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                                                                     EXHIBIT 4.2


                            CHANGE IN TERMS AGREEMENT

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<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: $2,800,000.00             Interest Rate: 6.000%      Date of Agreement: August 31, 2001
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DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE DATED MAY 3, 2000 IN THE
PRINCIPAL SUM OF $1,000,000.00 PAYABLE TO WELLS FARGO BANK WEST, N.A. WITH A
MATURITY DATE OF MAY 3, 2002.

DESCRIPTION OF COLLATERAL. DEED OF TRUST DATED MAY 03, 2000 TO THE PUBLIC
TRUSTEE OF LA PLATA COUNTY, RECORDED ON MAY 05 2000 UNDER RECEPTION NO. 785979,
AND ASSIGNMENT OF LEASES AND RENTS RECORDED MAY 05, 2000 UNDER RECEPTION NO.
785980; ADDITIONALLY LOAN IS SECURED BY UCC-1 AND SECURITY AGREEMENT ON ALL
BUSINESS ASSETS AS DESCRIBED THEREIN.

DESCRIPTION OF CHANGE IN TERMS. PRINCIPAL SUM OF LOAN IS HEREBY INCREASED FROM
$1,000,000.00 TO $2,800,000.00. ADDITIONALLY, MATURITY DATE IS HEREBY EXTENDED
FROM MAY 03, 2002 TO AUGUST 31, 2005, SUBJECT TO PAYMENT SCHEDULE BELOW.

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 Eight Hundred
Thousand & 00/100 Dollars ($2,800,000.00), together with interest at the rate of
6.000% per annum on the unpaid principal balance from August 31, 2001, until
paid in full.

PAYMENT. Borrower will pay this loan in 47 regular payments of $65,500.00 each
and one irregular last payment estimated at $84,891.33. Borrower's first payment
is due September 30, 2001, and all subsequent payments are due on the same day
of each month after that. Borrower's final payment will be due on August 30,
2005, and will be for all principal and all accrued interest not yet paid.
Payments include principal and interest. Interest on this Agreement is computed
on a 365/360 simple interest 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.

PREPAYMENT. 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
under the payment schedule. Rather, early payments will reduce the principal
balance due and may result in Borrower's making fewer payments. 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 Agreement, 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 interest rate on this Agreement 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 under this
           Agreement:

           Payment Default. Borrower fails to make any payment when due under
           the Indebtedness.

           Other Defaults. Borrower fails to comply with or to perform any other
           term, obligation, covenant or condition contained in this Agreement
           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
           Agreement 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
           Indebtedness. 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.

           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 the Indebtedness is impaired.

           Insecurity. Lender in good faith believes itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Agreement 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 Agreement 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,



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                            CHANGE IN TERMS AGREEMENT
Loan No: 75                        (Continued)                         Page 2

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 Agreement will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Colorado. This
Agreement 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.

COLLATERAL. Borrower acknowledges this Agreement is secured by DEED OF TRUST AND
COLLATERAL DOCUMENTS AS DESCRIBED IN "DESCRIPTION OF COLLATERAL" PARAGRAPH
ABOVE.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation, including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes arid provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

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.

SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on
transfer of Borrower's interest, this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other than Borrower, Lender, without
notice to Borrower, may deal with Borrower's successors with reference to this
Agreement and the Indebtedness by way of forbearance or extension without
releasing Borrower from the obligations of this Agreement or liability under the
Indebtedness.

MISCELLANEOUS PROVISIONS. Lender may delay or forgo enforcing any of its rights
or remedies under this Agreement without losing them. Borrower and any other
person who signs, guarantees or endorses this Agreement, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement, and unless otherwise expressly stated in
writing, no party who signs this Agreement, 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 Agreement are joint and
several.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.


BORROWER


ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

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

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