Exhibit 10.3

                               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"

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



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