Exhibit 10.26

                               FIRST AMENDMENT TO

                              REDEMPTION AGREEMENT

     This First Amendment to Redemption Agreement is entered into this 11th day
of September, 1998, by and between DEBORA BAINBRIDGE PHILLIPS (the "Seller) and
SPECTRUM NATURALS, INC., a California corporation (the "Corporation").

     WHEREAS, in or around November 1996, the Seller and the Corporation entered
into that certain Redemption Agreement (the "Redemption Agreement") providing
for the redemption of all the Corporation's common stock owned by the Seller;

     AND WHEREAS, the Seller and the Corporation desire to amend the Redemption
Agreement to provide for an additional bonus payment to the Seller on the terms
and conditions set forth therein;

     NOW, THEREFORE, the Redemption Agreement is hereby amended as follows:

          The first sentence of Paragraph 12 ("Bonus Payment") of the Redemption
     Agreement is amended to replace the bonus payment amount of "$306,642.00"
     with the bonus payment amount of "$613,284.00."

          In all other respects, the Seller and the Corporation confirm the
     Redemption Agreement.

     IN WITNESS WHEREOF, the Seller and the Corporation have executed this First
Amendment to Redemption Agreement on the date first above written.


     "SELLER"                               "Corporation"





     By:  /s/  Debora Bainbridge Phillips   Spectrum Naturals, Inc.
        ---------------------------------   a California corporation
               Debora Bainbridge Phillips


                                            By:  /s/  Jethren P. Phillips
                                               --------------------------------
                                                      Jethren P. Phillips