<PAGE>   1
                                                                     EXHIBIT 4.4


                                 PROMISSORY NOTE

<Table>
<S>            <C>                                                    <C>            <C>
Borrower:      ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.                  Lender:       Wells Fargo Bank West, N.A.
               (TIN: 84-0910696)                                                     Durango Main
               265 TURNER DRIVE                                                      1063 Main Avenue
               DURANGO, CO 81303                                                     Durango, CO 81301

Principal Amount: $2,000,000.00     Initial Rate: 6.000%      Date of Note: August 31, 2001
</Table>

PROMISE TO PAY. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. ("Borrower") promises to
pay to Wells Fargo Bank West, N.A. ("Lender"), or order, in lawful money of the
United States of America, the principal amount of Two Million & 00/100 Dollars
($2,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on July 31, 2002. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning September 30, 2001, with all subsequent interest
payments to be due on the same day of each month after that. Unless otherwise
agreed or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid
collection costs. The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Prime Rate set from time
to time by Lender that serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans and
is set by Lender in its sole discretion. If the Index becomes unavailable during
the term of this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index rate upon Borrower's
request. The interest rate change will not occur more often than each time the
rate changes. Each change in the Prime Rate of interest hereunder shall become
effective on the date each Prime Rate change is announced within Lender.
Borrower understands that Lender may make loans based on other rates as well.
The Index currently is 6.500% per annum. The interest rate to be applied to the
unpaid principal balance of this Note will) be at a rate of 0.500 percentage
points under the Index, resulting in an initial rate of 6.000% per annum.
NOTICE: Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees
not to send Lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes "payment in full" of the amount owed
or that is tendered with other conditions or limitations or as full satisfaction
of a disputed amount must be mailed or delivered to: Wells Fargo Bank, Business
Banking Loan Operations, P.O. Box 659713 San Antonio, TX 78265.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note 5.000 percentage points. The
interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         Payment Default. Borrower fails to make any payment when due under this
         Note.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or in
         any of the related documents or to comply with or to perform any term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this Note
         or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished or becomes false
         or misleading at any time thereafter.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any guarantor, endorser, surety, or accommodation party of
         any of the indebtedness or any guarantor, endorser, surety, or
         accommodation party dies or becomes incompetent, or revokes or disputes
         the validity of, or liability under, any guaranty of the indebtedness
         evidenced by this Note.

         Change In Ownership. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         Insecurity. Lender in good faith believes itself insecure.



<PAGE>   2

                                 PROMISSORY NOTE
Loan No: 26/34                      (Continued)                       Page 2

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
without limitation all attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or
injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Colorado. This Note has
been accepted by Lender in the State of Colorado.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or by an
authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender's office shown
above. Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the instructions of an authorized person or (B) credited to any
of Borrower's accounts with Lender. The unpaid principal balance owing on this
Note at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (B) Borrower or any guarantor ceases doing business or is
insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender; (D) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (E) Lender in good faith
believes itself insecure.

PAYMENT DATE DEFERRAL. Payment invoices will be sent on a date (the "billing
date") which is prior to each payment due date. If this Note is booked after the
billing date for the first scheduled payment, Lender may defer each scheduled
payment date and the .maturity date by one month.

COLLECTION FROM DEPOSIT ACCOUNT. Lender may collect principal, interest, fees,
charges, and other amounts due under this Note by charging Borrower's primary
deposit account as specified in the "Disbursement Request and Authorization"
executed by Borrower in connection with this Note for such amounts as they
become due, or such other deposit account of Borrower as Borrower may otherwise
designate. Should there be insufficient funds in said account to pay such sums
when due, the full unpaid amount of such sums shall be immediately due and
payable by Borrower.

DEFAULT RATE. At Lender's option and without prior notice, upon default or at
any time during the pendency of any event of default under the Note or any
related loan documents, Lender may increase the interest rate applicable to the
Note by five (5) percent (the "Default Rate"), not to exceed the maximum lawful
rate, and said Default Rate shall remain in effect until the default has been
cured and that fact has been communicated to and confirmed by Lender. Lender
shall give written notice to Borrower of tender's imposition of the Default
Rate. Lender's imposition of the Default Rate shall not constitute an election
of remedies or otherwise limit Lender's rights concerning other remedies
available to Lender as a result of the occurrence of an event of default.

ADDITIONAL SECURITY. Notwithstanding anything to the contrary in this or any
related agreement, to further secure the indebtedness and obligations of the
Note and related loan documents, Borrower pledges and grants to Lender a
contractual right of offset and security interest in Borrower's accounts with
Lender and Borrower's accounts with any Wells Fargo Affiliate, whether checking,
savings, investment, or some other account, including without limitation,
accounts held jointly with others and accounts opened in the future, excluding
however all IRAs, Keogh accounts, and trust accounts to the extent a security
interest would be invalid or prohibited by law. As used herein, "Wells Fargo
Affiliate" means any present or future subsidiary of Wells Fargo & Company, and
any subsidiary thereof, and any successors of such financial service companies.

LOAN FEE AUTHORIZATION. Borrower shall pay to Lender any and all fees as
specified in the "Disbursement Request and Authorization" executed by Borrower
in connection with this Note. Such fees are non-refundable and shall be due and
payable in full immediately upon Borrower's execution of this Note.

FINANCIAL STATEMENTS. Borrower agrees to provide to Lender, upon request,
financial statements prepared in a manner and form acceptable to Lender, and
copies of such tax returns and other financial information and statements as may
be requested by Lender. Borrower shall also furnish such information regarding
Borrower or the Collateral as may be requested by Lender. Borrower warrants that
all financial statements and information provided to Lender are and will be
accurate, correct and complete.

INTEREST RATE ADJUSTMENT. If for any reason, Borrower fails to maintain its
primary deposit account with Lender or any affiliate of Lender (defined as the
deposit account into which substantially all of Borrower's receipts from its
operations are deposited and from which substantially all of Borrower's
disbursements for its operations are made), or if Lender is not able to collect
all payments on this Note by charging Borrower's primary deposit account with
Wells Fargo, whether because Borrower cancels the authorization to Lender to do
so, or Borrower fails at any time to maintain sufficient sums in said deposit
account, or Borrower or Lender closes the account, or for any other reason, then
Lender may increase the prematurity interest rate applicable to this Note
immediately and without notice by one percent (1%).

EXTENSION AND RENEWAL. Lender may, at Lender's discretion, renew or extend this
Note by written notice ("Renewal Notice") to Borrower. Such renewal or extension
shall be effective as of the maturity date of this Note, and may be conditioned
among other things on modification of Borrower's obligations hereunder,
including but not limited to a decrease in the amount available under this Note,
an increase in the interest rate applicable to this Note and/or payment of a fee
for such renewal or extension. In addition, Lender may increase the principal
amount available under the Note at any time. Borrower shall be deemed to have
accepted the terms of each Renewal Notice, including any notice of an increase
in availability, if Borrower does not deliver to Lender written rejection of
such renewal or extension within 10 days following the date of such Renewal
Notice, or if Borrower draws additional funds following receipt of such Renewal
Notice. After any renewal or extension of Borrower's obligations under this
Note, the term "maturity date" as used in this Note shall mean the new maturity
date set forth in the Renewal Notice. This Note may be renewed and extended
repeatedly in this manner.

CREDIT BUREAU INQUIRIES. The parties to this Agreement, and each individual
signing below in a representative capacity, agree that Lender may obtain
business and/or personal credit reports and tax returns on each of them in their
individual capacities.



<PAGE>   3
                                 PROMISSORY NOTE
Loan No: 26/34                      (Continued)                       Page 3

APPLICATION OF PAYMENTS. Notwithstanding the application of payment provided in
the Payment section of this Note, unless otherwise agreed, all sums received
from Borrower may be applied to interest, fees. principal, or any other amounts
due to Lender in any order at Lender's sole discretion. If a final payment
amount is set out in the Payment section of this Note, Borrower understands that
it is an estimate, and that the actual final payment amount will depend upon
when payments are received and other factors.

ADDITIONAL EVENTS OF DEFAULT. If the Borrower is a partnership, in addition to
the Events of Default described above, the following shall also be an Event of
Default: (a) the resignation or expulsion of any general partner with an
ownership interest of twenty-five percent (25%) or more in any Borrower which is
a partnership or (b) if any general partner of Borrower is generally not paying
its debts as they become due.

FURTHER ASSURANCES. The parties hereto agree to do all things deemed necessary
by Lender in order to fully document the loan evidenced by this Note and any
related agreements, and will fully cooperate concerning the execution and
delivery of security agreements, stock powers, instructions and/or other
documents pertaining to any collateral intended to secure the Indebtedness. The
undersigned agree to assist in the cure of any defects in the execution,
delivery or substance of this Note and related agreements, and in the creation
and perfection of any liens, security interests or other collateral rights
securing this Note.

CONSENT TO SELL LOAN. The parties hereto agree: (a) Lender may sell or transfer
all or part of this loan to one or more purchasers, whether related or unrelated
to Lender; (b) Lender may provide to any purchaser, or potential purchaser, any
information or knowledge Lender may have about the parties or about any other
matter relating to this loan obligation, and the parties waive any rights to
privacy it may have with respect to such matters; (c) the purchaser of a loan
will be considered its absolute owner, and will have all the rights granted
under the loan documents or agreements governing the sale of the loan; and (d)
the purchaser of a loan may enforce its interests irrespective of any claims or
defenses that the parties may have against Lender.

FACSIMILE AND COUNTERPART. This document may be signed in any number of separate
copies, each of which shall be effective as an original, but all of which taken
together shall constitute a single document. An electronic transmission or other
facsimile of this document or any related document shall be deemed an original
and shall be admissible as evidence of the document and the signer's execution.

ARBITRATION. ARBITRATION AGREEMENT.

Binding Arbitration. Lender and each party to this agreement hereby agree, upon
demand by any party, to submit any Dispute to binding arbitration in accordance
with the terms of this Arbitration Program. A "Dispute" shall include any
dispute, claim or controversy of any kind, whether in contract or in tort, legal
or equitable, now existing or hereafter arising, relating in any way to this
Agreement or any related agreement incorporating this Arbitration Program (the
"Documents"), or any past, present, or future loans, transactions, contracts,
agreements, relationships, incidents or injuries of any kind whatsoever relating
to or involving Business Banking, Community Banking, or any successor group or
department of Lender. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN
COURT BY A JUDGE OR JURY.

Governing Rules. Any arbitration proceeding will (i) be governed by the Federal
Arbitration Act (Title 9 of the United States Code), notwithstanding any
conflicting choice of law provision in any of the documents between the parties;
and (ii) be conducted by the AAA, or such other administrator as the parties
shall mutually agree upon, in accordance with the AAA's commercial dispute
resolution procedures, unless the claim or counterclaim is at least
$1,000,000.00 exclusive of claimed interest, arbitration fees and costs in which
case the arbitration shall be conducted in accordance with the AAA's optional
procedures for large, complex commercial disputes (the commercial dispute
resolution procedures or the optional procedures for large, complex commercial
disputes to be referred to, as applicable, as the "Rules"). If there is any
inconsistency between the terms hereof and the Rules, the terms and procedures
set forth herein shall control. Arbitration proceedings hereunder shall be
conducted at a location mutually agreeable to the parties, or if they cannot
agree, then at a location selected by the AAA in the state of the applicable
substantive law primarily governing the Credit. Any party who fails or refuses
to submit to arbitration following a demand by any other party shall bear all
costs and expenses incurred by such other party in compelling arbitration of any
Dispute. Arbitration may be demanded at any time, and may be compelled by
summary proceedings in Court. The institution and maintenance of an action for
judicial relief or pursuit of a provisional or ancillary remedy shall not
constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief. The arbitrator shall award all costs and expenses of
the arbitration proceeding. Nothing contained herein shall be deemed to be a
waiver by any party that is a bank of the protections afforded to it under 12
U.S.C. Section 91 or any similar applicable state law.

No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration
requirement does not limit the right of any party to (i) foreclose against real
or personal property collateral; (ii) exercise self-help remedies relating to
collateral or proceeds of collateral such as setoff or repossession; or (iii)
obtain provisional or ancillary remedies such as replevin, injunctive relief,
attachment or the appointment of a receiver, before during or after the pendency
of any arbitration proceeding. This exclusion does not constitute a waiver of
the right or obligation of any party to submit any Dispute to arbitration or
reference hereunder, including those arising from the exercise of the actions
detailed in sections (i), (ii) and (iii) of this paragraph.

Arbitrator Qualifications and Powers. Any arbitration proceeding in which the
amount in controversy is $5,000,000.00 or less will be decided by a single
arbitrator selected according to the Rules, and who shall not render an award of
greater than $5,000,000.00. Any Dispute in which the amount in controversy
exceeds $5,000,000.00 shall be decided by majority vote of a panel of three
arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations. Every arbitrator must be a
practicing attorney or a retired member of the state or federal judiciary, in
either case with a minimum of ten years experience in the substantive law
applicable to the subject matter of the Dispute. The arbitrator will determine
whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim. In any arbitration proceeding the
arbitrator will decide (by documents only or with a hearing at the arbitrator's
discretion) any pre-hearing motions which are similar to motions to dismiss for
failure to state a claim or motions for summary adjudication. The arbitrator
shall resolve all Disputes in accordance with the applicable substantive law and
may grant any remedy or relief that a court of such state could order or grant
within the scope hereof and such ancillary relief as is necessary to make
effective any award. The arbitrator shall also have the power to award recovery
of all costs and fees, to impose sanctions and to take such other action as the
arbitrator deems necessary to the same extent a judge could pursuant to the
Federal Rules of Civil Procedure, the applicable State Rules of Civil Procedure,
or other applicable law. Judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction.

Discovery. In any arbitration proceeding discovery will be permitted in
accordance with the Rules. All discovery shall be expressly limited to matters
directly relevant to the Dispute being arbitrated and must be completed no later
than 20 days before the hearing date and within 180 days of the filing of the
Dispute with the AAA. Any requests for an extension of the discovery periods, or
any discovery disputes, will be subject to final determination by the arbitrator
upon a showing that the request for discovery is essential for the party's
presentation and that no alternative means for obtaining information is
available.

Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and
the parties shall take all action required to conclude any arbitration
proceeding within 180 days of the filing of the Dispute with the AAA. The
resolution of any Dispute shall be determined by a separate arbitration
proceeding and such Dispute shall not be consolidated with other disputes or
included in any class proceeding. No arbitrator or other party to an arbitration
proceeding may disclose the existence, content or results thereof, except for
disclosures of information by a party required in the ordinary course of its
business or by applicable law or regulation. If more than one agreement for
arbitration by or between the parties potentially applies to a Dispute, the
arbitration provision most directly related to the documents between the parties
or the subject



<PAGE>   4

                                 PROMISSORY NOTE
Loan No: 26/34                     (Continued)                        Page 4

matter of the Dispute shall control. This arbitration provision shall survive
termination, amendment or expiration of any of the documents or any relationship
between the parties.

OVERDRAFT PROTECTION. If Borrower has elected Overdraft Protection on a
designated business checking account with Lender, overdrafts in amounts in
excess of $10.00 will be automatically covered by an advance under this Note,
subject to any minimum advance provisions applicable to your line of credit, and
subject to any other overdraft protection terms. Overdraft advances may be
withheld at Lender's discretion if the advance would cause the Note balance to
exceed the maximum amount available under this Note, or if this Note is
delinquent or closed.

OTHER WORKING CAPITAL LINES. Borrower shall not obtain a working capital line of
credit from another lender without the prior written consent of Lender.

ADVANCES. Notwithstanding anything to the contrary, requests for advances
communicated to any office of Lender by any person believed by Lender in good
faith to be authorized to make the request, whether written, verbal, telephonic
or electronic, may be acted upon by Lender, and Borrower will be liable for sums
advanced by Lender pursuant to such request. Such requests for advances shall be
deemed authorized by Borrower, and Lender shall not be liable for such advances
made in good faith. Borrower agrees to indemnify and hold Lender harmless from
and against all damages, liabilities, costs and expenses (including attorney's
fees) arising out of any claim by Borrower or any third party against Lender in
connection with Lender's performance of transfers as described above.

LETTERS OF CREDIT AND FOREIGN EXCHANGE. Trade Finance Subfeatures. Borrower
shall have available a Letter of Credit Subfeature and a Foreign Exchange
Subfeature as described in this section, in a total amount not to exceed the
available principal amount of the line of credit evidenced by this Note. 1.
Letter of Credit Subfeature. As a subfeature this Note, Lender may from time to
time issue or cause to be issued by a Wells Fargo Affiliate (such Lender or
Wells Fargo Affiliate being referred to herein as the "Issuer") for your
account, commercial and/or standby letters of credit (each individually, a
"Letter of Credit" and collectively "Letters of Credit"1; provided however, that
the form and substance of each Letter of Credit shall be the subject to approval
by the Issuer in its sole discretion. Each Letter of Credit shall be issued for
a term designated by Borrower; provided however, that no Letter of Credit shall
have an expiration subsequent to the maturity of the Note. Each Letter of Credit
shall be subject to the terms and conditions of a Letter of Credit Agreement and
related documents, if any, required by Issuer in connection with the issuance of
such Letter of Credit (each individually a "Letter of Credit Agreement" and
collectively, the "Letter of Credit Agreements"). Each draft paid by Issuer
under a Letter of Credit and reimbursed by Lender and shall be paid with an
advance under the Note and shall be repaid by Borrower in accordance with the
terms and conditions of the Note applicable to such advances; provided however,
that if advances under the Note are not available, for any reason whatsoever, at
the time any amount is paid by Lender, then the full amount of such advance
shall be immediately due and payable, together with interest thereon, from the
date such amount is paid by Issuer or Lender to the date such amount is fully
repaid by Borrower, at the rate of interest applicable to advances under the
Note. In such event, Borrower agrees that Issuer or Lender, at Issuer's or
Lender's sole discretion, may debit Borrower's deposit account(s) with Lender or
a Wells Fargo Affiliate for the amount of any such draft. Upon the issuance of
an amendment to a Letter of Credit, upon the reimbursement by Lender of a draft
under any Letter of Credit, and otherwise as agreed by Borrower and Issuer
pursuant to the Letter of Credit Agreements, Borrower shall pay to Issuer or
Lender fees determined in accordance with Issuer's/Lender's standard fees and
charges at such time. 2. Foreign Exchange Subfeature. As a subfeature of this
Note, Lender or a Wells Fargo Affiliate (such Lender or Wells Fargo Affiliate
being referred to herein as the "Exchanger") may make available to Borrower a
foreign exchange facility under which Exchanger, from time to time up to and
including the maturity date of the Note, will enter into foreign exchange
contracts for the account of Borrower for the purchase and/or sale by Borrower
in United States Dollars of the foreign currency or currencies specified in the
foreign exchange agreement establishing the foreign exchange facility. Each
foreign exchange transaction shall be subject to the terms and conditions of the
foreign exchange agreement, the form and substance of which must be acceptable
to the Exchanger in all respects in its sole discretion. 3. Subfeature Limits.
The outstanding amount of all Letters of Credit and foreign exchange contracts,
plus the reserve percentage applicable to foreign exchange contracts, shall be
reserved under the Note and shall not be available for Note advances. The amount
of all outstanding foreign exchange contracts plus a reserve percentage of 20%
of said amount, plus the aggregate principal amount of all outstanding Letters
of Credit, plus the principal amounts of any advances outstanding under the
Note, shall not at any time exceed the principal amount of the Note, unless
allowed by Lender at Lender's full discretion. Any excess amount shall be fully
due and payable immediately without notice. As used herein, Wells Fargo
Affiliate means any present or future subsidiary of Wells Fargo & Company, any
subsidiary thereof, and any successors of such financial service companies.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER


ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

By:     /s/ Bryan J. Merryman
        --------------------------------

BRYAN J. MERRYMAN, Chief Financial Officer of
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.