JOINT VENTURE PURCHASE AGREEMENT

This Agreement, dated and effective as of January 1, 2007, by and between Frosted Mug Holdings, LLC, a New Jersey limited liability company ("Frosted"), and Rockelle Corporation, a Delaware corporation ("Rockelle") (Frosted and Rockelle being hereinafter sometimes collectively called "Partners" and individually called a "Partner"),

WHEREAS, the Partners wish to engage together in the business of Stewarts Root Beer Drive In Restaurants and, to further that objective, to incorporate said business in the State of New Jersey under the name Frosted Rock, Inc. in order to form a Joint Venture (“JV”) and adopt this Agreement as the articles of the JV for the operation of same;

WHEREAS, Rockelle is intent on purchasing Frosted and all of its assets and business and the Partners agree that the formation of this JV with the purchase options set forth herein is the preferred form to engage in this effort;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and benefits herein set forth and contemplated, the Partners agree as follows:

(a)   Establishment .

(i) The Partners hereby form and establish a General Joint Venture (the "JV") pursuant to the laws of the State of New Jersey which shall govern the interpretation and operation of the JV.

(ii)   Except to the extent otherwise provided herein, the rights and liabilities of the Partners and the conduct and termination of the JV shall be governed by the law of the State of New Jersey.

(iii)   The Partners will promptly execute all certificates and other documents, and make all such filings and recordings and perform such other acts as may now or hereafter be necessary or desirable, to comply with the requirements of New Jersey law for the organization and formation of the JV and the carrying on of its business.

(iv)   Each Partner shall be a general partner.

(v)   All assets of the JV hereafter acquired shall automatically be the property of Frosted unless and until Rockelle makes the $4,000,000 payment under Article XII(a)(3) herein. Thereafter, this section shall be governed by Article III set forth below.

(b)   Name . The name of the JV is “Frosted Rock, Inc.” The JV’s business and affairs shall be conducted only under that name.

(c)   Effective Date and Term . The JV shall commence on the date hereof (hereinafter called the " Effective Date ") and shall continue in effect until terminated as provided in Article X hereof.

(d)   Principal Office . The principal office and place of business of the JV shall be 777 Walnut Avenue, Cranford, NJ 07016 or such other location as the Partners may designate.

(e)   Purpose and Scope . The sole purpose of the JV shall be to engage in the business of administering the licensees of Stewarts Root Beer, the franchisees of Stewarts Root Beer, the growth of the business of Stewarts Root Beer, expansion of the trademarks of Stewarts Root Beer and in other activities incidental to such business, which activities may from time to time include: Expansion of the trademark’s use in the market place and any other use and expansion of the business of Stewarts Root Beer Drive In Restaurants as the Partners may see fit; and performing all other activities as are necessary or incidental to conducting such business.

The JV shall have the power to do any act and thing and to enter into any contract incidental to, or necessary, proper or advisable for, the accomplishment or attainment of the purpose of the JV specified in this Agreement.

(f)   Partners' Authority .  

Except as otherwise provided in this Agreement, no Partner acting alone shall have any authority to act for, or to assume any obligations or responsibilities on behalf of, the other Partner or the JV. Each Partner will indemnity the JV and the other Partner against any claim, loss or damage to the JV or such other Partner which may result from the Partner's breach of this Section (f). Except that Rockelle shall have the right to operate the JV business on a day to day basis including any and all agreements that can be performed in six months or less. All other agreements will require the unanimous agreement of the Partners, unless and until Rockelle makes the $4,000,000 payment under Article XII(a)(3) herein. Thereafter, a majority of the Operating Committee may approve all actions of the JV, as set forth under Article V(3) herein.

Except as otherwise provided herein, nothing contained in this Agreement shall be deemed to restrict in any way the freedom of either Partner or of any Affiliate of either Partner to conduct, independently of the JV, and whether or not in competition with the JV, any business or activity whatever (other than the business contemplated to be performed by the JV under and in accordance with this Agreement) without any accountability to the JV or to the other Partner. For purposes of this Agreement "Affiliate" means, as to any entity, a corporation, company, trust, firm or other entity which directly or indirectly controls, or is controlled by, or is under common control with, such entity.

(a)   Initial Contributions .

(i)   Rockelle shall pay $100,000 to Frosted upon execution of this Agreement and $50,000 to Frosted within 120 days from the date hereof, for the exclusive purpose of making interest and/or principal payments (as may be determined by Frosted in its sole discretion) to Stewarts Restaurants, Inc. (“SRI”) by Frosted on the outstanding note due to SRI from Frosted. If the monies held in escrow have not been used to make payments to SRI within one year from the date hereof, such monies shall be distributed back to Rockelle. From the date hereof, all income of Frosted will be contributed to the JV and Rockelle shall be solely responsible for all other capital needs of the JV. All property of Frosted shall be contributed to the use of the JV until the terms set forth in Article XII are fulfilled, at which time such property shall become the property of Rockelle.

(ii)   The JV hereby assumes the obligations and liabilities relating to Frosted as described on Exhibit B and in accordance with the requirements set forth in Article XII. Frosted hereby warrants and represents that there are no other liabilities of Frosted other than as set forth Exhibit B and in the ordinary course of business.

(iii)   On the date of this Agreement, Frosted shall contribute to the capital of the JV all of the issued and outstanding membership interests of Frosted to be held in escrow subject to Rockelle satisfying the requirements set forth in Article XII.

(iv)   Subject to payment as set forth in Article XII(a)(4), Rockelle shall make payment not more than 120 days from the date hereof in the amount of $50,000 (payment two) and payment of $100,000 (payment three) not more than 180 days from the date hereof. However, upon execution of this Agreement Rockelle has the option to choose to have 100% of all income from operations paid to Frosted until $100,000 has been obtained thus eliminating the need for payment number three set forth herein. In the event that Rockelle should choose this option, then in that event, all books of account shall remain in control of Frosted until full payment has been obtained. Each subsequent payment shall not be due if payment in accordance with Article XII(a)(4) is made prior to said payment two and/or three are due.

(a)   The Partners' Percentage JV Interests .

The Partners’ Interests in the JV shall be 51% for Rockelle and 49% for Frosted. All income of the JV shall be retained by the JV subject to the terms of Article XII.

(a)   The Operating Committee and the Manager .  

The general conduct of the business of the JV shall be vested in an Operating Committee, which shall be empowered to set policy for and issue instructions to the Manager and to make all decisions in respect of the business and operations of the JV, except as otherwise set forth in this Agreement. The Manager shall have the responsibility for the day to day management of the operations and activities of the JV and shall be subject to the overall supervision of the Operating Committee. The Manager shall be Rockelle subject to Article III(a)(iv).

(b)   Operating Committee Members, Voting and Meetings . The Operating Committee shall be composed of Gerald Stephen and John R. Frieri or any other person appointed by Frosted. Each Partner may from time to time and for any reason appointed by it or designate an alternate to act for any member, which alternate shall be deemed a member of the Operating Committee while so acting. Each appointment made by a Partner to the Operating Committee shall remain in effect until the Partner making such appointment shall notify the JV and the other Partner of a change in such appointment. The members of the Operating Committee representing each Partner shall have one vote, and at all meetings of the Operating Committee a member shall be acting solely as the representative of the Partner which appointed him. All actions of the Operating Committee shall be taken by unanimous vote; provided, however, that if a Partner's JV Interest shall have been reduced below 45%, actions of the Operating Committee shall be taken by majority vote with the representatives of each Partner being entitled to vote per percentage point of Interest held by each Partner in the JV. An annual meeting of the Operating Committee, at which among other things programs and budgets shall be considered, shall be held at the principal office of the JV on the first business day of the month of February (or such other date as the Operating Committee shall designate) and other meetings of the Operating Committee shall be held from time to time as the Operating Committee shall determine. Minutes shall be kept reflecting the actions of the Operating Committee, copies of which shall be promptly transmitted to each member and the Partners.

(c)   Employees . The JV shall employ and pay such persons as the Manager shall from time to time authorize.

(d)   Certain Matters Requiring Unanimous Consent .  

The specific consent of each Partner shall be required in connection with the following matters, unless and until a Partner's JV Interest shall have been reduced below 45%, at which time, such actions shall be approved by a majority vote of the Operating Committee as set forth in Article V(b) above:

(i)   Any contract or agreement that cannot be performed in six months or shall have a term of more than six months.

(ii)   Incurring, guaranteeing or otherwise becoming liable for indebtedness for borrowed money.