EXHIBIT 10.33

SIXTH AMENDMENT TO

REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS SIXTH AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 13, 2004 (the “ Amendment ”), is entered into by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent for the Lenders under the Agreement referenced below (“ Agent ”), the Lenders party thereto, and GARDENBURGER, INC., an Oregon corporation (“ Borrower ”).  Capitalized terms used and not otherwise defined herein are used as defined in the Agreement (as defined below).

WHEREAS, the Agent, Lenders and Borrower have entered into that certain Revolving Credit and Term Loan Agreement dated as of January 10, 2002 (as amended, supplemented, modified and/or restated from time to time, the “ Agreement ”), together with a First Amendment to the Agreement dated as of September 30, 2002, a Second Amendment to the Agreement dated as of December 31, 2002, a Third Amendment to the Agreement dated as of March 31, 2003, a Fourth Amendment to the Agreement dated as of December 29, 2003 and a Fifth Amendment to the Agreement dated as of April 8, 2004;

WHEREAS, Borrower has requested that Agent and Lenders amend certain provisions of the Agreement and waive certain Events of Default, all as provided herein; and

WHEREAS, subject to satisfaction of the conditions set forth herein, Agent and the Lenders are willing to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.  Amendments .  As of the Effective Date, the Agreement is amended as follows:

(a)            Section 3.4 of the Agreement shall be and hereby is amended and restated and replaced in its entirety to read in full as follows:

“ 3.4         Termination Fee; Exit Fee

Upon the earlier of (i) the payment in full of the Term Loan and (ii) the last day of the Term Loan Term, Borrower shall pay Agent for the ratable benefit of Lenders, an exit fee of $750,000 (the “ Exit Fee ”).  Borrower may permanently repay the Loans and terminate Lender’s future lending commitments hereunder, provided , that if such repayment or termination occur on or before August 13, 2005, Borrower shall also pay a termination fee (“ Termination Fee ”) of 1% of the sum of (A) the Facility Cap and (B) the outstanding balance of the Term Loan on August 13, 2004, minus the amount of scheduled principal payments made between August 13, 2004, and the date of such repayment or termination, and further provided , that Borrower shall not be obligated to pay the Termination Fee if CapitalSource is a lender in the credit facility which replaces or refinances this Agreement.”

(b)            Section 6.1(g) of the Agreement shall be and hereby is amended and restated and replaced in its entirety to read in full as follows:

“(g)          Recipes and Procedures .  Borrower shall furnish to Agent by July 20 and January 20 of each year, a copy of each recipe and procedures (which has not previously been delivered to Agent) for making each product of Borrower, which shall be held by Agent in a safe deposit box until such time as an Event of Default exists.  Prior to an Event of Default, Agent will not disclose or distribute the recipes or procedures to any Person, unless in connection with pursuing and enforcing Agent’s and Lender’s remedies under the Loan Documents.  Notwithstanding anything contained in this Agreement to the contrary, CapitalSource and its affiliates, as Agent and/or Lender, may disclose to their lenders such recipes and procedures, provided such lenders agree with CapitalSource (orally or in writing) to be subject to the restrictions set forth in this Section 6.1(g) .”

(c)            A new Section 6.1(i) shall be added to the Agreement to read in full as follows:

“(i)           Intellectual Property .  Borrower shall furnish to Agent by July 20 and January 20 of each year, a report specifying any material Intellectual Property interests acquired by, obtained by, or licensed to Borrower (which has not been previously disclosed to Agent), and shall deliver to Agent, within ten (10) calendar days after Agent’s request, documentation to perfect Agent’s, for its benefit and the benefit of the Lenders, Lien in such Intellectual Property, in each case in form and substance acceptable to Agent in its Permitted Discretion.”

(d)            Paragraphs 4 and 5 of Annex I of the Agreement shall be and hereby are amended and restated and replaced in their entirety to read in full as follows:

“ 4)           Capital Expenditures

Borrower shall not permit its Capital Expenditures in the aggregate to exceed $1,550,000 for the fiscal year ending on September 30, 2004, and $1,100,000 for each fiscal year ending on or after September 30, 2005.

5)             Senior Fixed Charge Coverage Ratio.

The Senior Fixed Charge Coverage Ratio for each Quarterly Test Period set forth below shall not be less than the ratios specified below:

SECTION 2.  Conditions .  This Amendment shall be effective upon the satisfaction of the following conditions precedent (the “ Effective Date ”):  (a) the representations and warranties contained herein and in all other Loan Documents shall be true and correct in all material respects as of the date hereof, except for such representations and warranties limited by their terms to a specific date; (b) except as specifically waived in Section 4 of this Amendment, no Default or Event of Default shall be in existence as of the date hereof; (c) Borrower shall have delivered to the Agent an executed original copy of this Amendment and each other agreement, document or instrument reasonably requested by the Agent in connection with this Amendment; (d) (i) the holders of the Subordinated Debt and Borrower shall have executed a Sixth Amendment to Note Purchase Agreement (the “ Note Purchase Agreement Amendment ”) in the form attached hereto as Exhibit A and (ii) the holders of the Subordinated Debt shall have consented in writing to this Amendment, in form and substance satisfactory to Agent, and none of the provisions of this Amendment shall be a breach or event of default under the Note Purchase Agreement or with respect to the Subordinated Debt; (e) Borrower shall have paid to Agent all fees, costs and expenses owed to and/or incurred by the Agent and Lenders arising in connection with the Loan Documents and/or this Amendment; and (f) all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent.

SECTION 3.  Consent to Modifications of Agreements with Subordinated Lender .  As of the Effective Date, Agent and Lenders hereby consent to Borrower’s execution and delivery of the Note Purchase Agreement Amendment.

SECTION 4.  Waivers .  Agent and Lenders (a) hereby acknowledge that Events of Default exist because of Borrower’s failure to comply with the (i) Senior Fixed Charge Coverage Ratio for the Quarterly Test Period ending June 30, 2004 and (ii) the $1,200,000 limit