**Exhibit 10.38**

**AMENDMENT NO. 1 TO GUARANTY**

ThisAmendment No. 1 to Guaranty dated as of March 29, 2007 (the “Amendment”)amends that certain Guaranty (the “Guaranty”) dated as of September 25,2006 and issued by Bertucci’s Corporation (the “Guarantor”) in favor andfor the benefit of BUCA, Inc. (the “Creditor”).

WHEREAS, theCreditor, BUCA Restaurants 3, Inc. (the “Company”), Vinny T’sAcquisition Corporation (the “Debtor”) and the Guarantor entered intothat certain Stock Purchase Agreement dated as of September 25, 2006 (the “StockPurchase Agreement”) whereby the Debtor acquired all of the issued andoutstanding capital stock of the Company from the Creditor (the “Transaction”);

WHEREAS, pursuantto the terms of the Stock Purchase Agreement on September 25, 2006, the Debtorissued to the Creditor a Promissory Note in the original principal amount of$3,800,000.00 (the “Original Promissory Note”);

WHEREAS, as acondition to the consummation of the Transaction, the Creditor  required that the Guarantor execute anddeliver the Guaranty to the Creditor;

WHEREAS, on thedate hereof the Debtor and the Creditor have amended and restated the OriginalPromissory Note to, among other things, reduce the principal amount owed underthe Original Promissory Note from $3,800,000.00 to $3,661,293.00 (the “PromissoryNote Amendment”);

WHEREAS, inconnection with the Promissory Note Amendment the Guarantor and the Creditordesire to amend the Guaranty to reflect that the Original Promissory Note hasbeen replaced by the Amended and Restated Promissory Note;

WHEREAS, pursuantto Section 11(g) of the Guaranty, the Guaranty may be modified by a writingsigned by the Guarantor and the Creditor; and

WHEREAS, theGuarantor and the Creditor have both executed this Amendment No. 1 to Guaranty.

NOWTHEREFORE, in consideration of the Promissory Note Amendment, and other goodand valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto agree as follows:

1.            Thefollowing Section 11(n) shall be added to the Guaranty immediately afterSection 11(m) thereof:

“(n)         TheGuarantor and the Creditor understand and agree that: (i) on March 29, 2007 theGuarantor and the Creditor amended and restated the Promissory Note byexecuting and delivering an Amended and Restated Promissory Note in the faceprincipal amount of $3,661,293.00, a copy of which is attached hereto as Exhibit1 (the “Amended and Restated Promissory Note”); and (ii)notwithstanding anything in the Guaranty to the contrary, all references in theGuaranty to the Promissory Note shall now refer to the Amended and RestatedPromissory Note.”

2.            Exhibit 1 attached heretoshall be attached to the Guaranty as Exhibit 1 after the signature pagesto the Guaranty.

3.            Except as amended and/or changed hereby,the Guaranty shall remain in full force and effect in accordance with itsoriginal terms.

[REMAINDER OF PAGEINTENTIONALLY BLANK]

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IN WITNESSWHEREOF, the parties have executed this Amendment No. 1 to Guaranty as of thedate first above written.
| ** ** | **BERTUCCI’S CORPORATION** |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
|       | By:                             |   /s/ David G. Lloyd |   |
|       |                            | David G. Lloyd |
| ** ** |                            | President and Chief Financial Officer |
| ** ** |                            |   |
| ** ** |                            |   |
|       |                            | **BUCA,  INC.** |
|       |                            | ** ** |
|       |                            | ** ** |
|       | By:                             | /s/ Wallace B.  Doolin |   |
|       |                            |   Wallace B. Doolin |
|       |                            |   Chairman,  President and Chief Executive Officer |

 

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