EXHIBIT 99.3




                            ORGANIC INGREDIENTS, INC.
          PROXY SOLICITED BY THE BOARD OF DIRECTORS [RULE 14a-4(a)(1)]
                     FOR THE ANNUAL MEETING OF SHAREHOLDERS
                              TO BE HELD ON [DATE]


     The undersigned hereby appoints John Battendieri and Joseph Stern, and each
of them,  as  attorneys  and  proxies  of the  undersigned,  with full  power of
substitution,  to vote all of the shares of stock of Organic  Ingredients,  Inc.
which  the  undersigned  may be  entitled  to vote  at the  Special  Meeting  of
Shareholders of Organic Ingredients,  Inc. to be held at the Organic Ingredients
corporate  offices at 335 Spreckels Drive,  Suite F, Aptos,  California 95003 on
[DAY OF  WEEK],  [DATE]  at  [TIME  OF  DAY]  (local  time),  and at any and all
postponements,  continuations and adjournments thereof, with all powers that the
undersigned  would  possess if  personally  present,  upon and in respect of the
following  matters  and in  accordance  with the  following  instructions,  with
discretionary  authority as to any and all other  matters that may properly come
before the meeting.

     UNLESS A  CONTRARY  DIRECTION  IS  INDICATED,  THIS PROXY WILL BE VOTED FOR
PROPOSAL 1, AS MORE SPECIFICALLY  DESCRIBED IN THE PROXY STATEMENT.  IF SPECIFIC
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 1.

PROPOSAL   1:     To  approve   the   Agreement   and  Plan  of  Merger  and
                  Reorganization,  dated  as of May  14,  1999,  by and  between
                  Organic Ingredients and Organic Food Products,  Inc. ("OFPI"),
                  a California corporation,  providing for the merger of Organic
                  Ingredients  with and into  OFPI,  with OFPI as the  surviving
                  corporation. As a result of the merger, each outstanding share
                  of the common stock,  without par value per share,  of Organic
                  Ingredients  would be converted into the right to receive 39.5
                  shares of the common stock, without par value, of OFPI.

         |_|    FOR                |_|   AGAINST              |_|     ABSTAIN







DATED
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                                   ---------------------------------------------
                                                   SIGNATURE(S)



                                   Please  sign  exactly  as your  name  appears
                                   hereon.  If the  stock is  registered  in the
                                   names  of two or more  persons,  each  should
                                   sign.  Executors,  administrators,  trustees,
                                   guardians  and  attorneys-in-fact  should add
                                   their  titles.  If signer  is a  corporation,
                                   please  give full  corporate  name and have a
                                   duly authorized  officer sign, stating title.
                                   If signer is a  partnership,  please  sign in
                                   partnership name by authorized person.



Please vote, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in the United States.