AMENDMENT TO AGREEMENT OF PURCHASE
                                       AND
                                 SALE OF ASSETS

     THIS  AMENDMENT TO AGREEMENT OF PURCHASE AND SALE OF ASSETS is entered into
as of February  10, 1998,  between  ORGANIC  FOOD  PRODUCTS,  INC., a California
corporation  ("OFP"),  and SUNNY FARMS CORP., a California  corporation  ("Sunny
Farms"), under the following circumstances:

     A. OFP and Sunny Farms  entered into the  Agreement of Purchase and Sale of
Assets dated as of January 21, 1998 (the "Agreement"); and

     B. OFP and Sunny Farms desire to amend the Agreement as provided herein.

     NOW, THEREFORE, the parties agree as follows:

     1. Any  capitalized  term in this Amendment which is not defined herein but
which is  defined  in the  Agreement  shall  have the  meaning  set forth in the
Agreement.

     2. The Closing shall occur in two stages as follows:

          (a) The Closing as to the sale, assignment, and delivery to OFP of the
Assets,  except the  Inventory and the  Equipment,  shall occur on and as of the
date hereof

          (b) The Closing as to the sale, assignment, and delivery to OFP of the
Equipment  and  Inventory  shall occur on February  17,  1998,  subject to OFP's
rights  under  Section 8 of the  Agreement.  As a condition  precedent  to OFP's
obligations to close the acquisition of the Inventory and the Equipment,  all of
the representations and warranties of Sunny Farms contained in the Agreement and
in Sunny Farms'  Disclosure  Schedule shall be true in all material  respects on
and as of such closing,  with the same effect as though such representations and
warranties  had  been  made  on and as of  that  date.  The  calculation  of the
Inventory Value shall be as of the date hereof,  notwithstanding  the closing of
the acquisition of the Inventory hereafter. The effective date of the closing of
the  Inventory  shall  be as of the  date  hereof  such  that  all  sales of the
Inventory  shall accrue to OFP on and after the date hereof.  Commencing  on the
date hereof, OFP shall manage the sale of the Inventory on behalf of Sunny Farms
until the closing of the  acquisition  of the Inventory or until OFP  terminates
this management arrangement. As payment for OFP's services, it shall be entitled
to retain all revenues  from the sale of such  Inventory.  If the closing of the
acquisition  of the  Inventory  does not occur for any reason,  OFP shall pay to
Sunny Farms the value of the sold Inventory as determined under the Agreement.







     3. At the closing of the  acquisition  of the Inventory and the  Equipment,
Sunny  Farms  shall  execute  and  deliver  to OFP a Bill of Sale and such other
instruments as OFP may reasonably  request to effectively  transfer title of the
Inventory and the Equipment to OFP free and clear of any liens or encumbrances.

     4. Except as amended  hereby,  the Agreement shall remain in full force and
effect.


ORGANIC FOOD PRODUCTS, INC.                 SUNNY FARMS CORP.


By: /s/  Floyd R. Hill                      By: /s/  Jose A. Gatchalian
   ------------------------------              ---------------------------------
   Floyd R. Hill, CEO                          Jose A. Gatchalian, President