Change in Terms Agreement between Fresh Choice, Inc. and Mid-Peninsula Bank (March 16, 2004)

Exhibit 10.68

CHANGE IN TERMS AGREEMENT

DESCRIPTION OF EXISTING INDEBTEDNESS.  Promissory Note dated October 5, 2001 in the original principal amount of $2,000,000.00 (the “Note”) subsequently modified by a Change in Terms Agreement dated June 3, 2002.

DESCRIPTION OF COLLATERAL.  The Collateral as described in that certain Pledge Agreement dated October 5, 2001.

DESCRIPTION OF CHANGE IN TERMS.  The maximum amount of the Note is hereby increased from $2,000,000.00 to $3,000,000,00

The maturity date of the Note is hereby extended from June 3, 2004 to May 17, 2005.

The Revolving Loan Agreement dated October 5, 2001 (as amended June 3, 2002 and subsequently amended as of December 10, 2002, April 7, 2003, August 13, 2003 and November 19, 2003) as follows:

4.7          Net Worth Ratio.  At all times, maintain a ratio of Debt to Tangible Net Worth of not greater than 1.00 to 1.00 during the twelve month period beginning March 16, 2004.

4.8          Other Ratio.  Maintain a ratio, as of the end of each fiscal quarter of Borrower, as measured on a rolling four fiscal quarter basis, of (x) the amount of Borrower’s annual Net Income adjusted to exclude any non-cash income and to exclude expenses for interest, taxes, depreciation, amortization, asset impairment, and restaurant opening costs; less the amount of dividends and distributions paid to shareholders of Borrower, to (y) the amount of current portion of long-term obligations as reflected on Borrower’s most recent balance sheet date plus the amount of the interest expense for the preceding four fiscal quarters, that is equal or greater than 1.50 to 1.00.  Except as provided above, all computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct.

4.9          Capital Expenditures.  Not to make Total Capital Expenditures in excess of $4,000,000 during the fiscal year ending December 26, 2004.

4.10        Total Shareholder Equity.  Maintain at all times a Tangible Net Worth in excess of $15,000,000.00

All other terms and conditions remain the same.

CONTINUING VALIDITY.  Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect.  Consent by Lender to this Agreement does not wave Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute a satisfaction of the obligation(s).  It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing.  Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement.  If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it.  This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT.  BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

LASER PRO Lending, Ver. 5.23.30.04 Copr. Harland Financial Solutions, Inc. 1997, 2004. All Rights Reserved. - CA E:\CFI\LPL\D20C.FC TR-6373