Cook the moodles using package directions; drain. Squeeze the excess moisture from the spinach. Combine the spinach, ricotta cheese and egg in a bowl and mix well. Chill, covered, in the refrigerator until needed.

Saute the chicken, mushrooms, onion, garlic, and Italian seasoning in the olive oil in a skillet until the chicken turns white. Stir in the undrained tomatoes, tomato sauce, carrots and pepper. Simmer for 5 minutes or until the chicken is cooked through, stirring occasionally.

Layer the noodles, spinach mixture, chicken mixture, mozzarella cheese and parmesan cheese 1/2 at a time in a 9x13" baking dish sprayed with cooking spray. Bake, covered, at 350 degrees for 25-30 min. or until bubbly; remove cover. Bake for 10 min. longer or until the cheese melts.