**Exhibit10.76**

**PRODUCT SUPPLY AGREEMENT**

THIS AGREEMENT(the “Agreement”) is made and entered into this 5th day of December, 2006, byand between Scott Brothers Dairy**,**Inc., aCalifornia corporation (the “Processor”) and TCBY Systems,****LLC**,**a Delaware limited liability company(the “Company”).

**RECITALS:**

A.The Company supports its individual franchisee locations operated as part ofits TCBY franchise system (the “System”) by negotiating with manufacturers tosecure goods at a price on behalf of the System, and then encourages the Systemto purchase those goods for use in its individually owned locations throughCompany’s designated distributors.

B.The Processor is in the business of custom manufacturing frozen dairy productsand has facilities, capacity and expertise available and sufficient to enterinto this Product Supply Agreement.

C.The Company desires to have the Processor manufacture and process products atthe Processor’s plant in Chino, California (the “Plant”) to be made availableto distributors designated by Company who will purchase the products for resaleto the System.

D.Processor desires to enter into such an agreement with the Company to providethe desired product.

**NOW THEREFORE**, inconsideration of the covenants hereinafter set forth, the sufficiency of whichis hereby acknowledged, the parties agree as follows:

**1.****    PRODUCTS**.

(a) Subject to the terms and conditions hereof, theProcessor shall prepare, manufacture, process, and package for the Companythose Products identified in **Exhibit A**(the “Products”) attached hereto and made a part hereof.  Nothing contained herein shall grant anydegree or rights of exclusivity of manufacturing to the Processor except asoutlined in 2c of this agreement.      (b)          Companymay, from time to time, introduce new products which may be added to **Exhibit A** by providing Processor withthirty (30) days written notice; provided that Processor and Company

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agrees as to all needed specifications for the newproduct(s), pricing and minimum volume requirements, if any.   Processor will not unreasonably deny Company’srequest to add new product(s).  Companymay also introduce product(s) that will be needed for seasonal purposes only,and Processor agrees to manufacture such seasonal product(s) in amountsdesignated by Company from time to time if doing so can be reasonablyaccomplished; provided that Processor and Company agree as to all neededspecifications for the seasonal product(s), pricing and minimum volumerequirements, if any.  Processor agreesto inform Company promptly in writing if for any reason it is not able tomanufacture new product(s) or seasonal product(s) in the amounts needed.  For purposes of this Agreement, the newproducts and seasonal products contemplated by this Section 1(b) shall beconsidered “Products”.

(c)   Company may remove any Productfrom **Exhibit A**by providingProcessor notice in writing of the cancellation of the Product.  Upon receipt of notice of cancellation of aProduct, Processor shall: (i) immediately stop all production of the Product, (ii)take all reasonable steps to stop cost commitments related to the Product, and(iii) inform Company of the remaining inventory of finished product and relatedcomponents it holds with respect to the discontinued Product.  Upon receipt of such information, the Companyshall have the option to (y) compensate Processor for all remaining finished orunfinished components of the cancelled Product in the manner outlined inSection 2(d) below; or (z) decide to reinstate such Product to Exhibit A.

**2.****  TERM/TERMINATION**.

(a)  This Agreement shall commence upon thedate first written above and shall continue for a period of three (3) years,unless earlier terminated pursuant to Section 2(b) or 2(c).  Thereafter this Agreement shall automaticallyrenew for additional one-year periods unless either party gives at least onehundred and eighty (180) days notice prior to the end of the then current Termof its intent not to renew.

(b)  TheProcessor and the Company shall each have the right to immediately terminatethis Agreement if (i) the other party is adjudged bankrupt, or makes a generalassignment for the benefit of creditors, or if a receiver should be appointedbecause of its insolvency, or (ii) if the other party shall fail to perform orobserve any of its material obligations under this Agreement and does notcorrect such failure within thirty (30) days after written notice from thenon-defaulting party describing such failure (except to the extent other cureperiods for specific material obligations are included elsewhere in theAgreement, in which case those specific cure periods will apply).

(c)  TheProcessor will have the exclusive right to produce the products on Exhibit Afor the following periods:  eighteen (18)months from the date hereof for the Western United States (TCBY locationscurrently directly serviced by Southwest Traders from its Temecula, CAlocation):  and six (6) months for therest of the United

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States. At the endof such exclusivity periods, the Processor and the Company shall each have theright to terminate this Agreement as to the applicable non-exclusive servicewithout cause by providing the other party at least one hundred and eighty(180) calendar days notice of termination. Such notice must be provided in writing in the manner outlinedbelow.    For clarity, TCBY shall havethe right to terminate, extend or review this agreement as provided herein forprocessors production for the Western United States, subject to thecorresponding exclusivity period separately from production for the rest of theUnited States.

(d)  Inthe event of termination of this Agreement, the Company shall purchase from theProcessor, for an amount equal to the Processor’s out-of-pocket cost therefore,packaging inventory and unique ingredients and raw materials (“Raws”) inventorythen in the Processor’s possession which were purchased by the Processor solelyfor the production of Company’s Products hereunder, not to exceed 60 dayssupply unless agreed to in writing.  TheCompany shall purchase any finished goods inventory of the Products that is inthe Processor’s possession on the effective date of termination; however, thetotal amount of finished goods shall not exceed a sixty (60) day supply,calculated based on the average monthly demand over the previous six months asprovided to Processor as outlined in Section 3(a) of this Agreement, unlessotherwise agreed to by the parties in writing. After notice of termination, all future production and purchases of Rawsshall be mutually agreed upon.  TheCompany’s and the Processor’s remedies upon any termination hereunder shall notbe to the exclusion of any other remedy available to the parties, at law orotherwise.

**3.****    PRODUCTION AND FORECAST**.

The Company shallprovide to Processor a rolling twelve (12) month forecast of specific productsrequirements and anticipated quantities. On a monthly basis, Processor and Company will review the forecast andagree upon a monthly production quantity.  The review and mutually agreed upon monthly production schedule will be influencedby current product movement, seasonality, and similar issues, and Processoragrees to follow Company’s instruction regarding all current and futureproduction needs.  The Processor willdeliver within +/- five percent (5%) the quantity of products ordered withintwo (2) weeks of its receipt of production orders, but agrees to only deliverProduct to distributors and/or purchasers specifically authorized by theCompany, which may be modified from time to time by Company’s Purchasing andDistribution Department. As the current agreement is based on nationwidedelivery of products, the tolling fee is currently **[CONFIDENTIAL]**(1)per case.  Should delivery cease tooperate nationwide, thereby limiting delivery to include only local territory,a **[CONFIDENTIAL]**(2) increase in the tolling fee shallapply, bringing the total tolling fee to 

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(1)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

(2)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

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**[CONFIDENTIAL]**(3) per case.

**4.****    ****DISCONTINUED AND OBSOLETE.**

In the event a Product is discontinued or becomes obsolete, the Processorand Company shall negotiate a disposition of the Product that will include anyand all finished goods, proprietary raw materials and packaging.

**5.****    ****SALE PRICE AND TERMS**.

(a)     Definitions

i)      Tolling Fee – The price that Company or itsdesignated distributor will pay Processor for all compounding, filling, qualitycontrol, laboratory, warehousing, administrative, good manufacturing practicescompliance, profits and any other services necessary to produce, prepare forshipment and invoice the Products.

ii)     Shrink – a cost factor to be applied on anannual basis reflecting Processor’s loss of materials, not to exceed **[CONFIDENTIAL]**(4).  Per year.

iii)    Raws – unique materials and ingredientsrequired by Processor to produce the Products.

iv)   Manufacturing Costs – Processor’s actualunburdened costs of Raws, and unique packaging used in the production ofProducts as manufactured and ready for shipment.

v)    Per Unit Price – the sum, determined on aProduct-by-Product basis, of Tolling Fee, Shrink, and Manufacturing Costs.

vi)   Company Portion – an amount to be controlledby the Company to be added to the cost to designated distributors for suchProducts which may include franchise royalty, advertising fee, yogurtformulation charges and other amounts designated by Company from time to time.

vii)   Distributor Purchase Price – the dollar amount specified by Companywhich Processor will charge for Products, which may differ from distributor todistributor.  This Price may or may notinclude freight charges, prorated or otherwise, by mutual agreement betweenCompany and Processor.  DistributorPurchase Prices shall be outlined in Exhibit A and may be subject to adjustmentnot more frequently than once per calendar quarter.

viii)viii) Delivered – sold to Company’s designateddistributor, FOB Processor’s Plant.

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(3)      Confidentialtreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the SEC.

(4)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

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(b)     Initial Tolling Fee- The Parties hereto agree that the initial Tolling Fee for use in establishingprices to the Products listed in Exhibit A shall be equal to **[CONFIDENTIAL]**(5) per gallon or **[CONFIDENTIAL]**(6) per thirty-six (36)pound case to contain between **[CONFIDENTIAL]**(7) gallons per box for all satisfactory Products produced and deliveredhereunder.  If additional Products areadded to this Agreement, the Parties will mutually agree upon Tolling Feesapplicable to those added Products. Should product delivery cease to include nationwide locations andencompass only local territory serviced by SWT, the tolling fee will increaseby **[CONFIDENTIAL]**(8) cents per case as outlined in paragraph 3, above.

(c)     Quarterly Reviews**. **Within forty-five(45) days after the end of each calendar quarter during this Agreement, therepresentatives of the parties shall meet to review the performance of theparties, and the Processor’s Manufacturing Cost and Shrink.   In the event that there has been an upwardor downward change in the above costs (which may be subject to independentaudit) the parties shall in good faith apply the adjustment in pricing(Differed Credit /Debit) for the Products commensurate with such materialincrease or decrease in cost, such change to be effective from the beginning ofthe next pricing period, which will be outlined on a revised **Exhibit A**.

(d)     Payment Terms. Termsof payment shall be net 21, which terms shall apply as between Processor andCompany’s authorized distributors.  Company does not warrant or guarantee payment from the distributors.

**6.****     INVOICING REQUIREMENTS.**

(a)      Invoicing

(i) At the time ofeach delivery of Product, Processor shall issue an invoice or invoice orinvoices (in the form and manner as reasonably directed by the Company) to therelevant designated distributor, or directly to Company at Company’s option,requiring payment for the Product so delivered, listing Distributor’s PurchasePrice.  Processor will also send toCompany a duplicate copy of each invoice for deliveries made to designateddistributors using electronic means as directed by the Company.  The Company Portion will either be: (i)placed directly on Processors invoice by Processor to designated distributor atCompany’s request, (ii) invoiced by Company separately from the Processor’sinvoice with both invoices being provided by Processor to designateddistributor,

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(5)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

(6)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

(7)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

(8)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

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or (iii) invoiceddirectly by Company to designated distributor on one invoice includingDistributor’s Purchase Price based on Processor’s invoice provided directly toCompany.  The Company may direct fromtime to time which of the above three options it requests Processor to use forinvoicing Products.  All sales shall bemade FOB at Processor’s manufacturing facility and shall have the freight addedas agreed to by both parties. Payment terms for invoices shall be net 30 days.

(ii) The Per Unit Price shall be deemed to be earnedby, and be the sole property of, the Processor. The Company Portion shall be deemed to be earned by, and be the soleproperty of, the Company.  Any otheramount received by the Company from its designated distributors pursuant to theapplicable distribution agreements or otherwise shall be the sole property ofthe Company and the Processor acknowledges and agrees that (A) Processor shallhave no right, title or interest therein and (B) the Company shall have noobligation to account or otherwise report to Processor with respect to anyamounts other than the Per Unit Price.

(b)Certain Collection Matters

(i) Collection for “One Invoice” Billings.Certain invoices will require the designated distributors to make payment ofthe entire amount of the Distributor Purchase Price to either Processor orCompany, in which case the invoicing party shall act as a collection agent forthe other party and be responsible for remitting the applicable portion of theDistributor Purchase Price to the other party; provided, however, that eachreserves the right to collect amounts owed directly to it from the designateddistributors and shall assign to the other party upon request its collectionrights and otherwise cooperate with the lawful collection activities of theother party. If Company requests Processor to collect on its behalf, Processorwill require a reasonable administration fee as mutually agreed to by bothparties for such services.  ShouldCompany collect invoices for Processor, Processor will not pay suchadministration fee as such decision is made solely by Company.  In acting as a collection agent for otherparty, invoicing party shall use commercially reasonable efforts to collect allamounts owing from the designated distributors; provided, however, that, in noevent shall invoicing party have any liability for the other party’suncollected amounts.    If any amountcollected from a designated distributor is equal to less than the full amountdue then such amount shall be allocated pro rata between the Per Unit Price andthe Company Portion.

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**7.****       QUALITY ASSURANCE**.

(a)      Quality Standards.  Processor shall manufacture the Productsstrictly in accordance with the standards, procedures, specifications,formulations and recipes from time to time established and provided toProcessor by the Company, and shall handle and store all raw materials and allfinished Products in accordance with the quality controls established byProcessor and agreed to by the Company.

(b)      Inspection.  The Processor agrees to make the Plant andits processing facilities available for inspection by the Company and itsauthorized representatives upon the Company’s reasonable request during normalbusiness hours.   Further, Processorshall maintain appropriate books and records regarding manufacturing of theProducts and collections of accounts hereunder and shall make such books andrecords available to the Company and its authorized representatives forinspection and copying upon reasonable notice. Processor shall maintain such books and records for not less than oneyear following termination of this Agreement and the Company’s inspection rightshall continue during this time.  AllConfidential Information (defined below) of Processor acquired by or disclosedto any employee or agent of the Company during any such inspection shall beregarded as confidential pursuant to Section 13 of this Agreement.    The Company shall have the right, but notthe obligation, to inform Processor of any quality issues it discovers duringinspection.  Processor’s failure to curewithin 5 business days of Processor’s discovery for non-life threatening and 1day of discovery for life threatening quality issues will be grounds forimmediate termination of this Agreement, whether such discovery was made as aresult of Company’s inspection or otherwise.

(c)      Compliance withRegulations.  Processor agrees thatthe Products will be manufactured, packaged and labeled in compliance with, andwill not be adulterated or misbranded within the meaning of, the Federal Food,Drug and Cosmetic Act of 1938, or any other federal, state, foreign or locallaws or regulations applicable thereto, will not constitute an article that maynot be introduced into interstate commerce and will be manufactured insubstantial compliance with all applicable federal, state, foreign or locallaws and regulations applicable thereto. Unless Company otherwise agrees in writing, Processor will destroy allinventories that are not in conformity with Food and Drug Administration rulesand regulations or any applicable federal, state, foreign and local laws.  Processor agrees to notify Company promptlyof any regulatory action of which Processor has knowledge that is taken inrelation to it by any federal, state, foreign, county or municipal authorityand that relates to or affects the manufacture, storage, distribution or saleof the Products.  Without limiting theforegoing, Processor shall obtain all licenses and certifications necessary tolawfully produce the Products, including any necessary certifications underapplicable bioterrorism laws, and shall deliver copies of such licenses andcertifications to Company or designated distributors upon request.

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(d)      Product Recall andWithdrawal.  Either Party shallimmediately advise and consult with the other as to any Product recall orwithdrawal considerations; provided that Company shall have the absolute rightto recall or withdraw any Product if it determines in its sole discretion that(i) such Product may be contaminated, (ii) the use and/or distribution of suchProduct may pose an immediate threat to Company’s customers or (iii) suchProduct otherwise fails to conform to the quality standards set by Company andprovided to Processor.  Company shallbear the cost of any recall or withdrawal; provided, however, that Processorshall bear the cost of any recall or withdrawal that results directly from oris required as a result of Processor’s manufacture of the Products orprocurement of raw materials used in the manufacture of the Products other thanin strict compliance with this Agreement.

**8.****    CODE DATING AND LABELINFORMATION**.

Coding and labelinformation shall appear on each case or tub using a form that complies withany applicable laws and regulations, using information as directed by theCompany.

**9.****    CONTAINER AND PACKAGING;QUALITY AND PURITY STANDARDS/WARRANTY**.

Without limitingany other quality requirements set forth herein, the Processor shall performits obligations hereunder in accordance with the best practices of theindustry.  The Processor guarantees thatit will comply with the practices and policies set forth in CFR21.

Product packagingand/or containers shall be suitable for distribution to Company’s System viamotor cargo and shall serve to assure product quality and purity throughout thedistribution process.   In the event offailure of the containers to provide adequate Product protection and Productpurity or quality is compromised not due to mishandling during the distributionprocess, Processor shall provide credit for Products so compromised.   Processor shall establish a documentedprocess that the Company can disclose to the individual businesses within itsSystem defining container faults subject to this warranty and methodology forsubmission of claims.

**10.**** ****INSURANCE AND INDEMNIFICATION.**

(a)      Company Indemnification. Company hereby indemnifies Processor and forever holds Processorharmless from and against all claims, suits, actions, proceedings, damages,losses or liabilities, costs or expenses (including reasonable attorneys’ feesand expenses) arising out of, based upon, or in connection with (i) any breachof any of Company’s covenants in this Agreement or (ii) any claim that the use

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by Processor of the Namesand Marks as provided in this Agreement infringes upon any third partytrademark, service mark, or trade name.

(b)      Processor Indemnification. Processor hereby indemnifies Company and forever holds Company harmlessfrom and against all claims, suits, actions, proceedings, damages, losses orliabilities, costs or expenses (including reasonable attorneys’ fees andexpenses) arising out of, based upon, or in connection with, unless it is atthe direction of Company (i) any breach of any of Processor’s covenants in thisAgreement, (ii) any alleged defects in the manufacture or processing ofProducts; or (iii) any injuries or damages to purchasers, users, or consumersof Products arising from defects in the procurement of raw materials hereunderand the manufacturing, processing or packaging of Products.

(c)      Conditions of Indemnification. As a condition of indemnification under this Section, the party seekingindemnification shall give the other party (for purposes of this Section calledthe “Indemnifying Party”) immediate notice of and copies of all pleadings andcorrespondence related to the assertion of any such claim, proceeding, action,or suit and agrees not to settle, compromise, or otherwise dispose of any suchclaim, proceeding, action or suit without the prior written consent of theIndemnifying Party.  The IndemnifyingParty shall hold the Indemnified Party harmless and shall assume the defense orsettlement of any such claim, proceeding, action, or suit at its expense. TheParty seeking indemnity shall reasonably cooperate with the Indemnifying Partyin defense of the action at its own expense.

(d)      Insurance.** **Atall times during the term of this Agreement, Processor shall maintainappropriate insurance at commercially reasonable levels of coverage to coverall of its obligations under this Agreement, including, without limitation,general liability insurance and malicious product tampering, product liability,and product recall insurance with respect to the manufacture and sale of theProducts, in each case with minimum coverage of **[CONFIDENTIAL]**(9) per occurrence.  All such insurance shall be issued by aninsurance carrier or carriers rated A or better by the industry and shall namethe Company as an additional insured on a primary non-contributory basis.  Processor shall submit to the Companyannually a copy of a certificate of insurance evidencing this coverage andshall give Company at least 30 days prior written notice of any materialmodification or termination of the coverage.

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(9)      Confidential treatment hasbeen requested for the redacted portion. The confidential, redacted portions have been filed separately with theSEC.

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**11.****  COMPANY NAMES AND MARKS**.

Whenever Processoruses the Company’s proprietary names, trademarks and service marks attachedhereto as **Exhibit B** (“Names andMarks”), Processor shall affix the appropriate trademark notice and agrees touse the registration symbol of “R” in connection with its use of the Names andMarks, or “TM” where the mark has not been registered federally, and in eachinstance where appropriate accompanied by the words “Reg. TM of TCBY Systems,LLC” or a reasonable facsimile thereof or such other reference as may bedesignated by Company from time to time. Where Names and Marks are used more than once on packaging, in copy oron the Products, the “R” or “TM” designation need only be used once either onthe most prominent use of the Licensed Name and Mark, or if all uses are ofequal prominence, then on the first use of the Names and Marks in or on eachpackage, copy, or Product.  Processorshall use the Names and Marks only as trademarks, service marks, or trade namesand shall affix the notice as specified. Processor shall not have the right, unless previously agreed in writingby Company, to use other trademarks, service marks, or trade names onpackaging, copy or on the Products. Company shall have the right to own and register any such othertrademark, service mark, or trade name which is registerable, and Processorshall cooperate with Company by providing packaging, labeling, anddocumentation as may be required to obtain and maintain such registration.

(a)      Restrictions on Use. Unless Company consents in writing, which consent shall not beunreasonably withheld, Processor shall use the Names and Marks (i) for thepurposes of and pursuant to this Agreement; or (ii) only in a manner consistentwith the scope of the relevant registration of the Names and Marks orapplications therefore; or (iii) only in the manner permitted and prescribed byCompany as set forth herein; or (iv) only with respect to Products; or (v) onlyto label and sell Products to designated distributors.

(b)      Recognition of Goodwill. Processor recognizes the value of the goodwill associated with the Namesand Marks and acknowledges that the Names and Marks and all rights therein andgoodwill pertaining thereto belong exclusively to Company.

(c)      Validity of Other Agreements. Processor agrees that it will not, during the term of this Agreement orthereafter, attack the title or any rights of Company in and to the Names andMarks, or any other license agreement or franchise agreement involving theNames and Marks to which Company is a party.

(d)      Validity of Licensed Names and Marks.  Processor agrees that it will not intentionallydestroy, impair or in any way impede the effect and validity of the Names andMarks.

(e)      Infringement.  Processor agrees to assist Company, atCompany’s cost and expense, to the extent necessary in the procurement of anyprotection or to protect any of Company’s rights to the Names and Marks.

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**12.****  NOTICE**.

All notices,requests, demands, and other communications hereunder by which either party isto be legally bound shall be in writing and shall be given (i) by FederalExpress (or other established express delivery service which maintains deliveryrecords), (ii) by hand delivery, (iii) or by facsimile transmission, to theparties at addresses set forth below or at such other address given by likenotice.  Notices shall be deemedeffective upon receipt.

If to the Processor:              Scott BrothersDairy, Inc.

12000 S. East EndAve

Chino, CA 91710

Attn: MichaelPeauroi

If to the Company:

TCBY Systems, LLC

2855 EastCottonwood Parkway

Suite 400

Salt Lake City,Utah 84121

Attn:  Director of Purchasing

With copy to:  Legal Department

**13.****  CONFIDENTIALITYAGREEMENT.**

The Parties agreethat they will notdisclose any Confidential Information which each has received about the otherParties by virtue of their relationship under this Agreement to any personother than to their employees or agents and then only on a “need to know” basisto fulfill the terms of this Agreement, nor will the Parties use anyConfidential Information which is received by virtue of the relationship underthis Agreement for their own benefit or for the benefit of any third partywithout the prior written consent of the disclosing party except asspecifically provided for herein.  TheParties will ensure that all of its representatives who obtain access toConfidential Information are informed of the confidential nature of the informationwhich they receive and that they are bound by the obligation to maintain itsconfidentiality in accordance with all the terms hereof.  “Confidential Information” shall mean allinformation with respect to the business of each of the Parties, including butnot limited to the marketing, sales, formulations (including yogurtformulations), specifications, methods of manufacture, distribution,franchising, names of agents and franchisees, inventions, equipment, know-how,pricing and purchasing of the Parties which is

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consideredconfidential by the disclosing Party and which is received by virtue of theRelationship created by this Agreement. The parties agree that irreparable harm will result if this provision is breached andmonetary damages will not make the aggrieved party whole, and jointly agreethat a court ordered injunction or restraining order would be appropriate tostop the misuse of any Confidential Information by the breaching party.  This provision shall survive any terminationor expiration of this Agreement.  Confidential Information shall not include any information that was (i)was in the possession of the receiving Party at the time of such disclosure bythe disclosing Party, (ii) becomes available to the receiving Party on a non-confidentialbasis from a source other than the disclosing Party, provided that such sourceis not bound by a confidentiality agreement with the disclosing Party; or (iii)was already known to the general public or subsequently became known to thegeneral public through no fault or omission on the part of the receiving Partyor (iv) was independently developed by the receiving Party employees withoutuse of the Confidential Information.

**14.**** ****NON-COMPETITION AGREEMENT.**

Processor agrees not to undertake any manufacture of other products forother parties which shall diminish or preclude their ability to perform theobligations that they have agreed to herein.

**15.**** ****FORCE MAJEURE.**

Neither Company nor Processor shall be liable for loss ordamage or deemed to be in breach of this Agreement if their failure to performobligations results from: (i) compliance with any law, regulation, requirementor instruction of any federal, state, municipal or foreign government or anydepartment or agency thereof; (ii) acts of God; (iii) fires, strikes,embargoes, war or riot; or (iv) any other similar event or cause beyond thereasonable control of the other Party. Any delay resulting from any of said causes shall extend performanceaccordingly or excuse performance, in whole or in part, as may be reasonable,except that said causes shall not excuse payments of amounts owed at the timeof such occurrence.   Should such ForceMajeure extend beyond 90 days, the other party may terminate the Agreement byproviding written notice to the other party in accordance with section 2 (d).

**16.**** ****MISCELLANEOUS**.

(a)      It is agreed that neitherparty has made or is making any representations or warranties, express orimplied, not explicitly set forth in this Agreement, the exhibits and theattached letters hereto, that this Agreement and its exhibits and attachmentsrepresent the entire Agreement between the parties hereto and it cancels andsupersedes all earlier agreements, written or oral, and that no waiver,modification, or change of any of the terms of this Agreement shall be validunless set forth in writing

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signed by bothparties.

(b)      If any condition, term, orcovenant of this Agreement shall at any time be held to be void, invalid, orunenforceable, such condition, covenant, or term shall be construed asseverable and shall attach only to such condition, covenant or term and shallnot in any way affect or render void, invalid, or unenforceable any othercondition, covenant, or term of this Agreement, and this Agreement shall becarried out as if such void, invalid, or unenforceable term were not embodiedherein.

(c)      This Agreement shall inureto the benefit of the parties and their successors, and assigns (provided theassignment does not violate the terms hereof and the assignment is made with theconsent of the other party, which consent will be at the sole discretion of theother party, and shall be binding upon the parties, their successors, andassigns.

(d)      This Agreement shall begoverned by the internal laws of the State of Utah, without regard to conflictsof law principles.

 

IN WITNESSWHEREOF, the parties have caused this Agreement to be executed as of the dayand year first above written.

 
| **Scott Brothers Dairy** | ** **           | **TCBY SYSTEMS, LLC**                |
|--------------------------|----------------------|--------------------------------------|
| ** **               | ** **           | ** **                           |
| By:                      | /s/ Michael  Peauroi |                                 |   | By: | /s/ Michael Ward |   |
|                     |                 |                                 |
| Title: General  Manager  |                 | Title: Exec. VP, Chief Legal Officer |
|                     |                 |                                 |
| Date: December  5, 2006  |                 | Date: November 30, 2006              |
|                          |                      |                                      |  |  |  |  |

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## Schedule A

[ConfidentialTreatment has been requested for this Schedule. The confidential redacted portions have been filed separately with theSEC]

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**Exhibit B**

TCBY®

“TCBY” THE COUNTRY’SBEST YOGURT®

BERIYOTM

YOVANA®

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