  If, and to the extent, the terms and
provisions of this Ninth Amendment contradict or conflict with the terms and
provisions of the Loan Agreement, the terms and provisions of this Ninth
Amendment shall govern and control; provided, however, to the extent the terms
and provisions of this Ninth Amendment do not contradict or conflict with the
terms and provisions of the Loan Agreement, the Loan Agreement, as amended by
this Ninth Amendment, shall remain in and have its intended full force and
effect, and Lender and Borrowers hereby affirm, confirm and ratify the same.


V.            Severability.
 Wherever possible, each provision of
this Ninth Amendment shall be interpreted in such manner as to be valid and
enforceable under applicable law, but if any provision of this Ninth Amendment
is held to be invalid or unenforceable by a court of competent jurisdiction,
such provision shall be severed herefrom and such invalidity or unenforceability
shall not affect any other provision of this Ninth Amendment, the balance of
which shall remain in and have its intended full force and effect.  Provided, however, if such provision may be
modified so as to be valid and enforceable as a matter of law, such provision
shall be deemed to be modified so as to be valid and enforceable to the maximum
extent permitted by law.


VI.           Reaffirmation.  Borrowers hereby reaffirm and remake all of
the representations, warranties, covenants, duties, obligations and liabilities
contained in the Loan Agreement, as amended hereby.



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VII.          Fees, Costs and Expenses.  Borrowers agree to pay, upon demand, all
fees, costs and expenses of Lender, including, but not limited to, reasonable
attorneys’ fees, in connection with the preparation, execution, delivery and
administration of this Ninth Amendment and the other agreements, documents and
instruments executed and delivered in connection herewith or pursuant hereto.


VIII.        Choice
of Law.  This Ninth
Amendment has been delivered and accepted in Chicago, Illinois, and shall be
governed by and construed in accordance with the laws of the State of Illinois,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law as to all matters, including matters of validity,
construction, effect, performance and remedies.


IX.           Counterpart.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


X.            Waiver
of Jury Trial.  BORROWERS
AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY.


[signature page follows]



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IN WITNESS
WHEREOF, Lender and Borrowers have caused this Ninth
Amendment to be executed and delivered by their duly authorized officers as of
the date first set forth above.


	
   LASALLE BANK NATIONAL ASSOCIATION,

  	
  VITA FOOD PRODUCTS, INC.,

  
	
  a national banking association

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mitchell Rasky

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
  Name:

  	
  Mitchell Rasky

  	
   

  	
  Name:

  	
  Clifford Bolen

  
	
  Title:

  	
  Senior Vice President

  	
   

  	
  Title:

  	
  President

  



 


	
  

  	
  VIRGINIA HONEY
  COMPANY, INC.,

  
	
   

  	
  a Virginia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Clifford Bolen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 


	
  

  	
  THE HALIFAX GROUP,
  INC.,

  
	
   

  	
  a Georgia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Clifford Bolen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 


	
  

  	
  VITA SPECIALTY
  FOODS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Clifford Bolen

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  



 



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