**Exhibit4.10**

SUPPLEMENTALINDENTURE

ThisSupplemental Indenture, dated as of September 22, 2006 (this “SupplementalIndenture” or “Subsidiary Guarantee”), among Vinny T’s Acquisition Corporation,a Delaware corporation (the “Subsidiary Guarantor”), Bertucci’s Corporation, aDelaware corporation f/k/a NE Restaurant Company (together with its successorsand assigns, the “Company”), and The Bank of New York Trust Company, N.A. (assuccessor trustee to United States Trust Company of New York), as Trustee underthe Indenture referred to below (the “Trustee”).

W I T N E S S E TH:

WHEREAS,the Company and the Trustee have heretofore executed and delivered anIndenture, dated as of July 20, 1998 (as amended, supplemented, waived orotherwise modified, the “Indenture”), providing for the issuance of anaggregate principal amount of $100.0 million of 103⁄4% Senior Notes due 2008 ofthe Company (the “Securities”);

WHEREAS,Section 3.12 of the Indenture provides that the Company is required tocause each Restricted Subsidiary created or acquired by the Company to executeand deliver to the Trustee a Subsidiary Guarantee pursuant to which suchSubsidiary Guarantor will unconditionally Guarantee, on a joint and severalbasis, the full and prompt payment of the principal of, premium, if any andinterest on the Securities and all other payment obligations under theIndenture on a senior unsecured basis; and

WHEREAS,pursuant to Section 9.1 of the Indenture, the Trustee and the Companyare authorized to execute and deliver this Supplemental Indenture to amend theIndenture, without the consent of any Security holder.

NOW,THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the SubsidiaryGuarantor, the Company and the Trustee mutually covenant and agree for theequal and ratable benefit of the holders of the Securities as follows:

ARTICLE I

Definitions

SECTION1.1  Defined Terms.  As used in this Supplemental Indenture, termsdefined in the Indenture or in the preamble or recital hereto are used hereinas therein defined, except that the term “Holders” in this SupplementalIndenture shall refer to the term “Holders” as defined in the Indenture and theTrustee acting on behalf or for the benefit of such holders.  The words “herein,” “hereof” and “hereby” andother words of similar import used in this Supplemental Indenture refer to thisSupplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Guarantee

SECTION2.1  Guarantee.  The Subsidiary Guarantor hereby fully,unconditionally and irrevocably guarantees, as primary obligor and not merelyas surety, jointly and severally with each other Subsidiary Guarantor, to eachHolder of the Securities and to the Trustee the full and punctual payment whendue, whether at maturity, by acceleration, by redemption or otherwise, of theprincipal of, premium, if any, and interest on the Securities and all otheramounts payable under the Indenture (all the foregoing being hereinafter collectivelycalled the “Obligations”).  TheSubsidiary Guarantor further agrees (to the extent permitted by law) that theObligations may be extended or renewed, in whole or in part, without notice orfurther assent from it, and that it will remain bound under this Article IInotwithstanding any extensions or renewal of any Obligation.

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TheSubsidiary Guarantor waives presentation to, demand of payment from and protestto the Company of any of the Obligations and also waives notice of protest fornonpayment.  The Subsidiary Guarantorwaives notice of any default under the Securities or the Obligations.  The obligations of the Subsidiary Guarantorhereunder shall not be affected by (a) the failure of any Holder to assert anyclaim or demand or to enforce any right or remedy against the Company or anyother person under the Indenture, the Securities or any other agreement orotherwise; (b) any extension or renewal of any thereof; (c) any rescission,waiver, amendment or modification of any of the terms or provisions of theIndenture, the Securities or any other agreement; (d) the release of anysecurity held by any Holder or the Trustee for the Obligations or any of them;(e) the failure of any Holder to exercise any right or remedy against any otherSubsidiary Guarantor; or (f) any change in the ownership of the Company.

TheSubsidiary Guarantor further agrees that its Subsidiary Guarantee constitutes aguarantee of payment when due (and not a guarantee of collection) and waivesany right to require that any resort be had by any Holder to any security heldfor payment of the Obligations.

Theobligations of the Subsidiary Guarantor hereunder shall not be subject to anyreduction, limitation, impairment or termination for any reason (other thanpayment of the Obligations in full), including any claim or waiver, release,surrender, alteration or compromise, and shall not be subject to any defense ofsetoff, counterclaim, recoupment or termination whatsoever or by reason of theinvalidity, illegality or unenforceability of the Obligations orotherwise.  Without limiting thegenerality of the foregoing, the obligations of the Subsidiary Guarantor hereinshall not be discharged or impaired or otherwise affected by the failure of anyHolder to assert any claim or demand or to enforce any remedy under theIndenture, the Securities or any other agreement, by any waiver or modificationof any thereof, by any default, failure or delay, willful or otherwise, in theperformance of the Obligations, or by any other act or thing or omission ordelay to do any other act or thing which may or might in any manner or to anyextent vary the risk of the Subsidiary Guarantor or would otherwise operate asa discharge of the Subsidiary Guarantor as a matter of law or equity.

TheSubsidiary Guarantor further agrees that its Subsidiary Guarantee shallcontinue to be effective or be reinstated, as the case may be, if at any timepayment, or any part thereof, of principal of or interest on any of theObligations is rescinded or must otherwise be restored by any Holder upon thebankruptcy or reorganization of the Company or otherwise.

Infurtherance of the foregoing and not in limitation of any other right which anyHolder has at law or in equity against the Subsidiary Guarantor by virtuehereof, upon the failure of the Company to pay any of the Obligations when andas the same shall become due, whether at maturity, by acceleration, byredemption or otherwise, the Subsidiary Guarantor hereby promises to and will,upon receipt of written demand by the Trustee, forthwith pay, or cause to bepaid, in cash, to the Holders an amount equal to the sum of (i) the unpaidamount of such Obligations then due and owing and (ii) accrued and unpaidinterest on such Obligations then due and owing (but only to the extent notprohibited by law).

TheSubsidiary Guarantor further agrees that, as between the Subsidiary Guarantor,on the one hand, and the Holders, on the other hand, (x) the maturity of theObligations guaranteed hereby may be accelerated as provided in the Indenturefor the purposes of its Subsidiary Guarantee, notwithstanding any stay,injunction or other prohibition preventing such acceleration in respect of theObligations guaranteed hereby and (y) in the event of any such declaration ofacceleration of such Obligations, such Obligations (whether or not due andpayable) shall forthwith become due and payable by the Subsidiary Guarantor forthe purposes of its Subsidiary Guarantee.

TheSubsidiary Guarantor also agrees to pay any and all reasonable costs andexpenses (including reasonable attorneys’ fees) incurred by the Trustee or theHolders in enforcing any rights under this Section.

SECTION2.2  Limitation on Liability;Termination, Release and Discharge. The obligations of the Subsidiary Guarantor hereunder will be limited tothe maximum amount as will, after giving effect to all other contingent andfixed liabilities of the Subsidiary Guarantor (including, without limitation,any guarantees under the Senior Credit Agreement) and after giving effect to anycollections from or payments made by or on behalf of any other SubsidiaryGuarantor in respect of the obligations of such other Subsidiary Guarantorunder its Subsidiary Guarantee or pursuant to its contribution obligationsunder the Indenture or as set forth below, result in the

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obligations of theSubsidiary Guarantor under its Subsidiary Guarantee not constituting afraudulent transfer under federal or state law.

TheSubsidiary Guarantor may consolidate with or merge into or sell its assets tothe Company or another Subsidiary Guarantor without limitation.  The Subsidiary Guarantor may consolidate withor merge into or sell all or substantially all its assets to a corporation,partnership or trust other than the Company or another Subsidiary Guarantor (whetheror not affiliated with the Subsidiary Guarantor).  Upon the sale or disposition of theSubsidiary Guarantor (by merger, consolidation, the sale of all orsubstantially all of its assets) to a Person (whether or not an Affiliate ofthe Subsidiary Guarantor) which is not a Subsidiary of the Company, which saleor disposition is otherwise in compliance with the Indenture (including Section3.7), the Subsidiary Guarantor shall be deemed released from all itsobligations under the Indenture and its Subsidiary Guarantee and thisSubsidiary Guarantee shall terminate; *provided, however,*that any such termination shall occur only to the extent that all obligationsof the Subsidiary Guarantor under all of its guarantees of, and under all ofits pledges of assets or other security interests which secure, any otherIndebtedness of the Company shall also terminate upon such release, sale ortransfer.

SECTION2.3  Right of Contribution.  The Subsidiary Guarantor hereby agrees thatto the extent that any Subsidiary Guarantor shall have paid more than itsproportionate share of any payment made on the obligations under the SubsidiaryGuarantees, such Subsidiary Guarantor shall be entitled to seek and receivecontribution from and against the Company or any other Subsidiary Guarantor whohas not paid its proportionate share of such payment.  Each Subsidiary Guarantor’s right ofcontribution shall be subject to the terms and conditions of Section 3.5of the Indenture.  The provisions of thisSection 2.3 shall in no respect limit the obligations and liabilities ofthe Subsidiary Guarantor to the Trustee and the Holders and the SubsidiaryGuarantor shall remain liable to the Trustee and the Holders for the fullamount guaranteed by the Subsidiary Guarantor hereunder.

SECTION2.4  No Subrogation.  Notwithstanding any payment or payments madeby the Subsidiary Guarantor hereunder, the Subsidiary Guarantor shall not beentitled to be subrogated to any of the rights of the Trustee or any Holderagainst the Company or any other Subsidiary Guarantor or any collateralsecurity or guarantee or right of offset held by the Trustee or any Holder forthe payment of the Obligations, nor shall the Subsidiary Guarantor seek or beentitled to seek any contribution or reimbursement from the Company or anyother Subsidiary Guarantor in respect of payments made by the SubsidiaryGuarantor hereunder, until all amounts owing to the Trustee and the Holders bythe Company on account of the Obligations are paid in full.  If any amount shall be paid to the SubsidiaryGuarantor on account of such subrogation rights at any time when all of theObligations shall not have been paid in full, such amount shall be held by theSubsidiary Guarantor, and shall, forthwith upon receipt by the SubsidiaryGuarantor, be turned over to the Trustee in the exact form received by theSubsidiary Guarantor (duly indorsed by the Subsidiary Guarantor to the Trustee,if required), to be applied against the Obligations.

SECTION2.5  Execution and Delivery ofSubsidiary Guarantee.  To furtherevidence the Subsidiary Guarantees set forth in Section 2.1, each SubsidiaryGuarantor hereby agrees that a notation of its Subsidiary Guarantee,substantially in the form of Exhibit D to the Indenture, shall be endorsed oneach Security authenticated and delivered by the Trustee.  The Subsidiary Guarantee of any SubsidiaryGuarantor shall be executed on behalf of such Subsidiary Guarantor by eithermanual or facsimile signature of an Officer of such Subsidiary Guarantor whoshall have been duly authorized to so execute by all requisite corporateaction.  The validity and enforceabilityof any Subsidiary Guarantee shall not be affected by the fact that it is notaffixed to any particular Security.

Eachof the Subsidiary Guarantors hereby agrees that its Subsidiary Guarantee setforth in Section 2.1 shall remain in full force and effect notwithstanding anyfailure to endorse on each Security a notation of such Subsidiary Guarantee.

Ifthe Officer of a Subsidiary Guarantor whose signature is on this SupplementalIndenture or a Subsidiary Guarantee no longer holds that office at the time theTrustee authenticates the Security on which such Subsidiary Guarantee isendorsed or any time thereafter, such Subsidiary Guarantor’s SubsidiaryGuarantee of such Security shall nevertheless be valid.

Thedelivery of any Security by the Trustee, after the authentication thereof underthe Indenture, shall constitute due delivery of any Subsidiary Guarantee setforth in this Supplemental Indenture on behalf of each Subsidiary Guarantor.

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ARTICLE III

Miscellaneous

SECTION3.1  Notices.  All notices and other communicationspertaining to this Guarantee or any Security shall be in writing and shall bedeemed to have been duly given upon the receipt thereof.  Such notices shall be delivered by hand, ormailed, certified or registered mail with postage prepaid (a) if to theSubsidiary Guarantor, at its address set forth below, with a copy to theCompany as provided in the Indenture for notices to the Company, and (b) if tothe Holders or the Trustee, as provided in the Indenture.  The Subsidiary Guarantor by notice to theTrustee may designate additional or different addresses for subsequent noticesto or communications with the Subsidiary Guarantor.

SECTION3.2  Parties.  Nothing expressed or mentioned in thisGuarantee is intended or shall be construed to give any Person, firm orcorporation, other than the Holders and the Trustee and the holders of anySubsidiary Guarantor Senior Indebtedness, any legal or equitable right, remedyor claim under or in respect of this Guarantee or any provisions hereincontained.

SECTION3.3  **GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE AND THESUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWSOF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.**

SECTION3.4  Severability Clause.  In case any provision in this Guarantee shallbe invalid, illegal or unenforceable, the validity, legality and enforceabilityof the remaining provisions shall not in any way be affected or impairedthereby and such provision shall be ineffective only to the extent of suchinvalidity, illegality or unenforceability.

SECTION3.5  Waivers and Remedies.  Neither a failure nor a delay on the part ofthe Holders or the Trustee in exercising any right, power or privilege underthis Guarantee shall operate as a waiver thereof, nor shall a single or partialexercise thereof preclude any other of further exercise of any right, power orprivilege.  The rights, remedies andbenefits of the Holders and the Trustee herein expressly specified arecumulative and not exclusive of any other rights, remedies or benefits whicheither may have under this Guarantee or at law, in equity, by statute orotherwise.

SECTION3.6  Successors and Assigns.  Subject to Section 2.2 hereof, (a)this Guarantee shall be binding upon and inure to the benefit of the SubsidiaryGuarantor, the Trustee, any other parties hereto, the Holders and theirrespective successors and assigns and (b) in the event of any transfer orassignment of rights by any Holder, the rights and privileges conferred uponthat party in this Guarantee and in the Securities shall automatically extendto and be vested in such transferee or assignee, all subject to the terms andconditions of this Guarantee and the Indenture.

SECTION3.7  Modification, etc.  Subject to the provisions of, and except asotherwise provided in, Article IX of the Indenture (including withoutlimitation Sections 9.1 and 9.2 thereof), no modification,amendment or waiver of any provision of this Guarantee, nor the consent to anydeparture by the Subsidiary Guarantor therefrom, shall in any event beeffective unless the same shall be in writing and consented to by the Trustee(with the consent of the Holders of at least a majority of the then outstandingSecurities if required by Section 9.2 of the indenture) and then suchwaiver or consent shall be effective only in the specific instance and for thepurpose for which it was given.  Nonotice to or demand on the Subsidiary Guarantor in any case shall entitle suchSubsidiary Guarantor or any other guarantor to any other or further notice or demandin the same, similar or other circumstances.

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SECTION3.8  Entire Agreement.  This Guarantee is intended by the parties tobe a final expression of their agreement in respect of the subject mattercontained herein and, together with the Indenture, supersedes all prioragreements and understandings between the parties with respect to such subjectmatter.

SECTION3.9  Ratification of Indenture;Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respectsratified and confirmed and all the terms, conditions and provisions thereofshall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for allpurposes, and every holder of Securities heretofore or hereafter authenticatedand delivered shall be bound hereby.  TheTrustee makes no representation or warranty as to the validity or sufficiencyof this Supplemental Indenture. Furthermore, each Subsidiary Guarantor that is a party hereto herebyassumes any and all obligations of a Subsidiary Guarantor set forth in theIndenture, whether or not such obligations are expressly specified in thisSupplemental Indenture.

SECTION3.10  Counterparts.  The parties hereto may sign one or morecopies of this Supplemental Indenture in counterparts, all of which togethershall constitute one and the same agreement.

SECTION3.11  Headings.  The headings of the Articles and the sectionsin this Guarantee are for convenience of reference only and shall not be deemedto alter or affect the meaning or interpretation of any provisions hereof.

SECTION3.12  The Trustee.  The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisGuarantee or for or in respect of the recitals contained herein, all of whichrecitals are made solely by the Company and the Subsidiary Guarantor.

[REMAINDER OF PAGEINTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have causedthis Supplemental Indenture to be duly executed as of the date first abovewritten.

 
|        | BERTUCCI’S CORPORATION                           |
|--------|-------------------------------------------------------|
|   |                                                  |
|   | By:                                                   | /s/ Stephen V. Clark |   |
|   |                                                  | Stephen V. Clark |
|   |                                                  | Chief Executive  Officer |
|   |                                                  |   |
|   |                                                  |   |
|   | VINNY T’S ACQUISITION CORPORATION                |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ Stephen V. Clark |   |
|   |                                                  | Stephen V. Clark |
|   |                                                  | President |
|   |                                                  | Address: 155  Otis Street |
|   |                                                  | Northborough, MA  01532 |
|   |                                                  |   |
|   |                                                  |   |
|   | THE BANK OF NEW YORK TRUST COMPANY, N.A.,  as Trustee |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ Peter M. Murphy |   |
|   |                                                  | Peter M. Murphy |
|   |                                                  | Vice President |

 

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