Exhibit 10.1

FIRST AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT

This AMENDMENT OF VENTURE LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 1, 2012, is entered into by and among CEREPLAST, INC., a Delaware corporation (“Borrower”), COMPASS HORIZON FUNDING COMPANY LLC (“Horizon”), a Delaware corporation and HORIZON CREDIT I LLC (“HCI” and collectively with Horizon, “Lender”), a Delaware limited liability company, as assignee and holder of Advance (Loan A).

RECITALS

A. Pursuant to that certain Venture Loan and Security Agreement dated as of December 21, 2010 (as the same has been and may be further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) between Borrower and Lender, Lender, among other things, has (i) provided certain loans to Borrower as evidenced by (a) a certain Secured Promissory Note (Loan A) executed by Borrower in favor of Lender, dated as of December 21, 2010, in the original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (“Note A”) and (b) a certain Secured Promissory Note (Loan B) executed by Borrower in favor of Lender, dated as of February 17, 2011, in the original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (“Note B” and collectively with Note A, the “Notes”) and (ii) been granted a security interest in all assets of Borrower.

B. Borrower has now requested that Lender amend certain of the payment provisions relating to the Notes.

C. Lender is willing to grant such request, but only to the extent, and in accordance with the terms, and subject to the conditions, set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

““Maturity Date” means the earlier to occur of (i) August 1, 2014 or (ii) the date of acceleration of a Loan following an Event of Default or the date of prepayment of a Loan, whichever is applicable.”

“Scheduled Payments. With respect to Loan A, Borrower shall make payments of accrued interest and principal in such amounts and on such Payment Dates as set forth in the Note applicable to Loan A (the “Loan A Scheduled Payments”). With respect to Loan B, Borrower shall make payments of accrued interest and principal in such amounts and on such Payment Dates as set forth in the Note applicable to Loan B (the “Loan B Scheduled Payments”, and collectively with the Loan A Scheduled Payments, the “Scheduled Payments”). Borrower shall make such Scheduled Payments commencing on the dates set forth in the Notes and continuing thereafter on the first Business Day of each calendar month (each a “Payment Date”) through the Maturity Date. In any event, all unpaid principal and accrued interest shall be due and payable in full on the Maturity Date.”

“Financial Statements, Reports, Certificates. Borrower shall deliver to Lender (a) as soon as available, but in any event within thirty (30) days after the end of each month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, treasurer or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred thirty-five (135) days after the end of Borrower’s fiscal year, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Lender, which initially shall be HJ Associates & Consultants, LLP; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lender may reasonably request from time to time. Promptly as they are available and in any event: (x) at the

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time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000).”

“Late Fees. Borrower shall, on or before September 1, 2012, pay to Lender the sum of Fifteen Thousand Four Hundred Ninety-Nine and 24/100 Dollars ($15,499.24) in late fees incurred by Borrower in connection with amounts due on the Notes on the Payment Dates in May 2012 and June 2012.”

“Amendment Fee. Borrower shall, on or before September 1, 2012, pay to Lender the sum of Sixty-Three Thousand Nine Hundred Ninety and 46/100 Dollars ($63,990.46) in connection with the First Amendment of Venture Loan and Security Agreement.”

“Certain Covenant Defaults. If Borrower fails to perform any obligation under Section 6.8, Section 6.12, or Section 6.13 or violates any of the covenants contained in Section 7 of this Agreement.”

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IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed as of the day and year first above written.

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