**Exhibit 10.58**

** **

**CHANGE IN TERMS AGREEMENT**

 
| **Principal****$2,000,000,00**                                                                                                                                                                                                                 |   | **Loan Date****06-03-2002** |   | **Maturity****06-03-2004** |   | **Loan No****112458756** |   | **Call/Coll****2000** |   | **Account** |   | **Officer****016** |   | **Initials****/s/ JHS** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|----------------------------|--------|--------------------------|--------|-----------------------|--------|-------------|--------|--------------------|--------|-------------------------|
| References in the  shaded area are for Lender’s use only and do not limit the applicability of  this document to any particular loan or item. Any item above containing “***”  has been omitted due to text length limitations. |

 
| **Borrower:** |   | **Fresh Choice, Inc.**          |   | **Lender:** |   | **Mid-Peninsula Bank**        |
|---------------|--------|---------------------------------|--------|-------------|--------|-------------------------------|
|          |   | **485 Cochrane Circle**         |   |        |   | **Palo Alto Office**          |
|          |   | **Morgan Hill, CA  95037** |   |        |   | **420 Cowper Street**         |
|          |   |                            |   |        |   | **Palo Alto, CA  94301** |
|          |   |                            |   |        |   |                          |

 

| **Principal Amount:  $2,000,000.00** |   | **Initial Rate:  5.250%** |   | **Date of Agreement:  June 3, 2002** |
|-------------------------------------------|--------|--------------------------------|--------|-------------------------------------------|

**DESCRIPTIONOF EXISTING INDEBTEDNESS.**  PromissoryNote dated October 5, 2001 in the original principal amount of $2,000,000.00(the “Note”).

**DESCRIPTIONOF COLLATERAL.**  TheCollateral as described in that certain Pledge Agreement dated October 5, 2001.

**DESCRIPTIONOF CHANGE IN TERMS.**  Thematurity date of the Note is hereby extended from October 5, 2002 to June 3,2004.

The Revolving LoanAgreement dated October 5, 2001 is hereby amended as follows:

4.7           Net Worth Ratio.  At all times, maintain a ratio of Debt toTangible Net Worth of not greater than 0.75 to 1.00 during the twelve monthperiod beginning June 3, 2002, and during the twelve month period beginningJune 3, 2003, maintain a ratio of Debt to Tangible Net Worth of not greaterthan 0.90 to 1.00.

4.8           Other Ratio.  Maintain a ratio, as of the end of eachfiscal quarter of Borrower, as measured on a rolling four fiscal quarter basis,of (x) the sum of Borrower’s annual earning before interest, taxes,depreciation and amortization expenses (but excluding any non-cash income) lessdividends and distributions paid to shareholders of Borrower, to (y) the amountof current portion of long-term obligations as reflected on Borrower’s mostrecent balance sheet date plus the amount of the interest expense for thepreceding four fiscal quarters, of 2.5 to 1.00.  Except as provided above, all computations made to determinecompliance with the requirements contained in this paragraph shall be made inaccordance with generally accepted accounting principles, applied on aconsistent basis, and certified by Borrower as being true and correct.

4.9           Capital Expenditures.  Not to make Total Capital Expenditures inexcess of $12,000,000 during the fiscal year ending December 31, 2002 nor inexcess of $12,000,000 during the fiscal year ending December 31, 2003.

4.10         Total Shareholder Equity.  Maintain at all times a Tangible Net Worthin excess of $23,000,000.00 during the twelve month period beginning June 3,2002; and during the twelve month period beginning June 3, 2003 maintain at alltimes a Tangible Net Worth in excess of $24,000,000.00.

All other terms andconditions remain the same.

**CONTINUINGVALIDITY.**  Except asexpressly changed by this Agreement, the terms of the original obligation orobligations, including all agreements evidenced or securing the obligation(s),remain unchanged and in full force and effect. Consent by Lender to this Agreement does not wave Lender’s right tostrict performance of the obligation(s) as changed, nor obligate Lender to makeany future change in terms.  Nothing inthis Agreement will constitute a satisfaction of the obligation(s).  It is the intention of Lender to retain asliable parties all makers and endorsers of the original obligation(s),including accommodation parties, unless a party is expressly released by Lenderin writing.  Any maker or endorser, includingaccommodation makers, will not be released by virtue of this Agreement.  If any person who signed the originalobligation does not sign this Agreement below, then all persons signing belowacknowledge that this Agreement is given conditionally, based on therepresentation to Lender that the non-signing party consents to the changes andprovisions of this Agreement or otherwise will not be released by it.  This waiver applies not only to any initialextension, modification or release, but also to all such subsequent actions.

**REVOLVING LOAN AGREEMENT.**  In addition to the terms and conditionscontained in the Note and this Change in Terms Agreement, it is to be furthersubject to the terms and conditions contained in that certain Revolving LoanAgreement (“Agreement”) dated October 5, 2001, executed by Borrower in favor ofLender.

 

**PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THEPROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATEPROVISIONS.  BORROWER AGREES TO THE TERMSOF THE AGREEMENT.**

 

**BORROWER:**

 

 

 

**FRESH CHOICE, INC.**

 

 
| **By:** | **/s/  David E. Pertl**                        |
|---------|-----------------------------------------------------|
|    |                                                |
|    | **David E. Pertl, Sr. Vice President & C.F.O.** |

 

 

 

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