Exhibit
10.67

December 11, 2003

Fresh Choice, Inc.
2901 Tasman Drive
Suite 109
Santa Clara, CA  95054

Gentlemen:

The
undersigned is the record and beneficial owner of 1,187,906 shares of the
Series B Non-Voting Participating Convertible Preferred Stock (the Series B
Preferred) of Fresh Choice, Inc. (the Corporation).  As the owner of Series B Preferred, the
undersigned has the right, but not the obligation, under Section 5 of the
Certificate of Designation creating the Series B Preferred (the Series B
Certificate), to convert any or all of its shares the Series B Preferred into
either (1) shares of Series A Voting Participating Convertible Preferred Stock
of the Corporation (the Series A Preferred) or (2) Common Stock of the
Corporation (the Common Stock), or a combination of Series A Preferred and
Common Stock, all in accordance with Section 5 of the Series B Certificate.

Under
the terms of the Certificate of Designation creating the Series A Preferred
(the Series A Certificate), the holders of the Series A Preferred have the
right, but not the obligation, voting as a separate class, to elect a majority
of the Board of Directors in accordance with the terms of Section 6 of the
Series A Certificate for such period as is specified in the Series A
Certificate.

Pursuant
to the terms of this letter agreement, the undersigned hereby agrees, effective
as of the date hereof, that the undersigned shall not, notwithstanding the
provisions of the Series B certificate, convert any of its shares of Series B
Preferred into Series A Preferred.  The
foregoing agreement shall be effective until the date on which the undersigned
elects to sell, transfer, convey or otherwise dispose of all of its shares of
Series B Preferred, or to convert all of its shares of Series B Preferred into
Common Stock in accordance with Section 5 of the Series B Certificate, at which
time this agreement shall be null and void and of no further force and
effect.  Under no circumstances shall
this agreement be binding upon, or assignable to, any other person or entity.

---

---

December 11, 2003
Page 2

In
witness of this agreement, the undersigned has caused this letter agreement to
be executed on its behalf by the undersigned duly authorized officer of its
general partner.

| | Very truly yours,                                                                    
| | -------------------------------------------------------------------------------------
| |                                                                                      
| | CRESCENT REAL ESTATE EQUITIES
  LIMITED PARTNERSHIP, a Delaware
  limited partnership
| |                                                                                      
| | BY:                                                                                  
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      
| |                                                                                      

---

---