GUITTARD® FIRM CONTRACT G971 Since 1868 JAN 19, 2010

Exhibit 10.2

		GUITTARD®		FIRM
				CONTRACT
				G971
		Since     1868		JAN 19, 2010

GUITTARD CHOCOLATE CO. OF BURLINGAME, CALIFORNIA, AGREES TO SELL, AND

ROCKY MOUNTAIN CHOCOLATE FACTORY
000 XXXXXX XXXXX		ACCT:   475155
DURANGO, CO 81301		PHONE: 000-000-0000
ATTN: XX. XXXXX XXXXXXXX

5

AGREES TO PURCHASE THE FOLLOWING SUBJECT TO THE CONDITIONS INDICATED BELOW:

QTY.		ITEM		PACK		PRICE PER POUND		F.O.B. LOCATION
*		*		*		*		*

Please add:

* for Salt Lake City, UT

WITHDRAWALS TO START NOW AND TO BE COMPLETED BY JUNE 30, 2010

     At seller’s option withdrawal date may be extended ninety days at an additional charge of one hundred and thirty cents per hundred weight.

     Our terms are 2% ten days, thirty days net, seller’s credit department having the right to determine the amount of open credit during the thirty day period. If buyer fails to fulfill the terms of payment, the seller has the right to defer shipments until such payments are made.

     Should any form of tax be levied by the United States Government, or any political subdivisions, on these items, or on the raw materials contained therein, it shall be assumed and paid for by the buyer.

     Performance of this contract by the seller shall be excused in the event of floods, fires, strike, plant disablement, war, raw material controls, acts of God, or other conditions beyond its control, no matter where such event occurs.

     Buyer will be protected against advance in price, but it is understood and agreed that the above prices are NOT GUARANTEED AGAINST decline.

ACCEPTED BY:				ACCEPTED BY:
ROCKY MTN. CHOCOLATE FACTORY				GUITTARD CHOCOLATE COMPANY
CUSTOMER NAME
/s/ Xxxxx X. Xxxxxxxx				/s/ Xxxx Xxxxx
BUYER
February 9, 2010				January 19, 2010
Date				Date

CUSTOMER COPY

Legend:

* The material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the Commission.

GUITTARD CHOCOLATE COMPANY
Manufacturers of Fine Chocolate and Cocoa Products Since 1868
00 XXXXXXXX XXXX, XXXXXXXXXX, XX 00000 • P.O. BOX 4308, BURLINGAME, CA 94011-4308
(000) 000-0000 • (000) 000-0000 • xxx.xxxxxxxx.xxx