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                                                                    EXHIBIT 10.4

                               AMENDMENT NO. 1 TO
                            STOCK PURCHASE AGREEMENT

        Reference is made to that certain Stock Purchase Agreement, dated as of
February 11, 2000 (the "Agreement"), by and among Odwalla, Inc., a California
corporation (the "Company"), and U.S. Equity Partners, L.P., a Delaware limited
partnership, and Catterton-Simon Partners, L.P., a Delaware limited partnership
(each, an "Investor" and collectively, the "Investors").

                                           RECITAL

        A.      Pursuant to the terms and conditions of the Agreement, the
                Company has agreed to issue to the Investors, and the Investors
                have collectively agreed to purchase from the Company, nine
                hundred sixty thousand seven hundred sixty nine (960,769) shares
                of the Common Stock of the Company.

        B.      Pursuant to Section 9.8 of the Agreement, the Agreement may only
                be amended with the consent of the Company and the Investors,
                and it is the intent of the Company and the Investors to amend
                the Agreement as set forth in this Amendment No. 1.

                                    AGREEMENT

        The Company and the Investors, intending to be legally bound, hereby
amend the Agreement as follows:


1.   SECTION 2.2    CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE INVESTORS.


               Section 2.2(g) of the Agreement shall be amended and restated in
its entirety to read as follows:


               all of the material terms and conditions contained in the Merger
               Agreement as of the date of this Agreement shall have been
               complied with or satisfied, as the case may be, by the applicable
               party thereto; except, with the consent of each Investor, as the
               case may be (such consent not to be unreasonably withheld), to
               the extent (i) any change in the material terms and conditions
               contained in the Merger Agreement as of the date of this
               Agreement benefit the Company, or (ii) the waiver or
               non-satisfaction of a condition contained in the Merger Agreement
               is for the benefit of the Company.



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2.      SECTION 9.2          FEES AND EXPENSES.


               Section 9.2 of the Agreement shall be amended and restated in its
entirety to read as follows:


               The Company shall bear and pay the reasonable costs and expenses
               with respect to the negotiation, execution and delivery of this
               Agreement and in connection with the Transactions.

3.      SECTION 9.9          NOTICES.


               Section 9.9 of the Agreement shall be amended to include the
following:


               if to BancBoston Investments, Inc.:

                      BancBoston Investments Inc.
                      175 Federal Street, 10th Floor
                      Boston, Massachusetts 02110
                      Attention:  Mark H. DeBlois
                      Telecopier: (617) 434-1153

                      with a copy to:

                      Bingham Dana LLP
                      150 Federal Street
                      Boston, Massachusetts 02110
                      Attention: Robert M. Wolf, Esq.
                      Telecopier: (617) 951-8736











              [The remainder of this page intentionally left blank]



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4.      SCHEDULE 1           SCHEDULE OF INVESTORS

        Schedule 1 shall be amended and restated in its entirety to read as
follows:



<TABLE>
<CAPTION>
    INVESTOR                        NUMBER OF SHARES OF STOCK             PURCHASE PRICE
    <S>                             <C>                                   <C>
    U.S. Equity Partners, L.P.           601,667                          $3,757,410

    U.S. Equity Partners                 162,945                          $1,017,590
    (Offshore), L.P.

    Catterton Simon Partners,            160,128                          $1,000,000
    L.P.

    BancBoston Investments, Inc.         36,029                           $225,000

    TOTAL:                               960,769                          $6,000,000
</TABLE>


5.      GENERAL.

        By executing this Amendment No. 1, each of U.S. Equity Partners
(Offshore), L.P., a Cayman Islands limited partnership, and BancBoston
Investments, Inc., a Massachusetts corporation, agree to become a party to and
be bound by the terms of the Agreement, as amended by this Amendment No. 1.

        The terms of this Amendment No. 1 shall prevail over any conflicting
provisions of the Agreement, but both instruments shall otherwise be constituted
and interpreted as a single integrated agreement. The Agreement remains in full
force and effect, in accordance with its terms as amended hereby.

        This Amendment No. 1 may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.



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               IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT NO. 1 as of April 25, 2000.



COMPANY:                                  ODWALLA, INC.,
                                          a California corporation

                                          By:___________________________________
                                               Name: D. Stephen C. Williamson
                                               Title:  Chief Executive Officer





INVESTOR:                                 U.S. EQUITY PARTNERS, L.P.,
                                          a Delaware limited partnership

                                          By:___________________________________
                                               Name:  Ellis B. Jones
                                               Title:    Managing Director




INVESTOR:                                 U.S. EQUITY PARTNERS (OFFSHORE), L.P.,
                                          a Cayman Islands limited partnership

                                          By:___________________________________
                                               Name:
                                               Title:



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INVESTOR:                                 CATTERTON-SIMON PARTNERS III, L.P.,
                                          a Delaware limited partnership

                                          By:___________________________________
                                               Name:  Craig Sakin
                                               Title:    Authorized Person

INVESTOR                                  BANCBOSTON INVESTMENTS, INC.,
                                          a Massachusetts corporation

                                          By:___________________________________
                                               Name:
                                               Title:



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