Exhibit 10.56

TRUST AGREEMENT UNDER    THE NON QUALIFIED DEFERRED COMPENSATION PLAN    OF    FRESH CHOICE, INC.

This Agreement is made this 17th day of December 2001 by and betweenFRESH CHOICE, INC.(Company)
and David E. Pertl and Joan M. Miller, who shall act as Co-Trustees hereunder and shall hereinafter be referred to simply as "Trustee";

WHEREAS,
Company has adopted The Non Qualified Deferred Compensation Plan ofFRESH CHOICE, INC.on event date herewith.

WHEREAS,
Company wishes to establish a trust (hereinafter called "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors
in the event of Company's Insolvency, as herein defined, until paid to Plan participants or their beneficiaries in such manner and at such times as specified in the Plan(s);

WHEREAS,
it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the
purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

WHEREAS,
it is the intention of Company to make contributions to the Trust as directed by the terms of the Plan.

NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment Of Trust



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Section 2. Payments to Plan Participants and Their Beneficiaries.



Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent.



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Section 4. Payments to Company.

Except as provided in Section 3 hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust
assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan(s).

Section 5. Investment Authority.



Section 6. Disposition of Income/Taxes.



Section 7. Accounting by Trustee.

Trustee
shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be
agreed upon in writing between Company and Trustee. Within 30 days following the close of each calendar quarter and within 30 days after the removal or resignation of Trustee, Trustee
shall deliver to Company a written account of its administration of the Trust during such quarter or during the period from the close of the last preceding quarter to the date of such removal or
resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or
net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such quarter
or as of the date of such removal or resignation, as the case may be.

Section 8. Responsibility of Trustee.



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Section 9. Compensation and Expenses of Trustee.

All
administrative costs, Trustee's fees and expenses shall be paid from by the Company.

Section 10. Resignation and Removal of Trustee.



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Section 11. Appointment of Successor.



Section 12. Amendment or Termination.



Section 13. Miscellaneous.



Section 14. Effective Date.



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IN
WITNESS WHEREOF, the duly authorized officers of the Company have signed this Trust Agreement for the Non Qualified Deferred Compensation Plan ofFRESH
CHOICE, INC.on this 17th day of December, 2001.

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

IN
WITNESS WHEREOF, the Trustee has signed this Trust Agreement for the Non Qualified Deferred Compensation Plan of Fresh Choice, Inc. on this 17th day of December 2001.

| |  |  | /s/ David E. PertlTrustee
| |  |  | -------------------------
| |  |  | /s/ Joan M. MillerTrustee

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