<PAGE>

                                                                    Exhibit 4.13
 
                                 FIRST AMENDMENT TO
                                 WARRANT AGREEMENT


          THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this "Amendment") is made
and entered into as of this 15th day of November, 1996 by and between UNCLE B'S
BAKERY, INC., an Iowa corporation (the "Issuer"), and CREDITANSTALT AMERICAN
CORPORATION, a Delaware corporation ("Creditanstalt").

                                 W I T N E S S E T H :
                                 - - - - - - - - - -  

          WHEREAS, pursuant to the Loan and Security Agreement dated as of July
12, 1995 between the Issuer and Creditanstalt Corporate Finance, Inc. ("CFI")
(the "Loan Agreement"), CFI made a loan to the Issuer upon the terms set forth
in the Loan Agreement; and

          WHEREAS, in order to induce CFI to structure and to provide the loan
pursuant to the Loan Agreement, the Issuer executed and delivered a Warrant
Agreement dated as of July 12, 1995 (as the same may be amended, supplemented or
otherwise modified from time to time, the "Warrant Agreement") and issued to CFI
Warrants to purchase 215,000 shares of Common Stock or Convertible Preferred
Stock of the Issuer, which Warrants were later transferred by CFI to
Creditanstalt, an affiliate of CFI; and

          WHEREAS, the Issuer and CFI wish to enter into a First Amendment to
Loan and Security Agreement dated of even date herewith (as the same may be
amended, supplemented, or otherwise modified from time to time, the "Loan
Agreement Amendment") to provide for the loan of additional funds; and

          WHEREAS, in connection with and to induce CFI to enter into the Loan
Agreement Amendment, the Issuer has agreed to amend the Warrant Agreement, as
further set forth herein, in order to provide for the issuance of certain
additional Warrants to Creditanstalt and make certain other changes set forth
herein;

          NOW, THEREFORE, in consideration of these premises, the terms and
conditions herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

          Section 1.  Definitions.  As used in this Amendment, unless otherwise
defined herein, terms defined in the Warrant Agreement shall have the meaning
set forth therein when used herein.

          Section 2.  Amendment of Definition of "Closing Date".  The term
"Closing Date," as set forth in Section 1 of the Warrant Agreement, is hereby
deleted in its entirety and the following definition is substituted in lieu
thereof:

               "Closing Date" shall mean (i) with respect to the Series A
          Warrants, July 12, 1995, the date of the closing of the Loan
          Agreement, and (ii) with respect to the Series B Warrants and the
          Purchased Shares, November 15, 1996.
<PAGE>
 
     Section 3.  Amendment of Definition of "Convertible Preferred Stock".  The
term "Convertible Preferred Stock," as set forth in Section 1 of the Warrant
Agreement, is hereby deleted in its entirety and the following definition is
substituted in lieu thereof:

               "Convertible Preferred Stock" shall mean the Class B Preferred
          Stock, Series 2 of the Issuer, par value $.01 per share which shall be
          convertible into Common Stock of the Issuer, and shall include any
          stock into which such Series 2 Preferred Stock shall have been changed
          or any stock resulting from any reclassification of such Series 2
          Preferred Stock.

     Section 4.  Amendment of Definition of "Exercise Price."   The term
"Exercise Price," as set forth in Section 1 of the Warrant Agreement, is hereby
deleted in its entirety and the following definition is substituted in lieu
thereof:

               "Exercise Price" shall mean the exercise price of a Warrant,
                --------------                                             
          which shall be $2.25 per Warrant.

     Section 5.  Amendment of Definition of "Expiration Date".  The term
"Expiration Date," as set forth in Section 1 of the Warrant Agreement, is hereby
deleted in its entirety and the following definition is substituted in lieu
thereof:

               "Expiration Date" shall mean (i) with respect to the Series A
          Warrants, July 12, 2005, and (ii) with respect to the Series B
          Warrants, November 15, 2006.

     Section 6.  Definition of "Non-Public Purchased Shares".  Section 1 of the
Warrant Agreement is hereby amended by adding following the definition of "Non-
Attributable Stock," a new definition of "Non-Public Purchased Securities" as
follows:

               "Non-Public Purchased Shares" shall mean the Purchased Shares
          that have not been sold to the public and bear a restrictive legend.

     Section 7.  Definition of "Purchased Shares".  Section 1 of the Warrant
Agreement is hereby amended by adding following the definition of "Non-Surviving
Combination," a new definition of "Purchased Shares" as follows:

               "Purchased Shares" shall mean the 111,111 shares of Common Stock
          purchased by Creditanstalt pursuant to that certain subscription
          agreement dated November 15, 1996 between the Issuer and
          Creditanstalt.

     Section 8.  Definition of "Registrable Securities".  Section 1 of the
Warrant Agreement is hereby amended by adding following the definition of "Put
Right" a new definition of "Registrable Securities" as follows:

                                       2
<PAGE>
 
               "Registrable Securities" shall mean the Warrants, the Non-Public
          Warrant Shares and the Non-Public Purchased Shares.

     Section 9.  Definition of "Series A Warrants" and "Series B Warrants".
Section 1 of the Warrant Agreement is hereby amended by adding following the
definition of "Securities Act" new definitions of "Series A Warrants" and
"Series B Warrants" as follows:

               "Series A Warrants" shall mean the stock purchase warrants issued
          pursuant to this Warrant Agreement entitling the record holders
          thereof to purchase from the Issuer at the Warrant Office an aggregate
          of 215,000 shares of Common Stock or Convertible Preferred Stock (in
          the percentages and to the extent provided in subsections 6(e) and
          6(f) hereof and subject in each case to adjustments as provided in
          Section 12) at the Exercise Price therefor at any time after July 12,
          1995 and before 5:00 p.m., New York time, on the Expiration Date
          therefor; individually, a "Series A Warrant."

               "Series B Warrants" shall mean the stock purchase warrants issued
          pursuant to this Warrant Agreement entitling the record holders
          thereof to purchase from the Issuer at the Warrant Office an aggregate
          of 205,000 shares of Common Stock or Convertible Preferred Stock (in
          the percentages and to the extent provided in subsections 6(e) and
          6(f) hereof and subject in each case to adjustments as provided in
          Section 12) at the Exercise Price therefor at any time after November
          15, 1996 and before 5:00 p.m., New York time, on the Expiration Date
          therefor; individually, a "Series B Warrant."

     Section 10.  Amendment of Definition of "Warrant Holders".  The term
"Warrant Holders," as set forth in Section 1 of the Warrant Agreement, is hereby
amended by deleting the period at the end of the sentence and adding the
following language:

          "and holders of Non-Public Purchased Shares that have not been sold to
          the public and bear a restrictive legend."

     Section 11.  Amendment of Definition of "Warrants".  The term "Warrants,"
as set forth in Section 1 of the Warrant Agreement, is hereby deleted in its
entirety and the following definition is substituted in lieu thereof:

               "Warrants" shall mean the Series A Warrants and Series B
                --------                                               
          Warrants, collectively; individually, a "Warrant."

     Section 12.  Duration and Exercise of Warrants.  Section 6 of the Warrant
Agreement is hereby amended to delete subsection (a) thereof in its entirety and
to substitute therefor a new subsection (a) to read as follows:

                                       3
<PAGE>
 
          (a)  (i)  The Series A Warrants evidenced by a Warrant Certificate
          shall be exercisable in whole or in part by the registered holder
          thereof on any Business Day after July 12, 1995 and on or before 5:00
          p.m., New York time, on the Expiration Date therefor.

               (ii) The  Series B Warrants evidenced by a Warrant Certificate
          shall be exercisable in whole or in part by the registered holder
          thereof on any Business Day after November 15, 1996 and on or before
          5:00 p.m., New York time, on the Expiration Date therefor.

     Section 13.  Duration and Exercise of Warrants.  Section 6 of the Warrant
Agreement is hereby further amended to delete the first proviso of the first
sentence of subsection (e) in its entirety and to substitute therefor a new
proviso to read as follows:

          . . . , provided that the Warrant Holder shall not have the right to
          have issued to it upon exercise Common Stock which, when aggregated
          with the shares of Common Stock (other than shares of Non-Attributable
          Stock) previously issued as Warrant Shares or issued in conversion of
          Convertible Preferred Stock previously issued as Warrant Shares or
          owned or previously owned by the Warrant Holder, . . .

     Section 14.  Duration and Exercise of Warrants.  Section 6 of the Warrant
Agreement is hereby further amended to delete therefrom subsection (f) in its
entirety and to substitute therefor a new subsection (f) to read as follows:

               (f) Notwithstanding the foregoing provisions of this Section 6,
          in no event shall any Warrant be exercisable for shares of Common
          Stock or Convertible Preferred Stock which, when aggregated with all
          other shares of capital stock of the Issuer then held by Creditanstalt
          or its Affiliates, would, upon issuance, represent in excess of 24.99%
          of the Equity of the Issuer unless such shares, when issued, would
          constitute Non-Attributable Stock.

     Section 15.  Voting Agreement.  Section 9(c) of the Warrant Agreement is
hereby amended by adding the words "or any Affiliate, including without
limitation Creditanstalt American Corporation," following the word
"Creditanstalt" in the first line thereof.

     Section 16.  Adjustment of Number of Warrant Shares Purchasable.  The
Warrant Agreement is hereby further amended by adding a new subsection 12(j)(3)
which shall read as follows:

               (3) there shall be no adjustment pursuant to this Section 12 with
          respect to the Issuer's issuance to Creditanstalt of the 
 
                                       4
<PAGE>
 
          Purchased Shares.

     Section 17.  Registration.  The Warrant Agreement is hereby further amended
by deleting Section 15 in its entirety and substituting the following Section 15
in lieu thereof:

          Section 15.  Registration.
                       ------------ 

               (a) Upon the written demand of any Warrant Holder to the Issuer
          (a "Demand") at any time and from time to time after the date which is
          four years after the Closing Date requesting that the Issuer effect
          the registration under the Securities Act of Registrable Securities of
          such Warrant Holder, the Issuer will promptly give written notice (a
          "Demand Notice") of such Demand to all other Warrant Holders.  Each
          other Warrant Holder may request that the Issuer effect the
          registration under the Securities Act of additional Registrable
          Securities of such Warrant Holder by delivering written notice to the
          Issuer specifying such number of Registrable Securities within 20 days
          of receipt of the Demand Notice.  In the event that the Issuer
          receives requests for the registration under the Securities Act of at
          least an aggregate of 50,000 Non-Public Warrant Shares or Non-Public
          Purchased Shares (or if less than an aggregate of 50,000 Registrable
          Securities are outstanding, the remainder of the Non-Public Warrant
          Shares and Non-Public Purchased Shares then outstanding) within such
          20-day period the Issuer shall give written notice (a "Registration
          Notice") to all Warrant Holders that the Issuer will be filing a
          registration statement pursuant to this subsection 15(a) and will
          thereupon use its reasonable best efforts promptly to effect the
          registration under the Securities Act of (i) the Registrable
          Securities which Warrant Holders have requested to be registered
          within 20 days of the Demand Notice, and (ii) additional Registrable
          Securities which Warrant Holders have requested to be registered
          within 10 days of the Registration Notice.  Promptly within 20 days of
          the Registration Notice, the Issuer will notify all Warrant Holders
          whose Registrable Securities are to be included in the registration of
          the number of additional Registrable Securities requested to be
          included therein by the other Warrant Holders.  If the registration of
          which the Issuer gives notice pursuant to subsection 15(a) is for an
          underwritten public offering, only Registrable Securities which are to
          be included in the underwriting may be included in such registration,
          and the selling Warrant Holders shall, after reasonable consultation
          with the Issuer, have the right to designate the managing
          underwriter(s) in any such underwritten public offering with the
          consent of the Issuer (which consent shall not be unreasonably
          withheld).  Holders who include Registrable Securities in a
          registration pursuant to subsection 15(a) shall bear the cost of any
          underwriters' discounts and commissions relating to 

                                       5
<PAGE>
 
          their Registrable Securities which are sold.

               (b) The Issuer is obligated to effect one demand registration
          under subsection 15(a) and the Issuer shall bear all expenses other
          than underwriting discounts and commissions, if any, in connection
          with such registration, filings or qualifications pursuant to
          subsection 15(a), including without limitation all registration,
          filing and qualification fees, printers' and accounting fees, the fees
          and disbursements of counsel for the Issuer and the fees and
          disbursements of one counsel for the selling Warrant Holders, provided
          that (i) a registration will not constitute a demand registration
          under subsection 15(a) until it has been declared effective under the
          Securities Act, (ii) if a registration statement filed pursuant to
          subsection 15(a) is terminated or withdrawn by the Issuer before all
          Registrable Securities covered thereby have been sold, the Issuer
          shall be obligated to pay the expenses of an additional demand
          registration under subsection 15(a), and (iii) no Person other than
          holders of Registrable Securities and the Persons who have
          registration rights on the date of this Warrant Agreement as described
          on Schedule II hereto shall have any right to have securities included
          in any registration under subsection 15(a).  Any Person other than a
          holder of Registrable Securities whose securities are included in a
          registration under subsection 15(a) shall be subject to the same
          limitations applicable to "Other Security Holders" set forth in
          subsection 15(c).

               (c) If, at any time after the date hereof, the Issuer proposes to
          register any of its securities under the Securities Act (except
          pursuant to a registration statement filed on Form S-8 or Form S-4 or
          such other form as shall be prescribed under the Act for the same
          purposes), it will at each such time give written notice (which notice
          shall state the intended method of disposition thereof by the
          prospective sellers) to all holders of outstanding Registrable
          Securities of its intention to do so and the proposed minimum offering
          price per Registrable Security and upon the written request of any
          holder thereof given within 10 days after the Issuer's giving of such
          notice, the Issuer will use its reasonable best efforts to effect the
          registration of the Registrable Securities which it shall have been so
          requested to register by including the same in such registration
          statement all to the extent required to permit the sale or other
          disposition thereof in accordance with the intended method of sale or
          other disposition given in each such request.  If the registration of
          which the Issuer gives notice pursuant to this subsection 15(c) is for
          an underwritten public offering, only Registrable Securities which are
          to be included in the underwriting may be included in such
          registration, and the Issuer shall have the right to designate the
          managing underwriter(s) in any such 

                                       6
<PAGE>
 
          underwritten public offering; provided that (i) the Issuer shall use
          its best efforts to cause the managing underwriter(s) to include the
          Registrable Securities requested to be included in the registration in
          the underwriting; (ii) if the managing underwriter(s) advises the
          holders of the Registrable Securities and all other Persons seeking to
          include securities of the Issuer held by them in such registration
          statement ("Other Security Holders") in writing that the total amount
          of securities which they and the Issuer intend to include in such
          offering is sufficiently large to materially and adversely affect the
          success of such offering, the amount of securities to be offered for
          the accounts of all holders of the Registrable Securities requesting
          to be so included and all Other Security Holders, other than the
          Issuer, shall be reduced pro rata (based upon the amount of securities
          each such Person sought to include in the offering) to the extent
          necessary to reduce the total amount of securities to be included in
          the offering to the amount recommended by such managing underwriter(s)
          (which amount may be zero, if so recommended by such managing
          underwriter(s); provided, however, that unless prohibited by the terms
          of warrants outstanding on the date of this Warrant Agreement, holders
          of Registrable Securities shall be entitled to have a minimum of
          50,000 Registrable Securities included in such registration statement
          before any securities held by Other Security Holders are included
          therein. Any registration statement filed pursuant to this subsection
          15(c) may be withdrawn at any time at the discretion of the Issuer.


               (d) If a registration under subsection 15(a) or 15(c) shall be in
          connection with an underwritten public offering, each holder of
          Registrable Securities shall be deemed to have agreed by acquisition
          of such Registrable Securities not to effect any sale or distribution,
          including any sale pursuant to Rule 144 or Rule 144A, of any
          Registrable Securities, and to use such holder's reasonable best
          efforts not to effect any such sale or distribution of any other
          equity security of the Issuer or of any security convertible into or
          exchangeable or exercisable for any equity security of the Issuer
          (other than as part of such underwritten public offering) within seven
          days before or 90 days after the effective date of such registration
          statement (and the Issuer hereby also so agrees and agrees to cause
          each holder of any equity security, or of any security convertible
          into or exchangeable or exercisable for any equity security, of the
          Issuer purchased from the Issuer at any time other than in a public
          offering, so to agree).

               (e) As a condition to the inclusion of a holder's Registrable
          Securities in any registration statements, each such holder of
          Registrable Securities requesting registration thereof will 

                                       7
<PAGE>
 
          furnish to the Issuer such information with respect to such holder as
          is required to be disclosed in the registration statement (and the
          prospectus included therein) by the applicable rules, regulations and
          guidelines of the Commission. Failure of a holder to furnish such
          information or agreement shall not affect the obligation of the Issuer
          under this Section 15 to the remaining holders who furnish such
          information.

               (f) If and whenever the Issuer is required under this Section 15
          to use its reasonable best efforts to effect the registration of
          Registrable Securities under the Securities Act, the Issuer shall:

                    (i)   as expeditiously as possible and subject to the
          limitations set forth in subsection 15(c), prepare and file with the
          Commission a registration statement on the appropriate form with
          respect to such Registrable Securities and use its best efforts to
          cause such registration statement to become effective as soon as
          practicable after such filing;

                    (ii)  as expeditiously as possible, prepare and file with
          the Commission such amendments and supplements (including post-
          effective amendments and supplements) to the registration statement
          covering such Registrable Securities and the prospectus used in
          connection therewith as may be necessary to keep such registration
          statement effective and usable for resale for a period necessary to
          complete the distribution of such securities, but in no event in
          excess of 24 months plus any period during which the holders of
          Registrable Securities are obligated to refrain from selling because
          the Issuer is required to amend or supplement the prospectus under
          subsection 15(f)(iv), and to comply with the provisions of the
          Securities Act with respect to the disposition of all Registrable
          Securities covered by such registration statement during such period
          in accordance with the intended method of disposition of the sellers
          set forth therein;

                    (iii) as expeditiously as possible, furnish to each seller
          of such Registrable Securities registered, or to be registered under
          the Securities Act, and to each underwriter, if any, of such
          Registrable Securities such number of copies of a prospectus and
          preliminary prospectus in conformity with the requirements of the
          Securities Act, and such other documents as such seller or underwriter
          may reasonably request in order to facilitate the public sale or other
          disposition of such Registrable Securities;

                    (iv)  as expeditiously as possible, notify each seller of
          such Registrable Securities if, at any time when a prospectus relating
          to such Registrable Securities, is required to be delivered 

                                       8
<PAGE>
 
          under the Securities Act, any event shall have occurred as a result of
          which the prospectus then in use with respect to such Registrable
          Securities would include an untrue statement of a material fact or
          omit to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading or for any
          other reason it shall be necessary to amend or supplement such
          prospectus in order to comply with the Securities Act and prepare and
          furnish to all sellers as promptly as possible, and in any event
          within ninety (90) days of such notice, a reasonable number of copies
          of a supplement to or an amendment of such prospectus which will
          correct such statement or omission or effect such compliance;

                    (v)    as expeditiously as possible, use its reasonable best
          efforts to register or qualify such Registrable Securities under such
          other securities or blue sky laws of such jurisdictions as such seller
          shall reasonably request and do any and all other acts and things
          which may be reasonably necessary to enable such seller to consummate
          the public sale or other disposition in each such jurisdiction of the
          Registrable Securities owned by such seller and included in such
          registration statement, provided that the Issuer shall not be required
          to consent to the general service of process or to qualify to do
          business in any jurisdiction where it is not then qualified;

                    (vi)   use its reasonable best efforts to keep the holders
          of such Registrable Securities informed of the Issuer's best estimate
          of the earliest date on which such registration statement or any post-
          effective amendment or supplement thereto will become effective and
          will promptly notify such holders and the managing underwriters, if
          any, participating in the distribution pursuant to such registration
          statement of the following: (A) when such registration statement or
          any post-effective amendment or supplement thereto becomes effective
          or is approved; (B) of the issuance by any competent authority of any
          stop order suspending the effectiveness or qualification of such
          registration statement or the prospectus then in use or the initiation
          or threat of any proceeding for that purpose; and (C) of the
          suspension of the qualification of any Registrable Securities included
          in such registration statement for sale in any jurisdiction;

                    (vii)  make available to its security holders, as soon as
          practicable, an earnings statement covering a period of at least
          twelve months which satisfies the provisions of Section 11(a) of the
          Securities Act and Rule 158 thereunder;

                    (viii) cooperate with the sellers of such Registrable

                                       9
<PAGE>
 
          Securities and the underwriters, if any, of such Registrable
          Securities; give each seller of such Registrable Securities, and the
          underwriters, if any, of such Registrable Securities and their
          respective counsel and accountants, such access to its books and
          records and such opportunities to discuss the business of the Issuer
          with its officers and independent public accountants as shall be
          necessary to enable them to conduct a reasonable investigation within
          the meaning of the Securities Act and, in the event that Registrable
          Securities are to be sold in an underwritten offering, enter into an
          underwriting agreement containing customary representations and
          warranties, covenants, conditions and indemnification provisions,
          including without limitation the furnishing to the underwriters of a
          customary opinion of independent counsel to the Issuer and a customary
          "comfort" letter from the Issuer's independent public accountants;

                    (ix)  provide a CUSIP number for all Registrable Securities
          not later than the effective date of the registration statement;

                    (x)   as to any registration under subsection 15(a) and all
          registrations under subsection 15(c), pay all costs and expenses
          incident to the performance and compliance by the Issuer of this
          Section 15, including without limitation (A) all registration and
          filing fees; (B) all printing expenses; (C) all fees and disbursements
          of counsel and independent public accountants for the Issuer; (D) all
          blue sky fees and expenses (including fees and expenses of counsel in
          connection with blue sky surveys); (E) all transfer taxes; (F) the
          entire expense of any special audits required by the rules and
          regulations of the Commission; (G) the cost of distributing
          prospectuses in preliminary and final form as well as any supplements
          thereto; and (H) the fees and expenses of one counsel for the holders
          of the Registrable Securities being registered; and

                    (xi)  as to the first registration under subsection 15(a)
          which is in respect of an underwritten offering, as expeditiously as
          possible, take such actions as the underwriters reasonably request in
          order to expedite or facilitate the disposition of the Registrable
          Securities to be included in such offering (including, without
          limitation, effecting a stock split, stock dividend or a combination
          of shares of Common Stock), provided that the Issuer shall not be
          required to call a special meeting of shareholders to obtain approval
          of such actions.

             (g)(i) The Issuer will indemnify and hold harmless each seller
          of Registrable Securities, each director, officer, employee and agent
          of each seller, and each other person, if any, who 

                                      10
<PAGE>
 
          controls such seller within the meaning of the Securities Act or the
          Exchange Act from and against any and all losses, claims, damages,
          liabilities and legal and other expenses (including costs of
          investigation) caused by any untrue statement or alleged untrue
          statement of a material fact contained in any registration statement
          under which such Registrable Securities were registered under the
          Securities Act, any prospectus or preliminary prospectus contained
          therein or any amendment or supplement thereto, or caused by any
          omission or alleged omission to state therein a material fact required
          to be stated therein or necessary to make the statements therein not
          misleading, except insofar as such losses, claims, damages,
          liabilities or expenses are caused by any such untrue statement or
          omission or alleged untrue statement or omission based upon
          information relating to such seller and furnished to the Issuer in
          writing by such seller expressly for use therein, and provided that
          the Issuer will not be liable to any Person who participates as an
          underwriter in the offering or sale of Registrable Securities or any
          other Person, if any, who controls such underwriter within the meaning
          of the Securities Act under the indemnity agreement in this subsection
          15(g) with respect to any preliminary prospectus or the final
          prospectus or the final prospectus as amended or supplemented, as the
          case may be, to the extent that any such loss, claim, damage or
          liability of such underwriter or controlling Person results from the
          sale by such underwriter of Registrable Securities to a Person to whom
          there was not sent or given, at or prior to the written confirmation
          of such sale, a copy of the final prospectus or of the final
          prospectus as then amended or supplemented, whichever is most recent,
          if the Issuer has previously furnished copies thereof to such
          underwriter, or from a sale to a Person in a state where the offering
          has not been registered or qualified, if the Issuer has notified the
          seller and any underwriter involved in such sale of the states where
          the offering has been registered or qualified.

                    (ii)  It shall be a condition to the obligation of the
          Issuer to effect a registration of Registrable Securities under the
          Securities Act pursuant hereto that (X) each seller, severally and not
          jointly, indemnify and hold harmless the Issuer and each person, if
          any, who controls the Issuer within the meaning of the Securities Act
          or the Exchange Act to the same extent as the indemnity from the
          Issuer in the foregoing paragraph, but only with reference to any
          breach by such seller of any agreement between such seller, and the
          Issuer with respect to the offering and with reference to information
          relating to such seller furnished to the Issuer in writing by such
          seller expressly for use in the registration statement, any prospectus
          or preliminary prospectus contained therein or any amendment or
          supplement thereto and (Y) each 

                                      11
<PAGE>
 
          seller, in the event that Registrable Securities are to be sold in an
          underwritten offering, enters into an underwriting agreement
          containing customary representations and warranties, covenants,
          conditions and indemnification provisions.

                    (iii)  In case any claim shall be made or any proceeding
          (including any governmental investigation) shall be instituted
          involving any indemnified party in respect of which indemnity may be
          sought pursuant to this subsection 15(g), such indemnified party shall
          promptly notify the indemnifying party in writing of the same,
          provided that failure to notify the indemnifying party shall not
          relieve it from any liability it may have to an indemnified party
          otherwise than under this subsection 15(g).  The indemnifying party,
          upon request of the indemnified party, shall retain counsel reasonably
          satisfactory to the indemnified party to represent the indemnified
          party in such proceeding and shall pay the fees and disbursements of
          such counsel.  In any such proceeding, any indemnified party shall
          have the right to retain its own counsel, but the fees and
          disbursements of such counsel shall be at the expense of such
          indemnified party unless (A) the indemnifying party shall have failed
          to retain counsel for the indemnified party as aforesaid, (B) the
          indemnifying party and such indemnified party shall have mutually
          agreed to the retention of such counsel or (C) representation of such
          indemnified party by the counsel retained by the indemnifying party
          would, in the reasonable opinion of the indemnified party, be
          inappropriate due to actual or potential differing interests between
          such indemnified party and any other party represented by such counsel
          in such proceeding, provided that the Issuer shall not be liable for
          the fees and disbursements of more than one additional counsel for all
          indemnified parties.  The indemnifying party shall not be liable for
          any settlement of any proceeding effected without its written consent
          but if settled with such consent or if there be a final judgment for
          the plaintiff, the indemnifying party agrees to indemnify the
          indemnified party from and against any loss or liability by reason of
          such settlement or judgment.

               (h)  In order to provide for just and equitable contribution in
          circumstances in which the indemnification provided for in subsection
          15(g) is due in accordance with its terms but is for any reason held
          by a court to be unavailable on grounds of policy or otherwise, the
          Issuer or the applicable sellers, as the case may be, shall contribute
          to the aggregate losses, claims, damages and liabilities incurred
          (including legal or other expenses reasonably incurred in connection
          with the investigating or defending of same) by the other and for
          which such indemnification was sought. In determining the amount of
          contribution to which the 

                                      12
<PAGE>
 
          respective parties are entitled, there shall be considered the
          relative benefits received by each party from the offering of the
          securities included in the registration statement (taking into account
          the portion of the proceeds of the offering realized by each), the
          parties' relative knowledge and access to information concerning the
          matter with respect to which the claim was asserted, the opportunity
          to correct and prevent any statement or omission, and any other
          equitable considerations appropriate in the circumstances; provided,
          however, that (i) in no case shall any seller of Registrable
          Securities be required to contribute any amount in excess of the total
          public offering price of the Registrable Securities sold by him and
          (ii) no person guilty of fraudulent misrepresentation (within the
          meaning of Section 11(f) of the Securities Act) shall be entitled to
          contribution from any person who was not guilty of such fraudulent
          misrepresentation. For purposes of this subsection 15(h), each person
          who controls any seller of Registrable Securities or the Issuer shall
          have the same rights to contribution as such seller or the Issuer. Any
          party entitled to contribution shall, promptly after receipt of notice
          of commencement of any action, suit or proceeding against such party
          in respect of which a claim for contribution may be made against the
          Issuer or the seller of Registrable Securities under this subsection
          15(h), notify the Issuer or such seller, as the case may be, but the
          omission to so notify the Issuer or such seller, as the case may be,
          shall not relieve it from any other obligation it may have hereunder
          or otherwise.

               (i)  After the date hereof, the Issuer shall not grant to any
          holder of securities of the Issuer any registration rights which have
          a priority greater than or equal to those granted to holders of
          Registrable Securities pursuant to this Section 15 without the prior
          written consent of the holders of at least a majority of the aggregate
          outstanding Registrable Securities, voting as a single group.

               (j)  Notwithstanding the foregoing, Issuer shall not be obligated
          to register Warrants or Convertible Preferred Stock unless the Warrant
          Holder certifies to the Issuer that there is a reasonable possibility
          that its exercise of the Warrants would violate laws or regulations
          applicable to such Warrant Holder or its Affiliate.

     Section 18.  Put Rights and Exchange Rights.  The Warrant Agreement is
hereby further amended by deleting Section 16 in its entirety and substituting
the following Section 16 in lieu thereof:

                                      13
<PAGE>
 
          Section 16.  Put Rights and Exchange Rights.
                       ------------------------------ 

               (a)  (i)  Subject to the limitations hereinafter set forth,
          Creditanstalt and its Affiliates shall have the right, if the Warrant
          Shares issued or issuable upon exercise of the Warrants and held by
          Creditanstalt and its Affiliates, when aggregated with all other
          shares of capital stock of the Issuer then held or previously held by
          Creditanstalt or its Affiliates (excluding Non-Attributable Stock),
          would represent in excess of 24.99% of the Equity of the Issuer, upon
          written notice to Issuer, to require the Issuer to purchase that
          portion of such Warrants or Warrant Shares as will reduce the shares
          of capital stock of the Issuer held by, attributable to, or issuable
          to Creditanstalt and its Affiliates to 24.99% of the Equity of the
          Issuer (any such right being herein called a "Put Right").  The price
          to be paid to the holder upon exercise of a Put Right shall be an
          amount equal to the Put Price at the date the notice exercising such
          Put Right is given to the Issuer.  The "Put Price" on any date shall
          be the amount which is determined when the Current Market Price Per
          Share of Common Stock on such date is multiplied by the aggregate
          number of shares of Common Stock of the Issuer (i) comprising the
          Warrant Shares to be purchased by the Issuer, and/or (ii) issuable
          upon exercise of the Warrants to be purchased by the Issuer, and/or
          (iii) issuable upon conversion of the Convertible Preferred Stock
          comprising the Warrant Shares to be purchased by the Issuer, and/or
          (iv) issuable upon conversion of the Convertible Preferred Stock
          issuable upon exercise of the Warrants to be purchased by the Issuer
          (assuming Convertible Preferred Stock, rather than Common Stock, is
          then issuable under such Warrants), and/or (v) comprising the
          Purchased Shares.

                    (ii) The completion of all purchases and sales of Warrants
          and Warrant Shares pursuant to exercises of Put Rights shall take
          place on the thirtieth (30th) day following the date on which the
          respective notice exercising such Put Right is given, unless another
          date is mutually agreed upon by the Issuer and the selling holder (the
          "Put Closing Date").  The Put Prices for all such purchases and sales
          shall be paid by the Issuer issuing to the selling holder in
          immediately available funds against delivery of certificates
          representing the Warrants and/or Warrant Shares to be purchased, duly
          endorsed for transfer to the Issuer.

               (b) Creditanstalt and its Affiliates shall have the right, if the
          outstanding Common Stock comprising the Purchased Shares and/or issued
          upon exercise of the Warrants and held by Creditanstalt and its
          Affiliates at any time exceeds 4.99% of the aggregate number of issued
          and outstanding shares of Common 

                                      14
<PAGE>
 
          Stock, upon written notice to Issuer, to require the Issuer to
          exchange that portion of such Common Stock for Convertible Preferred
          Stock as will reduce the shares of Common Stock held by Creditanstalt
          and its Affiliates to 4.99% of the aggregate number of issued and
          outstanding shares of Common Stock (such right being called an
          "Exchange Right").

               (c)  As used in this Section 16, "Warrant Shares" shall include
          all shares of Common Stock and/or Convertible Preferred Stock and
          other securities of the Issuer or its Affiliates issued to holders of
          the Issuer's Common Stock and/or Convertible Preferred Stock in
          respect of stock dividends, stock splits and other distributions and
          any recapitalizations, to the extent the same were not included in any
          adjustment of the Warrant Shares issuable upon exercise of Warrants
          pursuant to Section 12 hereof.

               (d)  The certificates representing the Warrants and the Warrant
          Shares shall bear a legend indicating that the Warrants and the
          Warrant Shares are subject to the provisions of this Section 16.

               (e)  Notwithstanding any provision of this Warrant Agreement to
          the contrary, all Warrants and Warrant Shares which are sold pursuant
          to an effective registration statement under the Securities Act shall,
          upon such sale, cease to be subject to the provisions of this Section
          16.

     Section 19.  Exhibit A.  The Warrant Agreement is hereby further amended by
deleting Exhibit A thereto in its entirety and by substituting therefore a new
Exhibit A in the form attached as Exhibit A hereto.

     Section 20.  Representations and Warranties.  The Issuer hereby represents
and warrants to Creditanstalt, for the benefit of Creditanstalt and any other
Warrant Holder, as follows:

     (a) The Issuer is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Iowa, has the corporate power and
authority to conduct its business as presently conducted and as intended to be
conducted, has the corporate power and authority to execute and deliver this
Warrant Agreement and the Warrant Certificates, to issue the Warrants and to
perform its obligations under this Warrant Agreement and the Warrant
Certificates, has the corporate power and authority and legal right to own and
lease its properties and is duly qualified and in good standing as a foreign
corporation in each jurisdiction in which it owns or leases real property or in
which the conduct of its business requires such qualification, except where
failure to be so qualified could not be reasonably expected to have a material
adverse effect on the business, properties, financial condition or results of
operations of the Issuer and its Subsidiaries taken as a whole.

     (b) The execution, delivery and performance by the Issuer of this Warrant
Agreement 

                                       15
<PAGE>
 
and the Warrant Certificates, the issuance of the Warrants and the issuance of
the Warrant Shares upon the exercise of the Warrants and the issuance of Common
Stock upon conversion of the Convertible Preferred Stock have been duly
authorized by all necessary corporate action and do not and will not violate, or
result in a breach of, or constitute a default under, or require any consent
under, or result in the creation of any lien, charge or encumbrance upon the
assets of the Issuer pursuant to, any law, statute, ordinance, rule, regulation,
order or decree of any court, governmental body or regulatory authority or
administrative agency having jurisdiction over the Issuer or its Subsidiaries or
the Issuer's Articles of Incorporation or any contract, mortgage, loan
agreement, note, lease or other instrument binding upon the Issuer or its
Subsidiaries or by which their properties are bound.

     (c)  This Warrant Agreement has been duly executed and delivered by the
Issuer and constitutes a legal, valid, binding and enforceable obligation of the
Issuer.  When the Warrants and Warrant Certificates have been issued as
contemplated hereby, (i) the Warrants and the Warrant Certificates will
constitute legal, valid, binding and enforceable obligations of the Issuer and
(ii) the Warrant Shares, when issued upon exercise of the Warrants in accordance
with the terms hereof, and the Common Stock, when issued upon conversion of the
Convertible Preferred Stock in accordance with the terms of the Issuer's
Articles of Incorporation relating to the Convertible Preferred Stock, will be
duly authorized, validly issued, fully paid and nonassessable shares of the
Common Stock and Convertible Preferred Stock, as applicable, with no personal
liability attaching to the ownership thereof.

     (d)  The Issuer has authorized capital stock consisting of 40,000,000 Class
A shares, par value $.01 per share, of which 3,656,258 shares are issued and
outstanding, and 10,000,000 Class B shares, par value $.01 per share, 215,000
shares of which have been designated as Series 1 Convertible Preferred Stock and
420,000 shares of which have been designated as Series 2 Convertible Preferred
Stock, none of which are issued and outstanding.  Except as set forth on
SCHEDULE I hereto, there are no outstanding options, warrants, subscriptions,
rights, convertible or exchangeable securities or other agreements or plans
under which the Issuer may be or become obligated to issue, sell or transfer
shares of its capital stock of other securities.  The Convertible Preferred
Stock has no voting rights, except as required by law, and is convertible on a
share-for-share basis into Common Stock of the Issuer.  To the Issuer's best
knowledge, there are no voting agreements, voting trusts, proxies or other
agreements or understandings with respect to the voting of any capital stock of
the Issuer or any Subsidiary, other than the Voting Agreement between William T.
Rose, Jr. and William T. Rose, Sr. dated August 14, 1993, the provisions of
Section 9(c) of the Warrant Agreement as amended hereby, and the provisions of
Section 3 of the Subscription Agreement dated November 15, 1996 between the
Issuer and CFI.

     (e)  Except as set forth on SCHEDULE II hereto, no holder of securities of
the Issuer has any right to the registration of such securities under the
Securities Act and any applicable state securities law.

     (f)  The Issuer has filed all proxy statements, reports and other documents
required to be filed by it under the Exchange Act.  The Issuer has furnished
Creditanstalt with copies of its Report on Form 10-KSB for the fiscal year ended
July 31, 1996 (the "SEC Reports").  Each SEC Report was in substantial
compliance with the requirements of its respective form and none of the SEC
Reports, nor the financial statements (and the notes thereto) included in the
SEC Reports, as 

                                       16
<PAGE>
 
of their respective dates, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

     Section 21.  Expenses.  Issuer agrees to pay, immediately upon demand by
Creditanstalt, all costs, expenses, attorneys' fees, and other charges and
expenses incurred by Creditanstalt in connection with the negotiation,
preparation, execution and delivery of this Amendment and any other instrument,
document, agreement or amendment executed in connection with this Amendment.

     Section 22.  Limitation of Amendment.  Except as expressly set forth
herein, this Amendment shall not be deemed to waive, amend or modify any term or
condition of the Warrant Agreement, each of which is hereby ratified and
reaffirmed and shall remain in full force and effect, nor to serve as a consent
to any matter prohibited by the terms and conditions thereof.

     Section 23.  Counterparts.  This Amendment may be executed in any number of
counterparts and any party hereto may execute any counterpart, each of which
when executed and delivered will be deemed to be an original and all of which,
taken together, will be deemed but one and the same agreement.

     Section 24.  Governing Law:  Jurisdiction.  THIS AMENDMENT, AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW).

                 [Remainder of page intentionally left blank.]

                                       17
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the date and year first above written.



                         UNCLE B'S BAKERY, INC.

                         By: /s/ William T. Rose, Jr.
                              Name:  William T. Rose, Jr.
                                     --------------------
                              Title: President
                                     --------------------

                         Attest: /s/ Wm. Howard McClennan, Jr.
                              Name:  Wm. Howard McClennan, Jr.
                                     -------------------------
                              Title: Secretary
                                     -------------------------


                         CREDITANSTALT AMERICAN CORPORATION

                         By:  /s/ Scott Kray
                              Name:  Scott Kray
                                     ----------------
                              Title: Senior Associate
                                     ----------------
 
                         By:  /s/ W. Craig Stamm
                              Name:  W. Craig Stamm
                                     ----------------
                              Title: Senior Associate
                                     ----------------

                                       18
<PAGE>
 
                                                   EXHIBIT A



                FORM OF [SERIES A/SERIES B] WARRANT CERTIFICATE

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND SECURITIES FOR WHICH THIS
WARRANT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SUCH ACT OR LAW.  SUCH WARRANTS AND SECURITIES MAY BE TRANSFERRED ONLY IN
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS
OF THE WARRANT AGREEMENT, DATED AS OF JULY 12, 1995, BETWEEN THE ISSUER AND
CREDITANSTALT CORPORATE FINANCE, INC., AS AMENDED, A COMPLETE AND CORRECT COPY
OF WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND
WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PUT RIGHTS
AND EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE WARRANT AGREEMENT.


________________ ___, 199___                         Certificate No. [A-1/B-1]


                         EXERCISABLE ONLY ON OR BEFORE
                       [JULY 12, 2005/NOVEMBER 15, 2006]

                              Warrant Certificate

          This Warrant Certificate certifies that CREDITANSTALT AMERICAN
CORPORATION ("Creditanstalt"), or registered assigns, is the registered holder
of [215,000/205,000] Warrants (the "Warrants") to purchase Common Stock or
Convertible Preferred Stock of UNCLE B'S BAKERY, INC., an Iowa corporation (the
"Issuer").  Each Warrant entitles the holder, but only subject to the conditions
set forth herein and in the Warrant Agreement referred to below, to purchase
from the Issuer before 5:00 P.M., New York time, on [July 12, 2005/November 15,
2006] (the "Expiration Date"), one (1) fully paid and nonassessable share of the
Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares")
in the percentages and to the extent set forth in the Warrant Agreement, at a
price (the "Exercise Price") of $2.25 per Warrant payable in lawful money of the
United States of America, upon surrender of this Warrant Certificate, execution
of the annexed Form of Election to Purchase and payment of the Exercise Price at
the office of the Issuer at 441 Dubuque Street, Ellsworth, Iowa  50075, or such
other address as the Issuer may specify in writing to the registered holder of
the Warrants evidenced hereby (the "Warrant Office") In 



                                       A-1
<PAGE>
 
lieu of exercising Warrants pursuant to the immediately preceding sentence, the
Warrant holder shall have the right to require the Issuer to convert the
Warrants, in whole or in part and at any time or times, into Warrant Shares, by
surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be
converted, accompanied by the annexed Form of Notice of Conversion which has
been duly completed and signed. The Exercise Price and number of Warrant Shares
purchasable upon exercise of the Warrants are subject to adjustment prior to the
Expiration Date as set forth in the Warrant Agreement. In no event shall this
Warrant be exercisable for shares of Common Stock or Convertible Preferred Stock
which, when aggregated with all other shares of capital stock of the Issuer
previously issued to Creditanstalt or its Affiliates (other than Non-
Attributable Stock (as defined in the Warrant Agreement)) would, upon issuance,
represent in excess of 24.99% of the Equity of the Issuer (defined in the
Warrant Agreement) unless such shares, when issued, would constitute Non-
Attributable Stock (as defined in the Warrant Agreement).

          No Warrant may be exercised after 5:00 P.M., New York time, on the
Expiration Date and (except as otherwise provided in the Warrant Agreement) all
rights of the registered holders of the Warrants shall cease after 5:00 P.M.,
New York time, on the Expiration Date.

          The Issuer may deem and treat the registered holders of the Warrants
evidenced hereby as the absolute owners thereof (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof and of any distribution to the holders hereof and for all other
purposes, and the Issuer shall not be affected by any notice to the contrary.

          Warrant Certificates, when surrendered at the office of the Issuer at
the above-mentioned address by the registered holder hereof in person or by a
legal representative duly authorized in writing, may be exchanged, in the manner
and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.

          Upon due presentment for registration of transfer of this Warrant
Certificate at the office of the Issuer at the above-mentioned address, a new
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued in exchange for this Warrant
Certificate to the transferee(s) and, if less than all the Warrants evidenced
hereby are to be transferred, to the registered holder hereof, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.

          This Warrant Certificate is one of the Warrant Certificates referred
to in the Warrant Agreement, dated as of July 12, 1995, as amended, between the
Issuer and Creditanstalt Corporate Finance, Inc.  Said Warrant Agreement is
hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Issuer and the holders.



                                       A-2
<PAGE>
 





                 [Remainder of page intentionally left blank.]




                                       A-3
<PAGE>
 
          IN WITNESS WHEREOF the Issuer has caused this Warrant Certificate to
be signed by its duly authorized officers and has caused its corporate seal to
be affixed hereunto.


                                    UNCLE B'S BAKERY, INC.


                                    By: ___________________________________

                                    Name: _________________________________
                                    Title: ________________________________



(CORPORATE SEAL)

ATTEST:


________________________________
Secretary





                                       A-4
<PAGE>
 
                                                ANNEX to Form
                                                of Warrant
                                                Certificate
                                                --------------


                         FORM OF ELECTION TO PURCHASE

                   (To be executed upon exercise of Warrant)


          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ____ Warrant Shares* and
herewith tenders payment for such Warrant Shares to the order of the Issuer in
the amount of $__________ in accordance with the terms hereof.  The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
______________________________________________________ whose address is
__________________________________________ and that such certificate be
delivered to ___________________________ whose address is _________________
_______________________________.  If said number of Warrant Shares is less than
all of the Warrant Shares purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of the Warrant Shares
be registered in the name of _____________________________________________ whose
address is ____________________________________________________________________
and that such Warrant Certificate be delivered to ______________________________
whose address is ______________________________________________.



Signature:



________________________________________________
(Signature must conform in all respects to the name of holder as specified on
the face of the Warrant Certificate.)


Date:______________



            * Consisting of:


                 _____ shares of Common Stock

                 _____ shares of Convertible Preferred Stock





                                      A-5
<PAGE>
 
                                                    ANNEX to Form
                                                    of Warrant
                                                    Certificate
                                                    ------------- 


                         FORM OF NOTICE OF CONVERSION

                  (To be executed upon conversion of Warrant)


          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to convert Warrants represented hereby
into _____ Warrant Shares* in accordance with the terms hereof.  The undersigned
requests that a certificate for such Warrant Shares be registered in the name of
_______________________________________________ whose address is
__________________________________________________________ and that such
certificate be delivered to ____________________________________ whose address
is _____________________________________________________________.  If said
number of Warrant Shares is less than all of the Warrant Shares obtainable
hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of the Warrant Shares be registered in the name of
_____________________________________________ whose address is
________________________________________________________ and that such Warrant
Certificate be delivered to ____________________________________ whose address
is ___________________________________________________________.



Signature:


_____________________________________________
(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)



Date:________________


              * Consisting of:

                _____ shares of Common Stock

                _____ shares of Convertible Preferred Stock

                  

                                       A-6