Exhibit 10.1

ROCKY MOUNTAIN CHOCOLATE FACTORY

FRANCHISE AGREEMENT

Franchisee:
Date:
Franchised Location:

TABLE OF CONTENTS

						Page
1.		PURPOSE					1
2.		GRANT OF FRANCHISE					1
		2.1.		Grant of Franchise			1
		2.2.		Scope of Franchise Operations			1
3.		FRANCHISED LOCATION AND DESIGNATED AREA					2
		3.1.		Franchised Location			2
		3.2.		Limitation on Franchise Rights; Relocation			2
		3.3.		Franchisor’s Reservation of Rights			2
4.		INITIAL FEES					3
		4.1.		Initial Franchise Fee			3
5.		DEVELOPMENT OF FRANCHISED LOCATION					3
		5.1.		Approval of Lease			3
		5.2.		Conversion and Design			3
		5.3.		Signs			3
		5.4.		Equipment			4
		5.5.		Electronic Communications			4
		5.6.		Permits and Licenses			4
		5.7.		Anti-Terrorism Representation			5
		5.8.		Commencement of Operations			5
6.		TRAINING					5
		6.1.		Initial Training Program			5
		6.2.		Length of Training			5
		6.3.		Additional Training			5
7.		DEVELOPMENT ASSISTANCE					6
		7.1.		Franchisor’s Development Assistance			6
8.		OPERATIONS MANUAL					7
		8.1.		Operations Manual			7
		8.2.		Confidentiality of Operations Manual Contents			7
		8.3.		Changes to Operations Manual			7
9.		OPERATING ASSISTANCE					7
		9.1.		Franchisor’s Services			7
		9.2.		Additional Franchisor Services			8
10.		FRANCHISEE’S OPERATIONAL COVENANTS					8
		10.1.		Store Operations			8
11.		ROYALTIES					11
		11.1.		Monthly Royalty			11
		11.2.		Gross Retail Sales			11
		11.3.		Royalty Payments			11
		11.4.		Authorization for Prearranged Payments by Electronic Transfer			11

						Page
12.		ADVERTISING					12
		12.1.		Approval of Advertising			12
		12.2.		Local Advertising			12
		12.3.		Marketing and Promotion Fee			13
		12.4.		Regional Advertising Programs			13
		12.5.		Marketing Services			14
13.		QUALITY CONTROL					14
		13.1.		Compliance with Operations Manual			14
		13.2.		Standards and Specifications			14
		13.3.		Inspections			14
		13.4.		Restrictions on Services and Products			14
		13.5.		Approved Suppliers			14
		13.6.		Request to Change Supplier			15
		13.7.		Approval of Intended Supplier			15
14.		TRADEMARKS, TRADE NAMES AND PROPRIETARY INTERESTS					15
		14.1.		Marks			15
		14.2.		No Use of Other Marks			15
		14.3.		Licensed Methods			15
		14.4.		Effect of Termination			16
		14.5.		Mark Infringement			16
		14.6.		Franchisee’s Business Name			16
		14.7.		Change of Marks			16
		14.8.		Creative Ownership			16
		14.9.		Non-Disparagement			17
15.		REPORTS, RECORDS AND FINANCIAL STATEMENTS					17
		15.1.		Franchisee Reports			17
		15.2.		Annual Financial Statements			17
		15.3.		Verification			17
		15.4.		Books and Records			17
		15.5.		Audit of Books and Records			18
		15.6.		Failure to Comply with Reporting Requirements			18
		15.7.		Shopping Service			18
16.		TRANSFER					18
		16.1.		Transfer by Franchisee			18
		16.2.		Pre-Conditions to Franchisee’s Transfer			18
		16.3.		Franchisor’s Approval of Transfer			19
		16.4.		Right of First Refusal			20
		16.5.		Types of Transfers			20
		16.6.		Transfer by the Franchisor			20
		16.7.		Franchisee’s Death or Disability			20
17.		TERM AND EXPIRATION					21
		17.1.		Term			21
		17.2.		Continuation			21
		17.3.		Rights Upon Expiration			21
		17.4.		Exercise of Option for Successor Franchise			21
		17.5.		Conditions of Refusal			22

						Page
18.		DEFAULT AND TERMINATION					22
		18.1.		Termination by Franchisor — Effective Upon Notice			22
		18.2.		Termination by Franchisor — Thirty Days Notice			23
		18.3.		Franchisor’s Remedies			24
		18.4.		Right to Purchase			24
		18.5.		Obligations of Franchisee Upon Termination or Expiration			25
		18.6.		State and Federal Law			26
19.		BUSINESS RELATIONSHIP					26
		19.1.		Independent Businesspersons			26
		19.2.		Payment of Third Party Obligations			26
		19.3.		Indemnification			27
20.		RESTRICTIVE COVENANTS					27
		20.1.		Non-Competition During Term			27
		20.2.		Post-Termination Covenant Not to Compete			28
		20.3.		Confidentiality of Proprietary Information			28
		20.4.		Confidentiality Agreement			28
21.		INSURANCE					28
		21.1.		Insurance Coverage			28
		21.2.		Proof of Insurance Coverage			29
22.		MISCELLANEOUS PROVISIONS					29
		22.1.		Governing Law/Consent to Venue and Jurisdiction			29
		22.2.		Cumulative Rights			29
		22.3.		Modification			29
		22.4.		Entire Agreement			29
		22.5.		Delegation by the Franchisor			30
		22.6.		Effective Date			30
		22.7.		Review of Agreement			30
		22.8.		Attorneys’ Fees			30
		22.9.		Injunctive Relief			30
		22.10.		No Waiver			30
		22.11.		No Right to Set Off			30
		22.12.		Invalidity			30
		22.13.		Notices			30
		22.14.		Payment of Taxes			31
		22.15.		Acknowledgement			31

        EXHIBITS

I.		Addendum to Franchise Agreement — Location Approval
II.		Personal Guaranty
III.		Statement of Ownership
IV.		Addendum to Franchise Agreement Related to the Authorization of Prearranged Payments
V.		Permit, License and Construction Certificate
VI.		Confidentiality and Noncompetition Agreement

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
FRANCHISE AGREEMENT

     THIS AGREEMENT (the “ Agreement ”) is made this       day of                      , 20       , by and between ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., a Colorado corporation, located at 265 Turner Drive, Durango, Colorado 81303 (the “ Franchisor ”) and                                                                            , located at                                                                 (the “ Franchisee ”), who, on the basis of the following understandings and agreements, agree as follows:

      1.1. The Franchisor has developed methods for establishing, operating and promoting retail stores selling gourmet chocolates and other premium confectionery products (“ ROCKY MOUNTAIN CHOCOLATE FACTORY Stores ” or “ Stores ”) using the service mark “ROCKY MOUNTAIN CHOCOLATE FACTORY” and related trade names and trademarks (“ Marks ”) and the Franchisor’s proprietary methods of doing business (the “ Licensed Methods ”).

      1.2. The Franchisor grants the right to others to develop and operate ROCKY MOUNTAIN CHOCOLATE FACTORY Stores, under the Marks and pursuant to the Licensed Methods.

      1.3. The Franchisee desires to establish a ROCKY MOUNTAIN CHOCOLATE FACTORY Store at a location identified herein or to be later identified, and the Franchisor desires to grant the Franchisee the right to operate a ROCKY MOUNTAIN CHOCOLATE FACTORY Store at such location under the terms and conditions which are contained in this Agreement.

2.1. Grant of Franchise . The Franchisor grants to the Franchisee, and the Franchisee accepts from the Franchisor, the right to use the Marks and Licensed Methods in connection with the establishment and operation of a ROCKY MOUNTAIN CHOCOLATE FACTORY Store, at the location described in Article 3 of this Agreement. The Franchisee agrees to use the Marks and Licensed Methods, as they may be changed, improved, and further developed by the Franchisor from time to time, only in accordance with the terms and conditions of this Agreement.

2.2. Scope of Franchise Operations . The Franchisee agrees at all times to faithfully, honestly and diligently perform the Franchisee’s obligations hereunder, and to continuously exert best efforts to promote the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The Franchisee agrees to utilize the Marks and Licensed Methods to operate all aspects of the business franchised hereunder in accordance with the methods and systems developed and prescribed from time to time by the Franchisor, all of which are a part of the Licensed Methods. The Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store shall offer such products and services as the Franchisor shall designate and shall be restricted from manufacturing, offering or selling any products or services not previously approved by the Franchisor in writing. The Franchisee is required to devote a minimum of 50% of all retail display space to ROCKY MOUNTAIN CHOCOLATE FACTORY brand assorted bulk chocolates and boxed and packaged candies. The Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store must feature ROCKY MOUNTAIN CHOCOLATE FACTORY brand candy manufactured by the Franchisor or its designees and sold by the Franchisor (“ Factory Candy ”) and related nonconfectionery items (“ Items ”) approved by the Franchisor in writing. Depending on the retail environment and the configuration of the Store, the Franchisee may also be permitted to make, offer and sell confections made

in the Store, including caramel-covered apples and candy-covered apples (“ Store Candy ”) prepared in accordance with recipes and processes set forth in the Operations Manual, as that term is defined in Section 8.1 . Some Stores do not offer Store Candy.

3.1. Franchised Location . The Franchisee is granted the right and franchise to own and operate one ROCKY MOUNTAIN CHOCOLATE FACTORY Store at the address and location which shall be set forth in Exhibit I , attached hereto (“ Franchised Location ”). The type of Store configuration shall also be set forth in Exhibit I , attached hereto. Smaller Stores, regardless of their configuration, are referred to as “ Kiosks ” or “ Kiosk Stores ” in this Agreement and all references to “Stores” shall be deemed to include Kiosk Stores.

3.2. Limitation on Franchise Rights; Relocation . The rights that are hereby granted to the Franchisee are for the specific Franchised Location and cannot be transferred to an alternative Franchised Location, or any other location, without the prior written approval of the Franchisor. If the Franchisee has operated a ROCKY MOUNTAIN CHOCOLATE FACTORY Store for not less than 12 months and desires to relocate it to an alternative site, the Franchisee must set forth its reasons for requesting the relocation in writing to the Franchisor, along with a proposed new location. The Franchisor will have 30 days from receipt of the Franchisee’s written request to respond. If the Franchisor approves the relocation and the proposed new location, and if the ownership of the Franchisee does not change in any respect from the ownership of the Franchisee before the relocation, then the Franchisee may move its Store to the new approved location, provided that the Franchisee signs the Franchisor’s then current form of Franchise Agreement and opens the Store at the new location within 12 months after the Store closes at its former Franchised Location. In addition, the Franchisee will be required to pay a nonrefundable design fee of $2,500 to the Franchisor for the Franchisor’s Store designers to design the layout of the Franchisee’s new Store location. A similar design fee will also apply if the Franchisee requests design assistance in remodeling its Store at any time during the term of this Agreement. See Section 5.2 below. The Marks and Licensed Methods are licensed to the Franchisee for the operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store only at the Franchised Location; therefore, the Franchisee may not operate food carts, participate in food festivals or offer any other type of off-site food services using the Marks and Licensed Methods without the prior written consent of the Franchisor, in which case the Franchisor and the Franchisee shall execute an addendum to this Agreement relating to the operation of “ Satellite Stores ” (if this Agreement governs the operation of a traditional Store, any Satellite Store(s) shall be governed by separate Franchise Agreements) or “ Temporary Stores .”

3.3. Franchisor’s Reservation of Rights . The Franchisee acknowledges that the franchise granted hereunder is non-exclusive and that the Franchisor retains the rights, among others: (1) to use, and to license others to use, the Marks and Licensed Methods for the operation of ROCKY MOUNTAIN CHOCOLATE FACTORY Stores, Kiosk Stores, Satellite Stores and Temporary Stores, at any location other than at the Franchised Location; (2) to use the Marks and Licensed Methods to identify services and products, promotional and marketing efforts or related items, and to identify products and services similar to or the same as those which the Franchisee will sell, but made available through alternative channels of distribution other than through traditional ROCKY MOUNTAIN CHOCOLATE FACTORY Stores, at any location other than at the Franchised Location, including, but not limited to, through Satellite Stores, Temporary Stores, Kiosk Stores, by way of mail order, (including electronic mail order), the Internet, catalog, telemarketing, other direct marketing methods, television, retail store display or through the wholesale sale of its products to unrelated retail outlets or to candy distributors or outlets located in stadiums, arenas, airports, turnpike rest stops or supermarkets; and (3) to use and license the use of other proprietary marks or methods in connection with the sale of products and services similar to those which the Franchisee will sell or in connection with the operation of retail stores selling gourmet chocolates or other premium confectionery products, at any location other than at the Franchised Location, which stores

are the same as, or similar to, or different from a traditional ROCKY MOUNTAIN CHOCOLATE FACTORY Store or a Satellite Store, a Temporary Store or a Kiosk Store, on any terms and conditions as the Franchisor deems advisable, and without granting the Franchisee any rights therein.

4.1. Initial Franchise Fee . In consideration for the right to develop and operate one ROCKY MOUNTAIN CHOCOLATE FACTORY Store, the Franchisee agrees to pay to the Franchisor an initial franchise fee in the amount set forth in Exhibit I attached hereto, all of which is due and payable on the date the Franchisee signs this Agreement. The Franchisee acknowledges and agrees that the initial franchise fee represents payment for the initial grant of the rights to use the Marks and Licensed Methods, that the Franchisor has earned the initial franchise fee upon receipt thereof and that the fee is under no circumstances refundable to the Franchisee after it is paid, except as set forth in Section 5.8 of this Agreement. If a transfer occurs, no initial franchise fee shall be due at the time that the Franchisee transfers the Store to another party, but a transfer fee will apply as set forth in Section 16.2 of this Agreement.

5.1. Approval of Lease . The Franchisee shall obtain the Franchisor’s prior written approval before executing any lease or purchase agreement for the Franchised Location. Any lease for the Franchised Location shall, at the option of the Franchisor, contain provisions including: (1) allowing for assignment of the lease to the Franchisor in the event that this Agreement is terminated or not renewed for any reason; (2) giving the Franchisor the right to cure any default by the Franchisee under such lease; and/or (3) providing the Franchisor with the right, exercisable upon and as a condition of the approval of the Franchised Location, to execute the lease agreement or other document providing entitlement to the use of the Franchised Location in its own name or jointly with the Franchisee as lessee and, upon the exercise of such option, the Franchisor shall provide the Franchisee with the right to use the premises as its sublessee, assignee, or other similar capacity upon the same terms and conditions as obtained by the Franchisor. The Franchisee shall deliver a copy of the signed lease for the Franchised Location to the Franchisor within 15 days of its execution. The Franchisee acknowledges that approval of a lease for the Franchised Location by the Franchisor does not constitute a recommendation, endorsement or guarantee by the Franchisor of the suitability of the location or the lease and the Franchisee should take all steps necessary to ascertain whether such location and lease are acceptable to the Franchisee.

5.2. Conversion and Design . The Franchisee acknowledges that the layout, design, decoration and color scheme of ROCKY MOUNTAIN CHOCOLATE FACTORY Stores are an integral part of the Franchisor’s proprietary Licensed Methods and accordingly, the Franchisee shall convert, design and decorate the Franchised Location in accordance with the Franchisor’s plans and specifications which are contained in a Design and Construction Manual that is considered, for the purposes of this Agreement, to be a part of the Operations Manual, defined in Section 8.1 . The Franchisee shall hire an architect/designer to prepare written plans for the Store’s layout and construction, which plans shall be submitted to the Franchisor for its prior written approval. Throughout the term of this Agreement, the Franchisee shall also obtain the Franchisor’s written consent to any remodeling or decoration of the premises before remodeling or decorating begins, recognizing that such remodeling, decoration and any related costs are the Franchisee’s sole responsibility. If the Franchisee remodels its Store or if the Franchisee relocates its Store at any time during the term of this Agreement, the Franchisee shall pay the Franchisor $2,500 for the Franchisor’s review and approval of the new Store design.

5.3. Signs . The Franchisee shall purchase or otherwise obtain for use at the Franchised Location and in connection with the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, signs which comply with the standards and specifications of the Franchisor as set forth in the Operations Manual, as that term is

defined in Section 8.1 . It is the Franchisee’s sole responsibility to insure that any signs comply with applicable local ordinances, building codes and zoning regulations. Any modifications to the Franchisor’s standards and specifications for signs that must be made due to local ordinances, codes or regulations shall be submitted to the Franchisor for prior written approval. The Franchisee acknowledges the Marks, or any other name, symbol or identifying marks on any signs shall only be used in accordance with the Franchisor’s standards and specifications and only with the prior written approval of the Franchisor.

5.4. Equipment . The Franchisee shall purchase or otherwise obtain for use at the Franchised Location and in connection with the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, equipment of a type and in an amount which complies with the standards and specifications of the Franchisor. The Franchisee acknowledges that the type, quality, configuration, capability and/or performance of the equipment are all standards and specifications which are a part of the Licensed Methods and therefore such equipment must be purchased, leased, or otherwise obtained in accordance with the Franchisor’s standards and specifications and only from suppliers or other sources approved by the Franchisor. The Franchisee must purchase a facsimile machine and connect it to a phone line that is separate from the main phone number for the Store. The Franchisee shall equip the Store with an integrated store information system (“ System ”), computer hardware and software, printers and other designated equipment consistent with the standards and specifications of the Franchisor. The Franchisor requires that it be given reasonable access to information and data regarding the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store by computer modem with a separate phone line dedicated to such modem, or by another form of electronic transmission. The Franchisee must purchase and maintain throughout the term of this Agreement a maintenance and support agreement for the System with the Franchisor’s designated supplier. The Franchisor also requires the Franchisee to obtain and maintain an account with an Internet service provider that meets the Franchisor’s standards and specifications to facilitate electronic communication.

5.5. Electronic Communications . The Franchisee shall obtain and maintain computer hardware, software and an Internet connection meeting the Franchisor’s standards and specifications as they may exist from time to time. The Franchisee agrees that the Franchisor may assign an electronic mail address to the Franchisee and the Franchisee agrees to use such address to access messages and information posted by the Franchisor and other ROCKY MOUNTAIN CHOCOLATE FACTORY franchise owners. The Franchisor may post information about the Franchisee’s Store on the Franchisor’s intranet system for comparative analysis purposes. The Franchisee agrees to participate in the Franchisor’s electronic intranet system and to abide by the terms of use governing it. Information on the Franchisor’s intranet system and the terms of use governing the Franchisor’s intranet system are deemed to be incorporated into the terms of the Operations Manual and any violations of the terms of use will be treated as a violation of the rules governing the Operations Manual.

5.6. Permits and Licenses . The Franchisee agrees to obtain all such permits and certifications as may be required for the lawful construction and operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store together with all certifications from government authorities having jurisdiction over the site, that all requirements for construction and operation have been met, including without limitation, zoning, access, sign, health, safety requirements, building and other required construction permits, licenses to do business and fictitious name registrations, sales tax permits, health and sanitation permits and ratings and fire clearances. The Franchisee agrees to obtain all customary contractors’ sworn statements and partial and final lien waivers for construction, remodeling, decorating and installation of equipment at the Franchised Location. The Franchisee shall sign and deliver to the Franchisor the Permit, License and Construction Certificate set forth as Exhibit V to this Agreement, to confirm Franchisee’s compliance with the Americans with Disabilities Act and other provisions of this Section 5.6 not later than 30 days prior to the date the Store begins operating. Copies of all inspection reports, warnings, certificates and ratings issued by any governmental entity during the term of this Agreement in

connection with the conduct of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store which indicates the Franchisee’s failure to meet or maintain the highest governmental standards, or less than full compliance by the Franchisee with any applicable law, rule or regulation, shall be forwarded to the Franchisor within five days of the Franchisee’s receipt thereof.

5.7. Anti-Terrorism Representation . The Franchisee represents to the Franchisor that it and all persons or entities holding any legal or beneficial interest whatsoever in the Franchisee are not included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in Executive Order 13224-Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended.

5.8. Commencement of Operations . Unless otherwise agreed in writing by the Franchisor and the Franchisee, the Franchisee has 180 days from the date of this Agreement within which to complete the initial training program, described in Section 6.1 of this Agreement, develop the Franchised Location and commence operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. Failure to commence operations within this time frame shall constitute grounds for termination under Article 18 of this Agreement. If this Agreement is terminated by the Franchisor for failure to commence operation of the Store within applicable time limits, $5,000 of the initial franchise fee will be refunded to the Franchisee. The Franchisor will extend the time in which the Franchisee has to commence operations for a reasonable period of time in the event factors beyond the Franchisee’s reasonable control prevent the Franchisee from meeting this development schedule, so long as the Franchisee has made reasonable and continuing efforts to comply with such development obligations and the Franchisee requests, in writing, an extension of time in which to have its ROCKY MOUNTAIN CHOCOLATE FACTORY Store established before such development period lapses. However, notwithstanding the Franchisor’s written agreement to extend the Franchisee’s development period, if more than 270 days elapse between the date of this Agreement and the commencement of operation of the Store, the Franchisor reserves the right, in its sole discretion, to require the Franchisee to execute the Franchisor’s then current form of Franchise Agreement or an amendment to this Agreement to conform this Agreement with the terms of the then current Franchise Agreement.

6.1. Initial Training Program . After the Franchisee executes a lease for the Franchised Location, the Franchisee or, if the Franchisee is not an individual, the person designated by the Franchisee to assume primary responsibility for the management of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, (“ General Manager ”) is required to attend and successfully complete the initial training program which is offered by the Franchisor at one of the Franchisor’s designated training facilities. Up to three individuals are eligible to participate in the Franchisor’s initial training program without charge of a tuition or fee. The Franchisee shall be responsible for any and all traveling and living expenses incurred in connection with attendance at the training program. At least one individual must successfully complete the initial training program prior to the Franchisee’s commencement of operation of its ROCKY MOUNTAIN CHOCOLATE FACTORY Store.

6.2. Length of Training . The initial training program shall consist of 7 days of instruction at a location designated by the Franchisor; provided, however, that the Franchisor reserves the right to waive a portion of the training program or alter the training schedule, if in the Franchisor’s sole discretion, the Franchisee or General Manager has sufficient prior experience or training.

6.3. Additional Training . From time to time, the Franchisor may present seminars, conventions or continuing development programs or conduct meetings for the benefit of the Franchisee. The Franchisee or its General Manager shall be required to attend any ongoing mandatory seminars, conventions,

programs or meetings as may be offered by the Franchisor. The Franchisor shall give the Franchisee at least 30 days prior written notice of any ongoing seminar, convention or program that is deemed mandatory. The Franchisor shall not require that the Franchisee attend any ongoing training more often than once a year. All mandatory training will be offered without charge of a tuition or fee; provided, however, the Franchisee will be responsible for all traveling and living expenses which are associated with attendance at the same.

7.1. Franchisor’s Development Assistance . The Franchisor shall provide the Franchisee with assistance in the initial establishment of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store as follows:

     a. Provision of the initial training program to be conducted at the Franchisor’s designated training facilities or at another location designated by the Franchisor, as described in Article 6 above.

     b. Provision of written guidelines for a Franchised Location that shall include, without limitation, specifications for space requirements and build out. The Franchisee acknowledges that the Franchisor shall have no other obligation to provide assistance in the selection and approval of a Franchised Location other than the provision of such written specifications and approval or disapproval of a proposed Franchised Location, which approval or disapproval shall be based on information submitted to the Franchisor in a form sufficient to assess the proposed location as may be required by the Franchisor, in the Franchisor’s sole discretion, and on information gathered by the Franchisor.

     c. Direction regarding the required conversion, design and decoration of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store premises, plus specifications concerning signs, seasonal graphics, music, decor and equipment.

     d. Direction regarding the selection of suppliers of equipment, seasonal graphics, music, items and materials used and inventory offered for sale in connection with the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The Franchisor will determine the Franchisee’s initial inventory of Factory Candy that the Franchisee will purchase, depending on the size and configuration of the Store. After execution of this Agreement, the Franchisor will provide the Franchisee with a list of approved suppliers, if any, of such equipment, items, seasonal graphics, music, materials and inventory and, if available, a description of any national or central purchase and supply agreements offered by such approved suppliers for the benefit of ROCKY MOUNTAIN CHOCOLATE FACTORY franchisees.

     e. Provision of an Operations Manual in accordance with Section 8.1 below.

     f. As the Franchisor may reasonably schedule, and depending on availability of personnel, the Franchisor will make available to the Franchisee at or close to the opening of the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store, a representative (“ Site Representative ”) who will be present for up to five days beginning approximately three days prior to the opening of the Franchisee’s ROCKY MOUNTAIN CHOCOLATE FACTORY Store. If the Franchisee’s Store opens on or near a holiday, however, the Site Representative shall not begin the in-Store assistance until three days after the holiday. Holidays shall include, but not be limited to, New Years Day, Valentines Day, Easter, Memorial Day, Fourth of July, Labor Day, Thanksgiving, Hanukkah and Christmas. There will be no charge to the Franchisee for this service provided by the Franchisor. The Site Representative will assist the Franchisee’s

employees in opening the Store, unless in the Franchisor’s determination, the Franchisee or the General Manager have sufficient prior training or experience.

8.1. Operations Manual . The Franchisor agrees to loan to the Franchisee one or more manuals, technical bulletins, cookbooks and recipes and other written materials (collectively referred to as “ Operations Manual ”) covering Factory Candy ordering, Store Candy manufacturing, processing and stocking and other operating and in-store marketing techniques for the ROCKY MOUNTAIN CHOCOLATE FACTORY Store. The Franchisee agrees that it shall comply with the Operations Manual as an essential aspect of its obligations under this Agreement, that the Operations Manual shall be deemed to be incorporated herein by reference and failure by the Franchisee to substantially comply with the Operations Manual may be considered by the Franchisor to be a breach of this Agreement.

8.2. Confidentiality of Operations Manual Contents . The Franchisee agrees to use the Marks and Licensed Methods only as specified in the Operations Manual. The Operations Manual is the sole property of the Franchisor and shall be used by the Franchisee only during the term of this Agreement and in strict accordance with the terms and conditions hereof. The Franchisee shall not duplicate the Operations Manual nor disclose its contents to persons other than its employees or officers who have signed the form of Confidentiality and Noncompetition Agreement attached hereto as Exhibit VI and incorporated herein by reference. The Franchisee shall return the Operations Manual to the Franchisor upon the expiration, termination or transfer of this Agreement.

8.3. Changes to Operations Manual . The Franchisor reserves the right to revise the Operations Manual from time to time as it deems necessary to update or change operating and marketing techniques, standards and specifications for all components of the Licensed Methods and approved Factory Candy, Items and Store Candy offered by Stores. The Franchisee, within 30 days of receiving any updated information, shall in turn update its copy of the Operations Manual as instructed by the Franchisor and shall conform its operations with the updated provisions within a reasonable time after receipt of such updated information. The Franchisee acknowledges that a master copy of the Operations Manual maintained by the Franchisor at its principal office shall be controlling in the event of a dispute relative to the content of any Operations Manual.

9.1. Franchisor’s Services . The Franchisor agrees that, during the Franchisee’s operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store, the Franchisor shall make available to the Franchisee the following services:

     a. Upon the reasonable request of the Franchisee, consultation by telephone and electronic mail regarding the continued operation and management of a ROCKY MOUNTAIN CHOCOLATE FACTORY Store and advice regarding the retail services, product quality control, inventory issues, customer relations issues and similar advice.

     b. Access to advertising and promotional materials as may be developed by the Franchisor, the cost of which may be passed on to the Franchisee at the Franchisor’s option.

     c. On-going updates of information and programs regarding the candy industry, the ROCKY MOUNTAIN CHOCOLATE FACTORY concept and related Licensed Methods, including, without limitation, information about special or new products which may be developed and made available to ROCKY MOUNTAIN CHOCOLATE FACTORY franchisees.

     d. Depending on availability, allow replacement or additional General Managers to attend the initial training program. The Franchisor reserves the right to charge a tuition or fee in an amount payable in advance, commensurate with the Franchisor’s then current published prices for such training. The Franchisee shall be responsible for all travel and living expenses incurred by its personnel during the training program. Further, the availability of the training program shall be subject to space considerations and prior commitments to new ROCKY MOUNTAIN CHOCOLATE FACTORY franchisees.

9.2. Additional Franchisor Services . Although not obligated to do so, upon the reasonable request of the Franchisee, the Franchisor may make its employees or designated agents available to the Franchisee for on-site advice and assistance in connection with the on-going operation of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store governed by this Agreement. In the event that the Franchisee requests such additional assistance and the Franchisor agrees to provide the same, the Franchisor reserves the right to charge the Franchisee for all travel, lodging, living expenses, telephone charges and other identifiable expenses associated with such assistance, plus a fee based on the time spent by each employee on behalf of the Franchisee, which fee will be charged in accordance with the then current daily or hourly rates being charged by the Franchisor for assistance.

10. FRANCHISEE’S OPERATIONAL COVENANTS

10.1. Store Operations . The Franchisee acknowledges that it is solely responsible for the successful operation of its ROCKY MOUNTAIN CHOCOLATE FACTORY Store and that the continued successful operation thereof is, in part, dependent upon the Franchisee’s compliance with this Agreement and the Operations Manual. In addition to all other obligations contained in this Agreement and in the Operations Manual, the Franchisee covenants that:

     a. The Franchisee shall maintain clean, efficient and high quality ROCKY MOUNTAIN CHOCOLATE FACTORY Store operations and shall operate the business in accordance with the Operations Manual and in such a manner as not to detract from or adversely reflect upon the name and reputation of the Franchisor and the goodwill associa