EXHIBIT 10.10

                       THIRD AMENDMENT TO CREDIT AGREEMENT

         This Third Amendment to Credit Agreement is entered into as of January
8, 2001, by and between Spectrum Laboratories, Inc., a Delaware corporation
("Borrower") and City National Bank, a national banking association ("CNB").

                                    RECITALS

         A. Borrower and CNB are parties to that certain Credit Agreement dated
as of December 22, 1998, as amended by that certain First Amendment to Credit
Agreement dated as of July 14, 1999 and that certain Second Amendment to Credit
Agreement dated as of July I, 2000 (hereinafter the "Credit Agreement").

         B. Borrower and CNB desire to supplement and amend the Credit Agreement
as hereinafter set forth.

NOW, THEREFORE, the parties agree as follows:

1. DEFINITIONS. Capitalized terms used in this Amendment without definition
shall have the meanings set forth in the Credit Agreement.

2. AMENDMENTS. The Credit Agreement is amended as follows:

         2.1 The definitions of "Debt", "SLI Preferred Corp. Preferred Stock"
and "Total Senior Liabilities" in Section 1 are amended in their entirety to
provide as follows:

                  "DEBT" means, at any date, the aggregate amount of, without
         duplication, (a) all obligations of Borrower or any Subsidiary for
         borrowed money; (b) all obligations of Borrower or any Subsidiary
         evidenced by bonds, debentures, notes or other similar instruments; (c)
         all obligations of Borrower or any Subsidiary to pay the deferred
         purchase price of property or services; (d) all capitalized lease
         obligations of Borrower or any Subsidiary; (e) all obligations or
         liabilities of others secured by a lien on any asset of Borrower or any
         Subsidiary, whether or not such obligation or liability is assumed; (f)
         all obligations guaranteed by Borrower or any Subsidiary; (g) all
         obligations of Borrower or any Subsidiary, direct or indirect, for
         letters of credit; (h) the SLI Acquisition Corp. Preferred Stock (until
         it is no longer considered Debt as provided in the definition of such
         term), and (i) any other obligations or liabilities which are required
         by generally accepted accounting principles to be shown as debt on the
         balance sheet of Borrower or any Subsidiary.

                  "SLI PREFERRED CORP. PREFERRED STOCK" means the convertible
         preferred stock issued to former Cellco Incorporated shareholders by
         SLI Acquisition Corp. to complete the purchase transaction of Cellco
         Incorporated. The preferred stock is classified as a minority interest
         according to GAAP, howcver, it shall be included as a Debt of Borrower
         for the purposes of this Agreement until such date that either (i) it
         is converted to common stock of Borrower. as verified by and subject to
         evidence satisfactory to CNB, at which time it will be classified as
         common stock of Borrower, or (ii) the Put Option is exercised by the
         preferred shareholders, at which time it will continue to be classified
         as a Debt of Borrower for purposes of this Agreement. "Put Option"
         means the option held by holders of the SLI Acquisition Corp. preferred
         stock to sell their preferred stock to SLI Acquisition Corp. for a sum
         of $1,755,000 at any time from October 1, 2000 to September 30, 2001.

                  "TOTAL SENIOR LIABILITIES" means, as of any date of
         determination, the amount of all obligations that should be reflected
         as a liability on a consolidated balance sheet of Borrower and the
         Subsidiaries prepared in accordance with GAAP, plus the SLI Acquisition
         Corp. Preferred Stock (until it is no longer Debt as provided in the
         definition of such term), minus Subordinated Debt.


                                       1
<PAGE>

         2.2 The following new definitions are added to Section 1:

                  "QUICK ASSETS" means the sum of cash, plus cash equivalents,
         plus accounts receivable, plus securities classified as short-term
         marketable securities according to generally accepted accounting
         principles consistently applied, as such items appear on Borrower's
         consolidated balance sheet, determined in accordance with generally
         accepted accounting principles consistently applied.

                  "TREASURY RATE" means the yield to maturity two (2) Business
         Days prior to March 1, 2002 of the U.S. Treasury Bond or Note (as
         quoted in the Bloomberg Financial Markets, or if such source is not
         available or discontinued, then such other source or publication
         available to CNB which most nearly approximates the data reported
         therein) the due date of which is closest in time to (either on or
         immediately after) the maturity date of the Equipment Acquisition
         Loans.

         2.3 Section 2.3 is stricken and replaced with the following:

                  "2.3 OPTIONAL PREPAYMENTS. Borrower may prepay any Loans
         provided that on each prepayment, Borrower will pay the accrued
         interest on the prepaid principal, to the date of such prepayment, plus
         with respect to Term Loan A, any amounts due under CNB's Yield
         Maintenance Agreement, and with respect to any other Loans, any
         prepayment penalties set forth in the promissory notes evidencing such
         Loans. All prepayments will be applied to principal installments in the
         inverse order of their maturities."

         2.4 A new Section 2.8 is added to provide as follows:

                  "2.8 EQUIPMENT ACQUISITION LOANS. CNB agrees to make loans
         ("Equipment Acquisition Loans") to Borrower from time to time up to,
         but not including, December 1, 2001, up to the amount of Nine Hundred
         Thousand Dollars ($900,000.00) (the "Equipment Acquisition
         Commitment"), the proceeds of which will be used to pay up to one
         hundred percent (100%) of any of the following: (a) the purchase price
         of machinery and equipment, including sales taxes, but excluding
         delivery and set-up charges, (b) leasehold improvements at Borrower's
         place of business located at 18617 Broadwick Street, Rancho Dominguez,
         California 90220, and (c) the purchase price of certain patents owned
         Monsanto. The Equipment Acquisition Loans will be evidenced by a
         promissory note ("Multiple Disbursement Equipment Acquisition Note") in
         the form attached hereto as Exhibit "D."

                           2.8.1 INTEREST ON EQUIPMENT ACQUISITION LOANS. The
         Equipment Acquisition Loans will bear interest from disbursement until
         due (whether at stated maturity, by acceleration or otherwise) as
         follows:

                                    (a) INTEREST ONLY PERIOD: During the period
         from the date of disbursement of the initial Equipment Acquisition Loan
         up to but excluding March 1, 2002, at a fluctuating rate equal to the
         Prime Rate plus one-quarter of one percent (0.25%) per annum.

                                    (b) AMORTIZATION PERIOD. During the period
         from March 1, 2002 until payment in full, at a rate equal to, at the
         election of Borrower, either (i) a fixed rate equal to the Treasury
         Rate plus three and one-quarter percent (3.25%) per annum ("Fixed Rate
         Option"), or (ii) a fluctuating rate equal to the Prime Rate plus
         one-quarter of one percent (0.25%) per annum ("Prime Rate Option").
         Borrower shall notify CNB in writing no later than two (2) Business
         Days prior to March 1, 2002 of Borrower's election of the Fixed Rate
         Option or the Prime Rate Option, which election shall be irrevocable
         once made. If Borrower fails to notify

                                       2
<PAGE>

         CNB of such election, the Equipment Acquisition Loan shall bear
         interest at the Prime Rate Option.

                                    (c) PAYMENT OF INTEREST. Interest will be
         payable monthly in arrears on the first day of each month, for the
         previous month, starting on the first such date following disbursement
         and on the date the Equipment Acquisition Loans are paid in full.

                           2.8.3 PROCEDURE FOR EQUIPMENT ACQUISITION LOANS. Each
         Equipment Acquisition Loan shall be made against delivery by Borrower
         to CNB of (a) if the Equipment Acquisition Loan is for the purchase of
         equipment or machinery, an appropriate purchase invoice evidencing the
         purchase of items of machinery and/or equipment, (b) if the Equipment
         Acquisition Loan is to finance the leasehold improvements, a schedule
         of completed leasehold Improvements, (c) if the Equipment Acquisition
         is to finance the purchase of the patents from Monsanto, a copy of the
         purchase agreement between Borrower and Monsanto, which agreement shall
         be acceptable to CNB, (d) such further documents as will be requested
         by CNB to perfect a security interest of first priority in favor of CNB
         in the equipment, machinery and patents, as the case may be, being
         purchased, and (e) Borrower's payment to CNB of CNB's fees and costs
         incurred in perfecting CNB's security interest in the patents,
         including without limitation any attorney's fees incurred by CNB and
         any filing fees to be paid to the United States Patent and Trademark
         Office.

                           2.8.4 PAYMENT OF EQUIPMENT ACQUISITION LOANS. The
         outstanding principal amount of the Equipment Acquisition Loans as of
         March 1, 2002 will be repaid in forty-eight (48) substantially equal,
         successive monthly installments, payable on the first day of each month
         commencing April 1, 2002."

         2.5 Section 5.2 is stricken and replaced with the following:

                  "5.2 FINANCIAL STATEMENTS. Borrower will furnish to CNB on a
         continuing basis:

                           5.2.1 Within forty-five (45) days after the end of
         each quarterly accounting period of each fiscal year, a copy of the 10Q
         report filed by Borrower with the Securities and Exchange Commission
         ("SEC"), including therein a financial statement for Borrower and the
         Subsidiaries consisting of not less than a balance sheet, income
         statement, reconciliation of net worth and statement of cash flows,
         with notes thereto, prepared in accordance with GAAP, which financial
         statement may be internally prepared;

                           5.2.2 Within ninety (90) days after the end of each
         fiscal year, a copy of the 10K report filed by Borrower with the SEC,
         including therein a financial statement for Borrower and the
         Subsidiaries consisting of not less than a balance sheet, income
         statement, reconciliation of net worth and statement of cash flows,
         with notes thereto, audited by an independent certified public
         accountant acceptable to CNB, and certified by such accountant to have
         been prepared in accordance with GAAP, and accompanied by Borrower's
         certification as to whether any event has occurred which constitutes an
         Event of Default or Potential Event of Default, and if so, stating the
         facts with respect thereto;

                           5.2.3 Within forty-five (45) days after the end of
         each fiscal quarter, a listing and aging of all account receivable and
         accounts payable;

                           5.2.4 Within ten (10) days after filing, a copy of
         the Federal Income Return of Borrower and each Guarantor; and

                           5.2.5 Such additional information, reports and/or
         statements as CNB may, from time to time, reasonably request."


                                       3
<PAGE>

         2.6 Section 5.3 is stricken and replaced with the following:

                  "5.3 FINANCIAL STATEMENTS OF GUARANTOR. Not later than ninety
         (90) days after Borrower's fiscal year end of each year, Borrower will
         provide CNB with (a) the financial statement, in form and substance
         satisfactory to CNB, of each Guarantor, certified by such Guarantor to
         be trust and correct, and (b) brokerage and bank statements for Roy T.
         Eddleman showing all Liquid Assets.

         2.7 Section 5.10 is stricken and replaced with the following:

         "5.10 FINANCIAL TESTS. Borrower shall maintain:

                           5.10.1 Tangible Net Worth plus Subordinated Debt of
         not less than (a) $2,350,000.00 through December 30, 2001, and (b)
         $3,100,000.00 commencing December 31, 2001 and thereafter;

                           5.10.2 A ratio of Total Senior Liabilities to
         Tangible Net Worth plus Subordinated Debt of not more than (a) 2.5 to I
         through December 30, 2000, and (b) 2.0 to 1 commencing December 31,
         2001 and thereafter;

                           5.10.3 A ratio of Cash Flow from Operations to Debt
         Service to Debt Service of not less than 1.5 to 1 during the twelve
         months preceding the date of determination;

                           5.10.4 Net Income of not less than $400,000.00 for
         each fiscal year of Borrower; and

                           5.10.5 A ratio of Quick Assets to Current Liabilities
         of not less than (a) 0.75 to 1 through December 30, 2001, and (b) 1.0
         to 1 commencing December 31, 2001 and thereafter."

         2.8 Section 7.1.9 is deleted in its entirety.

3. EXISTING AGREEMENT. Except as expressly amended herein, the Credit Agreement
shall remain in full force and effect, and in all other respects is affirmed.

4. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
fulfillment of all of the following conditions to CNB's satisfaction:

         4.1 CNB shall have received this Amendment duly executed by Borrower;

         4.2 CNB shall have received a separate Continuing Guaranty executed by
each of the Guarantors, in form and substance and in an amount acceptable to
CNB; and

         4.3 All other documents and legal matters in connection with the
transactions described in the Credit Agreement will be satisfactory in form and
substance to CNB.

5. COUNTERPARTS. This Amendment may be executed in any number of counterparts,
and all such counterparts taken together shall be deemed to constitute one and
the same instrument.


                                     *****

                                       4
<PAGE>



6. GOVERNING LAW. This Amendment and the rights and obligations of the parties
hereto shall be construed in accordance with, and governed by the laws of the
State of California.

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

"Borrower"                             SPECTRUM LABORATORIES, INC., a
                                       Delaware corporation


                                       By: /s/ Roy T. Eddleman
                                           -------------------------------------
                                           Roy Eddleman, Chief Executive Officer


"CNB"                                  CITY NATIONAL BANK, a national
                                       banking association


                                       By /s/ Ronald Minekime
                                          --------------------------------------
                                          Ronald Minekime, Senior Vice President





                                       5

<PAGE>


                                                                       EXHIBIT D

                                                           MULTIPLE DISBURSEMENT
                                                      EQUIPMENT ACQUISITION NOTE

                                                                    636814/34348
$900,000.00                                   South Orange County CBC #21 Office
                                                              Irvine, California
                                                                 January 4, 2001

         FOR VALUE RECEIVED, the undersigned, SPECTRUM LABORATORIES, INC., a
Delaware corporation ("Borrower"), promises to pay to the order of City National
Bank, a national banking association ("CNB"), at its office in this city, in
lawful money of the United States of America and in immediately available funds,
the principal sum of Nine Hundred Thousand Dollars ($900,000.00), or so much
thereof as may be advanced and be outstanding, plus interest on the unpaid
principal balance, computed on the basis of a 360-day year, actual days elapsed,
at the rates, times and in accordance with the terms set forth in that certain
Credit Agreement between Borrower and CNB, dated as of December 22, 1998, as it
may be amended from time to time (the "Credit Agreement"). Capitalized terms not
defined herein shall have the meanings given them in the Credit Agreement.

         Advances hereunder, up to the total principal sum stated above, may be
made by CNB at the oral or written request of Borrower up to (but excluding)
December 1, 2001, in accordance with the terms of the Credit Agreement and
provided at the time of any advance no Event of Default or Potential Event of
Default exists under the terms and conditions of the Credit Agreement. Each
request for an advance hereunder shall be noted in the books and records of CNB.
Advances hereunder shall be conclusively presumed to have been made to or for
the benefit of Borrower when made as noted in such books and records.

         The outstanding principal balance on this Note as of March 1, 2002
("Balance") shall be payable in forty-eight (48) consecutive monthly
installments, each equal to one-forty-eighth (1/48th) of the Balance, commencing
April 1, 2002 and continuing first day of each month up to and including March
1, 2006, on which day the balance of principal and interest remaining unpaid
shall be become due and payable in full.

         If payment on this Note becomes due and payable on a non-business day,
the maturity thereof shall be extended to the next business day and, with
respect to payments of principal or interest thereon shall be payable during
such extension at the then applicable rate. Upon the occurrence of one or more
of the Events of Default specified in the Credit Agreement, all amounts
remaining unpaid on this Note may become or be declared to be immediately
payable as provided in the Credit Agreement, without presentment, demand or
notice of dishonor, all of which are expressly waived, Borrower agrees to pay
all costs of collection of this Note and reasonable attorneys' fees (including
attorneys' fees allocable to CNB's in-house counsel) in connection therewith,
irrespective of whether suit is brought thereon,

         This is the Multiple Disbursement Equipment Acquisition Note referred
to in the Credit Agreement and is entitled to the benefits thereof.

         Upon CNB's written notice to Borrower of the occurrence of an Event of
Default, the outstanding principal balance (and interest, to the extent
permitted by law) shall bear additional interest from the date of such notice at
the rate of five percent (5.0%) per annum higher than the interest rate as
determined and computed above, and continuing thereafter until the Event of
Default is cured.

         This Note shall be governed by the laws of the State of California. If
this Note is executed by more than one Borrower, all obligations are joint and
several.

"Borrower"                          SPECTRUM LABORATORIES, INC., a
                                    Delaware corporation


                                    EXHIBIT PLEASE DO NOT SIGN

                                    By:
                                        -------------------------------
                                        Roy T. Eddleman, Chief Executive Officer