SETTLEMENT
      AND RELEASE AGREEMENT

     

    THIS
      SETTLEMENT AND RELEASE AGREEMENT, is dated as of January 29, 2008 (this
      "Agreement"),
      by
      and among NexCen Brands, Inc., a Delaware corporation ("NexCen"),
      Great
      American Cookie Company Franchising, LLC, a Delaware limited liability company
      ("GACCF"),
      Mrs.
      Fields Famous Brands, LLC, a Delaware limited liability company ("MFFB"),
      Mrs.
      Fields' Original Cookies, Inc., a Delaware corporation ("MFOC"),
      each
      of the Franchisees that is a signatory hereto and listed as an “Accredited
      Franchisee” on Schedule I hereto (each an "Accredited
      Franchisee,"
      and
      collectively, the "Accredited
      Franchisees"),
      each
      of the other Franchisees that is a signatory hereto and listed as an “Other
      Franchisee” on Schedule I hereto (each an “Other
      Franchisee,”
and
      collectively, the “Other
      Franchisees,”
and
      collectively with the Accredited Franchisees, the “Franchisees”),
      and
      each Franchisee Principal that is signatory hereto and listed on Schedule I
      hereto (each a "Franchisee
      Principal,"
      and
      collectively, the "Franchisee
      Principals").
      Capitalized terms used in these recitals without definition shall have the
      meanings set forth in Section 1 below.

     

    WHEREAS,
      each of the Franchisees, MFOC, Capricorn Investors II, L.P., a Delaware limited
      partnership ("Capricorn"),
      Great
      American Cookie Company, Inc., a Delaware corporation ("GACC"), Cookies USA,
      Inc., a Delaware corporation ("Cookies
      USA"),
      are
      parties to or eligible under the terms of certain Settlement Agreement and
      Releases each dated June 1998 (the "1998
      Settlement Agreements"),
      pursuant to which the parties thereto agreed to settle certain claims and make
      certain undertakings as set forth therein;

     

    WHEREAS,
      MFFB, NexCen, NexCen Asset Acquisition, LLC, NexCen Fixed Asset Company, LLC,
      GACCF, and Great American Manufacturing, LLC, will enter into an Asset Purchase
      Agreement dated as of even date herewith (the "Asset
      Purchase Agreement"),
      pursuant to which, inter
      alia,
      GACCF
      will sell to NexCen or its Affiliates, and NexCen or its Affiliates will acquire
      from GACCF, certain assets owned or used by GACCF in the GAC Franchise,
      including the GAC Brands (the “Transaction”);

     

    NOW,
      THEREFORE, in consideration of the representations, warranties, covenants and
      agreements set forth in this Agreement, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:

     

    1. Definitions.
      For the
      purposes of this Agreement, the following terms and variations thereof have
      the
      meanings specified or referred to in this Section 1:

     

    "Affiliate"
      of any
      Person means any Person which, directly or indirectly controls or is controlled
      by that Person, or is under common control with that Person. For the purposes
      of
      this definition, "control" (including, with correlative meaning, the terms
      "controlled by" and "under common control with"), as used with respect to any
      Person, shall mean the possession, directly or indirectly of the power to direct
      or cause the direction of the management and policies of such Person, whether
      through ownership of voting securities or by contract or otherwise.

     

    "Brands"
      means
      the "Great American Cookies," "Great American Chocolate Chip Cookie Company,"
      "MaggieMoo's," "Marble Slab," "Pretzel Time," and "Pretzelmaker," and all other
      quick service restaurant franchising brands owned or in use by NexCen, whether
      such Brand is owned or used by NexCen prior to, on or after the Closing
      Date.

     

    "Closing"
      means
      the closing of the acquisition by NexCen or its Affiliates of those assets
      owned
      or used by GACCF in the GAC Franchise described in and pursuant to the Asset
      Purchase Agreement.

     

    "Closing
      Date"
      shall
      mean the date on which the Closing occurs.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Contract"
      means
      any contract, license, sublicense, franchise, permit, mortgage, purchase orders,
      indenture, loan agreement, note, lease, sublease, agreement, obligation,
      commitment, understanding, instrument or other arrangement or any commitment
      to
      enter into any of the foregoing (in each case, whether written or
      oral).

     

    "Franchise" means
      the
      grant by NexCen or its Affiliate to a Franchisee or Franchisee Principal of
      the
      rights to establish and operate a location using the Brands or outlet thereof
      including subfranchise agreements, master development agreements, area
      representative agreements, area development agreements, master franchise
      agreements, development agreements, license agreements, and any other similar
      agreements, together with all ancillary agreements related thereto.

     

    "Franchise
      Agreements"
      means
      any
      Contract
      (and any written or oral amendment or modification thereto) between NexCen
      or
      any of its Affiliates and a Franchisee or Franchisee Principal, as the case
      may
      be, pertaining to and evidencing the grant of a Franchise.

     

    "Franchise
      Credit"
      has the
      meaning set forth in Section 4(c).

     

    "Franchisee
      Account"
      means
      the account designated by each Franchisee at least three (3) Business Days
      prior
      to the Closing Date.

     

    "GAC
      Brands"
      means
      the "Great American Cookies" and "Great American Chocolate Chip Cookie Company"
      brands.

     

    "GACC
      Association"
      means
      the Association of GACC Franchisees, Inc.

     

    "GAC
      Franchise Agreement"
      means
      any Contract (and written or oral amendment or modification thereto) between
      GACCF or NexCen or their respective Affiliate, as a party and as the case may
      be, and a Franchisee or Franchise Principal, as a counter-party and as the
      case
      may be, pertaining to and evidencing the grant of a GAC Franchise.

     

    "GAC
      Franchise"
      means
the
      grant
      by GACCF or NexCen or their respective Affiliate, as applicable, to a franchisee
      of the rights to establish and operate a location using the GAC Brands
      or
      outlet thereof including subfranchise agreements, master development agreements,
      area representative agreements, area development agreements, master franchise
      agreements, development agreements, license agreements, and any other similar
      agreements, together with all ancillary agreements related thereto.

     

    "Increased
      Royalty Payment"
      has the
      meaning set forth in Section 6.

     

    "Initial
      Franchise Fees"
      means,
      in the aggregate, the nonrecurring initial franchise fees payable pursuant
      to
      any Franchise Agreements.

     

    "Marks"
      has the
      meaning set forth in Section 5(d).

     

    "New
      Franchise Agreement"
      means
      any Franchise Agreement entered into after the date hereof between NexCen or
      its
      Affiliate and a Franchisee, Franchisee Principal or its designee to open a
      new
      Franchise location.

     

    "Payment
      Date"
      has the
      meaning set forth in Section 6.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Person"
      means
      an individual, partnership, corporation, business trust, limited liability
      company, limited liability partnership, joint stock company, trust,
      unincorporated association, joint venture or other entity or a government
      authority.

     

    "Products"
      has the
      meaning set forth in Section 5(d).

     

    "Pro
      Rata Share"
      means,
      for each Franchisee, the cash amount or number of Warrants, as applicable,
      set
      forth opposite such Franchisee's name on Schedule I hereto.

     

    “Purchaser
      Representative”
has
      the
      meaning set forth in Rule 501(h) of Regulation D promulgated under the
      Securities Act.

     

    "Release
      Consideration"
      has the
      meaning set forth in Section 4.

     

    “Royalty
      Payment”
for
      each Franchisee, means the amount set forth next to such Franchisee’s name on
      Schedule I hereto.

     

    “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended and in effect from time to
      time.

     

    “Tag-Along
      Rights”
means
      the rights of each Franchisee under Section 2 of the 1998 Settlement
      Agreements.

     

    "Undertakings"
      has the
      meaning set forth in Section 5.

     

    "Warrant"
      means a
      Stock Purchase Warrant substantially in the form attached hereto as Exhibit
      A.

     

    2. Acquisition
      of Tag-Along Rights.
      Immediately prior to and subject to the completion of the Closing, in connection
      with the Transaction pursuant to the Asset Purchase Agreement, MFFB will acquire
      from each Franchisee, and each Franchisee will transfer to MFFB, all of such
      Franchisee’s Tag-Along Rights (the “Acquired
      Tag-Along Rights”).
      MFFB
      shall immediately, upon and subject to the Closing, convey all of the Acquired
      Tag-Along Rights to NexCen. NexCen will then terminate such Acquired Tag-Along
      Rights and such rights will no longer be of any force and effect.

     

    3. Release.

     

    (a) (i)
      In
      addition to the acquisition of the Acquired Tag-Along Rights pursuant to Section
      2 of this Agreement and subject to the Closing occurring, and in consideration
      of the Undertakings and payment of the Release Consideration, each Franchisee
      and each Franchisee Principal, on behalf of themselves, any predecessor or
      other
      past, current or future direct or indirect investors in or directors, officers
      and employees of the Franchisee and each such person's successors and assigns
      (collectively with each Franchisee and the Franchisee Principal, the
      "Releasor
      Group")
      hereby
      agrees, upon the Closing, to release any and all rights, causes and actions,
      whether or not known or anticipated, that any member of the Releasor Group
      may
      have, directly or indirectly, against NexCen, Mrs. Fields, Capricorn, Cookies
      USA, or GACC and any of their respective past, current or future direct or
      indirect investors, lenders, affiliates, directors, officers or employees or
      any
      such person's successors and assigns (collectively, the "Releasees")
      arising out of or otherwise relating to, directly or indirectly, the 1998
      Settlement Agreements, including but not limited to any rights that may be
      associated with the Tag-Along Rights that are not otherwise acquired by MFFB
      pursuant to Section 2 of this Agreement. Each member of the Releasor Group
      further agrees and acknowledges that, upon the Closing, the 1998 Settlement
      Agreements will terminate and be of no further force and effect and any and
      all
      rights of the Releasor Group thereunder shall be extinguished; and

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (ii)
      In
      consideration of the various undertakings reflected in this Agreement, the
      GACC
      Association, on the one hand, and, on the other hand, NexCen, GAACF, MFFB,
      MFOC,
      each Franchisee and Franchisee Principal, and in respect to all such parties
      and
      each of their respective affiliates, successors and assigns, each of their
      respective officers, directors, agents, employees and members, do hereby release
      and forever discharge any and all rights, claims, causes and actions, whether
      or
      not known or anticipated, which any of them has or may have, directly or
      indirectly, against any or all of the rest of them, as of the Closing Date,
      arising out of, relating to, or in connection with any matter, undertaking
      or
      transaction described in this Agreement.

     

    (b) The
      members of the Releasor Group understand and agree that this Section 3 is a
      full
      and final release applicable to all unknown and unanticipated claims, as well
      as
      those known or disclosed, and in consideration of and as an inducement for
      the
      Undertakings and payment of the Release Consideration, the members of the
      Releasor Group hereby expressly waive all rights or benefits which they now
      have
      or may in the future have against any of the Releasees under the provisions
      of
      Section 1542 of the California Civil Code, which section provides that "a
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known to him must have materially affected his settlement with the debtor",
      or
      of provisions of similar import under the laws of other
      jurisdictions.

     

    4. Release
      Consideration.
      As
      consideration for the acquisition of the Acquired Tag-Along Rights pursuant
      to
      Section 2 of this Agreement and the release provided in Section 3 and subject
      to
      the Closing occurring, each of MFFB or NexCen, as applicable, shall pay each
      Franchisee the amounts set forth below (the "Release
      Consideration"):

     

    (a) Within
      three (3) Business Days following the Closing Date, MFFB shall pay to each
      Franchisee, by wire transfer of immediately available funds to each applicable
      Franchisee Account, such Franchisee's Pro Rata Share of Six Million Seven
      Hundred Thousand Dollars ($6,700,000);

     

    (b) Within
      five (5) Business Days following the Closing Date, NexCen shall deliver to
      each
      Franchisee a Warrant representing such Franchisee's Pro Rata Share of Three
      Hundred Thousand (300,000) shares of NexCen common stock; provided,
      that
      NexCen shall not be obligated to issue any Warrant to any Person who has not
      completed an accredited investor questionnaire; and

     

    (c) Following
      the Closing Date, NexCen shall credit each Franchisee who elects to enter into
      a
      New Franchise Agreement with NexCen its Pro Rata Share of One Million Dollars
      ($1,000,000) towards any Initial Franchise Fees payable under such New Franchise
      Agreement, on one or more New Franchise Agreements, until such Pro Rata Share
      is
      exhausted ("Franchise
      Credit"),
      which, if permitted by applicable law, Franchise Credit may be transferred
      by
      such Franchisee, subject to NexCen's prior written approval, which shall not
      be
      unreasonably refused, conditioned, or delayed if such transferee meets NexCen’s
      franchisee criteria applicable to such Franchise; provided,
      however,
      that
      the Franchise Credit shall not reduce the Initial Franchise Fee payable under
      any New Franchise Agreement to less than One Thousand Dollars ($1,000);
provided,
      further,
      that
      the Franchise Credits shall expire, if not otherwise used, on the two (2) year
      anniversary of the Closing Date. 

     

    5. NexCen
      Undertakings.
      NexCen
      hereby agrees, subject to and following the Closing Date, for the benefit of
      each Franchisee as follows (each an “Undertaking,”
and
      collectively, the “Undertakings”):

     

    (a) NexCen
      will agree to maintain product and development support and marketing expenses
      for the Products consistent with the average level of expenditure in calendar
      years 2001, 2002, 2003, 2004 and 2005. Notwithstanding the foregoing, if
      marketing fund contributions are lower than average expenditures in calendar
      years 2001, 2002, 2003, 2004 and 2005, and/or the total number of GACCF units
      decrease, then marketing expenditures may be adjusted
      proportionately.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (b) NexCen
      will provide the GACC Association (1) timely notice of any material change
      proposed by NexCen or its Affiliates to the GAC Franchise Agreement and (2)
      the
      opportunity to consult with NexCen or its Affiliates, as applicable, regarding
      such change. NexCen or its Affiliate, as applicable, will consider, in good
      faith, all comments made by the GACC Association regarding proposed changes
      to
      the GAC Franchise Agreement. 

     

    (c) Provided
      that the GACC Association continues to represent a majority of the GAC Brands'
      franchise stores and its board of directors is elected through democratic
      procedures, NexCen or its Affiliates, as applicable, will (1) recognize the
      GACC
      Association, and (2) provide the GACC Association with notice of all material
      matters directly affecting the GAC Franchise and the opportunity to consult
      with
      NexCen regarding such matters. NexCen will consider, in good faith, all comments
      made by the GACC Association regarding such matters. 

     

    (d) The
      parties' shared intent is to preserve the "Great American" brand and system
      as a
      discrete and competitive system, whether as stand-alone "Great American" outlets
      or as co-branded outlets with one or more other brands approved by NexCen.
      Therefore, NexCen or its Affiliate, as applicable, agrees to maintain the
      primary GACC products (the "Products")
      and
      primary marks and designs associated with the GAC Brands (the "Marks")
      for
      three (3) years following the Closing (the “Brand
      Maintenance Period”).
      After
      the Brand Maintenance Period, NexCen or its Affiliate, as applicable, agrees
      to
      maintain the Products and Marks, unless NexCen or its Affiliate, as applicable,
      (i) determines in good faith that changes to the Products and/or the Marks
      are
      necessary in order to satisfy then-current market demands; (ii) proposes to
      sell
      or otherwise transfer, in a single transaction or series of transactions, to
      an
      unaffiliated party all, or substantially all, of the rights related to the
      GAC
      Franchise, including the Products and/or Marks; or (iii) obtains the approval
      of
      any changes to the Products and/or Marks from either (A) the GACC Association
      or
      (B) the owners of a majority of franchised Great American Cookie outlets;
provided,
      that
      NexCen and the GACC Association agree to meet and discuss in good faith any
      proposed change to the Products and/or the Marks as set forth in Section 5(d)(i)
      or Section 5(d)(iii) above; provided,
      further,
      that,
      after the Brand Maintenance Period, NexCen or its Affiliate, as applicable,
      will
      use their good faith efforts to provide the GACC Association with ninety (90)
      days notice prior to any change to the Products and/or Marks. Notwithstanding
      anything to the contrary, NexCen agrees to meet in good faith with the Executive
      Committee of the GACC Association to discuss any disposition of the GAC
      Franchise pursuant to Section 5(d)(ii) above; provided,
      that
      each member of the Executive Committee of the GACC Association enter into a
      non-disclosure agreement reasonably satisfactory to NexCen prior to any
      meetings; provided,
      further,
      that
      NexCen shall not be required to meet with the Executive Committee of the GACC
      Association if NexCen is advised by counsel that such meeting would breach
      any
      obligation or applicable law or other directive to which NexCen is
      subject.

     

    (e) The
      profit margin for the batter facility that will be provided to each Franchisee
      by NexCen or its Affiliates for use in the GAC Franchise will remain at forty
      percent (40%) or less for the two (2) years following the Closing. For purposes
      of the foregoing, it is agreed that costs taken into account shall consist
      of
      only ingredients, utilities, labor and other direct or indirect costs. The
      compliance of NexCen or its Affiliates, as applicable, with this Section 5(e)
      will be subject to verification, upon at least sixty (60) days prior written
      request by the GACC Association, by NexCen’s independent auditors in connection
      with their annual audit of NexCen’s financial statements.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (f) Notwithstanding
      anything set forth in Section 9 of the Warrant, the Company shall use its
      reasonable good faith efforts to effect the registration of the Warrant Shares
      (as defined in the Warrant) on the Registration Statement on Form S-3 that
      will
      be filed in connection with certain shares of NexCen being offered to the
      sellers under the Asset Purchase Agreement.

     

    6. Franchisee
      Undertakings.
      Notwithstanding anything set forth in any GAC Franchise Agreement, each
      Franchisee agrees that on the tenth day of each month following the Closing
      Date
      (each a "Payment
      Date")
      until
      the sixtieth (60th) month
      following the Closing Date, each Franchisee shall pay to NexCen or its
      Affiliates, an increased royalty payment under each GAC Franchise Agreement
      (each, an "Increased
      Royalty Payment").
      The
      Increased Royalty Payment shall be payable by each Franchisee on each Payment
      Date, by electronic funds transfer which will be drafted by NexCen along with
      the monthly royalty fee then due, and the amount due from each Franchisee on
      each Payment Date shall equal one-sixtieth (1/60) of such Franchisee's Royalty
      Payment received by such Franchisee. Notwithstanding anything to the contrary
      set forth herein or in any GAC Franchise Agreement, if a Franchisee ceases
      to be
      a party to a GAC Franchise Agreement in effect as of the date hereof, such
      Franchisee shall immediately pay NexCen an amount equal to the difference
      between (x) such Franchisee's Royalty Payment in respect to such GAC Franchise
      Agreement minus
      (y) any
      Increased Royalty Payments previously made by such Franchisee under this Section
      6 in respect to such GAC Franchise Agreement.

     

    7. Franchisee
      Representations and Warranties. 

     

    (a) Each
      Franchisee and each Franchisee Principal hereby represents and warrants that
      (i)
      this Agreement has been approved by all necessary action required to make it
      a
      valid and binding obligation of such Franchisee, such Franchisee Principal
      and
      all the other members of the Releasor Group, as the case may be, (ii) this
      Agreement is the valid, binding and legal obligation of such Franchisee, such
      Franchisee Principal and all other members of the Releasor Group, as the case
      may be, (iii) such Franchisee or Franchisee Principal, as the case may be,
      is
      acquiring the Warrants solely for its own account for investment purposes and
      not with a view to the distribution thereof.

     

    (b) 
      Each
      Franchisee, either alone or together with its respective Purchaser
      Representative, has received certain information, including but not limited
      to
      the Settlement and Release Disclosure Package and Memorandum dated December
      13,
      2007, concerning NexCen and has had the opportunity to obtain additional
      information and ask any questions it has desired in order to evaluate the merits
      and risks inherent in receiving the Warrants.

     

    (c) No
      Franchisee was offered or sold the Warrants directly or indirectly, by means
      of
      any form of general advertising or general solicitation, including, but not
      limited to (i) any advertisement, article, notice, or other communication
      published in a newspaper, magazine, or similar medium of communication or
      broadcast over television or radio; or (ii) to the knowledge of such Franchisee,
      any seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising.

     

    (d) Each
      Franchisee (i) can bear the economic risk of the investment in the Warrants,
      including the total loss of such Franchisee’s investment; (ii) has such
      knowledge and experience in business and financial matters as to be capable
      of
      evaluating the merits and risks of an investment in the Warrants; and (iii)
      understands the non-liquid nature of an investment in the Warrants. Each
      Franchisee acknowledges and understands that the Warrants are a speculative
      investment that involve a high degree of risk and there can be no guarantee
      of
      the amount or type of profit, if any, to be realized as a result of an
      investment in the Warrants.

     

    (e) Each
      Franchisee acknowledges that NexCen is relying on exemptions from the
      registration requirements of the Securities Act and afforded by applicable
      state
      statutes and regulations. Each Franchisee understands that the Warrants will
      not
      be registered under the Securities Act or the securities laws of any state
      and
      are subject to restrictions on transfer.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (f) No
      Franchisee that is a corporation, partnership or other entity was organized
      for
      the specific purpose of acquiring the Warrants.

     

    (g) Each
      Accredited Franchisee represents and warrants that it is an “accredited
      investor,” as defined in Regulation D promulgated under the Securities
      Act.

     

    8. Purchaser
      Representative.
      Each
      Other Franchisee hereby represents and warrants that it has irrevocably
      designated and appointed the person set forth opposite such Other Franchisee’s
      name on Schedule II hereto as its Purchaser Representative. Each Other
      Franchisee intends to rely on its respective Purchaser Representative to assist
      the undersigned in evaluating the risks and merits of an investment in the
      Warrants.

     

    9. Miscellaneous.
      This
      Agreement may be executed in one or more counterparts, may not be changed orally
      and is made and shall be governed by and construed in all respects in accordance
      with the laws of the State of Delaware, without regard to the principles of
      conflicts of laws thereof which might refer such interpretation to the laws
      of a
      different state or jurisdiction. This Agreement benefits and binds the parties
      hereto and, subject to Section 4, their respective successors and assigns.
      Notices hereunder shall be in writing and addressed to the address indicated
      below or to such other address as the intended recipient has specified in
      writing, and (assuming actual receipt) are deemed given when delivered in
      person, one business day after being sent by telecopier or by overnight express
      mail service, or four (4) Business Days after being sent by mail. All disputes
      arising in connection with the interpretation, performance and enforcement
      of
      this Agreement shall be resolved through binding arbitration under the Federal
      Arbitration Act and conducted by the American Arbitration Association under
      its
      rules for commercial arbitration, provided that the arbitrator may award
      reasonable fees and costs to the prevailing party. Arbitration shall take place
      in the state where the respondent's principal place of business is located.
      Except as expressly provided herein to the contrary, each GAC Franchise
      Agreement shall remain in full force and effect in accordance with and subject
      to its respective terms and conditions. Nothing in this Settlement and Release
      Agreement alters the terms or status of any agreement of any Great American
      franchisee who is not party to this Agreement. The GACC Association is an
      intended third party beneficiary of Section 5 of this Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
      first above written.

     

    
      
        	 	NEXCEN
                BRANDS, INC.,
	 	a
                Delaware corporation
	 	 
	
                 

              	
                By:

              	
                /s/
                  Robert D’Loren

              
	 	 	
                Name:  
                  Robert D’Loren

              
	 	 	
                Title:    
                  President
                  and Chief Executive Officer

              
	 	 	 
	 	GREAT
                AMERICAN COOKIE COMPANY FRANCHISING, LLC,
	 	a
                Delaware limited liability company
	 	 	 
	
                 

              	By:	
                /s/
                  Michael Ward

              
	 	 	
                Name:  
                  Michael
                  Ward

              
	 	 	
                Title:    
                  Executive
                  Vice President

              
	 	 	 
	 	MRS.
                FIELDS FAMOUS BRANDS, LLC,
	 	a
                Delaware limited liability company
	 	 	 
	
                 

              	
                By:

              	
                /s/
                  Michael Ward

              
	 	 	
                Name:  
                  Michael
                  Ward

              
	 	 	
                Title:    
                  Executive
                  Vice President

              
	 	 	 
	 	MRS.
                FIELDS' ORIGINAL COOKIES, INC.,
	 	a
                Delaware corporation
	 	 	 
	
                 

              	
                By:

              	
                /s/
                  Michael Ward

              
	 	 	
                Name:  
                  Michael
                  Ward

              
	 	 	
                Title:    
                  Executive
                  Vice President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	BATCHES
                OF COOKIES, INC.
	 	 	 
	 	By:	/s/
                Jeffery Bryan
	 	 	Name:   Jeffery
                Bryan
	 	 	Title:     President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	D&J
                ALL CORPORATION
	 	 	 
	 	By:	/s/
                Richard Allen
	 	 	Name:   Richard
                Allen
	 	 	Title:     President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	DPD
                COOKIES OF ORLANDO, INC.
	 	 	 
	 	By:	/s/
                David P. Duvall
	 	 	Name:  
                David P. Duvall
	 	 	Title:     President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                WOLFTEAM
                  LLC

              
	 	 	 
	 	By:	/s/
                Sean Faulk
	 	 	Name:  
                Sean Faulk
	 	 	Title:    
                Owner


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	GILREATH
                ENTERPRISES, INC.
	 	 	 
	 	By:	/s/
                Scott Gilreath
	 	 	Name:  
                Scott Gilreath
	 	 	Title:     Owner/President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	HALLIE
                COOKIE CO., INC.
	 	 	 
	 	By:	/s/
                Robert Mulliniks
	 	 	Name:  
                Robert Mulliniks
	 	 	Title:    
                V.P.


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	JERMAN
                COOKIE CO., LP
	 	 	 
	 	By:	/s/
                J.L. Jerman II
	 	 	Name:  
                J.L. Jerman II
	 	 	Title:     CEO


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	J-TEAM,
                INC.
	 	 	 
	 	By:	/s/
                D. Craig Jones
	 	 	Name:   D.
                Craig Jones
	 	 	
                Title:    
                  President

              
	 	 	 
	 	By:	/s/
                Kathy R. Jones
	 	 	Name:  
                Kathy R. Jones
	 	 	Title:    
                Partner


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                J-TEAM
                  AND RUPPS (GENERAL
PARTNERSHIP)

              
	 	 	 
	 	By:	/s/
                D. Craig Jones
	 	 	
                Name:  
                  D. Craig Jones

              
	 	 	Title:    
                President
	 	 	 
	
                 

              	
                By:

              	/s/
                Kathy R. Jones
	 	 	Name:  
                Kathy R. Jones
	 	 	Title:    
                Partner
	 	 	 
	 	By:	/s/
                Chad A. Rupp
	 	 	Name:   Chad
                A. Rupp
	 	 	Title:    
                Partner
	 	 	 
	 	By:	/s/
                Amy J. Rupp
	 	 	Name:   Amy
                J. Rupp
	 	 	Title:    
                Partner


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	/s/
                Ken Miller
	 	 	KEN
                MILLER
	 	 	 
	 	 	/s/
                Nancy Miller
	 	 	NANCY
                MILLER


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	THE
                COOKIE PLACE, INC.
	 	 	 
	 	By:	/s/
                Jeff Pizitz
	 	 	
                Name:   Jeff
                  Pizitz

              
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	TEXAS
                STAR COOKIE CO LLC
	 	 
	 	By:	/s/
                Walter Wayne Woods
	 	 	Name:   Texas
                Star Cookie Co. LLC
	 	 	Title:     Owner/Franchisee


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	GARMON
                ENTERPRISES II, INC.
	 	 
	 	By:	
                /s/Paul
                  A. Montalvo Jr.

              
	 	 	Name:  
                Paul A. Montalvo Jr.
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	COOKIE
                BAKER PARTNERS, LP
	 	 	 
	 	By:	/s/
                Herbert W. Perlich
	 	 	Name:   Herbert
                W. Perlich
	 	 	Title:    
                Franchisees
	 	 	 
	 	By:	/s/
                Barbara A. Perlich
	 	 	Name:  
                Barbara A. Perlich
	 	 	Title:     Franchisees


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	SAC
                ENTREPRENEURS PARTNERS LTD.
	 	 	 
	 	By:	/s/
                Brian Selden
	 	 	Name:  
                Brian Selden
	 	 	Title:     General
                Partner


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	DOUGH
                ROLLERS TOO, LLC
	 	 	 
	 	By:	/s/
                Jeremy Roy
	 	 	Name:  
                Jeremy Roy
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	DOUGH
                ROLLERS, LTD.
	 	 	 
	 	By:	/s/
                Brian Selden
	 	 	
                Name:  
                  Brian Selden

              
	 	 	Title:    
                General Partner


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	BATTER
                UP, LLC
	 	 	 
	 	By:	/s/
                Brian Selden
	 	 	Name:  
                Brian Selden
	 	 	Title:     V.P.


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	ROLLING
                IN DOUGH COOKIE CO.
	 	 	 
	 	By:	/s/
                Katherine Shell
	 	 	Name:   Katherine
                Shell
	 	 	Title:    
                Vice President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	HEM
                CHELA CORP.
	 	 	 
	 	By:	/s/
                Bachu Solanki
	 	 	Name:   Bachu
                Salanki
	 	 	Title:    
                President
	 	 	 
	 	By:	/s/
                Geeta Solanki
	 	 	Name:  
                Geeta Salanki
	 	 	Title:     V.P.


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	MUBARAK
                INVESTMENTS CORP.
	 	 	 
	 	By:	/s/
                Sonney Daharani
	 	 	Name:  
                S. Daharani
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	BARAKAH,
                INC.
	 	 	 
	 	By:	/s/
                Sonney Daharani
	 	 	Name:  
                S. Daharani
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                CACTUS
                  COOKIES, INC.

              
	 	 	 
	 	By:	/s/
                Michael J. Solomon
	 	 	Name:  
                Michael J. Solomon
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                WILLS
                  COOKIE STORES LTD.

              
	 	 	 
	 	By:	/s/
                J. M. Wills
	 	 	Name:
	 	 	Title:    
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                COOKIE
                  ASSOCIATES, LTD.

              
	 	 	 
	 	By:	Doc
                & Associates, Ltd., its General Partner
	 	 	 
	 	By: 	LJC
                Management, Inc., its General Partner
	 	 	 
	 	By: 	/s/
                Lawrence J. Cohen
	 	 	Name:  
                Lawrence J. Cohen
	 	 	Title:    
                President