**Exhibit10.77**

**PRODUCT SUPPLY AGREEMENT**

THIS AGREEMENT(the “Agreement”) is made and entered into this 5th day of December, 2006, byand between **Yarnell Ice Cream****Company, Inc**., an Arkansas corporation (the “Processor”) andTCBY 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 Searcy, Arkansas (the “Plant”) to be made available todistributors designated by Company who will purchase the products for resale tothe 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**.

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.

(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 agrees asto all needed specifications for the new product(s), pricing and minimum volumerequirements, if any.   Processor will

1

----

not unreasonably deny Company’s request to add newproduct(s).  Company may also introduceproduct(s) that will be needed for seasonal purposes only, and Processor agreesto manufacture such seasonal product(s) in amounts designated by Company from timeto time if doing so can be reasonably accomplished; provided that Processor andCompany agree as to all needed specifications for the seasonal product(s),pricing and minimum volume requirements, if any. Company agrees to purchase anyremaining components after requested production of a seasonal item withparticular attention to those items with minimum order requirements over andabove those needed for the production of the seasonal item, provided processorconsults with Company prior to placing orders with a minimum that exceedsrequired production.   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 Product from **Exhibit A**by providing Processor notice inwriting of the cancellation of the Product. Upon receipt of notice of cancellation of a Product, Processor shall:(i) immediately stop all production of the Product, (ii) take all reasonablesteps to stop cost commitments related to the Product, and (iii) inform Companyof the remaining inventory of finished product and related components it holdswith respect to the discontinued Product. Upon receipt of such information, the Company shall have the option to(a) compensate Processor for all remaining finished or unfinished components ofthe cancelled Product in the manner outlined in Section 2(d) below; or (b)decide to reinstate such Product to Exhibit A.

**2.  TERM/TERMINATION**.

(a)     ThisAgreement shall commence upon the date first written above and shall continuefor a period of three (3) years, unless earlier terminated pursuant to Section2(b) or 2(c).  Thereafter this Agreementshall automatically renew for additional one-year periods unless either partygives at least one hundred and eighty (180) days notice prior to the end of thethen current Term of 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 cure periodsfor specific material obligations are included elsewhere in the Agreement, inwhich case those specific cure periods will apply).

(c)     At theend of the first six months of this Agreement, the Processor and the

2

----

Company shall each have the right to terminate thisAgreement without cause by providing the other party at least one hundred andeighty (180) calendar days notice of termination such notice must be providedin writing in the manner outlined below.  Notice of termination may occur only after both parties specificallyoutline areas of concern and a reasonable period of time is given to the otherparty to address and provide reasonable remedies to said concerns wherefeasible.

(d)     In theevent 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 30 dayssupply unless agreed to in writing or a result of minimum order requirementsfrom Company’s required raw material vendors when minimum exceeds a 30 daysupply.  The Company shall purchase anyfinished goods inventory of the Products that is in the Processor’s possessionon the effective date of termination; however, the total amount of finishedgoods shall not exceed a thirty (30) day supply, calculated based on theaverage monthly demand over the previous six months as provided to Processor asoutlined in Section 3(a) of this Agreement, unless otherwise agreed to by theparties in writing.  After notice oftermination, all future production and purchases of Raws shall be mutually agreedupon.  The Company’s and the Processor’sremedies upon any termination hereunder shall not be to the exclusion of anyother remedy available to the parties, at law or otherwise.

**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 beinfluenced by current product movement, seasonality, and similar issues, andProcessor agrees to follow Company’s instruction regarding all current andfuture production needs.  The Processorwill deliver within +/- five percent (5%) the quantity of products orderedwithin two (2) weeks of its receipt of production orders, but agrees to onlydeliver Product to distributors and/or purchasers specifically authorized bythe Company, which may be modified from time to time by Company’s Purchasingand Distribution Department.

3

----

**4.****             ****DISCONTINUEDAND OBSOLETE.**

In the event a Product is discontinued or becomes obsolete, theProcessor and Company shall negotiate a disposition of the Product that willinclude any and all finished goods, proprietary raw materials and packaging.

**5.****             ****SALEPRICE 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 aquarterly basis reflecting Processor’s actual documented per run loss of materials,not to exceed 3% in any quarter during the term.

iii)   Raws – unique materials and ingredients requiredby 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 dollaramount specified by Company which Processor will charge for Products, which maydiffer from distributor to distributor. This Price may or may not include freight charges, prorated orotherwise, by mutual agreement between Company and Processor.  Distributor Purchase Prices shall be outlinedin Exhibit A and may be subject to adjustment not more frequently than once percalendar quarter.

viii)viii) Delivered – sold to Company’s designated distributor, FOBProcessor’s Plant.

(b)      Initial Tolling Fee - The Parties hereto agree that theinitial Tolling Fee for use in establishing prices to the Products listed inExhibit A shall be equal to **[CONFIDENTIAL](1)** per gallon or **[CONFIDENTIAL](2)** per three-gallon tub for all satisfactory Products produced anddelivered hereunder.  If additionalProducts are added to this

----

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

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

4

----

Agreement, the Parties will mutually agree uponTolling Fees applicable to those added Products.  Tolling fee is subject to annualizedadjustments based upon the National CPI to be reviewed each December starting1/1/08 for implementation in the following quarter.   This CPI adjustment will be taken from dataprovided by the U.S. Department of Labor Statistics.

(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 audited by the Company orits authorized representatives) the parties shall in good faith apply theagreed upon adjustment in pricing (Differed Credit /Debit) for the Productscommensurate with such material increase or decrease in cost, such change to beeffective from the beginning of the next pricing period, which will be outlinedon a revised **Exhibit A**.

(d)      PaymentTerms. Terms of payment shall be net 30, which terms shall apply as betweenProcessor and Company’s authorized distributors.   Company does not warrant or guaranteepayment from the distributors. Processor reserves the right to withhold creditterms to authorized distributors if payments are not made within said terms.  Additionally, Processor reserves the right touse reasonable means to collect past due balances from authorized distributors.

**6.     INVOICING REQUIREMENTS.**

(a)   Invoicing

(i)  At the time of each delivery of Product,Processor shall issue an invoice or invoices (in the form and manner asreasonably directed by the Company) to the relevant designated distributor, ordirectly to Companyat Company’s option, requiring payment for the Product sodelivered, listing Distributor’s Purchase Price.  Processor will also send to Company aduplicate copy of each invoice for deliveries made to designated distributorsusing 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, or (iii) invoiceddirectly by Company to designated distributor onone invoice including Distributor’s Purchase Price based on Processor’s invoiceprovided directly to Company.  TheCompany may direct from time to time which of the above three options itrequests Processor to use for invoicing Products.  All sales shall be made FOB at Processor’smanufacturing facility and shall have the freight added as agreed to by bothparties. Payment terms

5

----

for invoices shallbe 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.

**7.    QUALITY ASSURANCE**.

(a)      QualityStandards.  Processor shallmanufacture the Products strictly in accordance with the standards, procedures,specifications, formulations and recipes from time to time established andprovided to Processor by the Company, and shall handle and store all rawmaterials and all finished Products in accordance with the quality controlsestablished by Processor and agreed to by the Company.

6

----

(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 audit rightshall continue for 6 months.  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 15 business days of Processor’s discovery for non-life threatening andimmediately after discovery of life threatening quality issues will be groundsfor immediate termination of this Agreement, whether such discovery was made asa result of Company’s inspection or otherwise.

(c)      Compliancewith Regulations.  Processor agreesthat the Products will be manufactured, packaged and labeled in compliancewith, and will not be adulterated or misbranded within the meaning of, theFederal Food, Drug and Cosmetic Act of 1938, or any other federal, state,foreign or local laws or regulations applicable thereto, will not constitute anarticle that may not be introduced into interstate commerce and will bemanufactured in substantial compliance with all applicable federal, state,foreign or local laws and regulations applicable thereto.  Unless Company otherwise agrees in writing,Processor will destroy all inventories that are not in conformity with Food andDrug Administration rules and regulations or any applicable federal, state,foreign and local laws.  Processor agreesto notify Company promptly of any regulatory action of which Processor hasknowledge that is taken in relation to it by any federal, state, foreign,county or municipal authority and that relates to or affects the manufacture,storage, distribution or sale of the Products. Without limiting the foregoing, Processor shall obtain all licenses andcertifications necessary to lawfully produce the Products, including anynecessary certifications under applicable bioterrorism laws, and shall delivercopies of such licenses and certifications to Company or designateddistributors upon request.

(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 reasonably determines in its solediscretion that (i) such Product is contaminated, (ii) the use and/ordistribution of such Product may pose an immediate threat to Company’scustomers or (iii) such Product otherwise fails to conform to the quality

7

----

standardsset by Company and provided to Processor. Company shall bear the reasonable cost of any recall or withdrawal;provided, however, that Processor shall bear the reasonable cost of any recallor withdrawal that results directly from or is required as a result ofProcessor’s manufacture of the Products or procurement of raw materials used inthe manufacture of the Products other than in strict compliance with thisAgreement.

**8.  CODE DATING AND LABEL INFORMATION**.

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 as listed in **Exhibit C**

**9.  CONTAINER AND PACKAGING; QUALITY AND PURITYSTANDARDS/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 but due to manufacturer error, Processor shall provide credit forProducts so compromised.   Processorshall establish a documented process that the Company can disclose to theindividual businesses within its System defining container faults subject tothis warranty and methodology for submission of claims.

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

(a)  CompanyIndemnification.  Companyhereby indemnifies Processor and forever holds Processor harmless from andagainst 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 (i) any breach ofany of Company’s covenants in this Agreement or (ii) any claim that the use byProcessor of the Names and Marks as provided in this Agreement infringes uponany third party trademark, service mark, or trade name.

(b)  ProcessorIndemnification.  Processorhereby indemnifies Company and

8

----

forever holdsCompany harmless from and against all claims, suits, actions, proceedings,damages, losses or liabilities, costs or expenses (including reasonable attorneys’fees and expenses) arising out of, based upon, or in connection with, unless itis at the direction of Company (i) any breach of any of Processor’s covenantsin this Agreement, (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)  Conditionsof Indemnification.  As acondition 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.** **At all times during the term ofthis Agreement, Processor shall maintain appropriate insurance at commerciallyreasonable levels of coverage to cover all of its obligations under thisAgreement, including, without limitation, general liability insurance andmalicious product tampering, product liability, and product recall insurancewith respect to the manufacture and sale of the Products, in each case withminimum coverage of **[CONFIDENTIAL]**(3) 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.

**11. COMPANYNAMES 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

----

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

9

----

“Reg. TM of TCBYSystems, LLC” or a reasonable facsimile thereof or such other reference as maybe designated 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)  Restrictionson Use. Unless Company consents in writing, which consent shall notbe unreasonably 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)  Recognitionof Goodwill. Processor recognizes the value of the goodwill  associated with the Names and Marks andacknowledges that the Names and Marks and all rights therein and goodwillpertaining thereto belong exclusively to Company.

(c)  Validityof 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)  Validityof Licensed Names and Marks. Processor agrees that it will not intentionally destroy, impair or inany way impede the effect and validity of the Names and Marks.

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

**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 Federal

10

----

Express (or otherestablished express delivery service which maintains delivery records), (ii) byhand delivery, (iii) or by facsimile transmission, to the parties at addressesset forth below or at such other address given by like notice.  Notices shall be deemed effective uponreceipt.
| If to the Processor: |   | Yarnell Ice Cream Company, Inc. |
|----------------------|--------|---------------------------------|
|                 |   | 205 South Spring  Street        |
|                 |   | Searcy, Arkansas  72143         |
|                 |   | Attn: Christina  Yarnell        |
|                 |   |                            |
| If to the  Company:  |   |                            |
|                 |   |                            |
|                 |   | TCBY Systems,  LLC              |
|                 |   | 2855 East  Cottonwood 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 considered confidential by thedisclosing Party and which is received by virtue of the Relationship created bythis Agreement.  The parties agree thatirreparable harm will result ifthis provision is breached and monetary damages will not make the aggrieved

11

----

partywhole, and jointly agree that a court ordered injunction or restraining orderwould be appropriate to stop the misuse of any Confidential Information by thebreaching party.  This provision shallsurvive any termination or expiration of this Agreement.   Confidential Information shall not includeany information that was (i) was in the possession of the receiving Party atthe time of such disclosure by the disclosing Party, (ii) becomes available tothe receiving Party on a non-confidential basis from a source other than thedisclosing Party, provided that such source is not bound by a confidentialityagreement with the disclosing Party; or (iii) was already known to the generalpublic or subsequently became known to the general public through no fault oromission on the part of the receiving Party or (iv) was independently developedby the receiving Party employees without use 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 neither party has made or ismaking any representations or warranties, express or implied, not explicitlyset forth in this Agreement, the exhibits and the attached letters hereto, thatthis Agreement and its exhibits and attachments represent the entire Agreementbetween the parties hereto and it cancels and supersedes all earlieragreements, written or oral, and that no waiver, modification, or change of anyof the terms of this Agreement shall be valid unless set forth in writingsigned by both parties.

(b)  If any condition, term, or covenant of thisAgreement shall at any time be

12

----

held to be void,invalid, or unenforceable, such condition, covenant, or term shall be construedas severable and shall attach only to such condition, covenant or term andshall not 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 inure to the benefit ofthe parties and their successors, and assigns (provided the assignment does notviolate the terms hereof and the assignment is made with the consent of theother party, which consent will be at the sole discretion of the other party,and shall be binding upon the parties, their successors, and assigns.

(d)  This Agreement shall be governed by theinternal laws of the State of Utah, without regard to conflicts of lawprinciples.

IN WITNESSWHEREOF, the parties have caused this Agreement to be executed as of the dayand year first above written.
| **YARNELL ICE CREAM COMPANY, INC.** |           | **TCBY SYSTEMS, LLC**                |
|-------------------------------------|----------------|--------------------------------------|
| ** **                          |           | ** **                           |
| By:                                 | /s/ James Fink |                                 |   | By: | /s/ Michael Ward |   |
|                                |           |                                 |
| Title: President                    |           | Title: Exec. VP, Chief Legal Officer |
|                                |           |                                 |
| Date: December  5, 2006             |           | Date: December 5, 2006               |
|                                     |                |                                      |  |  |  |  |

 

13

----

## **Exhibit A**

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

14

----

**Exhibit B**

TCBY®

“TCBY” THE COUNTRY’SBEST YOGURT®

BERIYOTM

YOVANA®

15

----

**Exhibit C**

Example of caselabeling

16

----