AMENDMENT TO LETTER AGREEMENT

Exhibit 10.4

AMENDMENT TO LETTER AGREEMENT

Reference is made to that certain letter agreement dated as of October 13, 2009 (the “Letter Agreement”) by and among Xxxxxx Xxxxxxxxx Capital Partners, Inc. (“LLCP”), Xxxx Xxxxxxx, Meruelo Enterprises, Inc., the Xxxx Xxxxxxx Living Trust and Xxxx Xxxxxx.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Letter Agreement.

The parties to the Letter Agreement have determined that it is necessary to amend Section 12 of the Letter Agreement to provide that:

The date that either Xxxx Xxxxxxx (on behalf of the Meruelo Parties) or LLCP may terminate the Letter Agreement (but with respect to the Meruelo Parties, not their obligations under Sections 4 through 15, each of which shall survive any termination of the Letter Agreement) upon written notice to such other party is extended from December 30, 2009 to March 31, 2010 (the “Outside Termination Date”), provided however, if a merger agreement is entered into with the Company with respect to the transactions contemplated by the Letter Agreement, the Outside Termination Date shall mean the earlier of the date that such merger is consummated or the date on which such merger agreement is terminated by mutual agreement of the parties thereto or in accordance with its terms.

The parties hereto have executed this Amendment to the Letter Agreement on this 23rd day of December, 2009.

[Signature page follows]

LLCP
Xxxxxx Xxxxxxxxx Capital Partners, Inc.
By:	/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
MERUELO PARTIES
Xxxx Xxxxxxx
	/s/ Xxxx Xxxxxxx
Meruelo Enterprises, Inc.
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	President
Xxxx Xxxxxxx Living Trust
By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Trustee
Xxxx Xxxxxx
	/s/ Xxxx Xxxxxx