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Exhibit 10.11    
    


CONFORMED COPY  


 
 

UNITED STATES TRADEMARK ASSIGNMENT    
    


        This United States Trademark Assignment agreement (the "Assignment") is entered into this 16th day of March, 2004, between TCBY
Enterprises, Inc., a Delaware corporation having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400 Salt Lake City, Utah 84121 ("Assignor"), and its wholly-owned
subsidiary, TCBY Systems, LLC, a Delaware limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignee"). 


        A.    Assignor
is the owner of the United States trademarks and service marks set forth on the attached Schedule A, all common rights relating thereto, and all
registrations and applications relating thereto (the "Marks"); and 



        B.    Assignor
has agreed to assign the Marks and the goodwill of the business attendant thereto, if any, and the parties wish to memorialize the transfer of the Marks and
goodwill of the business associated therewith to Assignee. 


        NOW,
THEREFORE, for good and valuable consideration, receipt of which is herby acknowledged, the parties hereto agree as follows: 


        1.     Assignment. Assignor does hereby sell, assign, transfer, and set over unto said Assignee, its entire right, title and
interest in, to and under said Marks, together with the entire goodwill of the business in connection with which said Marks are used, and in and to all income, royalties, damages and payments now or
thereafter due or payable with respect thereto in and to all causes of action (either at law or in equity) and the right to sue, counterclaim, and recover for past, present and future infringement of
the rights assigned or to be assigned under this Assignment. 


        2.     Assumption. In consideration of the assignment set forth above, Assignee hereby agrees to assume all liabilities and
obligations of the Assignor arising out of or related to the Marks, including without limitation, any such liabilities and obligations that arise from periods prior to the date of this Assignment. 



        3.     Further Assurances. Assignor hereby agrees to execute all papers and to perform such other proper acts as Assignee or its
successors or assigns may deem reasonably necessary to secure to Assignee or to its successors or assigns, the rights transferred hereby, including without limitation, any documents necessary to
record this Assignment with the United States Patent and Trademark Office and any other federal and state agency. 


        4.     Miscellaneous. 



        (a)   Governing Law. This Assignment shall be governed by the laws of the State of Utah (other than its rules of conflicts of
law to the extent that the application of the laws of another jurisdiction would be required thereby). 


        (b)   Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be an original, and all
of which shall together constitute a single instrument. 


        (c)   Descriptive Headings. Descriptive headings of the Sections of this Assignment are inserted for convenience only and shall
not affect the meaning of this Assignment.

 




        IN
WITNESS WHEREOF, the parties have caused this Assignment to be executed below, on the date indicated, by a duly authorized officer thereof. 



	TCBY ENTERPRISES, INC.	 	 
	

By:	

/s/ SANDRA BUFFA
	
 	

 
	Name:	Sandra Buffa	 	 
	Title:	Sr. Vice President	 	 
	
TCBY SYSTEMS, LLC	
 	

 
	

By:	

/s/ MICHAEL WARD
	
 	

 
	Name:	Michael Ward	 	 
	Title:	Sr. Vice President	 	 







 


SCHEDULE A  


TRADEMARKS  


 U.S. Registrations

TCBY Enterprises, Inc.  



	No.
	 	Trademark
	 	Country
	 	Registration Number
	 	Registration Date

	1	 	ALL THE PLEASURE. NONE OF THE GUILT.	 	United States	 	1,341,281	 	Jun-11-1985
	2	 	ALL THE PLEASURE. NONE OF THE GUILT.	 	United States	 	1,341,713	 	Jun-11-1985
	3	 	DESIGN ONLY*	 	United States	 	1,819,286	 	Feb-01-1994
	4	 	CAPPUCCINO CHILLER (Stylized Letters)	 	United States	 	2,142,775	 	Mar-10-1998
	5	 	GREAT TASTE. NO WAIST.	 	United States	 	1,414,577	 	Oct-21-1986
	6	 	KIDDIE PRESCRIPTION	 	United States	 	1,460,412	 	Oct-06-1987
	7	 	MIKE & MATTIE'S*	 	United States	 	2,228,869	 	Mar-02-1999
	8	 	MOO	 	United States	 	1,793,248	 	Sep-14-1993
	9	 	NOBODY TREATS ME LIKE TCBY	 	United States	 	1,542,036	 	May-30-1989
	10	 	NOBODY TREATS YOU LIKE TCBY	 	United States	 	1,534,756	 	Apr-11-1989
	11	 	ORCHARD BLEND SMOOTHIES	 	United States	 	2,175,157	 	Jul-21-1998
	12	 	ORCHARD BLEND SMOOTHIES (Stylized Letters)	 	United States	 	2,175,158	 	Jul-21-1998
	13	 	PAWS-A-THON	 	United States	 	1,496,141	 	Jul-12-1988
	14	 	SENSIBLE TEMPTATIONS	 	United States	 	1,776,095	 	Jun-08-1993
	15	 	SHIVER	 	United States	 	2,163,218	 	Jun-09-1998
	16	 	SHIVER	 	United States	 	2,163,219	 	Jun-09-1998
	17	 	SOMETHING SPECIAL FOR EVERYONE! (Stylized Letters)	 	United States	 	2,571,873	 	May-21-2002
	18	 	SUMMER COOLERS	 	United States	 	1,773,793	 	May-25-1993
	19	 	SUMMER COOLERS	 	United States	 	1,426,719	 	Jan-27-1987
	20	 	SUNDETTE	 	United States	 	1,757,078	 	Mar-09-1993
	21	 	SUNDETTES	 	United States	 	1,726,014	 	Oct-20-1992
	22	 	SUPERFRESH (& Design)*	 	United States	 	2,084,632	 	Jul-29-1997
	23	 	TCBY	 	United States	 	1,901,091	 	Jun-20-1995
	24	 	TCBY	 	United States	 	2,066,904	 	Jun-03-1997
	25	 	TCBY*	 	United States	 	2,066,903	 	Jun-03-1997
	26	 	TCBY	 	United States	 	1,463,784	 	Nov-03-1987
	27	 	TCBY	 	United States	 	1,415,353	 	Oct-28-1986
	28	 	TCBY*	 	United States	 	1,849,396	 	Aug-09-1994
	29	 	"TCBY" (& Design)	 	United States	 	2,382,569	 	Sep-05-2000
	30	 	TCBY*	 	United States	 	1,806,816	 	Nov-23-1993
	31	 	"TCBY" (& Design)*	 	United States	 	1,805,601	 	Nov-16-1993
	32	 	TCBY (& Cone Design)	 	United States	 	1,550,397	 	Aug-01-1989
	33	 	TCBY FRUITHEAD SMOOTHIES (& Design)	 	United States	 	2,799,165	 	Dec-23-2003
	34	 	TCBY SHIVER	 	United States	 	1,562,438	 	Oct-24-1989
	35	 	TCBY TREATS	 	United States	 	2,145,364	 	Mar-17-1998
	36	 	TCBY TREATS*	 	United States	 	2,145,363	 	Mar-17-1998
	37	 	TCBY TREATS	 	United States	 	2,054,972	 	Apr-22-1997
	38	 	"TCBY" TREATS (Stylized Letters)	 	United States	 	2,145,359	 	Mar-17-1998
	39	 	"TCBY" TREATS (Stylized Letters)*	 	United States	 	2,145,360	 	Mar-17-1998
	40	 	"TCBY" TREATS (Stylized Letters)	 	United States	 	2,145,362	 	Mar-17-1998
	41	 	"TCBY" TREATS (Stylized Letters)*	 	United States	 	2,145,361	 	Mar-17-1998




 

	42	 	"TCBY" TREATS (Stylized Letters)	 	United States	 	2,052,883	 	Apr-15-1997
	43	 	"TCBY" TREATS (Stylized Letters)	 	United States	 	2,222,442	 	Feb-09-1999
	44	 	"TCBY" THE COUNTRY'S BEST YOGURT	 	United States	 	1,415,194	 	Oct-28-1986
	45	 	"TCBY" THE COUNTRY'S BEST YOGURT (Stylized Letters)	 	United States	 	1,367,174	 	Oct-22-1985
	46	 	TCBY YOGURT	 	United States	 	1,338,536	 	May-28-1985
	47	 	THE COUNTRY'S BEST YOGURT	 	United States	 	1,672,857	 	Jan-21-1992
	48	 	WINTER WARMERS	 	United States	 	1,408,813	 	Sep-09-1986
	49	 	YOG-A-BAR	 	United States	 	1,614,096	 	Sep-18-1990
	50	 	YOGWICH	 	United States	 	1,567,404	 	Nov-21-1989
	51	 	YOGWICH (& Design)	 	United States	 	1,281,824	 	Jun-12-1984
	52	 	JUICE WORKS (& Design)	 	United States	 	2,313,424	 	Feb-01-2000
	53	 	JUICE WORKS	 	United States	 	1,978,917	 	Jun-04-1996
	54	 	JUICE WORKS (& Design)*	 	United States	 	2,089,726	 	Aug-19-1997
	55	 	JUICE WORKS (& Design)*	 	United States	 	2,165,598	 	Jun-16-1998
	56	 	JUICE WORKS SQUEEZING & PLEASING (& Design)*	 	United States	 	2,133,019	 	Jan-27-1998
	57	 	JUICE WORKS (& Design)	 	United States	 	2,169,323	 	Jun-30-1998







 


TRADEMARKS  


 U.S. Applications

TCBY Enterprises, Inc.  



	No.
	 	Trademark
	 	Country
	 	Application Number
	 	Application Date

	1	 	GOURMET SOFT	 	United States	 	78/240,227	 	Apr-21-2003
	2	 	SUB ZERO ISLAND	 	United States	 	78/226,393	 	Mar-17-2003
	3	 	TCBY MOO MALT (& Design)	 	United States	 	78/208,552	 	Jan-29-2003














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Exhibit 10.11


UNITED STATES TRADEMARK ASSIGNMENT