Exhibit 10.55

                                                           FIRST MODIFICATION TO
                                                     LOAN AND SECURITY AGREEMENT
                                                             AND PROMISSORY NOTE

     This First Modification to Loan and Security Agreement and Promissory Note
(this "Modification") is entered into by and between SPECTRUM ORGANIC PRODUCTS,
INC., a California corporation ("Borrower") and COMERICA BANK, successor by
merger to Comerica Bank-California ("Bank"), whose Western Division Headquarters
is located at 333 West Santa Clara Street, San Jose, California as of June 4,
2004.

                                    RECITALS
                                    --------

     This Modification is entered into upon the basis of the following facts and
understandings of the parties, which facts and understandings are acknowledged
by the parties to be true and accurate:

     Bank and Borrower previously entered into that certain Loan and Security
Agreement (Accounts and Inventory), dated June 12, 2003. The Loan and Security
Agreement (Accounts and Inventory) as such may be modified, amended, restated,
revised, supplemented or replaced from time to time prior to the date hereof
shall collectively be referred to herein as the "Agreement."

     Contemporaneously with the Agreement, Borrower has entered into that
certain Variable Rate-Single Payment Note (Advancing-Optional Advances), dated
June 12, 2003 in the original principal amount of One Million Dollars
($1,000,000). The certain Variable Rate-Single Payment Note (Advancing-Optional
Advances), as such may be modified, amended, restated, revised, supplemented or
replaced from time to time prior to the date hereof shall collectively be
referred to herein as the "Note."

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as set forth
below.

                                    AGREEMENT
                                    ---------

1.   Incorporation by Reference. The Recitals and the documents referred to
     therein are incorporated herein by this reference. Except as otherwise
     noted, the terms not defined herein shall have the meaning set forth in the
     Agreement.

2.   Modification to the Agreement. Subject to the satisfaction of the
     conditions precedent as set forth in Section 4 hereof, the Agreement is
     hereby modified as set forth below.

          (a) The definition of "Borrowing Base" set forth in Section 1.7 of the
     Agreement hereby is deleted in its entirety and replaced with the
     following:

               "1.7 "Borrowing Base" shall mean the sum of:

                    (1) Eighty percent (80%) of the net amount of Eligible
               Accounts after deducting therefrom all payments, adjustments and
               credits applicable thereto; and

                    (2) The lesser of (i) sixty percent (60%) of the net amount
               of Eligible Inventory after deducting therefrom all applicable
               Growers' Payables incurred in connection with the acquisition of
               such Eligible Inventory and after all adjustments for age and
               seasonality or other factors affecting the value of such
               Inventory, or (ii) One Million Five Hundred Thousand Dollars
               ($1,500,000) in excess of the aggregate amount of all outstanding
               Indebtedness consisting of that portion of the Credit advanced to
               Borrower on the basis of Eligible Accounts; provided, however,
               that, commencing on the first date following June 30, 2004 on
               which Borrower shall have delivered satisfactory evidence to Bank
               of Borrower's compliance with the minimum Net Income covenant set
               forth in Section 6.17 c. of this Agreement, the maximum amount of
               all advances on the basis of Eligible Inventory shall be Two
               Million Dollars ($2,000,000) in excess of the aggregate amount of
               all outstanding Indebtedness advanced on the basis of Eligible
               Accounts.

                    Anything contained in the foregoing to the contrary
               notwithstanding, that at all times that the aggregate amount of
               all Dilution (as calculated by Bank on the basis of Bank's most
               recent audit of Borrower's Books conducted under Section 6.25
               hereof), as a percentage of all Accounts, is five percent (5%) or
               less, then the percentage of Eligible Accounts that shall be
               included in the Borrowing Base shall be increased to eighty five
               percent (85%) of the net amount of Eligible Accounts after
               deducting therefrom all payments, adjustments and credits
               applicable thereto."

<PAGE>


          (b) The definition of "Credit Limit" set forth in Section 1.13 of the
     Agreement hereby is deleted in its entirety and replaced with the
     following:

               "1.13 "Credit Limit" shall mean Seven Million Dollars
          ($7,000,000); provided, however, that, commencing on the first date
          following June 30, 2004 on which Borrower shall have delivered
          satisfactory evidence to Bank of Borrower's compliance with the
          minimum Net Income covenant set forth in Section 6.17 c. of this
          Agreement, the Credit Limit shall be Nine Million Dollars
          ($9,000,000)."

          (c) The definition of "Maturity Date" set forth in Section 1.38 of the
     Agreement hereby is deleted in its entirety and replaced with the
     following:

               "1.38 "Maturity Date" shall mean June 30, 2006."

          (d) Section 2.5 c. of the Agreement hereby is deleted in its entirety
     and replaced with the following:

               "c. Drawings under Non-Revolving Loan shall be available from the
          date of this Agreement through December 31, 2004, at which time the
          entire outstanding principal amount of all such drawings shall be
          repaid in forty eight (48) fully amortizing payments plus interest,
          due and payable on the last day of each month through December 31,
          2008. The interest rate, payment terms, maturity date and certain
          other terms of Non-Revolving Loan shall be contained in a promissory
          note dated the date of this Agreement, as such may be amended or
          replaced from time to time."

          (e) Section 2.6 b. of the Agreement hereby is deleted in its entirety
     and replaced with the following:

               "b. In connection with the financial accommodations provided
          under Section 2.5 of this Agreement, an unused commitment fee in an
          amount equal to one eighth percent (0.125%) per annum shall be due and
          payable on the last day of each quarter through the quarter ending
          December 31, 2004. The unused commitment fee shall be calculated on
          the difference between the average Daily Balance of the Credit
          consisting of loans Non-Revolving Loans made under Section 2.5 and One
          Million Dollars ($1,000,000) and shall be fully earned and
          non-refundable on the date of payment thereof."

          (f) Section 6.17 b. of the Agreement hereby is deleted in its entirety
     and replaced with the following:

               "b. Cash Flow Coverage Ratio of not less than 1.25:1.00, measured
          quarterly as of the end of each fiscal quarter of Borrower; and"

          (g) The following new Section 10.7 hereby is inserted into the
     Agreement in its entirety immediately following existing Section 10.6
     thereof, and shall read as follows, and each subsequent section of the
     Agreement shall be renumbered accordingly, mutatis, mutandis:

               "10.7 Reference Provision.

               a. The parties prefer that any dispute between them be resolved
          in litigation subject to a Jury Trial Waiver as set forth in the Loan
          Documents (defined below), but the availability of that process is in
          doubt because of the opinion of the California Court of Appeal in
          Grafton Partners LP v. Superior Court, 9 Cal.Rptr.3d 511. This
          Reference Provision will be applicable until the California Supreme
          Court completes its review of that case, and will continue to be
          applicable if either that court or a California Court of Appeal
          publishes a decision holding that a pre-dispute Jury Trial Waiver
          provision similar to that contained in the Loan Documents is invalid
          or unenforceable. Delay in requesting appointment of a referee pending
          review of any such decision, or participation in litigation pending
          review, will not be deemed a waiver of this Reference Provision.

               b. Other than (i) nonjudicial foreclosure of security interests
          in real or personal property, (ii) the appointment of a receiver or
          (iii) the exercise of other provisional remedies (any of which may be
          initiated pursuant to applicable law), any controversy, dispute or
          claim (each, a "Claim") between the parties arising out of or relating
          to this Agreement or any other document, instrument or agreement
          between the Bank and the undersigned (collectively in this Section,
          the "Loan Documents"), will be resolved by a reference proceeding in
          California in accordance with the provisions of Section 638 et seq. of

<PAGE>

          the California Code of Civil Procedure ("CCP"), or their successor
          sections, which shall constitute the exclusive remedy for the
          resolution of any Claim, including whether the Claim is subject to the
          reference proceeding. Except as otherwise provided in the Loan
          Documents, venue for the reference proceeding will be in the Superior
          Court or Federal District Court in the County or District where the
          real property, if any, is located or in a County or District where
          venue is otherwise appropriate under applicable law (the "Court").

               c. The referee shall be a retired Judge or Justice selected by
          mutual written agreement of the parties. If the parties do not agree,
          the referee shall be selected by the Presiding Judge of the Court (or
          his or her representative). A request for appointment of a referee may
          be heard on an ex parte or expedited basis, and the parties agree that
          irreparable harm would result if ex parte relief is not granted. The
          referee shall be appointed to sit with all the powers provided by law.
          Each party shall have one peremptory challenge pursuant to CCP
          ss.170.6. Pending appointment of the referee, the Court has power to
          issue temporary or provisional remedies.

               d. The parties agree that time is of the essence in conducting
          the reference proceedings. Accordingly, the referee shall be requested
          to (a) set the matter for a status and trial- setting conference
          within fifteen (15) days after the date of selection of the referee,
          (b) if practicable, try all issues of law or fact within ninety (90)
          days after the date of the conference and (c) report a statement of
          decision within twenty (20) days after the matter has been submitted
          for decision. Any decision rendered by the referee will be final,
          binding and conclusive, and judgment shall be entered pursuant to CCP
          ss.644.

               e. The referee will have power to expand or limit the amount and
          duration of discovery. The referee may set or extend discovery
          deadlines or cutoffs for good cause, including a party's failure to
          provide requested discovery for any reason whatsoever. Unless
          otherwise ordered, no party shall be entitled to "priority" in
          conducting discovery, depositions may be taken by either party upon
          seven (7) days written notice, and all other discovery shall be
          responded to within fifteen (15) days after service. All disputes
          relating to discovery which cannot be resolved by the parties shall be
          submitted to the referee whose decision shall be final and binding.

               f. Except as expressly set forth in this Agreement, the referee
          shall determine the manner in which the reference proceeding is
          conducted including the time and place of hearings, the order of
          presentation of evidence, and all other questions that arise with
          respect to the course of the reference proceeding. All proceedings and
          hearings conducted before the referee, except for trial, shall be
          conducted without a court reporter, except that when any party so
          requests, a court reporter will be used at any hearing conducted
          before the referee, and the referee will be provided a courtesy copy
          of the transcript. The party making such a request shall have the
          obligation to arrange for and pay the court reporter. Subject to the
          referee's power to award costs to the prevailing party, the parties
          will equally share the cost of the referee and the court reporter at
          trial.

               g. The referee shall be required to determine all issues in
          accordance with existing case law and the statutory laws of the State
          of California. The rules of evidence applicable to proceedings at law
          in the State of California will be applicable to the reference
          proceeding. The referee shall be empowered to enter equitable as well
          as legal relief, provide all temporary or provisional remedies, enter
          equitable orders that will be binding on the parties and rule on any
          motion which would be authorized in a trial, including without
          limitation motions for summary judgment or summary adjudication . The
          referee shall issue a decision at the close of the reference
          proceeding which disposes of all claims of the parties that are the
          subject of the reference. The referee's decision shall be entered by
          the Court as a judgment or an order in the same manner as if the
          action had been tried by the Court. The parties reserve the right to
          appeal from the final judgment or order or from any appealable
          decision or order entered by the referee. The parties reserve the
          right to findings of fact, conclusions of laws, a written statement of
          decision, and the right to move for a new trial or a different
          judgment, which new trial, if granted, is also to be a reference
          proceeding under this provision.

               h. If the enabling legislation which provides for appointment of
          a referee is repealed (and no successor statute is enacted), any
          dispute between the parties that would otherwise be determined by
          reference procedure will be resolved and determined by arbitration.
          The arbitration will be conducted by a retired judge or Justice, in
          accordance with the California Arbitration Act ss.1280 through
          ss.1294.2 of the CCP as amended from time to time. The limitations
          with respect to discovery set forth above shall apply to any such
          arbitration proceeding.

<PAGE>


                    i. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES
               RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A
               REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING
               THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE
               PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO
               CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY
               AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS
               REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH
               ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE LOAN
               DOCUMENTS."

               (h) Schedule 6.5 to the Agreement hereby is deleted and replaced
          in its entirety with Amended and Restated Schedule 6.5, attached
          hereto as Exhibit A to this Modification and incorporated herein by
          this reference, and each reference to Schedule 6.5 contained in the
          Agreement shall be a reference thereto.

3.   Modification to the Agreement. Subject to the satisfaction of the
     conditions precedent as set forth in Section 4 hereof, the Note is hereby
     modified as set forth below.

          (a) The Maturity Date (as that term is defined in the Note) hereby is
     extended from June 30, 2008 to December 31, 2008.

          (b) The end date of the Draw Period (as that term is defined in
     Addendum "A" to the Note) hereby is extended from June 30, 2004 to December
     31, 2004.

4.   Legal Effect. Except as specifically set forth in this Modification, all of
     the terms and conditions of the Agreement and the Note remain in full force
     and effect. Except as expressly set forth herein, the execution, delivery,
     and performance of this Modification shall not operate as a waiver of, or
     as an amendment of, any right, power, or remedy of Bank under the Agreement
     or the Note, as in effect prior to the date hereof. Borrower ratifies and
     reaffirms the continuing effectiveness of all promissory notes, guaranties,
     security agreements, mortgages, deeds of trust, environmental agreements,
     and all other instruments, documents and agreements entered into in
     connection with the Agreement and the Note. Borrower represents and
     warrants that the Representations and Warranties contained in the Agreement
     and the Note are true and correct as of the date of this Modification, and
     that no Event of Default has occurred and is continuing. The effectiveness
     of this Modification and each of the documents, instruments and agreements
     entered into in connection with this Modification, including without limit
     any replacement promissory note entered into in connection herewith, is
     conditioned upon receipt by Bank of this Modification, any other documents
     which Bank may require to carry out the terms hereof, and including but not
     limited to each of the following:

          (a) A non-refundable legal documentation fee of $750, plus any Bank
     expenses incurred through the date of this Modification.

5.   Miscellaneous Provisions.

          (a) This is an integrated Modification and supersedes all prior
     negotiations and agreements regarding the subject matter hereof. All
     amendments hereto must be in writing and signed by the parties.

          (b) This Modification may be executed in two or more counterparts,
     each of which shall be deemed an original, but all of which together shall
     constitute one instrument.

         IN WITNESS WHEREOF, the parties have agreed as of the date first set
forth above.

SPECTRUM ORGANIC PRODUCTS, INC.,            COMERICA BANK
a California corporation

By:      /s/ Robert B. Fowles               By:      /s/ Misako Noda
         --------------------                        ---------------

Name:    Robert B. Fowles                   Name:    Misako Noda

Title:   Chief Financial Officer            Its:     Vice President -
                                                     Western Division






<PAGE>


                                    Exhibit A
                                    ---------

                              Amended and Restated
                                  Schedule 6.5


                              Collateral Locations


         Address                           Owner/Lessor of             Mortgagee
         -------                           ---------------             ---------
                                              Location
                                              --------
   Borrower Locations
   ------------------

5341 Old Redwood Highway           Spectrum Organic Products, Inc.         N/A
Petaluma, California 94954

133 Copeland Street                Spectrum Organic Products, Inc.         N/A
Petaluma, California  94952

260 North Pioneer Avenue           Interpac Technologies, Inc.             N/A
Woodland, California  95776

1250 North McDowell Blvd.          Interpac Technologies, Inc.             N/A
Petaluma, California  95954

BIOWA Nutraceuticals, LLC          American Natural Soy                    N/A
1510 South Second Street           Processors, LLC
Cherokee, Iowa 51012

3345 Warbler Avenue                American Natural Soy                    N/A
Hartley, Iowa 51346                Processors, LLC

   Bailee Locations
   ----------------

Adobe Creek Storage                          Same                          N/A
3800 Lakeville Highway
Petaluma, California  94954

American Natural Soy                         Same                          N/A
1510 South 2nd Street
Cherokee, Iowa 51012

The Barlow Company                           Same                          N/A
200 Morris Street
Sebastopol, California 94573

Blossom Valley Foods                         Same                          N/A
20 Casey Street
Gilroy, California 95020

Specialty Distributing                       Same                          N/A
207 Tobin Crescent
Saskatoon, Canada

Catania-Spagna Corp.                         Same                          N/A
1 Nemco Way
Ayer, Massachusetts 01432

Custom Park                                  Same                          N/A
620 Spring Street
North Dighton, Massachusetts  02764

Cotati Egg Farm                              Same                          N/A
441 Houser Street
Cotati, California  94931

Follmer Development Co.                      Same                          N/A
850 Tourmaline Drive
Newbury Park, California  91320

Liberty Vegetable Oil                        Same                          N/A
15306 So. Carmenita Road
Santa Fe Springs, California 90670

<PAGE>


         Address                        Owner/Lessor of                Mortgagee
         -------                        ---------------                ---------
                                           Location
                                           --------



Manzana Products                             Same                          N/A
9141 Green Valley Road
Sebastopol, California 95473

Partners Mira Loma Old Storage               Same                          N/A
4705 Brook Hollow Circle
Mira Loma, California  92509

Q & B Foods                                  Same                          N/A
15547 First Street
Irwindale, California 91706

Robinson Pharma                              Same                          N/A
3330 S. Harbor Boulevard
Santa Ana, California 92704

Swiss Caps                                   Same                          N/A
14193 S.W. 119th Avenue
Miami, Florida  33186

U.S. Cold Storage                            Same                          N/A
33400 Dowe Avenue
Union City, California  94587

Terminal Freezers                            Same                          N/A
908 East 3rd Street
Oxnard, California  93030

Triple H Food Processors                     Same                          N/A
5821 Wilderness Avenue
Riverside, California  92504

Wilbur-Ellis Seed Storage                    Same                          N/A
10660 Houston Avenue
Hanford, California 93230