Exhibit 10.55

NON QUALIFIED DEFERRED COMPENSATION PLAN  OF  FRESH CHOICE, INC.

This unfunded Non Qualified Deferred Compensation Plan (hereinafter referred to as the "Plan"), effective as of December 1, 2001, is hereby adopted and
established byFRESH CHOICE, INC.(hereinafter referred to as the "Company") and will be maintained by the Company for the purpose of providing
benefits for certain individuals as provided herein.

ARTICLE I
ELIGIBILITY AND PARTICIPATION

Section 1.1  All management or highly compensated employees who reach the level of Senior Directors and Vice Presidents or higher with the
Company, and have been identified within the Company and selected to participate in the Plan by the Board of Directors of the Company, or the President of the Company are eligible to become and remain
Participants in the Plan.

Section 1.2  The
individuals described in Section 1.1 shall be eligible to participate in the Plan and may do so by filing a written election with the Company
in the form attached or other form approved by the Company. In the first year in which a Participant becomes eligible to participate in the Plan, the newly eligible Participant may make an election to
defer compensation for services to be performed subsequent to the election within 14 days after the effective date the person becomes eligible. Except as otherwise provided herein, elections to
defer payment of compensation must be made 30 days before the beginning of the calendar quarter for which the compensation is payable.

Section 1.3  Contributions.



Section 1.4
Deferral Elections.



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Section 2.1.  Investment Authority.    All investment decisions with regard to the assets of the Trust shall be exercised by Trustee
named therein or the person designated by Trustee, and the Trustee may grant to each Plan Participant the right to direct the Trustee as to the investments of the assets held in the account of such
Participant.

Section 2.2  To
the extent the Plan Participant exercises investment authority over the assets held in the Trust for the benefit of such Participant, neither the
Trustee or the Company shall have any liability or responsibility to the Participant for the results of such directed investments.

ARTICLE III
DISTRIBUTION

Section 3.1  On the Company's normal payroll check date for the first full pay period following the date on which a Participant's employment
with the Company and all other related employers of the Company (as determined under Section 414 of the Internal Revenue Code) terminates for any reason including death, distribution of the
amount credited to the Participant's account in accordance with this Plan shall commence to or with respect to the Participant in accordance with either of the alternatives set forth below as selected
by the Participant. Selection of an alternative shall be made at the time the Participant first becomes eligible to receive benefits under the Plan. The alternative forms of distribution shall be:



Section 3.2  The
Matching Contributions contributed to the account of the Participant, plus the earnings thereon, shall be subject to the following in the case of a
distribution which is payable on account of a termination of service for reasons other than death, disability, hardship and a hostile

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takeover. The Matching Contributions (plus earnings thereon) shall be payable according to the followingVESTING SCHEDULE:

Years of Service

% Vested in Match/earnings.1

20
%2

40
%3

60
%4

80
%5

100
%


In
the event that all, or any portion, of the distribution payable to a Participant or his Beneficiary hereunder shall not be fully vested and therefore forfeited, such forfeited portion
shall be returned to the Company.

Section 3.3  If
a Participant should die before distribution of the full amount of the account described in this Plan has been made to the Participant, any remaining
amounts shall be distributed to the Participant's beneficiary by the method designated by the Participant in writing delivered to the Company at the time the Participant first elected to become a
Participant in the Plan. If a Participant has not designated a beneficiary, or if no designated beneficiary is living on the date of distribution, then, notwithstanding any provision herein to the
contrary, such amounts shall be distributed to such Participant's estate in a lump sum distribution as soon as administratively feasible following such Participant's death.

Section 3.4  In
the event a Participant incurs an unforeseeable emergency, the Participant may make a written request to the Company for a hardship withdrawal from his
or her account established under
the Plan. An unforeseeable emergency is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in
Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Withdrawals of amounts because of an unforeseeable emergency are only permitted to the extent reasonably needed to satisfy the emergency need. This section shall
be interpreted in a manner consistent with Sections 1.457-2(h)(4) and 1.457-2(h)(5) of the Treasury Regulations.

Section 3.5  The
Participant shall also be entitled to request a distribution of all accounts whenever it appears that there may be a "Hostile Takeover". "Hostile
Takeover" shall mean the occurrence of the following:



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Section 3.6  Anything
herein to the contrary notwithstanding, if, at any time, a court or the Internal Revenue Service determines that an amount in a Participant's
account is includable in the gross income of the Participant and subject to tax, the Board of Directors of the Company may, in its sole discretion, permit a lump sum distribution of an amount equal to
the amount determined to be includable in the Participant's gross income.

ARTICLE IV
AMENDMENT AND TERMINATION OF PLAN

The Company reserves the right to amend or terminate the Plan at any time. Any such termination shall be effective as of the end of the calendar year during which
notification is given to each Participant. Notification will be by first class mail, addressed to each Participant at the Participant's last known address, or by other notice acknowledged in writing
by the Participant. Any amounts credited to an account of any Participant shall remain subject to the provisions of the Plan and distribution will not be accelerated because of the termination of the
Plan. No amendment or termination shall directly or indirectly reduce the balance of any account described in this Plan as of the effective date of such amendment or termination. No additional credits
or contributions will be made to the accounts of the Participants under the Plan after termination of the Plan, but interest may continue to be credited to the accounts of the Participants under the
Plan until all benefits are distributed to the Participants or to their beneficiaries. Upon termination of the Plan, distribution of amounts credited to the accounts of the Participants shall be made
to the Participants or their beneficiaries in accordance with Article III of this Plan.

ARTICLE V
CLAIMS PROCEDURE

Section 5.1  For purposes of handling claims with respect to this Plan, the "Claims Reviewer" shall be the Company, unless another person or
organizational unit is designated by the Company as Claims Reviewer.

Section 5.2  An
initial claim for benefits under the Plan must be made by the Participant or his or her beneficiary in accordance with the terms of the Plan through
which the benefits are provided. Not later than 90 days after receipt of such a claim, the Claims Reviewer will render a written decision on the claim to the claimant, unless special
circumstances require the extension of such 90-day period. If such extension is necessary, the Claims Reviewer shall provide the Participant or the Participant's beneficiary with written
notification of such extension before the expiration of the initial 90-day period. Such notice shall specify the reason or reasons for such extension and the date by which a final decision
can be expected. In no event shall such extension exceed a period of 90 days from the end of the initial 90-day period. In the event the Claims Reviewer denies the claim of a
Participant or the beneficiary in whole or in part, the Claims Reviewer's written notification shall specify, in a manner calculated to be understood by the claimant, the reason for the denial; a
reference to the Plan or other document or form that is the basis for the denial; a description of any additional material or information necessary for the claimant to perfect the claim; an
explanation as to why such information or material is necessary; and an explanation of the applicable claims procedure. Should the claim be denied in whole or in part and should the claimant be
dissatisfied with the Claims Reviewer's disposition of the claimant's claim, the claimant may have a full and fair review of the claim by the Company upon written request therefore submitted by the
claimant or the claimant's duly authorized representative and received by the Company within 60 days after the claimant receives written notification that the claimant's claim has been denied.
In connection with such review, the claimant or the claimant's duly authorized representative shall be entitled to review pertinent documents and submit the claimant's views as to the issues, in
writing. The Company shall act to deny or accept the

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claim within 60 days after receipt of the claimant's written request for review unless special circumstances require the extension of such 60-day period. If such extension is
necessary, the Company shall provide the claimant with written notification of such extension before the expiration of such initial 60-day period. In all events, the Company shall act to
deny or accept the claim within 120 days of the receipt of the claimant's written request for review. The action of the Company shall be in the form of a written notice to the claimant and its
contents shall include all of the requirements for action on the original claim. In no event may a claimant commence legal action for benefits the claimant believes are due the claimant until the
claimant has exhausted all of the remedies and procedures afforded the claimant by this Article V.

ARTICLE VI
ADMINISTRATION

Section 6.1  The right of a Participant or the Participant's beneficiary to receive a distribution hereunder shall be an unsecured claim
against the general assets of the Company, and neither a Participant nor his or her designated beneficiary shall have any rights in or against any amount credited to any accounts under this Plan or
any other assets of the Company. The Plan at all times shall be considered entirely unfunded both for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended. Any funds invested hereunder shall continue for all purposes to be part of the general assets of the Company and available to its general creditors in the event of bankruptcy or
insolvency. Accounts under this Plan and any benefits which may be payable pursuant to this Plan are not subject in any manner to anticipation, sale, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of a Participant or a Participant's beneficiary. The Plan constitutes a mere promise by the Company to make benefit payments in the future. No
interest or right to receive a benefit may be taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in bankruptcy proceedings.

Section 6.2  The
Plan shall be administered by the Board of Directors of the Company, which shall have the authority, duty and power to interpret and construe the
provisions of the Plan as the Board deems appropriate including the authority to determine eligibility for benefits under the Plan and the authority to delegate these functions to any person within
the Company who shall thereafter be designated as the "Plan Administrator". The Board, or its designated representative, shall have the duty and responsibility of maintaining records, making the
requisite calculations and disbursing the payments hereunder. The interpretations, determinations, regulations and calculations of the Board or the Plan Administrator shall be final and binding on all
persons and parties concerned. Any benefits payable under this Plan will be paid only if the Board or the Plan Administrator decides in its discretion that the applicant is entitled to them.

Section 6.3  Expenses
of administration shall be paid by the Company. The Board of Directors of the Company shall be entitled to rely on all tables, valuations,
certificates, opinions, data and reports furnished by any actuary, accountant, controller, counsel or other person employed or retained by the Company with respect to the Plan.

Section 6.4  The
Board of Directors of the Company shall furnish individual quarterly statements of accrued benefits to each Participant, or current beneficiary, in
such form as determined by the Board of Directors or as required by law.

Section 6.5  The
sole rights of a Participant or beneficiary under this Plan shall be to have this Plan administered according to its provisions, to receive whatever
benefits he or she may be entitled to hereunder, and nothing in the Plan shall be interpreted as a guaranty that any funds in any trust which may be established in connection with the Plan or assets
of the Company will be sufficient to pay any benefit hereunder. Further, the adoption and maintenance of this Plan shall not be construed as

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creating any contract of employment between the Company and any Participant. The Plan shall not affect the right of the Company to deal with any Participants in employment respects, including their
hiring, discharge, compensation, and conditions of employment.

Section 6.6  The
Company may from time to time establish rules and procedures which it determines to be necessary for the proper administration of the Plan and the
benefits payable to an individual in the event that individual is declared incompetent and a conservator or other person legally charged with that individual's care is appointed. Except as otherwise
provided herein, when the Company determines that such individual is unable to manage his or her financial affairs, the Company may pay such individual's benefits to such conservator, person legally
charged with such individual's care, or institution then contributing toward or providing for the care and maintenance of such individual. Any such payment shall constitute a complete discharge of any
liability of the Company and the Plan for such individual.

Section 6.7  The
Plan may be continued after a sale of assets of the Company, or a merger or consolidation of the Company into or with another corporation or entity
only if and to the extent that the transferee, purchaser or successor entity agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity,
then the Plan shall be terminated subject to the provisions of Article IV.

Section 6.8  Each
Participant shall keep the Company informed of his or her current address and the current address of his or her designated beneficiary. The Company
shall not be obligated to search for any person. If such person is not located within three (3) years after the date on which payment of the Participant's benefits payable under this Plan may
first be made, payment may be made as though the Participant or his or her beneficiary had died at the end of such three year period.

Section 6.9  Notwithstanding
any provision herein to the contrary, neither the Company nor any individual acting as an employee or agent of the Company shall be liable
to any Participant, former Participant, designated beneficiary, or any other person for any claim, loss, liability or expense incurred in connection with the Plan, unless attributable to fraud or
willful misconduct on the part of the Company or any such employee or agent of the Company.

Section 6.10  All
questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to
the extent not preempted by such laws, by the laws of the State of California.

IN
WITNESS WHEREOF, this Plan is executed and delivered on this 17th day of December, 2001 by the following officers who have been duly authorized to adopt the Plan on the day and year
first written above.

| |  | FRESH CHOICE, INC.
| |  | ------------------
| |  | By:               
| |  | By:               

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