MRS. FIELDS FAMOUS BRANDS, LLC 2855 EAST COTTONWOOD PARKWAY, SUITE 400 SALT LAKE CITY, UTAH 84121-1050

Exhibit 1.1

FORM EXECUTION VERSION

MRS. FIELDS FAMOUS BRANDS, LLC
2855 EAST COTTONWOOD PARKWAY, SUITE 400
SALT LAKE CITY, UTAH 84121-1050

June 3, 2008

To the Holders of the Notes (as defined below) of
Mrs. Fields Famous Brands, LLC, Identified on the
Signature Pages Hereof:

This letter agreement (this “Agreement”) sets forth the terms on which the Noteholders (as defined below) agree, among other things, to support a restructuring (the “Restructuring”) by Mrs. Fields Famous Brands, LLC (“MFFB”) and Mrs. Fields Financing Company, Inc. (together with MFFB, “Mrs. Fields,” the “Company” or the “Debtors”) in accordance with the term sheet (the “Term Sheet”) attached hereto as Exhibit A, as it may be modified in accordance with the terms herein. This Agreement has been executed to evidence the support of the Restructuring by Mrs. Fields Original Cookies, Inc. (“MFOC”), which is the owner of all of the equity of MFFB.

In exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, MFOC and each undersigned beneficial owner of, or holder of investment authority over (each, collectively with its respective affiliates and funds, a “Noteholder” and together, the “Noteholders”), the Company’s (i) 9% Senior Secured Notes due 2011 and/or (ii) 11½% Senior Secured Notes due 2011 (together, the “Notes”), intending to be legally bound, hereby agree as follows:

1.             The Restructuring. The Restructuring will principally consist of an out-of-court exchange offer (the “Exchange Offer”) and/or a pre-packaged bankruptcy case (the “Bankruptcy Case”) under Chapter 11 of Title 11 of the United States Code, as amended (the “Bankruptcy Code”), as set forth in the Term Sheet. The Term Sheet contemplates that the Exchange Offer must be accepted by holders of 98% of the aggregate principal amount of the Notes (the “Minimum Percentage”); subject to waiver by the Company upon consent by holders of 66²/₃% of the aggregate principal amount of the Notes. If the Exchange Offer is not accepted by the Minimum Percentage, but is accepted by more than ²/₃ in aggregate principal amount and ¹/₂ in number of the holders of the Notes, the Debtors shall file the Bankruptcy Case and submit the exchange materials in support of the Bankruptcy Case, thereby seeking a final order of the Bankruptcy Court confirming the Plan.

2.             The Bankruptcy Case. In the event that the Bankruptcy Case is necessary to accomplish the Restructuring, the Company shall file voluntary petitions to commence the Bankruptcy Case under Chapter 11 of the Bankruptcy Code in

the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On the date that the Bankruptcy Case is commenced (the “Petition Date”), the Company shall file a plan of reorganization (the “Plan”) and a disclosure statement discussing the Plan (the “Disclosure  Statement”), both of which will incorporate the terms set forth in the attached Term Sheet.

3.             Incorporation of Term Sheet. The Term Sheet is expressly incorporated herein by reference and is made part of this Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to any such terms in the Term Sheet. The general terms and conditions of the Restructuring are set forth in the Term Sheet; provided, however, that the Term Sheet is supplemented by the terms and conditions of this Agreement. In the event the terms and conditions as set forth in the Term Sheet and this Agreement are inconsistent, the terms and conditions as set forth in the Term Sheet shall govern.

4.             Amendments and Modifications. Each of the parties hereto agrees to negotiate in good faith all amendments and modifications to the Restructuring, the Definitive Documents concerning the Restructuring and the transactions contemplated by the Term Sheet, as reasonably necessary and appropriate to consummate the Restructuring.

5.             Noteholder Support. Prior to the termination of this Agreement pursuant to paragraph 12 hereof, and subject to the terms and conditions of this Agreement, each Noteholder, (i) agrees to take, or cause to be taken, all actions reasonably necessary to facilitate, encourage or otherwise support the Restructuring and the transactions contemplated by the Term Sheet and (ii) agrees not to take, or cause to be taken, directly or indirectly, any action inconsistent with the consummation of, or opposing the Restructuring or the transactions contemplated by the Term Sheet, including, without limitation, the following:

(a)           Agreement to Tender. As soon as practical, but no later than the tenth business day following the commencement of the Exchange Offer, each Noteholder will tender, and will cause its affiliates and funds to tender, as appropriate, into the Exchange Offer for the consideration set forth in the Term Sheet, the aggregate principal amount and series of Notes set forth under the Noteholder’ s name below (the “Initial Notes”) in accordance with the applicable procedures set forth in the Definitive Documentation relating to the Exchange Offer.

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(b)           Agreement to Forbear. Prior to the termination of this Agreement, each Noteholder agrees (i) to neither take any action to accelerate the indebtedness due under the Notes nor direct the trustee (the “Indenture Trustee”) under the indenture governing the Notes (the “Indenture”) to pursue any other right or remedy under the Indenture, including without limitation, with respect to the Company’s cash held by the Indenture Trustee, or otherwise; provided, however, that the foregoing does not relieve the Company of its obligation to satisfy the conditions within the “Disputed Cash Held by Trustee” section of the Term Sheet with respect to the formulation of 13-week cash flow projections in order to obtain funds from the Indenture Trustee in excess of the Past Due Payments; and (ii) not to initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to the Notes against the Company, its subsidiaries, affiliates, directors, officers, and/or employees other than to enforce this Agreement or the Term Sheet.

(c)           Support of the Plan, Disclosure Statement and First Day Motions. Each Noteholder agrees that it will, subject to the Committee’s consent rights in this Agreement and in the Term Sheet over the form and substance of certain of the Bankruptcy Case documents, and cause its affiliates and funds to take or refrain from taking, as applicable, the following actions:

(i)            Provided that each Noteholder has been properly solicited pursuant to Bankruptcy Code sections 1125 and 1126, each Noteholder shall (i) vote, and cause its affiliates and funds to vote, in favor of the Plan and (ii) to the extent such election is available, not to elect on its ballot to preserve claims in respect of the Notes, if any, each Noteholder may own that may be affected by any releases provided for under the Plan;

(ii)           Not object to the Plan or otherwise commence any proceeding to oppose or alter any of the terms of the Plan or any other document filed by the Company in connection with the confirmation of the Plan, except to the extent that such Plan and documents are inconsistent with the Term Sheet;

(iii)          Take all reasonable actions necessary or reasonably requested by the Company to support the Plan and the transactions contemplated thereby, except to the extent that such Plan and

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contemplated transactions are inconsistent with the Term Sheet;

(iv)          Not to take any actions inconsistent with, or that would delay approval or confirmation of, the Plan, the Disclosure Statement or any related documents, except to the extent that such Plan, Disclosure Statement and related documents are inconsistent with the Term Sheet;

(v)           Support the release provisions contained in the Plan in favor of the Company, including without limitation the equity holders (both direct and indirect), officers, directors and employees of the Company and MFOC and their affiliates;

(vi)          Not to oppose the Company’s request for the entry of customary “first day” orders; or

(vii)         Not to directly or indirectly seek, solicit, support, participate in any discussions or negotiations, regarding or encourage or vote for any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company (other than as provided in the Term Sheet).

6.             Withdrawal or Revocation of Tenders or Plan Support. Each Noteholder will not, and will cause its affiliates and funds not to, withdraw or revoke (i) any tender contemplated by this Agreement or the Term Sheet unless (x) the Exchange Offer is terminated before its expiration, (y) the Exchange Offer is modified in a manner inconsistent with the Term Sheet or this Agreement without the Noteholder’s prior written consent or (z) this Agreement is terminated in accordance with its terms and (ii) any properly solicited vote to accept the Plan unless (x) the Plan is modified in a manner inconsistent with the Term Sheet or this Agreement without the Noteholder’s prior written consent or (y) this Agreement is terminated in accordance with its terms.

7.             Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants to the Company as follows:

(a)           The Noteholder is duly organized, validly existing and in good standing under the laws of the Noteholder’s jurisdiction of organization;

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(b)           The Noteholder has the requisite power and has been duly authorized by all necessary action to execute and deliver this Agreement and to perform its obligations hereunder;

(c)           This Agreement has been duly executed and delivered by the Noteholder and constitutes the valid and binding obligation of the Noteholder, enforceable against the Noteholder in accordance with its terms; and

(d)           As of the date hereof, the Noteholder is the beneficial owner of, or holder of investment authority over, Notes in the aggregate principal amount set forth opposite the Noteholder’s name on the signature page hereof (the “Noteholder’s Notes”), and beneficially owns, or has investment authority over, no other Notes of the Company, and the registered holder and custodial party for the Noteholder’s Notes are as set forth on the signature page hereof.

8.             Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants or covenants, as appropriate, to the Noteholders as follows:

(a)           MFFB is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware;

(b)           Mrs. Fields Financing Company, Inc. and each other subsidiary of the Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware;

(c)           The Company has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(d)           The execution, delivery and performance of this Agreement by MFFB and Mrs. Fields Financing Company, Inc. and the consummation of the transactions contemplated hereby do not contravene any applicable law, the corporate charter or bylaws or other organizational documents of MFFB or Mrs. Fields Financing Company, Inc. or any agreement or order by which their property (including the property held by the Company’s subsidiaries) is bound and will not (i) result in or require the creation or imposition of any lien of any nature whatsoever upon any properties or assets of MFFB or Mrs. Fields Financing Company, Inc., or (ii) require the consent of any person

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under any material contractual obligation of MFFB or Mrs. Fields Financing Company, Inc.;

(e)           The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all necessary action;

(f)            This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms;

(g)           As used herein, the term “Financial Statements” means (i) the audited balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the fiscal year ended December 31, 2007 and (ii) the unaudited balance sheet of the Company and its consolidated subsidiaries as of March 31, 2008 and the related statements of income, stockholders’ equity and cash flows for the period then ended (the “Interim Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP consistently applied throughout the periods indicated thereby (unless noted therein), and (ii) fairly present in all material respects the financial position and the results of operations and cash flows of the business presently being conducted by the Company and its consolidated subsidiaries as at the dates thereof and their results of operations for the periods then ended (subject, in the case of the Interim Financial Statements, to the absence of note and other audit adjustments);

(h)           As of the date hereof and as of the Effective Date neither the Company nor any of its consolidated subsidiaries have (i) any indebtedness except as reflected on the Interim Financial Statements; or (ii) any material liabilities other than as reflected on the Interim Financial Statements or as incurred in the ordinary course of business following the date of the Interim Financial Statements;

(i)            The Company (either directly or through one or more of its consolidated subsidiaries) is the exclusive owner of, is licensed to use or otherwise has the right to use, all material intellectual property necessary for the conduct of its business as currently conducted (the “Material Intellectual Property”). The Material Intellectual Property

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does not infringe the intellectual property rights or other similar rights of any third parties in any material respect, and the Company is not aware of any material claim of infringement or breach concerning the intellectual property;

(j)            The Company (either directly or through one or more of its consolidated subsidiaries) has good and indefeasible title to, or valid leasehold interests in, all of its assets, free and clear of all liens except for the liens securing the Notes or for liens that are permitted under the Indenture (the “Company Assets”). The Company Assets represent all of the assets used by the Company and its subsidiaries in the conduct of their business as currently conducted;

(k)           Except as disclosed in the Company’s annual or quarterly filings with the U.S. Securities and Exchange Commission, there are no judgments outstanding against the Company or any of its subsidiaries or affecting any property thereof nor, is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened in writing against or affecting the Company or any of its subsidiaries or any property thereof that has a reasonable risk of being determined adversely against the Company or any of its subsidiaries and that, if so determined, could reasonably be expected to have a material adverse effect on the Company;

(l)            Neither the Company nor any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations that includes the Company, within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended) sponsors, maintains, contributes to or has any liability with respect to an “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”) (each a “Employee Plan”)) and neither the Company nor any member of its Controlled Group has any intention of adopting any such Employee Plan in the foreseeable future;

(m)          The Company and its subsidiaries and their respective properties, assets and operations are in compliance with, and the Company and each of its subsidiaries hold all permits, authorizations and approvals required under, Environmental Laws (as defined below), except to the extent that failure to so comply or to hold such permits, authorizations

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or approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Company; there are no past or present events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any material costs or liabilities to the Company or any subsidiary under, or to interfere with or prevent compliance by the Company or any subsidiary with, Environmental Laws, in any such case, in a manner that is not materially reflected in current operating costs or budgeted capital expenditures which have been made available to Noteholder; except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, neither the Company nor any of its subsidiaries (i) is the subject of any investigation, (ii) has received any notice or claim, (iii) is a party to or affected by any pending or, to the knowledge of the Company, threatened proceeding, (iv) is bound by any order or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any Legal Requirement relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law);

(n)           To the knowledge of the Company, neither the Company nor any of its subsidiaries nor any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently in violation of any applicable laws; and

(o)           During the period from the date of this Agreement and continuing until the termination of this Agreement pursuant to its terms, the Company shall, and shall cause its subsidiaries to, except in each case to the extent that the Noteholders shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or as contemplated by the Term Sheet, carry on their businesses in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use their commercially reasonable

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efforts, to the extent that the Company’s liquidity permits, to (i) preserve substantially intact their present business organization, (ii) keep available the services of their present officers and key employees, (iii) keep in full force and effect all of their material insurance policies and (iv) preserve their relationships with significant customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings.

9.             Representations, Warranties and Covenants of MFOC. MFOC hereby represents and warrants or covenants, as appropriate, to the Noteholders as follows:

(a)           MFOC is a corporation duly organized, validly existing and in good standing under the laws of Delaware;

(b)           MFOC has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder;

(c)           The execution and delivery of this Agreement and the performance by MFOC of its obligations hereunder have been duly authorized by all necessary action; and

(d)           This Agreement has been duly executed and delivered by MFOC and constitutes the valid and binding obligation of MFOC, enforceable against MFOC in accordance with its terms.

10.           Service on Official Committee. Notwithstanding anything herein to the contrary, if a Noteholder is appointed to, and serves on an official committee in the Company’s Bankruptcy Case, the terms of this Agreement shall not be construed to limit the Noteholder’s exercise of its fiduciary duties in its role as a member of such official committee, and any exercise of such fiduciary duties shall not be deemed to constitute a breach of the terms of this Agreement; provided, however, serving as a member of such committee shall not relieve such Noteholder of its obligations to affirmatively support, and vote for, the Plan, on the terms and conditions set forth herein.

11.           Survival of Agreement. Each of the parties acknowledges and agrees that this Agreement is being executed in connection with negotiations concerning the Restructuring of the Company and in contemplation of the possible commencement of the Bankruptcy Case by the Company. Accordingly, (i) the rights granted in this Agreement are enforceable by each signatory hereto

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without approval of the Bankruptcy Court, (ii) the exercise of such rights will not violate the automatic stay provisions of the Bankruptcy Code, and (iii) the Company hereby waives its right to assert a contrary position in the Bankruptcy Case, if any, with respect to the foregoing.

12.           Certain Conditions. Each obligation and liability of the Noteholders under this Agreement is conditioned upon (i) the accuracy in all materials respects of the representations and warranties (except for those representations and warranties qualified by “materiality” or “material adverse effect”, which shall be accurate in all respects) of the Company and MFOC set forth herein and in the Term Sheet and the performance by the Company and MFOC in all material respects of its agreements and covenants herein contained, and (ii) the Exchange Offer and the Plan not being modified in any manner unacceptable to the Committee in its sole discretion.

(a)           Termination of Agreement. This Agreement shall terminate and all of the obligations of the parties shall be of no further force or effect in the event that (i) the Exchange Offer is successful, (ii) the Plan is consummated, or (iii) this Agreement shall be terminated by the Committee, in its sole discretion, under the circumstances specified in Section IV., entitled “Restructuring Timeline,” of the Term Sheet.

13.           No Third-Party Beneficiaries. This Agreement shall be solely for the benefit of the parties hereto and the Noteholders who have entered into agreements with the Company substantially identical to this Agreement and no other person or entity shall be a third-party beneficiary hereof.

14.           Additional Notes, Claims and Interests Subject. Nothing in this Agreement shall be deemed to limit or restrict the ability or right of a Noteholder to acquire any additional Notes (“Additional Notes”) or other claims against or interests in the Company or any affiliate of the Company; provided, however, that in the event a Noteholder acquires any such Additional Notes (or other claims or interests) after the date hereof, such Additional Notes (and any other claims or interests) shall immediately upon such acquisition become subject to the terms of this Agreement. Each Noteholder shall promptly notify the Company of such acquisition, and such Noteholder agrees to execute and deliver within five business days of the closing of such acquisition any additional documents that the Company shall reasonably request to evidence that such Additional Notes are subject to the provisions of this Agreement as of the date of acquisition.

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15.           Transfer of Notes. Each Noteholder hereby agrees that, without the prior written consent of the Company, it will not directly or indirectly (i) sell, transfer, assign, grant an option on, or otherwise dispose of any of the Noteholder’s Notes, or (ii) grant any proxies, deposit any of the Noteholder’s Notes into a voting trust or enter into a voting agreement with respect to any of the Noteholder’s Notes, unless such transferee or other entity agrees in writing (a) to be bound by the terms of this Agreement and (b) that, if such transfer is to occur prior to the deadline established in the Exchange Offer documents or Disclosure Statement, as applicable, for casting votes on the Plan in accordance with Bankruptcy Code sections 1125 and 1126, as such deadline may be extended, such transferee or other entity or Noteholder, as the case may be, shall execute and deliver to the Company or the Company’s voting agent, if any, in accordance with the voting procedures established in the Exchange Offer documents or Disclosure Statement, as applicable, a ballot indicating acceptance of the Plan; provided, however, that, in any case, such agreement shall expressly provide that the Company is a third party beneficiary to such agreement and all of the terms provided therein. Any sale, transfer or assignment of any Note that does not comply with the foregoing shall be deemed void ab initio.

16.           Entire Agreement. This Agreement, including any exhibits, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof; provided, however, that any confidentiality agreement executed by any party shall survive this Agreement and shall continue to be in full force and effect irrespective of the terms hereof; provided, further, however, that the parties shall enter into the Definitive Documentation to give effect to the transactions contemplated in this Agreement.

17.           Amendment or Waiver. Except as otherwise specifically provided herein, this Agreement shall not be amended, altered or modified in any manner whatsoever, except by a written instrument executed by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any waiver be deemed a continuing waiver. Pursuant to Federal Rule of Evidence 408 and any other applicable rules of evidence, this Agreement and any exhibit hereto, and all negotiations relating hereto and to any exhibit hereto, shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement or to

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consummate the Restructuring in accordance with the terms of this Agreement.

18.           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each of the parties irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought in the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, each of the parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or proceeding. Notwithstanding the foregoing consent to New York jurisdiction, if the Bankruptcy Case is commenced, each party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement.

19.           WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20.          Specific Performance. The parties hereto acknowledge and agree that money damages would not be an adequate remedy for any breach of the terms of this Agreement and, accordingly, the parties hereto agree that each non-breaching party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any such breach, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any party to comply promptly with any of its obligations hereunder.

21.           Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and by facsimile, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

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22.          Severability. Any term or provision of this Agreement, which is invalid or unenforceable in any jurisdiction, shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

23.          Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not affect the interpretation hereof.

24.          Prior Negotiations. This Agreement supersedes all prior negotiations with respect to the subject matter hereof, but shall not supersede the Definitive Documentation.

25.          Notice. Any notices or other communications required or permitted under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or upon confirmation of receipt when transmitted by facsimile transmission (but only if followed by transmittal by national overnight courier or hand for delivery on the next business day) or on receipt after dispatch by registered or certified mail, postage prepaid, or on the next business day if transmitted by national overnight courier, addressed in each case as follows:

(a)           To the Company or MFOC at:

Mrs. Fields Famous Brands, LLC

2855 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah 84121-1050

Attn: Michael Ward

Telephone:    801 ###-###-####

Facsimile:       801 ###-###-####

***@***

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square

New York, New York 10036-6522

Attn: Randall H. Doud

Telephone:    (212) 735-3000

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Facsimile:       (212) 735-2000

***@***

(b)           If to the Committee:

The addresses provided on the signature page hereto

with a copy to:

Akin, Gump, Strauss, Hauer & Feld LLP
590 Madison Avenue

New York, NY 10022-2524

Attn: Fred S. Hodara

Telephone:    (212) 872-1000

Facsimile:       (212) 872-1002

***@***

with a copy to:

Akin, Gump, Strauss, Hauer & Feld LLP
Robert S. Strauss Building

1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564

Attn: David M. Dunn

Telephone:    (202) 887-4000

Facsimile:       (202) 887-4288

***@***

26.          Public Announcement and Bankruptcy Court Filings. The Company may disclose the existence of and nature of support evidenced by this Agreement in one or more public releases and U.S. Securities and Exchange Commission (“SEC”) filings that have first been sent to counsel for the Committee for prior approval (which approval shall not be unreasonably withheld or delayed) and in the context of any such releases or filings, the aggregate holdings of the Noteholders (but, not their identities or their individual holdings). Any party hereto may disclose the identities of the parties hereto and their individual holdings if reasonably necessary in any action to enforce this Agreement or in an action for damages as a result of any breaches hereof. Any party hereto may disclose, to the extent consented to in writing by a Noteholder, such Noteholder’s identity and individual holdings or aggregate holdings as to which it is an investment advisor or manager. To the extent required by the Bankruptcy Code, Bankruptcy Rules, Local Rules of the Bankruptcy Court or other applicable rules, regulations or procedures of the

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Bankruptcy Court or the Office of the United States Trustee, the Company may disclose the individual identities of the Noteholders and their holdings of Notes in a writing that has first been approved by counsel for the Noteholders (which approval shall not be unreasonably withheld or delayed). If the Company determines that it is required to attach a copy of this Agreement to any Definitive Documentation or an SEC filing, it will redact any reference to a specific Noteholder’s holdings unless consented to by such Noteholder as described above.

[Last Page before Signature Page]

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[Signature Pages Omitted]

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THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES AND/OR BANKRUPTCY LAWS.  THIS TERM SHEET DOES NOT ADDRESS ALL MATERIAL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL TRANSACTION AND IS SUBJECT TO THE COMPLETION OF DUE DILIGENCE AND THE EXECUTION OF DEFINITIVE DOCUMENTATION IN FORM AND SUBSTANCE ACCEPTABLE TO MRS. FIELDS AND THE COMMITTEE EACH IN ITS SOLE AND ABSOLUTE DISCRETION.  THIS TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL RULES.  THIS TERM SHEET IS CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY PARTY OTHER THAN MRS. FIELDS, THE MEMBERS OF THE COMMITTEE AND THEIR RESPECTIVE ADVISORS WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PARTIES.

MRS. FIELDS FAMOUS BRANDS, LLC AND

MRS. FIELDS FINANCING COMPANY, INC.

RESTRUCTURING TERM SHEET

JUNE 2, 2008

This term sheet (the “Term Sheet”) sets forth the principal terms of a proposed restructuring (the “Restructuring”) of Mrs. Fields Famous Brands, LLC and Mrs. Fields Financing Company, Inc. (collectively, “Mrs. Fields” or the “Company” or the “Debtors”) involving (i) the Company’s obligations under the “Notes” (as defined below) and (ii) the Company’s other obligations.  The Restructuring shall be completed through an out-of-court exchange offer and/or a pre-packaged Chapter 11 filing by Mrs. Fields (as debtors-in-possession) and a Plan of Reorganization confirmed under the United States Bankruptcy Code, as amended (the “Bankruptcy Code”).  The restructured company, referred to herein as “Reorganized Mrs. Fields,” will be a private company.

I.  Overview

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II. Summary of Recoveries under the Plan

A. Unclassified Claims

B. Classified Claims and Interests

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III. Other Relevant Considerations

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IV. Restructuring Timeline

The obligation of the Committee under this Term Sheet to support the Restructuring may be terminated by the Committee if, among other things, the following events shall have occurred or, as applicable, shall not have occurred by the dates referred to in each item below, it being understood that the failure to meet any such conditions by the referenced dates may be waived by the Committee in its sole discretion:

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[Signature Pages Omitted]

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Exhibit A to Term Sheet

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