FOURTH AMENDMENT TO WARRANT

 Exhibit 10.2

                           FOURTH AMENDMENT TO WARRANT

         This  FOURTH  AMENDMENT  TO  WARRANT  dated as of July 17,  1997  (this
"Amendment")  is by and between  BAGCRAFT  CORPORATION  OF  AMERICA,  a Delaware
corporation   ("Company"),   and  GENERAL  ELECTRIC  CAPITAL   CORPORATION  ("GE
Capital"), a New York corporation.

                                R E C I T A L S:

         WHEREAS, GE Capital is the holder of Warrant No. 2 issued by Company on
December  30,  1996 (as from time to time  amended,  restated,  supplemented  or
otherwise modified, the "Warrant");

         WHEREAS,  GE Capital and Company wish to amend the Warrant as set forth
herein;
and

         NOW THEREFORE,  for and in  consideration of the terms set forth herein
and in the premises, the parties hereto agree as follows:

         1. Definitions. Except as otherwise set forth herein, all defined terms
herein shall have the respective  meanings  ascribed  thereto in the Warrant and
the Loan Agreement.

         2. Amendment to Warrant. The Warrant is hereby amended as follows:

                  (a) The text ", subject to adjustment  as provided  herein" is
         inserted  immediately  after the text "No.  of Shares of Common  Stock:
         709.77" contained on the cover page and on page one of the Warrant.

                  (b) The following  text is inserted as the final  paragraph of
         the preamble contained on page one of the Warrant:

                  "Notwithstanding  anything to the contrary contained herein or
                  in any other Loan Document, if Term Loan C is not indefeasibly
                  paid in full in cash on or prior to January 1, 1998 solely (a)
                  pursuant to a repayment of the Second ARTRA Note in accordance
                  with the terms  thereof  with funds  other than those  derived
                  directly  or  indirectly  from the  Company or any  Subsidiary
                  thereof  and/or (b) with funds  derived  from the  issuance of
                  common  equity  of the  Company  to the  extent  permitted  in
                  accordance  with the terms of the Loan  Agreement  (whether or
                  not the Loan  Agreement  shall  then be in  effect),  then the
                  number of Shares of Common Stock of the Company initially (and
                  subject to further adjustment as provided herein)  represented
                  by this Warrant  shall be  increased  to (i) 933.83  Shares of
                  Common  Stock as of  February 1, 1998 and  continuing  through
                  April 31, 1998,  (ii) 1168.16 Shares of Common Stock as of May
                  1, 1998 and continuing through July 31, 1998 and (iii) 1413.27
                  Shares of Common  Stock as of and  continuing  after August 1,
                  1998."

                  (c) The text ", the Second ARTRA Note" is inserted immediately
         after the text "the ARTRA Note" appearing in the final paragraph of the
         definition  of "Current  Market  Value"  contained  in Section 1 of the
         Warrant.

                  (d) The following  text is inserted as the final  paragraph of
         Section 1 of the Warrant:

                  "Except as otherwise set forth herein,  all capitalized  terms
                  used but not defined herein shall have the respective meanings
                  ascribed thereto in the Loan Agreement,  regardless of whether
                  the  Loan   Agreement   shall  be  in   effect.   Furthermore,
                  notwithstanding  the  termination  of any other Loan  Document
                  prior to the termination of this Warrant, for purposes of each
                  reference herein to any such Loan Document or term used herein
                  but defined  therein,  such reference shall be given effect to
                  as if such  Loan  Document  shall  then be in full  force  and
                  effect."

                  (e) The  reference to "July 31, 1998"  contained in subsection
         14.1(b) of the Warrant is replaced with a reference to "July 15, 2000".

                  (f) Each reference to "July 31, 1998"  contained in subsection
         14.3 of the Warrant is replaced with a reference to "July 15, 2000".

         3.       Miscellaneous.  Upon the effectiveness of this Amendment:

                  (a) as amended  hereby,  the Warrant remains in full force and
         effect and is hereby ratified and confirmed;

                  (b) the  terms of this  Amendment  shall be  binding  upon and
         inure to the benefit of the  successors  of Company and the  successors
         and assigns of GE Capital and any Subsequent Holder;

                  (c) this  Amendment  shall be governed by the internal laws of
         the State of Illinois  without regard to conflicts of laws  provisions;
         and

                  (d) this Amendment may be executed in counterparts  which when
         taken together shall be considered one and the same document.

                            [signature page follows]

         WHEREAS,  each of the undersigned  has caused this Fourth  Amendment to
Warrant  to be  executed  by its duly  authorized  officer  as of the date first
written above.

                                   BAGCRAFT CORPORATION OF AMERICA

                                   By: ___________________________________

                                   Title: ________________________________ 

                                   GENERAL ELECTRIC CAPITAL CORPORATION

                                   By: ___________________________________

                                   Title:  Duly Authorized Signatory 

Basic Info X:

Name: FOURTH AMENDMENT TO WARRANT
Type: Fourth Amendment to Warrant
Date: Aug. 15, 1997
Company: ARTRA GROUP INC
State: Pennsylvania

Other info:

Date:

  • July 17 , 1997
  • December 30 , 1996
  • January 1 , 1998
  • February 1 , 1998
  • April 31 , 1998
  • May 1 , 1998
  • August 1 , 1998
  • July 31 , 1998
  • July 15 , 2000

Organization:

  • the State of Illinois

Location:

  • Delaware
  • New York
  • AMERICA