FIFTH AMENDMENT TO CREDIT AGREEMENT

                               FIFTH AMENDMENT TO
                                CREDIT AGREEMENT

         This Fifth Amendment to Credit Agreement is entered into as of January
25, 2001 (this "Amendment"), by and between IMPERIAL BANK, a California banking
corporation ("Bank") and MONTEREY PASTA, a Delaware corporation ("Borrower").

                                    RECITALS

         WHEREAS, Borrower and Bank are parties to that certain Credit Agreement
dated as of August 2, 1999, (as amended, restated, modified, supplemented or
revised from time to time, the "Agreement"); and

         WHEREAS, each of the parties to this Amendment desire to amend the
Agreement in accordance herewith.

                                    AGREEMENT

         NOW, THEREFORE, the parties agree as follows:

A. AMENDMENTS TO THE AGREEMENT.

         Paragraph 4.05 (a) is hereby amended to read in its entirety as
follows:

         "MONTHLY FINANCIAL STATEMENT. As soon as available, and in any event
within FORTY-FIVE (45) DAYS after the close of each month, a balance sheet,
profit and loss statement and reconciliation of Borrower's capital balance
accounts as of the close of such period and covering operations for the portion
of Borrower's fiscal year ending on the last day of such period, all in
reasonable detail and reasonably acceptable to Bank, in accordance with
generally accepted accounting principles on a basis consistently maintained by
Borrower."

B. EFFECT OF AMENDMENT, REPRESENTATIONS AND WARRANTIES.

         1.       The Agreement, as amended hereby, shall be and remain in full
force and effect in accordance with its respective terms and hereby is ratified
and confirmed in all respects. Except as expressly set forth herein, the
execution, delivery, and performance of this Amendment shall not operate as a
waiver of, or as an amendment of, any right, power, or remedy of Bank under the
Agreement, as in effect prior to the date hereof. Borrower ratifies and
reaffirms the continuing effectiveness of all promissory notes, guaranties,
security agreements, mortgages, deeds of trust, environmental agreements, and
all other instruments, documents and agreements entered into in connection with
the Agreement.

         2.       Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the date of
this Amendment, and that no Event of Default has occurred and is continuing.

C. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT

         1.       As a condition to the effectiveness of this Amendment, Bank
shall have received, in form and substance satisfactory to Bank, the following:

         (a.)     this Amendment, duly executed by Borrower



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D. MISCELLANEOUS PROVISIONS.

         1.       Unless otherwise defined, all initially capitalized terms in
this Amendment shall be as defined in the Agreement.

         2.       This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one instrument.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.


Monterey Pasta Company,                    IMPERIAL BANK,
a Delaware corporation                     A California banking corporation


By:                                        By:
   ------------------------------------       ---------------------------------
        R. Xxxxx Xxxxxx                              Xxxxxx Xxxxxxx
Title:  CEO                                Title:    Vice President


Monterey Pasta Company,
a Delaware corporation



By:
   ------------------------------------
        Xxxxxxx Xxxxxxxx
Title:  CFO/Secretary






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