Following the entry by Cereplast, Inc. (the "Company") on June 1, 2012, into Exchange Agreements and Forbearance Agreements with certain of the holders of the Company's 7% Senior Subordinated Convertible Notes due 2016 (the "Notes") issued pursuant to the Indenture dated as of May 24, 2011 (the "Indenture"), by and among the Company and Wells Fargo Bank, National Association, as Trustee, the Company entered into a subsequent similar Exchange Agreement with certain of the holders of the Company's 7% Senior Subordinated Convertible Notes due 2016 (the "Notes") to exchange an additional $1,500,000 in Notes and accrued interest.

Pursuant to the terms of the Exchange Agreement entered into with the holders, each holder agreed to convert their Notes and accrued interest into shares at an exchange rate of one share of the Company's common stock for each $1.00 amount of the Note and accrued interest exchanged.

(d) The following exhibits are filed with this report:

                       Exhibit
                       Number    Description

                       10.1      Form of Exchange Agreement