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Franchise Agreement - Mrs. Fields Development Corp. and Butterwings Inc.

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                               FRANCHISE AGREEMENT

                                     BETWEEN
                       MRS. FIELDS DEVELOPMENT CORPORATION
                                       AND
                                BUTTERWINGS, INC.
                                   FRANCHISEE



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                       MRS. FIELDS DEVELOPMENT CORPORATION
                               FRANCHISE AGREEMENT

                                TABLE OF CONTENTS


ARTICLE 1 .DEFINITIONS; 1REAMBLES; AND ACKNOWLEDGMENTS .....................   1

       1.1Date of Agreement ................................................   1
       1.2Certain Definitions ..............................................   1
       1.3Preambles ........................................................   3
       1.4Acknowledgments ..................................................   3

ARTICLE 2GRANT OF FRANCHISE ................................................   3

       2.1Franchise ........................................................   3
       2.2Initial Term of the Franchise Agreement ..........................   4
       2.3Renewals .........................................................   4
       2.4Reservation of Certain Rights ....................................   4

ARTICLE 3SITE SELECTION, LEASE OF PREMISES AND DEVELOPMENT OF THE LICENSED
                     STORE .................................................   4
       3.1 Site Selection ..................................................   4
       3.2 Acquisition of the Premises .....................................   5

                        (a)Your Obligation to Obtain Lease                     5
                        (b)Use of Premises Currently Under Lease to Us         5
                        (c)Expiration of Lease                                 6
                        (d)Effect of our Approval of Lease                     6

       3.3Licensed Store Development .......................................   6

                        (a)Plans and Specifications ........................   6
                        (b)Contractors .....................................   6
                        (c)Development Obligations .........................   6

3.4Fixtures, Furnishings, Equipment and Signs ..............................   6

3.5Licensed Store Opening ..................................................   7
3.6Grand Opening Promotion .................................................   7

ARTICLE 4TRAINING AND GUIDANCE .............................................   7
     4.1 Training ..........................................................   7
     (a) Training for You and the Licensed Store Manager ...................   7
     (b) Use of the Licensed Store for Training ............................   8
     (C) Failure to Complete Training ......................................   8
     (d) Refresher Training ................................................   8

       4.2 Operations Manual ...............................................   8
       4.3 Guidance ........................................................   8

ARTICLE 5 FEES .............................................................   9
       5.1 The Franchise Fee ...............................................   9
       5.2 Royalty Fee .....................................................   9
       5.3 Late Charge; Interest on Late Payments ..........................   9
       5.4 Application of Payments .........................................   9

ARTICLE 6 ADDITIONAL OBLIGATIONS ..........................................    9
       6.1 System Standards ...............................................    9
       6.2 Performance of Duties and Obligations ..........................   11
       6.3 Restrictions on Operations and Customers .......................   11
       6.4 Accounting, Reports and Financial Statements ...................   11
        (a) Gross Revenue Reports .........................................   11
        (b) Monthly Financial Reports .....................................   11
        (c) Semi-Annual Reports ...........................................   11
        (d) Tax Returns ...................................................   11

6.5 Retention of Records ..................................................   12
6.6 Our Right to Inspect the Licensed Store ...............................   12
6.7 Our Right to Audit ....................................................   12
6.8 Surveys ...............................................................   13
6.9 Guaranties by Entity Owners ...........................................   13
6.10 Obligations with Respect to Restricted Persons . . ; .................   13
6.11 Insurance ............................................................   13

               (a) Casualty Insurance .....................................   13
               (b) Liability Insurance ....................................   13
               (c) Workmen's Compensation Insurance .......................   13
               (d) Other Insurance Policies ...............................   13
               (e) Policy Requirements ....................................   13
               (f) Release of Insured Claims ..............................   14

ARTICLE 7 MARKETING AND PROMOTION .........................................   14
7.1 The Marketing Fund ....................................................   14
          (a) Establishment of Marketing Funds; Marketing Fund
              Contributions ...............................................   14
          (b) Right to Direct Operation of the Marketing Fund .............   14
          (c) Accounting for the Marketing Fund ...........................   14
          (d) Benefits to Individual Stores ...............................   15
          (e) Collection of Marketing Fund Contributions ..................   15
          (f) Suspension or Termination of Marketing Fund; Reinstatement15

7.2Advertising and Promotional Activities by You ..........................   15
7.3Marketing Contributions From Suppliers .................................   16
7.4Our Advertising Materials ..............................................   16

ARTICLE 8 CONFIDENTIAL INFORMATION AND USE
       OF THE MARKS .......................................................   16
8.1Confidential Information ...............................................   16
8.2Concepts Developed by You ..............................................   16
8.3Ownership and Goodwill of Marks ........................................   16
8.4Limitations on Your Use of Marks .......................................   17
8.5Discontinuance of Use of Marks .........................................   17
8.6Notification of Infringements and Claims ...............................   17
8.7Our Indemnification of You .............................................   17
8.8Copyrights .............................................................   17

ARTICLE 9 EXCLUSIVE RELATIONSHIP ..........................................   18
9.1 Non-Competition .......................................................   18

ARTICLE 10 TRANSFERS .............................................     18
       10.1Transfers by Us .......................................     18
       10.2Restrictions on Transfers by You ......................     18
       10.3Conditions for Approval of Transfers by You ...........     19

       (a) Character .............................................     19
       (b) Business Experience ...................................     19
       (c) Training ..............................................     19
       (d) Satisfaction of Obligations ...........................     19
       (e) Assumption of Agreement ...............................     19
       (f) Payment of Transfer Fees ..............................     19
       (g) Release ...............................................     19
       (h) Approval of Terms of Transfer .........................     19
       (i) Subordination .........................................     19
       (j) Non-Competition Agreement .............................     19
       (k) Landlord Consent ......................................     20
       (1) Non-Use of Marks ......................................     20
   10.4 Transfer  to a Wholly-Owned Corporation ..................     20

    10.5 Our Right of First Refusal ..............................     20
         (a)Submission of Offers to Us ...........................     20
         (b)Our Right to Purchase ................................     21
         (c)Non-Competition Restriction ..........................     21
         (d)Non-Exercise by Us of Our Right of First Refusal .....     21

       10.6 Death or Permanent Disability ........................     21
       10.7 Effect of Consent to Transfer ........................     21

ARTICLE 11 DEFAULTS .......................................................   22
       11.1 Our Defaults ..................................................   22
       11.2 Your Defaults .................................................   22

         (a) Insolvency ...................................................   22
         (b) Unauthorized Transfer ........................................   22
         (C) Misstatements and other Adverse Developments .................   22
         (d) Unauthorized Use of Marks or Confidential Information ........   22
         (e) Abandonment ..................................................   22
         (f) Breach of Lease; Loss of Right of Possession .................   22
         (g) Failure to Comply with Certain System Standards and
             Health Requirements ..........................................   22
         (h) Understatements of Gross Revenues ............................   23
         (i) Failure to Make Payments .....................................   23
         (j) Failure to Pay Taxes .........................................   23
         (k) Other Breaches ...............................................   23
         (1) Repeated Breaches ............................................   23
         (m) Termination Without Cause ....................................   23
         (n) Financing Defaults ...........................................   23

ARTICLE 12 TERMINATION OF AGREEMENT .....................................   23

     12.1 Termination Upon Expiration of Term ...........................   23
     12.2 Your Right to Terminate if We Default .........................   23
     12.3 Termination by You without Cause ..............................   23
     12.4 Our Right to Terminate if You Default .........................   24
     12.5 Our Right to Terminate in Certain Other Circumstances .........   24

              (a)Failure to Complete Training ...........................   24
              (b)Failure to Commence Operations .........................   24
     12.6 Your Opportunity to Acquire a Successor Franchise Agreement ...   24
              (a)Conditions to Issuance of a Successor Franchise ........   24
              (b)Grant of a Successor Franchise .........................   24
              (c)Agreements and Releases to be Executed .................   25

   12.7 Payment of Amounts Owed to Us and Others following Termination...   25
   12.8 Discontinuance of the Use of the Marks following Termination ....   25
   12.9 Discontinuance of Use of Confidential Information following
          Termination ...................................................   26
   12.10 Covenant Not to Compete ........................................   26
   12.11 Our Option to Purchase Licensed Stores .........................   26

          (a) Option to Purchase ........................................   26
          (b) Purchase Price ............................................   27
          (c) Payment of Purchase Price .................................   27
          (d) Lease of Premises .........................................   27
          (e) Interim Management ........................................   27
          (f) Termination of Franchise Agreement ........................   28

12.12 Continuing Obligations ..............................................   28

ARTICLE 13 RELATIONSHIP OF THE PARTIES/
                        INDEMNIFICATION ..................................   28
 13.1 Independent Contractors ............................................   28
 13.2 No Liability for the Act of Other Party ............................   28
 13.3 Taxes ..............................................................   28
 13.4 Indemnification ....................................................   28

ARTICLE 14 SECURITY AGREEMENT ............................................   29
 14.1 Security Agreement .................................................   29

ARTICLE 15 GENERAL PROVISIONS ............................................   29
15.1 Severability ........................................................   29
15.2 Enforcement of Non-Competition Provisions ...........................   30
15.3 Rights Provided by Law ..............................................   30
15.4 Waivers by Either of Us .............................................   30
15.5 Certain Acts Not to Constitute Waivers ..............................   30
15.6 Excusable Non-Performance ...........................................   30
15.7 Injunctive Relief ...................................................   31
15.8 Rights of Parties Are Cumulative ....................................   31
15.9 Costs and Attorneys' Fees ...........................................   31
15.10 Arbitration ........................................................   31

 (a) Disputes Subject to Arbitration .....................................   31
 (b) Excluded Matters ....................................................   31
 (c) Awards ..............................................................   31
 (d) Permissible Parties .................................................   32
 (e) Survival ............................................................   32

15.11 Governing Law ......................................................   32
15.12 Consent to Jurisdiction ............................................   32


15.13 Waiver of Punitive Damages .........................................   32
15.14 Waiver of Jury Trial ...............................................   32
15.15 Binding Effect .....................................................   32
15.16 Limitation of Claims ...............................................   33
15.17 No Third Party Beneficiaries .......................................   33
15.18 Approvals ..........................................................   33
15.19 Headings ...........................................................   33
15.20 Joint and Several Liability ........................................   33
15.21 Counterparts .......................................................   33
15.22 Notices and Payments ...............................................   33
15.23 Entire Agreement ...................................................   33






<PAGE>


                               FRANCHISE AGREEMENT

        THIS  FRANCHISE  AGREEMENT  (the  "Agreement')  is between  MRS.  FIELDS
DEVELOPMENT  CORPORATION,  a Delaware  corporation,  with its principal business
address at 462 West Bearcat Drive,  Salt Lake City,  Utah 84115  (referred to in
this  Agreement  as 'we' and like terms),  and  BUTTERWINGS,  INC.,  an Illinois
corporation,  whose principal address is 2345 Pembroke Avenue,  Hoffman Estates,
IL 60195 (referred to in this Agreement as 'you' and like terms).

        OUR AGREEMENT WITH YOU: By signing this  Agreement,  you and we agree to
all of the terms and  provisions  in this  Agreement and in the Exhibits to this
Agreement. By signing this Agreement, you are also affirming that you understand
and accept the Preamble and Acknowledgements in Article 1 of this Agreement.

                                    ARTICLE 1
                   DEFINITIONS; PREAMBLES; AND ACKNOWLEDGMENTS

1.1 Date of Agreement. The date of this Agreement is December 23rd, 1995.
                  
1.2 Certain Definitions.
             
          (a)  'Affiliate,'  as used in  relation  to us,  means  any  person or
               entity  that  directly  or  indirectly  owns or  controls  us, is
               directly  or  indirectly  owned or  controlled  by us or is under
               common control with us.

          (b)  'Competitive  Business' means any business  operating or granting
               franchises  or licenses to others to operate a cookie,  bakery or
               dessert  outlet or any similar  food service  business.  The term
               'Competitive  Business'  does not include a business which is (i)
               owned and  operated by you,  (ii) is in  existence on the date of
               this  Agreement,  and (iii) has been  disclosed  to us in writing
               prior to execution of this Agreement.

          (c)  'Confidential  Information' means any information relating to the
               Mrs.  Fields  Products or the  development  or  operation of Mrs.
               Fields Cookies Stores, including site selection criteria; recipes
               and methods for the preparation of Mrs. Fields Products; methods,
               techniques, formats,  specifications,  systems, procedures, sales
               and marketing  techniques  and knowledge of and experience in the
               development   and  operation  of  Mrs.   Fields  Cookies  Stores;
               marketing  programs for Mrs. Fields Cookies Stores;  knowledge of
               specifications for and suppliers of certain Mrs. Fields Products,
               materials,  supplies,  equipment,  furnishings and fixtures;  and
               knowledge of operating results and financial  performance of Mrs.
               Fields Cookies Stores.

          (d)  'Controlling  Interest' means an interest, the ownership of which
               empowers the holder to exercise a controlling  influence over the
               management,  policies or personnel of an Entity. Ownership of 10%
               or more of the  equity or  voting  securities  of a  corporation,
               limited  liability  company or limited  liability  partnership or
               ownership  of any  general  partnership  interest in a general or
               limited  partnership will be deemed  conclusively to constitute a
               Controlling  Interest  in  the  corporation,   limited  liability
               company, or partnership, as the case may be.

          (e)  'Entity' means a corporation, general partnership, joint venture,
               limited  partnership,   limited  liability  partnership,  limited
               liability company, trust, estate or other business entity.







<PAGE>


          (f)  "Entity Owner' means, with respect to an Entity,  any shareholder
               owning  directly  or  beneficially  10% or more of any  class  of
               securities of the Entity;  any general  partner or co-venturer in
               the Entity;  any partner in a limited  liability  partnership  or
               member  in  a  limited   liability  company  owning  directly  or
               beneficially  10% or  more  of  the  ownership  interests  in the
               limited liability  partnership or limited liability company;  the
               trustees  or  administrators  of any  trust  or  estate;  and any
               beneficiary   of  a  trust  or   estate   owning,   directly   or
               beneficially,  10% or  more of the  interests  in the  trust  or
               estate.  If any Entity Owner within the scope of this  definition
               is itself an Entity  (including an Entity Owner that is an Entity
               Owner  because of this  sentence),  the term 'Entity  Owner' also
               includes Entity Owners (as defined in the preceding  sentence) in
               the Entity.  It is the intent of this  definition to 'trace back'
               and include  within the  definition  of Entity  Owner all natural
               persons  owning  the  requisite  interests  to  qualify as Entity
               Owners.

          (g)  'Gross  Revenues' means the aggregate amount of all sales of Mrs.
               Fields  Products,  other items, and services made and rendered in
               connection  with the operation of each Licensed Store (as defined
               in Section 2.11(a)  below),  including sales made at or away from
               the premises of the Licensed  Store,  whether for cash or credit,
               but  excluding  all federal,  state or municipal  sales,  use, or
               service  taxes   collected   from   customers  and  paid  to  the
               appropriate taxing authority.

          (h)  'Marks'  means any trade  names,  trademarks,  service  marks and
               other commercial  symbols,  including the trade and service marks
               'MRS.  FIELDS' and 'MRS.  FIELDS  COOKIES' and associated  logos,
               used from time to time in the  operation  of Mrs.  Fields  Retail
               Outlets and sale of Mrs. Fields Products.

          (i)  'Mrs.  Fields Cookies Store' means a retail snack,  dessert,  and
               beverage  outlet selling any Mrs. Fields Products and other items
               and  services  specified  by us.  The term "Mrs.  Fields  Cookies
               Store'  includes  cookie carts and kiosks  selling the  Products.
               Mrs. Fields Cookies Stores that are offering an expanded  product
               line may also be designated as 'Mrs. Fields Bakery Stores'.

          (j)  'Mrs. Fields Retail Outlet' means any store or outlet,  such as a
               Mrs.  Fields Cookies  Store,  a Mrs.  Fields Bakery Store, a mail
               order outlet,  or an in-store  bakery outlet  located in a retail
               grocery,  fast food,  convenience  or other retail  store,  which
               sells any of the Mrs.  Fields  Products  under the Marks or other
               trademarks or service marks.  A Mrs.  Fields Retail Outlet may be
               owned or operated by us or our  Affiliates or by  franchisees  or
               licensees of us or our Affiliates.

          (k)  'Mrs.  Fields  Products' means specialty  snacks and other bakery
               items, desserts, and beverages (such as cookies, brownies, cakes,
               muffins,  bagels,  croissants,  cinnamon rolls,  sticky buns, and
               coffee) developed by us or our Affiliates.

          (1)  'Mrs.   Fields  System'  means  our  business   formats,   signs,
               equipment,    methods,   procedures,    designs,   layouts,   and
               specifications,  including the use of the Marks, as we may modify
               them in the future.

          (m)  'Restricted Person' means you; each of your Entity Owners, if you
               are an Entity  and the  parents,  spouses,  natural  and  adopted
               children, and siblings of any of you and your Entity Owners.

          (n)  System Standards' means the specifications,  standards, operating
               procedures and rules we require for the operation of Mrs.  Fields
               Cookies Stores.

          (o)  Transfer' means the voluntary or involuntary,  direct or indirect
               transfer, assignment, sale, gift, pledge, mortgage, hypothecation
               or other  disposition  (including those occurring by operation of
               law and a series of transfers that in the aggregate  constitute a
               Transfer)  of  any  of  your  interest  in  this  Agreement  of a
               Controlling Interest in you.



                                    



<PAGE>


1.3 Preambles.  Mrs.  Fields Cookies Stores operate under  distinctive  business
formats, systems, methods, procedures, designs, layouts and specifications,  all
of which we may  improve,  further  develop or modify in the future.  We and our
Affiliates have expended a considerable  amount of time and effort in developing
and  refining  the  recipes for and the methods of  preparation  of Mrs.  Fields
Products to obtain high product quality. We may modify these recipes and methods
of preparation,  and these  modifications may require you to prepare cookies and
other Mrs.  Fields  Products from scratch mixes and to purchase  prepared cookie
dough or other prepared food products from us or other approved  suppliers.  Our
Affiliates  currently own and operate a variety of Mrs.  Fields Retail  Outlets,
and we and our  Affiliates  may continue to own and operate Mrs.  Fields  Retail
Outlets in the future.  We own the Marks.  We and our Affiliates have franchised
and licensed and, in the future,  will continue to franchise and license  others
to operate Mrs. Fields Cookies Stores and other Mrs. Fields Retail Outlets.

1.4  Acknowledgments.  You acknowledge that you have read this Agreement and our
offering  circular and understand and accept the provisions of this Agreement as
being reasonably necessary to maintain our high standards of quality and service
and the  uniformity  of  those  standards  at all  Mrs.  Fields  Cookies  Stores
franchised by us and to protect and preserve the goodwill of the Marks. You have
conducted an independent  investigation of the business venture  contemplated by
this Agreement and you recognize that,  like any other  business,  the nature of
the  business  contemplated  by this  Agreement  may change  over time,  that an
investment in a Mrs. Fields Cookies Stores involves business risks, and that the
success of the venture is largely  dependent  upon your  business  abilities and
efforts.  Any information  relating to the sales,  profits or cash flows of Mrs.
Fields Cookies Stores operated by us or our franchisees that is contained in our
offering  circular and other  materials is intended  only to be an indication of
historical  performance  of  certain  Mrs.  Fields  Cookies  Stores  and  NOT of
potential future financial performance. We expressly disclaim the making of, and
you acknowledges that you have not received or relied on, any express or implied
warranty or  guarantee  as to the  revenues,  profits or success of the business
venture contemplated by this Agreement. Our officers,  directors,  employees and
agents are acting only in a representative  and not a personal capacity in their
dealings with you. You have not received or relied on any representations  about
us or our  franchising  program or policies from us or our officers,  directors,
employees  or agents that are  contrary to the  statements  made in our offering
circular or to the terms of this Agreement.  You further  represent to us, as an
inducement  to your  entry  into this  Agreement,  that all  statements  in your
application  for the rights  granted in this Agreement are accurate and complete
and that you have made no  misrepresentations or material omissions in obtaining
these rights.


                                    ARTICLE 2

                               GRANT OF FRANCHISE

2.1 Franchise.

          (a)  Grant of  Franchise.  You have applied for a franchise to own and
               operate a Mrs. Fields Cookies Store (the 'Licensed Store') at and
               only at Genesee Valley Mall,  3319 Lindon Road,  Flint,  MI 48507
               (the  'Premises').  Subject to the terms and  conditions  of this
               Agreement,   we  grant  you  a   NON-EXCLUSIVE   franchise   (the
               'Franchise") to operate the Licensed Store at the Premises and to
               use the Mrs.  Fields  System  in the  operation  of the  Licensed
               Store.











<PAGE>


          (b)  Mrs.  Fields  Products.  In operating your Cookie Store,  you may
               offer for sale only those Mrs.  Fields  Products  that we approve
               from  time to time  for you to  sell at the  Premises.  The  Mrs.
               Fields  Products that you  Initially  are  authorized to offer at
               your Cookie Store are explained in the Operations Manual referred
               to in Section 4.2 of this Agreement. In the future, we may change
               or add to the Mrs.  Fields  Products  that you are  authorized to
               offer at the Premises.  We typically  base our  determination  on
               whether  you will be  allowed to offer an  expanded  line of Mrs.
               Fields Products on our evaluation of your compliance,  over time,
               with  the  System  Standards  described  in  Section  6.1  below,
               particularly  those  related  to  quality.  We do  not  base  our
               determinations on sales or marketing quotas,  volumes or results.
               You must offer all Mrs.  Fields Products that we authorize you to
               sell;  however,  we are not required to authorize you to sell all
               available Mrs. Fields Products.

2.2 Initial Term of the Franchise Agreement.  The initial term of this Agreement
will be 7 years, commencing on the date of this Agreement. This Agreement may be
renewed as provided in Section 2.3 of this Agreement and may be terminated prior
to  expiration  of its term in  accordance  with  Article 12 of this  Agreement.
References in this Agreement to the term of this Agreement mean the initial term
and any renewal  term.  Following  the  expiration  of the initial  term and any
renewal  terms,  you may have the  opportunity  to obtain a successor  Franchise
Agreement in accordance with the provisions of Section 12.6 of this Agreement.

2.3  Renewals.  If you are not in default at the time of  exercise  of a renewal
option and at the time the prior term expires,  you may renew this Agreement for
2 successive  5-year terms,  upon giving us written  notice of your intention to
renew at least  180 days  prior to  expiration  of the then  current  term.  The
renewal will be upon the terms and conditions contained in the form of Franchise
Agreement in use by us at the time the renewal option is exercised. That form of
Franchise Agreement may include different royalty fees and marketing fees, other
fees and  charges,  and changes in  performance  criteria and in other terms and
conditions.  In  connection  with  any  renewal,  we  may  also  require  you to
refurbish,   remodel,  redecorate,  and  renovate  the  Licensed  Store  at  the
commencement  of the renewal  term to meet our then current  standards  for Mrs.
Fields Cookie Stores,  including  designs and service systems,  trade dress, and
color schemes. We will not charge any renewal fee in connection with any renewal
under this Section 2.3.  Following  receipt of your  election to renew,  we will
provide you with an  execution  copy of the form of  Franchise  Agreement  to be
entered into for the renewal  term. If you do not execute and return the renewal
Franchise Agreement to us within 30 days of receipt,  then you will be deemed to
have withdrawn your notice of renewal,  and this Agreement will terminate at the
end of the current term.

2.4  Reservation of Certain Rights.  We and our Affiliates  retain the right to:
(1) sell and franchise and license others to sell Mrs. Fields Products and other
items and services offered by Mrs. Fields Cookies Retail Outlets under the Marks
and other trademarks and service marks through Mrs. Fields Retail Outlets on any
terms and conditions and at any location that we deem appropriate;  (2) sell and
license and franchise  others to sell any other  products or services  under the
Marks  (including  items such as  refrigerated  ready-to-bake  cookie dough sold
through various retail outlets);  (3) own, operate and grant others the right to
own or operate Mrs. Fields Cookies Stores,  other Mrs. Fields Retail Outlets, or
other  dessert and snack food  businesses  at the locations and on the terms and
conditions as we, in our sole discretion, deem appropriate.



<PAGE>


                                    ARTICLE 3

                        SITE SELECTION, LEASE OF PREMISES
                     AND DEVELOPPAENT OF THE LICENSED STORE.

3.1 Site Selection. Prior to the execution of this Agreement, you located and we
approved the Premises for the Licensed  Store.  Our approval of the Premises was
made in reliance by us upon information  furnished and  representations  made by
you (all of which have been  carefully and fully  considered by you in proposing
the  Premises to us) with  respect to the size,  appearance  and other  physical
characteristics  of the Premises,  photographs of the Premises,  and demographic
characteristics, traffic patterns, competition from other businesses in the area
(including   other   Mrs.   Fields   Retail   Outlets)   and  other   commercial
characteristics  (including the purchase price,  rental  obligations,  and other
leas; terms).  Our approval of the Premises and any information  communicated to
you   regarding   the  Premises  do  not   constitute   an  express  or  implied
representation or warranty of any kind as to the suitability of the Premises for
a Mrs.  Fields  Cookies  Store or for any other  purpose.  Our  approval  of the
Premises  indicates  only that we believe  that the  Premises  falls  within our
criteria  as of the time period  encompassing  the  evaluation.  Both you and we
acknowledge  that  application of criteria that have been effective with respect
to other sites and premises may not be  predictive  of potential  for a specific
site and that,  subsequent to our approval of a site and  Premises,  demographic
and/or economic factors, including competition from other dessert and snack food
and similar food service businesses,  included in or excluded from our criteria,
could change,  thereby  altering the potential of a site.  The  uncertainty  and
instability  of the factors  included in the criteria are beyond our control and
we will  not be  responsible  to you for the  failure  of the  Premises  to meet
expectations as to potential revenue or operational criteria. Your acceptance of
a Franchise for the operation of a Mrs.  Fields Cookies Store at the Premises is
based on your own independent investigation of the suitability of the Premises.

3.2 Acquisition of the Premises.

     (a)  Your  Obligation  to Obtain Lease.  Unless you own the  Premises,  you
          agree to obtain any necessary lease or sublease for the Premises.  You
          agree to obtain our approval of the terms of the lease or sublease for
          the Premises  prior to your  execution  of the lease or sublease.  You
          agree not to execute a lease or  sublease  which we have  disapproved,
          and you must deliver a copy of the signed, approved lease to us within
          1 5 days after its execution.  Any lease or sublease must be in a form
          satisfactory to us and must:

               (i)  Provide  for  notice to us of any  default  by you under the
          lease or sublease and provide us with a right to cure the default.  If
          we cure any  default,  the total  amount  of all  costs  and  payments
          incurred by us in curing the default will be immediately due and owing
          to us by you;

               (ii) Provide that you may assign your interest under the lease or
          sublease to us without the lessor's or sublessor's consent;

               (iii)  Authorize  and require the lessor or sublessor to disclose
          to us, upon our request,  sales and other information that you furnish
          to the lessor or sublessor; and

               (v) Provide that we, one of our  Affiliates  or, in the case that
          clause (4) below is  applicable,  our assignee may assume the lease or
          sublease:

                    (1)  Upon termination of this Agreement  (unless a successor
                         Franchise  Agreement  is granted to you as  provided in
                         Section 12.6 below), or

                    (2)  If you fail to exercise  any options to renew or extend
                         the lease or sublease, or

                    (3)  If you  commit a  default  that  gives  the  lessor  or
                         sublessor the right to terminate the lease or sublease,
                         or

                    (4)  If  we  or  one  of  our  Affiliates  or  our  assignee
                         purchases the Licensed  Store as permitted by Section 1
                         2.1 1 below.

     (b)  Use of Premises  Currently Under Lease to Us. If one of our Affiliates
          is  currently  leasing the Premises and has the right under that lease
          to sublease  the  Premises to you, you desire to sublease the Premises
          from our Affiliate,  and if our Affiliate  offers the Premises to you,
          you agree to execute our standard  sublease  form and, if requested by
          us, to have each of your Entity  Owners  execute a guaranty  agreement
          guarantying  payment and performance of all of your obligations  under
          the sublease.  If one of our  Affiliates  elects to assign an existing
          lease to you and you desire to obtain an  assignment  of the  existing
          lease, unless we otherwise agree, you agree to arrange for the release
          of our Affiliate from its obligations  under the assigned lease, as of
          the date of the assignment,  and you agree to obtain from the landlord
          any consents, agreements, and lease amendments as are required so that
          the assigned lease satisfies the requirements of Section 3.2(a) above,
          as if the assigned lease were a third-party lease.

     (c)  Expiration  of  Lease.  If  a  lease  or  sublease  expires  prior  to
          expiration  of this  Agreement,  you  agree to  obtain  any  necessary
          replacement  lease or sublease,  and we will have the right to approve
          the  replacement  lease or  sublease  as  otherwise  provided  in this
          Article.

     (d)  Effect of our  Approval of Lease.  Our approval of a lease or sublease
          for  the  Premises  or the  granting  by one  of our  Affiliates  of a
          sublease or lease  assignment  for the Premises does not constitute an
          express or  implied  warranty  by us of the  successful  operation  or
          profitability of a Mrs. Fields Cookies Store operated at the Premises.
          The approval indicates only that we believe the Premises and the terms
          of the lease fall within the acceptable criteria  established by us as
          of the time period encompassing the evaluation.

3.3     Licensed Store Development.

     (a)  Plans and  Specifications.  You are responsible for  constructing  and
          developing the Licensed Store.  Promptly  following  execution of this
          Agreement,  we will furnish you prototypical  plans and specifications
          for a Mrs. Fields Cookies Store,  including  requirements for exterior
          and  interior  materials  and  finishes,  dimensions,  design,  image,
          interior layout, decor, fixtures,  equipment,  signs,  furnishings and
          color scheme. You must comply with these plans and specifications. You
          agree  to  have   prepared   all  required   construction   plans  and
          specifications to suit the shape and dimensions of the Premises and to
          insure  that the  plans  and  specifications  comply  with  applicable
          ordinances,  building  codes and  permit  requirements  and with lease
          requirements and restrictions.  You agree to submit construction plans
          and  specifications to us for our approval before  construction of the
          Licensed Store is commenced, and you agree to submit all revised plans
          and  specifications  to us for  our  approval  during  the  course  of
          construction. Upon completion of construction, you agree to provide us
          with a set of 'as built' plans and specifications.

     (b)  Contractors.  All  construction  will be done by  competent,  licensed
          contractors  selected  by you.  We  have  the  right  to  approve  any
          contractor   hired  by  you.   However,   our  approval  will  not  be
          unreasonably withheld.

     (c)  Development Obligations. You agree to do each of the following:

          (i)  Secure all financing required to develop and operate the Licensed
               Store;

          (ii) Obtain all required building,  utility, sign, health, sanitation,
               business,  environmental  and other permits and licenses required
               for construction and operation of the Licensed Store;

          (iii)Construct all required  improvements to the Premises and decorate
               the Licensed  Store in compliance  with plans and  specifications
               that we approve;

          (vi) Purchase and install all  fixtures,  furnishings,  equipment  and
               signs required for the Licensed  Store.  However,  we reserve the
               right, in our sole  discretion,  to install all required signs at
               the Premises at your sole expense; and

          (v)  Purchase an opening inventory of Mrs. Fields Products,  materials
               and supplies.

3.4 Fixtures, Furnishings,  Equipment and Signs. In developing and operating the
Licensed  Store,  you  agree to use only the  fixtures,  furnishings,  equipment
(including cash registers and computer  hardware and software) and signs that we
require  and have  approved  for Mrs.  Fields  Cookies  Stores  as  meeting  our
specifications  and  standards  for quality,  design,  appearance,  function and
performance.  You  agree to place  or  display  at the  Premises  (interior  and
exterior) only the signs, emblems,  lettering,  logos and display materials that
we approve in writing.  However,  we have the right, in our sole discretion,  to
install all required signs at the Premises at your sole expense.  You agree that
all fixtures, furnishings and equipment used in connection with the operation of
the Licensed Store will be free and clear of all liens, claims and encumbrances,
except for liens,  claims or  encumbrances  asserted  by us and except for third
party purchase money security interests.

3.5 Licensed  Store  Opening.  You will not open the Licensed Store for business
until:

          (a)  We approve the Licensed Store;

          (b)  Pre-opening training of you and Licensed Store personnel has been
               completed to our satisfaction;

          (c)  The initial  franchise  fee and all other  amounts then due to us
               have been paid in full;

          (d)  The  lease   documentation   has  been  executed  and  all  other
               documentation   has  been   completed  in  connection   with  the
               development of the Licensed Store; and

          (e)  We have been  furnished  with  copies of all  insurance  policies
               required by this Agreement and evidence of payment of premiums.

You agree to open the Licensed Store for business  within 5 days after we notify
you that the conditions set forth in this Section 3.5 have been satisfied.

3.6 Grand Opening  Promotion.  You agree to conduct a grand opening  advertising
and promotion  program for a newly  developed  Licensed Store for a period of at
least 7 days, commencing within 30 days after opening of the Licensed Store. You
agree to spend no less than $5,000 for the grand opening.  The  advertising  and
promotion will utilize the standard  marketing and public relations programs and
media  and  advertising  materials  that we have  developed  for  grand  opening
programs.  You must  purchase  these  materials  from us,  and we will make them
available  to you upon  written  request,  in  advance  of the  opening  of your
Licensed Store.  Payments for these materials are  non-refundable.  You may also
incur  expenses from other  vendors and suppliers in connection  with your grand
opening promotion.


<PAGE>



                                    ARTICLE 4

                              TRAINING AND GUIDANCE

4.1 Training.

     (a)Training for You and the Licensed Store  Manager.  Prior to the Licensed
          Store's  opening,  we will furnish an initial  training program on the
          operation of Mrs.  Fields  Cookies Stores to you and the initial store
          manager (if the store  manager is  different  from you).  The training
          program  will be furnished at our  designated  training  facility or a
          Mrs.  Fields  Cookies  Store  owned and  operated  by us or one of our
          franchises.  You (or one of your principal  owners) and the manager of
          the  Licensed  Store (if  different  from you) agree to  complete  all
          phases of the training  program to our satisfaction and to participate
          in  all  other  activities   required  to  open  the  Licensed  Store.
          Subsequent  managers will also be required to satisfactorily  complete
          all phases of our training  program.  You will replace any manager who
          we  determine,  in our sole  discretion,  is not qualified to manage a
          Mrs.  Fields  Cookies  Store.  We will  furnish the  initial  training
          program to you (or one of your  principal  owners)  and to the initial
          Licensed Store manager (if different from you) free of charge.  We may
          charge a fee for the training for subsequent managers,  which you will
          be required to pay at least 1 0 days prior to  beginning  of training.
          You will be responsible  for all travel and living  expenses which you
          and your manager incur in connection  with the initial and  subsequent
          training programs.

     (b)Use of the Licensed  Store for  Training.  You agree that we may conduct
          future franchise training programs at the Licensed Store.

     (c)Failure to Complete Training. If you do not satisfactorily  complete the
          initial  training  program,  we  have  the  right  to  terminate  this
          Agreement pursuant to Section 12.5 below.

     (d)Refresher  Training.  We may require you and/or  previously  trained and
          experienced managers to attend periodic refresher courses at the times
          and  locations  that we  designate.  We may charge fees for  refresher
          training courses.

4.2  Operations  Manual.  We will make  available  to you during the term of the
Franchise one copy of our operations manual (the 'Operations Manual'), either by
loaning  a copy of the  Operations  Manual to you or by  making  the  Operations
Manual available  electronically  through your computer  system.  The Operations
Manual contains mandatory and suggested specifications,  standards and operating
procedures  that we  prescribe  for Mrs.  Fields  Cookies  Stores  and  contains
information   relating  to  your  other   obligations   under  this   Agreement.
TheOperationsManualmaybemodifiedinthefuturetoreflectchangesintheimage,
specifications, standards, procedures, Mrs. Fields Products, Mrs. Fields System,
and System  Standards.  However,  we will not make any addition or  modification
that will alter your fundamental status and rights under this Agreement. You may
not at any time copy any part of the  Operations  Manual,  either  physically or
electronically.  If your copy of the  Operations  Manual is lost,  destroyed  or
significantly  damaged,  you will be  obligated  to obtain  from us, at our then
applicable charge, a replacement copy of the Operations Manual.

4.3 Guidance and Operating Assistance.  Although we do not have an obligation to
do so, we may advise you from time to time of operating problems of the Licensed
Store  which come to our  attention.  At your  request,  we will  furnish to you
guidance and operating assistance in connection with:

          (a)  Methods,  standards,   specifications  and  operating  procedures
               utilized by Mrs. Fields Cookies Stores;

          (b)  Purchasing required fixtures, furnishings, equipment, signs, Mrs.
               Fields Products, materials and supplies;


          (c)  Advertising and promotional programs;

          (d)  Employee training; and

          (e)  Administrative, bookkeeping, accounting and general operating and
               management procedures.

The guidance and assistance may, in our discretion,  be furnished in the form of
references to the  Operations  Manual,  bulletins  and other written  materials,
electronic computer messages,  telephonic  conversations and/or consultations at
our offices or at the  Licensed  Store.  You agree that we will not be liable to
you or any other  person,  and you waive all claims for  liability or damages of
any type (whether direct, indirect, incidental, consequential, or exemplary), on
account of any guidance 6r operating assistance offered by us in accordance with
this  Section  4.3,  except to the  extent  caused by our  gross  negligence  or
intentional  misconduct.  We  will  make no  separate  charge  to you  for  such
operating  assistance and guidance as we customarily  provide to our franchisees
generally.  Occasionally,  we may make special assistance  programs available to
you;  however,  you will be required  to pay the daily fees and charges  that we
establish for these special assistance programs.

                                    ARTICLE 5
                                      FEES

5.1 The Franchise Fee. You agree to pay us a  nonrecurring  franchise fee in the
amount of $-O upon execution of this Agreement. This franchise fee will be fully
earned by us when paid and is not  refundable,  except as  provided  in  Section
1.2.5(a).  The franchise fee represents  payment to us for your right to use the
Marks and the Mrs. Fields System in the development and operation of your Cookie
Store.

5.2  Royalty  Fee.  You  agree  to pay us a  monthly  royalty  fee of 6 % of the
Licensed Store's Gross Revenues,  payable on or before the 10th day of the month
following  the month for which the royalty fee is due.  Without  limiting any of
our rights and  remedies  under this  Agreement  or  otherwise  available  under
applicable  law, if you fail to pay the monthly royalty fee in a timely fashion,
we may require you to pay the royalty fee on a weekly basis. We may also require
you to make these weekly payments by electronic transfer.

5.3 Late Charge;  Interest on Late Payments.  To compensate us for the increased
administrative  expense of handling  late  payments,  we may charge a $1 00 late
charge for each delinquent payment,  due upon making the delinquent payment. All
royalty  fees,  amounts due for purchases by you from us or our  Affiliates  and
other  amounts  which you owe to us or our  Affiliates  will bear  interest from
their  due  date  until  paid  at a rate  equal  to the  lesser  of the  highest
applicable  legal  rate for open  account  business  credit,  or 1.5% per month,
payable when the corresponding  delinquent  payment is made. You agree that this
Section does not constitute our or our Affiliates'  agreement to accept payments
after they are due or a commitment  by us or our  Affiliates to extend credit to
you or otherwise to finance the operation of the Licensed Store. Your failure to
pay all  amounts  when due  will  constitute  grounds  for  termination  of this
Agreement by us, as provided in Section 11.2 and Section 12.4 below.

5.4 Application of Payments.  Regardless of any designation by you, we have sole
discretion to apply any payments by you to any of your past due indebtedness for
royalty  fees,  purchases  from  us or our  Affiliates,  interest  or any  other
indebtedness or amounts owed to us or our Affiliates.

                                    ARTICLE 6

                             ADDITIONAL OBLIGATIONS

6.1  System  Standards.  You  acknowledge  and agree that the  operation  of the
Licensed  Store in accordance  with the System  Standards is the essence of this
Agreement  and is  essential  to preserve the goodwill of the Marks and all Mrs.
Fields Cookies Stores.  Therefore,  you agree that, at all times during the term
of this  Agreement,  you  will  maintain  and  operate  the  Licensed  Store  in
accordance with each of the System Standards.  System Standards may regulate any
one or more of the following with respect to the Licensed Store:

          (a)  Design,  layout,  decor,  appearance  and lighting;  periodic and
               daily  maintenance,  cleaning  and  sanitation;   replacement  of
               obsolete or worn-out fixtures, furnishings,  equipment and signs;
               use of interior and exterior signs, emblems,  lettering and logos
               and the illumination thereof;

          (b)  Types,   specifications,    models,   brands,   maintenance   and
               replacement  of required  equipment,  fixtures,  furnishings  and
               signs;

          (c)  Approved, disapproved and required Mrs. Fields Products and other
               items and services to be offered for sale;

          (d)  Designated   and  approved   suppliers   (including   us  or  our
               Affiliates)  of equipment,  fixtures,  furnishings,  signs,  Mrs.
               Fields Products, materials and supplies;

          (e)  Use and operation of an approved point of sale register;

          (f)  Payment of vendors;  terms and conditions of sale and delivery of
               and payment for Mrs.  Fields  Products,  materials,  supplies and
               services  sold  to you  by us,  our  Affiliates  or  unaffiliated
               suppliers;

          (g)  Marketing,  advertising and promotional  activities and materials
               required or authorized for use;

          (h)  Use of the Marks;

          (i)  Qualifications,  training,  dress,  appearance  and  staffing  of
               employees;

          (j)  Minimum hours of operation;

          (k)  Methods, standards,  specifications, and operating procedures for
               Mrs.  Fields  Cookies  Stores,  including  quality  and  customer
               service  requirements,  terms  under  which you are  required  to
               guarantee customer satisfaction with Mrs. Fields Products, accept
               returns, and provide replacement products;

          (1)  Restrictions on the storage,  use, or sale of 'out-of-code' (old)
               materials,  supplies,  or products,  and requirements relating to
               the disposition of old or unsalable Mrs. Fields Products;

          (m)  Participation  in market  research  and  testing  and product and
               service development programs designated by us;

          (n)  Management by full-time managers who have successfully  completed
               our training  program;  communication  to us of the identities of
               the  managers;  replacement  of managers  whom we determine to be
               unqualified  to manage  the  Licensed  Store;  and other  matters
               relating  to  the  management  of  the  Licensed  Store  and  its
               management personnel;

          (o)  Use of a designated  computer  hardware  and software  system and
               equipment  with  telecommunications  capability,   including  the
               procedures for providing daily sales  information of the Licensed
               Store to us;

          (p)  Bookkeeping,  accounting,  data  processing  and  record  keeping
               systems and forms;  methods,  formats,  content and  frequency of
               reports  to us of  sales,  revenues,  financial  performance  and
               condition;   tax  returns  and  other   operating  and  financial
               information;

          (q)  Types,  amounts,  terms and conditions and approved  underwriters
               and brokers of public liability,  product, business interruption,
               crime  loss,  fire and other  required  insurance  coverage;  our
               rights  under  the  policies  as  an  additional  named  insured;
               required  or   impermissible   insurance   contract   provisions;
               assignment of policy rights to us;  periodic  verification of the
               coverage  that  must be  furnished  to us;  our  right to  obtain
               insurance  coverage for the Licensed Store at your expense if you
               fail to obtain required coverage; our right to defend claims; and
               similar  matters  relating to insurance and insured and uninsured
               claims;

          (r)  Compliance  with   applicable   laws,   rules,   and  regulations
               (including  those  relating to health,  safety,  and  sanitation;
               obtaining  required  licenses  and  permits;  adherence  to  good
               business   practices;   observing   high  standards  of  honesty,
               integrity,  fair  dealing  and  ethical  business  conduct in all
               dealings   with   customers,   suppliers  and  with  us  and  our
               Affiliates;  and  notification  to  us if  any  action,  suit  or
               proceeding is commenced against you or the Licensed Store; and

          (s)  Regulation of the other  elements and aspects of the  appearance,
               operation of and conduct of business as we determine from time to
               time,  in our sole  discretion,  to be  required  to  preserve or
               enhance the efficient operation, image or goodwill of Mrs. Fields
               Cookies Stores and the Marks.

You agree that the  System  Standards  may be  periodically  modified  by us and
acknowledge that the modifications may obligate you to invest additional capital
in the  Licensed  Store and to incur  higher  operating  costs.  We agree not to
obligate you to invest  additional  capital at a time when the investment cannot
in our  reasonable  judgment  be  amortized  during the  remaining  term of this
Agreement.  You agree that System too  Standards  constitute  provisions of this
Agreement  as if fully  set  forth in this  Agreement.  All  references  to this
Agreement include all System Standards as periodically modified by us.

6.2  Performance of Duties and  Obligations.  You will at all times  faithfully,
honestly and diligently  perform your  obligations  under this Agreement and you
will continuously exert your best efforts to promote and enhance the business of
the Licensed  Store.  You will not engage in any other business or activity that
may conflict with your obligations under this Agreement.

6.3  Restrictions on Operations and Customers.  You may not operate the Licensed
Store at any site other than the Premises without our prior written consent. You
may not sell Mrs. Fields Products  approved for sale or services of the Licensed
Store or any  materials,  supplies,  or inventory  bearing the Marks at any site
other than the  Premises.  without  our prior  written  consent.  However,  this
restriction  will not apply to catering  events or to the offering of samples of
Mrs. Fields  Products  approved for sale at or directly in front of the Licensed
Store.  In  addition,  you may not sell to anyone any  materials,  supplies,  or
inventory used in the preparation of any Mrs. Fields Products. You may only sell
finished Mrs.  Fields  Products that have been approved for sale, as provided in
Section 2.1 lb) above, and then only to retail  customers.  You may not sell any
Mrs. Fields Products to any person or entity purchasing the Mrs. Fields Products
for resale.

6.4  Accounting,  Reports and Financial  Statements.  You agree to establish and
maintain a bookkeeping,  accounting,  record keeping and data processing  system
conforming to the requirements and formats that we prescribe.  We will, however,
provide you with computer  software  programs on which to maintain certain sales
data, as further described in the Operations  Manual. You agree to furnish to us
on the forms that we prescribe from time to time:

          (a)  Gross  Revenue  Reports.  Within 1 0 days  after  the end of each
               calendar  month (or weekly if we require  you to pay the  royalty
               fees described in Section 5.1 above on a weekly basis),  a report
               on the Licensed Store's Gross Revenues for the previous  calendar
               month (or week);

          (b)  Monthly  Financial  Reports.  Within  1 5 days  after  the end of
               calendar  month,  a profit and loss  statement  for the  Licensed
               Store for the  previous  month and a  year-to-date  statement  of
               financial condition as of the end of the previous month;

          (C)  Semi-Annual  Reports.  Within  1 5 days  after  the  end of  each
               6-calendar  month period,  a balance sheet for the Licensed Store
               as of the end of that semi-annual period; and

          (d)  Tax Returns.  Within 1 0 days after the returns are filed,  exact
               copies  of  federal  and  state  income,  sales and any other tax
               returns and the other forms, records, books and other information
               as we may periodically require.

Each report and  financial  statement  will be signed and verified by you in the
manner we specify.  We may disclose data derived from the sales reports to other
franchisees  and licensees.  We may also require you to have audited or reviewed
financial  statements  prepared on an annual  basis.  We may, on a daily  basis,
access the data base contained in the computerized records of the Licensed Store
and transfer the data from your data base to our data base.

6.5  Retention of Records.  You agree to keep full,  complete and proper  books,
records and accounts of Gross  Revenues and of your  operations  at the Licensed
Store. All the books,  records and accounts will be kept in the English language
and will be retained for a period of at least 3 years  following the end of each
fiscal  year.  The books and  records  will  include  daily cash  reports;  cash
receipts  journal  and general  ledger;  cash  disbursements  journal and weekly
payroll register;  monthly bank statements and daily deposit slips and cancelled
checks; tax returns (sales and income);  supplier invoices;  dated cash register
tapes (detail and summary);  semi-annual  balance  sheets and monthly profit and
loss statements;  daily  production,  leftover and donations  records and weekly
inventories;  records  of  promotions  and  coupon  redemptions;  records of all
corporate accounts; and such other records as we may request.

6.6 Our Right to Inspect  the  Licensed  Store.  To  determine  whether  you are
complying  with this  Agreement  and with all System  Standards  and whether the
Licensed  Store is in compliance  with the terms of this  Agreement,  we and our
designated agents may, at any reasonable time and without prior notice to you:

          (a)  Inspect the Premises;

          (b)  Observe,   photograph   and  video  tape  the  Licensed   Store's
               operations  for such  consecutive or  intermittent  periods as we
               deem necessary;

          (c)  Remove samples of any Mrs. Fields Products, materials or supplies
               for testing and analysis;

          (d)  Interview personnel of the Licensed Store;

          (e)  Interview customers of the Licensed Store; and







<PAGE>


          (f)  Inspect and copy any books, records and documents relating to the
               operation of the Licensed Store.

You agree to cooperate fully with us in connection with any of our  inspections,
observations, photographing, video taping, product removal and interviews.

6.7 Our Right to Audit.  At any time during  business  hours and  without  prior
notice to you, we and our  representative  may  inspect  and audit the  business
records,  bookkeeping and accounting  records,  sales and income tax records and
returns  and  other  records  of the  Licensed  Store as well as your  books and
records.  You agree to fully  cooperate  with  representatives  and  independent
accountants  hired by us to conduct any inspection or audit. If an inspection or
audit discloses an  understatement  of the Licensed Store's Gross Revenues,  you
will pay to us, within 1 5 days after receipt of the inspection or audit report,
the royalty fees due on the amount of the understatement,  plus interest (at the
rate and on the terms  provided in Section  5.3 above) from the date  originally
due until the date of payment. Further, if inspection or audit is made necessary
by your failure to furnish reports,  supporting  records or other information as
required by this Agreement, or to furnish the reports, records or information on
a timely basis, or if an  understatement of Gross Revenues for the period of any
audit is  determined  by the audit or  inspection  to be greater  than 2%,  then
within 1 5 days  after  receipt  of the  inspection  or audit  report,  you will
reimburse us for the cost of the audit or  inspection,  including the charges of
attorneys and any  independent  accountants  and the travel  expenses,  room and
board and  compensation of our employees.  These remedies are in addition to our
other remedies and rights under this Agreement or applicable  law, and our right
to audit will continue for 2 years following termination of this Agreement.

6.8 Surveys.  You will present to your  customers  such  evaluation  forms as we
periodically  require and will  participate  in and request  your  customers  to
participate in any surveys performed by or on our behalf.

6.9 Guaranties by Entity Owners. If you are an Entity, you represent and warrant
to us that you are  duly  organized  or  formed  and  validly  existing  in good
standing  under the laws of the state of your  incorporation  or formation,  are
qualified  to do business in all states in which you are required to qualify and
have the  authority  to execute,  deliver and carry out all of the terms of this
Agreement.  If you are an Entity,  we may require each of your Entity  Owners at
any time during the term of this  Agreement  to execute a guarantee in our favor
in which the Entity  Owner  guarantees  payment of all amounts owed by you under
this  Agreement  and  performance  by you of the  terms and  conditions  of this
Agreement  and  assumes  full and  unconditional  liability  for the payment and
performance of all of your obligations,  covenants and agreements.  You agree to
furnish us upon request,  in such form as we may require,  a list of all of your
Entity Owners, now and in the future,  reflecting their respective  interests in
you.

6.10 Obligations  with Respect to Restricted  Persons.  Upon  execution of this
Agreement,  you agree to furnish us with a list of all  Restricted  Persons  and
promptly  to  update  that list as  changes  in  Restricted  Persons  occur.  In
addition, at our request at any time during the term of this Agreement, you will
obtain  and  provide  to us a  written  agreement  from each  Restricted  Person
designated  by us in  which  the  Restricted  Person  agrees  to be bound by the
provisions of Sections 9.1, 10.3(j), 10.5(c), and 1 2.1 0 of this Agreement.

6.11 Insurance.

          (a)  Casualty  Insurance.  You agree,  at all times during the term of
               this  Franchise  Agreement and at your sole cost and expense,  to
               keep all of your goods, fixtures, furniture, equipment, and other
               personal  property located on the Licensed Store premises insured
               to the extent of 100% of the full  replacement  cost against loss
               or damage from fire and other risks normally  insured  against in
               extended risk coverage.


          (b)  Liability Insurance. You agree, at your sole cost and expense, at
               all  times  during  the  term of  this  Franchise  Agreement,  to
               maintain in force an insurance policy or policies which will name
               both  us and  you as  insured,  insuring  against  all  liability
               resulting from damage,  injury,  or death occurring to persons or
               property  in or about  the  Licensed  Store  premises  (including
               products liability insurance), the liability under such insurance
               to  be  not  less  than  $  1,000,000  for  one  person  injured,
               $1,000,000  for any one  accident,  and  $1,000,000  for property
               damage.  The original of such policy or policies  shall remain in
               your  possession.  However  you  agree  to  give us a copy of the
               policy upon our request.

          (c)  Workmen's Compensation Insurance.  You also agree to maintain and
               keep  in  force  all  workmen's  compensation  insurance  on your
               employees,  if  any,  required  under  the  applicable  workmen's
               compensation  laws of the  state in which the  Licensed  Store is
               located.

          (d)  Other  Insurance  Policies.  At your sole cost, you agree, at all
               times during the term of this Franchise Agreement, to maintain in
               force such other and additional  insurance  policies as a prudent
               franchisee  in  your  position   would  maintain  or  as  we  may
               reasonably require.

          (e)  Policy  Requirements.  All insurance policies required under this
               Section  6.1 1 will  contain  provisions  to the effect  that the
               insurance  will not be canceled  or modified  without at least 30
               days prior written notice to us and that no modification  will be
               effective  unless  approved  in writing by us. All such  policies
               will be issued by a company or companies, rated 'A-XII" or better
               by Best's  Insurance  Guide,  responsible  and  authorized  to do
               business in the state in which the Licensed Store is located,  as
               you may  determine,  and will be approved by us,  which  approval
               will not be unreasonably withheld.

          (f)  Release of Insured  Claims.  You  release  and relieve us and our
               officers, directors, shareholders, employees, agents, successors,
               assigns, contractors, and invitees and waive your entire right of
               recovery  against us and our officers,  directors,  shareholders,
               employees, agents, successors, assigns, contractors, and invitees
               for loss or  damage  arising  out of or  incident  to the  perils
               required to be insured  against  under this  Section 6.1 1, which
               perils  occur in,  on or about the  Licensed  Store  premises  or
               relate  to your  business  on the  premises,  whether  due to the
               negligence of us or you or any of our or your related parties.

                                    ARTICLE 7

                             MARKETING AND PROMOTION

7.1 The Marketing Fund.

          (a)  Establishment of Marketing , Funds: Marketing Fund Contributions.
               Recognizing  the value of  marketing  to the  goodwill and public
               image of Mrs. Fields Cookies Stores, you agree that,  although we
               are not  obligated to do so, we may,  upon 30 days' prior written
               notice to you, to establish,  maintain and administer one or more
               national or regional  marketing funds (a 'Marketing  Fund'). If a
               Marketing  Fund is  established,  you agree to  contribute to the
               Marketing  Fund  the  amounts  that we  require.  Marketing  Fund
               contributions  will not exceed 2% of the Licensed Store's monthly
               Gross  Revenues  through  the  end of  1995,  3% of the  Licensed
               Store's  monthly Gross Revenues during calendar year 1996, and 4%
               of the Licensed  Store's  monthly Gross Revenues  during calendar
               year   1997   and   thereafter.   However,   increases   in   the
               year-over-year  percent  of  Gross  Revenues  to be  paid  to the
               Marketing  Fund  will be  limited  to no more  than 1 % per year.
               Marketing Fund  contributions  will be payable  monthly  together
               with the royalty fees.  If you fail to pay the monthly  Marketing
               Fund contribution in a timely fashion,  we may require you to pay
               the  contribution  on a weekly basis.  We may also require you to
               pay the  weekly  amounts  by  electronic  transfer.  Mrs.  Fields
               Cookies  Stores owned by us and our Affiliates in the same market
               area as you will  contribute  to the  Marketing  Fund on the same
               basis as you.

          (b)  Right to Direct  Operation of the Marketing  Fund. We will direct
               all marketing  programs financed by the Marketing Fund, with sole
               discretion over the creative concepts, materials and endorsements
               used  and  the   geographic,   market  and  media  placement  and
               allocation.  You agree that the Marketing Fund may be used to pay
               the costs of preparing and producing video, audio and advertising
               materials;  administering  regional and multi-regional  marketing
               programs,  including  purchasing  direct  mail  and  other  media
               marketing  and  employing  advertising,  promotion  and marketing
               agencies  to  assist  with  advertising;  and  supporting  public
               relations,  market research and other advertising,  promotion and
               marketing  activities.  The Marketing  Fund will furnish you with
               samples of  advertising,  marketing and  promotional  formats and
               materials at no cost to you,  other than  shipping and  handling.
               Multiple  copies of the materials will be furnished to you at our
               or the Marketing Fund's direct cost of producing them,  including
               any related shipping,  handling and storage charges, payable when
               the materials are ordered.

          (c)  Accounting  for the Marketing  Fund.  The Marketing  Fund will be
               accounted  for  separately  from our other  funds and will not be
               used to defray an y of our general operating expenses, except for
               the reasonable salaries, administrative costs and overhead we may
               incur  in  activities   related  to  the  administration  of  the
               Marketing Fund and its marketing programs,  including  conducting
               market research,  preparing advertising,  promotion and marketing
               materials and collecting and accounting for  contributions to the
               Marketing Fund. If we provide goods and services to the Marketing
               Fund, we may charge the  Marketing  Fund our cost for those good,
               and services.  We may spend in any fiscal year an amount  greater
               or less  than the  aggregate  contributions  of all  Mrs.  Fields
               Cookies  Stores  to the  Marketing  Fund  in that  year,  and the
               Marketing  fund  may  borrow  from us or other  lenders  to cover
               deficits of the  Marketing  Fund or cause the  Marketing  Fund to
               invest any  surplus  for future use by the  Marketing  Fund.  All
               interest earned on moneys  contributed to the Marketing Fund will
               be used to pay marketing  costs  incurred by the  Marketing  Fund
               before  other  assets  of the  Marketing  Fund  are  expended.  A
               statement of moneys collected and costs incurred by the Marketing
               Fund will be  prepared  annually by us and will be  furnished  to
               you.  We may  cause  the  Marketing  Fund to be  incorporated  or
               operated through an entity separate from us, and that entity will
               have all of our rights and duties pursuant to this Section 7.1.

          (d)  Benefits to Individual  Stores. You understand and agree that the
               Marketing  Fund is intended to maximize  recognition of the Marks
               and patronage of Mrs.  Fields  Cookies  Stores.  Although we will
               endeavor to utilize the Marketing Fund to develop advertising and
               marketing  materials and programs and to place  advertising  that
               will benefit all Mrs. Fields Cookies Stores, we cannot ensure you
               that  expenditures  by the  Marketing  Fund in or  affecting  any
               geographic  area  will  be  proportionate  or  equivalent  to the
               contributions to the Marketing Fund by Mrs. Fields Cookies Stores
               operating in that geographic area or that any Mrs. Fields Cookies
               Store will benefit  directly or in proportion to its contribution
               to the Marketing Fund from the  development  of  advertising  and
               marketing materials or the placement of advertising.

          (e)  Collection of Marketing  Fund  Contributions.  We will attempt to
               collect  all past due  Marketing  Fund  contributions  from  Mrs.
               Fields  Cookies  Store  franchisees.  We also  attempt to collect
               other  amounts due to us and our  Affiliates.  You agree that any
               payments made by a Mrs.  Fields Cookies ' Store  franchisee  will
               first be applied to the costs  incurred by us in  collecting  the
               amount,  including  reasonable  attorneys'  fees and  costs.  The
               remainder,  if any, will be allocated  proportionally,  among the
               Marketing Fund, us, and our  Affiliates,  based on the amount the
               franchisee owes the Marketing Fund, us and our Affiliates. Except
               as expressly provided in this Section,  we are assuming no direct
               or  indirect  liability  or  obligation  to you with  respect  to
               collection  of amounts  due,  or the  maintenance,  direction  or
               administration of, the Marketing Fund.

          (f)  Suspension or Termination of Marketing  Fund;  Reinstatement.  We
               reserve the right to suspend  contributions  to and operations of
               the  Marketing  Fund  for one or more  periods  and the  right to
               terminate the Marketing  Fund upon 30 days' prior written  notice
               to you.  All unspent  moneys on the date of  termination  will be
               distributed  to  our  franchisees,  us,  and  our  Affiliates  in
               proportion  to their  respective  contributions  to the Marketing
               Fund during the preceding 1 2 month period.  We may reinstate the
               Marketing Fund upon the same terms and conditions as set forth in
               this Agreement upon 30 days' prior written notice to you.

7.2  Advertising  and  Promotional   Activities  by  You.  In  addition  to  any
contributions  by you to the Marketing F Fund,  you agree that you will spend on
marketing and related  programs any amount that is required  under your lease or
sublease.  Those amounts typically vary from lease to lease, and therefore,  all
Mrs.  Fields Cookies Store  franchisees  will not be obligated to spend the same
amount on local  advertising  and  marketing.  You agree  that all  advertising,
promotion and marketing by you will comply with the  requirements  of Article 8,
will be completely clear and factual and not misleading, and will conform to the
highest  standards of ethical  marketing  and  promotion  policies  which may be
prescribed  by us. Prior to use, all press  releases and policy  statements  and
samples of all local  advertising,  marketing and related materials not prepared
or previously approved by us will be submitted to us for approval.  Our approval
will  not  be  unreasonably  withheld.  Pamphlets,  brochures,  cards  or  other
promotional materials offering free Products may only be used if prepared by us,
unless  otherwise  approved in advance by us.  However,  we will give  favorable
consideration  to your use of free product cards  developed by you, if the cards
clearly state that they may only be redeemed at Mrs. Fields Cookies Stores owned
by you.  If we do not give you  written  approval  of any  advertising  or other
promotional  materials  within 1 5 days  from the date of  receipt  by us of the
materials,  we will be deemed to have disapproved the submission.  You agree not
to use any advertising, marketing or related materials that we have disapproved.
You also agree to list the Licensed Store in the principal telephone directories
distributed in your metropolitan area.

7.3 Marketing  Contributions  From Suppliers.  You  acknowledge  that we and our
Affiliates  may receive  marketing  or  promotional  contributions,  allowances,
rebates,  or similar funds from  suppliers of products  which are sold at Cookie
Stores.  We and our  Affiliates  will be entitled to all the funds and you waive
any rights to those funds.  Amounts  received by us or our Affiliates on account
of supplies  purchased by you will not reduce the  contributions due from you to
the Marketing Fund.

7.4 Our Advertising Materials.  Upon request, we will provide you with copies of
advertising,  marketing  and  promotional  formats  and  materials  that we have
prepared  and that are  suitable for use at local Mrs.  Fields  Cookies  Stores.
Those items will be provided at our direct cost of producing them, including any
related shipping,  handling and storage charges,  payable when the materials are
ordered. These payments are not refundable.

                                    ARTICLE 8
                  CONFIDENTIAL INFORMATION AND USE OF THE MARKS

8.1 Confidential  Information.  We may disclose certain Confidential Information
to you in the initial training program and subsequent  training,  the Operations
Manual and in guidance  furnished to you during the term of the  Franchise.  You
are not acquiring any interest in Confidential Information, other than the right
to utilize  Confidential  Information  disclosed to you in the  operation of the
Licensed Store during the term of this Agreement. Your use or duplication of any
Confidential  Information in any other business will constitute an unfair method
of competition and a violation of this Agreement.  The Confidential  Information
is proprietary, includes our trade secrets and is disclosed to you solely on the
condition that you agree:

          (a)  Not to use  Confidential  Information  in any other  business  or
               capacity;

          (b)  To  maintain  the  absolute   confidentiality   of   Confidential
               Information during and after the term of this Agreement;

          (c)  Not to make  unauthorized  copies of any portion of  Confidential
               Information disclosed in written or other tangible form; and

          (d)  To  adopt  and  implement  all  reasonable   procedures  that  we
               prescribe  to  prevent   unauthorized   use  or   disclosure   of
               Confidential Information, including restrictions on disclosure of
               Confidential  Information  to your  employees  and to comply with
               requirements  we may impose that  certain key  employees  execute
               confidentiality agreements as a condition of employment.

8.2 Concepts  Developed by You. We and our  Affiliates  will have the  perpetual
right to own and use and authorize  other Mrs. Fields Cookies Stores to use, and
you will fully and  promptly  disclose  to us, all  ideas,  concepts,  formulas,
recipes,  methods and techniques  relating to the  development or operation of a
dessert or snack food business  conceived or developed by you or your  employees
during  the term of this  Agreement.  You may not test,  offer,  or sell any new
products without our prior written consent.

8.3 Ownership and Goodwill of Marks.  You acknowledge  that we own the Marks and
that your right to use the Marks is derived  solely from this  Agreement  and is
limited to the conduct of business in  compliance  With this  Agreement  and all
applicable  standards,  specifications and operating procedures that we require.
Any  unauthorized  use of the  Marks by you  will  constitute  a breach  of this
Agreement and an  infringement  of our rights in the Marks.  You agree that your
usage of the  Marks  and any  goodwill  established  by that use will be for our
exclusive  benefit.  This  Agreement  does  not  confer  any  goodwill  or other
interests in the Marks upon you,  other than the right to operate a Mrs.  Fields
Cookies  Store  in  compliance  with  this  Agreement.  All  provisions  of this
Agreement applicable to the Marks will apply to any additional proprietary trade
and service marks and commercial  symbols we or our Affiliates may authorize for
your use in the future.

8.4  Limitations  on Your Use of  Marks.  You agree to use the Marks as the sole
identification of the Licensed Store. However, you will identify yourself as the
independent  owner of the Licensed Store in the manner we require.  You will not
use any Mark as part of any  corporate or trade name or with any prefix,  suffix
or other modifying words,  terms,  designs or symbols (other than logos licensed
to you under this Agreement),  or in any modified form, nor may you use any Mark
in  connection  with the  performance  or sale of any  unauthorized  services or
products or in any other manner not  expressly  authorized in writing by us. You
agree to display the Marks  prominently  at the Licensed  Store,  on supplies or
materials  designated by us and in connection with packaging  materials,  forms,
labels and advertising and marketing  materials.  All Marks will be displayed in
the  manner  we  require.  You  agree  to use the  registration  symbol  "(D' in
connection with your use of the Marks that are registered.  You agree to refrain
from any business or marketing  practice  which may be injurious to our business
and the good  will  associated  with the Marks and  other  Mrs.  Fields  Cookies
Stores.  You agree to give such notices of trade and service mark  registrations
as we specify and to obtain such fictitious or assumed name registrations as may
be required under applicable law.

8.5  Discontinuance  of Use of Marks. If it becomes advisable at any time in our
sole  discretion for us or you to modify or  discontinue  use of any Mark or use
one or more additional or substitute trade or service marks, you agree to comply
with our directions to modify or  discontinue  the use of the Mark or use one or
more  additional or substitute  trade or service marks within a reasonable  time
after notice from us. We will reimburse you for your reasonable  direct expenses
in modifying or  discontinuing  the use of a Mark and  substituting  a different
trademark or service  mark.  However,  we will not be obligated to reimburse you
for any loss of goodwill  associated with any modified or  discontinued  Mark or
for any expenditures  made by you to promote a modified or substitute  trademark
or service mark.

8.6 Notification Of Infringements and Claims. You agree to immediately notify us
of any apparent infringement of or challenge to your use of any Mark or claim by
any  person of any  rights in any Mark,  and you will not  communicate  with any
person  other  than us or our  counsel  in  connection  with  the  infringement,
challenge  or claim.  We will have sole  discretion  to take the  action we deem
appropriate and the right to control exclusively any litigation, U.S. Patent and
Trademark  Office  proceeding or any other  administrative  or court  proceeding
arising out of any such  infringement,  challenge or claim or otherwise relating
to any Mark. You agree to execute any  instruments  and  documents,  render such
assistance and do those things as, in the opinion of our legal  counsel,  may be
necessary or advisable to protect and maintain our  interests in any  litigation
or U.S. Patent and Trademark  Office or other proceeding or otherwise to protect
and maintain our interests in the Marks.

8.7 Our  Indemnification  of You.  We  agree to  indemnify  you  against  and to
reimburse  you for all damages  for which you are held liable in any  proceeding
arising out of your authorized use of any Mark in compliance with this Agreement
and for all costs you  reasonably  incur in defending any claim brought  against
you or any proceeding in which you are named as a party,  provided that you have
timely  notified us of the claim or proceeding and have otherwise  complied with
this Agreement. We and our Affiliates, at our option, will be entitled to defend
and control the defense of any proceeding  arising Qut of your authorized use of
any Mark.

8.8  Copyrights.  We  claim  copyrights  in the  Confidential  Information,  the
Operations Manual, our construction plans, specifications and materials, printed
advertising and promotional materials and in related items used in operating the
Franchise.  Such  copyrights  have not been  registered  with the United  States
Registrar of  Copyrights  but have been  protected  under the federal  copyright
laws,  where  appropriate,  by virtue of our placing the  appropriate  notice of
copyright on such items.  You may use the Operations  Manual and other materials
during the term of the Franchise Agreement. The provisions of Sections 8.3, 8.5,
8.6, and 8.7 of this Agreement  relating to Marks also apply to copyrights owned
by us, as if copyrights were included within the definition of Marks.


                                    ARTICLE 9

                             EXCLUSIVE RELATIONSHIP

9.1  Non-Competition.  You  agree  and  acknowledge  that we would be  unable to
protect the Confidential  Information against unauthorized use or disclosure and
would be unable to encourage a free exchange of ideas and information among Mrs.
Fields Cookies Stores if franchised  owners of Mrs. Fields Cookies Stores or the
manager of the Licensed  Store were  permitted  to hold  interests in or perform
services for a Competitive Business. You also acknowledge and agree that we have
granted  the  Franchise  to  you in  consideration  of and  reliance  upon  your
agreement  to deal  exclusively  with  us.  Therefore,  during  the term of this
Agreement, no Restricted Person and no manager of the Licensed Store will:

          (a)  Have any direct or indirect  interest in a  Competitive  Business
               located or operating within 1 mile of the Licensed Store,  except
               other Mrs.  Fields Cookies Stores operated by you under franchise
               agreements with us;

          (b)  Have any direct or indirect  interest in a  Competitive  Business
               located  or  operating  within 1 mile of any Mrs.  Fields  Retail
               Outlet in the metropolitan area in which you are located,  except
               other Mrs.  Fields Cookies Stores operated by you under franchise
               agreements with us;

          (C)  Have any direct or indirect  interest in a  Competitive  Business
               located  or  operating  within 1 mile of any Mrs.  Fields  Retail
               Outlet,  except Mrs.  Fields Cookies Stores operated by you under
               franchise agreements with us;

          (d)  Have any direct or indirect  interest in a Competitive  Business,
               except other Mrs.  Fields  Cookies  Stores  operated by you under
               franchise agreements with us;

          (e)  Perform  services  as a  director,  officer,  manager,  employee,
               consultant,  representative, agent or otherwise for a Competitive
               Business, except other Mrs. Fields Cookies Stores operated by you
               under franchise agreements with us; or

          (f)  Recruit  or  hire  any  employee  who,   within  the  immediately
               preceding  6-month period,  was employed by us or any Mrs. Fields
               Retail  Outlet   operated  by  us,  our   Affiliates  or  another
               franchisee or licensee of us, without obtaining the prior written
               permission of us or the franchisee of licensee.

The  restrictions of this Section 9.1 do not apply to the ownership of shares of
a  class  of   securities   listed  on  a  stock   exchange  or  traded  on  the
over-the-counter  market  that  represent  2% or less of the number of shares of
that class of securities  issued and  outstanding.  Prior to any Licensed  Store
manager commencing employment,  you agree to provide us with a written agreement
from that  Licensed  Store  manager  accepting  and  agreeing to be bound by the
provisions of this Section 9.1.

                                   ARTICLE 10
                                    TRANSFERS

10.1 Transfers by Us. This Agreement is fully  transferable by us and will inure
to the benefit of any  transferee  or other legal  successor  to our interest in
this Agreement.

10.2  Restrictions  on Transfers by You. Your rights and duties  created by this
Agreement  are personal to you,  and we have  granted  this  Agreement to you in
reliance upon our perceptions of the individual or collective character,  skill,
aptitude,  attitude,  business ability and financial capacity of you and, if you
are not an individual, your Entity Owners. Accordingly, no Transfer will be made
without our prior  written  approval.  Any Transfer  without our  approval  will
constitute a breach of this Agreement and will be void and of no effect.

10.3  Conditions for Approval of Transfers by You. If you are in full compliance
with  this  Agreement,  we will not  unreasonably  withhold  our  approval  of a
Transfer that meets the following requirements:

          (a)  Character. The proposed transferee and the individuals ultimately
               owning the  transferee,  if the transferee is an Entity,  must be
               individuals  of good moral  character and otherwise meet our then
               applicable standards for owners of Mrs. Fields Cookies Stores.

          (b)  Business Experience.  The transferee and, if the transferee is an
               Entity,   its  Entity  Owners  must  have   sufficient   business
               experience,  aptitude  and  financial  resources  to operate  its
               business and comply. with this Agreement;

          (c)  Training.  The transferee and/or its senior management  personnel
               have agreed to complete our training program to our satisfaction;

          (d)  Satisfaction of Obliggations.  You have paid all amounts owed for
               purchases by you from us and our Affiliates and all other amounts
               owed  to us or our  Affiliates  and  third-party  creditors;  

          (e)  Assumption of Agreement. The transferee has agreed to be bound by
               and  expressly  assume  all of the terms and  conditions  of this
               Agreement for the remainder of its term, and if the transferee is
               an Entity,  each Entity  Owner of the  transferee  has executed a
               guarantee  in  our  favor  in  which  each  Entity  Owner  of the
               transferee guarantees  performance by the transferee of the terms
               and   conditions   of  this   Agreement   and  assumes  full  and
               unconditional  liability for the performance of all  obligations,
               covenants and agreements of you contained in this Agreement;

          (f)  Payment of Transfer Fees. You or the transferee has paid our then
               current  transfer  fee for a  Franchise  Agreement.  However,  no
               transfer   fee  will  be  required  if  the   Transfer  is  to  a
               wholly-owned  corporation under Section 10.4 of this Agreement or
               if the Transfer is among existing Entity Owners of you;

          (g)  Release.  You and your transferring  Entity Owners, if you are an
               Entity,  have executed a general release, in form satisfactory to
               us, of any and all claims  against us and our  Affiliates and our
               respective officers, directors, employees arid agents;

          (h)  Approval of Terms of  Transfer.  We have  approved  the  material
               terms  and  conditions  of  the  Transfer,   including,   without
               limitation,  that  the  price  and  terms of  payment  are not so
               burdensome  as to affect  adversely the operation of the Licensed
               Stores.  However,  our approval of a Transfer does not ensure the
               transferee's  success as a Mrs.  Fields Cookies Store  franchisee
               nor should the transferee  rely upon our approval of the Transfer
               in determining whether to acquire the Licensed Store;

          (i)  Subordination. If you (or your Entity Owners) finance any part of
               the sale price of the  transferred  interest,  you and the Entity
               Owners have agreed that all  obligations of the transferee  under
               any promissory notes,  agreements or security  interests reserved
               by you  (or  your  Entity  Owners)  will  be  subordinate  to the
               transferee's obligations to us and our Affiliates; and

          (j)  Non-Competition  Agreement. Each Restricted Person has executed a
               non-competition  agreement  in  our  favor  and in  favor  of the
               transferee  agreeing that, for a period of 3 years  commencing on
               the  effective  date of the transfer,  no Restricted  Person will
               acquire  or hold any  direct or  indirect  interest  as an owner,
               investor,   partner,   director,   officer,  manager,   employee,
               consultant, representative or agent, or in any other capacity, in
               a Competitive  Business  located  within W 1 mile of the Licensed
               Store,  (ii) 1 mile  of any  Mrs.  Fields  Retail  Outlet  in the
               metropolitan  area in which you are  located,  or (iii) 1 mile of
               any other Mrs.  Fields Retail Outlet,  except Mrs. Fields Cookies
               Stores operate under  agreements with us or our  Affiliates.  The
               restrictions  of this  Section  10.3(j)  will  not  apply  to the
               ownership  of shares of a class of  securities  listed on a stock
               exchange or traded on the over-the-counter  market that represent
               2% or less of the  number of shares of that  class of  securities
               issued and outstanding.

          (k)  Landlord  Consent.  If  consent  is  required,  the lessor of the
               Premises  consents to the  assignment or sublease of the Premises
               to the transferee; and

          (1)  Non-Use of Marks. You and your Entity Owners have agreed that you
               and they will not  directly or  indirectly  at any time or in any
               manner  (except with respect to Mrs.  Fields Cookies Stores owned
               and operated by you or them)  identify  yourself or themselves or
               any of their  businesses  as a  current  or  former  Mrs.  Fields
               Cookies  Store,  or as a franchisee,  licensee or dealer of us or
               our Affiliates,  use any Mark, any colorable  imitation of any of
               the Marks or other indicia of a Mrs.  Fields Cookies Store in any
               manner or for any  purpose or utilize  for any  purpose any trade
               name,  trade or  service  mark or other  commercial  symbol  that
               suggests or indicates a connection or association  with us or our
               Affiliates.

In connection  with any assignment  permitted  under this Section 10.3, you will
provide us with all documents to be executed by you and the proposed  transferee
at least 30 days prior to execution.

10.4 Transfer to a Wholly-Owned Corporation.  If you are in full compliance with
this Agreement,  you may transfer your rights in this Agreement to a corporation
which will  conduct no business  other than the  business  contemplated  by this
Agreement,  which  you  actually  manage  and in which you  maintain  management
control  and own and control  100% of the equity and voting  power of all issued
and outstanding  capital stock.  Transfers of shares of such corporation will be
subject to the  provisions  of Section 10.2 and Section 10.3 of this  Agreement.
Even though a transfer is made under this  Section,  you will remain  personally
liable  under this  Agreement  as if the  transfer to such  corporation  had not
occurred.  The  articles  of  incorporation,  by-laws  and other  organizational
documents of the corporation will recite that the issuance and assignment of any
interest in the  corporation is restricted by the terms of this Article 1 0, and
all issued and outstanding  stock  certificates of such  corporation will bear a
legend reciting or referring to these restrictions.

10.5 Our Right of First Refusal.

          (a)  Submission  of Offers to Us. If you or one or more of your Entity
               Owners  desires to make a Transfer,  you or the Entity Owner will
               obtain a bona fide,  executed  written offer and an earnest money
               deposit (in the amount of 5% or more of the offering  price) from
               a responsible and fully disclosed  purchaser and will immediately
               submit to us a true and complete  copy of such offer,  which will
               include details of the payment terms of the proposed sale and the
               sources  and terms of any  financing  for the  proposed  purchase
               price and a list of the owners of record and  beneficially of any
               offeror that is an Entity and the individuals  ultimately  owning
               or  controlling  the  offeror.  If the offeror or an owner of the
               offeror is a  publicly-held  Entity,  you will also  submit to us
               copies of the most current  annual and  quarterly  reports of the
               publicly-held  Entity.  To  be a  valid,  bona  fide  offer,  the
               proposed  purchase  price will be denominated in a dollar amount.
               The offer must apply only to an interest in this  Agreement  or a
               Controlling  Interest  in you and may not  include  an  offer  to
               purchase  any other  property  or  rights  of you or your  Entity
               -Owners.  However,  if the  offeror  proposes  to buy  any  other
               property  or  rights  from  you or  your  Entity  Owners  under a
               separate,  contemporaneous offer, the price and terms of purchase
               offered to you or your  Entity  owners for the  interest  in this
               Agreement  or the  Controlling  Interest in you will  reflect the
               bona fide price  offered for that  interest  and will not reflect
               any value for any other property or rights.

          (b)Our Riqht to  Purchase.  We will  have the  right,  exercisable  by
               written  notice  delivered to you or your Entity Owners within 30
               days from the date of  delivery  of an exact copy of the offer to
               us,  to  purchase  the   interest  in  this   Agreement  or  such
               Controlling  Interest  in you for the  price and on the terms and
               conditions contained in the offer. However we may substitute cash
               for any form of payment proposed in the offer, our credit will be
               deemed  equal to the credit of any  proposed  purchaser,  'and we
               will have not less than 60 days to close  the  purchase.  Without
               regard to the  representations  and  warranties  demanded  by the
               proposed  purchaser,  if any, we will be entitled to purchase the
               interest,  receiving from you all customary  representations  and
               warranties  given by the seller of the  assets of a  business  or
               equity   interest  in  an  Entity,   as   applicable,   including
               representations and warranties as to ownership,  condition of and
               title to assets,  absence of liens and  encumbrances  relating to
               the ownership  interest and assets, and validity of contracts and
               liabilities  affecting the assets being purchased,  contingent or
               otherwise.


          (c)  Non-Competition  Restriction.  If we exercise  our right of first
               refusal,  you and each other Restricted  Person agree that, for a
               period  of 3 years  commencing  on the  date of the  closing,  no
               Restricted  Person  will  acquire or hold any direct or  indirect
               interest  as an  owner,  investor,  partner,  director,  officer,
               manager, employee, consultant, representative or agent, or in any
               other capacity, in a Competitive Business located within W within
               1 mile from the  Licensed  Store,  (ii) within 1 mile of any Mrs.
               Fields  Retail Outlet in the  metropolitan  area in which you are
               located,  or (iii) 1 mile of any other Mrs. Fields Retail Outlet,
               except Mrs. Fields Cookies Stores operated under  agreements with
               us or our Affiliates.  The  restrictions of this Section will not
               be applicable to the ownership of shares of a class of securities
               listed on a stock  exchange  or  traded  on the  over-the-counter
               market that  represent 2% or less of the number of shares of that
               class of securities  issued and  outstanding.  If we exercise our
               right of first refusal,  you and your Entity Owners further agree
               that you will abide by the restrictions of Section 10.30).

          (d)Non-Exercise  by Us of Our  Right  of First  Refusal.  If we do not
               exercise our right of first refusal,  you (or your Entity Owners)
               may  complete the sale to such  purchaser  pursuant to and on the
               terms of such  offer,  subject to our  approval  as  provided  in
               Sections  10.2  and  10.3  above.  However,  if the  sale  to the
               purchaser is not completed within 1 20 days after delivery of the
               offer to us, or if there is a material change in the terms of the
               sale,  our right of first  refusal  will be extended  for 30 days
               after the expiration of the 1 20-day period or after the material
               change in the terms of the sale.

10.6 Death or Permanent Disability.  If you are an individual,  upon your death
or permanent  disability  or, if you are an Entity,  upon the death or permanent
disability  of an  individual  owner  of a  Controlling  Interest  in  you,  the
executor,  administrator,  conservator or other personal  representative of that
person will transfer his interest in this Agreement or his Controlling  Interest
in you within a reasonable  time,  not to exceed 6 months from the date of death
or permanent disability,  to a third party approved by us. A transfer under this
Section, including, without limitation,  transfer by devise or inheritance, will
be  subject  to all of the terms  and  conditions  for  Transfers  contained  in
Sections 10.2 and 10.3 of this Agreement, and unless transferred by gift, devise
or inheritance,  subject to the terms of Section 10.5 above.  Failure to dispose
of such interest within the specified  period of time will constitute a breach '
of  this  Agreement.  For  purposes  of  this  Agreement,  the  term  'permanent
disability' will mean a mental or physical  disability,  impairment or condition
that is reasonably  expected to prevent or actually does prevent you or an owner
of a Controlling  Interest in you from supervising the operation of the Licensed
Store for a period of 6 months from the onset of such disability,  impairment or
condition.

10.7 Ef f ect of  Consent  to  Transfer.  Our  consent  to a  Transfer  will not
constitute  a waiver of any claims we may have  against  the  transferor  nor be
deemed a waiver of our right to demand full  compliance by the  transferee  with
the terms or conditions of this Agreement.

                                   ARTICLE 11
                                    DEFAULTS

11.1 Our Defaults.  If we materially  breach a provision of this  Agreement and
fail within 30 days after written notice of breach is delivered to us, either to
correct such failure or, if such failure cannot  reasonably be corrected  within
30 days,  to provide proof  acceptable  to you of efforts  which are  reasonably
calculated to correct such failure  within a reasonable  time,  which will in no
event be more  than 60 days  after  such  notice,  and  thereafter  to cure such
failure  within the 60-day time  period,  then we will be in default  under this
Agreement.

11.2 Your Defaults.  You will be in default under the terms of this Agreement if
any of the following occur:

          (a)  Insolvency.   You  file  a   petition   in   bankruptcy   or  for
               reorganization  or for an arrangement  pursuant to any federal or
               state  bankruptcy law or any similar federal or state law, or are
               adjudicated a bankrupt or make an  assignment  for the benefit of
               creditors  or admit in writing  your  inability to pay your debts
               generally  as  they  become  due,  or  if a  petition  or  answer
               proposing  the   adjudication  of  you  as  a  bankrupt  or  your
               reorganization pursuant to any federal or state bankruptcy law or
               any  similar  federal  or state law is filed in any court and you
               consent to or acquiesce in the filing thereof or such petition or
               answer  is not  discharged  or denied  within  60 days  after the
               occurrence of any of the foregoing, or if a receiver,  trustee or
               liquidator of you or of all or  substantially  all of your assets
               or your interest in this Agreement is appointed in any proceeding
               brought by you, or if any such receiver, trustee or liquidator is
               appointed  in  any  proceeding  brought  against  you  and is not
               discharged within 60 days after the occurrence thereof, or if you
               consent  to or  acquiesce  in such  appointment  (any such  event
               described  in this  Section  1  1.2(a)  being  referred  to as an
               'Insolvency Event');

          (b)  Unauthorized  Transfer.  A Transfer  occurs in  violation  of the
               provisions of Article 10 of this Agreement;

          (c)  Misstatements and other Adverse Developments. You (or, if you are
               an  Entity,  any  Entity  Owner of you)  have  made any  material
               misrepresentation  or omission in your application for the rights
               conferred by this Agreement, are convicted by a trial court of o,
               plead no  contest  to a felony or to any other  crime or  offense
               that may adversely affect the goodwill associated with the Marks,
               or if you engage in any conduct  which may  adversely  affect the
               reputation  of any Mrs.  Fields  Cookies  Store  or the  goodwill
               associated with the Marks;

          (d)  Unauthorized Use of Marks or Confidential Information.  You or an
               Entity  Owner of you make any  unauthorized  use of- the Marks or
               any unauthorized use or disclosure of Confidential Information;

          (e)  Abandonment. You abandon or fail actively to operate the Licensed
               Store for 3 consecutive  days unless the Licensed  Store has been
               closed  for a purpose  approved  in  advance  by us in writing or
               because of fire, flood or other casualty or government order;

          (f)  Breach of Lease;  Loss of Right of Possession.  You are in breach
               of any of your  obligations  under your lease or  sublease of the
               Premises or you lose the right to possession of the Premises;

          (g)  Failure  to Comply  with  Certain  System  Standards  and  Health
               Requirements.  You fail or refuse to comply with System Standards
               relating to the  cleanliness  or sanitation of the Licensed Store
               or violate any health,  safety or  sanitation  law,  ordinance or
               regulation and do not correct the  noncompliance  within 48 hours
               after written  notice thereof is delivered to you or you store or
               use 'out-of-code' products in violation of the System Standards;

          (h)  Understatements  of Gross  Revenues.  You understate the Licensed
               Store's Gross Revenues in any report or financial statement by an
               amount greater than 2%;

          (i)  Failure to Make Payments. You fail to make payments, when due, of
               any  amounts  due  to us or  our  Affiliates  for  royalty  fees,
               Marketing Fund  contributions  or for any other amounts due to us
               or our Affiliates  under this  Agreement or in connection  with a
               purchase  by you of the  Licensed  Store  assets  and  you do not
               correct the failure  within 1 0 days after written  notice of the
               failure is delivered to you;

          (j)  Failure  to Pay  Taxes.  You  fail to pay any  federal  or  state
               income,  sales or other  taxes due with  respect to the  Licensed
               Store's  operations  unless you are in good faith contesting your
               liability for the taxes;


          (k)  Other  Breaches.  You fail to comply with any other  provision of
               this  Agreement  or any System  Standard  and do not  correct the
               failure  within 30 days after  written  notice of the  failure to
               comply is delivered to you or provide  proof  acceptable to us of
               efforts  which are  reasonably  calculated to correct the failure
               within a reasonable  time, which will in no event be more than 60
               days  after the  notice,  if the  failure  cannot  reasonably  be
               corrected  within 30 days after written  notice of the failure to
               comply is delivered to you;

          (1)  Repeated  Breaches.  You  fall  on 2 or more  separate  occasions
               within any  period of 1 2  consecutive  months or on 3  occasions
               during the term of this  Agreement  to submit when due reports or
               other data,  information or supporting records or to pay when due
               the royalty fees or other payments due to us or our Affiliates or
               otherwise fails to comply with this Agreement, whether or not the
               failures  to  comply  are  corrected   after  notice  thereof  is
               delivered to you;

          (m)  Termination  Without Cause. You terminate this Agreement  without
               cause; or

          (n)  Financing  Defaults.  You  default  with  respect  to any of your
               obligations  to  us or  any  other  lender  under  any  financing
               provided to you in connection with this Franchise  Agreement or a
               purchase of Licensed Store assets.


                                   ARTICLE 12

                            TERMINATION OF AGREEMENT

12.1  Termination  Upon  Expiration of Term. This Agreement will terminate upon
expiration of the term of this Agreement, unless terminated earlier.

12.2 Your Right to  Terminate  if We  Default.  If we are in default  under this
Agreement,  in addition to whatever  other rights and remedies are  available to
you and if you are in compliance  with this  Agreement,  you may terminate  this
Agreement  effective  10 days  after  delivery  to us of notice of  termination,
unless within that time, our default is cured.

12.3  Termination  by You without  Cause. A termination of this Agreement by you
for any reason  other than as  permitted  by Section 12.2 above will be deemed a
termination by you without cause and in violation of this Agreement.

12.4 Our Right to  Terminate if You  Default.  If you are in default  under this
Agreement,  in addition to whatever  other rights and remedies are  available to
us, we may  terminate  this  Agreement,  effective  upon  delivery  of notice of
termination to you.

12.5 Our Right to Terminate in Certain Other Circumstances.

          (a)  Failure  to  Complete  Training.  If you or  your  initial  store
               manager  fails to  complete  all phases of the  initial  training
               program to our satisfaction,  we will have the right to terminate
               this  Agreement  effective upon delivery of notice of termination
               to you.  If we  terminate  the  Agreement  as  permitted  by this
               provision,  we will refund to you the initial  franchise fee less
               all reasonable expenses incurred by us in connection with (i) the
               preparation  of this Agreement and all related  agreements,  (ii)
               the grant of the Franchise,  (iii) approval of the Premises, (iv)
               selection of the Premises,  and (v) any other services  performed
               by us in connection with the establishment and development of the
               Licensed Store.  However,  in no event will the refund exceed 50%
               of the initial franchise fee. The refund will be delivered to you
               upon  execution  of all  releases,  waivers and other  agreements
               necessary to terminate the relationship between you and us.

          (b)  Failure to Commence Operations. If you fail to commence operation
               of the  Licensed  Store  within 1 80 days after the  execution of
               this  Agreement,  we will also have the right to  terminate  this
               Agreement  effective  upon delivery of notice of  termination  to
               you. No refund of the initial franchise fee will be made in these
               circumstances.

12.6 Your Opportunity to Acquire a Successor Franchise Agreement.

          (a)  Conditions to Issuance of a Successor Franchise. Upon termination
               of this Agreement,  you may acquire a successor franchise for the
               Licensed  Store  on the  terms  and  conditions  of the  form  of
               franchise  agreement for Mrs.  Fields  Cookies Stores that we are
               using at the time of expiration of this Agreement if:

               (i)  You have  substantially  complied with this Agreement during
                    its term and are not in default of this Agreement;

               (ii) You agree either:

                         (1) To maintain possession of and remodel and/or expand
                    the  Premises,   add  or  replace  leasehold   improvements,
                    equipment,  fixtures,  furnishings  and signs and  otherwise
                    modify the Licensed Store to bring it into  compliance  with
                    specifications and standards then applicable for Mrs. Fields
                    Cookies Stores, or

                         (2) If in our  judgment  the  Licensed  Store should be
                    relocated,  to secure substitute premises approved by us and
                    construct and develop the substitute  premises in compliance
                    with  specifications  and standards then applicable for Mrs.
                    Fields Cookies Stores;

               (iii)You agree to correct any  deficiencies in the Licensed Store
                    or the Premises, or in your operation of the Licensed Store,
                    as  identified  in the notice  from us to you  described  in
                    Section  12.6(b) of this  Agreement,  within the time period
                    specified in the notice; and

               (vi) You comply with the  provisions of Section  12.6(c) below on
                    or before expiration of this Agreement.

          (b)  Grant of a Successor Franchise. You must give us a written notice
               of your  desire and  election  to acquire a  successor  franchise
               during  the  year  preceding  the  last  year of the term of this
               Agreement;  otherwise,  you  will  have no  right  to  acquire  a
               successor  franchise.  We agree to give you written  notice,  not
               more  than  1 80  days  after  receipt  of  your  notice,  of our
               requirements under Section 12.6(a)(iii) of this Agreement and the
               time period for satisfying those requirements,  as well as a list
               of any deficiencies in the Licensed Store or the Premises,  or in
               your  operation  of the  Licensed  Store that must be  corrected,
               stating the actions you must take to correct the deficiencies and
               specifying  the time  period  in which the  deficiencies  must be
               corrected.  If,  but  only  if,  you  have  satisfied  all of the
               conditions  set forth in Section  12.6 of this  Agreement  by the
               date of expiration of this Agreement, we will issue the successor
               franchise.  We agree,  however,  that if any of the time  periods
               specified by us for  compliance  with the  provisions  of Section
               12.6(a)(ii)  or  Section  12.6(a)(iii)  above  extend  beyond the
               expiration of this  Agreement,  the new franchise  will be issued
               conditionally,  subject to  compliance  with  those  requirements
               within the applicable time periods.


          (c)  Agreements and Releases to be Executed,. If you are entitled to a
               successor  franchise,  you (and your Entity Owners, if you are an
               Entity) will be required to execute a new franchise agreement and
               any  ancillary  agreements we are  customarily  using in granting
               franchises for the operation of Mrs. Fields Cookies Stores at the
               time of expiration of this  Agreement.  You will also be required
               to pay the fees and charges then being  charged under the version
               of franchise  agreement  and our  franchising  policies in effect
               upon expiration of this Agreement. These requirements may include
               payment of a new initial franchise fee (which will not exceed 50%
               of  the  initial  franchise  fee  then  being  charged  to  new f
               franchisees)  and other fees and  charges at the times and in the
               amounts provided for in the form of successor franchise agreement
               then in use by us. These fees and charges may be  different  from
               those in this  Agreement.  You (and your Entity Owners) will also
               be required to execute general releases,  in form satisfactory to
               us, of any and all claims  against us and our  Affiliates and our
               respective officers, directors, employees, agents, successors and
               assigns  arising  under  this   Agreement.   Copies  of  all  the
               agreements and releases will be delivered to you at least 60 days
               prior to expiration of this Agreement and must be executed by you
               (and your Equity Owners,  if  applicable)  prior to expiration of
               this Agreement.

1 2.7 Payment of Amounts Owed to Us and Others following Termination.  You agree
to pay us within 1 5 days after the date of  termination of this  Agreement,  or
such later date as the  amounts  due to us are  determined,  the  royalty  fees,
Marketing Fund  contributions,  amounts owed for purchases by you from us or our
Affiliates,  interest due on any of the  foregoing and all other amounts owed to
us or our Affiliates which are then unpaid.

12.8  Discontinuance  of the Use of the Marks following  Termination.  You agree
that, upon termination of this Agreement, you will:

          (a)  Not directly or indirectly  at any time or in any manner  (except
               with  respect  to other  Mrs.  Fields  Cookies  Stores  owned and
               operated by you)  identify  yourself or any business as a current
               or former Mrs. Fields Cookies Store, or as a franchisee, licensee
               or dealer of us or our  Affiliates,  use any Mark,  any colorable
               imitation  of a Mark or other  indicia of a Mrs.  Fields  Cookies
               Store in any manner or for any purpose or utilize for any purpose
               any trade name, trade or service mark or other commercial  symbol
               that suggests or indicates a connection or association with us or
               our Affiliates;

          (b)Deliver  to us  all  signs,  sign-faces,  sign-cabinets,  marketing
               materials,  forms,  invoices and other  materials  containing any
               Mark  or  otherwise  identifying  or  relating  to a Mrs.  Fields
               Cookies Store and allow us, without liability, to remove all such
               items from the Licensed Store,-

          (c)Take such  action as may be required  to cancel all  fictitious  or
               assumed name or equivalent  registrations relating to your use of
               any Mark;

          (d)Ifwe do not purchase  the  Licensed  Store as provided in Section 1
               2.1 1 below,  make  the  changes  to the  exterior  and  interior
               appearance of the Licensed  Store as are  reasonably  required by
               us;

          (e)Deliver all materials and supplies  identified by the Marks in full
               cases or  packages  to us for  credit  and  dispose  of all other
               materials  and  supplies  identified  by the Marks within 30 days
               after the effective date of termination of this Agreement;



          (f)  Notify  the  telephone   company  and  all  telephone   directory
               publishers of the  termination of your right to use any telephone
               and  telecopy  numbers  and  any  regular,  classified  or  other
               telephone  directory  listings  associated  with  any Mark and to
               authorize transfer of those rights to us or at our direction. You
               agree that, as between you and us, we have the sole rights to and
               interest in all  telephone  and  telecopy  numbers and  directory
               listings  associated  with any Mark. You authorize us and appoint
               us and any of our  officers as your  attorney in fact,  to direct
               the telephone company and all telephone  directory  publishers to
               transfer  any  telephone  and  telecopy   numbers  and  directory
               listings  relating  to  the  Licensed  Store  to  us  or  at  our
               direction,  should you fail or refuse to do so, and the telephone
               company and all telephone  directory  publishers  may accept such
               direction or this Agreement as conclusive of our exclusive rights
               in the telephone and telecopy numbers and directory  listings and
               our authority to direct their transfer; and

          (g)  Furnish  us,  within  30  days  after  the   effective   date  of
               termination,  with evidence satisfactory to us of your compliance
               with the obligations in this Section 12.8.

12.9 Discontinuance of Use of Confidential  Information following  Termination.
You agree that, upon termination of this Agreement,  you will immediately  cease
to use any Confidential  Information disclosed to you pursuant to this Agreement
in any  business  or  otherwise  and you will  return  to us all  copies  of the
Operations Manual and any other  confidential  materials which we have loaned to
you.

12.10  Covenant Not to Compete.  Upon  termination  of this  Agreement  for any
reason other than as a result of our default,  you agree that, for a period of 1
year (or 3 years if we purchase the Licensed  Store as provided in Section 1 2.1
1 below)  commencing on the effective date of termination,  no Restricted Person
will have any  direct or  indirect  interest  as an  owner,  investor,  partner,
director, officer, employee, consultant, representative or agent or in any other
capacity in any Competitive  Business  located or operating within (a) 1 mile of
the  Licensed  Store,  N 1  mile  of  any  Mrs.  Fields  Retail  Outlet  in  the
metropolitan  area in which you are  located,  or (c) I mile of any  other  Mrs.
Fields  Retail  Outlet,   except  Mrs.  Fields  Cookies  Stores  operated  under
agreements with us or our Affiliates.  The restrictions of this Section will not
be applicable  to the  ownership of shares of a class of securities  listed on a
stock  exchange  or traded on the  over-the-counter  market that  represent  two
percent (2%) or less of the number of shares of that class of securities  issued
and  outstanding.  You expressly  acknowledge  that you and the other Restricted
Persons  possess  skills  and  abilities  of a  general  nature  and have  other
opportunities  for  exploiting  those skills.  Consequently,  enforcement of the
covenants  made  in  this  Section  will  not  deprive  you or any of the  other
Restricted Persons of their personal goodwill or ability to earn a living-

12.1 1 Our Option to Purchase Licensed Stores.

          (a)  Option to Purchase. Upon termination of this Agreement other than
               as a  result  of  our  default  and  if  no  successor  franchise
               agreement  has been  executed,  we or our assignee  will have the
               option,  exercisable  by giving  written notice thereof within 60
               days from the date of such termination or expiration,  to acquire
               from you, the inventory of Mrs. Fields Products,  materials,  and
               supplies that are in good and saleable condition and not obsolete
               or discontinued (the 'Inventory') and the equipment. furnishings,
               signs,  and the  other  tangible  assets of the  Licensed  Stores
               (collectively,  with t@e Inventory,  the "Assets').  We will have
               the unrestricted  right to assign this option to purchase and our
               rights  under this  Section 1 2.1 1. We will be  entitled  to all
               customary  warranties and  representations in connection with our
               purchase,  including,  without  limitation,  representations  and
               warranties as to ownership, condition of and title to the Assets,
               no  liens  and  encumbrances  on  the  Assets,  and  validity  of
               contracts  and  agreements  and  liabilities  benefitting  us  or
               affecting the Assets, contingent or otherwise.

          (b)  Purchase  Price.  The purchase price for the Assets will be equal
               to the greater  of: W. The sum of the book value of the  Licensed
               Store's   Assets,   other   than   Inventory,   amortized   on  a
               straight-line basis over a 7 year period, plus the lesser of cost
               and the then-current wholesale market value of the Inventory, or

               (ii) The product of the  Licensed  Store's  average cash flow for
                    the 2 most recently completed fiscal years, multiplied by 2.
                    "Cash flow" means the Licensed  Store's Gross  Revenues less
                    all Licensed  Store-related costs (i.e., cost of goods sold,
                    labor,  occupancy and other Licensed Store expenses) as well
                    as annual administrative costs of $1 5,000, royalty fees and
                    marketing fees, but not including interest and depreciation.

  We will have the right to set off against and reduce the purchase price by any
  and all amounts owed by you to us or our  Affiliates.  We may exclude from the
  Assets  purchased any equipment,  furnishings,  signs, and usable inventory of
  Mrs. Fields  Products,  materials,  or supplies of the Licensed Stores that we
  have not approved as meeting our standards for Mrs. Fields Cookies Stores, and
  the purchase  price will be reduced by the  replacement  cost of such excluded
  items  which are  required  in the  operation  of the  Licensed  Stores  being
  purchased.

               (c)  Payment of Purchase  Price.  The purchase price will be paid
                    in cash at the  closing  of the  purchase,  which  will take
                    place no later than 90 days after your receipt of our notice
                    of exercise of this option to purchase the Licensed  Stores,
                    at which time you will deliver  instruments  transferring to
                    us good and merchantable title to the Assets purchased, free
                    and clear of all liens and  encumbrances  and with all sales
                    and other  transfer taxes paid by you, and with all licenses
                    or permits of the  Licensed  Stores which may be assigned or
                    transferred.  If the closing of the purchase  does not occur
                    within the 90-day period  because you fail to act diligently
                    in connection with the purchase,  the purchase price will be
                    reduced by 10%. The purchase  price will be further  reduced
                    by 10% per month for each  subsequent  month you fail to act
                    diligently to consummate the purchase. Prior to closing, you
                    and we will comply with the applicable Bulk Sales provisions
                    of the Uniform Commercial Code as enacted in the state where
                    the Licensed Store is located.

               (d)  Lease of Premises.  In  connection  with the purchase of the
                    Assets of a Licensed  Store,  you will also deliver to us an
                    assignment of the lease for the Licensed Store premises (or,
                    if  assignment  is   prohibited,   subleases  for  the  full
                    remaining  term and on the same terms and conditions as your
                    lease).  If you own the premises of the Licensed Store,  you
                    agree to lease the  premises  to us pursuant to the terms of
                    our  standard  lease,  for  a  term  of  5  years  with  two
                    successive  5-year  renewal  options at fair  market  rental
                    during the initial and renewal terms.

               (e)  Interim  Management.  If we exercise  the option to purchase
                    the Licensed Store, pending the closing of such purchase, we
                    may  appoint a manager  to  maintain  the  operation  of the
                    Licensed  Store or, at our option,  require you to close the
                    Licensed Store during such time period without  removing any
                    assets. If we appoint a manager to maintain the operation of
                    the Licensed  Store pending  closing of such  purchase,  all
                    funds from the  operation of the  Licensed  Store during the
                    period of management  by our appointed  manager will be kept
                    in a separate fund, and all expenses of the Licensed  Store,
                    including  compensation,  other costs, and travel and living
                    expenses of our appointed  manager,  will be charged to such
                    fund. As compensation for such management services,  we will
                    charge such fund 10% of the Gross  Revenues of the  Licensed
                    Store during the period of our management.  Operation of the
                    Licensed  Store  during  any  such  period  will  be on your
                    behalf,  provided  that we will have a duty only to  utilize
                    our good faith  effort and will not be liable to you for any
                    debts or  obligations  incurred by the Licensed  Store or to
                    any  of  your  creditors  for  any  merchandise,  materials,
                    supplies or services  purchased by the Licensed Store during
                    any  period in which the  Licensed  Store is  managed by our
                    appointed  manager.  You  will  maintain  in  force  for the
                    Licensed  Store  all  insurance  policies  required  by this
                    Agreement until the date of closing.

Terminationof  Franchise  Agreement.  Upon the  closing of the  purchase  of the
Assets and satisfaction by you of all of your  obligations  under this Agreement
accruing through the closing, this Agreement will terminate.

12.12 Continuing Obligations. All obligations of us and you which expressly or
by their nature survive the  termination of this Agreement will continue in full
force and effect  subsequent to and  notwithstanding  termination and until they
are  satisfied in full or by their nature  expire.  Included in the  obligations
that will continue following termination of this Agreement are the Provisions of
Sections 5.3, 6.5, 6.7, 6.11, 8.1, 8.7, 10.3(l), 12.7, 12.8, 12.9, 12.10, 12.11,
12.12, 13.4, 14.1, and the provisions of Article 15 of this Agreement.

                                   ARTICLE 13
                   RELATIONSHIP OF THE PARTIES/INDEMNIFICATION

13.1  Independent  Contractors.  This  Agreement  does not  create  a  fiduciary
relationship  between the parties.  We and you are  independent  contractors and
nothing in this  Agreement is intended to make either party a general or special
agent,  joint  venturer,  partner or employee of the other for any purpose.  You
will  conspicuously  identify  yourself  in all  dealings  as the  owner  of the
Licensed Store under a franchise granted by us and will place such other notices
of independent ownership on the forms, business cards, stationery, marketing and
other materials as we may require from time to time.

13.2 No Liability  for the Act of Other  Party.  You will not employ any of the
Marks in signing  any  contract  or  applying  for any license or permit or in a
manner that may result in our liability for any  indebtedness  or obligations of
you,  nor may  you use the  Marks  in any way not  expressly  authorized  by us.
Neither  we nor you will make any  express or  implied  agreements,  warranties,
guarantees or  representations or incur any debt in the name or on behalf of the
other  or be  obligated  by or  have  any  liability  under  any  agreements  or
representations  made by the other.  We will not be obligated for any damages to
any person or property  directly or  indirectly  arising out of the operation of
your business authorized by or conducted pursuant to this Agreement.

13.3 Taxes. We will have no liability for any sales, use, service,  occupation,
excise, gross receipts, income, property or other taxes, whether levied upon you
or your assets or upon us, arising in connection with your sales or the business
conducted  by you  pursuant  to this  Agreement,  except  for taxes  that we are
required by law to collect from you with respect to purchases from us and except
for  our  own  income   taxes.   Payment  of  all  'such   taxes  will  be  your
responsibility.

13.4 Indemnification.  You agree to indemnify, defend and hold harmless us, our
parent  company,   subsidiaries  and  Affiliates  and  each  of  our  respective
shareholders,  directors,  officers,  employees,  agents, successors and assigns
(the 'Indemnified Parties') against and to reimburse the Indemnified Parties for
any claims,  liabilities,  lawsuits,  demands,  actions,  damages  and  expenses
arising  from  or  out  of  (a)  any  breach  of  your  agreements,   covenants,
representations,  or warranties contained in this Agreement,  (b) any damages or
injury to any  person,  including,  but not  limited  to,  your  employees,  our
employees and agents,  your  customers,  and members of the public,  suffered or
incurred on or about any  Licensed  Store owned or operated by you,  (c) product
liabilities claims or defective manufacturing of Mrs. Fields Products by you, or
(d) the activities under this Agreement of you or any of your officers,  owners,
directors,   employees,   agents   or   contractors.   For   purposes   of  this
indemnification,   claims  will  mean  and  include  all  obligations,   actual,
consequential,  and  incidental  damages  and costs  reasonably  incurred in the
defense of any claim  against  the  Indemnified  Parties,  including  reasonable
accountants',  arbitrators',  attorneys'  and  expert  witness  fees,  costs  of
investigation  and proof of facts,  court costs,  other litigation  expenses and
travel  and  living  expenses.  We will have the right to defend  any such claim
against us. This indemnity will continue in full force and effect  subsequent to
and notwithstanding the termination of this Agreement.

                                   ARTICLE 14

                               SECURITY AGREEMENT

14.1 Security Agreement.  In order to secure full and prompt payment of the fees
and other  charges  to be paid by you to us, and to secure  performance  of your
other  obligations  and covenants  under this  Agreement,  you hereby grant us a
security  interest  in,  lien  upon,  and right of set off  against  all of your
interest  in the  improvements,  fixtures,  inventory',  goods,  appliances  and
equipment  now or  hereafter  owned and located at the Licensed  Store  (whether
annexed  to the  Premises  or  not)  or used in  connection  with  the  business
conducted at the Premises,  including all machinery,  materials,  appliances and
fixtures for generating or distributing air, water,  heat,  electricity,  light,
fuel, or refrigeration,  for ventilating,  cooling or sanitary purposes, for the
exclusion  of vermin or insects and for the removal of dust,  refuse or garbage;
all engines, machinery,  stoves,  refrigerators,  furnaces,  partitions,  doors,
vaults,  sprinkling  systems,  light fixtures,  fire hoses, fire brackets,  fire
boxes,  alarm  systems,  brackets,   screens,  floor  tile,  linoleum,  carpets,
plumbing,  water systems,  appliances,  walk-in  refrigerator  boxes,  cabinets,
dishwashers,  bake ovens, set-up tables,  --kitchen ranges, display counters and
shelves, computers and computer software, and other equipment and installations;
all other and further installations and appliances;  all raw materials,  work in
process,  finished  goods,  and all  inventory;  and all  replacements  thereof,
attachments,  additions,  and  accessions  thereto,  and  products  and proceeds
thereof in any form,  including  but not limited to  insurance  proceeds and any
claims  against third parties for loss or damage to or destruction of any or all
of the foregoing  (collectively,  the  'Collateral').  Without our prior written
consent,  you agree that no lien upon or security  interest in the Collateral or
any item  thereof  will be created or  suffered  to be created and that no lease
will be entered into with respect to any item of  Collateral.  Without our prior
written  consent,  you  will  not  sell  or  otherwise  dispose  of any  item of
Collateral,  or remove  any  Collateral  from the  Premises,  unless the same is
replaced by a similar item of equal or greater  value,  and except for the sales
of  inventory  in the  ordinary  course  of  business.  You  agree to give to us
advance-notice  in writing of any  proposed  change in your name,  identity,  or
structure and not to make any the change  without our prior written  consent and
compliance  with the  provisions of this  Agreement,  including  Article 10. You
agree to execute for filing the financing statements and continuation statements
as we may require from time to time. You agree to pay all filing fees, including
fees for  filing  continuation  statements  in  connection  with  the  financing
statements,  and to reimburse us for all costs and expenses of any kind incurred
in connection therewith.  If you default under this Agreement,  we will have all
the  remedies  and rights  available  as a 'secured  party" with  respect to the
Collateral  under the Uniform  Commercial Code as in effect from time to time in
the state where the Premises are located.  The grant of the security interest by
you pursuant to this  Section  14.1 will not be  construed  to derogate  from or
impair any other rights  which we may have under this  Agreement or otherwise at
law or equity.  The provisions of this Section shall survive the  termination of
this Agreement.


                                   ARTICLE 15

                               GENERAL PROVISIONS

15.1 Severability.  Each article, section, paragraph, term and provision of this
Agreement will be considered  severable and if, for any reason, any provision of
this  Agreement  is held to be  invalid,  contrary  to or in  conflict  with any
applicable present or future law or regulation in a final,  unappealable  ruling
issued by any  court,  agency  or  tribunal  with  competent  jurisdiction  in a
proceeding  to which we are a party,  that ruling will not impair the  operation
of, or have any other effect upon,  such other portions of this Agreement as may
remain otherwise intelligible, and such other portions will continue to be given
full force and effect and bind the  parties,  although  any  portion  held to be
invalid will be deemed not to be a part of this Agreement from the date the time
for appeal expires, if you are a party thereto, otherwise upon your receipt of a
notice of non-enforcement thereof from us.


15.2  Enforcement  of  Non-Competition  Provisions.  If  any  covenant  in  this
Agreement which restricts competitive activity is deemed unenforceable by virtue
of its scope in terms of area,  business  activity  prohibited  and/or length of
time, but would be enforceable by reducing any part or all of the covenant,  you
and  we  agree  that  the  covenant  will  be  enforced  to the  fullest  extent
permissible  under the laws and public policies  applied in the  jurisdiction in
which enforcement is sought.

15.3 Rights  Provided by Law. If any  applicable  and binding law or rule of any
jurisdiction  requires a greater prior notice of the  termination or non-renewal
of this Agreement than is required under this  Agreement,  or the taking of some
other action not required under this Agreement,  or if, under any applicable and
binding law or rule of any  jurisdiction,  any  provision  of this  Agreement is
invalid or unenforceable,  the prior notice and/or other action required by such
law or rule will be substituted for the comparable provisions of this Agreement,
and we will  have the right in our sole  discretion  to modify  the  invalid  or
unenforceable provision to the extent required to be valid and enforceable.  You
agree to be bound by any promise or covenant imposing the maximum duty permitted
by law which is subsumed within the terms of any provision of this Agreement, as
though it were separately articulated in and made a part of this Agreement, that
may result  from  striking  from any of the  provisions  of this  Agreement  any
portion or portions which a court or arbitrator may hold to be  unenforceable in
a final  decision  to which we are a party,  or from  reducing  the scope of any
promise or covenant to the extent required to comply with such a court. order or
arbitration  award. Such  modifications to this Agreement will be effective only
in such jurisdiction,  unless we elect to give them greater  applicability,  and
will be enforced as originally made and entered into in all other jurisdictions.

15.4  Waivers  by  Either  of Us.  Either  we or you may by  written  instrument
unilaterally  waive or reduce any  obligation of or  restriction  upon the other
under this Agreement, effective upon delivery of written notice of waiver to the
other or such other  effective  date stated in the notice of waiver.  Any waiver
granted by us will be without  prejudice to -any other rights we may have,  will
be subject to our continuing review and may be revoked,  in our sole discretion,
at any time and for any  reason,  effective  upon  delivery  to you of ten days'
prior written notice.

15.5  Certain  Acts Not to  Constitute  Waivers.  Neither we nor you will not be
deemed to have waived or impaired  any right,  power or option  reserved by this
Agreement (including,  without limitation,  the right to demand exact compliance
with every term,  condition  and  covenant in this  Agreement  or to declare any
breach to be a default and to terminate this  Agreement  prior to the expiration
of its term) by virtue of (i) any custom or  practice of the parties at variance
with the terms of this Agreement;  (ii) any failure, refusal or neglect of us or
you to  exercise  any  right  under  this  Agreement  or to  insist  upon  exact
compliance by the other with its obligations under this Agreement, including any
waiver,  forbearance,  delay,  failure or omission by us to exercise  any right,
power or option,  whether of the same, similar or different nature, with respect
to other  Mrs.  Fields  Cookies  Stores or  franchise  agreements;  or (iii) our
acceptance of any payments due from you after any breach of this Agreement.

15.6  Excusable  Non-Performance.  Neither we nor you will be liable for loss or
damage or deemed to be in breach of this  Agreement  if the  failure  to perform
obligations  results  from  transportation  shortages;  inadequate  supplies  of
equipment,  merchandise,  supplies,  labor,  material or energy or the voluntary
suspension  of the  right  to  acquire  or use any of  those  items  in order to
accommodate or comply with the orders, requests, regulations, recommendations or
instructions of any federal,  state or municipal  government or any governmental
department  or  agency;  compliance  with any law,  ruling,  order,  regulation,
requirement or instruction of any federal,  state or municipal government or any
governmental department or agency; acts of God; fires, strikes,  embargoes,  war
or riot; or any other similar  event or cause beyond the  reasonable  control of
the party. Any delay resulting from any of those causes will extend  performance
accordingly or excuse performance, in whole or in part, as may be reasonable.

15.7 Injunctive  Relief.  Notwithstanding  anything to the contrary contained in
Section  15.10  below,  we and you will each have the right in a proper  case to
obtain  specific  performance,  temporary  restraining  orders and  temporary or
preliminary injunctive relief from a court of competent  jurisdiction.  However,
the parties will  contemporaneously  submit their dispute for arbitration on the
merits.  You agree that we may have temporary or preliminary  injunctive  relief
without  bond,  but upon due  notice,  and your sole  remedy in the event of the
entry  of such  injunctive  relief  will be the  dissolution  of the  injunctive
relief, if warranted, upon hearing duly had (all claims for damages by reason of
the wrongful issuance of any the injunction being expressly waived).

15.8 Rights of Parties Are Cumulative,  Our and your rights under this Agreement
are cumulative and the exercise or enforcement of any right or remedy under this
Agreement  will not preclude the exercise or enforcement by a party of any other
right  or  remedy  under  this  Agreement  which it is  entitled  by law or this
Agreement to exercise or enforce.

15.9 Costs and Attorneys'  Fees. If a claim for amounts owed by you to us or our
Affiliates  is asserted in judicial  proceeding  or appeal,  or if we or you are
required to enforce this  Agreement in an  arbitration  or proceeding or appeal,
the party prevailing in such proceeding will be entitled to reimbursement of its
costs and expenses,  including  reasonable  arbitrators',  accounting  and legal
fees,  whether  incurred prior to, in preparation for or in contemplation of the
filing of any written demand,  claim,  action,  hearing or proceeding to enforce
the obligations of this Agreement.  If we incur expenses in connection with your
failure to pay when due  amounts  owing to us, to submit  when due any  reports,
information  or supporting  records or otherwise to comply with this  Agreement,
including, but not limited to legal,  arbitrators' and accounting fees, you will
reimburse us for any such costs and expenses which we incur.

15.10 Arbitration.

          (a)  Disputes Subject to Arbitration. EXCEPT FOR THE MATTERS LISTED IN
               SECTION 15.1 0(b) OF THIS AGREEMENT, ALL CONTROVERSIES,  DISPUTES
               OR CLAIMS BETWEEN US (AND OUR  SUBSIDIARIES  AND AFFILIATES,  AND
               EACH OF OUR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS,
               EMPLOYEES AND ATTORNEYS (IN THEIR  REPRESENTATIVE  CAPACITY),  IF
               APPLICABLE)  AND YOU (AND  YOUR  ENTITY  OWNERS,  GUARANTORS  AND
               EMPLOYEES,  OFFICERS,  DIRECTORS, AGENTS, AND ATTORNEYS (IN THEIR
               REPRESENTATIVE  CAPACITY),  IF  APPLICABLE)  ARISING  OUT  OF  OR
               RELATED TO THIS  AGREEMENT OR ANY OTHE ' R AGREEMENT  BETWEEN YOU
               AND US WILL BE SUBMITTED FOR  ARBITRATION  TO THE SALT LAKE CITY,
               UTAH OFFICE OF THE AMERICAN ARBITRATION  ASSOCIATION ON DEMAND OF
               EITHER YOU OR US. SUCH ARBITRATION  PROCEEDINGS WILL BE CONDUCTED
               IN SALT LAKE CITY,  UTAH AND WILL  BE'HEARD BY ONE  ARBITRATOR IN
               ACCORDANCE WITH THE THEN CURRENT COMMERCIAL  ARBITRATION RULES OF
               THE AMERICAN ARBITRATION  ASSOCIATION.  SUCH ARBITRATOR WILL BE A
               LAWYER  OF  RECOGNIZED  STANDING  AND  EXPERTISE  IN THE  AREA OF
               FRANCHISING.

          (b)  Excluded Matters. CONTROVERSIES, DISPUTES OR CLAIMS RELATED TO OR
               BASED ON THE MARKS OR ANY LEASE OF REAL  ESTATE  AND  ACTIONS  TO
               COLLECT AMOUNTS DUE TO US OR OUR AFFILIATES (i) ON ACCOUNT OF THE
               PURCHASE OF ASSETS FROM US OR OUR  AFFILIATES,  (ii) WITH RESPECT
               TO PAYMENTS DUE ON ANY PROMISSORY  NOTE GIVEN BY YOU TO US OR OUR
               AFFILIATES  IN CONNECTION  WITH THE PURCHASE OF ASSETS,  OR (iii)
               OTHERWISE  DUE  PURSUANT  TO, OR ARISING IN  CONNECTION  WITH THE
               TRANSACTIONS  CONTEMPLATED BY, THIS AGREEMENT,  ARE EXCLUDED FROM
               THE COVERAGE OF THE ARBITRATION PROVISIONS OF THIS AGREEMENT.


          (c)  Awards. THE ARBITRATOR WILL HAVE THE RIGHT TO AWARD OR INCLUDE IN
               HIS AWARD ANY RELIEF WHICH HE DEEMS PROPER IN THE  CIRCUMSTANCES,
               INCLUDING MONEY DAMAGES (WITH INTEREST ON UNPAID AMOUNTS FROM THE
               DATE DUE), SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND ATTORNEYS'
               FEES  AND  COSTS,   IN  ACCORDANCE  WITH  SECTION  15.9  OF  THIS
               AGREEMENT,  PROVIDED  THAT  THE  ARBITRATOR  WILL  NOT  HAVE  THE
               AUTHORITY TO AWARD EXEMPLARY OR PUNITIVE  DAMAGES.  THE AWARD AND
               DECISION OF THE  ARBITRATOR  WILL BE CONCLUSIVE  AND BINDING UPON
               ALL  PARTIES  AND  JUDGMENT  UPON THE AWARD MAY BE ENTERED IN ANY
               COURT OF COMPETENT  JURISDICTION.  EACH PARTY WAIVES ANY RIGHT TO
               CONTESTTHE  VALIDITY OR ENFORCEABILITY OF SUCH AWARD. THE PARTIES
               AGREE TO BE  BOUND BY THE  PROVISIONS  OF ANY  LIMITATION  ON THE
               PERIOD OF TIME BY WHICH CLAIMS MUST BE BROUGHT. THE PARTIES AGREE
               THAT, IN CONNECTION  WITH'ANY SUCH ARBITRATION  PROCEEDING,  EACH
               WILL SUBMIT OR FILE ANY CLAIM WHICH WOULD CONSTITUTE A COMPULSORY
               COUNTER-CLAIM  (AS  DEFINED  BY RULE 13 OF THE  FEDERAL  RULES OF
               CIVIL  PROCEDURE)  WITHIN  THE SAME  PROCEEDINGS  AS THE CLAIM TO
               WHICH IT RELATES.  ANY SUCH CLAIM WHICH IS NOT SUBMITTED OR FILED
               IN SUCH PROCEEDING WILL BE BARRED.

          (d)  Permissible  Parties.  YOU AND WE AGREE THAT  ARBITRATION WILL BE
               CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE,  BASIS AND THAT ANY
               ARBITRATION   PROO-EEDING   BETWEEN   YOU  AND  US  WILL  NOT  BE
               CONSOLIDATED WITH ANY OTHER ARBITRATION  PROCEEDING  INVOLVING US
               AND ANY OTHER PERSON OR ENTITY.

          (e)  Survival.  THE  PROVISIONS OF THIS SECTION 15.10 WILL CONTINUE IN
               FULL  FORCE AND  EFFECT  SUBSEQUENT  TO AND  NOTWITHSTANDING  THE
               EXPIRATION OR TERMINATION OF THIS AGREEMENT.

15.11  Governing  Law.   ALLMATTERSRELATINGTOARBITRATIONANDWITHINTHESCOPEOF  THE
FEDERAL  ARBITRATION  ACT (9 U.S.C.  ss. ss. 1 ET SEQ.) Will BE GOVERNED BY SUCH
ACT.  EXCEPT TO THE EXTENT GOVERNED BY THE FEDERAL  ARBITRATION  ACT, THE UNITED
STATES  TRADEMARK  ACT OF 1946 (LANHAM ACT, 15 U.S.C.  SECTIONS 1051 ET SEQ.) OR
OTHER FEDERAL LAW, THIS AGREEMENT AND THE  RELATIONSHIP  BETWEEN YOU AND US WILL
BE  GOVERNED  BY THE LAWS OF THE STATE OF UTAH,  EXCEPT  THAT THE UTAH  BUSINESS
OPPORTUNITY  DISCLOSURE  ACT,  AND ANY OTHER STATE LAW RELATING TO (1) THE OFFER
AND  SALE  OF  FRANCHISEES   (2)  FRANCHISE   RELATIONSHIPS,   OR  (3)  BUSINESS
OPPORTUNITIES,  WILL NOT APPLY UNLESS THE APPLICABLE JURISDICTIONAL REQUIREMENTS
ARE MET INDEPENDENTLY WITHOUT REFERENCE TO THIS PARAGRAPH.

15.12 Consent to Jurisdiction. WE MAY INSTITUTE ANY ACTION AGAINST YOU (WHICH IS
NOT  REQUIRED  TO BE  ARBITRATED  HEREUNDER)  IN ANY STATE OR  FEDERAL  COURT OF
COMPETENT  JURISDICTION IN THE STATE OF UTAH, AND YOU IRREVOCABLY  SUBMIT TO THE
JURISDICTION  OF SUCH COURTS AND WAIVE ANY  OBJECTION YOU MAY HAVE TO EITHER THE
JURISDICTION OF OR VENUE IN SUCH COURTS.

15.13  Waiver of Punitive  Damages.  EXCEPT WITH RESPECT TO YOUR  OBLIGATION  TO
INDEMNIFY US PURSUANT TO SECTION 13.4,  THE PARTIES WAIVE TO THE FULLEST  EXTENT
PERMITTED  BY LAW ANY RIGHT TO OR CLAIM FOR ANY  PUNITIVE OR  EXEMPLARY  DAMAGES
AGAINST THE OTHER AND AGREE THAT, IN THE EVENT OF A DISPUTE  BETWEEN  THEM,  THE
PARTY  MAKING A CLAIM  Will BE  LIMITED TO  RECOVERY  OF ANY  ACTUAL  DAMAGES IT
SUSTAINS.

15.14 Waiver of Jury Trial. EACH PARTY  IRREVOCABLY  WAIVES TRIAL BY JURY IN ANY
ACTION,  PROCEEDING  OR  COUNTERCLAIM,  WHETHER AT LAW OR IN EQUITY,  BROUGHT BY
EITHER PARTY.

15.15 Binding Effect. Subject to the restrictions on Transfers contained in this
Agreement,  this  Agreement  is  binding  upon  the  parties  hereto  and  their
respective executors, administrators,  heirs, assigns and successors in interest
and will not be modified except by written agreement signed by both you and us.

15.16  Limitation  of Claims.  Any and all claims  arising out of or relating to
this Agreement or the relationship  arnong the parties to this Agreement will be
barred unless an action or proceeding is commenced within one year from the date
you or wo knew or should have known of the facts giving rise to such claim,

15.17 No Third Party Beneficiaries.  Nothing in this Agreement is intended,  nor
will be deemed, to confer any rights or remedies upon any person or legal entity
not a party to this Agreement.

15.18 Approvals.  Except where this Agreement  expressly obligates us reasonably
to approve or not unreasonably to withhold our approval of any action or request
by you, we have the  absolute  right to refuse any request by you or to withhold
our approval of any action by you that requires our approval.

15.19  Headings.  The headings of the several  sections and  paragraphs  of this
Agreement  are for  convenience  only and do not define,  limit or construe  the
contents of such sections or paragraphs.

15.20 Joint and  Several  Liability.  If you  consist of two or more  persons or
Entities,  whether  or not as  partners,  joint  venturers,  or  co-owners,  the
obligations  and  liabilities  of each  person  and  Entity  to us are joint and
several.

15.21 Counterparts.  This Agreement may be executed it) multiple copies, each of
which will be deemed an original.

15.22  Notices and  Payments.  All written  notices  and  reports  permitted  or
required to be delivered by the  provisions of this  Agreement will be deemed so
delivered at the time  delivered by hand; 1 business day after  transmission  by
telegraph,  facsimile,  or other  electronic  system; 1 business day after being
placed  in the hands of a  commercial  courier  service  for next  business  day
delivery,  or 3 business  days after  placement  in the  United  States  Mail by
registered or certified mail,  return receipt  requested,  postage prepaid,  and
will be addressed to the parties at the addresses set forth on the first page of
this  Agreement  or to such other  address  as a party may  specify in a written
notice to the other party. Any required payment or report not actually  received
by us during  regular  business  hours on the date due (or  postmarked by postal
authorities at least two days prior thereto) will be deemed delinquent.

15.23 Entire-Agreement. The preambles and exhibits are a part of this Agreement.
This  Agreement  constitutes  the  entire  agreement  of the  parties  except as
provided  below  in this  Section,  and  there  are no  other  oral  or  written
understandings  or agreements  between us and you relating to the subject matter
of this Agreement,  except that you acknowledge  that we justifiably have relied
on your representations made prior to the execution of this Agreement.

        IN WITNESS  WHEREOF,  the  parties  have  executed  and  delivered  this
Agreement an the day and year first above written.


 MRS. FIELOS DEVELOPMENT CORPORATION,                BUTTERWINGS. INC.,
 a Delaware corporation,                             a Illinois corporation

 By:                                                 By:

 Title:                                              Title:







<PAGE>




                                  BILL OF SALE


        For  the  consideration  of One  Dollar  and  other  good  and  valuable
consideration, the receipt of which is hereby acknowledged, MRS. FTELDS COOKIES,
a California  corporation  ("Seller"),  hereby sells and conveys to BUTTERWINGS,
INC., an Illinois  corporation,  ( "Buyer") all the assets and personal property
of Seller  described  on Exhibit A attached  hereto (the  "Property"),  free and
clear of any and all liens, claims, equities, security interests or encumbrances
of any nature or description  whatsoever,  other than the "Assumed Liabilities",
as described  in that certain  Asset  Purchase  Agreement,  dated as of December
1995, between Seller and Buyer, and any liabilities created by Buyer.

         DATED as of the               day of December, 1995.


                              MIRS. FIELDS COOKEES,
                            a California corporation



Its:



STATE OF UTAH

County of

     The foregoing  instrument was  acknowledged  before me this day of 199-, by
the  of  Mrs.  Fields  Cookies,  a  California  corporation,  on  behalf  of the
corporation.




Notary Public
Residing At:

My Commission Expires:




<PAGE>


                              ALLOCATION MEMORANDUM

This   memorandum  is  intended  to  memorialize   .the  mutual  intent  of  the
uundersigned,   in  connection   with  the   Franchise   Agreement  and  related
documentation  dat6d the 12th day of December,  1995 relating to the Mrs. Fields
Cookies Stores located at Genesee Valley Mall, 3319 Lindon Road, Flint, MI 48507
entered into by the  Undersigned  with respect to the allocation of the Purchase
Price to the following various classification of assets Cash or Cash Equivalents
Tangible Assets $250,000

        Equipmut                              200,000
        Lease Hold Improvements               100,000
        Lease                                  45,000
        Franchise Rights                       15,000

Intangible Assets

        Goodwill/Going Concern Value                     4,423   SB

        Total Purchase Price                          $364,673.00

      The foregoing values are agreed to by the undersigned and will-be used for
any financial,  tax or other reporting purposes,  and are a best estimate of the
Fair Market values of each asset.

(SELLER)                                           (BUYER)

MRS FIELDS COOKIES                                 BUTTERWINGS, INC.

BY: Keith M. (non-legible)                         By: Stephan S. Buckley
ITS: Senior Vice President           





<PAGE>







                              ASSUMPTION AGREEMENT

        THIS AGREEMENT is made and entered into this25 th day of December, 1995,
by and between MRS.  FIELDS  COOKIES,' a California  corporation  ("Seller") and
BUTTERWINGS, INC.. an Illinois corporation ("Buyer").

                                   WITNESSETH:

WHEREAS,  Buyer and Seller are parties to that certain Asset Purchase Agreement,
dated  December 1995,  (the "Purchase  Agreement")  (all  capitalized  terms not
defined herein are as defined in Asset Purchase Agreement); and

        WHEREAS,  pursuant to the terms and condition or the Purchase  Agreement
including  Section  3  thereof,  Buyer  has  agreed  to  assume  certain  of the
liabilities and obligations of Seller.

        NOW,  THEREFORE,  in  consideration  of  the  mutual  agreements  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the partits hereto do agree as follows:

         1. ASSUMPTION OF CERTAIN LIABILITIES. Buyer hereby assumnes and agrees
to pay, perform and discharge,  to the extent not paid,  performed or discharged
at Closing on the Closing  Date,  only the Assumed  Liabilities  as set forth on
Schedule A attached hereto and incorporated by reference into this Agreement.

        2. NO  ASNUMPTION  OF OTUER  LIAIIILITEES.  Buyer does not  assurne  any
liability of Seller  except as expressly  provided in Section I hereof.  Without
limiting the generality of the foregoing, Buyer does not assume any liability of
Seller for any loss,  co3t,  damage,  liability,  reimbursement  or expense  for
which, or with respect to which, Buyer is entitled to  indemnification  pursuant
to  Section  11 of the  Purchase  Agreement,  or for  which  Seller is liable or
responsible  pursuant to any other  provisions of the Purchase  Agreement or any
other agreement, instrument or document delivered by Seller pursuant thereto, or
in connection therewith.

        IN WITNESS WHEREOF, the parties hereto have causecd this Agreement to be
executed as of the date first written above.

'BUYER:                          SELLER:

BUTTERWINGS, INC.        ,       MRS.FIELDS COOKIES Illinois
corporation                      a California Corporation



By: Stephan S. Buckley           By; (signature)
 Its President                    Its



<PAGE>



                              GUARANTY OF AGREEMENT

  GUARANTEED AGREEMENT:


Franchise Agreement,  dated December 23 rd 1995, between Mrs. Fields Development
Corporation  (the 'Mrs.  Fields Party') and  Butterwings,  Inc. (the  'Obligated
Party').

Sublease Agreement,  dated December 23 rd 1995, between Mrs. Fields Cookies (the
Mrs. Fields Party") and Butterwings, Inc. (the 'Obligated Party').


THIS  GUARANTY  (the  'Guaranty')  is  given  this  day  of  December,  1 995 by
Butterwings,  Inc.  (referred to in this Guaranty as 'you' and like terms,  with
respect to the Guaranteed Agreement described above.

For good and valuable consideration,  you unconditionally  guarantee to the Mrs.
Fields Party, and to its successors and assigns,  the full,  complete and timely
payment arid performance of each and all of the terms,  covenants and conditions
of the Guaranteed Agreement land any modification or amendment to the Guaranteed
Agreement) to be kept and  performed by the  Obligated  Party during the term of
the Guaranteed Agreement,  including the payment of all royalties,  rents, fees,
and other charges accruing pursuant to the Guaranteed Agreement.

         You further agree as follows:

        1. This  Guaranty  shall  continue  in favor of the Mrs.  Fields  Party
notwithstanding  any  extension,  modification,  or alteration of the Guaranteed
Agreement, and notwithstanding any assignment of the Guaranteed Agreement,  with
or without the consent of the Mrs.  Fields Party.  No  extension,  modification,
alteration or assignment of the Guaranteed Agreement shall in any manner release
or  discharge  you,  and  you  consent  to  any  such  extension,  modification,
alteration or assignment.

        2. This  Guaranty  will  continue  unchanged  by the  occurrence  of any
Insolvency  Event, as defined in the Guaranteed  Agreement,  with respect to the
Obligated  Party or any assignee or successor of the  Obligated  Party or by any
disaffirmance  or  abandonment  of the  Guaranteed  Agreement  by a  trustee  in
bankruptcy of the Obligated  Party.  Neither your  obligation to make payment or
render  performance in accordance with the terms of this Guaranty nor any remedy
for the  enforcement  of this  Guaranty  will be  impaired,  modified,  changed,
released or limited in any manner  whatsoever by any  impairment,  modification,
change,  release or limftation  of the  liability of the Obligated  Party or its
estate in bankruptcy  or of any remedy for the  enforcement  thereof.  resulting
from the  operation of 3ny present or future  provision of the .U.S.  Bankruptcy
Act or other statute. or from the decision of any court or agency.

        3. Your liability  under this Guaranty is primary and independent of the
liability of the Obligated Party. You waive any right to require the Mrs. Fields
Party to proceed  292inst any other person or to proceed  against or exhaust any
security  held by the Mrs.  Fields  Party at any time or to pursue  any right of
action  accruing to the Mrs.  Fields Party under the Guaranteed  Agreement.  The
Mrs. Fields Party may proceed against you and the Obligated  Party,  jointly and
severally or may, at Its option,  proceed  against you without having  commenced
any action,  or having obtained any judgment,  against the Obligated  Party. You
waive the  defense  of the  statute  of  limitations  in any  action  under this
Guaranty or for the  collection of any  indebtedness  or the  performance of any
obligation guaranteed pursuant to this Guaranty.

        4. You agree to pay all attorneys' fees and all costs and other expenses
incurred in any  collection  or attempted  collection of this Guaranty or in any
negotiations  relative  to  the  obligations  guaranteed  or in  enforcing  this
Guaranty against you.

        5. You waive notice of any demand by the Mrs.  Fields Party,  any notice
of default in the payment of rents or any other amounts contained or reserved in
the  Guaranteed  Agreement,  or any other notice ot default under the Guaranteed
Agreement.  You  expressly  agree that the  validity of this  Guaranty  and your
obligations shall in no way be terminated, affected or impaired by reason of any
waiver by the Mrs. Fields Party, or its successors ' or assigns,  or the failure
of the Mrs. Fields Party to enforce any of the terms, covenants or conditions of
the Guaranteed Agreement or this Guaranty,  or the granting of any indulgence or
extension  of time to the  Obligated  Party,  all of which  may be given or done
without notice to you.

     6. This Guaranty shall extend, in full force and effect, to any assignee or
successor  of the Mrs.  Fields  Party  and  shall be  binding  upon you and your
successors and assigns.

        7. Until all obligations of the Obligated Party to the Mrs. Fields Party
have been paid or satisfied in full,  you have no remedy or right of subrogation
and you waive any right to enforce any remedy which the Mrs. Fields Party has or
may in the future have against the  Obligated  Party and any benefit of, and any
right to  participate  in, and  security  now or in the future  held by the Mrs.
Fields Party.

        8. All existing and future Indebtedness of the Obligated Party to you is
hereby subordinated to all indebtedness and other obligations guaranteed in this
Guaranty and, without the prior written consent of the Mrs. Fields Party,  shall
not be paid in whole  or in part.  nor will  you  accept  any  payment  of or on
account of any such indebtedness while this Guaranty is in effect.

                This Guaranty shall be construed in accordance  with the laws of
the State of Utah, without giving effect to its conflict of laws principles.

                                   'GUARANTOR"

                                BUTTERWINGS, INC.
                            By /s/ Stephan S Buckley
                                 ITS: President