WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT

                WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT

                  WAIVER AND SEVENTH AMENDMENT TO CREDIT AGREEMENT (this

"Amendment"), dated as of February 28, 2005, among TASTY BAKING COMPANY (the

"Company"), the direct and indirect subsidiaries of the Company parties hereto

(together with the Company, the "Borrowers"), the several banks and other

financial institutions parties hereto (individually, the "Bank"; collectively,

the "Banks") and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the

Banks (in such capacity, the "Agent").

                  WHEREAS, the Borrowers, the Banks and the Agent are parties to

a Credit Agreement dated as of January 31, 2002, as amended by the First

Amendment to Credit Agreement dated as of January 29, 2003, the Second Amendment

to Credit Agreement dated as of March 18, 2003, the Third Amendment to Credit

Agreement dated as of July 28, 2003, the Fourth Amendment to Credit Agreement

dated as of November 7, 2003, the Fifth Amendment to Credit Agreement dated as

of January 23, 2004 and the Sixth Amendment to Credit Agreement dated as of

January 21, 2005 (as heretofore so amended, supplemented or otherwise modified,

the "Credit Agreement"); and

                  WHEREAS, the Borrowers, the Agent, and the Banks have agreed

to amend the Credit Agreement by (i) waiving the Borrowers' compliance with (A)

the Minimum Tangible Net Worth covenant for the fiscal quarter ended December

25, 2004 and (B) the Capital Expenditure covenant for the fiscal year ended

December 25, 2004 and (ii) amending certain definitions and financial covenants,

all on the terms and subject to the conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing and for

other consideration, the receipt and sufficiency of which is hereby

acknowledged, the parties hereto, intending to be legally bound, hereby agree as

follows:

                  1. Defined   Terms.   Unless   otherwise   defined   herein,   terms

defined in the Credit Agreement are used herein as therein defined.

                  2. Waiver.   The Borrowers have advised the Agent that they are

in violation of (a) the Minimum Tangible Net Worth covenant set forth in Section

6.1(a) of the Credit Agreement (the "TNW Covenant") for the fiscal quarter ended

December 25, 2004 and (b) the the maximum Capital Expenditure covenant set forth

in Section 6.12 of the Credit   Agreement   (the "Capex   Covenant") for the fiscal

year   ended   December   25,   2004.   The   Borrowers'   failure   to comply   with the

foregoing   sections of the Credit Agreement   constitute   Events of Default under

the   Credit   Agreement.   At the   Borrowers'   request   and in   reliance   upon the

Borrowers'   representations   and warranties   set forth herein,   the Banks hereby

waive the   Borrowers'   violation of the TNW Covenant and Capex   Covenant for the

fiscal   quarter ended   December 25, 2004 and the fiscal year ended   December 25,

2004, respectively, and the resulting Events of Default arising therefrom solely

for such fiscal periods.   The foregoing waiver shall not be deemed to operate as

a, or obligate   the Banks to grant any,   future   waiver or   modification   of the

provisions of Section   6.1(a) and Section 6.12 for any other fiscal period or of

any other term, condition or Event of Default under the Credit Agreement.

<PAGE>

                  3. Amendment to Credit Agreement. Effective as of the date set

forth above, the Credit Agreement is hereby amended as follows:

                  (a) Section 1.1 of the Credit Agreement is amended by amending

and restating the definition of "EBITDA" to read in full as follows:

                    "`EBITDA': for any period of four (4) consecutive quarters,

         consolidated net income (excluding extraordinary gains and losses),

         plus the sum of (a) income tax expense, (b) interest expense, (c)

         depreciation and amortization, (d) Accepted Non-Cash Charges and any

         other non-cash gains to or non-cash charges against net income

         acceptable to the Agent and the Required Banks (which shall include a

         non-cash charge against net income in connection with stock-based

         compensation), in each case to the extent deducted in determining net

         income, as determined for the Company and its consolidated Subsidiaries

         in accordance with GAAP.

                  (b) Section 1.1 is amended by adding the following definition

         thereto in the appropriate alphabetical sequence:

                    "`Accepted Non-Cash Charges': shall mean the non-cash

         pension expense of the Company recorded in the fiscal quarter ending

         December 25, 2004 in the amount of $800,000."

                  (c) Section 6.1(a) entitled "Minimum Tangible Net Worth" is

         hereby amended and restated to read in full as follows:

                "(a) Minimum   Tangible Net Worth.   Permit the Tangible Net Worth

         of the Company and its consolidated Subsidiaries at any time to be less

         than (i)   $39,759,601,   plus (ii) any non-cash   pe