Exhibit 10.54

                         Spectrum Organic Products, Inc.

                          STANDARDS OF BUSINESS ETHICS

INTRODUCTION
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Spectrum Organic Products, Inc. ("Spectrum" or the "Company") is a proven leader
in the natural products industry in several categories and has maintained a
long-term commitment to professional conduct and high ethical standards. The
integrity of our employees (hereinafter referred to as "associates") and the
intent of the Company that all its actions be based upon sound ethical
principles have been a cornerstone of the Company's philosophy. Because we are
comprised of diverse individuals and because we have associates working in
multiple locations, the Company has created the following Standards of Business
Ethics (the "Standards") to provide a clear understanding of the ethical
principles by which we will operate the Company:

1.   To comply in all material respects with all laws and regulations applicable
     to our business and to maintain the highest standards of ethical conduct in
     the operation of our business and in our dealings with associates,
     customers and competitors;

2.   To treat all applicants and associates with dignity and respect and to
     provide equal employment opportunities, based on bona fide job
     qualifications, without regard to race, color, religion, national origin,
     gender, sexual orientation, age, physical or mental disability, marital
     status, family care status, or veteran status; recognizing that the Company
     is made up of individuals - each of whom has different capabilities and
     potentials - all of which are necessary for the success of the Company;

3.   To take prompt action to address associate questions, concerns, or
     complaints regarding unsafe work conditions, discrimination, or any other
     matter involving the terms and conditions of their employment, and to
     provide associates with information relative to the process of voicing
     questions or concerns;

4.   To continually plan for the future so that we can shape our destiny instead
     of letting events overtake us; making all decisions in light of what is
     right for the good of the whole company, rather than what is expedient in a
     given situation;

5.   To recognize that our customers, suppliers, associates, shareholders and
     the communities that we serve are the reason for our existence and that we
     maintain a focus on all of our constituencies as we run our business in an
     ethical and forthright manner; and

6.   To use the highest ethical standards to guide our business dealings to
     ensure that we are always proud to represent the Company and to discharge
     the responsibilities of corporate and individual citizenship in a manner
     that earns the respect of our industry and the community.

As individuals and as a corporate entity, we must endeavor to uphold these
standards so that we are respected as individuals and as an organization. It is
important that these high standards be observed in all contacts made by our
associates with customers, suppliers and the general public, as well as with
fellow associates.

Associates of the Company have a responsibility to always act in the best
interests of the Company. Associates must maintain the highest degree of
integrity to ensure the Company's ability to conduct its business at the same
high level. Specifically, associates have an obligation to avoid any
involvements, where the possibility of some private or personal advantage or
gain could produce a conflict between self-interest and the interest of the
Company.

In an effort to inform all Spectrum associates of Company policy with regards to
business ethics, the Company has created the following guidelines to ensure a
full understanding of the Company's standards of business ethics. These
guidelines are not in lieu of any laws or regulations that pertain to certain
activities the Company is involved in. Spectrum requires compliance in all
material respects with all applicable laws and regulations everywhere that the
Company does business.

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I.   CONFLICTS OF INTEREST

     Associates of Spectrum should avoid situations where their personal
     interests may conflict with the interests of the Company. Conflicts of
     interest arise where an individual's position or responsibilities with the
     Company present an opportunity for personal gain apart from the normal
     rewards of employment. They also arise where an associate's personal
     interests are inconsistent with those of the Company and create conflicting
     loyalties. Such conflicting loyalties may cause an associate to compromise
     their responsibilities to the Company for personal gain.

     As it is not possible to detail every situation where conflicts of
     interests may arise, the Company has developed a specific policy with
     regard to Insider Trading, Gifts and Confidentiality.

     The following policies cover some of the areas that have a significant
     potential for conflict:

     A. Speculation in Spectrum Securities and Misuse of Inside Information

        1.      Associates who know of any material fact about the Company that
                has not been disclosed to the public (commonly known as "insider
                information"), are prohibited by law from taking advantage of
                any purchaser or seller of the Company's securities who is not
                privy to such information. Associates may not engage in any
                transaction in the Company's securities based upon such
                information until such information is disclosed to the public.
                In addition, associates may not provide insider information to
                others. Misuse of insider information may result in civil and
                criminal penalties.

                Generally a material fact is one that a prudent investor would
                consider important in reaching a decision to buy or sell the
                security involved. Examples of material facts are: knowledge of
                significant new products or discoveries, unexpected changes in
                sales or earnings figures, major contracts and plans for stock
                splits, acquisitions or mergers.

                Restrictions discussed in this Section also apply to insider
                information relating to the Company's customers and suppliers.

                Associates who have questions regarding the sale or purchase of
                the Company securities under circumstances where these laws and
                regulations might apply should consult with the Company's Chief
                Financial Officer.

                All associates will receive a separate document regarding the
                Company's insider trading policy.

        2.      Associates should not disclose data or information of a
                confidential nature concerning the Company or its products to
                anyone not employed by the Company, except where such
                information is disclosed in the course of an associate's normal
                business activities and the Company has obtained from the
                recipient a written undertaking to protect such confidential
                information from misuse or unauthorized disclosure. Disclosure
                of confidential information can be harmful to the Company and
                could be the basis for legal action against both the Company and
                the associate disclosing the information.

        3.      An associate should not acquire any interest in real estate or
                in any business, which he knows the Company to be interested in
                acquiring.

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        B. Personal Financial Interest

           Each associate should avoid any outside financial interest that might
           influence his decisions or actions as a Company employee. Such
           outside interest could include, among other things:

           1.         A personal or family interest in an enterprise that has
                      business relations with the Company, either as a customer
                      or a supplier, if such financial interest represents a
                      material part of the associate's net worth or income.

           2.         An investment in another business that competes with the
                      Company, if the investment represents a material part of
                      the income or net worth of the associate. Investment in a
                      mutual fund or similar passive investment entity, which in
                      turn maintains an investment in another business that
                      competes with the Company, is allowed so long as the
                      Associate has no management control over the passive
                      entity.

     C.   Outside Activities

          Associates should avoid outside employment or activities that would
          impair effective performance of their responsibilities to the Company,
          either because of excessive demands on their time or because of the
          nature of the employment or activity. Any Associate who desires to
          practice the trade or profession for which he was hired by the Company
          outside the scope of his Company employment must obtain prior written
          approval from the Company's Chief Executive Officer.


II.  COMPETITIVE PRACTICES

     The Company believes that fair competition is fundamental to the
     continuation of the free enterprise system.

     A.   Fair Competition

          Our policy is to provide the best possible products to our customers
          and to sell on the merits of our own products - not by disparaging
          competitors or their products.

          Disparaging remarks include not only false statements, but also
          information that is misleading or simply unfair. Even factually
          correct material can be disparaging, if it is derogatory and
          irrelevant to the particular sales situation. This includes casting
          doubt on a competitor's capabilities or making unfair comparisons, up
          to and including, the use of subtle hints or innuendoes in this
          regard.

     B.   Competitive Intelligence

          No associate may attempt, through improper means, to acquire a
          competitor's trade secrets or other proprietary or confidential
          information. This includes lists of customers or information about
          company facilities, capacities, technical developments or operations.
          Such improper means include, among other things, industrial espionage,
          hiring competitors' employees with the sole objective of obtaining
          confidential information, urging competitive personnel or customers to
          disclose confidential information or any other approach that is not
          open and above board.

          Confidential information may be obtained only if its owner clearly
          consents to its disclosure and if the Company's receipt of this
          information has been properly approved.

     C.   Competitive Agreements

          The Company will not enter into arrangements that restrict its ability
          to compete with other businesses or the ability of any other business
          organization to compete fairly with the Company.

          No associate may enter into or discuss any arrangement or
          understanding with a third party that restricts the Company's pricing
          policies, terms upon which its products may be sold to others, the
          number and type of products manufactured or sold, or that which might
          in any way be construed as dividing customers or sales territories
          with a competitor.

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III. CONFIDENTIALITY OF COMPANY MATERIAL

     Associates may, in the course of their employment, come into contact with
     customer lists, electronic data and other information regarding the
     Company's pricing, operations and business that is of a confidential and
     proprietary nature not readily available to competition, outside parties or
     the general public. Associates have an obligation to maintain such
     information in strict confidence both during and after employment with the
     Company. Likewise, all equipment, notebooks, documents, files, books and
     other materials, which the associate may prepare, use or possess during the
     course of his employment, are property of the Company and may not be taken
     or used after employment terminates.


IV.  DEALINGS WITH SUPPLIERS

     The Company is a valuable customer for many suppliers. People who want to
     do business or continue to do business with the Company must understand
     that all purchases by the Company will be made exclusively on the basis of
     price, quality, service and suitability to the Company's needs.

     A.   Reciprocity

          Reciprocity is a harmful practice and a hindrance to assuring purchase
          of the best available materials or services at the lowest possible
          prices. A supplier of goods or services to the Company will not be
          asked to buy goods and services from the Company in order to become or
          to continue as a supplier.

          Associates should not attempt to influence the Company's suppliers to
          purchase goods or services from the Company or from any customer of
          the Company in order to get its business. In arriving at purchasing
          decisions, associates should not favor firms who are customers of the
          Company.

     B.   "Kickbacks" and Rebates

          Company purchases of goods or services must not lead to the Company's
          associates or their families receiving personal kickbacks or rebates.
          Associates or their families must not accept any form of undisclosed
          payment or favor.

     C.   Receipt of Gifts and Entertainment

          Even when gifts and entertainment are exchanged out of the purest
          motives of personal friendship, they may be misunderstood. They may
          appear as attempts to bribe an associate to direct the Company's
          business to a particular supplier. To avoid both the reality and the
          appearance of improper relations with suppliers or potential
          suppliers, the following standards apply to the receipt of gifts or
          entertainment by Company associates:

          1.   Gifts

               Associates may not solicit gifts, gratuities or any other
               personal benefit or favor of any kind from any supplier or
               potential supplier. Gifts include not only merchandise and
               products, but they also include personal services, theater
               tickets and tickets to sporting events. Associates may not accept
               gifts of money.

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               Associates may accept unsolicited non-money gifts provided:

               (a)  they are items of nominal intrinsic value - $100 or less, or

               (b)  they are advertising or promotional materials, clearly
                    marked with company or brand names.

               The Chief Executive Officer or Chief Financial Officer should be
               consulted where gifts of more than $100 in value are offered to
               any associate by a company with which Spectrum does business.

          2.   Entertainment

               Associates should not encourage or solicit entertainment from any
               individual or company with which Spectrum does business.
               Entertainment includes, but is not limited to, activities such as
               dinner parties, theater parties, or sporting events.

               From time to time, associates may accept unsolicited
               entertainment, but only under the following conditions:

               (a)  The entertainment occurs infrequently;

               (b)  It involves reasonable, not lavish, expenditures; and

               (c)  The entertainment takes place in settings that are
                    appropriate and fitting to associates and their hosts.

          3.   "Reasonableness" of gifts and or entertainment shall be defined
               by the value of such gifts and/or entertainment. Gifts of more
               than $100 in value, entertainment that exceeds "usual"
               hospitality or common courtesies usually associated with accepted
               business practice, shall be considered unreasonable and therefore
               not acceptable.


V.   DEALINGS WITH CUSTOMERS, SUPPLIERS, POTENTIAL CUSTOMERS & SUPPLIERS

     Associates should deal with customers, suppliers, and potential customers
     or suppliers honestly and fairly. Bribes, kickbacks, under-the-table
     payments or other improper favors to customers, suppliers or their
     representatives are not to be given or accepted. There should be no strings
     attached to doing business with the Company.


VI.  DEALINGS WITH PUBLIC OFFICIALS

     Laws and regulations require certain associates to be in contact with
     public officials on a wide variety of matters. Associates with these
     contacts have a special responsibility to uphold the Company's reputation.
     No associate shall make any form of payment, direct or indirect, to any
     public official as inducement to having a law or regulation enacted or
     defeated.

     From time to time, associates may entertain public officials, but only
     under the following circumstances:

     1.   The entertainment is not solicited by the public official;

     2.   The entertainment occurs infrequently;

     3.   It does not involve lavish expenditures; and

     4.   The setting and type of entertainment is appropriate and fitting to
          our associates and the public official.


VII. APPLICATION OF THE FOREIGN CORRUPT PRACTICES ACT

     The Company requires full compliance with the Foreign Corrupt Practices Act
     (FCPA) by all of its associates, consultants, agents, distributors, and
     resellers. The anti-bribery and corrupt payment provisions of the FCPA make
     illegal any corrupt offer, payment, promise to pay, or authorization to pay
     any money, gift, or anything of value to any foreign official, or any
     foreign political party, candidate or official, for the purpose of:

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          1.   Influencing any act, or failure to act, in the official capacity
               of that foreign official or party

          2.   Inducing the foreign official or party to use influence to affect
               a decision of a foreign government or agency, in order to obtain
               or retain business for anyone, or direct business to anyone.

          All Spectrum associates are responsible for FCPA compliance and the
          procedures to ensure FCPA compliance. All managers and supervisory
          personnel are expected to monitor continued compliance with the FCPA
          to ensure compliance with the highest moral, ethical and professional
          standards of the Company.


VIII.     POLITICAL ACTIVITIES AND CONTRIBUTIONS

          No assets of the Company--including associate's work time, use of
          company premises, use of company equipment, or direct monetary
          payments--may be contributed to any political candidate, political
          actions committees (a.k.a. "PACs"), or political party without the
          express written permission of the Chairman of the Board or Chief
          Executive Officer. Of course, associates may participate in any
          political activities of their choice on an individual basis, with
          their own money and on their own time.


IX.       INTEGRITY OF RECORDS AND FINANCIAL REPORTS

          The integrity of the Company's record keeping and reporting systems
          shall be maintained at all times. Associates are forbidden to use,
          authorize, or condone the use of "off-the-books" bookkeeping, secret
          accounts, unrecorded bank accounts, slush funds, falsified books or
          any other devices that could be utilized to distort records or reports
          of the Company's true operating results and financial condition.


 X.       USE OF AGENTS AND NON-EMPLOYEES

          Associates shall not use agents or others to circumvent the law or to
          engage in practices that run contrary to the Company's Standards of
          Business Ethics.


XI.       CONTINUANCE OF EXISTING PERSONNEL POLICIES, RULES AND PERFORMANCE
          STANDARDS

          The Company has personnel policies, rules and standards for associate
          performance that continue in force. These Standards of Business Ethics
          are intended to supplement and amplify those established personnel
          policies, guidelines and standards. The Company is committed to
          building an environment of mutual respect that promotes teamwork
          through honesty, fairness and decency. Our workplace is highly
          challenging and demands a strong commitment to excellence.

          A.   The best team is also a diverse team. Recruitment and retention
               of a diverse associate workforce allows the Company to tap into
               the vast resources that all associates can offer. Our ability to
               manage our own diversity and to respond to a diverse marketplace
               is vital to the success and future of our business. Valuing the
               differences that each associate brings to our workplace allows
               associates to produce their best work for themselves, for our
               customers and for our shareholders.

               Spectrum fully supports equal opportunity in all facets of its
               business. Discrimination of any kind will not be tolerated. No
               associate, applicant for employment or customer will be treated
               in a discriminatory manner because of his or her race, color,
               religion, national origin, gender, sexual orientation, age,
               physical or mental disability, family care status, marital status
               or veteran status.

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          B.   The Company is committed to providing a workplace that is safe
               and healthy. Harassment of associates for any reason, including
               sexual harassment will not be tolerated. Not only is it against
               the law, but it also devalues its victims, decreases productivity
               and damages morale.

               Any Spectrum associate who feels he or she has been discriminated
               against or harassed, or feels he or she has witnessed such
               action, should promptly report the incident to his or her manager
               or the Human Resources Manager. Managers shall take immediate
               action once a complaint has been made known to them and shall
               work with the human resources department to investigate and
               address all complaints.

               Appropriate, prompt, corrective and disciplinary action will be
               taken, if improper conduct has occurred.


XII.      STANDARDS COMPLIANCE

          A.   Initial Distribution

               1.   Current associates designated to receive these Standards of
                    Business Ethics will receive their copies immediately after
                    publication.

               2.   Future associates designated to receive these Standards of
                    Business Ethics will receive their copies at the time of
                    hire.

          B.   Acknowledgement

               Each designated associate will:

               1.   Become thoroughly familiar with the Standards.

               2.   Resolve any doubts or questions about the Standards with his
                    or her manager.

               3.   Inform his or her manager of any existing holdings or
                    activities that might be or may appear to be at variance
                    with the Standards.

               4.   Prepare a written disclosure of such information upon
                    request of his or her manager.

               5.   Upon request of his or her manager, correct any variance
                    with these Standards to bring holdings and activities into
                    full compliance.

               6.   Sign the verification and turn it in to his or her manager,
                    who will make it a part of the associate's permanent
                    employment records.

          C.   Maintaining Compliance

               1.   Each associate shall read and develop an understanding of
                    the Standards and shall abide by them.

               2.   Managers will develop awareness on the part of their
                    associates of the importance of adhering to the Standards.

               3.   Designated associates will annually acknowledge in writing
                    their understanding of the Standards and their compliance
                    with them.

               4.   Associates will inform their managers of any situation or
                    activity that might be, or appears to be, at variance with
                    the Standards.

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          D.   Audit of Compliance

               Regular audits of the Company may include procedures to test
               compliance with the Standards of Business Ethics.


XIII.     SPECIAL ETHICS OBLIGATIONS FOR ASSOCIATES WITH FINANCIAL REPORTING
          RESPONSIBILITIES

          As a public company, it is of critical importance that Spectrum's
          filings with the Securities and Exchange Commission be accurate and
          timely. Depending on their position with the Company, associates may
          be called upon to provide information to assure that the Company's
          public reports are complete, fair and understandable. Spectrum expects
          all of its personnel to take this responsibility very seriously and to
          provide prompt and accurate answers to inquiries related to the
          Company's public disclosure requirements.

          The Finance Department bears a special responsibility for promoting
          integrity throughout the organization, with responsibilities to
          stakeholders both inside and outside of the Company. The Chief
          Executive Officer, Chief Financial Officer and the Finance Department
          personnel have a special role both to adhere to these principles
          themselves and also to ensure that a culture exists throughout the
          Company as a whole that ensures the fair and timely reporting of
          Spectrum's financial results and condition.

          Because of this special role, the Chief Executive Officer, Chief
          Financial Officer and all the members of Spectrum's Finance Department
          are bound by the following Financial Officer Code of Ethics, and by
          accepting the Code of Ethics, each agrees that he or she will:

          1.   Act with honesty and integrity, avoiding actual or apparent
               conflicts of interest in personal and professional relationships.

          2.   Provide information that is accurate, complete, objective,
               relevant, timely and understandable to ensure full, fair,
               accurate, timely, and understandable disclosure in reports and
               documents that Spectrum files with, or submits to, government
               agencies and in other public communications.

          3.   Comply with rules and regulations of federal, state, provincial
               and local governments, and other appropriate private and public
               regulatory agencies.

          4.   Act in good faith, responsibly, with due care, competence and
               diligence, without misrepresenting material facts or allowing
               one's independent judgment to be subordinated.

          5.   Respect the confidentiality of information acquired in the course
               of one's work except when authorized or otherwise legally
               obligated to disclose. Confidential information acquired in the
               course of one's work will not be used for personal advantage.

          6.   Share knowledge and maintain skills important and relevant to
               shareholder's needs.

          7.   Proactively promote and be an example of ethical behavior among
               peers in the work environment and the community.

          8.   Maintain responsible use of and control over all assets and
               resources employed or entrusted.

          9.   Promptly report to the Chairman of the Audit Committee any
               conduct that the individual believes to be a violation of law or
               business ethics or of any provision of the Code of Ethics,
               including any transaction or relationship that reasonably could
               be expected to give rise to such a conflict.

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XIV.      STANDARDS VIOLATIONS

          Associates should immediately report any suspected violation of the
          Standards to the Chief Executive Officer, Chief Financial Officer or
          Human Resources Manager. Such individuals receiving such reports
          should promptly and thoroughly investigate them and consult with the
          Chief Executive Officer or Chief Financial Officer. If a violation is
          discovered, appropriate corrective action shall be taken immediately.

          The Company also maintains a "whistleblower" feature for any associate
          to anonymously report any suspected violation of the Standards. The
          whistleblower feature consists of a voice-mail box on the Company
          phone system (extension 3252) that is accessible only by the Chairman
          of the Audit Committee of the Board of Directors. Any associate may
          confidentially leave a message in that mail box on any issue or
          concern whatsoever, which will trigger an internal investigation. If
          that investigation leads to the discovery of a Standards violation,
          appropriate corrective action will be taken immediately. There will
          never be any recrimination of any kind whatsoever against any
          associate who utilizes the Company's whistleblower feature.


XV.       UPDATING

          The Company will periodically review the Standards and make
          appropriate additions or changes. Associates will be fully informed of
          all changes to the Standards.