Exhibit 10.23

                               FOURTH AMENDMENT TO

                              REDEMPTION AGREEMENT


This Fourth  Amendment to Redemption  Agreement is entered into this 12th day of
July, 1999 by and between DEBORA  BAINBRIDGE  PHILLIPS (the "Seller"),  SPECRTUM
NATURAL,  INC,  a  California  corporation  (the  "Corporation")  and  herethren
Phillips.

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

     WHEREAS,  the Seller and the Corporation  wish to confirm for the benefit
of the California Economic  Development Lending Initiative (the "Lender") as the
lender to the  Corporation,  that  amounts  due under  the  Promissory  Note are
subordinate to certain indebtedness of the Corporation to the Lender;

     NOW,  THEREFORE,  the  Redemption  Agreement is further  amended to add the
following statement:

     The  Promissory  Note and the  Corporation's  obligations to pay thereunder
shall at all times be subject to and  subordinate  to, any terms and conditions
of  payment  imposed  by the  Lender,  but only as to the  aggregate  levels  of
indebtedness  currently provided for (whether or not currently drawn down) under
the lending greements between the Corporation and the Lender.


SELLER                                      CORPORATION


                                            Spectrum Natural, Inc.



By:  /s/  Debora Bainbridge Phillips        By:
------------------------------------           -------------------------------
          Debora Bainbridge Phillips


                                               -------------------------------
                                                 Jothren Phillips