Exhibit 10.18

MRS. FIELDS FAMOUS BRANDS, INC.
DIRECTOR STOCK OPTION PLAN

1.Purpose.

The
purpose of the MRS. FIELDS FAMOUS BRANDS, INC. Director Stock Option Plan (the "Plan") is to align the interests of outside directors of MRS. FIELDS FAMOUS
BRANDS, INC., a Delaware corporation (the "Company"), and its subsidiaries, with those of the stockholders of the Company; and to attract, motivate and retain as directors the best available
individuals.

2.Definitions.

The
following terms, as used herein, shall have the following meanings:



3.Administration.

The
Plan shall be administered by the Committee. The Committee shall have the authority, in its sole discretion, subject to and not inconsistent with the express provisions of the Plan,
to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in connection with the administration of the Plan,
including, without limitation, the authority to take the following actions: to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the
type and number of Awards to be granted, the number of shares of Common Stock to which an Award may relate and the terms, conditions and restrictions relating to any Award; to determine whether, to
what extent, and under what circumstances an Award may be settled, cancelled, adjusted, forfeited, exchanged, or surrendered or accelerated or an Option or Options may be repriced to a lower exercise
price; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Award Agreements,
consistent with the terms and provisions of the Plan; and to make all other determinations deemed necessary or advisable for the administration of the Plan, consistent with the terms and provisions of
the Plan. From and after the Initial Public Offering, the Committee shall consist of two or more persons who are intended to be "disinterested persons" within the meaning of
Rule 16b-3 under the Exchange Act.

4.Eligibility.

Awards
may be granted to outside directors of the Company and its subsidiaries in the sole discretion of the Committee. In determining the persons to whom Awards shall be granted and the
type of Award, the Committee shall take in to account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.

5.Stock Subject to the Plan.



6.Stock Options.

Each
Option granted pursuant to this Section shall be evidenced by an Award Agreement, in such form and containing such terms and conditions as the Committee shall from time to
time approve, which Award Agreement shall comply with and be subject to the following terms an conditions, as applicable. Each Option shall be a Time-Vested Option.



7.General Provisions.



STOCK OPTION AWARD AGREEMENT
MRS. FIELDS FAMOUS BRANDS, INC.
DIRECTOR STOCK OPTION PLAN

STOCK OPTION AWARD AGREEMENT made this    day of[                        ], 2002,
between MRS. FIELDS FAMOUS BRANDS, INC., a Delaware corporation (the "Company"), and[Name of
Director](the "Optionee"). Capitalized terms used but not defined herein shall have the same meaning as in the Plan, unless otherwise
indicated.

W I T N E S S E T H:

WHEREAS, the Company has adopted the MRS. FIELDS FAMOUS BRANDS, INC. Director Stock Option Plan (the
"Plan") to attract, motivate and retain the best available directors of the Company and its subsidiaries and to increase their interest in the success
of the Company; and

WHEREAS,
the Optionee has been designated pursuant to Section 4 of the Plan as a Participant in the Plan.

NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, and for good and valuable consideration, the parties hereto hereby agree as follows:

1.Grant of Option.Pursuant to the provisions of the Plan, the Company grants to the Optionee, subject to the
terms and conditions of the Plan, which are incorporated in full herein by reference, and subject further to the terms and conditions herein set forth, Options to purchase from the Company all or any
part of an aggregate of[Insert Number]shares of Common Stock (the
"Options") at the purchase price(s) (the "Option Price") as set forth on Schedule Ahereto. The Options
shall be exercisable as hereinafter provided.[In
consideration of the grant of the Options identified as "Replacement Options" onSchedule Ahereto, the Optionee hereby waives any and all rights
under the Mrs. Fields' Holding Company, Inc. Director Stock Option Plan, dated as of                        , 1996.]

2.Vesting.The Options shall be deemed to have been granted as of the date(s) set forth on Schedule Ahereto for
purposes of the relevant vesting criteria and shall vest and become exercisable as provided in the Plan.

3.Option Price.The Option Price per share of Common Stock issuable to the Options shall equal the price(s) set
forth onSchedule Ahereto, subject to equitable adjustment as provided in the Plan.

4.Termination of Status as Director.If the Optionee's, status as a director of the Company is terminated, all
Options not yet vested shall immediately terminate, all Options which have vested on or before the date of termination shall remain outstanding for 60 days following such date of termination
(but in no event beyond September 29, 2011) and, immediately thereafter, shall terminate (without any action on the part of the Company).

5.Purchase of Common Stock.



6.Registration of Shares of Common Stock and Limitations on Exercisability.



7.No Restriction on Right of the Company to Effect Corporate Changes.Neither the Plan, this Stock Option
Agreement nor the Options shall affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes
in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise.

8.Optionee Bound by Plan.The Optionee hereby acknowledges receipt of a copy of the Plan and agrees that the
Optionee and any other person who may be entitled to any rights hereunder shall be bound to all the terms and conditions thereof.

9.Interpretation and Construction.Subject to the express provisions of the Plan, the Committee shall have full
authority to interpret and construe this Stock Option Agreement and any interpretation, construction or determination made by the Committee pursuant hereto or pursuant to the Plan shall be final and
conclusive.

10.Headings.The headings of sections and subsections herein are included solely for convenience
of reference and shall not affect the meaning of any of the provisions of this Stock Option Award Agreement.

11.Construction of the Term "Optionee".Whenever the word "Optionee" is used herein under circumstances where
the provision should logically be construed to apply to the executors, the administrators, Designated Beneficiary or any other person or persons to whom the Option may be transferred by will or by the
laws of descent and distribution or by reason of the death of the Optionee, the word "Optionee" shall be deemed to include such person or persons. As used herein, the term "Designated Beneficiary"
shall mean the person or persons last designated as such by the Optionee as the person or persons who shall have the right to exercise the Option after the Optionee's death on a form filed by the
Optionee with the Committee in accordance with such procedures as the Committee shall establish. If no such person is designated, the Designated Beneficiary shall be the Optionee's estate.

12.Governing Law.This Stock Option Award Agreement and all rights hereunder shall be construed in accordance
with and governed by the laws of the State of New York.

13.Term of Option.The Options shall expire at the close of business at the Company's headquarters on the
date(s) set forth onSchedule Ahereto.

14.Notices.Any notice hereunder to the Company or the Committee shall be in writing addressed to the principal
executive offices of the Company, to the attention of its Secretary, and any notice hereunder to the Optionee shall be addressed to the Optionee at the address provided on the signature page hereto,
subject to the designation in writing by either party of some other address.

[Remainder of Page Intentionally Left Blank.]



IN
WITNESS WHEREOF, the Company has caused this Stock Option Award Agreement to be executed by its duly authorized officers, and the Optionee has executed this Stock Option Award
Agreement, both as of the date first above written.

| |  | MRS. FIELDS FAMOUS BRANDS, INC.
| |  | -------------------------------
| |  | By:                            
| |  | Name:                          
| |  | Title:                         
| |  |                                
| |  | Address:                       
| |  |                                
| |  |                                
| |  |                                



Schedule A

|Number of Options* |  | Date of Grant |  | Option Price |  | Expiration Date
|------------------ |  | ------------- |  | ------------ |  | ---------------

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