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                       FIRST AMENDMENT TO CREDIT AGREEMENT

            This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of August 27, 1997, is among AMERICAN NUTRITION BARS, INC., GREAT
AMERICAN FOODS, INC., SCHIFF PRODUCTS, INC., WEIDER NUTRITION GROUP, INC.
(collectively, "Borrowers"), WEIDER NUTRITION INTERNATIONAL, INC., WNG HOLDINGS
(INTERNATIONAL) LTD. (with Borrowers, collectively, "Obligors" and individually,
each an "Obligor"), the Lenders from time to time signatory to the Credit
Agreement and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent for Lenders.

                                    RECITALS

            A. Obligors, Agent and Lenders are parties to that certain Third
Amended and Restated Credit Agreement dated as of May 6, 1997 (as from time to
time amended, restated, supplemented or otherwise modified and in effect, the
"Credit Agreement"), pursuant to which Lenders have made and may hereafter make
loans and advances and other extensions of credit to Borrowers.

            B. Obligors desire, and Agent and Lender are willing, to amend
certain provisions of the Credit Agreement, all on the terms and conditions set
forth in this Amendment.

            C. This Amendment shall constitute a Loan Document and these
Recitals shall be construed as part of this Amendment; capitalized terms used
herein without definition are so used as defined in Schedule A to the Credit
Agreement.

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

            1. AMENDMENT. The Credit Agreement is hereby amended as follows:

            (a) The pricing grid contained in subsection 1.5(a) of the Credit
      Agreement is replaced with the following pricing grid:


                   "FUNDED DEBT TO             REVOLVING CREDIT LOAN
                    EBITDA RATIO           LIBOR MARGIN       INDEX MARGIN
                  ----------------        --------------     --------------
                      > 3.0                    2.2               0.75
                   > 2.5 but <3.0              2.0               0.50
                   -
                   > 2.0 but <2.5              1.75              0.25
                   -
                   > 1.5 but <2.0              1.25              0.00
                   -
                      < 1.5                    1.00              0.00"




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 2.0               0.375
                                    -
                                    < 2.0               0.250

                  The effective Non-Use Fee Margin will be based on a Funded
                  Debt to EBITDA ratio calculated in accordance with paragraph
                  (e) of ANNEX G and shall be determined and adjusted in a
                  manner identical to that in which the effective Margin with
                  respect to the Revolving Credit Loan is determined and
                  adjusted pursuant to SECTION 1.5 of the Agreement."

            (c) Each reference to "11:00 a.m." contained in subsection 1.1(a) of
      the Credit Agreement is replaced with a reference to "12:30 p.m."

            (d) Each reference to "11:00 a.m." (or "A.M.", as the case may be)
      contained in subsection 1.5(e) of the Credit Agreement is replaced with a
      reference to "12:30 p.m."

            (e) The reference to "12:30 p.m." contained in subsection 9.9(a) of
      the Credit Agreement is replaced with a reference to "1:00 p.m."


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