**Exhibit10.80**

# *Confidential*

# **1****st AMENDMENT TO DISTRIBUTION AGREEMENT**

This 1st Amendment to Distribution Agreement, dated asof January 24, 2007, is entered into by and between **TCBY SYSTEMS,**LLC, a Delaware limited liability company (“COMPANY”)and **SOUTHWEST TRADERS, INC**., aCalifornia corporation (“DISTRIBUTOR”).

## **RECITALS**

**WHERAS**,the COMPANY and DISTRIBUTOR entered into a Distribution Service Agreement datedApril 12, 2006 (“Agreement”),

**WHEREAS**,DISTRIBUTOR commenced service to the Temecula Territory and the SacramentoTerritory (combined the “Territory”) as of June 5, 2006 (the “Effective Date”),

**WHEREAS**,Sections 1 and 2.02 of the Agreement provide the ability for COMPANY andDISTRIBUTOR to expand their relationship outside of the Territory.

### **AGREEMENT**

**NOW, THEREFORE,**in consideration of the foregoing, the mutual covenantscontained in the Agreement and this 1st Amendment, and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties hereto agree as follows:

(1)                                  COMPANYappoints DISTRIBUTOR as its primary foodservice distributor for the Storesserviced out of DISTRIBUTOR’s distribution center located in Dallas, Texas (the“Dallas Territory” and, when combined with the Temecula and SacramentoTerritories, the “Territory” for all uses of the term in the Agreement) andDISTRIBUTOR hereby accepts such appointment. The Dallas Territory includes the entire state of Texas.  DISTRI BUTOR also agrees to service newStores in the state of Oklahoma if such Stores are within a thirty (30) miledistance from an existing route of DISTRIBUTOR. An initial list of stores in the Dallas Territory is attached as **Schedule 1**. DISTRIBUTOR will commence service in the Dallas Territory on March 26,2007.

(2)                                  Section3.04 of the Agreement is hereby amended to provide that DISTRIBUTOR will pickup the present distributor’s inventory located in Dallas, Texas, in the mannerand on the terms currently outlined in the Agreement.

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(3)                                  Section4.01 of the Agreement is hereby amended to acknowledge that the current Markupfor all Stores in the Temecula and SacramentoTerritories is presently **[CONFIDENTIAL]**(1) per case with a **[CONFIDENTIAL]**(2). The Markup for Stores in the Territory will be increased to **[CONFIDENTIAL]**(3) per case (due to the temporary elimination of the **[CONFIDENTIAL]**(4) per case rebate in the Sacramento and Temecula Territories)and an initial Markup of **[CONFIDENTIAL]**(5) per case will be instituted forthe Dallas Territory, commencing at the start of service to Stores located inthe Dallas Territory (currently expected to be March 26, 2006) and continuingfor a period of exactly three (3) months from the start of such service.  Immediately after this initial three (3)month period, the Markup for the Temecula and Sacramento Territories will bereduced back to **[CONFIDENTIAL]**(6) per case (by re-instituting the **[CONFIDENTIAL]**(7) per case rebate back to the COMPANY or by reducing the SellPrice to the Stores or some combination of the two, at the discretion of theCOMPANY) and will remain at that level until reviewed pursuant to Section 6below. In the event the COMPANY decides to continue to receive all or a portionof the **[CONFIDENTIAL]**(8), such rebate will remain in effectuntil COMPANY notifies DISTRIBUTOR at least twenty (20) days prior to thebeginning of the month that it would like to eliminate the rebate and reducethe Sell Price of the Products accordingly.

Immediately after the initial three (3) month period from the start ofservice in the Dallas Territory, the Markup will remain at **[CONFIDENTIAL]**(9) per case for the Stores in the Dallas Territory for anadditional three (3) month period.  Six(6) months after the start of service in the Dallas Territory the Markup willbe reviewed in accordance with Section 4 below.

Notwithstanding the foregoing, DISTRIBUTOR willimmediately notify COMPANY in the event it has entered into a written contractextension with its current largest customer serviced out of its Dallas, Texasdistribution center and, effective the 1st day of the month immediately following suchextension, it will reduce the Markup in the Dallas Territory 

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(1)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(2)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(3)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(4)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(5)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(6)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(7)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(8)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(9)             Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

 

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to **[CONFIDENTIAL]**(10) per case until the semi-annualreview required in Section (4) below.

Notwithstanding this amendment, the Markup will remain at **[CONFIDENTIAL]**(11) for those Products currently listed in Section 4.01 for allStores located in the Territory.

(4)                                  Six(6) months after the commencement of service to the Stores in the DallasTerritory, COMPANY and DISTRIBUTOR will determine the Markup for the Stores inthe Dallas Territory based on the average delivery size of all Stores in theDallas Territory during this initial service period in accordance with thefollowing schedule and such Markup shall remain in effect for the DallasTerritory until the annual review pursuant to Section 6 below:

| Average Delivery Size for Preceding  6 Months | ** ** | **Markup for Next 6 Months** |
|-----------------------------------------------|------------|------------------------------|
| 50.00-55.99  Cases                            |       | **[CONFIDENTIAL](12)**       |
| 56.00-61.99  Cases                            |       | **[CONFIDENTIAL](13)**       |
| 62.00-67.99  Cases                            |       | **[CONFIDENTIAL](14)**       |
| 68.00-73.99  Cases                            |       | **[CONFIDENTIAL](15)**       |
| 74.00-79.99  Cases                            |       | **[CONFIDENTIAL](16)**       |

 

(5)                                  Section4.03 of the Agreement is hereby amended to provide that the fuel surcharge fordeliveries to Stores located in the Dallas Territory will be based on theMidwest Weekly Retail On-Highway diesel fuel price compiled by the EnergyInformation Administration.  All otherprovisions of this Section 4.03 to implement the fuel surcharge in the DallasTerritory will remain unchanged.

(6)                                  Section4.04 of the Agreement is hereby amended to provide that the annual review ofthe Markup for all Stores in the Territory will first take place twelve (12)months after the commencement of service to all Stores in the Dallas Territorybut will be based on the average delivery size of all Stores in the Territoryin accordance with the following schedule:

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(10)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(11)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(12)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(13)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(14)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(15)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(16)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

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####  

| Average Delivery Size for Preceding 12 Months | ** ** | **Markup for Next 12 Months** |
|-----------------------------------------------|------------|-------------------------------|
| 50.00-55.99  Cases                            |       | **[CONFIDENTIAL](17)**        |
| 56.00-61.99  Cases                            |       | **[CONFIDENTIAL](18)**        |
| 62.00-67.99  Cases                            |       | **[CONFIDENTIAL](19)**        |
| 68.00-73.99  Cases                            |       | **[CONFIDENTIAL](20)**        |
| 74.00-79.99  Cases                            |       | **[CONFIDENTIAL](21)**        |

 

(5)                                  Section4.05(d) is hereby amended to incorporate **Schedules6C and 7C**, which are attached, into the Agreement for the DallasTerritory.

(6)                                  Section4.09(a) is hereby amended to increase the annual support payment to the Companyfrom **[CONFIDENTIAL]**(22).

(7)                                  Section6.01 is hereby amended to extend the Initial Term of the Agreement to a periodexactly three (3) years after the commencement of full service to all Stores tobe serviced in the Dallas Territory.

IN WITNESS WHEREOF, eachof the parties hereto has caused this 1st Amendment to be executed and delivered by itsduly authorized officers on the day and year first written above.
| **TCBY Systems, LLC**          | ** **       |
|--------------------------------|------------------|
| ** **                     | ** **       |
| By:                            | /s/ Michael Ward |   |
|                           |             |
| Name: Michael  Ward            |             |
|                           |             |
| Its: EVP, Chief  Legal Officer |             |
|                                |                  |  |

 

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(17)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(18)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(19)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(20)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(21)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(22)       Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

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| **Southwest Traders, Inc.** |
|-----------------------------|
| ** **                  |
| ** **                  |
| By:                         | /s/ Ken Smith |   |
|                        |
|                        |
| Name: Ken Smith             |
|                        |
|                        |
| Its: President              |

 

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Schedule 1

**[Confidential Treatment has beenrequested for this Schedule.  Theconfidential redactedportions have been filed separately with the SEC]**

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Schedule 6C

[Confidential Treatmenthas been requested for this Schedule. The confidential redactedportions have been filed separately with the SEC]

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Schedule 7C

[ConfidentialTreatment has been requested for this Schedule. The confidential redactedportions have been filed separately with the SEC]

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