<PAGE>

                                                                    EXHIBIT 10.5

                         [LOGO] Western Financial Bank

                            BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
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  Principal      Loan Date    Maturity    Loan No   Call   Collateral   Account   Officer   Initials
<S>             <C>          <C>           <C>      <C>      <C>        <C>        <C>      <C>
$2,000,000.00   12-12-2000   12-11-2001    9001     4a0      3100       0001910    00905
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    References in the shaded area are for Lender's use only and do not limit the applicability of
                           this document to any particular loan or item.
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</TABLE>

Borrower: Fresh Enterprises, Inc.; ET. AL.      Lender: Western Financial Bank
          225 W. Hillcrest Drive, Suite 351             Commercial Banking Group
          Thousand Oaks, CA 91360                       15750 Alton Parkway
                                                        Irvine, CA 92618

================================================================================

THIS BUSINESS LOAN AGREEMENT between Fresh Enterprises, Inc. and Baja Fresh
Westlake Village, Inc., dba Baja Fresh Mexican Grill (referred to in this
Agreement individually and collectively as "Borrower") and Western Financial
Bank (referred to in this Agreement as "Lender") is made and executed on the
following terms and conditions. Borrower has received prior commercial loans
from Lender or has applied to Lender for a commercial loan or loans and other
financial accommodations, including those which may be described on any exhibit
or schedule attached to this Agreement. All such loans and financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the "Loan"
and collectively as the "Loans." Borrower understands and agrees that: (a) in
granting, renewing, or extending any Loan, Lender is relying upon Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and discretion; and (c) all such Loans shall
be and shall remain subject to the following terms and conditions of this
Agreement.

TERM. This Agreement shall be effective as of December 12, 2000, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

     Agreement. The word "Agreement" means this Business Loan Agreement, as this
     Business Loan Agreement may be amended or modified from time to time,
     together with all exhibits and schedules attached to this Business Loan
     Agreement from time to time.

     Borrower. The word "Borrower" means individually and collectively Fresh
     Enterprises, Inc. and Baja Fresh Westlake Village, Inc., dba Baja Fresh
     Mexican Grill

     CERCLA. The word "CERCLA" means the Comprehensive Environmental Response,
     Compensation, and Liability Act of 1980, as amended.

     Cash Flow. The words "Cash Flow" mean net income after taxes, and exclusive
     of extraordinary gains and income, plus depreciation and amortization.

     Collateral. The word "Collateral" means all property and assets granted as
     collateral security for a Loan, whether real or personal property, whether
     granted directly or indirectly, whether granted now or in the future, and
     whether granted in the form of a security interest, mortgage, deed of
     trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien,
     equipment trust, conditional sale, trust receipt, lien, charge, lien or
     title retention contract, lease or consignment intended as a security
     device, or any other security or lien interest whatsoever, whether created
     by law, contract, or otherwise.

     Debt. The word "Debt" means all of Borrower's liabilities excluding
     Subordinated Debt.

     ERISA. The word "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended.

     Event of Default. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

     Grantor. The word "Grantor" means  each and all of the persons or
     entities granting a Security Interest in any Collateral for the
     Indebtedness, including without limitation all Borrowers granting such a
     Security Interest.

     Guarantor. The word "Guarantor" means each and all of the guarantors,
     sureties, and accommodation parties in connection with any Indebtedness.

     Indebtedness. The word "Indebtedness" means and includes without limitation
     all Loans, together with all other obligations, debts and liabilities of
     Borrower to Lender, or any one or more of them, as well as all claims by
     Lender against Borrower, or any one or more of them; whether now or
     hereafter existing, voluntary or involuntary, due or not due, absolute or
     contingent, liquidated or unliquidated; whether Borrower may be liable
     individually or jointly with others; whether Borrower may be obligated as a
     guarantor, surety, or otherwise; whether recovery upon such Indebtedness
     may be or hereafter may become barred by any statute of limitations; and
     whether such Indebtedness may be or hereafter may become otherwise
     unenforceable.

     Lender. The word "Lender" means Western Financial Bank, its successors and
     assigns.

     Liquid Assets. The words "Liquid Assets" mean Borrower's cash on hand plus
     Borrower's readily marketable securities.

     Loan. The word "Loan" or "Loans" means any and all commercial loans and
     financial accommodations from Lender to Borrower, whether now or hereafter
     existing, and however evidenced, including without limitation those loans
     and financial accommodations described herein or described on any exhibit
     or schedule attached to this Agreement from time to time.

     Note. The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations in
     favor of Lender, as well as any substitute, replacement or refinancing note
     or notes therefor.

     Permitted Liens. The words "Permitted Liens" mean: (a) liens and security
     interests securing Indebtedness owed by Borrower to Lender; (b) liens for
     taxes, assessments, or similar charges either not yet due or being
     contested in good faith; (c) liens of materialmen, mechanics, warehousemen,
     or carriers, or other like liens arising in the ordinary course of business
     and securing obligations which are not(A); (d) purchase money liens or
     purchase money security interests upon or in any property acquired or held
     by Borrower in the ordinary course of business to secure indebtedness
     outstanding on the date of this Agreement or permitted to be incurred under
     the paragraph of this Agreement titled "Indebtedness and Liens"; (e) liens
     and security interests which, as of the date of this Agreement, have been
     disclosed to and approved by the Lender in writing; and (f) those liens and
     security interests which in the aggregate constitute an immaterial and
     insignificant monetary amount with respect to the net value of Borrower's
     assets; (B).

     Related Documents. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Indebtedness.

     Security Agreement. The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     Security Interest. The words "Security Interest" mean and include without
     limitation any type of collateral security, whether in the form of a lien,
     charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien or title retention contract, lease or consignment intended as
     a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

     SARA. The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1986 as now or hereafter amended.

     Subordinated Debt. The words "Subordinated Debt" mean indebtedness and
     liabilities of Borrower which have been subordinated by written agreement
     to indebtedness owed by Borrower to Lender in form and substance acceptable
     to Lender.

     Tangible Net Worth. The words 'Tangible Net Worth" mean Borrower's total
     assets excluding all intangible assets (i.e., goodwill, trademarks,
     patents, copyrights, organizational expenses, and similar intangible items,
     but including leaseholds and leasehold improvements) less total Debt.

     Working Capital. The words "Working Capital" mean Borrower's current
     assets, less Borrower's current liabilities.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

     Loan Documents. Borrower shall provide to Lender in form satisfactory to
     Lender the following documents for the Loan: (a) the Note, (b) Security
     Agreements granting to Lender security interests in the Collateral, (c)
     Financing Statements perfect Lender's Security Interests; (d) evidence of
     insurance as required below; and (e) any other documents required under
     this Agreement or (C) by Lender or its counsel, including

<PAGE>

12-12-2000                  BUSINESS LOAN AGREEMENT                       Page 2
Loan No 9001                       (Continued)
================================================================================

     without limitation any guaranties described below.

     Borrower's Authorization. Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of this Agreement, the Note and the
     Related Documents, and such other authorizations and other documents and
     instruments as Lender or its counsel, in their sole discretion, may
     require.

     Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
     charges, and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

     Representations and Warranties. The representations and warranties set
     forth in this Agreement, in the Related Documents, and in any document or
     certificate delivered to Lender under this Agreement are true and correct.

     No Event of Default. There shall not exist at the time of any advance a
     condition which would constitute an Event of Default under this Agreement.

MULTIPLE BORROWERS. This Agreement has been exectuted by multiple obligors who
are referred to herein individually, collectively and interchangeably as
"Borrower." Unless specifically stated to the contrary, the word "Borrower" as
used in this Agreement, including without limitation all representations,
warranties and covenants, shall include all Borrowers. Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) release, substitute, agree not to sue, or
deal with any one or more of Borrower's sureties, endorsers, or other guarantors
on any terms or in any manner Lender may choose; (e) determine how, when and
what application of payments and credits shall be made on any indebtedness; (f)
apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may
determine; (g) sell, transfer, assign, or grant participations in all or any
part of the indebtedness; (h) exercise or refrain from exercising any rights
against Borrower or others, or otherwise act or refrain from acting; (i) settle
or compromise any indebtedness; and (1) subordinate the payment of all or any
part of any indebtedness of Borrower to Lender to the payment of any liabilities
which may be due Lender or others.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     Organization. Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of California
     and is in good standing in all states in which (D) Borrower has the full
     power and authority to own its properties and to transact the businesses in
     which it is presently engaged or presently proposes to engage. Borrower
     also is duly qualified as a foreign corporation and is in good standing in
     all states in which the failure to so qualify would have a material adverse
     effect on its businesses or financial condition.

     Authorization. The execution, delivery, and performance of this Agreement
     and all Related Documents by Borrower, to the extent to be executed,
     delivered or performed by Borrower, have been duly authorized by all
     necessary action by Borrower; do not require the consent or approval of any
     other person, regulatory authority or governmental body; and do not
     conflict with, result in a violation of, or constitute a default under (a)
     any provision of its articles of incorporation or organization, or bylaws,
     or any agreement or other instrument binding upon Borrower or (b) any law,
     governmental regulation, court decree, or order applicable to Borrower.

     Financial Information. Each Financial statement of Borrower supplied to
     Lender(E) disclosed Borrower's financial condition as of the date of the
     statement (F) and there has been no material adverse change in Borrower's
     financial condition subsequent to the date of the most recent financial
     statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed in such financial statements.

     Legal Effect. This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower when delivered will constitute,
     legal, valid and binding obligations of Borrower enforceable against
     Borrower in accordance with their respective terms(G).

     Properties. Except as contemplated by this Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted by Lender, and except for property tax liens for taxes not
     presently due and payable, Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security documents or financing statements relating to such
     properties. All of Borrower's properties are titled in Borrower's legal
     name, and Borrower has not used, or filed a financing statement under, any
     other name for at least the last five (5) years.

     Hazardous Substances. The terms "hazardous waste," "hazardous substance,"
     "disposal," "release," and "threatened release," as used in this Agreement,
     shall have the same meanings as set forth in the "CERCLA," "SARA," the
     Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
     the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
     seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and
     Safety Code, Section 25100, et seq., or other applicable state or Federal
     laws, rules, or regulations adopted pursuant to any of the foregoing.
     Except as disclosed to and acknowledged by Lender in writing, Borrower
     represents and warrants that: (a) During the period of Borrower's ownership
     of the properties, there has been no use, generation, manufacture, storage,
     treatment, disposal, release or threatened release of any hazardous waste
     or substance by any person on, under, about or from any of the properties.
     (b) Borrower has no knowledge of, or reason to believe that there has been
     (i) any use, generation, manufacture, storage, treatment, disposal,
     release, or threatened release of any hazardous waste or substance on,
     under, about or from the properties by any prior owners or occupants of any
     of the properties, or (ii) any actual or threatened litigation or claims of
     any kind by any person relating to such matters. (c) Neither Borrower nor
     any tenant, contractor, agent or other authorized user of any of the
     properties shall use, generate, manufacture, store, treat, dispose of, or
     release any hazardous waste or substance on, under, about or from any of
     the properties; and any such activity shall be conducted in compliance with
     all applicable federal, state, and local laws, regulations, and ordinances,
     including without limitation those laws, regulations and ordinances
     described above. The representations and warranties contained herein are
     based on Borrower's due diligence in investigating the properties for
     hazardous waste and hazardous substances. Borrower hereby (a) releases and
     waives any future claims against Lender for indemnity or contribution in
     the event Borrower becomes liable for cleanup or other costs under any such
     laws, and (b) agrees to indemnity and hold harmless Lender against any and
     all claims, losses, liabilities, damages, penalties, and expenses which
     Lender may directly or indirectly sustain or suffer resulting from a breach
     of this section of the Agreement or as a consequence of any use,
     generation, manufacture, storage, disposal, release or threatened release
     of a hazardous waste or substance on the properties. The provisions of this
     section of the Agreement, including the obligation to indemnify, shall
     survive the payment of the Indebtedness and the termination or expiration
     of this Agreement and shall not be affected by Lender's acquisition of any
     interest in any of the properties, whether by foreclosure or otherwise.

     Litigation and Claims. No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or (H) threatened, and no other event has occurred
     which (I) materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

     Taxes. To the best of Borrower's knowledge, all tax returns and reports of
     Borrower that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good _______
     at the ordinary course of business and business and for which adequate
     reserves have been provided.

     Lien Priority. Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     Binding Effect. This Agreement, the Note, all Security Agreements directly
     or indirectly securing repayment of Borrower's Loan and Note and all of the
     Related Documents are binding upon Borrower as well as upon Borrower's
     successors, representatives and assigns, and are legally enforceable in
     accordance with their respective terms(J).

     Commercial Purposes. Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes.

     Employee Benefit Plans. Each employee benefit plan as to which Borrower may
     have any liability complies in all material respects with all applicable
     requirements of law and regulations, and (i) no Reportable Event nor
     Prohibited Transaction (as defined in ERISA) has occurred with respect to
     any such plan, (ii) Borrower has not withdrawn from any such plan or
     initiated steps to do so, (iii) no steps have been taken to terminate any
     such plan, and (iv) there are no unfunded liabilities other than those
     previously disclosed to Lender in writing.

     Location of Borrower's Offices and Records. Borrower's place of business,
     or Borrower's Chief executive office, if Borrower has more than one place
     of business, is located at 225 W. Hillcrest Drive, Suite 351, Thousand
     Oaks, CA 91360. Unless Borrower has designated otherwise in writing this
     location is also the office or offices where Borrower keeps its records
     concerning the Collateral.

     Information. All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be, true and accurate in every material respect on the date as of which
     such information is dated or certified; and none of such information is or
     will be

<PAGE>

12-12-2000                  BUSINESS LOAN AGREEMENT                       Page 3
Loan No 9001                       (Continued)
================================================================================

     incomplete by omitting to state any material fact necessary to make such
     information not misleading.

     Survival of Representations and Warranties. Borrower understands and agrees
     that Lender, without independent investigation, is relying upon the above
     representations and warranties in extending Loan Advances to Borrower.
     Borrower further agrees that the foregoing representations and warranties
     shall be continuing in nature and shall remain in full force and effect
     until such time as Borrower's indebtedness shall be paid in full, or until
     this Agreement shall be terminated in the manner provided above, whichever
     is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     Litigation. Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all existing and all
     threatened litigation, claims, investigations, administrative proceedings
     or similar actions affecting Borrower or any Guarantor which /(J) affect
     the financial condition of Borrower or the financial condition of any
     Guarantor.

     Financial Records. Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at all
     reasonable times(K).

     Additional Information. Furnish such additional information and statements,
     lists of assets and liabilities, agings of receivables and payables,
     inventory schedules, budgets, forecasts, tax returns, and other reports
     with respect to Borrower's financial condition and business operations as
     Lender may (L) request from time to time.

     Financial Covenants and Ratios. Comply with the following covenants and
     ratios:

          Income. Maintain not less than the following income level: Earnings
          before interest, taxes, depreciation and amortization (EBITDA) during
          fiscal year 2000, must be greater than or equal to $2,600,000.00 and
          greater than or equal to $6,000,000.00 during fiscal year 2001. For
          the purpose of this calculation, EBITDA does not include store
          pre-opening costs. The financial covenants and ratios set forth in
          this paragraph shall be determined and calculated for all Borrowers on
          a consolidated basis and reference in this paragraph to "Borrower"
          shall mean all "Borrowers." Except as provided above, all computations
          made to determine compliance with the requirements contained in this
          paragraph shall be made in accordance with generally accepted
          accounting principles, applied on a consistent basis, and certified by
          Borrower as being true and correct.

          Insurance. Maintain fire and other risk insurance, public liability
          insurance, and such other insurance as Lender may require with respect
          to Borrower's properties and operations, in form, amounts, coverages
          and with insurance companies reasonably acceptable to Lender.
          Borrower, upon request of Lender, will deliver to Lender from time to
          time the policies or certificates of insurance in form satisfactory to
          Lender, including stipulations that coverages will not be cancelled or
          diminished without at least ten (10) days' prior written notice to
          Lender. Each insurance policy also shall include an endorsement
          providing that coverage in favor of Lender will not be impaired in any
          way by any act, omission or default of Borrower or any other person.
          In connection with all policies covering assets in which Lender holds
          or is offered a security interest for the Loans, Borrower will provide
          Lender with such loss payable or other endorsements as Lender
          may require.

     Insurance Reports. Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (a) the
     name of the insurer; (b) the risks insured; (c) the amount of the policy;
     (d) the properties insured; (e) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (f) the expiration date of the policy. In addition, upon
     request of Lender (however not more often than annually), (LL) Borrower
     will have an independent appraiser satisfactory to Lender determine, as
     applicable, the actual cash value or replacement cost of any Collateral.
     The cost of such appraisal shall be paid by Borrower.

     Guaranties. Prior to disbursement of any Loan proceeds, furnish executed
     guaranties of the Loans in favor of Lender, executed by the guarantor named
     below, on Lender's forms, and in the amount and under the conditions
     spelled out in those guaranties.

          Guarantor                       Amount
          ---------                   --------------
      Triune Corporation              $12,000,000.00

     Other Agreements. Comply (M) with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements(N).

     Loan Proceeds. Use all Loan proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     Taxes, Charges and Liens. Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all assessments,
     taxes, governmental charges, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, and all lawful
     claims that, if unpaid, might become a lien or charge upon any of
     Borrower's properties, income, or profits. Provided however, Borrower will
     not be required to pay and discharge any such assessment, tax, charge,
     levy, lien or claim so long as (a) the legality of the same shall be
     contested in good faith by appropriate proceedings, and (b) Borrower shall
     have established on its books adequate reserves with respect to such
     contested assessment, tax, charge, levy, lien, or claim in accordance with
     generally accepted accounting practices. Borrower, upon demand of Lender,
     will furnish to Lender evidence of payment of the assessments, taxes,
     charges, levies, liens and claims and will authorize the appropriate
     governmental official to deliver to Lender at any time a written statement
     of any assessments, taxes, charges, levies, liens and claims against
     Borrower's properties, income, or profits.

     Performance. Perform and comply with all terms, conditions, and provisions
     set forth in this Agreement and in the Related Documents in a timely
     manner, and promptly notify Lender if Borrower learns of the occurrence of
     any event which constitutes an Event of Default under this Agreement or
     under any of the Related Documents.

     Operations. Maintain executive personnel (P) with substantially the same
     qualifications and experience as the present executive personnel (P)
     provide written notice to Lender of any change in executive personnel(P);
     conduct its business affairs in a reasonable and prudent manner and in (O)
     compliance with all applicable federal, state and municipal laws,
     ordinances, rules and regulations respecting its properties, charters,
     businesses and operations, including without limitation, compliance with
     the Americans With Disabilities Act and with all minimum funding standards
     and other requirement of ERISA and other laws applicable to Borrower's
     employee benefit plans.

     Inspection. Permit employees or agents of Lender at any reasonable time (R)
     to inspect any and all Collateral for the Loan or Loans and Borrower's
     other properties and to examine or audit Borrower's books, accounts, and
     records and to make copies and memoranda of Borrower's books, accounts, and
     records. If Borrower now or at any time hereafter maintains any records
     (including without limitation computer generated records and computer
     software programs for the generation of such records) in the possession of
     third party, Borrower, upon request of Lender, shall notify such party to
     permit Lender free access to such records at all reasonable times (R) and
     to provide Lender with copies of any records it may request, all at
     Borrower's expense.

     Compliance Certificate. Unless waived in writing by Lender, provide Lender
     (S) a certificate executed by Borrower's chief financial officer, or other
     officer or person acceptable to Lender, certifying that the representation
     and warranties set forth in this Agreement are true and correct as of the
     date of the certificate and further certifying that, as of the date of the
     certificate, no Event of Default exists under this Agreement.

     Environmental Compliance and Reports. Borrower shall comply in all respects
     with all environmental protection federal, state and local laws, statutes,
     regulations and ordinances, not cause or permit to exist, as a result of an
     intentional or unintentional action or omission on its part or on the part
     of any third party, on property owned and/or occupied by Borrower, any
     environmental activity where damage may result to the environment, unless
     such environmental activity is pursuant to and in compliance with the
     conditions of a permit issued by the appropriate federal, state or local
     governmental authorities; shall furnish to Lender promptly and in any event
     within thirty (30) days after receipt thereof a copy of any notice,
     summons, lien, citation, directive, letter or other communication from any
     governmental agency or instrumentality concerning any intentional or
     unintentional action or omission on Borrower's part in connection with any
     environmental activity whether or not there is damage to the environment
     and/or other natural resources.

     Additional Assurances. Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, financing
     statements, instruments, documents and other agreements as Lender or its
     attorneys may reasonably request to evidence and secure the Loans and to
     perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except U.S. federal, state or local income or franchise
taxes imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (a) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (b) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's
obligations with respect to the credit facilities to which this Agreement
relates, then Borrower agrees to pay Lender such additional amounts as will
compensate Lender therefor, within five (5) days after Lender's written demand
for such payment, which demand shall be accompanied by an explanation of such
imposition or charge and a calculation in reasonable detail of the additional
amounts payable by Borrower, which explanation and calculations shall be
conclusive in the absence of manifest error.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior

<PAGE>

12-12-2000                  BUSINESS LOAN AGREEMENT                       Page 4
Loan No 9001                      (Continued)
================================================================================

written consent of Lender:

     Indebtedness and Liens. (a) Except for trade debt incurred in, the normal
     course of business/(T) and Indebtedness to Lender contemplated by this
     Agreement, create, incur or assume indebtedness for borrowed money, (b)
     except/(D) allowed as a Permitted Lien, sell, transfer, mortgage, assign,
     pledge, lease, grant a security interest in, or encumber any of Borrower's
     assets, or (c) sell with recourse any of Borrower's accounts, except to
     Lender.

     Continuity of Operations. (a) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (b) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity/(v), change ownership/(w) change its name, dissolve
     or transfer or sell Collateral out of the ordinary course of business, (c)
     pay any dividends on Borrower's stock (other than dividends payable in its
     stock), provided, however that notwithstanding the foregoing, but only so
     long as no Event of Default has occurred and is continuing or would result
     from the payment of dividends, if Borrower is a "Subchapter S Corporation"
     (as defined in the Internal Revenue Code of 1986, as amended). Borrower may
     pay cash dividends on its stock to its shareholders from time to time in
     amounts necessary to enable the shareholders to pay income taxes and make
     estimated income tax payments to satisfy their liabilities under federal
     and state law which arise solely from their status as Shareholders of a
     Subchapter S Corporation because of their ownership of shares of stock of
     Borrower, or (d) purchase or retire any of Borrower's outstanding shares or
     alter or amend Borrower's capital structure

     Loans, Acquisitions and Guaranties. /(X) Invest in or advance money or
     assets, (b) purchase, create or acquire any interest in any other
     enterprise or entity, or (c) Incur any obligation as surety or guarantor
     other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any other
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan: or (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender.

REPORTING COVENANTS.

1. Borrowers to provide to Lender annual certified public accountant audited
fiscal year end financial statements, along with a copy of the certified public
accountant management letter, within 120 days of fiscal year end.

2. Borrowers to provide to Lender copies of annual tax returns within 15 days of
filing.

3. Borrowers to provide to Lender monthly company prepared consolidated and
consolidating financial statements within 30 days after the end of each
four-week accounting period of Borrower: provided, however, that Borrower shall
have 45 days alter the end of each four-week accounting period to deliver such
financial statements with respect to all accounting periods ending on or prior
to March 26, 2001. Financial statements to include operating statements on each
restaurant.

4. Additional reporting, including store-by-store performance breakdown and
status of stores under development to be determined.

OTHER COVENANTS.

1. No advances on line of credit no. 0001910-9002 will be permitted until
January 2, 2001.

2. Borrowers agree to maintain their primary deposit relationships with Lender.

3. Through December 31, 2000, Borrowers to maintain minimum cash and marketable
securities of $1,500,000.00.

4. Borrower shall irrevocably grant a security interest in and pledge to Lender
as additional Collateral, all of Borrower's right, title and interest in the
Service Mark name of Baja Fresh. Borrower agrees to execute and deliver to
Lender any and all instruments, documents and agreements that Lender shall
require in Lender's sole discretion to effectuate the grant, a security interest
in and pledge of the foregoing from Borrower to Lender as additional collateral.
If any or all of the covenants and agreements set forth in this paragraph do not
occur, it shall be deemed an Event of Default.

OTHER FINANCIAL COVENANTS AND RATIOS (CONTINUED FROM PAGE 3). Comply with the
following covenants and ratios:

Effective Tangible Net Worth. Maintain a minimum Effective Tangible Net Worth of
not less than $16,500,000.00. Effective Tangible Net Worth is defined as net
worth less intangibles plus debt subordinated to Lender.

Debt to Effective Tangible Net Worth. Maintain a ratio of maximum Debt to
Effective Tangible Net Worth of 1.25 to 1.00.

Current Ratio. Maintain a ratio of Current Assets to Current Liabilities in
excess of 0.70 to 1.00. For purposes of calculating the Current Ratio covenant
only, Current Liabilities will not include the current portion of long term bank
debt and subordinated debt.

Debt Service Coverage. Maintain a ratio of minimum Debt Service Coverage of 2.00
to 1.00, defined as follows: The sum of net income before tax, plus depreciation
divided by current portion of long term debt. For purposes of calculating the
Debt Service Coverage Ratio, current portion of long term debt will not include
subordinated debt.

ADDITIONAL FINANCIAL COVENANTS.

1. Borrowers acknowledge and agree that no quarterly losses are permitted
excluding pre-opening costs.

2. Borrowers acknowledge and agree that quarterly losses for the Borrower's
fiscal quarter ending March 26, 2001 are not to exceed $300,000.00 alter
pre-opening costs and thereafter that quarterly losses are not to exceed
$200,000.00 after pre-opening costs.

RIDERS. All changes contained herein are included on the attached Exhibit "X".

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

     Default on Indebtedness. Failure of Borrower to make any/(Z) payment when
     due on the Loans(AA).

     Other Defaults. Failure of Borrower or any Grantor to comply with or to
     perform when due any other term, obligation, covenant or condition
     contained in this Agreement or in any of the Related Documents, or failure
     of Borrower to comply with or to perform any other term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default in Favor of Third Parties. Should Borrower or any Grantor default
     under any loan extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that/(BB) property or Borrower's or any Grantor's ability to repay the
     Loans or perform their respective Obligations under this Agreement or any
     of the Related Documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under this
     Agreement or the Related Documents is false or misleading in any material
     at the time made or furnished, or becomes false or misleading at any time
     thereafter.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any Security
     Agreement to create a valid and perfected Security Interest) at any time
     and for any reason.

     Insolvency. The dissolution or termination of Borrower's/(BBB) existence as
     a going business, the Insolvency of Borrower/(BBBB), the appointment of a
     receiver for any part of Borrower's/(BBB) property, any assignment for the
     benefit of creditors any type of creditor workout, or the commencement of
     any proceeding under any bankruptcy or insolvency laws by or against
     Borrower/(BBBB).

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help
     repossession or any other method, by any creditor of Borrower, any creditor
     of any Grantor against any collateral securing the indebtedness/(CC) or by
     any governmental agency. This includes a garnishment, attachment, or levy
     on or of any of Borrower's/(BBB) deposit accounts with Lender/(CCC).

<PAGE>

12-12-2000                  BUSINESS LOAN AGREEMENT                       Page 5
Loan No 9001                      (Continued)
================================================================================

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any Guarantor of any of the indebtedness or any Guarantor dies or
     becomes incompetent, or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness. Lender, at its option, may, but
     shall not be required to, permit the Guarantor's estate to assume
     unconditionally the obligations arising under the guaranty in a manner
     satisfactory to Lender, and, in doing so, cure the Event of Default.

     Events Affecting Co-Borrowers. Any of the preceding events occurs with
     respect to any Co-borrower of any of the indebtedness or any co-borrower
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any of the indebtedness. Lender, at its option, may, but
     shall not be required to, permit the co-borrower's estate to assume
     unconditionally the obligations on the Indebtedness in a manner
     satisfactory to Lender, and, in doing so, cure the Event of Default.

     Change in Ownership. Any change in ownership of/(DD) or more of the common
     stock of Borrower.

     Adverse Change. A material adverse change occurs in Borrower's financial
     condition, or Lender/(EE) believes the prospect of payment or performance
     of the Indebtedness is Impaired.

     Right to Cure/(EEE) any default, other than a Default of Indebtedness, is
     curable and if Borrower or Grantor, as the case may be, has not been given
     a notice of a similar default within the preceding twelve (12) months, it
     may be cured (and no Event of Default will have occurred) If Borrower or
     Grantor, as the case may be, after receiving written notice from Lender
     demanding cure of such default: (a) Cures the default within /(FF) or
     (b) if the cure requires more than /(FF) immediately initiates steps which
     Lender deems in Lender's sole discretion to be sufficient to cure the
     default and thereafter continues and completes all reasonable and necessary
     steps sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement Immediately will terminate (including any obligation to make
Loan Advances or disbursements), and, at Lender's option, all indebtedness
immediately will become due and payable, all without notice of any kind to
Borrower, except that in the case of an Event of Default of the type described
in the "Insolvency" subsection above, such acceleration shall be automatic and
not optional. In addition, Lender shall have all the rights and remedies,
provided in the Related Documents or available at law, in equity, or otherwise.
Except as may be prohibited by applicable law, all of Lender's rights and
remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

     Amendments. This Agreement, together with any Related Documents,
     constitutes the entire understanding and Agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     Applicable Law. This Agreement has been delivered to Lender and accepted by
     Lender in the State of California. If there is a lawsuit, Borrower agrees
     upon Lender's request to submit to the jurisdiction of the courts of Orange
     County, the State of California. Lender and Borrower hereby waive the right
     to any jury trial in any action, proceeding, or counterclaim brought by
     either Lender or Borrower against the other. Subject to the provisions on
     arbitration, this Agreement shall be governed by and construed in
     accordance with the laws of the State of California.

     Arbitration. Lender and Borrower agree that all disputes, claims and
     controversies between them, whether individual, joint, or class in nature,
     arising from this Agreement or otherwise, including without limitation
     contract and tort disputes, shall be arbitrated pursuant to the Rules of
     the American Arbitration Association, upon request of either party. No act
     to take or dispose of any Collateral shall constitute a waiver of this
     arbitration agreement or be prohibited by this arbitration agreement. This
     includes, without limitation, obtaining injunctive relief or a temporary
     restraining order: invoking a power of sale under any deed of trust or
     mortgage; obtaining a writ of attachment or imposition of a receiver: or
     exercising any rights relating to personal properly, including taking or
     disposing of such property with or without judicial process, pursuant to
     Article 9 of the Uniform Commercial Code. Any disputes, claims, or
     controversies concerning the lawfulness or reasonableness of any act, or
     exercise of any right, concerning any Collateral, including any claim to
     rescind, reform, or otherwise modify any agreement relating to the
     Collateral, shall also be arbitrated, provided however that no arbitrator
     shall have the right or the power to enjoin or restrain any act of any
     party. Lender and Borrower agree that in the event of an action for
     judicial foreclosure pursuant to California Code of Civil Procedure Section
     728, or any similar provision in any other state, the commencement of such
     an action will not constitute a waiver of the right to arbitrate and the
     court shall refer to arbitration as much of such action, including
     counterclaims, as lawfully may be referred to arbitration. Judgment upon
     any award rendered by any arbitrator may be entered in any court having
     jurisdiction. Nothing in this Agreement shall preclude any party from
     seeking equitable relief from a court of competent jurisdiction. The
     statute of limitations, estoppel, waiver, laches, and similar doctrines
     which would otherwise be applicable in an action brought by a party shall
     be applicable in any arbitration proceeding, and the commencement of an
     arbitration proceeding shall be deemed the commencement of an action for
     these purposes. The Federal Arbitration Act shall apply to the
     construction, interpretation, and enforcement of this arbitration
     provision.

     Caption Headings. Caption headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     Multiple Parties: Corporate Authority. All obligations of Borrower under
     this Agreement shall be joint and several, and all references to Borrower
     shall mean each and every Borrower, This means that each/(GG) signing below
     is responsible for all obligations in this Agreement.

     Consent to Loan Participation. Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loans to one or more purchasers, whether related or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, a potential purchasers, any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy it may have
     with respect to such matters. Borrower additionally waives any and all
     notices of sale of participation interests, as well as all notices of any
     repurchase of such participation interests. Borrower further waives all
     rights of offset or counterclaim that it may have now or later against
     Lender or against any purchaser of such a participation interest and
     unconditionally agrees that either Lender or such purchaser may enforce
     Borrower's obligation under the Loans irrespective of the failure or
     insolvency of any holder of any interest in the Loans. Borrower further
     agrees that the purchaser of any such participation interest may enforce
     its interests irrespective of any personal claims or defenses that Borrower
     may have against Lender.(GGG)

     Costs and Expenses. Borrower agrees to pay upon demand all of Lender's
     expenses, including without limitation /(HH) attorneys' fees, incurred in
     connection with the preparation, execution, enforcement, modification and
     collection of this Agreement or in connection with the Loans made pursuant
     to this Agreement. Lender may pay someone else to help collect the Loans
     and to enforce this Agreement, and Borrower will pay that amount. This
     includes, subject to any limits under applicable law, Lender's attorneys'
     fees and Lender's legal expenses, whether or not there is a lawsuit,
     including attorneys' fees for bankruptcy proceedings (including efforts to
     modify or vacate any automatic stay or injunction), appeals, and any
     anticipated post-judgment collection services. Borrower also will pay any
     court costs, in addition to all other sums provided by law.

     Notices. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or/(II) deposited
     with a nationally recognized overnight courier or/(II) deposited in the
     United States mail, first class, postage prepaid, addressed to the party to
     whom the notice is to be given at the address shown above. Any party may
     change its address for notices under this Agreement by giving formal
     written notice to the other parties, specifying that the purpose of the
     notice is to change the party's address. To the extent permitted by
     applicable law, if there is more than one Borrower, notice to any Borrower
     will constitute notice to all Borrowers. For notice purposes, Borrower will
     keep Lender informed at all times of Borrower's current address(es).

     Severability. If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     Successors and Assigns. All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure to
     the benefit of Lender, its successors and assigns. Borrower shall not,
     however, have the right to assign its rights under this Agreement or any
     interest therein, without the prior written consent of Lender.

     Survival. All warranties, representations, and covenants made by Borrower
     in this Agreement or in any certificate or other instrument delivered by
     Borrower to Lender under this Agreement shall be considered to have been
     relied upon by Lender and will survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

     Time is of the Essence. Time is of the essence in the performance of this
     Agreement.

     Waiver. Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender. No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right. A waiver by

<PAGE>

12-12-2000                  BUSINESS LOAN AGREEMENT                       Page 6
Loan No 9001                      (Continued)
================================================================================

     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Agreement. No prior waiver by
     Lender, nor any course of dealing between Lender and Borrower, or between
     Lender and any Grantor, shall constitute a waiver of any of Lender's rights
     or of any obligations of Borrower or of any Grantor as to any future
     transactions. Whenever the consent of Lender is required under this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent in subsequent instances where such consent is
     required, and in all cases such consent may be granted or withheld in the
     sole discretion of Lender.

EACH BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND EACH BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF
DECEMBER 12, 2000.

BORROWER:

Fresh Enterprises Inc.


By: /s/ Greg Dollarhyde
   -----------------------------------------
   Greg Dollarhyde, President & CEO


By: /s/ Donald Breen
   -----------------------------------------
   Donald Breen, Senior Vice President & CFO

Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill, Co-Borrower


By: /s/ Greg Dollarhyde
   -----------------------------------------
   Greg Dollarhyde, President & CEO


By: /s/ Donald Breen
   -----------------------------------------
   Donald Breen, Senior Vice President & CFO

LENDER:

Western Financial Bank


By:/s/ Richard Wagner
   -----------------------------------------
   Authorized Officer

================================================================================

<PAGE>

                                  EXHIBIT "X"

Riders to Business Loan Agreement by and between Fresh Enterprises, Inc. and
Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill (individually
and collectively "Borrower"), and Western Financial Bank ("Lender")

Rider (A):
---------

overdue for a period of more than 30 days or which are being contested in good
faith;

Rider (B):
---------

; and (g) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation

Rider (C):
---------

reasonably requested

Rider (D):
---------

its ownership or lease of properties or the conduct of its business requires
such qualification

Rider (E):
---------

truly and fairly discloses

Rider (F):
---------

and its results of operations for the period covered thereby in accordance with
GAAP, consistently applied, except as expressly noted therein and except for
year-end audit adjustments

Rider (G):
---------

, subject to the effects of applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors' rights generally and of
equitable principles

Rider (H):
---------

, to Borrower's knowledge,

Rider (I):
---------

, to Borrower's knowledge, is reasonably likely to

Rider (J):
---------

against Borrower, subject to the effects of applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors' rights
generally and of equitable principles

                                       1

<PAGE>

                                  EXHIBIT "X"

Riders to Business Loan Agreement by and between Fresh Enterprises, Inc. and
Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill (individually
and collectively "Borrower"), and Western Financial Bank ("Lender")

Rider (JJ):
----------

is reasonably likely to materially adversely

Rider (K):
---------

upon reasonable notice

Rider (L):
--------

reasonably

Rider (LL):
----------

upon the occurrence and during the continuance of an Event of Default,

Rider (M):
---------

in all material respects

Rider (N):
---------

which could reasonably be expected to have a material adverse effect on the
business or financial condition of Borrower

Rider (O):
---------

[intentionally omitted]

Rider (P):
---------

and corporate officers

Rider (Q):
---------

material

Rider (R):
---------

upon reasonable notice

Rider (S):
---------

, along with each financial statement,

                                       2

<PAGE>

                                  EXHIBIT "X"

Riders to Business Loan Agreement by and between Fresh Enterprises, Inc. and
Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill (individually
and collectively "Borrower"), and Western Financial Bank ("Lender")

Rider (T):
---------

, purchase money indebtedness incurred after the date of this Agreement in an
amount not to exceed $100,000 at any time outstanding

Rider (U):
---------

(i) purchase money liens or purchase money security interests securing purchase
money indebtedness incurred after the date of this Agreement in an amount not to
exceed $100,000 at any time outstanding, (ii) sales and assignments of inventory
and obsolete equipment in the ordinary course of Borrower's business, (iii)
security interests of Imperial Bank pursuant to that certain Credit Agreement
dated as of November 24, 1998 which will be terminated concurrently with the
making of the first Loan hereunder, and (iv) as otherwise

Rider (V):
---------

in any transaction which, together with the transactions permitted under the
following paragraph of this Agreement entitled "Loans, Acquisitions and
Guaranties," involves an aggregate payment of more than $3,000,000.00 by
Borrower

Rider (W):
---------

of forty percent (40%) or more of the common stock of Borrower

Rider (X):
---------

In an aggregate amount which exceeds $3,000,000.00, (a) loan

Rider (Y):
---------

[intentionally omitted and added to "Reporting Covenants" #3 text within
referenced document]

Rider (YY):
----------

[intentionally omitted and added to "Additional Financial Covenants" #2 text
within referenced document]

Rider (Z):
---------

principal

                                       3

<PAGE>

                                  EXHIBIT "X"

Riders to Business Loan Agreement by and between Fresh Enterprises, Inc. and
Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill (individually
and collectively "Borrower"), and Western Financial Bank ("Lender")

Rider (AA):
----------

or to pay any interest or other fees payable in respect of the Loans within five
(5) days after the due date thereof

Rider (BB):
----------

is reasonably likely to materially adversely affect Borrower's business or
financial condition

Rider (BBB):
-----------

or Grantor's

Rider (BBBB):
-----------

or Grantor

Rider (CC):
----------

which individually or in the aggregate has a value of $50,000 or more

Rider (CCC):
-----------

However, this Event of Default shall not apply if there is a good faith dispute
by Grantor or Borrower as to the validity or reasonableness of the claim which
is the basis of the creditor or forfeiture proceeding and if Grantor or Borrower
gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.

Rider (DD):
----------

forty percent (40%)

Rider (EE):
----------

reasonably

Rider (EEE):
-----------

Notwithstanding anything to the contrary set forth above, if

Rider (FF):
----------

fifteen (15) business days

                                       4

<PAGE>

                                  EXHIBIT "X"

Riders to Business Loan Agreement by and between Fresh Enterprises, Inc. and
Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill (individually
and collectively "Borrower"), and Western Financial Bank ("Lender")

Rider (GG):
----------

Borrower

Rider (GGG):
-----------

Notwithstanding the foregoing, Lender's sale or transfer of participation
interests hereunder shall be at Lender's sole cost and expense and such sale or
transfer shall not require Borrower to deal with more than one party as lender
hereunder and shall not increase any of the costs or expenses payable by
Borrower hereunder, including without limitation those payable pursuant to the
next succeeding paragraph entitled "Costs and Expenses." Borrower shall be
required to pay only the expenses of Lender or, if applicable, a different
designated lead participant and the reasonable fees of one firm of attorneys
which will act on behalf of Lender and/or such lead participant and all other
purchasers of participation interests. Subject to the foregoing, Borrower agrees
that they shall not contest the treatment of any purchasers of participation
interests as the absolute owners of such interests in the Loans.

Rider (HH):
----------

reasonable

Rider (II):
----------

one (1) day after being

Rider (JJJ):
-----------

five (5) days after being

BORROWER:

Fresh Enterprises, Inc.


By: /s/ Greg Dollarhyde
    ----------------------------------------------
    Greg Dollarhyde, President & CEO


By: /s/ Donald Breen
    ----------------------------------------------
    Donald Breen, Senior Vice President & CFO

                                       5

<PAGE>

                                  EXHIBIT "X"

Riders to Business Loan Agreement by and between Fresh Enterprises, Inc. and
Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill (individually
and collectively "Borrower"), and Western Financial Bank ("Lender")

Baja Fresh Westlake Village, Inc., dba Baja Fresh Mexican Grill


By: /s/ Greg Dollarhyde
    ----------------------------------------------
    Greg Dollarhyde, President & CEO


By: /s/ Donald Breen
    ----------------------------------------------
    Donald Breen, Senior Vice President & CFO

LENDER:


Western Financial Bank


By: /s/ Richard Wagner
    ----------------------------------------------
    Authorized Officer

                                       6

<PAGE>

                          [LOGO] Western Financial Bank

                            CHANGE IN TERMS AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
  Principal      Loan Date     Maturity    Loan No   Call/Coll   Account   Officer     Initials
<S>              <C>          <C>          <C>       <C>         <C>        <C>      <C>
$12,000,000.00   07-10-2001   12-11-2001             4AO/3100    0001910    00905    /s/ Illegible
--------------------------------------------------------------------------------------------------
 References in the shaded area are for Lender's use only and do not limit the applicability of
 this document to any particular loan or item. Any item above containing "***" has been omitted
                         due to text length limitations.
--------------------------------------------------------------------------------------------------
</TABLE>

Borrower: Fresh Enterprises, Inc.               Lender: Western Financial Bank
          Baja Fresh Westlake Village,                  Commercial Banking Group
          Inc. dba Baja Fresh                           15750 Alton Parkway
          Mexican Grill                                 Irvine, CA 92618
          225 W. Hillcrest Drive, Suite 351
          Thousand Oaks, CA 91360

================================================================================

                                                Date of Agreement: July 10, 2001

DESCRIPTION OF EXISTING INDEBTEDNESS. Business Loan Agreement dated December 12,
2000, along with all renewals, extensions and/or modifications.

DESCRIPTION OF CHANGE IN TERMS.

Replace the Current Ratio covenant with the following:

Maintain a ratio of Current Assets to Current Liabilities in excess of 0.50 to
1.00.

For purposes of calculating the Current Ratio covenant only, Current Liabilities
will not include the current portion of long term bank debt and subordinated
debt.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligalion(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

BORROWER:

FRESH ENTERPRISES, INC.


By: /s/ Greg Dollarhyde                By: /s/ Donald Breen
    --------------------------------       -------------------------------------
    Greg Dollarhyde, President & CEO       Donald Breen, Senior Vice Pres. & CFO
    of Fresh Enterprises, Inc.             of Fresh Enterprises, Inc.


BAJA FRESH WESTLAKE VILLAGE, INC. DBA BAJA FRESH MEXICAN GRILL


By: /s/ Greg Dollarhyde                By: /s/ Donald Breen
    --------------------------------       -----------------------------------
    Greg Dollarhyde, President & CEO       Donald Breen, Senior Vice Pres.& CFO
    of Westlake Village, Inc. dba          of Fresh Westlake Village, Inc.dba
    Baja Fresh Mexican Grill               Baja Fresh Mexican Grill

LENDER:


WESTERN FINANCIAL BANK


X /s/ Richard Wagner
  ------------------------------------
  Authorized Signer

================================================================================

<PAGE>

                          [LOGO] Western Financial Bank

                            CHANGE IN TERMS AGREEMENT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
  Principal      Loan Date     Maturity    Loan No    Call/Coll   Account   Officer    Initials
<S>              <C>          <C>          <C>        <C>         <C>        <C>       <C>
$16,000,000.00   09-27-2001   09-30-2002   0099(CM)   4AO/3100    0001910    00905
-------------------------------------------------------------------------------------------------
 References in the shaded area are for Lender's use only and do not limit the applicability of
 this document to any particular loan or item. Any item above containing "***" has been omitted
                         due to text length limitations.
-------------------------------------------------------------------------------------------------
</TABLE>

Borrower: Fresh Enterprises, Inc.               Lender: Western Financial Bank
          Baja Fresh Westlake Village,                  Commercial Banking Group
          Inc. dba Baja Fresh                           15750 Alton Parkway
          Mexican Grill                                 Irvine, CA 92618
          225 W. Hillcrest Drive, Suite 351
          Thousand Oaks, CA 91360

================================================================================

<TABLE>
<S>                                <C>                    <C>
Principal Amount: $16,000,000.00   Initial Rate: 6.250%   Date of Agreement: September 27, 2001
</TABLE>

     DESCRIPTION OF EXISTING INDEBTEDNESS. Business Loan Agreement dated
     December 12, 2000, along with all renewals, extensions and/or
     modifications.

     DESCRIPTION OF CHANGE IN TERMS. Upon verification by Lender of a
     $12,000,000.00 Preferred Stock Series C equity contribution by Borrower's
     stockholders, the following changes to the Business Loan Agreement shall
     become effective:

          The Income paragraph, as referenced in the FINANCIAL COVENANTS AND
          RATIOS section of the Business Loan Agreement, is hereby amended to
          include (add) the following:

               Maintain not less than $4,000,000.00 EBITDA for the six-month
               fiscal period ending June 30, 2002 and not less than
               $11,000,000.00 for fiscal year ending December 31, 2002. EBITDA
               financial covenant calculations are before store pre-opening
               costs and non-cash stock compensation expense.

          The covenants and ratios, as referenced in the OTHER FINANCIAL
          COVENANTS AND RATIOS section of the Business Loan Agreement, are
          hereby replaced with the following, as applicable:

               Effective Tangible Net Worth. Maintain a minimum Effective
               Tangible Net Worth ratio of not less than $29,000,000.00.
               Effective Tangible Net Worth is defined as net worth less
               intangibles plus debt subordinated to Lender.

               Debt to Effective Tangible Net Worth. Maintain a maximum Debt to
               Effective Tangible Net Worth ratio of 0.50 to 1.00.

                    Beginning March 31, 2002, maintain a maximum Debt to
                    Effective Tangible Net Worth ratio of 0.75 to 1.00.

                    Beginning June 30, 2002, maintain a maximum Debt to
                    Effective Tangible Net Worth ratio of 1.00 to 1.00.

                    Beginning September 30, 2002, maintain a maximum Debt to
                    Effective Tangible Net Worth ratio of 1.25 to 1.00.

               Debt Service Coverage. Maintain a minimum Debt Service Coverage
               ratio of 2.00 to 1.00. Debt Service Coverage is defined as net
               income before tax, plus pre-opening costs, plus depreciation,
               plus non-cash stock compensation expense, divided by current
               portion of long term debt. For purposes of calculating the Debt
               Service Coverage ratio, current portion of long term debt shall
               not include subordinated debt.

          The existing ADDITIONAL FINANCIAL COVENANTS are hereby removed and
          replaced with the following:

               Quarterly Losses. Borrower shall incur no quarterly losses.

          The existing REPORTING COVENANTS are hereby removed and replaced with
          the following:

               Annual Statements. Fresh Enterprises, Inc. shall provide to
               Lender annual unqualified fiscal year end financial statements,
               consolidated to include all subsidiaries of Fresh Enterprises,
               Inc., audited by a certified public accountant (CPA) and
               accompanied by a copy of the CPA management letter. The annual
               financial statement, to be accompanied by a consolidation
               schedule, is due to Lender within ninety (90) days of Borrower's
               fiscal year end.

               Tax Returns. Fresh Enterprises, Inc. shall provide to Lender a
               copy of annual tax returns, combined to include all subsidiaries
               of Fresh Enterprises, Inc. Copies of tax returns are due to
               Lender within fifteen (15) days of filing.

               Monthly Statements. Fresh Enterprises, Inc. shall provide to
               Lender monthly consolidated financial statements, combined to
               include all subsidiaries of Fresh Enterprises, Inc., prepared by
               Borrower. The monthly financial statement is due to Lender within
               thirty (30) days of each four-week accounting period of Borrower.
               Only upon request of Lender, Borrower to provide to financial
               statements to include operating results on each restaurant
               (store-by-store breakdown).

               Store-by-Store Summary and Status Reports. Borrower shall provide
               to Lender a monthly summary report reflecting store-by-store
               performance and a status report of stores under development. The
               summary and status reports are due to Lender within thirty (30)
               days of each month end.

          The following section is hereby added to the Business Loan Agreement:

               SUBORDINATION. Prior to disbursement of any loan proceeds,
               Borrower shall deliver to Lender a subordination agreement on
               Lender's form, executed by Borrower's creditor named below,
               subordinating all of Borrower's indebtedness to such creditor, or
               such lesser amounts as may be agreed to by Lender in writing, and
               any security interests in collateral securing that indebtedness
               to the Loans and security interests of Lender.

                      Creditor: James Magglos           $2,000,000.00

          The Commercial Guaranty dated December 12, 2000, in the amount of
          $12,000,000.00 in favor of Lender, executed by Triune Corporation, is
          superseded in it's entirety and replaced by that certain Commercial
          Guaranty dated September 27, 2001, in the amount of $18,000,000.00 in
          favor of Lender, executed by Triune Corporation.

<PAGE>

                            HANGE IN TERMS AGREEMENT
Loan No: 0099 (CM)                  (Continued)                          Page 2
================================================================================

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

BORROWER:

FRESH ENTERPRISES, INC.


By: /s/ Greg Dollarhyde               By: /s/ Donald Breen
    --------------------------------      --------------------------------------
    Greg Dollarhyde, President & CEO      Donald Breen, Senior Vice Pres. & CFO
    of Fresh Enterprises, Inc.            of Fresh Enterprises, Inc.


BAJA FRESH WESTLAKE VILLAGE, INC. DBA BAJA FRESH MEXICAN GRILL


By: /s/ Greg Dollarhyde               By: /s/ Donald Breen
    --------------------------------      --------------------------------------
    Greg Dollarhyde, President &.CEO      Donald Breen, Senior Vice Pres. & CFO
    of Baja Fresh Westlake Village,       of Baja Fresh Westlake Village, Inc.
    Inc.dba Baja Fresh Mexican Grill      dba Baja Fresh Mexican Grill

LENDER:

WESTERN FINANCIAL BANK


X /s/ Richard Wagner
  ---------------------------------
  Authorized Signer

================================================================================