CO-BRAND LICENSE AGREEMENT

THIS CO-BRAND LICENSE AGREEMENT ("Agreement") is made as of the 6th day of September, 2001 (the "Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarry town, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc., with its principal place of business at 5858 N. E. 8 7th Avenue, Portland, OR 97220-1312 (hereinafter referred to as "YoCream").

WITNESSETH

WHEREAS, Dannon is the owner of the trademark "DANNON" and certain logos and other marks which incorporate such trademarks, as shown on Exhibit "B" hereto; and

WHEREAS, YoCream is the owner of the trademark "YOCREAM" ("YoCream Mark") and manufactures and sells mix for making soft frozen yogurt under the YoCream Mark; and manufactures and sells mixes for other soft frozen yogurt under other brands, and co-packing and private branding arrangements with others; and

WHEREAS, the Parties desire to enter into the arrangement contemplated by the Asset Purchase Agreement whereby soft frozen yogurt will be manufactured, marketed and sold by YoCream under a co-brand determined as provided in Section 1.1 (a) in the definition of "Co-Brand"; and

WHEREAS, to obtain from Dannon a license to use the Dannon trademark in connection with such manufacture, marketing and sale of the soft frozen yogurt product, YoCream recognizes the vital importance of protecting Dannon's exclusive and valuable rights in and to said trademark and the goodwill symbolized thereby.

NOW, THEREFORE, in consideration of the covenants and promises hereinafter contained, Dannon and YoCream hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. For purposes of this Agreement, the following terms shall be defined as follows:

(a) "Co-Brand" means such trademark and/or branding which incorporates the Mark (as hereafter defined) and the YoCream Mark as the Parties may hereafter mutually agree upon. Without limiting either party's discretion in determining whether or not to agree to a specific proposed "Co-Brand," the parties currently anticipate that the Co-Brand would be in the spirit of that reflected on Exhibit "A," incorporated herein by reference.

(b) "License Year" means the period commencing on the Effective Date and ending on the anniversary thereof for any calendar year that this Agreement is in effect.

(c) "Mark" means Dannon's federally registered trademark, Registration Number 2,304,910 and Application No. 75/029,984 and Dannon's logo as set forth in Exhibit "B" hereto, incorporated herein by reference.

(d) "Net Sales" means YoCream's invoice price for the Product to the customers, less any applicable variable distribution charges, rebates paid to the customer, any Product related deduction taken by the customer in the course of business, and cash payment term discount applicable to such customers as of the Effective Date of this Agreement as mutually agreed by the Parties on a customer by customer basis. Invoices will be included in the royalty calculation after the invoice has been paid in full, including rebates or other approved Product related deductions.

(e) "Party" or "Parties" means Dannon and/or YoCream.

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