Exhibit 10.32

FIRST AMENDMENT  TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made and dated as of the 17th day of December, 2002 by and between DIEDRICH COFFEE, INC., a
Delaware corporation (the "Company"), and BANK OF THE WEST (the "Lender").

RECITALS

A.    Pursuant
to that certain Credit Agreement dated as of September 3, 2002 by and between the Company and the Lender (as amended, extended and replaced from time to
time, the "Credit Agreement," and with capitalized terms used herein and not otherwise defined used with the meanings given such terms in the Credit Agreement), the Lender agreed to extend credit to
the Company on the terms and subject to the conditions set forth therein.

B.    The
Company has requested the Lender to amend the Credit Agreement in certain respects and the Lender has agreed to do so on the terms and subject to the conditions set
forth herein.

NOW,
THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

AGREEMENT

1.Applicable LIBOR Interest.    To reflect the agreement of the parties hereto to modify the applicable interest
rate with respect to Loans bearing interest based on the LIBOR Rate, Paragraph 7(a)(2) of the Credit Agreement is hereby amended to read in its entirety as follows:



2.Minimum EBITDA.    To reflect the agreement of the parties hereto to modify the minimum EBITDA financial
covenant, Paragraph 13(m) of the Credit Agreement is hereby amended in to read in its entirety as follows:



3.Effective Date. This Amendment shall be effective as of the date first written above upon the date that the Administrative
Agent shall have received:



4.Reaffirmation of the Loan Documents.    The Company and each of the Guarantors, by executing this Amendment as
provided below, hereby affirms and agrees that: (a) the execution and delivery by it of and the performance of its obligations under this Amendment shall not in any way amend, impair,
invalidate or otherwise affect any of its obligations under the Loan Documents to which

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it is party except to the extent expressly amended hereby, (b) the term "Obligations" as used in the Loan Documents include, without limitation, the Obligations of the Company under the Credit
Agreement as amended by this Amendment, and (c) except as expressly amended hereby, the Loan Documents remain in full force and effect as written.

5.Representations and Warranties.    The Company and each of the Guarantors by executing this Amendment as
provided below, hereby represents and warrants to the Lenders that:



6.No Other Amendment.    Except as expressly amended hereby, the Credit Agreement and other Loan Documents shall
remain in full force and effect as written.

7.Counterparts.    This Amendment may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

[Signatures
Page Following]

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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

| |  | DIEDRICH COFFEE, INC.,
a Delaware corporation
| |  | ---------------------------------------------
| |  | By:                                          
| |  | By:                                          
| |  | BANK OF THE WEST                             
| |  | By:                                          



|ACKNOWLEDGED AND AGREED TO:                           | 
|----------------------------------------------------- | 
|COFFEE PEOPLE WORLDWIDE, INC.,
a Delaware corporation | 
|By:                                                   | 
|By:                                                   | 

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|COFFEE PEOPLE, INC.,
an Oregon corporation       | 
|------------------------------------------------ | 
|By:                                              | 
|By:                                              | 
|GLORIA JEAN'S, INC.,
a Delaware corporation      | 
|By:                                              | 
|By:                                              | 
|EDGLO ENTERPRISES, INC.,
an Illinois corporation | 
|By:                                              | 
|By:                                              | 

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|GLORIA JEAN'S GOURMET COFFEES CORP.,
an Illinois corporation             | 
|------------------------------------------------------------------------ | 
|By:                                                                      | 
|By:                                                                      | 
|GLORIA JEAN'S GOURMET COFFEES FRANCHISING CORP.,
an Illinois corporation | 
|By:                                                                      | 
|By:                                                                      | 

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