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DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the “Agreement”) is entered into on ___ May, 2009 (the “Effective Date”) by and between TASTI D-LITE LLC, a Delaware limited liability company (the “Manufacturer”), and TASTI D LITE MEXICO, S.A. DE C.V., a corporation formed under the laws of the United Mexican States (the “Distributor”). Manufacturer and Distributor shall also be referredherein individually as a “Party” or collectively as the “Parties” to this Agreement. WITNESSETH: WHEREAS, Manufacturer is the sole owner of a proprietary soft-serve frozen dairy dessert, which includes a Base Mix and various proprietary Recipes (the “Product”); WHEREAS, Manufacturer desires to distribute the Product to Distributor to be sold within the Territory (defined below); and WHEREAS,Distributor desires to purchase the Product from Manufacturer to be sold within the Territory. NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, it is hereby mutually agreed to by the Parties as follows: 1. DISTRIBUTORSHIP APPOINTMENT. Subject to the terms, provisions, limitations and restrictions of this Agreement, including thelimitations and restrictions stated in Section 3, Manufacturer appoints Distributor to engage in Wholesale Distribution of the Product in the Territory and appoints Distributor as the wholesale distributor of the Product in the Territory. The appointment described herein shall be exclusive and Manufacturer agrees not to appoint another wholesale distributor of Product in the Territory so long asthis Agreement remains in effect, but reserves the rights (i) to appoint other wholesale distributors of the Product outside the Territory, (ii) to appoint wholesale distributors of Manufacturer’s products other than the Product, both inside and outside the Territory, (iii) to grant franchises for the operation of Franchised Outlets, which sell any or all of the Product and/or other merchandise toend users outside the Territory, and (iv) to enter into know-how license agreements and contract manufacturing agreements with dairies and manufacturing plants located both inside and outside the Territory relating to the manufacture of the Product, Hard Pack Items or Specialty Items. Upon the expiration or termination of this Agreement, all of Distributor’s rights under this Agreement shallterminate immediately, whether or not Distributor or any of its affiliates maintain the right to operate Franchised Outlets in the

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Territory, which rights shall be governed exclusively by a separate agreement or agreements between Manufacturer and Distributor (or its affiliate(s)). 2. EXTENT OF WHOLESALE DISTRIBUTION RIGHTS. Distributor’s Wholesale Distribution rights aresubject to the following limitations and restrictions. a) Manufacturer may authorize dairies outside of the Territory to manufacture Hard Pack Items, and may later authorize other dairies with plants in the Territory to manufacture the Product, Hard Pack Items and other Tasti Brand or non-Tasti Brand products under know-how license agreements which impose no restrictions on the licensee’s right todistribute these products in the Territory. Distributor’s right to distribute the Product is therefore subject to the rights of know-how licensees to distribute the Product they manufacture anywhere in the Territory. b) Operators of Franchised Units also produce and sell Specialty Items. Distributor’s right to engage in Wholesale Distribution of Specialty Items shall not prohibit or restrictoperators of Franchised Units from engaging in the production or retail sale of Specialty Items. c) Distributor may not sell the Product to unsuitable retailers, that is, retailers who cannot assure proper storage, handling and delivery of Product to the extent necessary to maintain the quality and purity of the Product in their possession. d) Distributor expressly agrees not to directly or indirectly...