SCHLOTZSKYS INC
CHANGE IN TERMS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>5
<FILENAME>d13989exv10w39.txt
<DESCRIPTION>CHANGE IN TERMS AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.39
                            CHANGE IN TERMS AGREEMENT

BORROWER(S):                            LENDER:
Schlotzskys Inc                         American Bank of Commerce
203 Colorado Street                     522 Congress Ave Suite 100
Austin TX 78701                         Austin, TX 78701

AGREEMENT DATE: 12/25/03
LOAN NUMBER: 403409
PRINCIPAL BALANCE: $150,000.00

DESCRIPTION OF EXISTING INDEBTEDNESS: A promissory note originally dated:
03/27/03 in the original amount of: $150,000.00 from Borrower to Lender.

DESCRIPTION OF COLLATERAL AS DESCRIBED IN RELATED SECURITY DOCUMENTS:

      AS STATED THEREIN

DESCRIPTION OF CHANGE IN TERMS:

      THE MATURITY DATE IS HEREBY EXTENDED TO MARCH 21, 2004 WHEN ALL
      OUTSTANDING PRINCIPAL AND ACCRUED INTEREST WILL BE DUE AND PAYABLE IN
      FULL. EFFECTIVE DATE IS DECEMBER 25, 2003.

      ALL OTHER TERMS AND CONDITIONS WILL REMAIN THE SAME.

CONTINUING VALIDITY:

      CONTINUING VALIDITY: EXCEPT AS EXPRESSLY CHANGED BY THIS AGREEMENT, THE
      TERMS OF THE ORIGINAL OBLIGATION OR OBLIGATIONS, INCLUDING ALL AGREEMENTS
      EVIDENCED OR SECURING THE OBLIGATION(S), REMAIN UNCHANGED AND IN FULL
      FORCE AND EFFECT. CONSENT BY LENDER TO THIS AGREEMENT DOES NOT WAIVE
      LENDER'S RIGHT TO STRICT PERFORMANCE OF THE OBLIGATION(S) AS CHANGED, NOR
      OBLIGATE LENDER TO MAKE ANY FUTURE CHANGE IN TERMS. NOTHING IN THIS
      AGREMENT WILL CONSTITUTE A SATISFACTION OF THE OBLIGATION(S). IT IS THE
      INTENTION OF THE LENDER TO RETAIN AS LIABLE PARTIES ALL MAKERS AND
      ENDORSERS OF THE ORIGINAL OBLIGATION(S), INCLUDING ACCOMMODATION PARTIES,
      UNLESS A PARTY IS EXPRESSLY RELEASED BY LENDER IN WRITING. ANY MAKER OR
      ENDORSER, INCLUDING ACCOMMODATION MAKERS, WILL NOT BE RELEASED BY VIRTURE
      OF THIS AGREEMENT. IF ANY PERSON WHO SIGNED THE ORIGINAL OBLIGATION DOES
      NOT SIGN THIS AGREEMENT BELOW, THEN ALL PERSONS SIGNING BELOW ACKNOWLEDGE
      THAT THIS AGREEMENT IS GIVEN CONDITIONALLY, BASED ON THE REPRESENTATION TO
      LENDER THAT THE NON-SIGNING PARTY CONSENTS TO THE CHANGES AND PROVISIONS
      OF THIS AGREEMENT OR OTHERWISE WILL NOT BE RELEASED BY IT. THIS WAIVER
      APPLIES NOT ONLY TO ANY INITIAL EXTENSION, MODIFICATION OR RELEASE, BUT
      ALSO TO ALL SUCH SUBSEQUENT ACTIONS.

Schlotzskys Inc


   /s/   JEFFREY J. WOOLEY
------------------------------------------
  JEFFREY J WOOLEY, SR VICE PRESIDENT

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</DOCUMENT>
