Exhibit 10.22

                               FIFTH AMENDMENT TO

                              REDEMPTION AGREEMENT



     This Fifth Amendment to Redemption Agreement is entered into as of the 6th
day of October, 1999, by and between Debora Bainbridge Phillips (the "Seller"),
SPECTRUM NATURALS, INC. a California corporation (the "Corporation"), ORGANIC
FOOD PRODUCTS, INC., a California corporation (the "Successor Corporation") and
Jethren Phillips.

     WHEREAS, the Seller and the Corporation entered into that cerram Redemption
Agreement (the "Redernption Agreement") dated November 1, 1996, as amended by
the first Amendment to Redemption Agreement, the Second Amendment to Redemption
Agreement, the Third Amendment to Redemption Agreement, and the Fourth Amendment
to Redemption Agreement between the parties, and a related Promissory Note in
the principal amount of $1,621,716; and

     WHEREAS, as of the date hereof, as contemplated by the Second Amendment to
Redemption Agreement, the Corporation arid the Successor Corporation have closed
the Agreement and Plan of Merger and Reorganization that provides, among other
things, for the merger of the Corporation with and into the Successor
Corporation (the "Merger") and have submitted an Agreement of Merger for filing
with the California Secretary of State to effect such Merger and

     AND WHEREAS, the Seller and the Corporation and the Successor Corporation
desire to amend the Redemption Agreement and the related Promissory Note and
Guaranty Agreement, to provide for a revised payment schedule as set forth




herein and to provide for subordination of the payments under the Promissory
Note to certain indebtedness of the Corporation and the Successor Corporation to
Well Fargo Business Credit, Inc.

     NOW THEREFORE, the Redemption Agreement, the Promissory Note arid the
Guaranty Agreement are amended as follows:

          1. The third sentence of Section 2 of the Redemption Agreement and the
fourth sentence of the Promissory Note shall be amended to reflect the following
principal payment schedule:

                    $121,716 on November 5, 1999;

                    monthly instailnients of $25,000 on the 5th day of each
                    month commencing December 5, 1999 through May 5, 2000;

                    monthly installments of $37,500 on the 5th day of each
                    month commencing June 5, 2000 through November 2000;

                    thereafter, monthly installments of $31,250 on the 5th day
                    of each month commencing December 5, 2000 until all
                    principal is paid in full.

          2. The Successor Corporation hereby expressly assumes all unpaid
obligations of the Corporation under the Promissory Note and the Redemption
Agreement effective upon the Merger.

          3. Concurrent with the execution of this Amendment, Seller has
delivered to Wells Fargo Business Credit, Inc. a duly executed copy of the
Subordination Agreement attached hereto as Exhibit A.

                                       2.




          4. A copy of this Amendment shall be affixed to the original
R.edempticx Agreement, the Promissory Note and the Guaranty Agreement.

          5. The Guarantor under the Guaranty Agreement con+/-lrms that th
Promissory Note, as amended by this amendment, remains subject to the Guaranty
Agreement.



SELLER                                      CORPORATION

                                            SPECTRUM NATURALS, INC.


By:  /s/  Debora Bainbridge Phillips        By:  /s/  Jethren Phillips
   ---------------------------------           --------------------------------
          Debora Bainbridge Phillips                  Jethren Phillips
                                                      CEO, Chairman

By:  /s/  Jethren Phillips
------------------------------------        SUCCESSOR CORPORATION
          Jethren Phillips
                                            ORGANIC FOOD PRODUCTS, INC.


                                            By:  /s/  John Battendieri
                                               --------------------------------
                                                      John Battendieri

Acknowledged and agreed to:

WELLS FARGO BUSINESS CREDIT, INC.


By:  /s/  Angelo Samperisi
   ---------------------------------
          Angelo Samperisi

                                       3.