Exhibit 10.38


AMENDMENT NO. 1 TO GUARANTY


This
Amendment No. 1 to Guaranty dated as of March 29, 2007 (the “Amendment”)
amends that certain Guaranty (the “Guaranty”) dated as of September 25,
2006 and issued by Bertucci’s Corporation (the “Guarantor”) in favor and
for the benefit of BUCA, Inc. (the “Creditor”).


WHEREAS, the
Creditor, BUCA Restaurants 3, Inc. (the “Company”), Vinny T’s
Acquisition Corporation (the “Debtor”) and the Guarantor entered into
that certain Stock Purchase Agreement dated as of September 25, 2006 (the “Stock
Purchase Agreement”) whereby the Debtor acquired all of the issued and
outstanding capital stock of the Company from the Creditor (the “Transaction”);


WHEREAS, pursuant
to the terms of the Stock Purchase Agreement on September 25, 2006, the Debtor
issued to the Creditor a Promissory Note in the original principal amount of
$3,800,000.00 (the “Original Promissory Note”);


WHEREAS, as a
condition to the consummation of the Transaction, the Creditor  required that the Guarantor execute and
deliver the Guaranty to the Creditor;


WHEREAS, on the
date hereof the Debtor and the Creditor have amended and restated the Original
Promissory Note to, among other things, reduce the principal amount owed under
the Original Promissory Note from $3,800,000.00 to $3,661,293.00 (the “Promissory
Note Amendment”);


WHEREAS, in
connection with the Promissory Note Amendment the Guarantor and the Creditor
desire to amend the Guaranty to reflect that the Original Promissory Note has
been replaced by the Amended and Restated Promissory Note;


WHEREAS, pursuant
to Section 11(g) of the Guaranty, the Guaranty may be modified by a writing
signed by the Guarantor and the Creditor; and


WHEREAS, the
Guarantor and the Creditor have both executed this Amendment No. 1 to Guaranty.


NOW
THEREFORE, in consideration of the Promissory Note Amendment, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


1.            The
following Section 11(n) shall be added to the Guaranty immediately after
Section 11(m) thereof:


“(n)         The
Guarantor and the Creditor understand and agree that: (i) on March 29, 2007 the
Guarantor and the Creditor amended and restated the Promissory Note by
executing and delivering an Amended and Restated Promissory Note in the face
principal amount of $3,661,293.00, a copy of which is attached hereto as Exhibit
1 (the “Amended and Restated Promissory Note”); and (ii)
notwithstanding anything in the Guaranty to the contrary, all references in the
Guaranty to the Promissory Note shall now refer to the Amended and Restated
Promissory Note.”


2.            Exhibit 1 attached hereto
shall be attached to the Guaranty as Exhibit 1 after the signature pages
to the Guaranty.


3.            Except as amended and/or changed hereby,
the Guaranty shall remain in full force and effect in accordance with its
original terms.


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IN WITNESS
WHEREOF, the parties have executed this Amendment No. 1 to Guaranty as of the
date first above written.


	
   

  	
  BERTUCCI’S CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David G. Lloyd

  	
   

  
	
   

  	
   

  	
  David G. Lloyd

  
	
   

  	
   

  	
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUCA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wallace B.
  Doolin

  	
   

  
	
   

  	
   

  	
    Wallace B. Doolin

  
	
   

  	
   

  	
    Chairman,
  President and Chief Executive Officer