**Exhibit10.51**

**PLEDGEAGREEMENT**

ThisPledge Agreement (this **"Agreement"**) is made and enteredinto as of October 5, 2001 by and between **FRESH CHOICE, INC.,**a Delaware corporation(**"Borrower"**)and **MID-PENINSULABANK,** a California banking corporation, (“**Bank”)**.

**RECITALS**

A.            Concurrently herewith, Bank ismaking a revolving line of credit loan to Borrower in the principal amount ofTwo Million and No/100 Dollars ($2,000,000.00) (the **"Loan"**).  The Loan is evidenced by a promissory note(the **"Note"**)and certain other terms and conditions pertaining to the Loan are set forth ina revolving loan agreement of even date herewith (“Loan Agreement”).

B.            On March 15, 2001, at Borrower’srequest, Bank issued a letter of credit in the amount of $650,000.00 in favorof United States Fire Insurance Company (**“$650,000.00 Letter of Credit”**).  Bank has agreed to consider issuingadditional letters of credit upon Borrower’s request on terms and conditionssatisfactory to Bank during the term of the Loan (the $650,000.00 Letter of Creditand such other letters of credit are hereinafter referred to as the **“Letters ofCredit”**). In addition, from time to time during the term of theLoan, Bank may, on terms and conditions satisfactory to Bank, make certainother advances of credit to, or for the benefit of, Borrower (“**CreditAdvances**”).

B.            As a condition to Bank’s agreementto make the Loan to Borrower, to issue Letters of Credit and or make CreditAdvances, Borrower has agreed to grant to Bank a security interest in all ofits equipment and other assets.

C.            This Agreement confirms and setsforth certain terms and conditions of such pledge.

**NOW, THEREFORE,** in consideration of the mutual covenantscontained herein and other good and valuable consideration, the parties agreeas follows:

1.             Defined Terms.

(a)           Capitalized terms in this Agreementshall have the meanings ascribed to them in the Loan Agreement unless acontrary intention clearly appears.

(b)           As used in this Agreement, thefollowing terms shall have the following meanings:

(i)            **"Collateral"** shall mean allaccounts, goods, fixtures, contract rights, general intangibles, inventory,equipment, documents, instruments, chattel paper, fixtures, investmentproperty, money and deposit accounts, wherever located, all proceeds thereof(including insurance, general intangibles and accounts proceeds), together withall equipment and personal property used by Borrower in connection with theoperation of its restaurants now existing and hereinafter existing during theterm of the Note  located inCalifornia.  Notwithstanding any otherprovision of any of the Loan Documents, the grant of the security interestprovided for herein shall not extend to, and the term “Collateral” shall notinclude, any property rights or licenses to the extent that the grant of asecurity interest therein, or an assignment thereof, would be contrary toapplicable law or is prohibited by or would constitute a default under anyagreement or document governing such property (but only to the extent that suchprohibition is enforceable under applicable law).

2.             Grant of Security Interest.  As security for Borrower's obligations andagreements hereunder and under the Note and Loan Agreement, Borrower’sobligation to repay amounts drawn against the Letters of Credit and Borrower’sobligation to repay Credit Advances made and outstanding during the term of theNote (collectively, the **"Obligations"**), whether nowexisting or hereafter arising, Borrower hereby grants to Bank a securityinterest in all of the Collateral.

3.             Representationsand Warranties. The representations and warranties made by the Borrowerpursuant to the Loan Agreement are incorporated herein by this reference, andthe following additional representations and warranties shall be deemed made byit hereunder as of the date hereof and as of the date of each Advance under theLoan Agreement:

(a)           The execution and performance of thisAgreement by Borrower has been duly authorized by all necessary corporateaction and this Pledge Agreement is fully binding upon and enforceable againstBorrower except as limited by bankruptcy, insolvency or similar laws.

(b)           Borrower is and will be the owner andholder of the Collateral free and clear of any lien, charge, or encumbrance ofany nature whatsoever (other than Permitted Liens, as defined in the LoanAgreement), and Borrower's assignment of a security interest in the Collateralto the Bank affords and will afford the Bank a first lien security interest inthe Collateral.  Notwithstanding theforegoing, Borrower shall be entitled to grant first priority securityinterests in the Collateral in favor of other lenders or lessors providing“purchase money” or "vendor" financing.

4.             Authority of Bank.  During the term of this Agreement, from andafter the occurrence of an Event of Default hereunder or under the Note or LoanAgreement, and during the continuance thereof Bank shall be entitled to:

(a)           Inspect, assemble and retainpossession and custody of the Collateral and all proceeds thereof and may holdthe same directly or by such agents or nominees as it shall select and to applythe proceeds thereof to the Obligations in such order as Bank shall determine,including, but not limited to, Bank’s reasonable attorney fees and costs.

(b)           In the name, place and stead of theBorrower, to execute assignments or other instruments of conveyance or transferwith respect to all or any of the Collateral; to sue for, collect, receive andgive acquittance for all moneys due or to become due in connection with theCollateral and otherwise to file any claims, take any action or institute,defend, settle or adjust any actions, suits or proceedings with respect to theCollateral; and to execute any and all such other documents and instruments,and do any and all such acts and things as the Bank may deem necessary ordesirable to protect, collect, realize upon and preserve the Collateral, toenforce the Bank's rights with respect to the Collateral and to accomplish thepurposes of this Agreement; provided, however, that the parties heretoacknowledge and agree that beyond the exercise of reasonable care to assure thesafe custody of the Collateral that may be held by the Bank hereunder and theaccounting for moneys actually received by the Bank with respect thereto, theBank shall not have any duty or liability to exercise or preserve any rights,privileges or powers pertaining to the Collateral.

5.             Default by Borrower.  In the event of any default by Borrower inthe performance of all or any of the Obligations, including but not limited to,an Event of Default under the Loan Agreement, and after the expiration of anyapplicable cure periods and unless and until such default or Event of Defaulthas been waived, (“**Event of Default**”) Bank shall be entitledto:

(a)           Exercise any and all rights of asecured party under the California Uniform Commercial Code, including but notlimited to the right to immediately sell or otherwise dispose of the Collateralin a commercially reasonable manner. Sale of the Collateral may be made by such reasonable means as the Bank inits sole discretion may choose and upon consummation of such sale Bank shall beentitled to transfer the Collateral to the purchaser, free and clear of anyclaim or interest of Borrower whatsoever; provided that Bank shall act in acommercially reasonable manner. Notwithstanding the foregoing, or any other provision of the LoanDocuments, Bank shall not exercise dominion or control over, or deliver to anydepository bank or securities intermediary any notice of exercise of controlover, Borrower’s deposit or investment accounts unless an Event of Defaultexists;

(b)           After prior written notice toBorrower, to vote and to give consents, ratifications and waivers with respectto the Collateral and to exercise all rights, privileges or options pertainingto the Collateral, as if the Bank were the absolute owner thereof; providedthat the Bank shall have no duty to exercise any of the foregoing rightsafforded to it or ascertaining the existence of such rights and shall not beresponsible to the Borrower or any other Person for any failure to do so ordelay in doing so.  As used herein, **"Person"**means any individual, corporation, partnership, association, trust, or otherentity, and any trustee, or governmental agency or authority; and

(c)           (i) To the extent that any ofthe Obligations may be contingent, unmatured or unliquidated at such time asthere may exist an Event of Default (A) to retain any and all Collateraland the proceeds thereof, including any such funds that are the proceeds of anysale, collection, disposition or other realization upon the Collateral (or anyportion thereof), until such time as the Bank may elect to apply such funds tothe Obligations, and the Borrower agrees that such retention of such funds bythe Bank shall not be deemed strict foreclosure with respect thereto;(B) in any manner elected by the Bank, to estimate the liquidated amountof any such contingent, unmatured or unliquidated claims and apply the proceedsof the Collateral against such amount; or (C) otherwise to proceed in anymanner permitted by applicable law; and (ii) subject to clause (i),to apply the cash funds, including proceeds actually received from the sale orother disposition or collection of Collateral, and any other amounts receivedin respect of the Collateral the application of which is not otherwise providedfor herein, in the following manner, except as otherwise required by law:  (A) first, to the portion of theObligations attributable to the expenses of sale costs of any action and anyother sums for which the Borrower is obligated to pay or reimburse the Bank(including the reasonable fees and costs of internal and external legalcounsel); and (B) second, to all other Obligations in any order andproportions as the Bank, in its sole discretion, may choose.  Any surplus thereof which exists afterpayment and performance in full of the Obligations shall be promptly paid overto the Borrower or otherwise disposed of in accordance with the CaliforniaUniform Commercial Code or other applicable law.

6.             Certain Waivers.  The Borrower waives, to the fullest extentpermitted by law, (a) any right of redemption with respect to theCollateral, whether before or after sale hereunder (if any), and all rights, ifany, of marshaling of the Collateral; (b) any right to require the Bank(i) to proceed against any Person, (ii) to exhaust any othercollateral or security for any of the Obligations, (iii) to pursue anyremedy in the Bank's power, or (iv) to make or give any presentments,demands for performance, notices of nonperformance, protests, notices ofprotest or notices of dishonor in connection with any of the Collateral; and(c) all claims, damages and demands against the Bank arising out of therepossession, retention, sale or application of any Collateral or of theproceeds of any sale or other disposition of the Collateral other than thosearising from the Bank's negligence or willful misconduct.

7.             Financing Statement. TheBorrower shall execute and deliver to the Bank all financing statements,continuation financing statements, termination statements, notices, and allother documents, agreements and instruments (the **"Financing Statements"**)that the Bank may request, in form satisfactory to the Bank, and the Borrowerhereby agrees to, and authorizes the Bank to, take such other steps as shall berequested by the Bank to perfect and continue perfected, maintain the priorityof or provide notice of the pledge of and security of this Agreement.  Without limiting the generality of theforegoing, the Bank shall mark its records to reflect that the Collateral issubject to the security interest of the Bank.

8.             Continuing Collateralization andSecurity Interest.  Until all of theObligations shall have been satisfied in full and this Agreement shall haveterminated, all the cash proceeds actually received from the sale or otherdisposition or collection of any Collateral, and any other amounts of theCollateral the application of which is not otherwise provided for herein, shallcontinue to collateralize the Obligations that have not yet been fullyperformed and satisfied.  The Borrowershall remain liable to the Bank for any deficiency which exists after theapplication of the Collateral and the proceeds of any sale or other dispositionor collection of Collateral.  The Borroweragrees that this Agreement shall create a continuing security interest in andpledge of the Collateral.  The Borrowerwill not create, incur or permit to exist any other liens or encumbrances uponor with respect to the Collateral except Permitted Liens.

9.             Remedies.  Bank's exercise of any of its rights under Section 5of this Agreement shall not be deemed an exclusive remedy of the Bank upon theoccurrence of any Event of Default of Borrower and Bank shall be free to pursuesuch additional remedies at law or in equity as shall render it whole from anysuch Event of Default.

10.           Attorney-in-Fact.  For the purpose of enabling the Bank toexercise its rights under this Agreement, the Borrower hereby irrevocablyappoints Bank its attorney-in-fact with full power and authority to, upon theoccurrence of an Event of Default, (i) sign any Financing Statements thatmust be executed or filed to perfect or continue perfected, maintain thepriority of or provide notice of the pledge of and security interest in theCollateral, (ii) so long as any Event of Default exists, make any depositor withdrawal or order any transfer of funds, (iii) so long as any Eventof Default exists, collect any Collateral, execute any notice, assignment,endorsement or other instrument or documents, and any and all acts and thingsfor and on behalf of the Borrower, which the Bank may deem necessary ordesirable to protect, collect, realize upon and preserve the Collateral, toenforce the Bank's rights with respect to the Collateral and to accomplish thepurposes of this Agreement, and (iv) so long as any Event of Defaultexists, execute such endorsements, assignments and instruments as may benecessary or expedient in effecting transfer of title upon such sale of all orany portion of the Collateral.

11.           Notices.  Any notices required to be provided incarrying out the terms of this Agreement shall be deemed sufficiently deliveredwhen given as provided in the Loan Agreement.

12.           Return of Collateral.  Upon final repayment in full by Borrower ofthe Loan and full performance of the Obligations and Borrower's obligationshereunder, Bank shall promptly return all Collateral in Bank's possession toBorrower and, at Borrower's sole cost and expense, cause the security interestgranted to Bank hereunder to be released and terminated.

13.           Governing Law.  This Agreement shall be construed under thelaw of the State of California.

14.           Attorneys' Fees.  In the event of any dispute, arbitration orlitigation between the parties involving this Agreement or the Loan Agreement,or the subject matter hereof or thereof, the prevailing party shall be entitledto recover from the other party reasonable attorneys' fees and expensesincurred in connection with such litigation, including but not limited to attorneys'fees incurred in any appellate proceeding, proceeding under the bankruptcy codeor receivership and the enforcement of any judgment relating hereto.

15.           Modification of Agreement.** **This Agreement may besupplemented, amended or modified only by the mutual agreement of theparties.  No supplement, amendment ormodification of this Agreement shall be binding unless it is in writing andsigned by both Bank and Borrower.

16.   Insurance.  Borrower share procure and maintain all risks insurance,including without limitation, fire, theft and liability coverage together withsuch other insurance as Bank may reasonably require with respect to theCollateral pursuant to the terms of the Loan Agreement, and shall also obtainappropriate certificates thereto naming Bank as a loss payee.

17.   Landlord Consents.  From and after the date hereof, Borrowershall use its commercially reasonable best efforts to obtain Landlord Consentsin a form approved by

Bank executed by Borrower and the landlords under theleases of the premises described in Exhibit A hereto.

Executed as of October 5, 2001.
| **FRESH  CHOICE, INC.,** a  Delaware corporation  | **MID-PENINSULA  BANK**, a  California banking corporation  |
|--------------------------------------------------------|------------------------------------------------------------------|
|                                                   |                                                             |   |   |   |
|                                                   |                                                             |   |   |   |
| By:                                                    | /S/ David E. Pertl                                               |   | By: | /S/ Jonas H. Stafford |
|                                                   |                                                             |   |   | Jonas H. Stafford, Senior Vice President |
| Its:                                                   | Senior Vice President and CFO                                    |   |   |   |
|                                                        |                                                                  |  |  |  |  |