WAIVER AND AMENDMENT TO LICENSE AND DISTRIBUTION AGREEMENT

Exhibit 10.43

WAIVER AND AMENDMENT TO LICENSE AND DISTRIBUTION AGREEMENT

This Waiver and Amendment to License and Distribution Agreement (this “Amendment”) is made and effective as of July 2, 2008 by and between Keurig, Incorporated, a Delaware corporation (“Keurig”), and Diedrich Coffee, Inc., a Delaware corporation (“Diedrich”). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in that certain License and Distribution Agreement dated as of July 29, 2003 by and between Keurig and Diedrich, as amended (as so amended, the “License Agreement”).

RECITALS:

Diedrich desires to launch a hot cocoa K-Cup pursuant to its AFH License and AH License to satisfy consumer demand, but such K-Cup has generally not satisfied the residual fluid standards nor the K-Cup ejection standards established therefor by Keurig.

Diedrich has concluded that consumers do not view the presence of residual fluid in Diedrich’s hot cocoa K-Cups negatively and that any K-Cup non-ejection issues will not be significantly detrimental to Diedrich’s or the Keurig Brewing System’s reputation. Therefore, Diedrich has requested Keurig to waive the residual fluid standard and the K-Cup ejection standard for such hot cocoa K-Cup.

Based on such conclusions, as well as Keurig’s own sanitation and other testing of the hot cocoa K-Cup which Diedrich desires to launch, and subject to the terms and conditions of this Amendment, Keurig is willing to waive the residual fluid standard for such K-Cup.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.      Acknowledgement and Waiver of Residual Fluid Requirement and K-Cup Ejection Requirement for Diedrich Hot Cocoa K-Cup. The parties acknowledge that the hot cocoa product submitted by Diedrich to Keurig and for which the parties have conducted sanitation and other quality tests (the “Diedrich Hot Cocoa K-Cup”) is a Diedrich K-Cup containing an Other Soluble Hot Beverage Product. Therefore, the Diedrich Hot Cocoa K-Cup is subject to the Acceptable K-Cup to Standard requirements of Section 5 of the License Agreement, including, without limitation, the hot cocoa-specific testing protocol established by Keurig and previously provided to Diedrich. Notwithstanding such requirements, Keurig hereby waives the maximum residual fluid requirement applicable to the Diedrich Hot Cocoa K-Cup. In addition, Keurig hereby waives the K-Cup ejection requirements applicable to the Diedrich Hot Cocoa K-Cup; provided, however, such waiver may be revoked by Keurig in its sole discretion upon not less than sixty (60) days written notice if at any time Keurig determines that customer complaints associated with the failure of the Diedrich Hot Cocoa K-Cup to automatically eject from Keurig Model B2000 or B2003 brewers reach a level which Keurig determines to be detrimental to the

reputation of the Keurig Brewing System. Such waivers do not apply to any of the other requirements that must be satisfied for a Diedrich Hot Cocoa K-Cup to be considered an Acceptable K-Cup to Standard. Further, such waivers do not apply to any other soluble base product packaged for use with a Keurig Brewer, all of which products the parties acknowledge and agree will be, if launched by Diedrich, Diedrich K-Cups containing an Other Soluble Hot Beverage Product and, therefore, subject to the Acceptable K-Cup to Standard and other applicable requirements of the License Agreement unless otherwise agreed between the parties.

2.      Packaging Requirements. Diedrich shall package Diedrich Hot Cocoa K-Cups in K-Cup sleeves which clearly and conspicuously include (a) a warning statement to users concerning the possibility of hot residual fluid remaining in Diedrich Hot Cocoa K-Cups after use in a Keurig Brewer and (b) user instructions for proper use, removal and disposal of Diedrich Hot Cocoa K-Cups when used with a Keurig Brewer. Diedrich’s obligation under this paragraph shall be deemed an obligation of Diedrich under the License Agreement, and breach of such obligation shall be deemed a breach of the License Agreement.

3.      Additional Indemnification of Keurig. The License Agreement is hereby amended by adding a new Section 18.3 to read in its entirety as follows:

2

[Remainder of page left intentionally blank. Signature page follows.]

3

IN WITNESS WHEREOF, the parties have executed this Amendment as of and effective the date first above written.

4