amendment to RestructuriNg TermSheet JULY11, 2008

i.

If, upon the completion of diligence by AG, including without limitation, diligence with respect to the intercompany relationships between the Company, MFOC and its parent entities, the results of such diligence are materially inconsistent with the representations and covenants from the Company and MFOC herein regarding intercompany and parent entity

liabilities;

ii.

If the Committee determines to attempt to proceed with the Restructuring, including a structure that includes MFOC as a restructured entity, the failure of the Company to deliver by July 11, 2008 all materials necessary to satisfy the Committee in its sole discretion that such structure does not adversely effect the economic interests of the Noteholders;

iii.

If any request by the Committee for guarantee of the New Notes by MFOC and a pledge securing such guarantee by MFOC of substantially all of its assets, including, without limitation, its equity interests in Mrs. Fields, is not agreed to and thereafter incorporated into this Term Sheet;

iv.

If the Committee, Company and MFOC are not able to negotiate and execute an amendment to the Restructuring Support Agreement acceptable to each member of the Committee by July 16, 2008, with such amendment to include, without limitation, expanded representations, warranties and covenants of the Company and MFOC related to the restructuring of MFOC;

v.

If the Company experiences a material adverse event prior to the Effective Date and the holders of a majority of the Notes held by the members of the Committee invoke such condition. For such purposes, a “material adverse event”, shall mean any circumstance, change, effect, event, occurrence, state of facts or development, either alone or in combination that has a material adverse effect on the financial condition or results of operations of the Company and its subsidiaries, taken as a whole, as measured against its financial condition or results of operations as disclosed in the Company’s filings with the U.S. Securities and Exchange Commission or delivered to the Committee in writing prior to the date hereof, other than any adverse circumstance, change or effect arising (a) out of the announcement or implementation of the Restructuring, including a bankruptcy filing on terms and conditions consistent with the terms and conditions set forth herein if one is needed, or (b) solely from actions taken by the Noteholders in violation of this Term Sheet and the restructuring support agreement to which this Term Sheet in annexed;

vi.

If the Committee has not received the following documents from CRG by the following dates:

a.

Updated cash flows through December 31, 2009, by July 25, 2008;

vii.

If the Committee has not received cash flow variance reports from Mrs. Fields by the following dates:

a.

For week ended July 12, 2008, by July 15, 2008;

b.

For the week ended July 19, 2008, by July 22, 2008; and

c.

For the week ended July 26, 2008, by July 29, 2008;

viii.

If Bill Kuehn of CLEO is denied reasonable access to Mrs. Fields, its employees and professionals, including access to any requested files, documents and meetings;

ix.

If Mrs. Fields fails to engage KPMG, by July 11, 2008, to conduct a review of tax issues related to the corporate structure of the Company as a result of the Restructuring;

x.

If Mrs. Fields fails to engage, by July 11, 2008, Financial Balloting Group LLC (“FBG”) as information and exchange agent in connection with the Restructuring; provided, further, that $100,000 of the aggregate cost of FBG’s and KPMG’s engagements shall be considered Company Restructuring Fees, as defined in the Term Sheet;

xi.

If the Committee has not received final form of Exchange Offer-related documents agreed to be drafted by Mrs. Fields or its professionals by July 16, 2008;

xii.

If Akin Gump and CLEO fees for which invoices have been received are not paid in full by the Company within 10 days of receipt, including, without limitation, all outstanding invoices; provided, further, that Skadden’s and Blackstone’s invoices shall be paid no less current than Akin Gump’s and CLEO’s;

xiii.

If the Exchange Offer is not commenced by July 21, 2008, with such commencement date to be extended through July 31, 2008 if it is determined that the parties are working in good faith in order to implement the Restructuring;

xiv.

If required, the Petition Date shall not have occurred by September 15, 2008;

xv.

If the Plan and Disclosure Statement are not filed on the Petition Date;

xvi.

If on the Petition Date (or as soon as practicable, but not later than one week, thereafter), Mrs. Fields fails to file any other pleadings necessary to effectuate the confirmation of the Plan on an expedited and efficient basis;

xvii.

If the hearing seeking approval of the Disclosure Statement has not occurred within 45 days of the Petition Date;

xviii.

If the Disclosure Statement, including all exhibits, appendices and related documents, or a version thereof that is not inconsistent with the terms set forth herein and acceptable to the Committee, in its sole discretion, shall not have been approved by a final, non-appealable order of the Bankruptcy Court, in form and substance acceptable to the Committee within 60 days of the Petition

Date;

xix.

If the Plan, including all exhibits, appendices and related documents, or a version thereof that is not inconsistent with the terms set forth herein and acceptable to the Committee, in its sole discretion, shall not have been approved by an order of the Bankruptcy Court, in form and substance acceptable to the Committee within 90 days of the Petition Date;

xx.

If the Effective Date shall not have occurred within 120 days of the Petition Date;

xxi.

If the conversion of one or more of the Bankruptcy Cases to a case under Chapter 7 of the Bankruptcy Code, unless such conversion is made with the prior written consent of the Committee;

xxii.

If the appointment of a trustee, receiver or examiner with expanded powers in one or more of the Bankruptcy Cases unless such appointment is made with the prior written consent of the Committee; or

xxiii.

If the amendment, modification or filing of a pleading by the Company seeking to amend or modify the Plan, Disclosure Statement or any documents related to the foregoing, including motions, notices, exhibits, appendices and orders, in any manner not acceptable to the Committee.

MRS. FIELDS FAMOUS BRANDS, LLC and
MRS. FIELDS FINANCING COMPANY, INC.

By:

Name:

Title:

MRS. FIELDS ORIGINAL COOKIES, INC.

By:

Name:

Title:

PLAINFIELD SPECIAL SITUATIONS
MASTER FUND LIMITED

By:

Name:

Title:

GSCP (NJ), LP, on behalf of the following

fund, in its capacity as Collateral Manager:

GSC PARTNERS CDO FUND II, LIMITED

By:

Name:

Title:

RIVER RUN MANAGEMENT, L.L.C.

By:

Name:

Title:

H PARTNERS MANAGEMENT LLC

By:

Name:

Title:

CARLYLE STRATEGIC PARTNERS, L.P.

By:  CSP General Partner, L.P.

By:  TC Group CSP, L.L.C.

CARLYLE STRATEGIC PARTNERS II, L.P.

By:  CSP II General Partner, L.P.

By:  TC Group CSP II, L.L.C.

By:

Name:

Title: