Exhibit 10.3

KAHALA FRANCHISE CORP.

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

MASTER LICENSE AGREEMENT

TABLE OF CONTENTS

EXHIBITS:

Schedule A: -List of Pre-Approved locations for Co-Branded Stores
Schedule B: -Amendment to Cols Stone Franchise Agreement
Schedule C: -Sales Report

MASTER LICENSE AGREEMENT

This Agreement dated the 17th of August, 2009.

BETWEEN:

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

(hereafter “RMCF”)

- a n d -

KAHALA FRANCHISE CORP.

(hereafter “Cold Stone”)

          WHEREAS, RMCF franchises gourmet chocolate and confections stores and manufactures an extensive line of premium chocolates and other confectionery products under the Rocky Mountain Chocolate Factory E: name and associated trademarks and service marks; and

          WHEREAS, Cold Stone owns, operates and has developed a system for the sale of ice cream, frozen yogurt, cakes, pies, smoothies, shakes, specialty beverage products and other frozen dessert products under the Cold Stone Creamery ^® name and associated trademarks and service marks; and

          WHEREAS, Cold Stone and RMCF are desirous of co-branding together to permit Cold Stone stores to be developed or modified to offer the RMCF brand and RMCF has agreed to license its respective trademarks as more particularly described in this Agreement.

          NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

           Except as otherwise provided herein, the following terms shall have the meanings set forth below:

      1.1 AD

     “AD” means a Cold Stone Area Developer

      1.2 Affiliate

     “Affiliate” means any corporation, company or entity that controls, is controlled by or is under common control with either Cold Stone or RMCF, as the context indicates.

      1.3 Amendment

     “Amendment” means that certain amendment to the Franchise Agreement executed by a Cold Stone Franchisee in order to offer the Services and operate a RMCF Business at the Premises. The form Amendment to a Cold Stone Franchisee’s Franchise Agreement is attached hereto as Schedule B .

      1.4 Co-Branded Store

     “Co-Branded Store” means a combined RMCF/Cold Stone store open for business to the public and may be either a Converted Store or a Greenfield Store.

      1.5 Cold Stone

     “Cold Stone” means Kahala Franchise Corp., a Delaware corporation.

      1.6 Cold Stone Business

     “Cold Stone Business” means the business operated by Cold Stone (or its duly authorized affiliate, franchisee, licensee or sublicensee) at the Premises within which the RMCF Business is to be operated by Cold Stone or a Cold Stone Franchisee.

      1.7 Cold Stone Franchisee

     “Cold Stone Franchisee” means a franchisee who has entered into a franchise agreement with Cold Stone, and an Amendment pursuant to which the franchisee was granted the right to operate a Co-Branded Store at the Premises. Cold Stone Franchisee may include, without limitation, Cold Stone or its respective Affiliates, acting as the owner/operator or licensee of a Co-Branded Store.

      1.8 Cold Stone Operating Manual

     “Cold Stone Operating Manual” means the Operating Manual utilized by Cold Stone in the capacity as Franchisor, as amended from time to time, provided to each Cold Stone Franchisee as part of their operation of the Cold Stone Business.

      1.9 Cold Stone System

     “Cold Stone System” is the system developed by Cold Stone, or its affiliate, for the sale of ice cream, frozen yogurt, cakes, pies, smoothies, shakes, specialty beverage products and other frozen dessert products under the Cold Stone Creamery ^® name and associated trademarks and service marks.

      1.10 Commencement Date

     “Commencement Date” means the date upon which both parties have executed this Agreement.

      1.11 Confidential Information

     “Confidential Information” shall have the meaning set forth in Section 5.5.3.

      1.12 Converted Store.

     “Converted Store” means a store which was initially opened as a Cold Stone store, but which is subsequently renovated pursuant to the terms of this Agreement to sell the RMCF Products and which following such conversion may also be referred to herein as a Co-Branded Store.

      1.13 Dispute

     “Dispute” means any dispute or question that arises during the term of this Agreement between the parties concerning the manner in which to resolve a perceived operational default by a Cold Stone Franchisee.

      1.14 Dispute Resolution Committee

     “Dispute Resolution Committee” means Cold Stone’s Chief Operating Officer or such other senior operations manager of Cold Stone designated by Cold Stone from time to time to serve in such capacity and RMCF’s Chief Operating Officer or such other senior operations manager of RMCF designated by RMCF from time to time to serve in such capacity.

      1.15 Equipment

     “Equipment” means the System standard fixtures, furnishings, equipment, smallwares and signage required to commence operation of the RMCF Business.

      1.16 Franchise Agreement

     “Franchise Agreement” means that certain franchise agreement between Cold Stone and a Cold Stone Franchisee regarding the operation of the Cold Stone Business at the Premises.

      1.17 Greenfield Store.

     “Greenfield Store” means a store which pursuant to the terms of this Agreement is developed and constructed to include both RMCF and Cold Stone products and which opens and operates as a Co-Branded Store from its first date of operation.

      1.18 Information

     “Information” shall have the meaning set forth in Section 5.5.3.

      1.19 Intellectual Property Rights

     “Intellectual Property Rights” means: (a) any and all proprietary rights provided under: (1) patent law; (2) copyright law; (3) trade-mark law; (4) design patent or industrial design law; and (5) any other statutory provision or common law principle applicable to this Agreement, including trade secret law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventions or know-how; and (b) any and all applications, registrations, licenses, sublicenses, agreements or any other evidence of a right in any of the foregoing.

      1.20 Inventory

     “Inventory” means any and all ongoing inventory required to offer and sell the Services in accordance with the RMCF Operating Manual as may be adapted by the consent of both parties for particular Premises.

      1.21 Joint Operating Manual

     “Joint Operating Manual” means all books, bulletins, notices, correspondence, training sessions, video or audio tapes, computer media, web casts, online training modules or other materials jointly prepared by or on behalf of Cold Stone and RMCF jointly for use by the Cold Stone Franchisees, setting out information, advice, standards, requirements, procedures, instructions or policies relating to the offering, sale and performance of the Services. Until such Joint Operating Manual is created, Cold Stone Franchisees shall be required to operate the RMCF Business pursuant to the guidelines set forth in the RMCF Operating Manual.

      1.22 Marks

     “Marks” means the trade-marks, trade names, design marks, service marks, designs, logos, and/or brand names, domain names, and other intellectual property, adopted by RMCF or Cold Stone in connection with their respective Systems. For purposes of this Agreement, Cold Stone’s Marks shall include those Marks listed in its current Franchise Disclosure Document, which are incorporated herein by reference, as such list may be amended from time to time. RMCF’s Marks shall include those Marks listed in its current Franchise Disclosure Document, which are incorporated herein by reference, as such list may be amended from time to time.

      1.23 Offending Portion

     “Offending Portion” shall have the meaning set forth in Section 12.4.

      1.24 Operational Support

     “Operational Support” means collectively the AD, RDO and any RMCF personnel providing training and operational support to the Cold Stone Franchisee.

      1.25 Premises

     “Premises” means the premises within which the Co-Branded Store is located.

      1.26 Premises Specifications

     “Premises Specifications” shall have the meaning set forth in Section 3.4.

      1.27 RDO

     “RDO” means a Cold Stone Regional Director of Operations.

      1.28 RMCF

     “RMCF” means Rocky Mountain Chocolate Factory, Inc., a Colorado corporation.

      1.29 RMCF Business

     “RMCF Business” means the business operated at the Premises by Cold Stone, or its duly authorized affiliate, franchisee, licensee, or sublicensee, pursuant to the RMCF System, the Amendment and in accordance with the terms of this Agreement.

      1.30 RMCF Operating Manual

     “RMCF Operating Manual” means the Operating Manual utilized by RMCF and as amended from time to time, provided to each Cold Stone Franchisee as part of their operation of the RMCF Business or until such time as the Joint Operating Manual has been prepared and approved for use by Cold Stone Franchisees.

      1.31 RMCF System

     “RMCF System” means the system developed by RMCF, or its affiliate, for the sale of gourmet chocolate and confections and other products under the Rocky Mountain Chocolate Factory ^® name and associated trademarks and service marks and RMCF’ s proprietary methods of doing business.

      1.32 Sales Report

     “Sales Report” shall have the meaning set forth in Section 7.7.

      1.33 Services

     “Services” means the RMCF program of services and products to be offered from the Premises, as mutually agreed upon by the parties and will include such chocolate, confections, foods, merchandise, supplies, and other items sold, handled, used or otherwise offered by the RMCF Business, as agreed upon between the parties and as permitted by the Joint Operating Manual (if applicable).

      1.34 System

     “System” means either the Cold Stone System or the RMCF System, as the case may be.

      1.35 Term

     “Term” shall have the meaning set forth in Section 2.4.

      1.36 Transfer

     “Transfer” shall have the meaning set forth in Section 8.1

      1.37 UFDD

     “UFDD” shall mean the current standard franchise disclosure document prepared in accordance with the Federal Trade Commission rules regulating the offer and sale of franchises and used by the respective parties or their Affiliates to offer franchises.

2. TERM AND RIGHTS GRANTED

      2.1 Grant

           2.1.1 Subject to terms of this Agreement, RMCF grants to Cold Stone, and its affiliates, the non-exclusive right during the Term, and in accordance with the terms of this Agreement, the RMCF Operating Manual (as amended from time to time) and the Joint Operating Manual (as applicable) to operate the RMCF Business and offer the Services or to allow its Cold Stone Franchisees to do the same, using each of their Systems and Marks. Both parties hereby acknowledge and agree that the grant herein is site specific, non-exclusive, solely for use at the Premises, and that no territory or other protected area is provided to either party or the Cold Stone Franchisees by this Agreement. Cold Stone represents to RMCF that it has full power and authority to bind Cold Stone Creamery, Inc., which as of the Commencement Date of this Agreement may be a party to certain Franchise Agreements, as if it were a named party herein.

      2.2 License to Use Marks

           2.2.1 RMCF grants to Cold Stone an irrevocable (subject to the termination provisions contained in this Agreement) non-exclusive, non-transferable (save in accordance with the provisions of Section 8 of this Agreement) license to use the Marks, in accordance with the terms of this Agreement, the RMCF Operating Manual (as amended from time to time), and the Joint Operating Manual (as applicable), solely in connection with the sale and performance of the Services. Subject to this limited license, neither party shall have any right, title or interest in the Marks of the other party. Neither party may use the Marks of the other party in any manner calculated to represent that it is the owner of the Marks of the party. Neither party will, during the Term nor at any time thereafter, dispute or contest the validity or enforceability of the Marks of the other party, attempt any registration thereof, worldwide, or attempt to dilute the value of any goodwill attaching to the Marks of the other party. Any goodwill associated with the Marks shall belong exclusively to the party that is the owner of the Marks. This grant includes the right of Cold Stone to sublicense or otherwise grant to its respective authorized Cold Stone Franchisee (and only to such person or entity) the rights under this Agreement to operate the RMCF Business at the Premises included in and subject to the sublicense, provided that each party complies with all applicable laws and further provided that RMCF has first approved the form of Amendment to the Franchise Agreement to be executed between Cold Stone and a Cold Stone Franchisee, and has otherwise provided the requisite approvals for the Co-Branded Store.

      2.3 Amendment to Franchise Agreement

           2.3.1. The parties hereto acknowledge that it is not intended that RMCF shall be a franchisor with respect to a Cold Stone Franchisee. It is the expectation of the parties that old Stone shall, pursuant to its Franchise Agreement with its Cold Stone Franchisee, sublicense the RMCF Business and enforce the standards of the RMCF Business directly with its Cold Stone Franchisee. In order to implement such agreement, the parties shall cooperate from time to time to amend the form of amendment to franchise agreement that Cold Stone will use with its Cold Stone Franchisees, a copy of the initial Amendment is attached hereto as Schedule B . The parties further understand that in no event shall the Cold Stone Franchisee receive any rights, license or permission to operate the RMCF Business for a period greater than the lesser of (i) the remaining term of the Cold Stone Franchisee’s term under their Franchise Agreement plus renewals or (ii) the Term of this Agreement, without the express written consent of RMCF. In the event a Co-Branded Store is operated by either party, or by an Affiliate of either party, no Amendment will be required but the Co-Branded

Store will be operated in accordance with the terms of this Agreement, the RMCF Operating Manual (as amended from time to time) and the. Joint Operating Manual (as applicable).

      2.4 Term

           2.4.1. The Term of this Agreement will commence on the Commencement Date and continue until the date upon which the last Co-Branded Store ceases to be open for business pursuant to the provisions of the Amendment.

3. CO-BRANDED STORES

      3.1 Grant of Rights for Co-Branded Stores

     Cold Stone shall offer the rights to execute the Amendment and develop or convert to a Co-Branded Store, to the Cold Stone Franchisees whose locations are listed on Schedule A , attached to this Agreement, and to prospective Cold Stone Franchisees through inclusion of informational disclosures regarding the RMCF Business, together with the Amendment, in its Cold Stone UFDD, which shall be prepared and used in a manner consistent with Cold Stone’s representations, warranties and covenants contained in Section 11.1.7.

      3.2 Approval of Locations for Co-Branded Stores

     The parties agree that only locations that have been approved by both parties may be converted by Cold Stone to a Co-Branded Store or developed as a Greenfie