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                                                                    EXHIBIT 10.5


                     THIRD AMENDMENT TO CONSULTING AGREEMENT

         THIS THIRD AMENDMENT TO CONSULTING AGREEMENT (this "AMENDMENT") is
made this 1st day of December, 1998, by and among ATLANTIC PREMIUM BRANDS, LTD.,
a Delaware corporation (the "COMPANY"), STERLING ADVISORS, L.P., a Delaware
limited partnership ("STERLING") and ELFMAN VENTURE PARTNERS, INC., an Illinois
corporation ("EVP"). Sterling and EVP are hereinafter referred to together as
the "MANAGERS".

         WHEREAS, effective as of March 15, 1996, the Company and the Managers
entered into a Consulting Agreement, amended as of October 16, 1996 and as of
July 1, 1997 (as amended, the "AGREEMENT") which provided for the Managers
rendering consulting services to the Company in consideration for payment of
fees and other consideration therefore, all on terms more specifically
enumerated in the Agreement; and

         WHEREAS, capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement; and

         WHEREAS, the Company and the Managers have agreed to amend the
Agreement as set forth herein, all according to the terms and conditions set
forth herein.

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

         1. Amendment. The parties acknowledge that the Managers have and will
spend substantial amounts of time in assisting the Company in the disposition of
certain assets of the Company's Beverage Division. In consideration of such
efforts, upon the consummation of such disposition, there shall be due and owing
from the Company to the Managers an aggregate of $260,000.00. Such amounts shall
be paid in lieu of all other fees payable under the Agreement (which will not
include reimbursement of expenses) which would otherwise be due and payable
during the time period beginning January 1, 1999 through and including July 15,
1999.

         2. Continued Effectiveness of Agreement. Except as expressly amended
hereby, the Agreement shall continue in full force and effect.








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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first written above.

STERLING ADVISORS, L.P.
  By Sterling Group, Inc.




By /s/ Steven M. Taslitz
   ---------------------------------------
   Steven M. Taslitz, President

ELFMAN VENTURE PARTNERS, INC.




By /s/ Merrick M. Elfman
   ---------------------------------------
   Merrick M. Elfman, President

ATLANTIC PREMIUM BRANDS, LTD.




By /s/ Alan F. Sussna 
   ---------------------------------------
   Alan F. Sussna, Chief Executive Officer


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