Prepared by MerrillDirect





AMENDMENT NO. 5 TO CREDIT
AGREEMENT


 


             AMENDMENT
NO. 5 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of
March 31, 2001, by and among HAUSER, INC.,
a Delaware corporation (the “Company”), HAUSER
TECHNICAL SERVICES, INC., a Delaware corporation (“Technical”), BOTANICALS INTERNATIONAL EXTRACTS, INC., a
Delaware corporation, ZETAPHARM, INC.,
a New York corporation, and WILCOX NATURAL
PRODUCTS, INC., a Delaware corporation (collectively, the
“Borrowers”), and WELLS FARGO BANK, N.A.
(the “Lender”).


RECITALS


                           WHEREAS, the Borrowers are currently
indebted to the Lender pursuant to the terms and conditions of that certain
Credit Agreement dated as of June 11, 1999, as heretofore amended (the
“Current Agreement”; and as amended hereby, the “Agreement”); and


                           WHEREAS, the aggregate amount of Revolving
Loans presently outstanding under the Current Agreement exceeds the aggregate
Borrowing Base thereunder;


                           WHEREAS, the Lender and the Borrowers have
agreed to certain changes in the terms and conditions set forth in the
Agreement and have agreed to amend the Agreement to reflect said changes.


                           NOW, THEREFORE, for valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree that the Agreement shall be amended as follows:


             A.         Amendments.


                           1.          In Section
1.01 of the Agreement, the
defined term "Borrowing Base" is amended by replacing the term
"$4,000,000" appearing in the provision at the end of the definition,
with the term "$4,800,000."


             B.          Conditions.  This Amendment shall not become effective
until the date on which pursuant to the provisions of Section 8.03 of the
Agreement, the Borrowers shall have paid, or reimbursed the Lender for, all of
the Lender’s costs and expenses (including the fees and disbursements of
outside counsel and allocated in-house counsel) in connection with, or related
to, the negotiating and execution and effectiveness of this Agreement.


             C.          General.  Except as specifically provided herein, all
terms and conditions of the Agreement and, as applicable, prior amendments
thereto, remain in full force and effect, without waiver or modification.  All terms defined in the Agreement shall
have the same meaning when used in this Amendment.  This Amendment shall be effective upon delivery by the Lender to
the Company of an executed counterpart original or facsimile copy.


             

             The Borrowers hereby remake
all representations and warranties contained in the Agreement and reaffirm all
covenants set forth therein.  The
Borrowers further certify that as of the date of this Amendment, giving effect
to the provisions hereof, there exists no Event of Default as defined in the
Agreement, nor any condition, act or event which with the giving of notice or
the passage of time or both would constitute any such Event of Default.


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             IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first written above.


 


	HAUSER,
  INC.	WELLS
  FARGO BANK, N.A.
	 	 
	By:   /S/ KENNETH CLEVELAND

	By:  /S/ ART BROKX


	Name:  Kenneth Cleveland	Name:  Art Brokx 
	Title:    Chief Executive Officer	Title:    Vice President
	 	 
	BOTANICALS
  INTERNATIONALEXTRACTS, INC.	ZETAPHARM,
  INC.
	 	 
	By:
  /S/ KENNETH CLEVELAND

	By:
  /S/ KENNETH CLEVELAND


	Name:  Kenneth Cleveland	Name:  Kenneth Cleveland
	Title:    Chief Executive Officer	Title:    Chief Executive Officer
	 	 
	WILCOX
  NATURAL PRODUCTS, INC.	HAUSER TECHNICAL SERVICES, INC.
	 	 
	By:
  /S/ KENNETH CLEVELAND

	By:
  /S/ KENNETH CLEVELAND


	Name:  Kenneth Cleveland	Name:  Kenneth Cleveland 
	Title:    Chief Executive Officer	Title:    Chief Executive Officer