<PAGE>













                             MONTEREY PASTA COMPANY
              SECOND AMENDED AND RESTATED 1993 STOCK OPTION PLAN
                      (AS LAST AMENDED ON AUGUST 1, 1996)









<PAGE>


                             MONTEREY PASTA COMPANY
              SECOND AMENDED AND RESTATED 1993 STOCK OPTION PLAN
                      (AS LAST AMENDED ON AUGUST 1, 1996)




                                                                          PAGE
                                                                          ----

                                  ARTICLE 1.

                                ESTABLISHMENT


1.1  Establishment .......................................................  1
1.2  Purpose .............................................................  1
1.3  Term ................................................................  1


                                  ARTICLE 2.

                                 DEFINITIONS


2.1  Definitions .........................................................  1


                                  ARTICLE 3.

                                ADMINISTRATION


3.1  Administration by Board or Committee ................................  3
3.2  Limitation of Authority With Respect to Outside Director Options ....  3
3.3  Authority of Officers ...............................................  3
3.4  Disinterested Administration ........................................  3
3.5  Compliance with Section 162(m) ......................................  3


                                  ARTICLE 4.

                             STOCK SUBJECT TO PLAN


4.1  Shares Subject to Option ............................................  4
4.2  Effect of Change in Stock Subject to Plan ...........................  4



                                       3


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                                  ARTICLE 5.

                               EMPLOYEE OPTIONS


5.1  Employee Options Authorized .........................................  4
5.2  Eligibility for Employee Options ....................................  4
5.3  Section 162(m) Limitation ...........................................  5
5.4  Terms and Conditions of Employee Options ............................  5
5.5  Standard Forms of Agreement for Employee Options ....................  7
5.6  Restrictions after Exercise of Nonstatutory Stock Options ...........  


                                  ARTICLE 6.

                           OUTSIDE DIRECTOR OPTIONS


6.1  Outside Director Options Authorized .................................  7
6.2  Eligibility for Outside Director Options ............................  7
6.3  Terms and Conditions Outside Director Options .......................  7
6.4  Shareholder Approval ................................................  9
6.5  Restrictions after Exercise of Nonstatutory Stock Options ...........  


                                  ARTICLE 7.

                              GENERAL PROVISIONS


7.1  Transfer of Control .................................................  9
7.2  Authority to Vary Terms ............................................. 10
7.3  Fair Market Value Limitation on Incentive Stock Options ............. 10
7.4  Provision of Information ............................................ 11
7.5  Options Non-Transferable ............................................ 11
7.6  Termination or Amendment of Plan or Options ......................... 11
7.7  Continuation of Initial Plan as to Outstanding Options .............. 11





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                            MONTEREY PASTA COMPANY
              SECOND AMENDED AND RESTATED 1993 STOCK OPTION PLAN
                       (LAST AMENDED ON AUGUST 1, 1996)


                                  ARTICLE 1.

                                 ESTABLISHMENT

1.1   ESTABLISHMENT.  On August 31, 1993, the Monterey Pasta Company 1993 
Employee Incentive Stock Option Plan (the "Initial Plan") was adopted.  The 
Initial Plan was amended and restated in its entirety and renamed the 
Monterey Pasta Company First Amended and Restated 1993 Stock Option Plan 
effective October 19, 1994 (the "Effective Date").  That plan was further 
amended and restated in its entirety as of August 1, 1996, and renamed the 
Monterey Pasta Company Second Amended and Restated 1993 Stock Option Plan (as 
amended, the "Plan"), pursuant to resolutions adopted by the Board of 
Directors on May 7, 1996 and approved by the Company's shareholders on August 
1, 1996.

1.2   PURPOSE.  The Purpose of the Plan is to attract, retain and reward 
persons providing services to a Participating Company, and to motivate such 
persons to contribute to the growth and profits of the Participating Company 
Group in the future.  The Plan consists of an Employee Stock Option component 
plan, providing for the grant of stock options to eligible employees and 
consultants, and an Outside Director Stock Option component plan, providing 
for the automatic grant of stock options to nonemployee directors of the 
Company.

1.3   TERM.  All options shall be granted, if at all, within ten (10) years 
from August 31, 1993.


                                  ARTICLE 2.

                                 DEFINITIONS

2.1   DEFINITIONS.  Whenever used herein, the following terms shall have 
their respective meanings set forth below:

(a)   "BOARD" means the Board of Directors of the Company.

(b)   "CODE" means the Internal Revenue Code of 1986, as amended.


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<PAGE>

(c)   "COMPANY" means Monterey Pasta Company and any successor corporation 
thereto.

(d)   "EMPLOYEE OPTION" means an option to purchase Stock granted pursuant to 
the terms and conditions of Article 5 below.

(e)   "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(f)   "INCENTIVE STOCK OPTION" means an incentive stock option as described 
in Section 422 of the Code.

(g)   "NONSTATUTORY STOCK OPTION" means a stock option which shall not be 
treated as an incentive stock option as described in Section 422 of the Code.

(h)   "OPTION" means an Employee Option or an Outside Director Option.

(i)   "OPTIONEE" means a person who has received one or more Options.

(j)   "OUTSIDE DIRECTOR" means a person who is (i) a member of the Board and 
(ii) not an employee of a Participating Company.

(k)   "OUTSIDE DIRECTOR OPTION" means an option to purchase Stock 
automatically granted pursuant to the terms and conditions of Article 6 below.

(l)   "PARENT CORPORATION" and "SUBSIDIARY CORPORATION" shall have the 
meaning given to such terms in sections 424(e) and 424(f) of the Code, 
respectively.

(m)   "PARTICIPATING COMPANY" means the Company or any present or future 
parent or subsidiary corporation of the Company, all of whom are collectively 
referred to as the "PARTICIPATING COMPANY GROUP".

(n)   "RULE 16b-3" means Rule 16b-3 as promulgated under the Exchange Act and 
amended from time to time or any successor rule or regulation.

(o)   "SECTION 162(m)" means Section 162(m) of the Code, as amended by the 
Revenue Reconciliation Act of 1993 (P.L. 103-66), and the regulations 
promulgated thereunder.

(p)   "STOCK" means the authorized but unissued common stock of the Company.

(q)   "TEN PERCENT OWNER OPTIONEE" means an Optionee who at the time the 
Option is granted owns stock possessing more than ten percent (10%) of the 
total combined voting power of all classes of stock of a Participating 
Company within the meaning of Section 422(b)(6) of the Code.


                                       6

<PAGE>

                                  ARTICLE 3.

                                ADMINISTRATION

3.1   ADMINISTRATION BY BOARD OR COMMITTEE.  The Plan shall be administered 
by the Board or a duly appointed committee of the Board which meets the 
requirements of Section 162(m)(4)(C)(i) of the Code (the "Committee"), 
comprised solely of two (2) or more Outside Directors, having such powers as 
shall be specified by the Board.  Any subsequent references herein to the 
Board shall also mean the Committee if such Committee has been appointed and, 
unless the powers of the Committee have been specifically limited, the 
Committee shall have all of the powers of the Board granted herein, 
including, without limitation, the power to terminate or amend the Plan at 
any time, subject to the terms of the Plan and any applicable limitations 
imposed by law.  The Plan shall is administered by the Board in compliance 
with the "disinterested administration" requirement of Rule 16b-3.  All 
questions of interpretation of the Plan or of any Options granted under the 
Plan shall be determined by the Committee or the Board, and such 
determinations shall be final and binding upon all persons having an interest 
in the Plan and/or any Option.  The Committee or the Board determines the 
criteria upon which Employee Options are granted.

3.2   LIMITATION OF AUTHORITY WITH RESPECT TO OUTSIDE DIRECTOR OPTIONS.  
Notwithstanding any provision herein to the contrary, the Committee shall 
have no authority, discretion, or power to select the Outside Directors of 
the Company who will receive Outside Director Options under the Plan, to set 
the exercise price of Outside Director Options granted under the Plan, to 
determine the number of shares of Stock to be granted under an Outside 
Director Option or the time at which such options are to be granted, to 
establish the duration of Outside Director Options, or alter any other terms 
or conditions specified in the Plan with respect to Outside Director Options, 
except in the sense of administering the Plan subject to the provisions of 
the Plan.

3.3   AUTHORITY OF OFFICERS.  Any officer of a Participating Company shall 
have the authority to act on the behalf of the Company with respect to any 
matter, right, obligation, or election which is the responsibility of or 
which is allocated to the Company herein, provided the officer has apparent 
authority with respect to such matter, right, obligation, or election.

3.4   DISINTERESTED ADMINISTRATION.  With respect to the participation in 
the Plan of employees who are also officers or directors of the Company 
subject to Section 16 of the Exchange Act, the Plan shall be administered by 
the Board in compliance with the "disinterested administration" requirement 
of Rule 16b-3.


                                       7

<PAGE>

3.5   COMPLIANCE WITH SECTION 162(m).  In the event a Participating Company 
becomes a "publicly held corporation" as defined in paragraph (2) of Section 
162(m), the Company may establish a committee of outside directors meeting 
the requirements of Section 162(m) to approve the grant of Employee Options 
which might reasonably be anticipated to result in the payment of employee 
remuneration that would otherwise exceed the limit on employee remuneration 
deductible for income tax purposes pursuant to Section 162(m).

In order to satisfy the requirements of Section 162(m) with respect to the 
grant of an Option, the following requirements must be satisfied:

(a)   The performance goals must be determined by a compensation committee of 
the Board of the Company which is comprised solely of two or more outside 
directors;

(b)   The material terms under which the remuneration is to be paid, 
including the performance goals, must be disclosed to shareholders and 
approved by a majority of the vote in a separate shareholder vote before the 
payment of such remuneration; and

(c)   Before any payment of such remuneration, the compensation committee 
referred to in clause (a) above shall certify that the performance goals and 
any other material terms were in fact satisfied.

                                  ARTICLE 4.

                             STOCK SUBJECT TO PLAN

4.1   SHARES SUBJECT TO OPTION.  Options shall be for the purchase of Stock, 
subject to adjustment as provided in Section 4.2.  The maximum number of 
shares of Stock which may be issued under the Plan shall be one million seven 
hundred forty thousand (1,740,000) shares.  In the event that any outstanding 
Option for any reason expires or is terminated or canceled or shares of Stock 
subject to repurchase are repurchased by the Company, the shares allocable to 
the unexercised portion of such Option, or such repurchased shares, may again 
be subject to an Option grant.  Notwithstanding the foregoing, any such 
shares shall be made subject to a new Option only if the grant of such new 
Option and the issuance of such shares pursuant to such new Option would not 
cause the Plan or any Option granted under the Plan to contravene Rule 16b-3.

4.2   EFFECT OF CHANGE IN STOCK SUBJECT TO PLAN.  Appropriate adjustments 
shall be made in the number and class of shares of Stock subject to the Plan, 
to the Section 162(m) limitation set forth in Section 5.3 below, to the 
automatic grant of Outside Director Options as provided in Section 6.3(a) 
below, and to any outstanding Options and in the exercise price of any 
outstanding Options in the event of a stock dividend, stock split, reverse 
stock split, recapitalization,


                                       8

<PAGE>

combination, reclassification, or like change in the capital structure of the 
Company.  In the event a majority of the shares which are of the same class 
as the shares that are subject to outstanding Options are exchanged for, 
converted into, or otherwise become (whether or not pursuant to a Transfer of 
Control (as defined in Section 7.1 below)) shares of another corporation (the 
"New Shares"), the Company may unilaterally amend the outstanding Options to 
provide that such Options are exercisable for New Shares.  In the event of 
any such amendment, the number of shares and the exercise price of the 
outstanding Options shall be adjusted in a fair and equitable manner.

                                  ARTICLE 5.

                               EMPLOYEE OPTIONS

5.1   EMPLOYEE OPTIONS AUTHORIZED.  Employee Options may be either Incentive 
Stock Options or Nonstatutory Stock Options.

5.2   ELIGIBILITY FOR EMPLOYEE OPTIONS.  Employee Options may be granted only 
to employees (including officers and directors who are also employees) of the 
Participating Company Group or to individuals (excluding Outside Directors) 
who are rendering services as consultants, advisors, or other independent 
contractors to the Participating Company Group.  For purposes of the 
foregoing sentence, "employees" shall include prospective employees to whom 
Employee Options are granted in connection with written offers of employment 
with the Participating Company Group and "consultants" or "advisors" shall 
include prospective consultants or advisors to whom Employee Options are 
granted in connection with written consulting or advising offers with the 
Participating Company Group.  The Board shall, in its sole discretion, 
determine which eligible persons shall be granted Employee Options.  
Notwithstanding anything to the contrary herein, an individual who is 
rendering services as a consultant, advisor, or other independent contractor 
or who is a prospective employee, consultant, or advisor may only be granted 
a Nonstatutory Stock Option.  Eligible persons may be granted more than one 
Employee Option.

5.3   SECTION 162(m) LIMITATION.  Subject to adjustment as provided in 
Section 4.2, no persons shall be granted within any fiscal year of the 
Company Employee Options which in the aggregate cover more than [SIXTY] 
[EIGHTY] THOUSAND [(80,000)] shares; provided, however, that the foregoing 
limit shall be [NINETY] [ONE HUNDRED] THOUSAND [(100,000)] shares with 
respect to Options granted to any person during the first fiscal year of such 
person's employment with the Company.  
[DJ: YOU DIDNT SPECIFY NUMBER OF SHARES-PLEASE ADVISE]

5.4   TERMS AND CONDITIONS OF EMPLOYEE OPTIONS.  Subject to the provisions of 
the Plan, the Committee or the Board shall determine for each Employee Option 
(which need not be identical) the number of shares of Stock for which the 
Employee Option shall be granted, the exercise price of the Employee


                                       9

<PAGE>

Option, the timing and terms of exercisability and vesting of the Employee 
Option, the time of expiration of the Employee Option, the effect of the 
Optionee's termination of employment or service, whether the Employee Option 
is to be treated as an Incentive Stock Option or as a Nonstatutory Stock 
Option, and all other terms and conditions of the Employee Option not 
inconsistent with the Plan.  Employee Options granted pursuant to the Plan 
shall be evidenced by written agreements specifying the number of shares of 
Stock covered thereby, in such form as the Committee or the Board shall from 
time to time establish, which agreements may incorporate all or any of the 
terms of the Plan by reference and shall comply with and be subject to the 
following terms and conditions:

(a)   EMPLOYEE OPTION EXERCISE PRICE.  The exercise price for each Employee 
Option shall be established in the sole discretion of the Committee or the 
Board; provided, however, that (i) the exercise price per share for an 
Employee Option shall be not less than the fair market value, as determined 
by Committee or the Board, of a share of Stock on the date of the granting of 
the Employee Option and (ii) no Incentive Stock Option granted to a Ten 
Percent Owner Optionee shall have an exercise price per share less than one 
hundred ten percent (110%) of the fair market value, as determined by the 
Committee or the Board, of a share of Stock on the date of the granting of 
the Incentive Stock Option.  Notwithstanding the foregoing, an Employee 
Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may 
be granted with an exercise price lower than the minimum exercise price set 
forth above if such Employee Option is granted pursuant to an assumption or 
substitution for another option in a manner qualifying with the provisions of 
section 424(a) of the Code.

(b)   EMPLOYEE OPTION EXERCISE PERIOD.  The Committee or the Board shall have 
the power to set, including by amendment of an Employee Option, the time or 
times within which each Employee Option shall be exercisable or the event or 
events upon the occurrence of which all or a portion of each Employee Option 
shall be exercisable and the term of each Employee Option; provided, however, 
that (i) no Incentive Stock Option shall be exercisable after the expiration 
of ten (10) years after the date such Incentive Stock Option is granted, and 
(ii) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall 
be exercisable after the expiration of five (5) years after the date such 
Incentive Stock Option is granted.

(c)   PAYMENT OF EMPLOYEE OPTION EXERCISE PRICE.

      (i)   FORMS OF PAYMENT AUTHORIZED.  Payment of the exercise price for 
the number of shares of Stock being purchased pursuant to any Employee Option 
shall be made (1) in cash, by check, or cash equivalent, (2) by tender to the 
Company of shares of the Company's common stock owned by the Optionee having 
a value, as determined by the Committee or the Board (but without regard to 
any restrictions or transferability applicable to such stock by


                                      10

<PAGE>

reason of federal or state securities laws or agreements with an underwriter 
for the Company), not less than the exercise price, (3) by the Optionee's 
recourse promissory note in a form approved by the Company, (4) by the 
assignment of the proceeds of a sale of some or all of the shares being 
acquired upon the exercise of the Employee Option (including, without 
limitation, through an exercise complying with the provisions of Regulation T 
as promulgated from time to time by the Board of Governors of the Federal 
Reserve System), or (5) by any combination thereof.  The Committee or the 
Board may at any time or from time to time, by adoption of or by amendment to 
either of the standard forms of stock option agreement described in Section 
5.6, or by other means, grant Employee Options which do not permit all of the 
foregoing forms of consideration to be used in payment of the exercise price 
and/or which otherwise restrict one (1) or more forms of consideration.

      (ii)  TENDER OF COMPANY STOCK.  Notwithstanding the foregoing, an 
Employee Option may not be exercised by tender to the Company of shares of 
the Company's common stock to the extent such tender of stock would 
constitute a violation of the provisions of any law, regulation and/or 
agreement restricting the redemption of the Company's stock.  Unless 
otherwise provided by the Committee or the Board, an Employee Option may not 
be exercised by tender to the Company of shares of the Company's common stock 
unless such shares of the Company's stock either have been owned by the 
Optionee for more than (6) months or were not acquired, directly or 
indirectly, from the Company.

      (iii) PROMISSORY NOTES.  No promissory note shall be permitted if an 
exercise using a promissory note would be a violation of any law.  Any 
permitted promissory note shall be due and payable not more than four (4) 
years after the Employee Option is exercised, and interest shall be payable 
at least annually and be at least equal to the minimum interest rate 
necessary to avoid imputed interest pursuant to all applicable sections of 
the Code.  The Committee or the Board shall have the authority to permit or 
require the Optionee to secure any promissory note used to exercise an 
Employee Option with the shares of Stock acquired on exercise of the Employee 
Option and/or with other collateral acceptable to the Company.  Unless 
otherwise provided by the Committee or the Board, in the event the Company at 
any time is subject to the regulations promulgated by the Board of Governors 
of the Federal Reserve System or any other governmental entity affecting the 
extension of credit in connection with the Company's securities, any 
promissory note shall comply with such applicable regulations, and the 
Optionee shall pay the unpaid principal and accrued interest, if any, to the 
extent necessary to comply with such applicable regulations.

      (iv)  ASSIGNMENT OF PROCEEDS OF SALE.  The Company reserves, at any and 
all times, the right, in the Company's sole and absolute discretion, to 
establish, decline to approve and/or terminate any program and/or procedures


                                      11

<PAGE>

for the exercise of Employee Options by means of assignment of the proceeds 
of a sale of some or all of the shares of Stock to be acquired upon such 
exercise.

5.5   STANDARD FORMS OF AGREEMENT FOR EMPLOYEE OPTIONS.

(a)   INCENTIVE STOCK OPTIONS.  Unless otherwise provided for by the 
Committee or the Board at the time an Employee Option is granted, an Employee 
Option designated as an "Incentive Stock Option" shall comply with and be 
subject to the terms and conditions set forth in the form of incentive stock 
option agreement attached hereto as EXHIBIT A and incorporated herein by 
reference.

(b)   NONSTATUTORY STOCK OPTIONS.  Unless otherwise provided for by the 
Committee or the Board at the time an Employee Option is granted, an Employee 
Option designated as a "Nonstatutory Stock Option" shall comply with and be 
subject to the terms and conditions set forth in the form of nonstatutory 
stock option agreement attached hereto as EXHIBIT B and incorporated herein 
by reference.

(c)   STANDARD TERM FOR EMPLOYEE OPTIONS.  Except as provided in Section 
5.4(b) or otherwise provided for by the Board in the grant of an Employee 
Option, any Employee Option granted hereunder shall have a term of ten (10) 
years.

5.6   RESTRICTIONS AFTER EXERCISE OF NONSTATUTORY STOCK OPTIONS.

After the Optionee exercises a Nonstatutory Stock Option under the Plan, and 
the Stock purchased under such Nonstatutory Stock Option is transferred to 
the Optionee, the Optionee will be subject to a binding commitment to resell 
such Stock to the Company at the Exercise Price if the Optionee terminates 
his or her employment with the Company or its parent or subsidiary for any 
reason prior to the expiration of a two-year period from the date of the 
transfer of such Stock.


                                   ARTICLE 6.

                             OUTSIDE DIRECTOR OPTIONS

6.1   OUTSIDE DIRECTOR OPTIONS AUTHORIZED.  Outside Director Options shall be 
Nonstatutory Stock Options.

6.2   ELIGIBILITY FOR OUTSIDE DIRECTOR OPTIONS.  Outside Director Options may 
be granted only to Outside Directors.


                                        12

<PAGE>

6.3   TERMS AND CONDITIONS OF OUTSIDE DIRECTOR OPTIONS.  Outside Director
Options granted pursuant to the Plan shall be evidenced by written agreements 
specifying the number of shares of Stock covered thereby, in substantially 
the form attached hereto as EXHIBIT C (the "Outside Director Option 
Agreement"), which written agreement may incorporate all or any of the terms 
of the Plan by reference and shall comply with and be subject to the 
following terms and conditions:

(a)   AUTOMATIC GRANT OF OPTIONS.  Subject to execution by each Outside 
Director of the appropriate Option Agreement, Outside Director Options shall 
be granted automatically and without further action of the Board as follows:

      (i) On the Effective Date, each person serving as an Outside Director 
shall be granted an Outside Director Option to purchase ten thousand 
(10,000) shares of Stock.

      (ii) Each person who is newly appointed or elected as an Outside 
Director after the Effective Date shall be granted an Outside Director Option 
to purchase ten thousand (10,000) shares of Stock upon the date of such 
initial appointment or election.

      (iii) Each Outside Director shall be granted an Outside Director Option 
to purchase ten thousand (10,000) shares of Stock on each anniversary of his 
or her Anniversary Date (as defined below).

      (iv) The Anniversary Date of each Outside Director shall be (1) if the 
Outside Director held office as an Outside Director on the Effective Date, 
the Effective Date and (2) for each other Outside Director, the date upon 
which he or she was first granted an Outside Director Option under the Plan.

      (v) Notwithstanding the foregoing, any Outside Director may elect not 
to receive an Outside Director Option granted pursuant to this Section 6.3(a) 
by delivering written notice of such election to the Board (1) in the case of 
an initial Outside Director Option grant, no later than the Effective Date 
or, if later, the upon which such Outside Director commences service on the 
Board, or (2) in the case of an anniversary Outside Director Option grant, no 
later than six (6) months prior to the applicable Anniversary Date.

      (vi) Notwithstanding any other provision of the Plan, no Outside 
Director Option shall be granted to any individual on his or her Anniversary 
Date when he or she is no longer serving as an Outside Director of the 
Company on such Anniversary Date.

(b)   OUTSIDE DIRECTOR OPTION EXERCISE PRICE.  The exercise price per share 
of Stock subject to an Outside Director Option shall be the fair market 
value of a share of Stock on the date of the granting of the Outside Director 
Option. For purposes of this Section 6.3(b), where there is a public market 
for the Stock, the fair market value per share of Stock shall be the mean of 
the bid and asked


                                        13

<PAGE>

prices of the Stock on the date of the granting of the Outside Director 
Option, as reported in the Wall Street Journal (or, if not so reported, as 
otherwise reported by the National Association of Securities Dealers 
Automated Quotation ("NASDAQ") system) or, in the event the Stock is listed 
on the NASDAQ National Market System or a national or regional securities 
exchange, the fair market value per share of Stock shall be the closing 
price on such National Market System or exchange on the date of the granting 
of the Outside Director Option, as reported in the Wall Street Journal. If 
the date of the granting of an Outside Director Option does not fall on a 
day on which the Stock is trading on NASDAQ, the NASDAQ National Market 
System or other national or regional securities exchange, the date on which 
the Outside Director Option exercise price per share shall be established 
shall be the last day on which the Stock was so traded prior to the date of 
the granting of the Outside Director Option.

(c)   EXERCISE PERIOD AND EXERCISABILITY OF OUTSIDE DIRECTOR OPTIONS.  An 
Outside Director Option granted pursuant to the Plan shall have a term of ten 
(10) years. Outside Director Options granted pursuant to the Plan shall 
become exercisable in two (2) approximately equal annual installments 
commencing one (1) year after the date of grant as provided in the 
appropriate form of Outside Director Option Agreement.

(d)   PAYMENT OF OPTION EXERCISE PRICE.  Payment of the exercise price for 
the number of shares of Stock being purchased pursuant to any Option shall be 
made (i) in cash, by check, or in cash equivalent, (ii) by the assignment of 
the proceeds of a sale of some or all of the shares being acquired upon the 
exercise of an Option (including, without limitation, through an exercise 
complying with the provisions of Regulation T as promulgated from time to 
time by the Board of Governors of the Federal Reserve System), or (iii) by 
any combination thereof. The Company reserves, at any and all times, the right, 
in the Company's sole and absolute discretion, to establish, decline to 
approve and/or terminate any program and/or procedure for the exercise of 
Options by means of an assignment of the proceeds of a sale of some or all of 
the shares of Stock to be acquired upon such exercise.

6.4   SHAREHOLDER APPROVAL.  Any Outside Director Option granted pursuant to 
the Plan shall be subject to obtaining shareholder approval of the Plan on or 
before the date of the first annual meeting of the shareholders after the 
Effective Date. Notwithstanding the foregoing, shareholder approval shall not 
be necessary in order to grant any Outside Director Option granted on the 
Effective Date; provided, however, that the exercise of any such Outside 
Director Option shall be subject to obtaining shareholder approval of the 
Plan.

6.5   RESTRICTIONS AFTER EXERCISE OF NONSTATUTORY STOCK OPTIONS.

After the Optionee exercises a Nonstatutory Stock Option under the Plan, and 
the Stock purchased under such Nonstatutory Stock Option is transferred to the


                                        14

<PAGE>

Optionee, the Optionee will be subject to a binding commitment to resell such 
Stock to the Company at the Exercise Price if the Optionee is no longer a 
member of the Board of the Company or its parent or subsidiary prior to the 
expiration of a two-year period from the date of the transfer of such Stock.


                                   ARTICLE 7.

                               GENERAL PROVISIONS

7.1   TRANSFER OF CONTROL.  A "Transfer of Control" shall be deemed to have 
occurred in the event any of the following occurs with respect to the Company:

(a)   The direct or indirect sale or exchange by the shareholders of the 
Company of all or substantially all of the stock of the Company where the 
shareholders of the Company before such sale or exchange do not retain, 
directly or indirectly, at least a majority of the beneficial interest in the 
voting stock of the Company after such a sale or exchange;

(b)   A merger or consolidation in which the Company is not the surviving 
corporation;

(c)   A merger or consolidation in which the Company is the surviving 
corporation where the shareholders of the Company before such merger or 
consolidation do not retain, directly or indirectly, at least a majority of 
the beneficial interest in the voting stock of the Company after such a 
merger or consolidation;

(d)   The sale, exchange, or transfer of all or substantially all of the 
assets of the Company (other than a sale, exchange, or transfer to one (1) or 
more subsidiary corporations (as defined in Section 2.1 above) of the 
Company); or

(e)   A liquidation of the Company.

In the event of a Transfer of Control, the surviving, continuing, successor, 
or purchasing corporation or parent corporation thereof, as the case may be 
(the "Acquiring Corporation"), shall either assume the Company's rights and 
obligations under outstanding Options or substitute options for the Acquiring 
Corporation's stock for such outstanding Options. In the event the Acquiring 
Corporation elects not to assume or substitute for such outstanding Options 
in connection with the Transfer of Control, any unexercisable and/or unvested 
portion of the outstanding Options shall be immediately exercisable and 
vested as of the date thirty (30) days prior to the date of the Transfer of 
Control. The exercise and/or vesting of any Option that was permissible 
solely by reason of this Section 7.1 shall be conditioned upon the 
consummation of the Transfer of Control. Any Options which are neither 
assumed or substituted for by the Acquiring Corporation in the connection 
with the Transfer of Control nor


                                        15
<PAGE>

exercised as of the date of the Transfer of Control shall terminate and cease 
to be outstanding effective as of the date of the Transfer of Control.

7.2   AUTHORITY TO VARY TERMS.  The Board shall have the authority from time 
to time to vary the terms of the standard forms of stock option agreement 
described in Section 5.5 and Section 6.3 either in connection with the grant 
or amendment of an individual Option or in connection with the authorization 
of a new standard form or forms; provided, however, than the terms and 
conditions of such revised or amended standard form or forms of stock option 
agreement shall be in accordance with the terms of the Plan. Such authority 
shall include, but not by way of limitation, the authority to grant Options 
which are immediately exercisable subject to the Company's right to 
repurchase any uninvested shares of Stock acquired by an Optionee on exercise 
of an Option in the event such Optionee's service to the Participating 
Company Group is terminated for any reason, with or without cause.

7.3   FAIR MARKET VALUE LIMITATION ON INCENTIVE STOCK OPTIONS.  To the extent 
that the aggregate fair market value (determined at the time the Incentive 
Stock Option is granted) of the stock for which Incentive Stock Options are 
exercisable for the first time by an Optionee during any calendar year (under 
the Plan and any other stock option plan of the Participating Company Group) 
exceeds One Hundred Thousand Dollars ($100,000), such options shall be 
treated as Nonstatutory Stock Options. This paragraph shall be applied by 
taking Incentive Stock Options into account in the order in which they were 
granted.

7.4   PROVISIONS OF INFORMATION.  Each Optionee shall be given access to 
information concerning the Company's equivalent to that information generally 
made available to holders of the Company's common stock.

7.5   OPTIONS NON-TRANSFERABLE.  During the lifetime of the Optionee, the 
Option shall be exercisable only by the Optionee. No Option shall be 
assignable or transferable by the Optionee, except by will or by the laws of 
descent and distribution.

7.6   TERMINATION OR AMENDMENT OF PLAN OR OPTIONS.  The Board, including any 
duly appointed committee of the Board, may terminate or amend the Plan of any 
Option at any time; provided, however, that without the approval of the 
Company's shareholders, there shall be (a) no increase in the total number of 
shares of Stock covered by the Plan (except by operation of the provisions of 
Section 4.2), (b) no change in the class of persons eligible to receive 
Incentive Stock Options and (c) no expansion in the class of persons eligible 
to receive Nonstatutory Stock Options. Furthermore, the provisions of the 
Plan addressing eligibility for Outside Director Options and the amount, 
price and timing of grants of Outside Director Options shall not be amended 
more than once every six (6) months, other than to comport to changes in the 
Code, or the rules


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thereunder. In addition to the foregoing, the approval of the Company's 
shareholders shall be sought for any amendment to the Plan or an Option for 
which the Board deems shareholder approval necessary in order to comply with 
Rule 16b-3. In any event, no amendment may adversely affect any then 
outstanding Option or any unexercised portion thereof, without the consent of 
the Optionee, unless such amendment is required to enable an Option 
designated as a Nonstatutory Stock Option to qualify as an Incentive Stock 
Option.

7.7  CONTINUATION OF INITIAL PLAN AS TO OUTSTANDING OPTIONS. Notwithstanding 
any other provision of the Plan to the contrary, the terms of the Initial 
Plan shall remain in effect and apply to Options granted pursuant to the 
Initial Plan.


     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies 
that the foregoing Monterey Pasta Company Second Amended and Restated 1993 
Stock Option Plan (as last amended on August 1, 1996) was duly adopted by the 
Board of Directors of the Company on the 7th Option day of May, 1996, and 
approved by the Shareholders of the Company on the 1st day of August, 1996.

Dated: August 29, 1996

                                        ----------------------------------
                                          Carolyn Mar, Secretary





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08/31/93       Board of Directors adopted Initial Plan with a share reserve 
                    of 315,000 shares.

08/31/93       Shareholders approved the Initial Plan with a share reserve of 
                    315,000 shares.

01/12/94       Board of Directors adopted an amendment to the Initial Plan 
                    increasing the share reserve to 950,000 shares.

10/19/94       Board of Directors adopted the Plan with a share reserve of 
                    1,200,000 shares, subject to shareholder approval.

01/06/95       Shareholders approved the Plan with a share reserve of 
                    1,200,000 shares.

05/07/96       Board of Directors approved the amendment and restatement of 
                    the Plan, including the increase of the share reserve to 
                    1,740,000 shares, representing an increase of 540,000 
                    shares, subject to shareholder approval.

08/01/96       Shareholders approved the Plan with a share reserve of 
                    1,740,000 shares, representing an increase of 540,000 
                    shares.





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