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                                                                    EXHIBIT 10.5
 
                              SUBLICENSE AGREEMENT
                              --------------------


This Sublicense Agreement is made as of the       day of December, 1996 by and
between FRANCHISE ASSOCIATES, INC., a Delaware corporation (hereinafter "FAI")
and DOWNEAST FROZEN DESSERTS, L.L.C. a Delaware Limited Liability Company,
(hereinafter "Licensee").

WHEREAS, FAI has received a license from Howard Johnson Company, Inc.
(hereinafter "HJ"), a Delaware corporation and a wholly-owned subsidiary of
Prime Motor Inns, Inc., to use certain service marks, trade names, trademarks,
letters patent, licensed works and the copyrights therein, and trade secrets,
all in accordance with that certain Service Mark and Trademark License Agreement
and that certain Patent, Copyright and Trade Secret License Agreement between HJ
and FAI, and that certain Definitive Agreement between Marriott Family
Restaurants, Inc., HJ, FAI, and others, all of which agreements are dated May
22, 1986 and are incorporated herein by reference (hereinafter, collectively,
the "License Agreements"), and copies of which are herewith provided and
initialed by the parties hereto;

WHEREAS, FAI desires to sublicense to Licensee certain rights received by FAI
under the License Agreements, and Licensee desires to obtain such rights; and

WHEREAS, HFS Incorporated, previously known as Hospitality Franchise Systems,
Inc. ("Hospitality") is the successor in interest of HJ with respect to certain
of HJ's rights and obligations under the License Agreements;

NOW, THEREFORE, FAI and Licensee, in consideration of the mutual agreements and
promises contained and expressed herein and for other good and valuable
consideration acknowledged by each of them to be satisfactory and adequate, do
hereby agree as follows:

1.   DEFINITIONS

     (a)  "Licensed Trademarks" shall mean those marks set forth in Exhibit A.

     (b)  "Licensed Trade Secrets" shall mean all recipes and formulae contained
          in Exhibit B attached hereto together with recipes and formulae
          specified by FAI from time to time for products made using ice cream,
          yogurt, sherbet, lites/ice milk and frozen ice.

     (c)  "Licensed Products" shall mean those products which are made using the
          Licensed Trade Secrets.
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     (d)  "Licensed Territory,, shall mean the United States, excluding
          Florida and Puerto Rico.

     (e)  "Licensed Works" shall mean those literary and pictorial works,
          graphic works of applied art, sound recordings and the copyrights
          therein and the copyright registrations therefor which are related
          solely to HOWARD JOHNSON food products.

     (f)  "Licensed Labels and Advertising" shall mean all packaging, labels,
          advertising and promotional material and other media forms of
          advertising which contain or make reference to one or more of the
          Licensed Trademarks.

     (g)  "Day(s)" shall mean calendar day or days.

     (h)  "Related Parties" or "Affiliates" shall mean with respect to any
          party, any person or entity controlled by, in control of, or under
          common control with such party, whether directly or indirectly.

     (i)  "Agreement" shall mean this Agreement.

          "Prime Purchase and Ancillary Agreement" shall mean the Prime Asset
          Purchase Agreement between Marriott Corporation and HJ Acquisition
          Corp., dated September 23, 1985, including the Ancillary Agreement
          attached thereto.

2.   GRANT OF SUBLICENSES
     
     (a)  To the extent that FAI now has or may later acquire the right to do
          so, FAI hereby grants to Licensee exclusive license to manufacture,
          market and deliver all Licensed Products in the Licensed Territory and
          the exclusive license to use the Licensed Trademarks to identify
          Licensed Products in the Licensed Territory, subject to the rights of
          FAI, Hospitality, and Marriott Corporation and their Related Parties
          and grantees under the terms of the Prime Purchase and Ancillary
          Agreement and the License Agreements.

          Licensee may also use the Licensed Trademarks to identify new products
          in the Licensed Territory in accordance with the following provisions:

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          In the event that Licensee wishes to use the Licensed Trademarks to
          identify a new product, Licensee shall submit to FAI a written request
          identifying the proposed new product (hereinafter a "New Product"),
          together with the recipe or formula that Licensee proposes to use and
          a sample of the proposed New Product, together with the proposed
          Licensed Labels to be used in connection with such New Product. FAI
          shall give Licensee written notice of its approval or disapproval,
          together with the reasons therefor, within fifteen (15) days after
          receipt of the request from Licensee. FAI's approval shall not be
          unreasonably withheld. Licensee, when practical, shall also submit,
          prior to use by Licensee, all proposed advertising of any New Product
          for review by FAI.

          If FAI approves the New Product, FAI shall, within five (5) working
          days of its approval, notify Hospitality of its approval and provide
          Hospitality with all documentation provided by Licensee relating to
          the New Product. Hospitality shall give FAI and Licensee written
          notice of approval or disapproval, together with the reasons therefor,
          within twenty (20) days after receipt of the notification from FAI.
          Hospitality will approve unless Hospitality believes its approval will
          adversely affect the image, reputation or business of Hospitality and
          presents reasons which satisfy that standard.

          In connection with such New Products, Licensee shall provide to FAI
          and Hospitality any additional information reasonably requested by
          either, provided that if any request for additional information occurs
          within the approval periods described above for each party, each
          approval period will extend for a one time twenty (20) day extension
          after the receipt of such information by either FAI or Hospitality.

          All New Products developed by Licensee approved in accordance with
          this Paragraph 2(a) shall be owned by Licensee and shall be deemed to
          be Licensed Products subject to the provisions of this Agreement.
          Notwithstanding the foregoing, FAI shall continue, after the
          expiration or termination of this Agreement, to have a non-exclusive
          right to manufacture and deliver such New Products, using Licensee's
          formulae or recipes therefor, and to identify such New Products with
          the Licensed Trademarks.

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     (b)  To the extent that FAI now has or may later acquire the right to do
          so, FAI hereby grants to Licensee the exclusive license to use the
          Licensed Trade Secrets in the Licensed Territory for the sole purpose
          of manufacturing the Licensed Products. No other use may be made of
          the Licensed Trade Secrets.

     (c)  To the extent that FAI now has or may later acquire the right to do
          so, FAI hereby grants to Licensee a non exclusive license to use and
          make use of the Licensed Works in the Licensed Territory for the
          Licensed Products, including but not limited to the right to
          reproduce, to distribute, to perform and/or display publicly, and to
          prepare derivative works from the Licensed Works.

     (d)  Licensee shall not have the right to use any Licensed Trademark as all
          or part of the name of any company, partnership, or any other entity.

     (e)  Licensee shall have the right to use the Licensed Trademarks, Licensed
          Works and Licensed Trade Secrets only in the manner and to the extent
          specifically permitted by this Agreement. No right, title or interest
          in and to the Licensed Trademarks, Licensed Works or Licensed Trade
          Secrets, except for the right to use the same as and only to the
          extent specifically permitted under this Agreement, is or will be
          transferred to Licensee by this Agreement. Without limiting the
          foregoing: (i) Licensee shall not have the right to use any variation
          of the Licensed Trademarks without the prior written approval of FAI
          and Hospitality, which approval may be withheld by FAI or Hospitality
          in its sole discretion. In the event that approval is granted for the
          use of any variation of a Licensed Trademark, such mark shall become a
          Licensed Trademark owned by Hospitality and governed by the terms of
          this Agreement; (ii) Licensee shall not have the right to use, in
          association with the Licensed Trademarks, any mark other than a
          Licensed Trademark without the prior written approval of FAI and
          Hospitality, which approval may be withheld by FAI or Hospitality in
          its sole discretion; (iii) Licensee shall not, without the prior
          written approval of FAI and Hospitality, which approval may be
          withheld by FAI or Hospitality in its sole discretion, have the right
          to use any form of Licensed Labels or Advertising containing any
          Licensed Trademarks except as shown on

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          Exhibit C attached hereto or which has been expressly authorized in
          writing by Hospitality. Licensee may make such changes in Licensed
          Labels and Advertising as may be required by governmental rules or
          regulations and to accommodate for changes in product content approved
          by Hospitality and FAI.

     (f)  Licensee recognizes that Hospitality may request changes in existing
          Licensed Labels and Advertising of the Licensed Trademarks. If such
          changes are requested in writing, Licensee shall adopt such changes
          (or, in the alternative, discontinue further production of the
          Licensed Products) as soon as practical, not to exceed one (1) year
          from the date of such request by Hospitality. Upon any such request,
          FAI shall request of Hospitality, in writing, that Hospitality
          reimburse Downeast for all costs Downeast incurs in connection with
          complying with any and all changes to the Licensed Labels and
          Advertising of the Licensed Trademarks requested by Hospitality, it
          being understood that Hospitality has no obligation to pay such costs.

3.   OWNERSHIP
     
     (a)  Except as hereinafter provided, the licenses herein granted by FAI:
          are without warranty or representation whatsoever; include only
          whatever right, title and interest FAI has acquired from HJ under the
          License Agreements or later acquires; and are subject to whatever
          claims, if any, third parties may have now or in the future. Licensee
          shall bear the risks, if any, that accompany the right to use the
          Licensed Trademarks, Licensed Works and Licensed Trade Secrets. FAI
          does represent and warrant to Licensee that:

          (i)   FAI is the "Licensee" under the aforementioned Service Mark and
          Trademark License Agreement and the Patent, Copyright and Trade Secret
          License Agreement and accordingly has the right and authority to enter
          into this Sublicense Agreement and perform its terms;

          (ii)  to the knowledge of FAI, none of the Licensed Trademarks or
          Trade Secrets has been adjudged invalid or unenforceable;

          (iii) FAI's right to use the Licensed Trademarks to identify the
          Licensed Products in the Licensed Territory is not encumbered by any
          lien, charge or encumbrance

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          except the security interest granted to Hospitality as security for
          the performance of its obligations as "Licensee" under the Agreements
          referred to in Paragraph 3(a)(i) hereof;

          (iv)  To the knowledge of FAI, Hospitality has succeeded to all rights
          in or to the Licensed Trademarks and Licensed Works; and

          (v)   To the knowledge of FAI, FAI is not in default under any
          contract or other obligation with or to Hospitality which would
          threaten the continued existence of its License(s) granted in the
          License Agreements. FAI agrees to promptly provide Licensee with any
          notice of termination or notice threatening termination of any such
          License(s).

          Where used in this Agreement, "To the knowledge of FAI" shall be
          limited to the knowledge of Arthur Barrett and Barbara Leveroni.

     (b)  Licensee shall not disclose to any third party -- i.e., one who is not
          an employee or agent of Licensee -- at any time either during or
          subsequent to the Term of this Sublicense Agreement, any of the
          Licensed Trade Secrets without the prior written consent of FAI.
          Licensee shall require all of its employees, agents, sublicensees and
          any other party to whom the Licensed Trade Secrets are to be disclosed
          to agree to maintain the confidentiality of the Licensed Trade
          Secrets. If any of the Licensed Trade Secrets is ever finally
          determined by a court of competent jurisdiction not to rise to the
          level of a trade secret, such information, formula, recipe, or process
          will be considered to be confidential information (hereinafter
          "Licensed Confidential Information") and the confidentiality
          requirement discussed above will be deemed to be modified to the
          extent that Licensee shall be under an obligation, and will impose
          such obligation on their respective employees, agents, and any other
          person to whom disclosure of any of the Licensed Confidential
          Information has been permitted and made, not to disclose any Licensed
          Confidential Information to the full extent allowed by applicable law.

     (c)  Licensee acknowledges that it has read and understands the provisions
          contained in Paragraphs 4(b), (c), (d), (e) and (f) of said Service
          Mark and Trademark License

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          Agreement between HJ and FAI, and to the extent applicable, agrees to
          perform and be bound by the obligations of "Licensee" in said
          paragraphs. All references in said paragraphs to "Licensed Marks"
          shall mean "Licensed Trademarks".

     (d)  Licensee shall use all reasonable commercial efforts to (i) ensure
          that the prices of the Licensed Products shall at all times be
          competitive and (ii) to market, distribute and maximize the sale
          thereof. For the first year of the Term, Licensee agrees to maintain
          prices of bulk ice cream at levels in effect on November 15, 1996
          except that such prices may be increased during said first year to the
          extent that the cost of material or packaging increases by more than
          ten percent (10%) over the cost in effect on November 15, 1996.

     (e)  To the extent that FAI may legally do so and Licensee is in compliance
          with its obligations under this Agreement, FAI shall use all
          reasonable commercial efforts to cause each Howard Johnson's
          Restaurant in the Licensed Territory to purchase Licensed Products
          from Licensee but only for so long as Licensee provides for the timely
          delivery of Licensed Products to any such Restaurant and the quality
          and prices of such Licensed Products are competitive.

     (f)  Throughout the Term of this Agreement, Licensee shall sell at least
          the following quantities of non-bulk ice cream, yogurt, sherbet and
          other frozen desserts or novelty items which are Licensed Products:

          (i)   for the first year of the Term, 61,000 gallons;

          (ii)  for the second year of the Term, 77,000 gallons;

          (iii) for the third year of the Term, 89,000 gallons; and

          (iv)  for the fourth year of the Term, 100,000 gallons.

     (g)  Notwithstanding the exclusion of Florida from the Licensed Territory,
          Licensee shall supply non-bulk Licensed Products to Florida according
          to demand therefor from the date of commencement of the Term until the
          date occurring sixty (60) days after written notice from FAI to cease
          such supply. Such supply shall be subject to all terms, conditions and
          obligations of this Agreement, except that the freight charges for all

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          orders of Licensed Product to be shipped to Florida may be adjusted by
          Downeast for the size and frequency of shipment.

4.   ROYALTIES
     ---------

     (a)  In consideration of the sublicenses granted hereby, Licensee shall pay
          to FAI the greater of: (i) the sum of $15,000.00 per year; or (ii) the
          Licensed Product royalties paid under Paragraph 4(b) during each year
          of the Term. If said Licensed Product royalties are less than $15,000
          during any such year, Licensee shall pay FAI the difference within
          thirty (30) days after the end of such year.

     (b)  Licensee agrees to pay to FAI a royalty ("Royalty") of Four Percent
          (4%) of all "Sales" (as herein defined) of all Licensed Products of
          all bulk ice cream products (eg. Three (3) gallon containers) and Two
          Percent (2%) of all non-bulk ice cream products. Licensee further
          agrees to pay to FAI a Royalty of Two Percent (2%) of all "Sales" (as
          hereinafter defined) of products other than Licensed Products ("Non-
          Licensed Products") made by Licensee, its Affiliates or Subcontractors
          to (i) FAI and its Affiliates and (ii) to franchisees of FAI. "Sales"
          as used herein shall mean the gross invoice prices less "bill backs"
          (as known in the ice cream industry) and returns. A sale shall be
          deemed to be made when the amount of the Sale is collected by
          Licensee.

     (c)  Sales royalties shall be due and payable within thirty (30) days after
          the end of each calendar month with respect to Sales made during the
          month. A written royalty statement for each calendar month setting
          forth the Sales shall accompany each payment. An opening inventory and
          closing inventory of the Licensee certified by a corporate officer of
          Licensee to be true and complete with, if available, a computer
          summary of all applicable invoices for Sales, of returns and bill
          backs and of inventories of Licensed Products during that period shall
          also be delivered by the Licensee to FAI within thirty (30) days after
          the end of each calendar quarter. Acceptance of payments or statements
          shall not be deemed to be a waiver of any of FAI's rights.

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     (d)  Licensee agrees to keep at its principal office, all invoices relating
          to Licensed Products and Non-Licensed Products subject to royalty
          payment hereunder and a separate record of its Sales and inventories
          of the Licensed Products and Non-Licensed Products subject to royalty
          payment hereunder in a suitable record form, in sufficient detail to
          enable FAI to determine or verify the Sales, royalties due and
          inventories of the Licensed Products and further agrees that it will
          permit such invoices and records to be examined and copied by FAI and
          its auditors at reasonable times during ordinary business hours to the
          extent necessary to verify the Sales, royalties due and inventories of
          the Licensed Products. Notwithstanding the foregoing, FAI may not
          disclose to others any information deemed confidential by Licensee.
          Such records shall not be destroyed before expiration of two (2) years
          after the submission of any royalty statement relating thereto, or in
          the event that FAI questions the payment during such two year period,
          until such dispute is resolved.

5.   MARKETING
     ---------

     (a)  Licensee shall pay FAI a Marketing Fee of $2,500.00 per year
          ("Marketing Fee"), such payment to be made in monthly installments of
          $208.33 at the same time as royalties are paid to FAI. FAI shall
          contribute to the Marketing Fee the sum of $2,500.00 per year. FAI
          shall use the Marketing Fee exclusively to promote the sale of
          Licensed Products to Howard Johnson's Restaurants.

     (b)  Commencing April 1, 1997 and annually on April lst each year
          thereafter during the Term of this Agreement, Licensee shall submit to
          FAI a marketing plan ("Marketing Plan") to promote the sale of non-
          bulk Licensed Products, and Licensee and FAI shall jointly review each
          such Marketing Plan.

6.   QUALITY CONTROL AND STANDARDS OF QUALITY
     ----------------------------------------

     (a)  All Licensed Products will meet uniform standards of high quality and
          appearance and will be produced in strict accordance with the Licensed
          Trade Secrets. No change in the formula or recipe of any Licensed
          Trade Secret shall be made without FAI's prior written consent. In the
          event of any such change Licensee shall immediately provide FAI with
          such changed formula or recipe. Licensee shall annually manufacture,
          market and

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          deliver a minimum of four (4) special and/or holiday flavors of ice
          cream products, each of which shall be subject to the approval of FAI
          and Hospitality as provided in Section 2(a) of this Agreement.

     (b)  In the event Licensee is allowed to use the Licensed Trademarks to
          identify new varieties of existing Licensed Products or New Products
          in accordance with Paragraph 2(a) above, such new varieties and New
          Products shall be produced in compliance with all quality control
          standards contained herein and pursuant to recipes submitted to FAI.
          All Licensed products shall be manufactured and produced in accordance
          with all applicable local, state, and federal health standards, laws,
          and regulations and in accordance with high standards of cleanliness
          and health safety in the food manufacturing industry.

     (c)  To control and monitor effectively the quality of the Licensed
          Products, FAI or Hospitality may: purchase at its expense a
          representative number of any such Licensed Products found in the
          marketplace that in FAI's or Hospitality's judgment are inconsistent
          with quality standards as contained herein; require Licensee to
          furnish to FAI or Hospitality for testing at any time and at
          Licensee's expense a reasonable number of such Licensed Products; and
          inspect, during regular business hours, the premises of all facilities
          operated by Licensee for the manufacture and distribution of the
          Licensed Products.

     (d)  If Hospitality determines, in its sole discretion, or FAI determines,
          in its reasonable opinion, that any of the Licensed Products (i) do
          not meet the quality standards for such Licensed Products, (ii)
          present a health or safety risk to the public or (iii) will damage the
          image and/or goodwill of the Licensed Trademarks, FAI or Hospitality
          may demand that Licensee take all reasonable steps to recall all such
          Licensed Products. In such event, Licensee shall comply with said
          quality standards and eliminate any such health or safety risk for
          such recalled Licensed Products before permitting further distribution
          thereof.

           (i)   If Licensee fails to take all reasonable steps to comply with
              such demand, FAI or Hospitality, in the sole discretion of
              either, shall have the right to terminate Licensee's 

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              rights to use the licensed Trademarks, Licensed Works and
              Licensed Trade Secrets under this Agreement with respect to the
              non-complying products.

          (ii)   If Licensee cannot reasonably comply with FAI's or
              Hospitality's demand as specified in this sub-paragraph (d),
              Licensee shall be granted only such additional time as is
              necessary to so comply, provided that Licensee has undertaken
              all reasonable steps to begin compliance and diligently
              continue to do so as specified in this subparagraph (d).

     (e)  Licensee shall at all times remain in compliance with all applicable
          local, state and federal statues and regulations.

     (f)  Beginning one year following the date of this Agreement and continuing
          every year thereafter on the anniversary hereof, Licensee shall
          provide to FAI and Hospitality a list of all Licensed Products
          manufactured or sold during the preceding 12 month period, such list
          to be accompanied with the formula or recipe of each such Licensed
          Product.

     (g)  Licensee agrees that compliance with the quality standards contained
          herein is a material and essential condition of this Agreement and
          that the failure by Licensee to take actions required under this
          Agreement in a timely manner shall constitute a material breach of
          this Agreement.

     (h)  FAI and Hospitality reserve the right to prohibit Licensee from using
          the Licensed Trademarks in any manner or in connection with any
          products that it believes are inconsistent with or detrimental to the
          HOWARD JOHNSON'S name or image.

7.   ASSIGNMENT AND SUBLICENSE
     -------------------------

     (a)  Except as otherwise specifically authorized by this Agreement,
          Licensee shall not, without the express written consent of FAI and
          Hospitality, which may be granted or withheld, in the sole discretion
          of either, (i) assign, transfer or otherwise alienate, directly or
          indirectly (by operation or law or otherwise) this 

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          Agreement or any of its rights or obligations hereunder or (ii)
          sublicense or subcontract any of the rights or obligations granted
          hereunder. Notwithstanding the foregoing, Licensee may assign this
          Agreement to any company which may acquire Licensee or substantially
          all of Licensee's assets or with which Licensee may merge provided
          Licensee shall have received the prior written approval of FAI and
          Hospitality, such approval not to be unreasonably withheld and based
          solely on the financial condition, experience in the food
          manufacturing business and professional reputation of such company.

     (b)  Licensee shall not at any time engage one or more subcontractors to
          manufacture any Licensed Product without the prior written approval of
          FAI, such approval not to be unreasonably withheld and based solely on
          the financial condition, experience in the manufacture of ice cream
          products and professional reputation of such subcontractors).
          Notwithstanding the foregoing, Licensee may engage one or more
          subcontractors to manufacture one or more "Novelty Items" according to
          specifications or brand name approved in writing by FAI.
          Subcontractors manufacturing any Licensed Product bearing a Licensed
          Trademark must assume in writing, prior to such manufacture, all
          obligations of Licensee under this Agreement including, without
          limitation, all obligations of insurance and indemnity. "Novelty
          Items" consist of such items as Sundae Cups, Bars, Sticks, Cones and
          Sandwiches and such other similar items as from time to time specified
          by FAI which are made using ice cream, yogurt, sherbet, lites, ice
          milk or frozen ice.

     (c)  Subject to the terms and conditions of the License Agreements and this
          Paragraph 7(c), FAI may assign its rights and/or its obligations under
          this Agreement provided, however, that FAI shall give Licensee written
          notice of any such assignment together with a right of first refusal
          to obtain such assignment at the price and on the terms offered by the
          prospective assignee, which right of first refusal, to be effective,
          must be accepted by delivery of written notice of acceptance to FAI
          within ten (10) days after Licensee's receipt of notice of assignment
          from FAI.

     (d)  Notwithstanding any sublicense or subcontracting by Licensee of any of
          its rights, duties or obligations hereunder, Licensee shall remain
          primarily liable for

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          the performance of all obligations of every subcontractor and
          sublicensee.

8.   DURATION AND TERMINATION
     ------------------------

     (a)  This Agreement and the license herein granted shall continue for a
          Term of four (4) years from the date when all conditions specified in
          Paragraph 22 have been satisfied ("Term"), except that FAI or
          Hospitality may terminate this Agreement as follows:

          (i)    If Licensee assigns, sublicenses, or subcontracts any of its
                 rights or delegates any of its duties or responsibilities under
                 this Agreement without obtaining all consents called for
                 herein, FAI may terminate this Agreement effective immediately
                 upon giving notice to Licensee;

          (ii)   If any of the License Agreements (upon which this Agreement is
                 based) is validly terminated for any reason, this Agreement
                 shall be terminated at the same time and to the same extent as
                 the termination of any of said License Agreements;

          (iii)  If FAI reasonably believes that Licensee is or will become
                 unable to meet its relevant financial obligations when due, FAI
                 may demand written assurance that Licensee will be able to meet
                 any future relevant financial obligations when such obligations
                 become due. If Licensee fails to give said assurance within
                 five (5) business days after actual receipt of written demand,
                 and if FAI in the exercise of its reasonable judgment believes
                 that Licensee cannot meet its relevant obligations as they
                 become due, FAI may terminate this Agreement effective
                 immediately upon giving notice to Licensee;

          (iv)   If and when Licensee ceases to manufacture the Licensed
                 Products as a result of the closure of its plant(s) for the
                 manufacture of same and does not provide for the continued
                 supply of all Licensed Products, within thirty (30) days after
                 such closure, by one or more subcontractors) approved in
                 writing by FAI in

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                 accordance with the provisions of Paragraph 7(b) hereof.
                 Licensee shall be required to provide FAI with not less than
                 one hundred twenty (120) days prior written notice of intention
                 to close said plant(s) when closure is voluntary, at which time
                 all licenses granted hereby shall be deemed non-exclusive and
                 FAI shall be free to grant other licenses for the Licensed
                 Products and to use the Licensed Trademarks with respect to
                 same.

          (v)    If Licensee fails to meet the quality standards for Licensed
                 Products, FAI may terminate this Agreement after complying with
                 the requirements of paragraph 6, effective thirty (30) days
                 after giving notice of termination;

          (vi)   If Licensee breaches any condition, covenant or obligation
                 contained anywhere in this Agreement, FAI may terminate this
                 Agreement effective thirty (30) days after giving notice of
                 termination if Licensee fails to remedy or take such steps as
                 are herein provided to correct any such breach within thirty
                 (30) days after FAI's notice of such breach;

          (vii)  If any of the Licensed Products are not sold for eighteen (18)
                 consecutive months in the ordinary course of business, FAI may
                 terminate Licensee's right to use the Licensed Trademarks to
                 identify said Licensed Product(s) not sold during such period
                 and terminate Licensee's license to use the Licensed Trade
                 Secrets for said Licensed Product(s), such termination to be
                 effective thirty (30) days after giving notice of such
                 termination; provided that such period shall not include any
                 period of non-sale that is caused by circumstances beyond the
                 control of Licensee; or

          (viii) If Licensee fails to use the Licensed Trademark "Howard
                 Johnson's" for a period of twelve (12) consecutive months, in
                 the ordinary course of business, FAI may terminate Licensee's
                 right and license to use such 

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                 Licensed Trademark effective thirty (30) days after giving
                 notice of such termination.

     (b)  This Agreement shall automatically renew for successive three (3) year
          Terms ("Renewal Term(s)") on the same terms and conditions as herein
          contained provided that the amounts and percentages specified in
          Paragraphs 3(f) and 4 and the amount of the Marketing Fee specified in
          Paragraph 5 must be mutually agreed upon for each Renewal Term, but
          shall never be less than the amounts and percentages during the Term.
          If such amounts and percentages cannot be mutually agreed upon for any
          Renewal Term in writing signed by FAI and Licensee, this Agreement
          shall not be renewed for such Renewal Term. Additionally, either party
          may terminate this Agreement without cause at the end of the Term or
          any Renewal Term by giving the other party written notice of
          termination at least one hundred twenty (120) days before the end of
          the Term or any Renewal Term.

     (c)  Licensee shall continue to supply or cause to be supplied all Licensed
          Products in the Licensed Territory according to demand therefor up to
          and including the date of termination of this Agreement whether such
          termination results from plant closure or other condition specified in
          Paragraph 8(a) or from non-renewal under Paragraph 8(b).

9.        RIGHTS AND DUTIES UPON TERMINATION
          ----------------------------------

     (a)  Upon termination of this Agreement for any cause (including, without
          limitation expiration of the Term of this Agreement), Licensee shall:
          (i) not exercise or attempt to exercise any rights or privileges
          hereunder; (ii) immediately discontinue the use of all Licensed
          Trademarks, Licensed Works and Licensed Trade Secrets and immediately
          cease the manufacture of all Licensed Products; (iii) immediately
          forward to FAI all copies of relevant documents pertaining to the
          Licensed Products Licensed Works, and Licensed Trade Secrets; and (iv)
          continue to maintain the obligations of confidentiality of the
          Licensed Trade Secrets or, if applicable, the Licensed Confidential
          Information, by not disclosing and by taking all legal action
          reasonably necessary to enforce the obligations imposed on its
          employees, agents, and other affiliates not to disclose any
          information pertaining to the Licensed Trade Secrets or, if
          applicable, the Licensed Confidential Information.

                                       15
<PAGE>
 
     (b)  Licensee acknowledges that its failure to cease use of the Licensed
          Trademarks, Licensed Works and Licensed Trade Secrets and to cease the
          manufacture of the Licensed Products at the termination of this
          Agreement as provided above will result in immediate and irreparable
          damage to FAI, that money damages may not be an adequate remedy for
          the breach of such obligations and that FAI shall be entitled to
          injunctive relief if necessary to enforce this Agreement or any
          provision hereof.

     (c)  Upon termination of this Agreement Licensee shall have the right to
          distribute and/or sell inventories of Licensed Products or components
          thereof and packaging materials in existence on the date of
          termination, but empty packaging materials bearing a Licensed
          Trademark may only be distributed and/or sold to a party approved by
          FAI, such approval not to be unreasonably withheld or delayed.
          Notwithstanding the foregoing, no Licensed Product or component hereof
          may be distributed and/or sold if same does not meet the quality
          standards specified herein.

10.  INSURANCE AND INDEMNITY
     -----------------------

     (a)  Licensee agrees to place with a domestic United States insurance
          company rated A or better by A.M. Best Co., and keep in effect during
          the Term of this Agreement comprehensive general liability insurance
          (including but not limited to product liability, contractual liability
          and personal liability and any other type of insurance generally
          applicable to food manufacturing operations) all on an occurrence
          basis naming "HFS Incorporated,, and all Related Entities", and
          "Franchise Associates, Inc. , and all Related Entities" as additional
          insureds, with combined coverage of at least ten million dollars
          ($10,000,000). In the event that Licensee fails to comply with its
          obligations of insurance as set forth in this subparagraph 10(a), FAI
          or Hospitality, in the sole discretion of either, shall have the right
          to terminate this Agreement. The types and amount of insurance
          required under this subparagraph may be established, modified or
          increased by FAI or Hospitality as reasonably necessary and as
          reasonably available in the normal course of the food manufacturing
          business from time to time, but no more frequently than once in any
          calendar year.

                                       16
<PAGE>
 
     (b)  All insurance required hereunder shall be issued for period of not
          less than one year. Licensee shall deliver to FAI a certificate of the
          insurance company issuing each such policy of insurance required
          herein at or prior to the commencement of the term of this Agreement,
          and thereafter, a renewal certificate at least ten (10) days prior to
          the expiration of each such policy of insurance. All certificates of
          insurance will grant thirty (30) days notice of cancellation to FAI
          and to Hospitality and will name "HFS Incorporated and All Related
          Entities", and "Franchise Associates, Inc. and All Related Entities"
          as additional insureds.

     (c)  Licensee hereby agrees to indemnify and hold harmless FAI and
          Hospitality and their respective affiliates against and from any and
          all liability, damage, loss and expense resulting from claims by any
          person or entity arising after the date of this Agreement and arising
          out of Licensee's food manufacturing operations and the related sale
          operations licensed under this Agreement except for claims arising
          solely from the negligence or willful misconduct of Hospitality or its
          respective affiliates which occurs after the date of this Agreement,
          and except to the extent of claims arising from the negligence or
          willful misconduct of FAI which occurs after the date of this
          Agreement. These indemnities shall include, but shall not be limited
          to, personal injury claims.

     (d)  FAI hereby agrees to indemnify and hold harmless Licensee and its
          affiliates from any and all liability, damage, loss and expense
          resulting from the claims of any person or entity which arise from the
          negligence or willful misconduct of FAI.

11.  LICENSEE'S OBLIGATION TO MANUFACTURE AND DELIVER
     LICENSED PRODUCTS
     -------------------------------------------------------------

     (a)  Licensee agrees that it will manufacture and deliver or cause to be
          delivered by distributors a sufficient quantity of each of the
          Licensed Products to meet the needs of all HOWARD JOHNSON'S
          Restaurants, Ice Cream Shops and all other restaurants, shops or
          outlets operated by FAI, its Affiliates and their franchisees in the
          Licensed Territory, in packaging determined by FAI from time to time,
          as being sized and designed for sales to such restaurants, shops or
          outlets, provided however,

                                       17
<PAGE>
 
          that no delivery for less than $350.00 need be made by Licensee.
          Deliveries will be made within the time periods specified in Exhibit
          D, as adjusted from time to time with FAI's approval. If Licensee is
          unable or unwilling to comply with the requirements of this
          subparagraph (a), FAI may take the action spelled out in subparagraph
          (b) below, but only that action.

     (b)  In the event that Licensee fails or is unwilling after thirty (30)
          days written notice from FAI, to manufacture or deliver or cause to be
          delivered any one or more of the Licensed Products, in the manner and
          quantity set forth in subparagraph (a) above, Licensee shall no longer
          have the right to manufacture and sell such Licensed Product(s)
          without FAI's written consent. Furthermore, FAI shall have the right
          to grant appropriate licenses to any other entity to manufacture such
          Licensed Product(s) which Licensee has failed to manufacture in
          accordance with subparagraph (a) above, together with the right to
          license said other entities to manufacture and sell such Licensed
          products under the Licensed Trademarks, all on such terms as FAI, in
          its sole discretion, shall determine.

12.  GOVERNING LAW
     -------------

     This License Agreement shall be construed in accordance with the laws
of the State of Massachusetts.

13.  ENTIRE AGREEMENT
     ----------------

     This Agreement between the parties hereto sets forth the entire
agreement between the parties, and fully supersedes any and all prior agreements
or understandings between the parties, oral or written, pertaining to the
subject matter hereof. This Agreement may not be amended or modified, in whole
or in part, except by an instrument in writing duly executed by the parties.

14.  PARTIAL INVALIDITY
     ------------------

     Should any part of this Agreement, for any reason, be declared invalid,
such decision shall not affect the validity of any remaining portion, which
remaining portion shall remain in force and effect as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that they would have executed the remaining portion of this
Agreement without including therein any such portion which may, for any reason,
be hereafter declared invalid; provided,

                                       18
<PAGE>
 
however, that if such declaration of invalidity shall impair either FAI's
ability to exert quality control over the Licensed Products or to receive
royalties due hereunder, FAI and Licensee will in good faith attempt to
negotiate an alternative provision for the portion declared invalid. If such
negotiations are not successful within thirty (30) days from the date the
provision is declared invalid, FAI may thereafter terminate this Agreement
effective immediately upon giving written notice to Licensee. In addition, if
the insurance and/or indemnification provisions contained in paragraph 10 are
declared invalid for any reason, FAI or Hospitality may at any time thereafter
terminate, at their option, this Agreement by written notice to Licensee.

15.  PARAGRAPH HEADINGS
     ------------------

     The paragraph headings throughout this Agreement are for convenience and
reference only, and the words contained in the headings shall in no way be held
to explain, modify, amplify, or aid in the interpretation, construction or
meaning of the provisions of this Agreement.

16.  WAIVER OF DEFAULT
     -----------------

     Waiver by any party hereto or by Hospitality of any particular default by
any other party shall not affect or impair the party's or Hospitality's rights
with respect to any subsequent default of the same or a different kind; nor
shall any delay or omission of any part or Hospitality to exercise any right
arising from any default affect or impair the parties or Hospitality's rights as
to the same or any future default.

17.  TERMINOLOGY
     -----------

     All terms and words in this Agreement, regardless of the number in which
they are used, shall be deemed and construed to include any other number,
singular or plural, as the context or sense of this Agreement or any paragraph
or clause herein may require, the same as if such words had been fully and
properly written.

18.  COUNTERPARTS
     ------------

     This Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall be deemed an original, but such
counterparts together shall constitute but one and the same instrument.

                                       19
<PAGE>
 
19.  RELATIONSHIP 0F PARTIES
     -----------------------

     Licensee is an independent contractor. Nothing herein contained shall be
construed to place the parties in the relationship of joint venturers, partners,
associates, or principal and agent, and both parties are acting as principals.
Licensee is granted no right or authority to assume or create any obligation or
responsibility for or on behalf of FAI or Hospitality or otherwise to bind FAI
or Hospitality other than as may be expressly authorized by FAI or Hospitality
in writing. Neither FAI nor Hospitality is granted any right or authority to
assume or create any obligation or responsibility for or on behalf of Licensee
or otherwise to bind Licensee other than as may be expressly authorized by
Licensee in writing.

20.  SUCCESSORS AND ASSIGNS
     -----------------------

     This Agreement shall benefit and be binding upon FAI, Hospitality, Licensee
and their respective legal representatives and permitted successors and assigns.

21.  SURVIVAL
     --------

     All obligations of FAI and Licensee which expressly or by their nature
survive termination or expiration or transfer of this Agreement shall continue
in full force and effect subsequent to and notwithstanding such termination or
expiration and until they are satisfied or by their nature expire.

22.  CONDITIONS  PRECEDENT
     ---------------------

     This Term of this Agreement and the rights and obligations of the parties
specified in this Agreement shall commence on such date as FAI and Licensee
shall have obtained to their satisfaction:

          (i) An uncontested termination of the exclusive rights of Basic
American Acquisition Corporation with respect to the Licensed Products; and

          (ii) The written consent of Hospitality Franchise Systems, Inc. to
this Sublicense Agreement, such consent to be in the form contained on Page 18
hereof.

FAI agrees to use reasonable efforts to obtain as soon as reasonably possible
the above mentioned termination and consent. If said termination and consent are
not obtained by January 1.

                                       20
<PAGE>
 
1997, either party shall have the right, effective upon written notice to the
other, to terminate this Agreement.

23.  NOTICES
     -------

     All notices and statements ("notices") to be given hereunder shall be given
or made at the respective addresses of the parties as set forth below unless
notification of a change of address is given in writing as required herein,
whereupon such notice of change of address shall become effective upon actual
receipt by the addressee.  All notices shall be in writing and shall be given
only by (i) telex with a confirmed answer back or other means of same day
delivery message service with receipt confirmation; (ii) express courier service
on a next day delivery basis; or (iii) registered or certified U.S. mail,
postage prepaid.

FOR HOSPITALITY:
----------------

HFS INCORPORATED              Attention:  General Counsel
----------------                                         

6 Sylvan Way
P. 0. Box 656
Parsippany, NJ  07054

FOR FAI:
--------

FRANCHISE ASSOCIATES, INC.
Attention:  Arthur P. Barrett, President
541 Main Street
So. Weymouth, MA  02190

COPY TO:
--------

John D. Dougherty, Jr.
Dougherty & Associates
60 Howe Road
Cohasset, MA  02025

FOR LICENSEE:
-------------

DownEast Frozen Desserts, L.L.C.
Attention:  Milton Namiot, President
135 Walton Street
Portland, ME  04103

                                       21
<PAGE>
 
COPY TO:
--------

Sanders & McDermott
234 Lafayette Road
Hampton, N.H.  03843
Attention:  Wilfred L. Sanders, Esq.

All notices shall be deemed to have been given upon the earlier of (a) actual
receipt or (b) the time of dispatch if delivered by same-day delivery or sent by
telex with confirmed answer back; on the day following dispatch if sent by an
express courier service on a next-day delivery basis; and ten days after the
date of mailing if sent by registered or certified U.S. mail, postage prepaid
unless actually received earlier.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first above written.

ATTEST:                       FRANCHISE ASSOCIATES, INC.
-------                                                 



                              By:
-----------------------          ----------------------------
      , Asst. Secretary          A.P. Barrett, President
                              
              

CORPORATE SEAL


                              DOWNEAST FROZEN DESSERTS, L.L.C.


                              By:
                                 ----------------------------
                                 Milton Namiot, President

-----------------------
           , Secretary

CORPORATE SEAL

                                       22
<PAGE>
 
                                    CONSENT
                                    -------

     HFS incorporated ("Hospitality") hereby consents to the terms of the
foregoing Sublicense Agreement between Franchise Associates, Inc. ("FAI") and
DownEast Frozen Desserts, L.L.C. ("Licensee"), is agreeable to all of the terms
and conditions hereof and consents to FAI's entering into the same.


                                    HFS INCORPORATED


                                    By:                          
------------------------               ------------------------
       ,Asst. Secretary              


CORPORATE SEAL

                                       23
<PAGE>
 
                                   EXHIBIT A

                           HOWARD JOHNSON TRADEMARKS
                           -------------------------

                               TO BE SUBLICENSED
                               -----------------
<TABLE>
<CAPTION>

Mark                          Reg./App.No.                      Reg.Date
------------------            ------------             -----------------
<S>                           <C>                      <C>

HOWARD JOHNSON'S              807,579                     APRIL 26, 1966

SIMPLE SIMON PIE              537,778                  FEBRUARY 13, 1951
MAN DESIGN
</TABLE>



THE FOLLOWING MARKS FOR "LICENSED PRODUCTS" WHETHER OR NOT
REGISTERED:

          a.   HOWARD JOHNSON'S

          b.   SIMPLE SIMON PIE MAN DESIGN

                                       24