Item 1.01 Entry into a Material Definitive Agreement

Effective November 27, 2012, Cereplast, Inc. (the "Company") and Compass Horizon Funding Company, LLC ("Horizon') entered into a Second Amendment (the "Amendment") to the Venture Loan and Security Agreement (the "Loan Agreement") entered into by both parties on December 21, 2010. Pursuant to the Amendment, Horizon agreed to extend additional loans to the Company in the form of Loan C in the amount of $150,000 and Loan D in the amount of $250,000. The Amendment provides for a maturity date of April 4, 2013 and an annual rate of interest of 15% for Loans C and D.

The Amendment also amends other portions of the Loan Agreement to include Loans C and D and sets forth the terms governing repayment, interest rate and use of proceeds and conditions to funding such loans.

The foregoing is only a brief description of the Amendment, does not purport to be a complete description of the rights and obligations of the parties thereunder and such description is qualified in its entirety by reference to the Amendment.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 is incorporate by reference.

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