GOLD COAST BAKING COMPANY & CALIFORNIA INFRASTRUCTURE

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EMPOWERMENT ZONE FACILITY BOND COMPLIANCE AGREEMENT THIS EMPOWERMENT ZONE FACILITY BOND COMPLIANCE AGREEMENT (including the exhibits attached hereto) (this "Compliance Agreement"), made as of April 1, 2000, by and among Gold Coast Baking Company, Inc., a California corporation having its principal place of business at 1590 B East St. Gertrude Place, Santa Ana, California 92705, its successors and assigns (the "Owner'), the California Infrastructure and Economic Development Bank, an entity within the Trade and Commerce Agency of the State of California (the "Issuer") and the City of Santa Ana, a Qualified Empowerment- Zone as hereinafter defined (the "Qualified Empowerment Zone"); WITNESSETH: WHEREAS, the Owner has requested that the Issuer and Qualified Empowerment Zone finance a loan to the Owner pursuant to a Loan Agreement, dated as of April 1, 2000 (the "Loan Agreement"), by and between the Owner and the Issuer, to finance the costs of equipping and rehabilitating a bread production facility located at 1590 B. East St. Gertrude Place, Santa Ana, California 92705 and paying certain costs of issuance related to the financing (the "Project"); and WHEREAS, the Project will be funded in part from Proceeds (as defined herein) of the sale of $5,000,000 of the Issuer's Variable Rate Demand Empowerment Zone Facility Bonds (the "Bonds") to be issued pursuant to an Indenture of Trust, dated as of April 1, 2000, by and between the Issuer and US, Bank Trust National Association (the "Indenture"); and WHEREAS, interest on the Bonds to Bondholders will be excluded from gross income for federal income tax purposes if, among other things, the Project continuously complies during the Compliance Period and the Bond Term (as defined herein) with Section 1394 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations promulgated thereunder (the "Treasury Regulations"); and WHEREAS, Project compliance with Section 1394 of the Code is within the control of the Owner; and WHEREAS, the Issuer and the Qualified Empowerment Zone are unwilling to provide Bond Proceeds to finance the Project unless the Owner shall, by executing this Compliance Agreement, consent to certain restrictions on the use of Bond Proceeds and the Project necessary to preserve the tax-exempt status of the interest on the Bonds under Section 103(a) and 1394 of the Code; and WHEREAS, terms not defined in this preamble or in Section 23 hereof shall have the meanings given them in the Indenture; NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, and of other valuable consideration, the Owner, the Issuer and the Qualified Empowerment Zone agree as follows: 06-45k 4.05