EXHIBIT 10.20


                         FIRST AMENDMENT TO INDEPENDENT
                              CONSULTANT AGREEMENT

         This First Amendment ("First Amendment") is made and entered into as of
January 1, 1998, by and between Gardenburger, Inc. formerly known as Wholesome &
Hearty Foods, Inc. ("Gardenburger"), and E. Kay Stepp ("Stepp").

                                    RECITALS

         A. On or about November 1, 1996, Gardenburger and Stepp entered into an
Independent Consulting Agreement dated November 1, 1996 (the "Agreement"), a
copy of which is attached hereto as Exhibit A.

         B. Gardenburger and Stepp desire to amend the Agreement in the manner
set forth below.

                                   AMENDMENTS

         1. Section 4.1 of the Agreement is amended to provide as follows:

         "4.1 QUARTERLY FEE. Gardenburger shall pay to Stepp, as
     compensation for the consulting services rendered by her hereunder, a
     quarterly fee of $5,000 payable in advance on January 1, April 1, July
     1, and October 1 of each year, commencing January 1, 1998. The amount
     of the quarterly fee shall be subject to review and adjustment as
     provided in Section 4.2 of the Agreement."

         2. Section 4.2 of the Agreement is amended to provide as follows:

         "4.2 REVIEW/ADJUSTMENT OF QUARTERLY FEES. The Board of Directors
     and Stepp will review the above-described consulting fee on an annual
     basis to determine whether any adjustments in compensation are
     appropriate."

         3. Section 5.1 of the Agreement is amended to provide as follows:

         "5.1 AUTOMATIC GRANT OF DIRECTOR STOCK OPTIONS. Pursuant to the
     provisions of Section 4 of the Gardenburger 1992 First Amended and
     Restated Combination Stock Option Plan, Stepp shall receive, so long
     as she remains a member of the Board of Directors of Gardenburger and
     does not become an employee of Gardenburger, an automatic grant of
     nonstatutory stock options each year, as of the date of Gardenburger's
     annual meeting of shareholders, to purchase 6,000 shares of common
     stock of Gardenburger."

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         4. The parties hereby acknowledge that in October 1997, Wholesome &
Hearty Foods, Inc. changed its name to Gardenburger, Inc., and that the rights,
duties, and obligations of the parties under the Agreement will not be affected
by the name change.

         5. No other modification or amendment to the Agreement is made or
intended to be made hereby. All terms, conditions, and covenants of the
Agreement, to the extent not inconsistent with the foregoing amendments, shall
remain in full force and effect.

GARDENBURGER, INC., formerly
known as Wholesome & Hearty Foods, Inc.,
an Oregon corporation


By: /s/Richard C. Dietz                      /s/E. Kay Stepp
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                                             E. Kay Stepp


Title: Executive VP and CFO                  Date:  February 16, 1998
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Date:  February 16, 1998
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