Exhibit
      10.31


    THIRD
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      Third Amendment (this “Third
      Amendment”
is
      made
      as of July 31, 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, and as further amended by that certain Second
      Amendment to Credit Agreement dated as of May 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 amended by deleting subsection (b) in its entirety and by substituting
      the following therefor:

     

    “(b)
      Not
      form or acquire any direct or indirect Subsidiary, except: (i) the Borrower
      as a
      wholly-owned Subsidiary of the Guarantor; (ii) KnowFat of Downtown Crossing,
      Inc., as a wholly-owned Subsidiary of the Borrower; and (iii) KnowFat of
      Landmark Center, Inc., as a wholly-owned Subsidiary of the
      Borrower.”

     

    B. 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 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 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.” 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C. Section
      6.1(a) of the Credit Agreement entitled “Minimum
      Additional New Equity”
is
      hereby deleted in its entirety and the following is substituted
      therefor:

     

    “(a)
      Minimum
      Additional New Equity
      Fail to
      cause the Guarantor to raise the Additional New Equity by December 31,
      2006.”

     

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

     

    “(g)
      Indebtedness and obligations of KnowFat of Landmark Center, Inc. (“KnowFat
      Landmark”)
      to KF
      Partners Boston Limited Partnership, a Massachusetts limited partnership
      (“LP”)
      and
      Corbett Management Group, LLC, a Massachusetts limited liability company and
      the
      general partner of LP (“GP”)
      pursuant to a certain Asset Purchaser Agreement among LP, GP and KnowFat
      Landmark dated as of September 6, 2006; 

     

    (h)
      Indebtedness and obligations of the Guarantor to LP and GP pursuant to that
      certain Guaranty of the Guarantor in favor of GP and LP dated as of September
      6,
      2006.” 

     

    E. Section
      6.3 of the Credit Agreement entitled “Liens”
is
      hereby amended by deleting the word “and” at the end of subsection (f) thereof,
      substituting a semi-colon for the period at the end of subsection (g) thereof,
      and adding the following new subsection (h) immediately following subsection
      (g)
      thereof as follows:

     

    “
(h)
      Liens granted by KnowFat Landmark in favor of LP and/or GP pursuant to a certain
      Security Agreement from KnowFat Landmark dated as of September 6, 2006 securing
      the Indebtedness and obligations described in Section 6.2(g)
      hereof.”

     

    F. Section
      8.2 of the Credit Agreement entitled “Notices” is hereby amended by deleting the
      notice address for the Borrower in its entirety and by substituting the
      following therefor:

    

      
        	
                “Borrower:

              	
                KFLG
                  Watertown, Inc.

              
	 	
                255
                  Washington Street

              
	 	
                Suite
                  290

              
	 	
                Newton,
                  Massachusetts 02458

              
	 	
                Attention:
                  Eric Spitz

              
	 	
                Telecopy:
                  617-787-6010

              
	 	
                Telephone:
                  617-787-6000”

              


      

    

     

    
      
        
        

      

      
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    II. OTHER
      AMENDMENTS TO LOAN DOCUMENTS

     

    A.
      Section
      5.1 of the Guarantee and Security Agreement between the Lender and the Guarantor
      (the “Guarantee”)
      entitled “Minimum
      Cash Balance”
is
      hereby deleted in its entirety and the phrase “Intentionally Omitted” is
      substituted therefor.

     

    B. Schedule
      A
      to the
      Guarantee is hereby amended to delete the Notice Address for the Guarantor
      in
      its entirety and by substituting the following Notice Address therefor:


     

    KnowFat
      Franchise Company, Inc.   

    255
      Washington Street

    Suite
      290

    Newton,
      Massachusetts 02458

    Attention:
      Eric Spitz

    Telecopy:
      617-787-6010

    Telephone:
      617-787-6000    

     

    C. Schedule
      D
      to the
      Guarantee is hereby amended to reflect that the chief executive office of the
      Guarantor is at: 255 Washington Street, Suite 290, Newton, Massachusetts
      02458.

     

    D. 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 among KF Partners Boston Limited Partnership, Corbett
      Management Group, LLC and KnowFat Landmark Center, Inc. dated as of September
      6,
      2006; (b) the Security Agreement in favor of KF Partners Boston Limited
      Partnership and Corbett Management Group, LLC from KnowFat Landmark Center,
      Inc.
      dated as of September 6, 2006; and (c) the Guaranty of the Guarantor in favor
      of
      KF Partners Boston Limited Partnership and Corbett Management Group, LLC dated
      as of September 6, 2006.”

     

    E. 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 LP and GP
      shall be governed by a certain Lien Subordination Agreement between the Lender
      and LP and GP dated September 6. 2006.

     

    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 Third 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 Third 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
      Third Amendment.

    


    
      
        
        

      

      
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    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 Third 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 Third 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 Third 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).

     

    D. The
      Borrower and the Lender acknowledge and agree that but for this Third 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
      Third Amendment.

     

    V. CONDITIONS.

     

    A. This
      Third 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
      Third Amendment;

     

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

     

    
      
        
        

      

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

     

    C. This
      Third 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 Third Amendment
      by facsimile shall be effective as delivery of a manually executed counterpart
      of this Third Amendment.

    


    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Lender and the Borrower have caused this Third 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 KF Partners Boston Limited Partnership (“LP”) or Corbett Management
      Group, LLC (“GP”) to secure any of its obligations to LP or GP under its
      Guaranty in favor of LP and GP dated as of September 6, 2006.

    


    
      	
              KNOWFAT
                FRANCHISE COMPANY, INC.

            
	 	 
	
              By:

            	 
	Name:
	Title:


    

    

      [Signature
        Page to Third Amendment to Credit Agreement]