Exhibit 10.38

AMENDMENT TO  AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS
AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT (this "Amendment") is made and entered into effective June 1, 2002 by and betweenNS ASSOCIATES
I, LTD., a Texas limited partnership ("Developer"),DFW RESTAURANT TRANSFER CORP., a Texas corporation ("Manager") and SCHLOTZSKY'S,
 INC., a Texas corporation ("Guarantor").

W I T N E S S E T H:

WHEREAS,
Developer, Manager and Guarantor have heretofore entered into an Amended and Restated Management Agreement (the "Amended and Restated Management Agreement") dated as of
February 7, 2001, pursuant to which, upon the terms and conditions therein set forth, Manager was engaged to perform all of Developer's duties under that certain Amended and Restated
Schlotzsky's Area Developer Agreement dated August 13, 1996 between Developer and Guarantor, as amended (the "ADA"); and

WHEREAS,
the parties have agreed to modify certain provisions of the Amended and Restated Management Agreement;

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

1.Defined Terms. All capitalized terms used herein and not defined herein or in the Amended and Restated Management
Agreement shall have the meanings assigned to them in that certain Amended and Restated Option Agreement as of February 7, 2001 between Developer, Manager and Guarantor.

2.Revision of Manager's Compensation. Section 3 of the Amended and Restated Management Agreement is hereby amended to
read in its entirety as follows:



3.Continuing Effect. Except as amended hereby, the Amended and Restated Management Agreement is, and shall remain, in full
force and effect according to the terms and conditions set forth therein.

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4.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all
of which, taken together, shall constitute one and the same instrument.

IN
WITNESS WHEREOF the parties have executed this amendment as of the day and year first above written.

| |  | MANAGER:                                                                                
| |  | ----------------------------------------------------------------------------------------
| |  | DFW RESTAURANT TRANSFER CORP.,a Texas corporation                                       
| |  | By:                                                                                     
| |  |                                                                                         
| |  | DEVELOPER:                                                                              
| |  | NS ASSOCIATES I, LTD.,a Texas limited partnership                                       
| |  | By:    NS Associates, Inc.,
          a Texas corporation,
          its General Partner
| |  | By:                                                                                     
| |  |                                                                                         
| |  | GUARANTOR:                                                                              
| |  | SCHLOTZSKY'S, INC.,a Texas corporation                                                  
| |  | By:                                                                                     
| |  |                                                                                         

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