Exhibit
10.80


Confidential


1st AMENDMENT TO DISTRIBUTION AGREEMENT


This 1st Amendment to Distribution Agreement, dated as
of January 24, 2007, is entered into by and between TCBY SYSTEMS, LLC, a Delaware limited liability company (“COMPANY”)
and SOUTHWEST TRADERS, INC., a
California corporation (“DISTRIBUTOR”).


RECITALS


WHERAS,
the COMPANY and DISTRIBUTOR entered into a Distribution Service Agreement dated
April 12, 2006 (“Agreement”),


WHEREAS,
DISTRIBUTOR commenced service to the Temecula Territory and the Sacramento
Territory (combined the “Territory”) as of June 5, 2006 (the “Effective Date”),


WHEREAS,
Sections 1 and 2.02 of the Agreement provide the ability for COMPANY and
DISTRIBUTOR to expand their relationship outside of the Territory.


AGREEMENT


NOW, THEREFORE,
in consideration of the foregoing, the mutual covenants
contained in the Agreement and this 1st Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


(1)                                  COMPANY
appoints DISTRIBUTOR as its primary foodservice distributor for the Stores
serviced out of DISTRIBUTOR’s distribution center located in Dallas, Texas (the
“Dallas Territory” and, when combined with the Temecula and Sacramento
Territories, the “Territory” for all uses of the term in the Agreement) and
DISTRIBUTOR hereby accepts such appointment. 
The Dallas Territory includes the entire state of Texas.  DISTRI BUTOR also agrees to service new
Stores in the state of Oklahoma if such Stores are within a thirty (30) mile
distance from an existing route of DISTRIBUTOR. 
An initial list of stores in the Dallas Territory is attached as Schedule 1. 
DISTRIBUTOR will commence service in the Dallas Territory on March 26,
2007.


(2)                                  Section
3.04 of the Agreement is hereby amended to provide that DISTRIBUTOR will pick
up the present distributor’s inventory located in Dallas, Texas, in the manner
and on the terms currently outlined in the Agreement.



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(3)                                  Section
4.01 of the Agreement is hereby amended to acknowledge that the current Markup
for all Stores in the Temecula and SacramentoTerritories is presently [CONFIDENTIAL](1) per case with a [CONFIDENTIAL](2). 
The Markup for Stores in the Territory will be increased to [CONFIDENTIAL](3) per case (due to the temporary elimination of the [CONFIDENTIAL](4) per case rebate in the Sacramento and Temecula Territories)
and an initial Markup of [CONFIDENTIAL](5) per case will be instituted for
the Dallas Territory, commencing at the start of service to Stores located in
the Dallas Territory (currently expected to be March 26, 2006) and continuing
for a period of exactly three (3) months from the start of such service.  Immediately after this initial three (3)
month period, the Markup for the Temecula and Sacramento Territories will be
reduced back to [CONFIDENTIAL](6) per case (by re-instituting the [CONFIDENTIAL](7) per case rebate back to the COMPANY or by reducing the Sell
Price to the Stores or some combination of the two, at the discretion of the
COMPANY) and will remain at that level until reviewed pursuant to Section 6
below. In the event the COMPANY decides to continue to receive all or a portion
of the [CONFIDENTIAL](8), such rebate will remain in effect
until COMPANY notifies DISTRIBUTOR at least twenty (20) days prior to the
beginning of the month that it would like to eliminate the rebate and reduce
the Sell Price of the Products accordingly.


Immediately after the initial three (3) month period from the start of
service in the Dallas Territory, the Markup will remain at [CONFIDENTIAL](9) per case for the Stores in the Dallas Territory for an
additional three (3) month period.  Six
(6) months after the start of service in the Dallas Territory the Markup will
be reviewed in accordance with Section 4 below.


Notwithstanding the foregoing, DISTRIBUTOR will
immediately notify COMPANY in the event it has entered into a written contract
extension with its current largest customer serviced out of its Dallas, Texas
distribution center and, effective the 1st day of the month immediately following such
extension, it will reduce the Markup in the Dallas Territory 






(1)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(2)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(3)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(4)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(5)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(6)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(7)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(8)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(9)             Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


 



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to [CONFIDENTIAL](10) per case until the semi-annual
review required in Section (4) below.


Notwithstanding this amendment, the Markup will remain at [CONFIDENTIAL](11) for those Products currently listed in Section 4.01 for all
Stores located in the Territory.


(4)                                  Six
(6) months after the commencement of service to the Stores in the Dallas
Territory, COMPANY and DISTRIBUTOR will determine the Markup for the Stores in
the Dallas Territory based on the average delivery size of all Stores in the
Dallas Territory during this initial service period in accordance with the
following schedule and such Markup shall remain in effect for the Dallas
Territory until the annual review pursuant to Section 6 below:




	
  Average Delivery Size for Preceding
  6 Months

  	
   

  	
  Markup for Next 6 Months

  
	
  50.00-55.99
  Cases

  	
   

  	
  [CONFIDENTIAL](12)

  
	
  56.00-61.99
  Cases

  	
   

  	
  [CONFIDENTIAL](13)

  
	
  62.00-67.99
  Cases

  	
   

  	
  [CONFIDENTIAL](14)

  
	
  68.00-73.99
  Cases

  	
   

  	
  [CONFIDENTIAL](15)

  
	
  74.00-79.99
  Cases

  	
   

  	
  [CONFIDENTIAL](16)

  






 


(5)                                  Section
4.03 of the Agreement is hereby amended to provide that the fuel surcharge for
deliveries to Stores located in the Dallas Territory will be based on the
Midwest Weekly Retail On-Highway diesel fuel price compiled by the Energy
Information Administration.  All other
provisions of this Section 4.03 to implement the fuel surcharge in the Dallas
Territory will remain unchanged.


(6)                                  Section
4.04 of the Agreement is hereby amended to provide that the annual review of
the Markup for all Stores in the Territory will first take place twelve (12)
months after the commencement of service to all Stores in the Dallas Territory
but will be based on the average delivery size of all Stores in the Territory
in accordance with the following schedule:






(10)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(11)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(12)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(13)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(14)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(15)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(16)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.



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  Average Delivery Size for Preceding 12 Months

  	
   

  	
  Markup for Next 12 Months

  
	
  50.00-55.99
  Cases

  	
   

  	
  [CONFIDENTIAL](17)

  
	
  56.00-61.99
  Cases

  	
   

  	
  [CONFIDENTIAL](18)

  
	
  62.00-67.99
  Cases

  	
   

  	
  [CONFIDENTIAL](19)

  
	
  68.00-73.99
  Cases

  	
   

  	
  [CONFIDENTIAL](20)

  
	
  74.00-79.99
  Cases

  	
   

  	
  [CONFIDENTIAL](21)

  






 


(5)                                  Section
4.05(d) is hereby amended to incorporate Schedules
6C and 7C, which are attached, into the Agreement for the Dallas
Territory.


(6)                                  Section
4.09(a) is hereby amended to increase the annual support payment to the Company
from [CONFIDENTIAL](22).


(7)                                  Section
6.01 is hereby amended to extend the Initial Term of the Agreement to a period
exactly three (3) years after the commencement of full service to all Stores to
be serviced in the Dallas Territory.


IN WITNESS WHEREOF, each
of the parties hereto has caused this 1st Amendment to be executed and delivered by its
duly authorized officers on the day and year first written above.


	
  TCBY Systems, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael Ward

  	
   

  
	
   

  	
   

  
	
  Name: Michael
  Ward

  	
   

  
	
   

  	
   

  
	
  Its: EVP, Chief
  Legal Officer

  	
   

  
			



 






(17)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(18)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(19)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(20)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(21)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.


(22)       Confidential
treatment has been requested for the redacted portion.  The confidential, redacted portions have been
filed separately with the SEC.



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  Southwest Traders, Inc.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ken Smith

  	
   

  
	
   

  
	
   

  
	
  Name: Ken Smith

  
	
   

  
	
   

  
	
  Its: President

  



 



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Schedule 1


[Confidential Treatment has been
requested for this Schedule.  The
confidential redacted

portions have been filed separately with the SEC]



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Schedule 6C


[Confidential Treatment
has been requested for this Schedule. 
The confidential redacted

portions have been filed separately with the SEC]



 7
 








Schedule 7C


[Confidential
Treatment has been requested for this Schedule. 
The confidential redacted

portions have been filed separately with the SEC]



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