<PAGE>


                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON DC  20549

                                     FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended December 29, 1996
                                          OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934     
    FOR THE TRANSITION PERIOD FROM _____________ TO ______________

Commission file number 0-22534-LA

                               MONTEREY PASTA COMPANY 
                (Exact name of registrant as specified in its charter)

               DELAWARE                                77-0227341
       (State of incorporation)           (IRS employer identification number)

                                 1528 Moffett Street
                              Salinas,  California 93905
                                    (408) 753-6262
       (Address, including zip code, and telephone number, including area code,
                     of Registrant's principal executive offices)


Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par
value

     Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES  X   No
    ---     ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ _____ ]

     The approximate aggregate market value of the voting stock held by
non-affiliates of the issuer as of April 25, 1997 was $19,600,000.  The number
of shares outstanding of the issuer's common stock as of  April 25, 1997, was
10,474,908.

<PAGE>

                                       PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Information relating to the directors and executive officers of the Company
is set forth in Part I of this Report under the caption "Management."

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934, as amended, 
requires the Company's directors and executive officers, and persons who own 
more than 10% of a registered class of the Company's equity securities, to 
file with the SEC initial reports of ownership and reports of changes in 
ownership of Common Stock and other equity securities of the Company.  
Officers, directors and greater than 10% beneficial owners are required by 
SEC regulations to furnish the Company with copies of all reports they file 
under Section 16(a). To the Company's knowledge, based solely on its review 
of the copies of such reports furnished to the Company and written 
representations that no other reports were required, all Section 16(a) filing 
requirements applicable to its officers, directors and greater than 10% 
beneficial owners were complied with during the fiscal year ended December 
29, 1996, except that for Messrs. Chris Gilliam, a former Director, Marshall 
Stevens, a former President, and Ken Steel, the current Chief Executive 
Officer, initial reports on Form 3 following their appointments  were filed 
late. In addition, certain reports on Form 4 for John Abrams, a former 
Officer and Director, were filed late.

ITEM 11. EXECUTIVE COMPENSATION

                             SUMMARY  COMPENSATION  TABLE

<TABLE>
<CAPTION>
                                          Annual Compensation                                Long Term Compensation
                                          -------------------                                ----------------------
                                                                                               Securities
     Name and                                                                                  Underlying                 All
Principal Position       Year          Salary $               Bonus $        Other $            Options (#)             Other $
------------------       ----         ---------              --------       --------          ------------             --------

<S>                     <C>          <C>                    <C>            <C>                 <C>                    <C> 
KENNETH A. STEEL, JR.   1996         $        -   (1)       $       -      $       -            $       -   (1)       $       -
Interim Chief           1995                N/A                   N/A            N/A                 N/A                    N/A
Executive Officer       1994                N/A                   N/A            N/A                 N/A                    N/A

NORMAN E . DEAN         1996         $  167,599   (2)       $       -      $   4,850    (3)     $      -              $       -
Former President and    1995         $   57,692   (2)       $       -      $   1,200    (3)     $610,000    (4)       $       -
Chief  Executive        1994                N/A                   N/A            N/A            $ 10,000    (4)             N/A
Officer

ANTHONY W. GIANNINI     1996         $   85,064             $       -      $   4,150    (5)     $ 60,000    (6)       $  31,125 (7)
Former Senior Vice      1995         $  107,520             $  36,950      $   6,600    (5)     $ 55,000    (6)       $       -
President of Sales      1994         $  101,124             $  15,676      $       -            $      -              $       -
</TABLE>

Notes:
(1) Mr. Steel was appointed Chief Executive Officer on October 5, 1996.  He
receives no salary compensation, but was granted rights to purchase 550,000
shares of Common stock on March 20, 1997 with a full recourse

                                    2

<PAGE>

promissory note for the full amount at a per share price of $1.875, subject 
to time served and performance  restrictions.

(2) Mr. Dean resigned as Chief Executive Officer and President of the Company 
on October 4, 1996. He was appointed to those positions effective October 2, 
1995, upon the resignation of Mr. Mortensen.

(3) Mr. Dean received an auto allowance of $400 per month through April 1996
and $650 per month thereafter.

(4) As a Director, Mr. Dean received stock options totaling 10,000 on March 3,
1994 and 10,000 on January 6, 1995.  Fifteen thousand of these shares are
exercisable as of December 29, 1996; the balance expired unvested upon his
resignation.   Mr. Dean also received options, as an employee,  on  600,000
shares on September 7, 1995, outside the 1993 Stock Option Plan, vesting on
various performance targets, all of which expired unvested upon his resignation.

(5) Mr. Giannini received an auto allowance of $550 per month through May 1996
and $650 per month thereafter. 

(6) Mr. Giannini received stock options on 55,000 shares of common stock
which expired unvested upon his termination; however, he received an option for
60,000 shares of common stock on December 19, 1996 in connection with a
separation agreement.

(7) Subsequent to his termination in July 1996, Mr. Giannini was a consultant
to the Company until March 1997.

    OPTION GRANTS IN LAST FISCAL YEAR

    The following table sets forth for the fiscal year ended December 29, 1996,
the options granted to the executive officers named below.  During the fiscal
year ended December 29, 1996, there were no exercises of stock options by the
executive officers named in the table below.

<TABLE>
<CAPTION>
                                          Individual Grants
                       ----------------------------------------------------
                         Number of          % of Total                                             Potential Realizable
                         Securities           Options                                              Value on 12/29/96
                         Underlying          Granted to           Exercise                         ------------------------------
                          Options            Employees             or Base          Expiration     Alternative Grant
       Name             Granted (2)           in 1996              Price               Date        Date Value  (1)
---------------------  -------------        ------------         ----------          ----------    ------------
<S>                   <C>                  <C>                 <C>                 <C>            <C>
K.A.Steel, Jr.                   0                   0                  0                   0               0

N.E.Dean                         0                   0                  0                   0               0

A.W. Giannini               60,000                11.9%            $1.875          12/18/2007         $60,796
</TABLE>

(1)  The alternative grant date values are based on the modified Black-Scholes
option pricing model, assuming no dividend yield, expected volatility of
approximately 54%, risk free rate of return of 6%, and expected time of 
exercise generally at half of the original contractual life.    Actual values
realized on stock options are dependent on actual future performance of the
Company's stock, among other factors.  Accordingly, the amounts may not
necessarily be realized.

(2)  The 1993 Stock Option Plan provides that upon, among other things, the
dissolution, liquidation, reorganization, merger or consolidation of the Company
or the sale of all or substantially all of the assets of the Company, or
transfer of control (as such term is defined under Section 7.1 of the Plan), all
outstanding options under the 1993 Stock Option Plan shall become immediately
exercisable as of the date

                                    3

<PAGE>

30 days prior to the date of transfer of control if such options would otherwise
terminate upon consummation of the transaction or if the surviving or successor 
corporation as the case may be, does not assume the Company's obligations under
the 1993 Stock Option Plan or substitute for such outstanding options.  

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

<TABLE>
<CAPTION>

                                  Number of Securities                    Value of Unexercised
                                       Underlying                              In-The-Money
                                  Unexercised Options at                       Options at
                                     December 29, 1996                     December 29, 1996
                             ---------------------------------       ---------------------------------
Name                          Exercisable       Unexercisable        Exercisable         Unexercisable
-----------------            ------------       --------------       ------------       --------------
<S>                         <C>                <C>                  <C>                <C>
K.A. Steel, Jr.                        0                    0                  0                    0

N.E. Dean                         10,000                    0                  0                    0
                                   5,000                    0                  0                    0

A.W. Giannini                     60,000                    0           $  3,750                    0
</TABLE>

EMPLOYMENT CONTRACTS

    James B. Serbin, Chief Financial Officer, has a 13-26 week employment
contract with the Company expiring  September 26, 1997.   Permanent placement
will be considered by both parties at that time.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of April 24, 1997 (except as noted in
the footnotes to the table), certain information with respect to the beneficial
ownership of the Company's Common Stock by (i) all persons known by the Company
to be the beneficial owners of more than 5% of the outstanding Common Stock of
the Company, (ii) each director and director-nominee of the Company,  (iii) the
Chief Executive Officer as of April 24, 1997, and (iv) all executive officers 
and directors of the Company for fiscal year 1996 through April 24, 1997, 
as a group.

<TABLE>
<CAPTION>

                                                 AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)          BENEFICIAL OWNERSHIP (2)           PERCENT OF CLASS (2)
---------------------------------------          ------------------------           --------------------
<S>                                             <C>                                <C>
Wellington Management Company, LLP (3)                    722,000                                4.84%
75 State Street
Boston, MA 02109

Wellington Trust Company, N.A. (4)                        361,000                                2.42%
7575 State Street
Boston, MA  02109
</TABLE>


                                    4


<PAGE>

<TABLE>
<CAPTION>

                                                 AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)          BENEFICIAL OWNERSHIP (2)           PERCENT OF CLASS (2)
---------------------------------------          ------------------------           --------------------
<S>                                                     <C>                                       <C>
GFL Performance Fund Limited (5)                        2,000,000                               13.40%
C/O Genesee Advisers
12007 Sunrise Valley Drive, Suite 460
Reston, VA 22091

Kenneth A. Steel, Jr. (6)                                 735,000                                4.93%

Robert F. Steel  (7)                                      200,000                                1.34%

Daniel J. Gallery  (8)                                     73,000                                 .49%

Timothy J. Ryan  (9)                                       54,000                                 .36%

Van Tunstall                                               25,000                                 .17%

Floyd  R. Hill (10)                                       210,000                                1.41%

James Wong                                                   --                                    --

Charles B. Bonner (11)                                     28,727                                 .19%

All Officers and Directors as a group                   1,330,727                                8.92%
 (9 persons)
</TABLE>

(1)  Unless otherwise noted, the address of each named person is:  Care of
Monterey Pasta Company, 1528 Moffett Street, Salinas, CA 93905

(2)  Includes shares of Monterey Pasta Company Common Stock underlying the
options and convertible securities outstanding held by the beneficial owners
with respect to whom the calculation is made, but does not include shares of
Common Stock that may not be acquired until more than 60 days after April 25,
1997.

(3)  According to a Schedule 13D filed with the Securities and Exchange
Commission on January 24, 1997, Wellington Management Company, LLP, in its
capacity as investment adviser, may be deemed to be the beneficial owner of all
722,000 shares owned by its investment counseling clients.  Wellington
Management Company, LLP, has shared dispositive power over all 772,000 shares. 

(4)  According to a Schedule 13D filed with the Securities and Exchange
Commission on January 24, 1997, Wellington Trust Company, N.A., in its
capacity as an investment adviser, may be deemed to be the beneficial owner of
all 361,000 shares owned by its investment counseling clients.  Wellington
Management Company, LLP, has shared  dispositive voting power over all 361,000
shares. 

(5)  Includes 2,000,000 shares related to convertible preferred stock (based on
share price at April 24, 1997).

                                    5

<PAGE>

(6)  Includes 550,000 restricted shares to be purchased with a full recourse 
note under rights granted on March 20, 1997.     

(7)  Includes 50,000  exercisable options granted under the 1993 Stock Option 
Plan. 

(8)  Includes 60,000  exercisable options granted under the 1993 Stock Option 
Plan. 

(9)  Includes 54,000  exercisable options granted under the 1993 Stock 
Option Plan.

(10)  Includes 10,000  exercisable options granted under the 1993 Stock 
Option Plan. 

(11)  Includes 5,000  exercisable options granted under the 1993 Stock Option 
Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The Company leased office space from a partnership in which Mr. Lance 
Mortensen is a limited partner.  Mr. Mortensen is a Shareholder, former 
Director, former President and former Chairman of the Board of the Company.  
Rent expense under this lease in 1996 was $150,108.  The Company vacated this 
space in February 1996, and paid $65,000 plus 5,323 shares of its common 
stock in settlement of the lease obligation.

    In April 1996, the Company's restaurant subsidiary Upscale Food Outlets, 
Inc. (UFO), was sold to Upscale Acquisitions, Inc. (Upscale), which is 
wholly-owned by Mr. Lance Mortensen. The purchase price for the shares of UFO 
sold to Upscale was $1,000 cash plus a note executed by Upscale for 
$2,500,000. In addition, under the agreement, the Company advanced $350,000 
to UFO subsequent to the purchase. The purchase note is accounted for under 
the cost recovery method which defers recognition of income (or reduction of 
loss) until payments are received. The cash advances are not accounted for 
under the cost recovery method, but have been fully reserved as possibly 
uncollectible. During 1996, the Company sold $62,350 in food products to UFO. 
Of this amount, $18,738 is uncollected and is fully reserved at December 29, 
1996.

    During 1996, the Company purchased certain office furniture and equipment
under a prior agreement from the Shareholder referred to above for $100,000. 
Certain of the furniture purchased was reduced to its estimated fair value at
the end of 1996, resulting in a writedown of $55,000.  

                                    6

<PAGE>

    Mr. Kenneth A. Steel, Jr., the Company's Chief Executive Officer, who is
also a Director and Shareholder, is a director and shareholder of an entity from
whom the Company contracted certain co-packing service and obtained raw
materials.  Mr. Floyd R. Hill, who is another director, shareholder and chief
executive officer of the related entity, is also a Co-founder, Director and
Shareholder of the Company.  Payments to the related entity were $186,513 during
1996. These arrangements are continuing in 1997.

    On March 20, 1997, Mr. Steel, was granted rights to purchase 550,000 shares
of Common Stock with a full recourse promissory note for the full amount at a
per share price of $1.875 per share, subject to time served and performance 
restrictions.

    During 1996, the Company made payments of $137,252 in connection with 
purchases of carts and kiosks from another entity.  A $222,000 loss was 
recorded in the third quarter of 1996, reducing the related assets (including 
prior purchases, upgrades and additions purchased from other vendors) to 
their estimated fair values. Mr. Daniel Gallery,  co-founder, director and 
executive vice president of this entity is a Director of the Company.

                                    7

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the  of San Francisco, State
of California, on the 28th day of April, 1997.


    MONTEREY PASTA COMPANY 



                                            By:  \s\ KENNETH A. STEEL, Jr.
                                            ------------------------------
                                            Kenneth A. Steel Jr.
                                            Chief Executive Officer


                                            By: \s\ JAMES S. SERBIN
                                            -----------------------
                                            James S. Serbin
                                            Chief Financial Officer



    As of April 28, 1997, no Proxy statements or Annual reports have yet been
furnished to securityholders. The Company anticipates furnishing its Annual 
Report to securityholders by the end of May, 1997, and will provide copies of 
such report to the Commission at that time.


                                    8

<PAGE>

                                  INDEX TO EXHIBITS

NUMBER

                                    EXHIBIT TITLE

 2.1       Agreement and Plan of Merger dated August 7, 1996 by and between
           Monterey Pasta Company, a California corporation and Monterey Pasta
           Company, a Delaware corporation (incorporated by reference from
           Exhibit A to the Company's Proxy Statement for the Special Meeting of
           Shareholders held on August 1, 1996, filed with the Securities and
           Exchange Commission on June 27, 1996)
 3.1       Certificate of Incorporation dated August 1, 1996 (incorporated by
           reference from Exhibit 5 to the Company's Proxy Statement for the
           Special Meeting of Shareholders held on August 1, 1996, filed with 
           the Securities and Exchange Commission on June 27, 1996).
 3.2       Certificate of Designations of Series A Convertible Preferred Stock
           (incorporated by reference from Annex I to the Subscription Agreement
           dated July 31, 1996, filed as Exhibit 4.1 to this Form 10-K)
 3.3       Certificate of Designations of Series B Convertible Preferred Stock
           (incorporated by reference from Annex I to the Subscription Agreement
           dated August 9, 1996, filed as Exhibit 4.3 to this Form 10-K)
 3.4       Bylaws of the Company (incorporated by reference from Exhibit C to
           the Company's Proxy Statement for the Special Meeting of Shareholders
           held on August 1, 1996, filed with the Securities and Exchange
           Commission on June 27, 1996)
 3.5       Certificate of Designations of Series A-1 Convertible Preferred Stock
 3.6       Certificate of Designations of Series B-1 Convertible Preferred Stock
 4.1       Subscription Agreement, dated as of July 31, 1996 (incorporated by
           reference from Exhibits with corresponding numbers filed with the
           Company's Registration Statement on Form S-3 on August 23, 1996)
 4.2       Registration Rights Agreement, dated as of July 31, 1996 
           (incorporated by reference from Exhibits with corresponding numbers
           filed with the Company's Registration Statement on Form S-3 on August
           23, 1996)
 4.3       Subscription Agreement, dated as of August 9, 1996 (incorporated by
           reference from Exhibits with corresponding numbers filed with the
           Company's Registration Statement on Form S-3 on August 23, 1996)
 4.4       Registration Rights Agreement, dated as of August 9, 1996
           (incorporated by reference from Exhibits with corresponding numbers
           filed with the Company's Registration Statement on Form S-3 on August
           23, 1996)
 4.5       Form of Warrant for purchase of the Company's Common Stock, dated as
           of July 1, 1996 (incorporated by reference from Exhibits with
           corresponding numbers filed with the Company's Registration Statement
           on Form S-3 on August 23, 1996)
 4.6       Form of Registration Rights Agreement dated April 1996, among the
           Company, Spelman & Co., Inc. and investor (incorporated by
           reference from Exhibits with corresponding numbers filed with the
           Company's Quarterly Report on Form 10-Q on June 21, 1996).
 4.7       Shareholder Rights Agreement dated as of May 15, 1996 between the
           Company and Corporate Stock Transfer, as rights agent (incorporated
           by reference from Item 2 of Form 8-A filed with the Securities and
           Exchange Commission on May 28, 1996)
 4.8       Form of Subscription Agreement dated April 1996, among the Company, 
           Spelman & Co., Inc. and investor
 4.9       Amendment to Registration Rights Agreement dated as of April 20, 1997
           among the Company, Spelman & Co., Inc. and investor,
           amending the Registration Rights Agreement entered into as of April 
           1996

                                          9

<PAGE>

 4.10    Series A Convertible Preferred Stock Exchange Agreement dated as of
         March 10, 1997 by and between the Company and GFL Performance
         Fund Limited
 4.11    Series B Convertible Preferred Stock Exchange Agreement dated as of
         April 2, 1997 by and between the Company and Pangaea Fund Limited
 4.12    Registration Rights Agreement dated as of December 31, 1996 among the
         Company, Sentra Securities Corporation and investor
10.1(*)  Second Amended and Restated 1993 Stock Option Plan (as amended on
         August 1, 1996) (incorporated by reference to the Company's Annual
         Report on Form 10-K filed April 14, 1997)
10.2(*)  1995 Employee Stock Purchase Plan (incorporated by reference from
         Exhibit 10.15 to the Company's 1994 Form 10-K)
10.3     Blackhawk Plaza Lease of the Company (incorporated by reference from
         Exhibit 10.02 to the Company's Registration Statement No. 33-69590-LA
         on Form SB-2 (the "SB-2")
10.4     353 Sacramento Street Office Lease dated as of December 27, 1995 with
         John Hancock Mutual Life Insurance Company, together with letter
         agreement dated March 20, 1996 regarding basement storage
         (incorporated by reference to the Company's Annual Report on Form 10-K
         filed April 1, 1996 (the "1995 Form 10-K")
10.5     Monterey County Production Facility Lease of the Company, as amended
         (incorporated by reference from Exhibit 10.03 to the SB-2)
10.6     Amendment No. 1 dated February 1, 1995 and Amendment No. 2 dated March
         1, 1995 to Monterey County Production Facility Lease of the Company
         (incorporated by reference from Exhibits with corresponding numbers
         filed with the 1995 Form 10-K)
10.7     Christie Avenue Warehouse Lease of the Company (incorporated by
         reference from Exhibit 10.04 to the SB-2)
10.8     Loan and Security Agreement dated December 8, 1995 with Coast Business
         Credit, a Division of Southern Pacific Thrift and Loan Association,
         and Schedule thereto (incorporated by reference from Exhibits with
         corresponding numbers filed with the 1995 Form 10-K)
10.9     Equipment Collateral Security Agreement dated December 8, 1995 with
         Coast Business Credit (incorporated by reference from Exhibits with
         corresponding numbers filed with the 1995 Form 10-K)
10.10    Secured Promissory Note dated December 8, 1995 in the original
         principal amount of $500,000 in favor of Coast Business Credit
         (incorporated by reference from Exhibits with corresponding numbers
         filed with the 1995 Form 10-K)
10.11    Secured Promissory Note dated December 8, 1995 in the original
         principal amount of $750,000 in favor of Coast Business Credit
         (incorporated by reference from Exhibits with corresponding numbers
         filed with the 1995 Form 10-K)
10.12    Investment Agreement dated July 12, 1995 with The Seychelles Fund,
         Ltd. (incorporated by reference from Exhibits with corresponding
         numbers filed with the 1995 Form 10-K)
10.13    Master Lease dated August 1, 1995 with Sentry Financial Corporation
         (incorporated by reference from Exhibits with corresponding numbers
         filed with the 1995 Form 10-K)
10.14    Letter Agreement dated July 26, 1995 between Monterey Pasta
         Development Company and California Pasta Company (incorporated by
         reference from Exhibit 10.21 to the Company's Quarterly Report on Form
         10-Q for the quarter ended October 2, 1995 ("Q3 10-Q"))
10.15    Asset Purchase Agreement dated July 26, 1995 between Upscale Food
         Outlets, Inc. and California Pasta Company (incorporated by
         reference from Exhibit 10.22 to the Company's Q3 10-Q)


                                          10

<PAGE>

10.16    Franchise Termination Agreement and Release dated March 8, 1996 among
         the Company, Upscale Food Outlets, Inc., Monterey Pasta
         Development Company, The Lance H. Mortensen Unitrust dated December 3,
         1994, and LBJ Restaurants, LLC (incorporated by reference from
         Exhibits with corresponding numbers filed with the 1995 Form 10-K)
10.17    Acquisition Agreement between the Company and Upscale Food Outlets,
         Inc. (incorporated by reference from Exhibit 10.05 to the
         SB-2)
10.18*   Employment Agreement with Lance H. Mortensen (incorporated by
         reference from Exhibit 10.06 to the SB-2)
10.19*   Employment Agreement dated September 5, 1995 with Mr. Norman E. Dean
         (incorporated by reference from Exhibit 10.20 to the Company's Q3
         10-Q)
10.20*   Consulting Agreement dated May 25, 1995 with Daniel J. Gallery
         (incorporated by reference from Exhibit 10.18 to the Company's
         Quarterly Report on Form 10-Q for the quarter ended July 2, 1995 ("Q2
         10-Q"))
10.21*   Employment Agreement dated June 30, 1993 with Anthony W. Giannini
         (incorporated by reference from Exhibits with corresponding numbers
         filed with the 1994 Form 10-K.
10.22*   Employment Agreement with Mr. David J. Massara (incorporated by
         reference from Exhibit 10.18 to the Company's 1994 Form 10-K)
10.23    Trademark Registration -- MONTEREY PASTA COMPANY, under Registration
         No. 1,664,278, registered on November 12, 1991 with the U.S. Patent
         and Trademark Office (incorporated by reference from Exhibit 10.09 to
         the SB-2)
10.24    Trademark Registration -- MONTEREY PASTA COMPANY, under Registration
         No. 1,943,602, registered on December 26, 1995 with the U.S. Patent
         and Trademark Office (incorporated by reference from Exhibits with
         corresponding numbers filed with the 1995 Form 10-K)
10.25    Trademark Registration -- MONTEREY PASTA COMPANY and Design, under
         Registration No. 1,945,131, registered on January 2, 1996 with the
         U.S. Patent and Trademark Office (incorporated by reference from
         Exhibits with corresponding numbers filed with the 1995 Form 10-K)
10.26    Trademark Registration -- MONTEREY PASTA COMPANY and Design, under
         Registration No. 1,951,624, registered on January 23, 1996 with the
         U.S. Patent and Trademark Office (incorporated by reference from
         Exhibits with corresponding numbers filed with the 1995 Form 10-K)
10.27    Trademark Registration -- MONTEREY PASTA COMPANY, under Registration
         No. 1,953,489, registered on January 30, 1996 with the U.S. Patent and
         Trademark Office (incorporated by reference from Exhibits with
         corresponding numbers filed with the 1995 Form 10-K)
10.28    Subscription Agreement dated as of June 21, 1995 with GFL Advantage
         Fund Limited (incorporated by reference from Exhibit 10.19 to the
         Company's Q2 10-Q)
10.29    Registration Rights Agreement dated as of June 15, 1995 with GFL
         Advantage Fund Limited, as amended on October 13 and 19, 1995,
         respectively (incorporated by reference from Exhibit 10.2 to the
         Company's Q2 10-Q, and Exhibits 10.6 and 10.7 to the Company's S-3
         Registration Statement No. 33-96684, filed on December 12, 1995 (the
         "S-3"))
10.30    Joint Escrow Instructions dated as of October 1995 (incorporated by
         reference from Exhibit 10.5 to the Company's S-3)


                                          11

<PAGE>

10.31    Note Purchase Agreement dated as of October 19, 1995 with GFL
         Advantage Fund Limited (incorporated by reference from Exhibit 10.3 to
         the Company's S-3)
10.32    Convertible Note dated as of October 25, 1995, executed by the Company
         in favor of GFL Advantage Fund Limited (incorporated by reference from
         Exhibits with corresponding numbers filed with the 1995 Form 10-K)
10.33    Trademark Purchase (Burns) (incorporated by reference from Exhibit
         10.12 of the SB-2)
10.34    Purchase of Stock and Exhibits (Burns- Mortensen-Hill) (incorporated
         by reference from Exhibit 10.13 of the SB-2)
10.35    Non-Recourse Promissory Note (Hill-Mortensen) (incorporated by
         reference from Exhibit 10.15 of the SB-2)
10.36    Asset Purchase Agreement dated March 1, 1994 between Upscale Food
         Outlets, Inc., Lucca's Pasta Bar, Inc., Timothy John
         Morris and Marian Kathryn Morris (incorporated by reference from
         Exhibit 10.16 to the Company's 1993 Form 10-K)
10.39    Franchise Termination Agreement and Release dated as of March 27,
         1996, among the Company, Upscale Food Outlets, Inc., Monterey
         Pasta Development Company, California Pasta Company, and James G.
         Schlicher (incorporated by reference from Exhibits with corresponding
         numbers filed with the Company's Quarterly Report on Form 10-Q on June
         21, 1996)
10.40    Stock Purchase Agreement dated April 1, 1996 between Upscale
         Acquisitions, Inc. and the Company (incorporated by reference
         from Exhibits with corresponding numbers filed with the Company's
         Quarterly Report on Form 10-Q on June 21, 1996).
10.41    Placement Agent Agreement dated April 12, 1996 between the Company and
         Spelman & Co., Inc. (incorporated by reference from Exhibits
         with corresponding numbers filed with the Company's Quarterly Report
         on Form 10-Q on June 21, 1996).
10.44*   The Company's 401(k) Plan, established to be effective as of January
         1, 1996, adopted by the Board of Directors on June 7, 1996
         (incorporated by reference from Exhibit 10.24 to the Company's
         Quarterly Report on Form 10-Q filed June 21, 1996)
10.45*   Directed Employee Benefit Trust Agreement dated June 17, 1996 between
         the Company and The Charles Schwab Trust Company, as Trustee of the
         Company's 401(k) Plan (incorporated by reference from Exhibit 10.24 to
         the Company's Quarterly Report on Form 10-Q filed June 21, 1996)
10.46*   Employment Agreement dated February 12, 1996 with Mr. Robert J. Otto
         (incorporated by reference from Exhibit 10.24 to the Company's
         Quarterly Report on Form 10-Q filed June 21, 1996).
16.1     Letter from Deloitte & Touche LLP dated October 31, 1996 (incorporated
         by reference to the Company's Report on Form 8-K/A filed November 8, 
         1996)
21.1     Subsidiaries of the Company (incorporated by reference to the 
         Company's Annual Report on Form 10-K filed April 14, 1997)
27.1     Financial Data Schedule (incorporated by reference to the 
         Company's Annual Report on Form 10-K filed April 14, 1997)


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<PAGE>

         *    Management contract or compensatory plan or arrangement covering
              executive officers or directors of Monterey Pasta Company and its
              subsidiary, Upscale Food Outlets, Inc.


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