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                                                                    EXHIBIT 10.3

                            CHANGE IN TERMS AGREEMENT
                           (AGRICULTURAL SUPPLY, INC.)

        This Change in Terms Agreement ("Agreement") is made and entered into as
of March 21, 2001, by and between Agricultural Supply, Inc., a Delaware
corporation ("ASI"), Eco Soil Systems, Inc., a Nebraska corporation ("ESSI"),
Agricultural Supply de Mexico, S.A. de C.V. ("ASI Mexico"), Sistemas y Equipos
Agricolas, S.A. de C.V. ("Sistemas") and First National Bank, a national banking
association ("Lender"), and is made with reference to the facts set forth below.

                                    RECITALS

        A. ASI, ASI Mexico and Sistemas (sometimes collectively referred to
herein as "Borrower") are indebted to Lender, which indebtedness (the "Loan") is
evidenced by the following documents (collectively, the "Loan Documents"): (a) a
Loan Agreement dated as of June 30, 1999 (the "Loan Agreement"), executed by
Borrower and Lender, (b) a Promissory Note dated June 30, 1999, in the original
principal amount of $5,000,000, executed by ASI in favor of Lender (the "ASI
Domestic Note"), (c) a Promissory Note / Pagare dated July 28, 1999, in the
original principal amount of $5,000,000, executed by ASI, ASI Mexico and
Sistemas in favor of Lender (the "Original Foreign Note"), (d) Commercial
Guaranty dated June 30, 1999, executed by ESSI, Yuma Acquisition Sub, Inc., Agro
Mex, Inc. And Agro Mex International, Inc., as Guarantors, guaranteeing the
payment and performance of all of the obligations of ASI under the Loan
Documents, (e) Commercial Guaranty dated July 28, 1999, executed by ESSI, ASI,
Agro Mex, Inc. And Agro Mex International, Inc., as Guarantors, guaranteeing the
payment and performance of all of the obligations of ASI Mexico and Sistemas
under the Loan Documents, (f) Subordination Agreement dated as of June 30, 1999,
executed by ESSI in favor of Lender, and (g) various Pledge Agreements, Security
Agreements, UCC Financing Statements, Stock Assignments, Proxies and related
documents and instruments executed by ESSI, ASI, ASI Mexico and Sistemas in
connection with the Loan.

        B. The obligations of ASI under the ASI Domestic Note and the Loan
Documents were subsequently modified by: (a) that certain Change in Terms
Agreement dated November 15, 1999, and (b) that certain Change in Terms
Agreement dated June 1, 2000, in which, inter alia, ESSI granted to Lender a
security interest in certain items of equipment owned by ESSI, and Max Gelwix
and William B. Adams were added as Guarantors of the obligations of ASI under
the Loan Documents pursuant to a Commercial Guaranty of even date therewith. The
current unpaid principal balance of the ASI Domestic Note is $4,979,000 and
accrued and unpaid interest thereon is $96,592.84, exclusive of related late
charges also due and payable. The ASI Domestic Note is secured by liens on
certain personal property described in the Loan Documents, and the Commercial
Guaranties executed by ESSI, Yuma Acquisition Sub, Inc., Agro Mex, Inc., Agro
Mex International, Inc., Max Gelwix and William B. Adams as Guarantors with
respect to the obligations of ASI under the ASI Domestic Note, as amended,
remain in full force and effect.

        C. The obligations of ASI Mexico and Sistemas under the Original Foreign
Note and the Loan Documents were subsequently modified by: (a) that certain
Change in Terms Agreement dated November 15, 1999, at which time the Original
Foreign Note was cancelled and ASI Mexico and Sistemas executed a new Promissory
Note / Pagare dated November 15, 1999, in the principal amount of $3,500,000
(the "Amended Foreign Note"), and (b) that certain Change in Terms Agreement
dated June 1, 2000. The current unpaid principal balance of the Amended Foreign
Note is $236,000 and accrued



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and unpaid interest thereon is $10,941.42, exclusive of related late charges
also due and payable. The Amended Foreign Note is secured by liens on certain
personal property described in the Loan Documents, and the Commercial Guaranty
executed by ESSI, ASI, Agro Mex, Inc. And Agro Mex International, Inc., as
Guarantors with respect to the obligations of ASI Mexico and Sistemas under the
Amended Foreign Note, as amended, remains in full force and effect.

        D. Borrower and Lender now desire to further amend the Loan Documents to
waive, as of December 31, 2000, certain financial covenants to be satisfied by
Borrower and impose certain additional obligations upon Borrower and ESSI, all
as more fully set forth herein.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the above Recitals and the mutual
promises and agreements contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

        1. Borrower, ESSI and Lender acknowledge and agree that no further
amounts shall be advanced by Lender under either the ASI Domestic Note or the
Amended Foreign Note. Notwithstanding the foregoing, in the event of any
increase in the Domestic Borrowing Base (as such term is defined in the Loan
Agreement), ASI hereby authorizes Lender to utilize such increase to reduce the
unpaid principal balance of the Amended Foreign Note, or accrued and unpaid
interest thereon, and correspondingly increase the unpaid principal balance of
the ASI Domestic Note. Any decreases in the Domestic Borrowing Base or the
Foreign Borrowing Base (as such term is defined in the Loan Agreement) shall be
repaid by ASI, ASI Mexico or Sistemas, as applicable, in cash to Lender within
three (3) days' following Lender's demand therefor.

        2. Provided that: (a) ASI continues to make the debt service payments
due under the ASI Domestic Note in a timely manner, (b) ASI Mexico and Sistemas
continue to make the debt service payments due under the Amended Foreign Note in
a timely manner, (c) Borrower is not otherwise in default under any other terms
of the ASI Domestic Note, the Amended Foreign Note or the other Loan Documents,
this Agreement, documents related thereto or any other obligations of Borrower
or ESSI to Lender, (d) Lender receives a duly executed Intercreditor and
Subordination Agreement, executed by BH Capital Investments, L.P., for itself
and as agent, subordinating any and all claims it has against ESSI to the
obligations of ESSI under the Loan Documents, and containing such other terms
and conditions as may be requested by Lender, (e) ESSI and/or ASI obtains and
delivers to Lender all required UCC Termination Statements and other
documentation from Coast Business Credit, terminating any and all security
interests held by Coast Business credit in any of the assets of ASI or ESSI, and
provided: (i) Borrower is current and in compliance with the Loan Documents in
the delivery of financial statements and the financial and other information to
be submitted to Lender as provided herein, and (ii) Borrower has paid to Lender
an extension fee in the amount of $10,000 and has paid and reimbursed Lender for
its costs and expenses, including attorneys' fees, to be paid to Lender pursuant
to the terms of this Agreement and the other Loan Documents, the Maturity Date
of the ASI Domestic Note and the Amended Foreign Note (collectively, the
"Notes") shall be extended to March 30, 2001. The unpaid principal balances of
the Notes shall continue to bear interest at a rate per annum equal to the First
National Bank Prime Rate plus one and one-half percent (1.5%).



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        3. Provided that Borrower complies with the conditions set forth in
Section 1 above, Lender hereby waives the requirement that ASI comply with the
financial covenants and ratios set forth in that Section of the Loan Agreement
captioned "Financial Covenants and Ratios," as of December 31, 2000.

        4. As further consideration for the accommodation of Lender set forth
herein, Borrower and ESSI agree that: (a) ESSI shall grant to Lender a first
priority security interest in all of the accounts receivable, equipment and
inventory of ESSI. Such security interests shall be granted pursuant to the
terms of a Pledge and Security Agreement to be executed by ESSI and Lender. ESSI
further agrees to execute any and all additional documents or instruments,
including, without limitation, UCC Financing Statements, requested by Lender to
evidence and/or perfect such security interests, and (b) Borrower shall make no
debt service payments to any subordinate creditor of Borrower, including ESSI,
BH Capital Investments, L.P. (for itself and as agent), Albion Alliance
Mezzanine Fund, L.P. and Paribas Capital Funding, LLC (excluding payments to
Borrower's trade creditors and vendors in the ordinary course of Borrower's
business), without Lender's prior written consent.

        5. Borrower and ESSI shall continue to provide financial statements in
the form and at the times required under the terms of the Loan Documents. ASI
will continue to provide: (a) Weekly Borrowing Base Certificates on each Monday
for the Domestic Line portion of the Loan, and (b) monthly Foreign Borrowing
Base Certificates for the Foreign Line portion of the Loan.

        6. Borrower and ESSI hereby represent, warrant and certify to Lender
that each of the acknowledgments, representations and warranties to Lender given
to induce Lender to enter into this Agreement is true and correct as of the date
hereof.

        7. In consideration of Lender's agreement to enter into this Agreement,
Borrower and ESSI hereby further acknowledge and agree as follows:

               (a) for themselves and their successors and assigns, they hereby
absolutely and irrevocably waive, release, and forever discharge Lender, and its
respective officers, shareholders, directors, agents, servants, contractors,
employees, parent and subsidiary corporations, and predecessors-in-interest
(collectively, the "Released Parties") from any and all claims, rights, demands,
actions, suits, causes of action, damage, counterclaims, defenses, losses,
costs, obligations, liabilities, and expenses of every kind or nature, known or
unknown, suspected or unsuspected, fixed or contingent, foreseen or unforeseen,
arising out of or relating directly or indirectly to any circumstances or state
of facts pertaining to the Notes, the Loan Documents or this Agreement
(collectively, "Claims"), up to and as of the date hereof, including claims
related to the actions of Lender in administering the Notes or negotiating the
Loan Documents or this Agreement and claims of lender liability, fraud, duress,
illegality, usury, waiver, bad faith, interference in the business of any person
or any non-performance of any agreement or obligation related thereto, or any
statements, representations, acts or omissions, intentional, willful, negligent,
or innocent, by any of the Released Parties in any way connected with, relating
to, or affecting, directly or indirectly, the Notes, the Loan Documents or this
Agreement; provided, however, that the foregoing shall not constitute a release
of Borrower's or ESSI's obligations under this Agreement.

               (b) they have not relied upon any representation of any kind made
by Lender in making the release set forth above, except as expressly set forth
in this Agreement.



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               (c) they acknowledge that they may have claims against Lender of
which they have no knowledge at the time of the execution of this Agreement.
Borrower and ESSI agree that the waivers and releases in this Section are
specifically intended to and do extend to claims, demands or causes of actions
of which Borrower and ESSI have no knowledge. As to all Claims, Borrower and
ESSI specifically waive the benefit of the provisions of Section 1542 of the
California Civil Code, which provides as follows:

               "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
               DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
               EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
               AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

Borrower and ESSI hereby waive the provisions of Section 1542 of the California
Civil Code and the provisions of any similar laws. Borrower and ESSI realize and
acknowledge that factual matters now unknown to them may have given or hereafter
give rise to Claims which are presently unknown, unanticipated, and unsuspected,
and the release provided hereunder has been negotiated and agreed upon in light
of that realization.

               (d) Borrower and ESSI represent and warrant that they have not
heretofore assigned, or transferred, or purported to assign or to transfer, to
any person or entity (other than Lender), any Claim released hereunder or any
portion thereof or interest therein, and Borrower and ESSI agree to indemnify,
defend, and hold the Released Parties harmless from and against any and all such
Claims based on or arising out of any such assignment or transfer or purported
assignment or transfer.

               (e) It is understood and agreed that this Section shall not be
deemed or construed as an admission by Lender of liability of any nature
whatsoever arising from or related to the subject matter of this Section.

               (f) The provisions, waivers and releases set forth in this
Section are binding upon Borrower, ESSI and their respective agents, employees,
representatives, officers, directors, general partners, limited partners, joint
venturers, affiliates, assigns, heirs, successors in interest and shareholders.

               (g) Borrower and ESSI agree that if they hereafter commence, join
in, or in any manner seek relief through any suit arising out of, based upon, or
relating to any of the Claims or in any manner asserts against such Released
Parties, or any of them, any of the Claims, then they will pay to such Released
Parties, and each of them, in addition to any other damages caused to such
Released Parties thereby, all attorneys' fees incurred by such Released Parties
in defending or otherwise responding to said suit or claim.

               (h) The provisions of this Section shall survive payment in full
of the Notes, termination of this Agreement, and full performance of all the
terms of this Agreement and the other Loan Documents.

        8. Miscellaneous



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               (a) Each of the parties hereto agrees to execute all documents
and instruments and to take all other actions as may specifically be provided
for herein or as may be required in order to consummate the purposes of this
Agreement. Each party hereto shall diligently and in good faith pursue the
satisfaction of all conditions and contingencies to be satisfied by it in this
Agreement.

               (b) Except as specifically set forth herein, no third party shall
be benefitted by any of the provisions of this Agreement, nor shall any such
third party have the right to rely in any manner upon any of the terms hereof,
and none of the covenants, representations, warranties or agreements herein
contained shall run in favor of any third party not specifically referenced
herein.

               (c) Nothing in this Agreement shall constitute a waiver by Lender
of rights or remedies with respect to any default or Event of Default under the
Notes or any of the other Loan Documents. Lender has no obligation, and has made
no commitment, to modify or extend any term of the Notes or the other Loan
Documents, to waive any default or Event of Default, or to forbear from
exercising its remedies under the Notes or the Loan Documents, except as
expressly set forth in this Agreement. Borrower's and ESSI's obligations
hereunder shall continue to be secured by the Loan Documents.

               (d) The parties hereby irrevocably waive their respective rights
to a jury trial of any claim or cause of action based upon or arising out of
this Agreement, the Notes or the Loan Documents. [INITIAL HERE W.B.A.] This
waiver shall apply to any subsequent amendments, renewals, supplements, or
modifications to this Agreement. In the event of litigation, this Agreement may
be filed as a written consent to a trial by a court.

               (e) Time is of the essence for the performance of all obligations
and the satisfaction of all conditions of this Agreement. The parties intend
that all time periods specified in this Agreement shall be strictly applied,
without any extension (whether or not material) unless specifically agreed to in
writing by all parties.

               (f) Borrower and ESSI agree to reimburse and pay to Lender, on
demand, all costs and expenses which Lender has or may incur as a result of or
in connection with this Agreement, including without limitation attorneys' fees
and costs incurred by Lender in connection with legal advice received by Lender.
Attorneys' fees and costs in connection with the preparation of this Agreement
in the amount of approximately $2,142 shall be payable concurrently herewith,
and Borrower and ESSI acknowledge and agrees that such fees and costs are
reasonable. In addition, the prevailing party in any litigation or dispute over
rights, remedies or duties arising under this Agreement shall be entitled to
recover, in addition to other appropriate relief, its reasonable costs and
expenses, including, without limitation, attorneys' fees and court costs. Such
entitlement shall include costs and expenses incurred in the collection of any
judgment or settlement.

               (g) This Agreement, and the other documents executed concurrently
herewith, contain or expressly incorporate by reference the entire agreement of
the parties with respect to the matters contemplated herein and supersede all
prior negotiations. Any Exhibits attached hereto and referenced herein are
hereby incorporated into this Agreement.



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               (h) This Agreement may be executed in counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and
the same instrument. However, this Agreement shall not be binding on Lender
until all parties have executed it.

               (i) This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of California. In any action
brought under or arising out of this Agreement, the parties consent to the
jurisdiction of any competent Court within the State of California, consent to
service of process by any means authorized by California law, and agree that
venue shall be proper in San Diego County, California.

               (j) Except as expressly modified by this Agreement and the
documents contemplated hereby, no other changes to the Notes or the Loan
Documents are being made and all provisions of the Notes and the Loan Documents
shall remain in full force and effect.

               (k) The relationship between Lender, ESSI and Borrower is that of
a lender and a borrower and not as partners or joint venturers. Lender owes no
fiduciary duty to Borrower or ESSI.

               (l) The terms of this Agreement shall be binding upon and inure
to the benefit of the heirs, successors and assigns of the parties to this
Agreement.

               (m) The parties acknowledge that each party and its counsel have
reviewed this Agreement and the documents executed in connection herewith. The
parties agree that the rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any documents executed in connection
herewith.

               (n) If any provision of this Agreement or any of the Loan
Documents shall be determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable, that portion shall be deemed severed
therefrom and the remaining parts shall remain in full force as though the
invalid, illegal or unenforceable portion had never been a part thereof.

        IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.

ESSI:

Eco Soil Systems, Inc.,
a Nebraska corporation

By:  \s\ William B. Adams
    ---------------------------

ASI:

Agricultural Supply, Inc.,
a Delaware corporation

By:  \s\ William B. Adams
   ----------------------------

ASI Mexico:



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Agricultural Supply de Mexico, S.A. de C.V.

By:  \s\ William B. Adams
    ----------------------------


Sistemas:

Sistemas y Equipos Agricolas, S.A. de C.V.

By:  \s\ William B. Adams
    ----------------------------

Lender:

First National Bank,
a national banking association

By:  \s\ David S. Walters
    ---------------------------



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                            REAFFIRMATION OF GUARANTY
                           (AGRICULTURAL SUPPLY, INC.)

        The undersigned, as Guarantors of the obligations of Agricultural
Supply, Inc. ("ASI") under the Loan Documents, hereby: (a) consent to and
approve of the execution of this Change in Terms Agreement by ASI and Lender,
and (b) reaffirm to Lender all of their respective obligations and agreements
under the Commercial Guaranty dated June 30, 1999.

Date: March  21, 2001

Eco Soil Systems, Inc.,
a Nebraska corporation

By: \s\ William B. Adams
   ----------------------------

Yuma Acquisition Sub, Inc.,
a _________________ corporation

By: \s\ William B. Adams
   ----------------------------

Agro Mex, Inc.,
a _____________ corporation

By: \s\ William B. Adams
   ----------------------------

Agro Mex International, Inc.,
a ________________ corporation

By: \s\ William B. Adams
   ----------------------------

\s\ Max Gelwix
------------------
Max Gelwix

 \s\ William B. Adams
---------------------
William B. Adams



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                            REAFFIRMATION OF GUARANTY
                  (AGRICULTURAL SUPPLY DE MEXICO, S.A. DE C.V.
                 AND SISTEMAS Y EQUIPOS AGRICOLAS, S.A. DE C.V.)

        The undersigned, as Guarantors of the obligations of Agricultural Supply
de Mexico, S.A. de C.V. ("ASI Mexico") and Sistemas y Equipos Agricolas, S.A. de
C.V. ("Sistemas") under the Loan Documents, hereby: (a) consent to and approve
of the execution of this Change in Terms Agreement by ASI Mexico, Sistemas and
Lender, and (b) reaffirm to Lender all of their respective obligations and
agreements under the Commercial Guaranty dated ___________________, 1999.

Date: March __, 2001

Eco Soil Systems, Inc.,
a Nebraska corporation

By: __________________________

Agricultural Supply, Inc.,
a Delaware  corporation

By: __________________________

Agro Mex, Inc.,
a _____________ corporation

By: __________________________

Agro Mex International, Inc.,
a ________________ corporation


By: __________________________



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