Exhibit 10.35


                FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This Amendment, dated as of October 18, 2001, (this "Amendment") is made
by and between SPECTRUM ORGANIC PRODUCTS, INC, a California corporation (the
"Borrower") and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the
"Lender").

                                    Recitals
                                    --------

     A. The Borrower and the Lender have entered into a Credit and Security
Agreement dated as of October 6, 1999 (the "Credit Agreement").

     B. The Borrower has requested that certain amendments be made to the Credit
Agreement.

     C. The Lender is willing to amend the Credit Agreement pursuant to the
terms and conditions set forth herein. The Borrower is entering into this
Amendment with the understanding and agreement that, except as specifically
provided herein, none of the Lender's rights or remedies as set forth in the
Credit Agreement is being waived or modified by the terms of this Amendment.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:

     1. Defined Terms. Capitalized terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.

     2. Amendments to Article I.

          (a) The following definitions are hereby added to Section 1.1 in
respective alphabetical order:

               "Issuer" means the issuer of any Letter of Credit.


               "L/C Amount" means the sum of (i) the aggregate face amount of
               any issued and outstanding Letters of Credit and (ii) the unpaid
               amount of the Obligation of Reimbursement.

               "L/C Application" means an application and agreement for letters
               of credit in a form acceptable to the Issuer and the Lender.

               "Letter of Credit" has the meaning specified in Section 2.18.

               "Obligation of Reimbursement" has the meaning given in Section
               2.19.

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               "Special Account" means a specified cash collateral account
               maintained by a financial institution acceptable to Lender in
               connection with Letters of Credit, as contemplated by Section
               2.20.

          (b) The definition of "Availability Reserve" as set forth in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:

     "Availability Reserve" means as of any date of determination, such amount
or amounts as Lender may from time to time establish and revise in good faith
reducing the amount of Revolving Advances which would otherwise be available to
Borrower under the lending formula(s) provided for herein: (a) to reflect
events, conditions, contingencies or risks which, as determined by Lender in
good faith, do or may affect (i) the Collateral or its value, (ii) the assets,
business or prospects of Borrower, or (iii) the security interests and other
rights of Lender in the Collateral (including the enforceability, perfection and
priority thereof), or (b) to reflect Lender's good faith belief that any
collateral report or financial information furnished by or on behalf of Borrower
to Lender is or may have been incomplete, inaccurate or misleading in any
material respect, or (c) to reflect the L/C Amount, or (d) in respect of any
state of facts which Lender determines in good faith constitutes an Event of
Default or may, with notice or passage of time or both, constitute an Event of
Default. Availability Reserves will include, without limitation, the Dilution
Reserve and the Grower Reserve.

          (c) The following is hereby added to the end of the definition of
"Collateral" set forth in Section 1.1 of the Credit Agreement:

                    ";and (vii) all sums on deposit in the Special Account."

          (d) The definition of "Commitment" set forth in Section 1.1 of the
Credit and Security Agreement is hereby amended and restated in its entirety to
read as follows:

                    ""Commitment' means the Lender's commitment to make Advances
                    and to cause the Issuer to issue Letters of Credit to or for
                    the Borrower's account pursuant to Article II."

          (e) The first sentence of the definition of "Eligible Inventory" as
set forth in Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

                    ""Eligible Inventory' means all Inventory of the Borrower,
                    including inventory obtained using a Letter of Credit, at
                    the lower of cost or market value as determined in
                    accordance with GAAP; provided, however, that the following
                    shall not in any event be deemed Eligible Inventory:"

          (f) The definition of "Obligations" set forth in Section 1.1 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:

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                    ""Obligations' means the Note and each and every other debt,
                    liability and obligation of every type and description which
                    the Borrower may now or at any time hereafter owe to the
                    Lender, whether such debt, liability or obligation now
                    exists or is hereafter created or incurred, whether it
                    arises in a transaction involving the Lender alone or in a
                    transaction involving other creditors of the Borrower, and
                    whether it is direct or indirect, due or to become due,
                    absolute or contingent, primary or secondary, liquidated or
                    unliquidated, or sole, joint, several or joint and several,
                    and including specifically, but not limited to, the
                    Obligation of Reimbursement and all indebtedness of the
                    Borrower arising under this Agreement, the Note, any L/C
                    Application completed by the Borrower, or any other loan or
                    credit agreement or guaranty between the Borrower and the
                    Lender, whether now in effect or hereafter entered into."

          (g) The definition of "Revolving Floating Rate" as set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:

                    ""Revolving Floating Rate' means, beginning August 1, 2000,
                    an annual rate equal to the Base Rate plus two percent
                    (2.0%), which annual rate shall change when and as the Base
                    Rate changes. If, however, the Borrower's CPA audited
                    financial statements for the period ending December 31, 2001
                    reflect a net profit of a least Five Hundred Thousand
                    Dollars ($500,000) the Revolving Floating Rate shall be
                    decreased by one percent (1.0%). Such decrease, if
                    applicable, shall take effect on the first day of the month
                    following Lender's receipt of the CPA audited financial
                    statements for the period ending December 31, 2001,
                    reflecting a net profit of at least Five Hundred Thousand
                    Dollars ($500,000). Borrower's net profit for the purposes
                    of this definition shall not include any losses associated
                    with the sale of Borrower's tomato based business to Acirca,
                    Inc. or other non-cash losses as a result of restructuring
                    charges, adjustments to reflect the impairment of assets or
                    sale of significant assets.

          (h) The definition of "Term Floating Rate" as set forth in Section 1.1
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:

                    ""Term Floating Rate' means, beginning August 1, 2000, an
                    annual rate equal to the sum of the Base Rate plus two and
                    two-quarter percent (2.25%), which annual rate shall change
                    when and as the Base Rate changes. If, however, the
                    Borrower's CPA audited financial statements for the period
                    ending December 31, 2001 reflect a net profit of a least
                    Five Hundred Thousand Dollars ($500,000) the Term Floating
                    Rate shall be decreased by one percent (1.0%). Such

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                    decrease, if applicable, shall take effect on the first day
                    of the month following Lender's receipt of the CPA audited
                    financial statements for the period ending December 31,
                    2001, reflecting a net profit of at least Five Hundred
                    Thousand Dollars ($500,000). Borrower's net profit for the
                    purposes of this definition shall not include any losses
                    associated with the sale of Borrower's tomato based business
                    to Acirca, Inc. or other non-cash losses as a result of
                    restructuring charges, adjustments to reflect the impairment
                    of assets or sale of significant assets.

     3. Amendments to Article II

          (a) The second sentence of Section 2.1 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:

                    "The Lender shall have no obligation to make a Revolving
                    Advance if, after giving effect to such requested Revolving
                    Advance, the sum of the outstanding and unpaid Revolving
                    Advances under this Section 2.1 or otherwise would exceed
                    the Borrowing Base less the L/C Amount."

          (b) Section 2.3(a)(i) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                    "(i) Beginning on October 1, 2001, and on the first day of
                    each month thereafter, in thirty seven (37) substantially
                    equal monthly installments equal to Ten Thousand Two Hundred
                    Ninety Eight and 52/100 Dollars ($10,298.52); and"

          (c) Section 2.9(b) is hereby amended and restated in its entirety to
read as follows:

                    ""Return', for any period, means the return as determined
                    by such Related Lender on the Advances and Letters of Credit
                    based upon its total capital requirements and a reasonable
                    attribution formula that takes account of the Capital
                    Adequacy Rules then in effect and costs of issuing or
                    maintaining any Letter of Credit. Return may be calculated
                    for each calendar quarter and for the shorter period between
                    the end of a calendar quarter and the date of termination in
                    whole of this Agreement."

          (d) Section 2.9(c) is hereby amended and restated in its entirety to
read as follows:

                    ""Rule Change', means any change in any Capital Adequacy
                    Rule or L/C Rule occurring after the date of this Agreement,
                    but the term does not include any changes in applicable
                    requirements that at the Closing Date are scheduled to take
                    place under the existing Capital Adequacy Rules or L/C Rules
                    or any increases in the capital that any Related Lender is

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                    required to maintain to the extent that the increases are
                    required due to a regulatory authority's assessment of the
                    financial condition of such Related Lender."

          (e) Section 2.9(d) is hereby amended and restated in its entirety to
read as follows:

                    ""Related Lender', includes (but is not limited to) the
                    Lender, the Issuer, any parent corporation of the Lender or
                    the Issuer and any assignee of any interest of the Lender
                    hereunder and any participant in the loans made hereunder."

          (f) Section 2.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                    "Section 2.10 Maturity' Date. This Agreement and the other
                    Loan Documents shall become effective as of the date set
                    forth on the first page hereof and shall continue in full
                    force and effect for a term ending on October 5, 2004 (the
                    "Maturity Date"), unless earlier terminated by Lender or
                    Borrower pursuant to the terms hereof. Upon the Termination
                    Date, Borrower shall immediately pay to Lender, in full,
                    all outstanding and unpaid Obligations and shall furnish
                    cash collateral to Lender in such amounts as Lender
                    determines are reasonably necessary to secure Lender from
                    loss, cost, damage or expense, including attorneys' fees and
                    legal expenses, in connection with any contingent
                    Obligations, including checks and other payments
                    provisionally credited to the Obligations and/or as to which
                    Lender has not yet received final and indefeasible payment."

          (g) Section 2J2(a) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

                    "(a) Termination and Line Reduction Fees. If the Credit
                    Facility is terminated for any reason as of a date other
                    than the Maturity Date, or the Borrower reduces the Maximum
                    Line, the Borrower shall pay to the Lender a fee in an
                    amount equal to a percentage of the Maximum Line (or the
                    reduction, as the case may be) as follows: (i) 1.0% if the
                    termination or reduction occurs on or before the third
                    anniversary of the Funding Date; (ii) 0.67% if the
                    termination or reduction occurs after the third anniversary
                    of the Funding Date but on or before the fourth anniversary
                    of the Funding Date; and (iii) 0.5% if the termination or
                    reduction occurs after the fourth anniversary of the Funding
                    Date."

          (h) Section 2.12(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

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                    "(b) Prepayment Fees. If the Term Note is prepaid for any
                    reason except in accordance with 2.3 or any Capital
                    Expenditure Note is prepaid for any reason except in
                    accordance with 2.5, the Borrower shall pay to the Lender a
                    fee in an amount equal to a percentage of the amount prepaid
                    as follows: (i) 1.0% if the prepayment occurs on or before
                    the third anniversary of the Funding Date; (ii) 0.67% if
                    prepayment occur; after the third anniversary of the Funding
                    Date but on or before the fourth anniversary of the Funding
                    Date; and (iii> 0.5% if prepayment occurs after the fourth
                    anniversary of the Funding Date."

          (i) Section 2.13 is hereby amended and restated in its entirety to
read as follows:

                    "Mandatory Prepayment. Without notice or demand, if the sum
                    of the outstanding principal balance of the Revolving
                    Advances plus the L/C Amount shall at any time exceed the
                    Borrowing Base, the Borrower shall (i) first, immediately
                    prepay the Revolving Advances to the extent necessary to
                    eliminate such excess; and (ii) if prepayment in full of the
                    Revolving Advances is insufficient to eliminate such excess,
                    pay to the Lender in immediately available funds for deposit
                    in the Special Account an amount equal to the remaining
                    excess. Any payment received by the Lender under this
                    Section 2.13 or under Section 2.11 may be applied to the
                    Obligations, in such order and in such amounts as the
                    Lender; in its discretion, may from time to time determine;
                    provided that any prepayment under Section 2.11 which the
                    Borrower designates as a partial prepayment of the Term Note
                    shall be applied to principal installments of the Term Note
                    in inverse order of maturity."

          (j) Section 2.16 is hereby amended and restated in its entirety as
follows:

                    "Use of Proceeds. The Borrower shall use the proceeds of
                    Advances, and each Letter of Credit, if any, for ordinary
                    working capital purposes."

          (k) The following sections are hereby added to Article II:

                    "Section 2.7(c) Letter of Credit Fees. The Borrower agrees
                    to pay the Lender a fee with respect to each Letter of
                    Credit, if any, accruing on a daily basis and computed at
                    the annual rate of one and one half percent (130%) of the
                    aggregate amount that may then be drawn on all issued and
                    outstanding Letters of Credit assuming compliance with all
                    conditions for drawing thereunder (the "Aggregate Face
                    Amount"), from and including the date of issuance of such
                    Letter of Credit until such date as such Letter of Credit

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                    shall terminate by its terms or be returned to the Lender,
                    due and payable monthly in arrears on the first day of each
                    month and on the Termination Date; provided, however that
                    during Default Periods, in the Lender's sole discretion and
                    without waiving any of its other rights and remedies, such
                    fee shall increase to four and one half percent (4.50%) of
                    the Aggregate Face Amount. The foregoing fee shall be in
                    addition to any and all fees, commissions and charges of any
                    Issuer of a Letter of Credit with respect to or in
                    connection with such Letter of Credit."

                    "2.7(d) Letter of Credit Administrative Fees. The Borrower
                    agrees to pay the Lender, on written demand, the
                    administrative fees charged by the Issuer in connection with
                    the honoring of drafts under any Letter of Credit,
                    amendments thereto, transfers thereof and all other activity
                    with respect to the Letters of Credit at the then-current
                    rates published by the Issuer for such services rendered on
                    behalf of customers of the Issuer generally."

                    "2.9(e)L/C Rule' means any law, rule, regulation, guideline,
                    directive, requirement or request regarding letters of
                    credit, or the interpretation or administration thereof by
                    any governmental or regulatory authority, central bank or
                    comparable agency, whether or not having the force of law,
                    that applies to any Related Lender. Such rules include rules
                    imposing taxes, duties or other similar charges, or
                    mandating reserves, special deposit or similar requirements
                    against assets of, deposits with or for the account of, or
                    credit extended by any Related Lender, on letters of
                    credits"

                    "Section 2.18 Letters of Credit.


                         (a) The Lender agrees, on the terms and subject to the
                    conditions herein set forth, to cause an Issuer to issue,
                    from the Funding Date to the Termination Date, one or more
                    irrevocable standby or documentary letters of credit (each,
                    a "Letter of Credit") for the Borrower's account to be drawn
                    at sight for the importation of organic foods and
                    ingredients. The Lender shall have no obligation to cause an
                    Issuer to issue any Letter of Credit if the face amount of
                    the Letter of Credit to be issued, would exceed the lesser
                    of:

                         (i) $500,000 less the L/C Amount, or

                         (ii) the Borrowing Base less the sum of (A) all
                         outstanding and unpaid Revolving Advances and (B) the
                         L/C Amount.

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                    Each Letter of Credit, if any, shall be issued pursuant to a
                    separate L/C Application entered into by the Borrower and
                    the Lender for the benefit of the Issuer, completed in a
                    manner satisfactory to the Lender and the Issuer. The terms
                    and conditions set forth in each such L/C Application shall
                    supplement the terms and conditions hereof, but if the terms
                    of any such L/C Application and the terms of this Agreement
                    are inconsistent, the terms hereof shall control.

                         (b) No Letter of Credit shall be issued more than
                    ninety (90) days prior to the negotiating date or have an
                    expiry date later than the Termination Date in effect as of
                    the date of issuance.

                         (c) Any request to cause an Issuer to issue a Letter of
                    Credit under this Section 2.18 shall be deemed to be a
                    representation by the Borrower that the conditions set forth
                    in Section 4.2 have been satisfied as of the date of the
                    request"

                    "Section 2.19 Payment of Amounts Drawn Under Letters of
                    Credit. The Borrower acknowledges that the Lender will be
                    liable to the Issuer for reimbursement of any and all draws
                    under Letters of Credit and for all other amounts required
                    to be paid under the applicable tiC Application.
                    Accordingly, the Borrower agrees to pay to the Lender any
                    and all amounts required to be paid under the applicable L/C
                    Application, when and as required to be paid thereby, and
                    the amounts designated below, when and as designated:

                         (a) The Borrower hereby agrees to pay the Lender on the
                    day a draft is honored under any Letter of Credit a sum
                    equal to all amounts drawn under such Letter of Credit plus
                    any and all reasonable charges and expenses that the Issuer
                    or the Lender may pay or incur relative to such draw and the
                    applicable L/C Application, plus interest on all such
                    amounts, charges and expenses as set forth below (the
                    Borrower's obligation to pay all such amounts is herein
                    referred to as the "Obligation of Reimbursement").

                         (b) Whenever a draft is submitted under a Letter of
                    Credit, the Lender shall debit the amount of the draft
                    against the Borrower's operating account. If there are
                    insufficient funds in the operating account to meet the full
                    amount of the draft, the Lender shall make a Revolving
                    Advance in the amount of the Obligation of Reimbursement and
                    shall apply the proceeds of such Revolving Advance thereto.
                    Such Revolving Advance shall be repayable in accordance with
                    and, be treated in all other respects as a Revolving
                    Advance hereunder.

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                         (c) If a draft is submitted under a Letter of Credit
                    when the Borrower is unable, because a Default Period then
                    exists or for any other reason, to obtain a Revolving
                    Advance to pay the Obligation of Reimbursement, the Borrower
                    shall pay to the Lender on demand and in immediately
                    available funds, the amount of the Obligation of
                    Reimbursement together with interest, accrued from the date
                    of the draft until payment in full at the Default Rate.
                    Notwithstanding the Borrower's inability to obtain a
                    Revolving Advance for any reason, the Lender is irrevocably
                    authorized, in its sole discretion, to make a Revolving
                    Advance in an amount sufficient to discharge the Obligation
                    of Reimbursement and all accrued but unpaid interest
                    thereon.

                    The Borrower's obligation to pay any Revolving Advance made
                    under this Section 2.19, shall be evidenced by the Revolving
                    Note and shall bear interest as provided in Section 2.6."

                    "Section 2.20 Special Account. If the Credit Facility is
                    terminated for any reason whatsoever while any Letter of
                    Credit is outstanding, the Borrower shall thereupon pay the
                    Lender in immediately available funds for deposit in the
                    Special Account an amount equal to the L/C Amount. The
                    Special Account shall be an interest bearing account
                    maintained for the Lender by any financial institution
                    acceptable to the Lender. Any interest earned on amounts
                    deposited in the Special Account shall be credited to the
                    Special Account. Amounts on deposit in the Special Account
                    may be applied by the Lender at any time or from time to
                    time to the Obligations in the Lender's sole discretion, and
                    shall not be subject to withdrawal by the Borrower so long
                    as the Lender maintains a security interest therein. The
                    Lender agrees to transfer any balance in the Special Account
                    to the Borrower at such time as the Lender is required to
                    release its security interest in the Special Account under
                    applicable law."

                    "Section 2.21 Obligations Absolute. The Borrower's
                    obligations arising under Section 2.19 shall be absolute,
                    unconditional and irrevocable, and shall be paid strictly in
                    accordance with the terms of Section 2.19, under all
                    circumstances whatsoever, including (without limitation)
                    the following circumstances:

                         (a) any lack of validity or enforceability of any
                    Letter of Credit or any other agreement or instrument
                    relating to any Letter of Credit (collectively the "Related
                    Documents");

                         (b) any amendment or waiver of or any consent to
                    departure from all or any of the Related Documents;

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                         (c) the existence of any claim, setoff, defense or
                    other right which the Borrower may have at any time, against
                    any beneficiary `or any transferee of any Letter of Credit
                    (or any persons or entities for whom any such beneficiary or
                    any such transferee may be acting), or other person or
                    entity, whether in connection with this Agreement, the
                    transactions contemplated herein or in the Related Documents
                    or any unrelated transactions;

                         (d) any statement or any other document presented under
                    any Letter of Credit proving to be forged, fraudulent,
                    invalid or insufficient in any respect or any statement
                    therein being untrue or inaccurate in any respect
                    whatsoever,

                         (e) payment by or on behalf of the Issuer or the Lender
                    under any Letter of Credit against presentation of a draft
                    or certificate which does not strictly comply with the terms
                    of such Letter of Credit; or

                         (f) any other circumstance or happening whatsoever,
                    whether or not similar to any of the foregoing."

     4. Amendments to Article VI.
        -------------------------

          (a) Reporting Requirements. Section 6.1(e) of the Credit Agreement is
hereby amended and restated to read as follows;

                    "(e) on or before December 31 of each year, the projected
                    balance sheets and income statements for each month of the
                    successive year, each in reasonable detail, representing the
                    Borrower's good faith projections and certified by the
                    Borrower's chief financial officer as being the most
                    accurate projections available and identical to the
                    projections used by the Borrower for internal planning
                    purposes, together with such supporting schedules and
                    information as the Lender may in its discretion require;"

          (b) Minimum Book Net Worth. Section 6.15 of the Credit Agreement is
hereby amended and restated to read as follows:

                    "The Borrower will maintain its Book Net Worth, determined
                    as at the end of each month, at an amount not less than the
                    amount set forth below. Any non-cash losses incurred, as a
                    result of restructuring charges, adjustments to reflect the
                    impairment of assets or sale of significant assets and any
                    income recorded by Borrower from escrow proceeds of the sale
                    of Borrower's tomato based business to Acirca, Inc. shall
                    not be included in determining whether or not Borrower has
                    met the covenant set forth in this Section 6.15, so long as
                    at the end of each month Borrower maintains a Book Net Worth
                    of at least One Million Dollars ($1,000,000) before taking
                    such exclusions into consideration.

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                             At the End of:           Minimum Book Net Worth
                             --------------           ----------------------
                             August 2001                  $2,120,000
                             September 2001               $2,236,000
                             October 2001                 $2,325,000
                             November 2001                $2,398,000
                             December 2001,               $2,501,000
                    And each month end thereafter


          (c) Minimum Senior Debt Service Coverage Ratio. Section 6.13 of the
Credit Agreement is hereby amended and restated to read as follows:

                    "The Borrower will maintain, for each period described
                    below, its Senior Debt Coverage Ratio, determined as at the
                    end of each period, at not less than the ratio set forth
                    opposite such period:

                                Period              Minimum Senior Debt
                                ------
                                                    Service Coverage Ratio
                                                    ----------------------


                    Nine Months Ending September         1.20 to 1.00
                    30, 2001
                    Twelve Months Ending December        1.25 to 1.00
                    31, 2001


                    Thereafter, the Borrower will maintain its Senior Debt
                    Service Coverage Ratio at not less than 1.30 to 1.00,
                    measured at the end of each fiscal quarter, calculated for
                    the prior four (4) quarters as of March 31, 2002 and for the
                    prior four (4) quarters at the end of each successive fiscal
                    quarter."

          (d) Minimum Total Debt Service Coverage Ratio. Section 6.14 of the
Credit Agreement is hereby amended and restated to read as follows:

                    "The Borrower will maintain, for each period described
                    below, its, Total Debt Service Coverage Ratio, determined as
                    at the end of each period, at an amount not less than the
                    amount set forth opposite such period:

                                Period              Minimum Senior Debt
                                ------
                                                    Service Coverage Ratio
                                                    ----------------------


                    Nine Months Ending September        1.00 to 1.00
                    30, 2001

                    Twelve Months Ending December       1.10 to 1.00
                    31, 2001


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                    Thereafter, the Borrower will maintain its Total Debt
                    Service Coverage Ratio at not less than 1.10 to 1.00,
                    measured at the end of each fiscal quarter, calculated for
                    the prior four (4) quarters as of March 31, 2002 and for the
                    prior four (4) quarters at the end of each successive fiscal
                    quarter."


          (e) New Covenants, Section 6.16 of the Credit Agreement is hereby
amended restated in its entirety to read as follows:

                    "6.16 New Covenants. On or before June 30, 2002, Lender
                    shall set new covenant levels for Sections 6.13, 6.14 and
                    6,15 for periods after such date. The new covenant levels
                    will be based on the Borrow's projections for such periods
                    received by Lender pursuant to Section 6.1(e) and shall be
                    no less stringent than the present levels."

     5. Amendment to Article VII

          (a) Section 7.10 is hereby amended and restated in its entirety to
read as follows:


                    "Section 7.10 Capital Expenditures. Commencing with the
                    fiscal year ending December 31, 2001, Borrower may incur
                    Capital Expenditures provided that the portion of any
                    Capital Expenditures that is not financed by a lender shall
                    not exceed Two Hundred Thousand Dollars ($200,000) in the
                    aggregate for any fiscal year.

     6. Amendments to Article VIII.

          (a) The following is hereby added to the Credit Agreement as Section
8.1(s) entirety as follows:

                    "(s) Failure to pay when due any amount specified in Section
                    2.19 relating to the Borrower's Obligation of Reimbursement,
                    or failure to pay immediately when due or upon termination
                    of the Credit Facility any amount required to be paid for
                    deposit in. the Special Account under Section 2.20."

          (b The following is hereby added to the Credit Agreement as Section
8.1 (s) and reads in its entirety as follows:

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<PAGE>


                    "the Lender may make demand upon the Borrower and, forthwith
                    upon such demand, the Borrower will pay to the Lender in
                    immediately available funds for deposit in the Special
                    Account pursuant to Section 2.20 an amount equal to the
                    aggregate maximum amount available to be drawn under all
                    Letters of Credit then outstanding, assuming compliance with
                    all conditions for drawing thereunder."

     7.   Amendments to Article X.

          (a) Section 10.6 is hereby amended and restated in its entirety to
read as follows:

                    "10.6 Cost and Expenses.  The Borrower agrees to pay on
                    demand all costs and expenses, including (without
                    limitation) attorneys' fees, incurred by the Lender in
                    connection with the Obligations, this Agreement, the Loan
                    Documents, any Letters of Credit and any other document or
                    agreement related hereto or thereto, and the transactions
                    contemplated hereby, including without limitation all such
                    costs, expenses and fees incurred in connection with the
                    negotiation, preparation, execution, amendment,
                    administration, performance, collection and enforcement of
                    the Obligations and all such documents and agreements and
                    the creation, perfection, protection, satisfaction,
                    foreclosure or enforcement of the Security Interest"

     8. Amendments to Schedu1es.

          (a) Trade Names, Chief Executive Office and Other Locations. Schedule
5.1 is hereby amended and restated in its entirety to read as set forth in
Exhibit B, attached hereto.

          (b) Subsidiaries. Schedule 5.4 is hereby amended and restated in its
entirety to read as set forth in Exhibit C, attached hereto.

          (c) Permitted Liens. Schedule 7.1 is hereby amended and restated in
its entirety to read as set forth in Exhibit D, attached hereto.

          (d) Permitted Indebtedness and Guaranties. Schedule 7.2 is hereby
amended and restated in its entirety to read as set forth in Exhibit E, attached
hereto.

     9. Capital Expenditure Advance. No further Capital Expenditure Advances
will be made by Lender pursuant to Section 2.4 of the Credit Agreement.

     10. Guaranty of Jethren Phillips. Lender agrees that upon Lender's receipt
of Borrower's December 31, 2001 unqualified financial statement reflecting that
Borrower has satisfied all financial covenants and that no Events of Default
exist, the Guaranty of Jethren Phillips shall be released.


                                      -13-


<PAGE>


     11. Inventory Appraisal. Borrower agrees to allow an appraisal of its
Inventory to be conducted by an appraiser chosen by Lender within forty-five
(45) days of the date of the approval of the terms of this Amendment by lender's
senior credit management. The cost of such appraisal shall be paid by Borrower.

     12. Term Loan C. The Lender agrees, on the terms and subject to the
conditions set forth in the Credit Agreement to make a one time advance in an
amount not to exceed the lesser of (A) One Hundred Thousand Dollars ($100,000),
or (B) eighty-five percent (85%) of the invoiced purchase price of new Equipment
(exclusive of installation and other soft costs) ("Term C Advances") (the
definition of "Term Advances" as set forth in the Credit Agreement shall include
the Term C Advances). The Borrower's obligation to pay the Term C Advances shall
be evidenced by the Term Note C, a form of which is attached hereto as Exhibit A
("Term Note Q") (the definition of "Note" as set forth in the Credit Agreement
shall include Term Note C) and shall be secured by the Collateral. The Lender
will make advances to the Borrower under this paragraph upon Borrower presenting
to Lender, in form and substance reasonably satisfactory to Lender, (i) invoices
for the specific items of Equipment to be acquired and financed hereunder, which
Equipment shall be acceptable to Lender and the purchase price thereof may, at
Lender's option, be confirmed by Lender, and (ii) evidence satisfactory to the
Lender of delivery of such Equipment to the Borrower. Generally, to be eligible,
Equipment must be subject to Lender's perfected security interest and must be
used or usable in the ordinary course of Borrower's business, and must
constitute collateral acceptable for lending purposes pursuant to criteria
established by Lender.

          (a.) The outstanding principal balance of the Term Note C shall be due
and payable as follows:

               (i) Beginning on January 1, 2002, and on the first day of each
          month thereafter, in thirty-six (36) substantially equal monthly
          installments; and

               (ii) On the Termination Date, the entire unpaid principal balance
          of the Term Note C, and all unpaid interest accrued thereon, shall in
          any event be due and payable.

          (b) Except as set forth in Sections 2.6 (d) and 2.6(e) of the Credit
Agreement, the outstanding principal balance of the Tenn Note C shall bear
interest at the Term Floating Rate, and interest shall be payable monthly in
arrears.

          (c) Term Note C shall be subject to the prepayment fees set forth in
Section 2.12 of the Credit Agreement.


                                      -14-


<PAGE>


     13. Consent to Payment of Various Notes. Lender hereby consents to the full
repayment of the indebtedness to Theodore Wright as evidenced by that certain
Unsecured Subordinated Promissory Note dated as of January 1, 2001 in the face
amount of $25,000 Lender Further consents to Borrower's payment of interest
only through December 31, 2001 and quarterly payments of principal and interest
thereafter on the promissory notes set forth below:

          Note Holder             Face Amount                 Dated
          -----------             -----------                 -----

     Douglas A. Larson            $105,000.00            January 1, 2001

     Joanne M. Gluck-IRA          $26,250                January 1, 2001

     Jordan Widdes-IRA            $26,250                January 1, 2001

     Mark Voss                    $13,125                January 1, 2001

     Steven M. Nelson             $13,125                January 1, 2001

     Dean Rivet-IRA               $26,250                January 1, 2001

     Mishawn Nelson-IRA           $26,250                January 1, 2001

Borrower may make such payments so long as no Event of Default has occurred and
is continuing or will occur as a result of such payments and Lender has notified
Borrower in writing that such payments are not permitted.

     14. Amendment Fee. The Borrower shall pay Lender an amendment fee in the
amount of Twenty Thousand Dollars ($20,000) for the preparation and execution of
this Amendment. Such fee shall be fully earned and non-refundable upon the
execution of this Amendment and shall be paid in two equal installments of Ten
Thousand Dollars ($10,000) with the first installment due a November 1, 2001 and
the second due on December 1, 2001.

     15. No Other Changes.  Except as explicitly amended by this Amendment, all
of the terms and conditions of the Credit Agreement shall remain in full force
and effect and shall apply to any advance or letter of credit thereunder.

     16. Conditions Precedent. This Amendment, shall be effective when the
Lender shall have received an executed original hereof, together with each of
the following, each in substance and form acceptable to the Lender in its sole
discretion:

          (a) A Certificate of Authority of the Borrower certifying as to (i)
the resolutions directors of the Borrower approving the execution and delivery
of this Amendment (ii) the fact that the articles of incorporation and bylaws of
the Borrower, which were delivered to the Lender pursuant to the Certificate of
Authority of the Borrow's Secretary or assistant secretary dated as of October
5, 1999 in connection with the delivery of the Credit Agreement continue in full
force and effect and have not been amemded or otherwise modified except as
necessary for the Merger as set forth in the Certificate of Authority to be


                                      -15-


<PAGE>


delivered, and (iii) certifying that the officers and agents of the Borrower who
have been certified to the Lender) pursuant to the Certificate of Authority of
the Borrower's secretary or assistant secretary dated as of October 5, 1999, as
being authorized to sign and to act on behalf of the Borrower continue to be so
authorized or setting forth the sample signatures of each of the officers and
agents of the Borrower authorized to execute and deliver this Amendment and all
other documents, agreements and certificates on behalf of the Borrower.

          (b) The amendment fee set forth in Paragraph 14 above.

          (c) Such other matters as the Lender may require.

     17. Representations and Warranties. The Borrower hereby represents and
warrants to the Lender as follows:

          (a) The Borrower has all requisite power and authority to execute this
Amendment and to perform all of its obligations hereunder, and this Amendment
has been duly executed and delivered by the Borrower and constitutes the legal,
valid and binding obligation of the Borrower, enforceable in accordance with its
terms.

          (b) The execution, delivery and performance by the Borrower of this
Amendment has been duly authorized by all necessary corporate action and do not
(1) require any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, (ii) violate any provision of any law, rule or regulation or of any
order, writ, injunction or decree presently in effect, having applicability to
the Borrower, or the articles of incorporation or by-laws of the Borrower, or
(iii) result in a breach of or constitute a default under any indenture or loan
or credit agreement or any other agreement, lease or instrument to which the
Borrower is a party or by which it or its properties may be bound or affected.

          (c) All of the representations and warranties contained in Article V
of the Credit Agreement are correct on and as of the date hereof as though
made on and as of such date, except to the extent that such representations and
warranties relate solely to an earlier date.

     18. References. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby; and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.

     19. No Other Waiver. The execution of this Amendment and any documents
related hereto shall not be deemed to be a waiver of any Default or Event of
Default under the Credit Agreement or breach, default or event of default under
any Security Document or other document held by the Lender, whether or not known
to the Lender and whether or not existing on the date of this Amendment.

     20. Costs and Expenses. The Borrower hereby reaffirms its agreement under
the Credit Agreement to pay or reimburse the Lender on demand for all costs and
expenses incurred by the Lender in connection with the Credit Agreement, the
Security Documents and all other documents contemplated thereby, including

                                      -16-

<PAGE>


without limitation all reasonable fees and disbursements of legal counsel.
Without limiting the generality of the foregoing, the Borrower specifically
agrees to pay all fees and disbursements of counsel to the Lender for the
services performed by such counsel in connection with the preparation of this
Amendment and the documents and instruments incidental hereto. The Borrower
hereby agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement, or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements, costs and expenses and the fee
required hereunder.

     21. Miscellaneous. This Amendment and the Acknowledgment and Agreement of
Guarantor may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same instrument.


                                      -17-


<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.




WELLS FARGO BUSINESS CREDIT,                SPECTRUM ORGANIC PRODUCTS,
INC.                                        Inc.



By:  /s/  Angelo Samperisi                  By:  /s/  Jethren P. Phillips
  ---------------------------                  -------------------------------
          Angelo Samperisi                            Jethren P. Phillips
          Vice President                              CEO/Chairman


                                      -18-


<PAGE>


                                    EXHIBIT A

                                   TERM NOTE C
$_______________                                            Pasadena, California
                                                                  October_, 2001

     For value received, the undersigned, SPECTRUM ORGANIC PRODUCTS, INC., a
California corporation (the "Borrower"), hereby promises to pay on the
Termination Date under the Credit Agreement (defined below), to the order of
WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"), at
its main office in Pasadena, California, or at any other place designated at any
time by the holder hereof;, in lawful money of the United States of America and
in immediately available funds, the principal sum of_________________
($_____________________) or, if less, the aggregate unpaid principal amount of
the Term Advance made by the Lender to the Borrower under the Credit Agreement
(defined below) together with interest on the principal amount hereunder
remaining unpaid from time to time, computed on the basis of the actual number
of days elapsed and a 360-day year, from the date hereof until this Note is
fully paid at the rate from time to time in effect under the Credit and Security
Agreement by and between the Lender and the Borrower, dated as of October 6,
1999 as amended by that certain First Amendment to Credit and Security Agreement
of even date herewith and as may hereafter be amended, supplemented or restated
from time to time (the "Credit Agreement"). The principal hereof and interest
accruing thereon shall be due and payable as provided ill the Credit Agreement.
This Note may be prepaid only in accordance with the Credit Agreement.

     This Note is issued pursuant, and is subject to the Credit Agreement, which
provides, among other things, for acceleration hereof. This Note is the Term
Note referred to in the Credit Agreement. This Note is secured, among other
things, pursuant to the Credit Agreement and the Security Documents as therein
defined, and may now or hereafter be secured by one or more other security
agreements, mortgages, deeds of trust, assignments or other instruments or
agreements.

     The Borrower hereby agrees to pay all costs of collection, including
attorneys' fees and legal expenses in the event this Note is not paid when due,
whether or not legal proceedings are commenced.

     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived. -

                                            SPECTRUM ORGANIC PRODUCTS, INC.,
                                            a California corporation


                                            By:  /s/_________________________
                                            Name:____________________________
                                            Title:___________________________


                                      -19-


<PAGE>


                                    EXHIBIT B

                                   Schedule 5.1 to Credit and Security Agreement

             TRADE NAMES, CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF
                     BUSINESS, AND LOCATIONS OF COLLATERAL

                                   Trade Names
                                   -----------
                   Cinagro
                   Napa Valley Springs Water
                   Spectrum Naturals
                   Spectrum Essentials
                   Community Mayonnaise
                   Veg-Omega3
                   Blue Banner
                   World Cuisine
                   Spectrum Spread

               Chief Executive Office/Principal Place of Business
               --------------------------------------------------
                   1304 South Point Boulevard
                   Suite 280
                   Petaluma, California 94954

                     Other Inventory and Equipment Locations

                                   Inventory
                                   ---------
                             [per attached Listing]

                                   Equipment
                                   ---------

1)   Organic Ingredients, Inc., 335 Spreckles Drive, Suite F, Aptos, California
     95003
2)   OI R&D Lab, 804 Estates Drive, Suite 200, Aptos, California 95003
3)   Spectrum Organic Products, Inc., 133 Copeland St., Petaluma CA 94952


                                      -20-


<PAGE>


                                   EXHIBIT C


                                  Schedule 5.4 to Credit and Security Agreement


                                  SUBSIDIARIES


                                      None


                                      -21-


<PAGE>
<TABLE>
<CAPTION>


                                   EXHIBIT D


                                   Schedule 7.1 to Credit and Security Agreement



                                PERMITTED LIENS


Creditor                 Collateral         Jurisdiction   Filing Date    Filing No.
--------                 ----------         ------------   -----------    ----------
<S>                      <C>                <C>            <C>            <C>
Safeco Credit Co., Inc   Leased Forklift    California     12/09/96       9634561027

Colonial Pacific         Leased Equipment   California     01/13/97       9701460821
Leaseing                 specified in UCC

Heritage Financial       Leased Equipment   California     10/14/97       9729360015
Services                 specified in UCC

Heritage Financial       Leased Equipment   California     02/05/98       9804260357
Services                 specified in UCC

Safeco Credit Co.        Leased Forklift    California     03/26/98       9808660068

Green Tree Vendor        Leased Telephone   California     09/30/99       9928060784
Services Corporation     System

Debora Phillips          Trans America      California
                         Insurance Policy
                         # 41880210


Spectrum Organic Products, Inc.
-------------------------------


Creditor                 Collateral         Jurisdiction   Filing Date    Filing No.
--------                 ----------         ------------   -----------    ----------
Trinity Capital          Leased Equipment   California     01/04/00       0001160618
Corporation              specified in UCC

GE Capital Colonial      Leased Equipment   California     03/28/01       0109360528
Pacific Leasing          specified in UCC

SFC Capital Group        Leased Equipment   California     10/03/00       0028861033
Corporation              specified in UCC



                                      -22-

</TABLE>
<PAGE>


                                   EXHIBIT E

                                   Schedule 7.2 to Credit and Security Agreement



                     PERMITTED INDEBTEDNESS AND GUARANTEES


     Indebtedness


Creditor          Original Amt.     Maturity Date  Monthly Payment   Collateral

John R.
Battendieri      $  102,243.47        10/01/01       $2,170.35          None

Joseph J. Stern  $  110,423.32        10/01/04       $2,343.99          None

Debora B.                                                            Term Life
Phillips         $1,621,716.00        03/20/04        Varies         Ins. Policy

Debora B.
Phillips         $  613,284.00        12/31/09        None              None

Dean
Nicholson        $  190,000.00        10/06/02       $4,374.14          None

Steve Reedy      $  265,000.00        10/06/05       $4,259.04          None

Douglas A.
Larson           $  105,000.00        12/31/03        Varies            None

Joanne M.
Gluck-IRA        $   26,250.00        12/31/03        Varies            None

Jordan
Widdes-IRA       $   26,250.00        12/31/03        Varies            None

Dean Rivet-
IRA              $   26,250.00        12/31/03        Varies            None

Mishawn
Nelson-IRA       $   26,250.00        12/31/03        Varies            None

Steven M.
Nelson           $   13,125.00        12/31/03        Varies            None

Mark Voss        $   13,125.00        12/31/03        Varies            None




     Guaranties

Primary Obligor            Amt & Desc. of Guarantee             Beneficiary
                                                                of Guaranty

                         Working capital guaranty, not      Sonoma Valley Bank
The Olive Press, LLC     to exceed $30,000 at any time          Sonoma, CA


                                      -23-