Exhibit
      10.32


    


    FOURTH
      AMENDMENT TO CREDIT AGREEMENT

     

    This
      Fourth Amendment (this “Fourth
      Amendment”
is
      made
      as of October 2, 2006 by and between KFLG WATERTOWN, INC., a Massachusetts
      corporation, with an address at 255 Washington Street, Suite 290, Newton, MA
      02458 (the “Borrower”),
      and
      TD BANKNORTH, N.A., a national banking association with an office at 370 Main
      Street, Worcester, Massachusetts 01608 (the “Lender”).

    


    RECITALS

    


    A. The
      Lender and the Borrower are parties to that certain Credit Agreement, dated
      as
      of May 27, 2005, as amended by that certain First Amendment to Credit Agreement,
      dated as of December 31, 2005, as further amended by that certain Second
      Amendment to Credit Agreement dated as of May 31, 2006, and as further amended
      by that certain Third Amendment to Credit Agreement dated as of July 31, 2006
      (as the same is and may hereafter be amended from time to time, the
“Credit
      Agreement”)
      Capitalized terms used herein without definition have the meanings assigned
      to
      them in the Credit Agreement.

     

    B. The
      Borrower has requested that the Lender make certain modifications to the terms
      and conditions of the Credit Agreement as described herein.

     

    C. Subject
      to certain terms and conditions, the Lender is willing to agree to the same,
      as
      hereinafter set forth.

     

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

    


    I. AMENDMENTS
      TO CREDIT AGREEMENT.

     

    A. Section
      5.9 of the Credit Agreement entitled “Additional
      Collateral; Subsidiaries; New Units”
is
      hereby further amended by deleting subsection (d) in its entirety and by
      substituting the following therefor:

    


    “(d)
      Insure that all Units opened after the date hereof are owned by the Borrower;
      provided, however, that: (i) KnowFat of Downtown Crossing, Inc. may own the
      Unit
      located at 530 Washington Street, Boston, Massachusetts (the “Downtown
      Crossing Restaurant”);
      and
      (ii) KnowFat of Landmark Center, Inc. may own the Unit located at Landmark
      Center, 2001 Brookline Avenue, Boston, Massachusetts (the “Landmark
      Center Restaurant”).
      Except for the Downtown Crossing Restaurant and the Landmark Center Restaurant,
      any interest in any restaurant or Unit now or hereafter acquired by the
      Guarantor shall be an asset owned directly by the Borrower.” 

    


    B. Section
      6.2 of the Credit Agreement entitled “Indebtedness”
is
      hereby amended by substituting a semi-colon for the period at the end of
      subsection (h) thereof, and adding the following new subsections (i), (j) and
      (k) immediately following subsection (f) thereof as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “(i)
      Indebtedness and obligations of KnowFat of Downtown Crossing, Inc.
      (“KnowFat
      Downtown”)
      to Fit
      Food, LLC, a Massachusetts limited liability company (“Fit
      Food”)
      pursuant to that certain Asset Purchase Agreement between Fit Food and KnowFat
      Downtown dated as of the date hereof; 

     

    (j)
      Indebtedness and obligations of KnowFat Downtown to Sovereign Bank under the
      Sovereign Bank Documents (as defined below) in an amount not to exceed the
      current principal amount outstanding under the Sovereign Bank Documents, plus
      interest due thereon and costs and expenses related thereto. For purposes
      hereof, “Sovereign Bank Documents” means: (a) that certain U.S. Small Business
      Administration Note from Fit Food payable to Sovereign Bank dated April 26,
      2005
      in the original principal amount of $400,000; (b) that certain Business Loan
      Agreement between Fit Food and Sovereign Bank dated April 26, 2005; and (c)
      the
      Commercial Security Agreement between Fit Food and Sovereign Bank dated April
      26, 2005 and the other collateral documents related thereto;

     

    (k)
      Indebtedness and obligations of the Guarantor to Fit Food pursuant to that
      certain Guaranty of the Guarantor in favor of Fit Food dated as of the date
      hereof.” 

     

    C. Section
      6.3 of the Credit Agreement entitled “Liens”
is
      hereby amended by substituting a semi-colon for the period at the end of
      subsection (h) thereof; adding the word “and” immediately after said semi-colon;
      and adding the following new subsections (i) and (j) immediately following
      subsection (h) thereof as follows:

     

    “(i)
      Liens granted by KnowFat Downtown in favor of Fit Food pursuant to a certain
      Security Agreement from KnowFat Downtown in favor of Fit Food dated as of the
      date hereof securing the Indebtedness and obligations described in Section
      6.2(g) hereof; 

     

    (j)
      Liens
      granted pursuant to the Sovereign Bank Documents (as defined in Section 6.2(i)
      hereof) on the assets of KnowFat Downtown in favor of Sovereign Bank securing
      the Indebtedness and obligations described in Section 6.2(i)
      hereof.

     

    II. OTHER
      AMENDMENTS TO LOAN DOCUMENTS

     

    A. The
      Borrower agrees that it will not permit any amendment to any of the following
      agreements without the prior written consent of the Lender: (a) the Asset
      Purchase Agreement between Fit Food, LLC and KnowFat Downtown Crossing, Inc.
      dated as of the date hereof; (b) the Security Agreement between Fit Food, LLC
      and KnowFat Downtown Crossing, Inc. dated as of the date hereof; (c) the
      Sovereign Bank Documents (as defined in Section 6.2(i) of the Credit Agreement);
      and (d) the Guaranty of the Guarantor in favor of Fit Food, LLC dated as of
      the
      date hereof.”

     

    
      
         

      

      
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    B. Notwithstanding
      any representation, warranty or covenant contained in the Credit Agreement
      or
      any of the other Loan Documents to the contrary, the Lender agrees and
      acknowledges that the priority of the Permitted Liens in favor of Fit Food
      and
      Sovereign Bank shall be governed by a certain lien subordination Agreement
      among
      the Lender, Fit Food and Sovereign Bank dated as of the date
      hereof.

     

    III. NO
      FURTHER AMENDMENTS.

     

    Except
      as
      specifically amended herein, all terms and conditions of the Credit Agreement
      shall remain in fill force and effect as originally constituted and is hereby
      ratified and affirmed in all respects, and the indebtedness of the Borrower
      to
      the Lender evidenced hereby and by the Note is hereby reaffirmed in all
      respects. This Fourth Amendment constitutes an amendment to and modification
      of
      the Credit Agreement On and after the date hereof, each reference in the Credit
      Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
      referring to the Credit Agreement, shall mean and be a reference to the Credit
      Agreement as amended by this Fourth Amendment, and each reference in any Loan
      Document between the Borrower and the Lender or, the Guarantor and the Lender,
      to the credit Agreement, “thereunder”, “thereof’ or words of like import
      referring the Credit Agreement shall mean a reference to the Credit Agreement
      as
      amended by this Fourth Amendment.

    


    IV. REPRESENTATIONS,
      WARRANTIES AND COVENANTS.

     

    The
      Borrower represents, warrants and covenants as follows as of the date
      hereof:

    


    A. Each
      of
      the representations and warranties contained in the Credit Agreement, as amended
      by this Fourth Amendment, and the other Loan Documents are true and correct
      as
      of the date hereof. No material adverse change has occurred in the assets,
      liabilities, financial condition, business or prospects of the Borrower or
      the
      Guarantor from that disclosed in the management-prepared financial statements
      most recently distributed to the Lender. No Default or Event of Default has
      occurred or is continuing.

     

    B. The
      Credit Agreement, as amended by this Fourth Amendment, constitutes the legal,
      valid and binding obligations of the Borrower, enforceable against it in
      accordance with their respective terms, subject to bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting the rights and remedies
      of
      creditors generally or the application of principles of equity, whether in
      any
      action at law or proceeding in equity, and subject to the availability of the
      remedy of specific performance or of any other equitable remedy or relief to
      enforce any right thereunder.

     

    C. The
      execution and delivery of this Fourth Amendment and the other documents, if
      any,
      by the Borrower and the transactions contemplated hereby are within the
      corporate power and authority of the Borrower and have been authorized by all
      necessary corporate proceedings, and do not and will not (i) contravene any
      provision of the charter documents or by-laws of the Borrower or any law, rule
      or regulation applicable to the Borrower; (ii) contravene any provision of,
      or
      constitute an event o f default or event that, but for the requirement that
      time
      elapse or notice be given (or both) would constitute an event of default under,
      any other agreement, instrument, order or undertaking binding on the Borrower;
      or (iii) result in or require the imposition of any encumbrance or lien on
      any
      of the properties, assets or rights of the Borrower (other than pursuant to
      any
      Security Document executed in connection with the Credit
      Agreement).

     

    
      
         

      

      
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    D. The
      Borrower and the Lender acknowledge and agree that but for this Fourth
      Amendment, the Borrower would have been in default under the terms and
      conditions o f the Credit Agreement; and that the terms and conditions set
      forth
      herein and the avoidance of such a default constitute fair and adequate
      consideration mutually exchanged by the Borrower and the Lender in their
      execution and delivery of this Fourth Amendment.

     

    V. CONDITIONS.

     

    A. This
      Fourth Amendment shall become effective on the first date on which the Borrower
      shall have executed and/or delivered to the Lender (or shall have caused to
      be
      executed and delivered to the Lender by the appropriate persons) the
      following:

     

    1. This
      Fourth Amendment;

     

    2. A
      Guarantee and Security Agreement from KnowFat of Downtown Crossing, Inc. in
      favor of the Lender; and

     

    3. Such
      other supporting documents and certificates as the Lender or its counsel may
      reasonably request.

     

    B. All
      legal
      matters incident to the transactions contemplated hereby shall be satisfactory
      to counsel for the Lender.

     

    VI. CONFIRMATION
      OF SECURITY.

     

    The
      Obligations of the Borrower to the Lender, including, without limitation, the
      liabilities and obligations of the Borrower under the Credit Agreement, as
      amended hereby, and the Notes, are secured by, and entitled to all benefits
      of,
      the Security Agreement, the Guarantee and Security Agreement, any Mortgage,
      any
      Leasehold Security Document, and any other collateral granted by the Borrower
      or
      Guarantor to the Lender. The Covered Parties confirm and reaffirm that each
      has
      granted to Lender a security interest in, among other property, its deposit
      accounts and all credits or proceeds thereto and all monies, checks and other
      instruments held or deposited therein.

    


    VII. MISCELLANEOUS

     

    A. The
      Borrower represents, warrants, and agrees that, to its know1edge, the Borrower
      has no claims, defenses, counterclaims or offsets against the Lender in
      connection with the Credit Agreement or the Obligations, and, to the extent
      that
      any claim, defense, counterclaim, or offset may exist, the Borrower thereby
      affirmatively WAIVES AND RELEASES the Lender from the same.

     

    B. This
      Fourth Amendment shall take effect as a sealed instrument under the laws of
      The
      Commonwealth of Massachusetts.

     

    
      
         

      

      
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    C. This
      Fourth Amendment may be executed by the parties hereto in several counterparts
      hereof and by the different parties hereto on separate counterparts hereof,
      all
      of which counterparts shall together constitute one and the same agreement.
      Delivery of an executed counterpart of a signature page to this Fourth Amendment
      by facsimile shall be effective as delivery of a manually executed counterpart
      of this Fourth Amendment.

     

    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Lender and the Borrower have caused this Fourth Amendment
      to be duly executed as a sealed instrument by their duly authorized
      representatives, all as of the day and year first above written.

    


    
      	 	
              KFLG
                WATERTOWN, INC.

            
	 	 
	 	
              By:__________________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              TD
                BANKNORTH, N.A.

            
	 	 
	 	
              By:__________________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    By
      its
      signature below, KnowFat Franchise Company, Inc. hereby agrees and acknowledges
      that it shall not grant any liens or security interests on any of its assets
      in
      favor of Fit Food, LLC (“Fit Food”) to secure any of its obligations to Fit Food
      under its Guaranty in favor of Fit Food dated as of October 2,
      2006.

     

    
      	 	
              KNOWFAT
                FRANCHISE COMPANY, INC.

            
	 	 
	 	
              By:__________________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      [Signature
        Page to Fourth Amendment to Credit Agreement]