Exhibit
10.78


PRODUCT
SUPPLY AGREEMENT


THIS
AGREEMENT (the “Agreement”) is made and entered into this  15th day of December, 2006, by and between Countryside Baking, Inc., a Dawn Food Products
Company, an Indiana corporation (the “Processor”) and Mrs. Fields Franchising, L.L.C., a Delaware limited liability company
(the “Company”).


RECITALS:


A.  The
Company supports its individual franchisee locations operated as part of its
Mrs. Fields franchise system (the “System”) by negotiating with manufacturers
to secure goods at a price on behalf of the System, and then encourages the
System to purchase those goods for use in its individually owned locations
through Company’s designated distributors.


B.  The
Processor is in the business of custom manufacturing frozen cookie dough and
other bakery products and has facilities, capacity and expertise available and
sufficient to enter into this Product Supply Agreement.


C.  The
Company desires to have the Processor manufacture and process products at the
Processor’s plant in Irvine, California (the “Plant”) to be made available to
distributors designated by Company who will purchase the products for resale to
the System.


D.  Processor
desires to enter into such an agreement with the Company to provide the desired
product.


NOW THEREFORE, in consideration of the covenants
hereinafter set forth, the sufficiency of which is hereby acknowledged, the
parties agree as follows:


1.             PRODUCTS.


(a)           Subject to the terms and conditions
hereof, the Processor shall prepare, manufacture, process, and package for the
Company those Products identified in Exhibit
A (the “Products”) attached hereto and made a part hereof.  Nothing contained herein shall grant any
degree or rights of exclusivity of manufacturing to the Processor.


(b)           Company may, from time to time,
introduce new products which may be added to Exhibit
A by providing Processor with thirty (30) days written notice;
provided that Processor and Company agrees as to all needed



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specifications for
the new product(s), pricing and minimum volume requirements, if any.   Processor will not unreasonably deny Company’s
request to add new product(s).  Company
may also introduce product(s) that will be needed for seasonal purposes only,
and Processor agrees to manufacture such seasonal product(s) in amounts
designated by Company from time to time if doing so can be reasonably
accomplished; provided that Processor and Company agree as to all needed
specifications for the seasonal product(s), pricing and minimum volume
requirements, if any.  Processor agrees
to inform Company promptly in writing if for any reason it is not able to
manufacture new product(s) or seasonal product(s) in the amounts needed.  For purposes of this Agreement, the new
products and seasonal products contemplated by this Section 1(b) shall be
considered “Products”. Company may remove any Product from Exhibit A by providing Processor notice in
writing of the cancellation of the Product. Upon receipt of notice of
cancellation of a Product, Processor shall: (i) immediately stop    all production of the Product, (ii) take all
reasonable steps to stop cost commitments related to the Product, and (iii) inform
Company of the remaining inventory of finished product and related components
it holds with respect to the  
discontinued Product.  Upon
receipt of such information, the Company shall have   the option to (a) compensate Processor for
all remaining finished or unfinished components of the cancelled Product in the
manner outlined in Section 2(d) below; or (b) decide to reinstate such Product
to Exhibit A.


2.             TERM/TERMINATION.


(a)           This
Agreement shall commence upon the date first written above and shall continue
for a period of Five (5) years, unless earlier terminated pursuant to Section
2(b).  Thereafter this Agreement shall
automatically renew for additional one-year periods unless either party gives
at least one hundred and eighty (180) days notice prior to the end of the then
current Term of its intent not to renew.


(b)           The Processor and the Company shall
each have the right to immediately terminate this Agreement if (i) the other
party is adjudged bankrupt, or makes a general assignment for the benefit of
creditors, or if a receiver should be appointed because of its insolvency, or
(ii) if the other party shall fail to perform or observe any of its material
obligations under this Agreement and does not correct such failure within
thirty (30) days after written notice from the non-defaulting party describing
such failure (except to the extent other cure periods for specific material obligations
are included elsewhere in the Agreement, in which case those specific cure
periods will apply).


(c)           In the event of termination of this
Agreement, the Company shall purchase from the Processor, for an amount equal
to the Processor’s out-of-pocket cost therefore, unique packaging inventory and
Raw Ingredients (as defined below) then in the



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Processor’s possession
which were purchased by the Processor solely for the production of Company’s
Products hereunder, not to exceed 30 days supply unless agreed to in
writing.  The Company shall purchase any
finished goods inventory of the Products that is in the Processor’s possession
on the effective date of termination. the total amount of finished goods shall
in no event exceed a fourteen (14) day supply, calculated based on the average
monthly demand over the previous twelve months, unless otherwise agreed to by
the parties in writing.  After notice of
termination, all future production and purchases of Raws shall be mutually
agreed upon.  The Company’s and the
Processor’s remedies upon any termination hereunder shall not be to the
exclusion of any other remedy available to the parties, at law or otherwise.


(d)           The Processor and the Company shall
each have the right to terminate this Agreement without cause by providing the
other party at least one hundred and eighty (180) calendar days notice of
termination.  Such notice must be
provided in writing in the manner outlined below.


3.             PRODUCTION AND FORECAST.


Company
agrees that it or its designated distributors or purchasers for the System
shall buy, and Processor agrees to sell, an amount not less than 12,500,000
pounds of the Products during each of calendar years  2007, 2008 and 2009 (the “Term”).  Any amount of Product purchased by designated
distributors or purchasers shall count toward this minimum annual purchase
commitment.  In the event Company fails
to meet its minimum annual volume commitment, Processor, as its sole remedy,
may at its option, renegotiate with Company the Conversion Cost in good faith
based on market prices in the industry.


The
Company shall provide to Processor a rolling twelve (12) month forecast of
specific products requirements and anticipated quantities.  On a monthly basis, Processor and Company
will review the forecast and agree upon a monthly production quantity.   The review and mutually agreed upon monthly
production schedule will be influenced by current product movement,
seasonality, and similar issues, and Processor agrees to follow Company’s
instruction regarding all current and future production needs.  The Processor will deliver within +/- five
percent (5%) the quantity of products ordered within two (2) weeks of its
receipt of production orders (placed on Wednesday before noon PST), but agrees
to only deliver Product to distributors and/or purchasers specifically
authorized by the Company, which may be modified from time to time by Company’s
Purchasing and Distribution Department.



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4.             DISCONTINUED AND OBSOLETE.


In the event a Product is
discontinued or becomes obsolete, the Processor and Company shall negotiate a
disposition of the Product that will include any and all finished goods,
proprietary raw materials and packaging.   
The processor shall provide to the Company on a quarterly basis, a
listing of slow-moving skus to be reviewed and dispositioned.


5.             SALE PRICE AND TERMS.


(a)           Definitions.


(i)            Conversion Cost —
The price that Company or its designated distributor will pay Processor for all
compounding, filling, quality control, laboratory, warehousing, administrative,
good manufacturingpractices compliance, profits and any other services
necessary to produce, prepare for shipment and invoice the Products.


(ii)           Raw ingredients —
Common ingredients and items required by Processor to produce Products as
listed in Exhibit B.


(iii)          Manufacturing Costs
— Processor’s actual unburdened costs of Raw Ingredients, and unique packaging
used in the production of Products as manufactured and ready for shipment as
listed in Exhibit C.


(iv)          Per Unit Price — The
sum, determined on a Product-by-Product basis, of Conversion Cost,
Manufacturing Costs and Price Rebates (outlined in Section 5(e) below), FOB
Processor’s Plant.


(v)           Distributor Purchase
Price — The dollar amount specified by Company which Processor will charge for
Products, which may differ from distributor to distributor. This Price shall
include freight charges, prorated or otherwise, by mutual agreement between
Company and Processor.  Distributor
Purchase Prices shall be outlined in Exhibit
A and may be subject to adjustment not more frequently than once per
calendar year.


(vi)          Price Rebate— an
amount to be controlled by the Company to be added to the cost to designated
distributors for such designated by Company from time to time.



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(b)           Price Adjustments.  Price
standards for Raw Ingredients used in the Products (excluding packaging,
freight, and storage) will be as initially set forth in Exhibit B. These price standards will be
evaluated quarterly by the parties and adjusted if deemed necessary to meet
actual market conditions.  At the end of
each quarter, an average of actual purchase costs paid during the quarter will
be tallied against the standard.   If
there is a purchase price variance (PPV)(positive or negative) between the
average of actual purchase costs paid during the quarter and the standard, then
upon mutual agreement, the variance will be carried forward each quarter to be
reconciled at the end of each calendar year.


Storage, freight and
packaging costs will be adjusted by the Processor at the end of each calendar year
to a standard cost which is derived by using the forecasted anticipated cost of
each such item paid by Processor for the item. 
The cost will be used for the next calendar year.


(c)           Quarterly Reviews.  Within thirty (30) days after the end of each
calendar quarter during this Agreement, the representatives of the parties
shall meet to review the performance of the parties, and the Processor’s
Manufacturing Cost.


(d)           Initial Conversion
Cost.  The
Parties hereto agree that the initial Conversion Cost for use in establishing
Product prices shall be as listed in Exhibit
A for all satisfactory Products produced and delivered
hereunder.  If additional Products are
added to this Agreement, the Parties will mutually agree upon Conversion Costs
applicable to those added Products and include the Product in a revised Exhibit A.


Conversion Cost is
subject to annualized adjustments based upon the National CPI to be reviewed
each December with an implementation on January 1 of the following year. This
will be a mutually agreed to adjustment.


(e)           Price Rebates.  Unless instructed otherwise for a specific
distributor or purchaser in writing, at the end of each calendar quarter,
Processor shall rebate to Company [CONFIDENTIAL](1)  for each pound of product sold by
Processor to Company or any approved distributor or purchasers of Company
during the calendar quarter (the “Price Rebates”).


(f)            Payment Terms. 
Terms of payment shall be net 30, which terms shall apply as between
Processor and Company’s authorized distributors or purchasers.   Company does not warrant or guarantee
payment from the distributors or purchasers.






(1)           Confidential treatment has been requested for the redacted
portion.  The confidential, redacted
portions have been filed separately with the SEC.



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(g)           International Handling Charge and Terms.  All
Product orders that are intended for shipment to authorized distributors or
purchasers based outside of the United States shall be governed by the
provisions set forth in Exhibit E.  Processor shall be entitled to
include a special international handling charge in accordance with the attached
provisions.


6.             INVOICING.


Processor shall issue an invoice to the designated
distributor or authorized purchaser in the form and manner reasonably agreed
upon by the parties.   Processor
understands that Company shall not issue invoices and shall not be liable for
any errors made in submitting invoices to designated distributors or authorized
purchasers.  Processor shall be solely
liable for collections of amounts due, although Company should be informed of
concerns with collections.  If any amount
collected from a designated distributor or authorized purchaser is equal to
less than the full amount due then such amount shall be allocated pro rate
between the Processor and Company, ensuring Company is given Price Rebates on
the collected portion.


7.             QUALITY ASSURANCE.


(a)           Quality Standards.  Processor shall manufacture the Products
strictly in accordance with the standards, procedures, specifications,
formulations and recipes from time to time established and provided to
Processor by the Company, and shall handle and store all raw materials and all
finished Products in accordance with the quality controls established by
Processor and agreed to by the Company.


(b)           Inspection.  The Processor agrees to make the Plant and
its processing facilities available for inspection by the Company and its
authorized representatives upon the Company’s reasonable request during normal
business hours.   Further, Processor
shall maintain appropriate books and records regarding manufacturing of the
Products and collections of accounts hereunder and shall make such books and
records available to the Company and its authorized representatives for
inspection and copying upon reasonable notice. 
Processor shall maintain such books and records for not less than one
year following termination of this Agreement and the Company’s inspection right
shall continue during this time.  All
Confidential Information (defined below) of Processor acquired by or disclosed
to any employee or agent of the Company during any such inspection shall be
regarded as confidential pursuant to Section 13 of this Agreement.    The Company shall have the right, but not
the obligation, to inform Processor of any quality issues it discovers during
inspection.  Processor’s failure to cure
within 5 business days of Processor’s discovery for non-life threatening and 1
day of discovery for life threatening quality issues will be grounds for
immediate termination of this Agreement, whether such discovery was made as a
result of Company’s inspection or otherwise.



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(c)           Compliance with Regulations.  Processor agrees that the Products will be
manufactured, packaged and labeled in compliance with, and will not be
adulterated or misbranded within the meaning of, the Federal Food, Drug and
Cosmetic Act of 1938, or any other federal, state, foreign or local laws or
regulations applicable thereto, will not constitute an article that may not be
introduced into interstate commerce and will be manufactured in substantial
compliance with all applicable federal, state, foreign or local laws and
regulations applicable thereto.  Unless
Company otherwise agrees in writing, Processor will destroy all inventories
that are not in conformity with Food and Drug Administration rules and
regulations or any applicable federal, state, foreign and local laws.  Processor agrees to notify Company promptly
of any regulatory action of which Processor has knowledge that is taken in
relation to it by any federal, state, foreign, county or municipal authority
and that relates to or affects the manufacture, storage, distribution or sale
of the Products.  Without limiting the
foregoing, Processor shall obtain all licenses and certifications necessary to
lawfully produce the Products, including any necessary certifications under
applicable bioterrorism laws, and shall deliver copies of such licenses and
certifications to Company or designated distributors upon request.  


(d)           Product Recall and Withdrawal.  Either Party shall immediately advise and
consult with the other as to any Product recall or withdrawal considerations;
provided that Company shall have the absolute right to recall or withdraw any
Product if it determines in its sole discretion that (i) such Product may be
contaminated, (ii) the use and/or distribution of such Product may pose an
immediate threat to Company’s customers or (iii) such Product otherwise fails
to conform to the quality standards set by Company and provided to
Processor.  Company shall bear the cost
of any recall or withdrawal; provided, however, that Processor shall bear the
cost of any recall or withdrawal that results directly from or is required as a
result of Processor’s manufacture of the Products or procurement of raw
materials used in the manufacture of the Products other than in strict
compliance with this Agreement.


(e)           Handling.  The Products will be handled in accordance
with all Good


Manufacturing Practices for human foods as specified
in Title 21 of the Code of Federal Regulations of the United States of America.


8.             CODE DATING AND LABEL
INFORMATION.


Coding
and label information shall appear on each case using  in accordance with Exhibit D.


 



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9.             CONTAINER AND PACKAGING; QUALITY
AND PURITY STANDARDS/WARRANTY.


Without
limiting any other quality requirements set forth herein, the Processor shall
perform its obligations hereunder in accordance with the best practices of the
industry.  The Processor guarantees that
it will comply with the practices and policies set forth in CFR21.


Product
packaging and/or containers shall be suitable for distribution to Company’s
System via motor cargo and shall serve to assure product quality and purity
throughout the distribution process.   In
the event of failure of the containers to provide adequate Product protection
and Product purity or quality is compromised not due to mishandling during the
distribution process, Processor shall provide credit for Products so
compromised.   Processor shall establish
a documented process that the Company can disclose to the individual businesses
within its System defining container faults subject to this warranty and
methodology for submission of claims.


10.          INSURANCE AND INDEMNIFICATION.


(a)           Company Indemnification.  Company hereby indemnifies Processor, its
parent entities and subsidiaries, and each of their officers, employees,
directors, shareholders, authorized agents, successors and assigns (“Processor
Indemnified Parties”) and forever holds the Processor Indemnified Parties
harmless from and against all claims, suits, actions, proceedings, damages,
losses or liabilities, costs or expenses (including reasonable attorneys’ fees
and expenses) arising out of, based upon, or in connection with (i) any breach
of any of Company’s covenants in this Agreement or (ii) any claim that the use
by Processor of the Names and Marks as provided in this Agreement infringes
upon any third party trademark, service mark, or trade name.


(b)           Processor Indemnification.  Processor hereby indemnifies Company, its
parent entities and subsidiaries, and each of their officers, employees,
directors, shareholders, authorized agents, successors and assigns (“Company
Indemnified Parties” and forever holds the Company Indemnified Parties harmless
from and against all claims, suits, actions, proceedings, damages, losses or
liabilities, costs or expenses (including reasonable attorneys’ fees and
expenses) arising out of, based upon, or in connection with, unless it is at
the direction of Company (i) any breach of any of Processor’s covenants in this
Agreement, (ii) any alleged defects in the manufacture or processing of
Products; or (iii) any service, act, error, omission, negligence or fraud of
Processor relating to the performance of Processor hereunder, including without
limitation, obligations to its employees or other third parties arising in
connection with the activities contemplated under this Agreement, and any
injuries or damages to purchasers, users, or consumers of Products arising from
defects in the



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procurement of raw
materials hereunder, and the manufacturing, processing or packaging of
Products.  The foregoing indemnity will
not be limited in any manner whatsoever by any required or other insurance
coverage maintained by Processor.


(c)           Conditions of Indemnification.  As a condition of indemnification under this
Section, the party seeking indemnification shall give the other party (for
purposes of this Section called the “Indemnifying Party”) immediate notice of
and copies of all pleadings and correspondence related to the assertion of any
such claim, proceeding, action, or suit and agrees not to settle, compromise,
or otherwise dispose of any such claim, proceeding, action or suit without the
prior written consent of the Indemnifying Party.  The Indemnifying Party shall hold the
Indemnified Party harmless and shall assume the defense or settlement of any
such claim, proceeding, action, or suit at its expense. The Party seeking
indemnity shall reasonably cooperate with the Indemnifying Party in defense of
the action at its own expense.


(d)           Insurance.  At all times during the
term of this Agreement, Processor shall maintain appropriate insurance at
commercially reasonable levels of coverage to cover all of its obligations
under this Agreement, including, without limitation, general liability
insurance and malicious product tampering, product liability, and product
recall insurance with respect to the manufacture and sale of the Products, in
each case with minimum coverage of $5,000,000 per occurrence.  All such insurance shall be issued by an
insurance carrier or carriers rated A or better by the industry and shall name
the Company as an additional insured on a primary non-contributory basis.  Processor shall submit to the Company
annually a copy of a certificate of insurance evidencing this coverage and shall
give Company at least 30 days prior written notice of any material modification
or termination of the coverage.


11.          COMPANY NAMES AND MARKS.


Whenever Processor
uses the Company’s proprietary names, trademarks and service marks attached
hereto as Exhibit E (“Names and
Marks”), Processor shall affix the appropriate trademark notice and agrees to
use the registration symbol of “R” in connection with its use of the Names and
Marks, or “TM” where the mark has not been registered federally, and in each
instance where appropriate accompanied by the words “Reg. TM of The Mrs. Fields’
Brand, Inc.” or a reasonable facsimile thereof or such other reference as may
be designated by Company from time to time. 
Where Names and Marks are used more than once on packaging, in copy or
on the Products, the “R” or “TM” designation need only be used once either on
the most prominent use of the Licensed Name and Mark, or if all uses are of
equal prominence, then on the first use of the Names and Marks in or on each
package, copy, or Product.  Processor
shall use the Names and Marks only as trademarks, service marks, or trade names
and shall affix the notice as specified. 
Processor shall not have the right, unless previously agreed in



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writing by Company, to
use other trademarks, service marks, or trade names on packaging, copy or on
the Products.  Company shall have the
right to own and register any such other trademark, service mark, or trade name
which is registerable, and Processor shall cooperate with Company by providing
packaging, labeling, and documentation as may be required to obtain and
maintain such registration.


(a)           Restrictions on
Use.  Unless Company
consents in writing, which consent shall not be unreasonably withheld,
Processor shall use the Names and Marks (i) for the purposes of and pursuant to
this Agreement; or (ii) only in a manner consistent with the scope of the
relevant registration of the Names and Marks or applications therefore; or
(iii) only in the manner permitted and prescribed by Company as set forth herein;
or (iv) only with respect to Products; or (v) only to label and sell Products
to designated distributors.


(b)           Recognition of Goodwill.  Processor recognizes the value of the
goodwill associated with the Names and Marks and acknowledges that the Names
and Marks and all rights therein and goodwill pertaining thereto belong
exclusively to Company.


(c)           Validity of Other Agreements.  Processor agrees that it will not, during the
term of this Agreement or thereafter, attacks the title or any rights of Company
in and to the Names and Marks, or any other license agreement or franchise
agreement involving the Names and Marks to which Company is a party.


(d)           Validity of Licensed Names and Marks.  Processor agrees that it will not intentionally
destroy, impair or in any way impede the effect and validity of the Names and
Marks.


(e)           Infringement.  Processor agrees to assist Company, at
Company’s cost and expense, to the extent necessary in the procurement of any
protection or to protect any of Company’s rights to the Names and Marks.


12.          NOTICE.


All
notices, requests, demands, and other communications hereunder by which either
party is to be legally bound shall be in writing and shall be given (i) by
Federal Express (or other established express delivery service which maintains
delivery records), (ii) by hand delivery, (iii) or by facsimile transmission,
to the parties at addresses set forth below or at such other address given by
like notice.  Notices shall be deemed
effective upon receipt.



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  If to the Processor:

  	
  Countryside Baking, Inc.

  
	
   

  	
  1722 Kettering

  
	
   

  	
  Irvine, CA 92614

  
	
   

  	
  949-851-9654

  
	
   

  	
   

  
	
  If to the Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Mrs. Fields Franchising, LLC

  
	
   

  	
  2855 East Cottonwood Parkway

  
	
   

  	
  Suite 400

  
	
   

  	
  Salt Lake City, Utah 84121

  
	
   

  	
  Attn: Director of Purchasing

  
	
   

  	
  With copy to: Legal Department

  



 


13.          CONFIDENTIALITY
AGREEMENT.


The
Parties agree that they will not disclose any Confidential Information which each has received about
the other Parties by virtue of their relationship under this Agreement to any person
other than to their employees or agents and then only on a “need to know” basis
to fulfill the terms of this Agreement, nor will the Parties use any
Confidential Information which is received by virtue of the relationship under
this Agreement for their own benefit or for the benefit of any third party
without the prior written consent of the disclosing party except as
specifically provided for herein.  The
Parties will ensure that all of its representatives who obtain access to
Confidential Information are informed of the confidential nature of the
information which they receive and that they are bound by the obligation to
maintain its confidentiality in accordance with all the terms hereof.  “Confidential Information” shall mean all
information with respect to the business of each of the Parties, including but
not limited to the marketing, sales, formulations (including yogurt
formulations), specifications, methods of manufacture, distribution,
franchising, names of agents and franchisees, inventions, equipment, know-how,
pricing and purchasing of the Parties which is considered confidential by the
disclosing Party and which is received by virtue of the Relationship created by
this Agreement.  The parties agree that
irreparable harm will result if
this provision is breached and monetary damages will not make the aggrieved
party whole, and jointly agree that a court ordered injunction or restraining
order would be appropriate to stop the misuse of any Confidential Information
by the breaching party.  This provision
shall survive any termination or expiration of this Agreement.   Confidential Information shall not include
any information that was (i) was in the possession of the receiving Party at
the time of such disclosure by the



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disclosing Party, (ii) becomes available to the receiving Party on a
non-confidential basis from a source other than the disclosing Party, provided
that such source is not bound by a confidentiality agreement with the
disclosing Party; or (iii) was already known to the general public or
subsequently became known to the general public through no fault or omission on
the part of the receiving Party or (iv) was independently developed by the
receiving Party employees without use of the Confidential Information.


14.          NON-COMPETITION AGREEMENT.


Processor agrees not to undertake any manufacture of
other products for other parties which shall diminish or preclude their ability
to perform the obligations that they have agreed to herein.


15.          FORCE MAJEURE.


Neither Company nor Processor shall be liable for loss or
damage or deemed to be in breach of this Agreement if their failure to perform
obligations results from: (i) compliance with any law, regulation, requirement
or instruction of any federal, state, municipal or foreign government or any
department or agency thereof; (ii) acts of God; (iii) fires, strikes,
embargoes, war or riot; or (iv) any other similar event or cause beyond the
reasonable control of the other Party. Any delay resulting from any of said causes shall extend performance accordingly
or excuse performance, in whole or in part, as may be reasonable, except that
said causes shall not excuse payments of amounts owed at the time of such
occurrence.   Should such Force Majeure
extend beyond 90 days, the other party may terminate the Agreement by providing
written notice to the other party in accordance with Section 2 (c).


16.          MISCELLANEOUS.


(a)           It is agreed that neither party has
made or is making any representations or warranties, express or implied, not
explicitly set forth in this Agreement, the exhibits and the attached letters
hereto, that this Agreement and its exhibits and attachments represent the
entire Agreement between the parties hereto and it cancels and supersedes all
earlier agreements, written or oral, and that no waiver, modification, or
change of any of the terms of this Agreement shall be valid unless set forth in
writing signed by both parties.


(b)           If any condition, term, or covenant
of this Agreement shall at any time be held to be void, invalid, or unenforceable,
such condition, covenant, or term shall be construed as severable and shall
attach only to such condition, covenant or term and shall not in any way affect
or render void, invalid, or unenforceable any other condition, covenant, or
term of this Agreement, and this Agreement shall be carried out



 12
 









as if such void,
invalid, or unenforceable term were not embodied herein.


(c)           This Agreement shall inure to the
benefit of the parties and their successors, and assigns (provided the
assignment does not violate the terms hereof and the assignment is made with
the consent of the other party, which consent will be at the sole discretion of
the other party, and shall be binding upon the parties, their successors, and
assigns.


(d)           This Agreement shall be governed by the
internal laws of the State of Utah, without regard to conflicts of law
principles.  In any dispute, both
Processor and Company waive all rights to trial by jury.


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.


	
  COUNTRYSIDE BAKING, INC.

  	
  MRS. FIELDS FRANCHISING, LLC

  
	
   

  	
   

  
	
  By:   /s/ Kent
  Hayden

  	
  By:   /s/
  Michael Ward

  
	
   

  	
   

  
	
  Title: Chief Operating Officer

  	
  Title: EVP, Chief Legal Officer

  



 



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Exhibit  Listing


Exhibit A —
Products and Price List


Exhibit B —
Commodity Item List


Exhibit C —
Packaging Costs


Exhibit D — Label


Exhibit  E — Names and Marks


Exhibit F —
International Procedures



 14
 









Exhibit A


Master Price List


[Confidential
Treatment has been requested for this Exhibit. 
The confidential redacted portions have been filed separately with the
SEC]



 15
 









Exhibit B


Commodity Item List


[Confidential
Treatment has been requested for this Exhibit. 
The confidential redacted portions have been filed separately with the
SEC]



 16
 









Exhibit C


Packaging Costs


[Confidential
Treatment has been requested for this Exhibit. 
The confidential redacted portions have been filed separately with the
SEC]



 17
 









Exhibit D


Facsimile of Label



 18
 









Exhibit  E


Names and Marks


MRS. FIELDS®


MRS. FIELDS
COOKIES®


DEBRA’S SPECIAL®


NIBBLERS®


COCOMAC®



 19
 









Exhibit F


International
Procedures


[Confidential
Treatment has been requested for this Exhibit. 
The confidential redacted portions have been filed separately with the
SEC]



 20