TEST LICENSE AGREEMENT

1.

DEFINITIONS. The following terms used herein shall have the following definitions:

specifications for equipment and fixtures, preparation methods, standard operating and administrative procedures and management and technical training programs.

1.10.

“Marks” shall mean the “COLD STONE CREAMERY ^® ” and/or the “ROCKY MOUNTAIN CHOCOLATE FACTORY ^® ” name and service mark, and such other trademarks, service marks, logo types and commercial symbols as CSC and RMCF may from time to time authorize the Test Franchisees to use in connection with the operation of a Test Location.

1.11.

“Menu Items” shall mean the items set forth in Exhibit A attached hereto and incorporated herein by reference plus any additional items mutually agreed to by RMCF and CSC.

1.12.

“Net Sales” shall mean the total of all sales by Test Franchisees of all products from each Test Location, including catering, internet and off-site sales of such products, whether for on-site or off-site consumption, but shall exclude (i) the amount of any state or local sales or use tax actually paid by Test Franchisee, (ii) refunds or returns and (iii) the discounted portions of goods sold, including but not limited to sales under coupon or promotion so long as such discounts are not provided in exchange for any rights, goods or services. The Parties recognize and agree that under certain circumstances it may not be practical to track sales discounts and coupons separately between the RMCF products and the CSC products when such sales are recorded on a shared POS system. In such cases to the extent the discounts and coupons are not specifically tracked to one brand or the other, the discounts and coupons will be allocated between RMCF sales and CSC sales based upon the proportions of the total net sales from each brand on a monthly basis.

1.13.

“RMCF Royalty Share” (This material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Commission.)

1.14.

“Opening Date” shall mean the date upon which a particular Test Location initially opens for business.

1.15.

“Primary Contact” shall have the meaning set forth in Section 17.1 hereof.

1.16.

“Royalties” shall have the meaning set forth in Section 4.3 hereof.

1.17.

“Term” shall have the meaning set forth in Section 2 hereof.

selected by RMCF. The parties shall agree at a later date which one of the Test Locations is the last.

4.1.

Franchise Fee: Neither CSC nor RMCF will charge any Franchise Fee to any Test Franchisee in conjunction with the addition of either the CSC or RMCF Systems to an existing location or in conjunction with the opening of a Test Location pursuant to this Test Agreement.

4.2.

Royalties and Advertising Fees. (This sentence has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Commission.) In addition, CSC shall assess additional Royalties and Advertising Fees on Net Sales of RMCF and CSC Products. CSC shall pay RMCF an amount equal to the collected RMCF Royalty Share, payable monthly not later than the 20 ^th day of each month based upon any such RMCF Royalty Share amount collected from Test Franchisees during the prior calendar month. CSC shall retain the remainder of Royalties and Advertising Fees assessed on Net Sales of RMCF products and CSC products. RMCF shall not be entitled to and shall not receive any royalties or other payments from the Test Franchisees or the Test Locations from the sale of any Cold Stone Creamery (or nrgize) ice cream, frozen yogurt, frozen desserts or other CSC products. RMCF shall be entitled, however, to charge the Test Franchisees a bona fide wholesale price, that may be greater than the prices charged to its standard store franchisees for chocolates and other products that allows RMCF to derive additional revenue in consideration for the license of the RMCF Marks and the RMCF System to Test Franchisees. (This sentence has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Commission.)

4.3.

Maintenance of Records. During the Term of this Test Agreement, CSC shall keep full and accurate books of account and records in sufficient detail to show the sales of Menu Items by all Test Locations. CSC shall provide RMCF with monthly reports of Net Sales of RMCF products and CSC products at each Test Location not later than the day each month when CSC pays RMCF its share of Net Sales for the prior month. CSC shall also provide RMCF with copies of all other reports on sales, income, costs and expenses, including all financial statements, supplied to CSC by a Test Franchisee. RMCF acknowledges and understands that such books of account and records shall be in the form and format CSC maintains in the ordinary course of its business and that such records shall be maintained for the same period of time as CSC retains records in the ordinary course of its business.

4.4.

Term of Franchise Agreement. The Franchise Agreements signed by the Test Franchisees shall be effective in accordance with the terms thereof. Upon the expiration of the initial term of the Franchise Agreements, they will only be subject to renewal as co-branded Stores if RMCF and CSC have entered into an agreement that succeeds this Test Agreement to co-brand additional stores after this Test Agreement expires. If no such successor co-brand agreement is in effect upon expiration of the Franchise Agreements, then each Test Franchisee will be permitted to renew by signing the then current form of Franchise

Agreement offered to new franchisees of either CSC or RMCF, depending on whether the Test Franchisee first had a business relationship with CSC or RMCF before the Effective Date.

5.1.

Initial Design and Set-Up. CSC shall assist with the design for each Test Location, based on specifications and criteria established by CSC and RMCF. Such design shall include design intent drawings, colors and textures.

5.2.

Training. CSC shall provide the following training with respect to each Test Location:

5.3.

Opening Assistance. CSC shall furnish one person experienced in the CSC System and who has successfully completed RMCF’s training program to assist Test Franchisees in conjunction with the opening of each Test Location opened pursuant to this Test Agreement at no cost to RMCF or Test Franchisee.

5.4.

Test Franchisee Support. On RMCF’s behalf, CSC shall assign a field level employee to support, evaluate, assist, and consult with each of the Test Locations on an as-needed basis during the Term. CSC personnel providing such support will consult with RMCF’s Dedicated Account Manager if and when questions arise related to RMCF operating procedures and other matters. CSC shall submit a copy of each Quality, Service, Cleanliness and Experience (QSCE) evaluation it conducts on a Test Franchisee to RMCF and copy RMCF on all correspondence to and from the Test Franchisees.

5.5.

Non-Disparagement. CSC must not disparage to any person RMCF, its employees, representatives or agents, its products or the Service Marks.

6.1.

Initial Design and Set-Up. RMCF shall assist with the design for each Test Location, based on specifications and criteria established by CSC and RMCF. Such design shall include design intent drawings, colors and textures.

6.2.

Training. RMCF shall train five (5) representatives of CSC through RMCF’s current training program. The training shall be conducted at RMCF’s headquarters in Durango, Colorado in a special training class tailored to the Test Program. RMCF is not responsible for any costs or expenses incurred by CSC in conjunction with sending its representatives through RMCF’s training program.

6.3.

Opening Assistance. At CSC’s request, RMCF shall furnish one person experienced in the RMCF System to assist Test Franchisees for up to 3 days in conjunction with the opening of a Test Location at no cost to CSC or Test Franchisee.

6.4.

Non-Disparagement. RMCF must not disparage to any person CSC, its employees, representatives or agents, its products or the Service Marks.

7.1.

Supplies and Materials. Test Franchisee shall purchase all necessary furniture, fixtures, equipment, supplies and signage for the Test Location including proprietary items (“Proprietary Items”) from CSC or RMCF, as applicable, or CSC and RMCF’s approved distributors, as applicable, as directed by CSC or RMCF.

7.2.

Standards of Operation. CSC and RMCF agree that they will require each of the Test Franchisees to comply with the following terms.

respective Operating Manuals per Test Location (which is comprised of a series of volumes under various titles), for use by Test Franchisee strictly in accordance with the terms of the Franchise Agreement governing the Test Location. Each Test Franchisee will sign the form of Franchise Agreement, including an addendum licensing the RMCF Marks and the RMCF System, attached hereto as Exhibit B . Each Test Franchisee must operate the Test Location strictly in accordance with the Operating Manuals, as amended from time to time, and with the rules, regulations, instructions, policies and procedures as may from time to time be issued by CSC and RMCF for the conduct of the Test Location as CSC and RMCF deem appropriate.

7.2.2.

Test Franchisee shall cause all of its employees, while working at a Test Location, to comply with the dress requirements required by CSC and RMCF.

7.2.3.

Test Franchisee shall adhere to the food preparation, service standards and other operational requirements provided in the Operating Manuals.

7.2.4.

Test Franchisee must offer and sell at each Test Location all products designated by CSC and RMCF, consistent with CSC and RMCF’s comprehensive standards and requirements. Test Franchisee must purchase chocolate candy and other products from RMCF as the designated supplier of those items and comply with RMCF’s standards for the mix of products offered at the Test Locations. In addition, Test Franchisee must fully participate in all local, regional, seasonal, promotional and other programs, initiatives and campaigns adopted by CSC and RMCF that CSC and RMCF require Test Franchisee to participate in.