<PAGE>

                                 SIXTH AMENDMENT

         This Sixth Amendment (this "Amendment") is entered into as of June 28,
2001 by and among Fannie May Holdings, Inc., a Delaware corporation
("Holdings"), Archibald Candy Corporation, an Illinois corporation, as successor
by merger to FMCAN Acquisition Corp. (the "Company"), and the persons named on
the signature pages hereof (the "Purchasers"), and amends the Securities
Purchase Agreement entered into as of October 30, 1991 among Holdings, the
Company and the Purchasers (as amended by the First Amendment thereto dated as
of September 18, 1992, the Second Amendment thereto dated as of August 12, 1994,
the Third Amendment thereto dated as of July 2, 1997, the Fourth Amendment
thereto dated as of October 31, 1998, and the Fifth Amendment thereto dated as
of May 8, 1999, and as otherwise amended, modified and supplemented prior to the
date hereof, the "Securities Purchase Agreement"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Securities Purchase Agreement.


                                    RECITALS

         A. The Company is party to an Amended and Restated Credit Agreement
dated as of July 2, 1997 with Bank One, NA (formerly known as The First National
Bank of Chicago), as agent and a lender thereunder, and Fleet Business Credit
Corporation, as a lender thereunder (as amended, modified and supplemented prior
to the date hereof, the "Existing U.S. Credit Agreement").

         B. Archibald Candy (Canada) Corporation, a Canadian corporation
("Archibald Canada") that is a wholly-owned subsidiary of the Company, is party
to a Credit Agreement dated July 30, 1999 with Bank One, NA (formerly known as
First Chicago NBD Bank, Canada) (as amended, modified and supplemented prior to
the date hereof, the "Existing Canadian Credit Agreement"; together with the
Existing U.S. Credit Agreement, the "Existing Credit Agreements").

         C. The Company and all of its other subsidiaries are guarantors of
Archibald Canada's obligations under the Existing Canadian Credit Agreement.

         D. The Company and Sweet Factory, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company, desire to enter into a new credit
agreement with The CIT Group/Business Credit, Inc. and/or other lenders (as may
be amended, modified or supplemented from time to time, the "New Credit
Facility"), pursuant to which, subject to certain limitations, the Company may
borrow from time to time up to an aggregate amount of $30.0 million and the
proceeds of which may be used, among other things, to (i) refinance the
indebtedness under the Existing Credit Agreements, (ii) provide additional funds
for the working capital and general corporate needs of the Company and its
subsidiaries, and (iii) pay fees and expenses incurred in connection with the
negotiation, documentation and entering into of the New Credit Facility. It is a
condition to the closing of the New Credit Facility that the parties hereto
enter into this Amendment.

         E. Holdings desires to enter into an agreement with the holders of the
Seller Preferred Stock substantially in the form of EXHIBIT A hereto (the
"Senior Preferred Amendment

<PAGE>

Agreement"), pursuant to which, among other things, such holders will agree to
(i) extend the date for Holdings' mandatory redemption of the Seller Preferred
Stock beyond August 31, 2001, (ii) terminate as of August 31, 2000, the accrual
of dividends on the Seller Preferred Stock and (iii) a redemption in full of the
Seller Preferred Stock by no later than January 15, 2006, with annual
installments in the amounts set forth in the Senior Preferred Amendment
Agreement beginning on January 15, 2002.

         F. Holdings, the Company and the Purchasers desire to set forth herein
the Purchasers' consent to Holdings' and the Company's entering into the Senior
Preferred Amendment Agreement and all actions contemplated thereby.

         G. Holdings, the Company and the Purchasers desire to amend the
Securities Purchase Agreement to provide the TCW Entities with certain
additional rights in the event that the Junior Preferred Shares and the Common
Shares owned by the TCW Entities are not redeemed in accordance with Section
6.8(a) of the Securities Purchase Agreement.

         I. Holdings, the Company and the Purchasers also desire to amend the
Securities Purchase Agreement and Holdings' certificate of incorporation to
extend the mandatory redemption date for the Junior Preferred Shares and the
Jordan Junior Preferred Stock from November 1, 2001 until March 15, 2006.

         J. Holdings desires to enter into an agreement with the holders of its
Junior Class B PIK Preferred Stock substantially in the form of EXHIBIT B hereto
(the "Junior Class B Preferred Amendment Agreement"), pursuant to which, among
other things, such holders will agree to extend the mandatory redemption date
therefor from November 1, 2001 until March 15, 2006.

         K. Holdings, the Company and the Purchasers desire to set forth herein
the Purchasers' consent to Holdings' and the Company's entering into the Junior
Class B Preferred Amendment Agreement and all actions contemplated thereby.

         L. Holdings, the Company and the Purchasers also desire to set forth
herein the Purchasers' consent to the May 31, 2001 sale by the Company of its
store located at the intersection of Randolph and Wabash Streets in Chicago,
Illinois (the "Sale of Store No. 112").

         NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, the undersigned hereby agree as follows:

         1. Section 1 of the Securities Purchase Agreement is hereby amended by
amending and restating the definition of "Credit Facility" in its entirety to
read as follows:

         "Credit Facility" means the "New Credit Facility" described in the
         Recitals to the Sixth Amendment.

         2. Section 1 of the Securities Purchase Agreement is hereby further
amended by adding the following definitions:


                                      -2-
<PAGE>

         "Junior Class B Preferred Amendment Agreement" means the "Junior Class
         B Preferred Amendment Agreement" described in the Recitals to the Sixth
         Amendment."

         "Senior Preferred Amendment Agreement" means the "Senior Preferred
         Amendment Agreement" described in the Recitals to the Sixth Amendment.

         "Sixth Amendment" means the Sixth Amendment to this Agreement, dated as
         of June 28, 2001.

         3. Section 6.8(a) of the Securities Purchase Agreement is hereby
amended and restated in its entirety as follows:

                  "(a) At any time, or from time to time, after the earlier of
         (x) June 30, 2003, (y) the date immediately preceding the date of the
         consummation of an Exit Event or (z) the first date as of which the
         Notes shall have been paid in full and all Junior Preferred Shares have
         been redeemed, at the request of a Requesting Holder, Holdings shall
         redeem the number of Common Shares and Junior Preferred Shares held by
         such Requesting Holder which such Requesting Holder requests to be
         redeemed. Any notice of redemption by a Requesting Holder shall be in
         writing and shall also state the number of Common Shares and Junior
         Preferred Shares to be redeemed. Upon receipt of any such request by a
         Requesting Holder, Holdings shall promptly give notice of such proposed
         redemption to all other Holders. Each such other Holder may elect to
         include its Common Shares and Junior Preferred Shares in the redemption
         to be made pursuant to this Section 6.8(a) by so notifying Holdings
         within 15 days after receipt of the notice referred to in the
         immediately preceding sentence. Holdings shall notify all Holders in
         writing of the proposed occurrence of an Exit Event as soon as
         reasonably practicable but in no event later than 45 days prior to the
         consummation of such Exit Event. In the case of any redemption in
         connection with an Exit Event, any Requesting Holder shall notify
         Holdings of its desire to cause a redemption under Section 6.8(a) as
         soon as it is reasonably practicable but in no event shall such notice
         be provided later than 15 days prior to the consummation of such Exit
         Event. Notwithstanding the foregoing, Holdings shall not be required to
         redeem Common Shares or Junior Preferred Shares pursuant to this
         Section 6.8(a) (i) if the request for such redemption is made after the
         date on which Holdings shall have consummated one or more registered
         public offerings of its equity securities with aggregate net proceeds
         to Holdings and the selling shareholders of at least $15,000,000 or
         (ii) if any request for redemption occurs within 365 days of any
         previous request for redemption and Holdings shall have redeemed all
         Common Shares and Junior Preferred Shares covered by (or included with)
         such previous request."

         4. Section 6.8(b) of the Securities Purchase Agreement is hereby
amended by adding the following to the end thereof:


                                      -3-
<PAGE>

         "The redemption price payable by Holdings upon any redemption of Junior
         Preferred Shares pursuant to Section 6.8(a) shall be the liquidation
         preference of such Junior Preferred Shares as determined pursuant to
         Section 1.3 of the Certificate of Designation for the Junior Preferred
         Stock.

         5. Section 6.8(d) of the Securities Purchase Agreement is hereby
amended by amending and restating in its entirety the last paragraph thereof as
follows:

         "If any Holder which has elected to include any Common Shares or Junior
         Preferred Shares held by it in a redemption to be made pursuant to a
         redemption notice described in the first sentence of this Section
         6.8(d) refuses to permit, or otherwise to participate in, a proposed
         Sale, and such proposed Sale was not consummated solely by means of
         such refusal, then such Holder shall be deemed to have withdrawn its
         election to include its Common Shares or Junior Preferred Shares in
         such redemption."

         6. Section 6.8(f) of the Securities Purchase Agreement is hereby
amended and restated in its entirety as follows:

         "Anything in this Section 6.8 to the contrary notwithstanding, Holdings
         shall not be required to redeem Common Shares or Junior Preferred
         Shares to the extent that Holdings is prohibited by applicable statutes
         relating to insolvency or to the maintenance of adequate stated or
         legal capital or transfers for equivalent value from (i) effecting such
         a redemption and (ii) revaluing its assets or otherwise generating or
         creating surplus sufficient to permit such a redemption. In the event
         that Holdings is so prohibited from effecting such a redemption,
         Holdings shall use all funds that are legally available to effect such
         a purchase ratably from the Holders in proportion to the aggregate
         amounts due to them, subject to the preferential liquidation rights set
         forth in Holdings' Certificate of Incorporation. Any Holder may, with
         respect to all Common Shares or Junior Preferred Shares proposed to be
         redeemed but not redeemed by reason of this Section 6.8(f), elect
         either (i) to rescind such Holder's request that Holdings redeem the
         Common Shares and Junior Preferred Shares (in which event the Holders
         shall have no liability for the expenses of Holdings) or (ii) to leave
         such request in place, in which case Holdings shall, as soon as funds
         are legally available, pay to such Holder the redemption price for the
         Common Shares and Junior Preferred Shares redeemed by such Holder
         (determined as of the date redemption would have been required but for
         this Section 6.8(f)), together with interest thereon at a rate of 16%
         per annum, compounded semi-annually, from the date redemption would
         have been required but for this Section 6.8(f) (it being agreed that to
         the extent necessary to avoid double counting, such interest on the
         redemption price for the Junior Preferred Shares shall be reduced by
         any dividends thereon from such date)."

         7. Section 6.9 of the Securities Purchase Agreement is hereby amended
by adding the following to the end thereof:


                                      -4-
<PAGE>

         "In the event that within ninety (90) days of the receipt by Holdings
         of a notice of redemption by a TCW Entity in accordance with Section
         6.8(a) Holdings has not redeemed in full all Junior Preferred Shares
         and Common Shares owned by the TCW Entities with respect to which such
         notice of redemption has been given, and paid in full the redemption
         price therefore, then (regardless of whether such failure to redeem and
         pay is a result of law, statute, or agreement, or the failure to
         determine the redemption price or any other factor whatsoever), unless
         the holders of the Seller Preferred Stock shall have elected a director
         pursuant to Section 1.6 of the Certificate of Designation for the
         Seller Preferred Stock and such director shall continue to serve as a
         director of Holdings, the holders of Class D Common Shares shall be
         entitled to elect a director who shall have 51% of the total voting
         power of the Board of Directors of Holdings for the purpose of pursuing
         an Exit Event or like transaction; it being understood that in the
         event of an Exit Event or like transaction proposed by such director
         elected by the holders of Class D Common Shares, the TCW Entities shall
         be considered to be a "Proposing Holder" and a "Proposed Transferor"
         for all purposes under the Shareholders Agreement with respect to such
         transaction; provided, that the right to elect a director who shall
         have 51% of the total voting power of the Board of Directors of
         Holdings shall terminate on the date that is one year from the date on
         which the director so designated takes office unless the director is
         diligently pursuing in good faith an Exit Event or like transaction, in
         which event, the right to elect such director shall continue so long as
         the director is diligently pursuing in good faith an Exit Event or like
         transaction."

         8. Section 7.1 of the Securities Purchase Agreement is hereby amended
by adding the following new clause (iv) to the end thereof and deleting the word
"and" where it appears immediately preceding "(iii)":

         "; and (iv) FMCAN may make distributions, dividends and/or payments to
         Holdings in order to allow Holdings to (and Holdings may) redeem the
         Seller Preferred Stock in accordance with its terms as in effect on the
         date of the Sixth Amendment, after giving effect to the transactions
         contemplated by the Senior Preferred Amendment Agreement"

         9. Section 7.4(b) of the Securities Purchase Agreement is hereby
amended to read "30,000,000" rather than "25,000,000".

         10. Section 7.8(d) of the Securities Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

         "(d) sales of assets at a price not less than the fair market value
         that, in the aggregate, do not constitute a Significant Portion of the
         assets of Holdings or any of its Subsidiaries."

         11. The TCW Entities hereby give notice pursuant to Section 7.2 of the
Securities Purchase Agreement that they are requiring the accrual and deferral
of the payments to be made pursuant to the terms of the TJC Agreement. Holdings,
the Company and the Purchasers


                                      -5-
<PAGE>

agree that no payments due and payable under the TJC Agreement, including any
accrued and deferred payments, shall be made unless and until the TCW Entities
have received in cash (i) with respect to each Junior Preferred Share
beneficially owned by the TCW Entities, the liquidation preference, together
with all accrued and unpaid dividends thereon, and (ii) with respect to each
Common Share beneficially owned by the TCW Entities, the Preferred Return in
respect of such Common Share. The parties hereto agree that no payments made
pursuant to the terms of the Tax Sharing Agreement shall be made to any entity
other than Holdings or a wholly-owned subsidiary of Holdings.

         12. In consideration of the representations, warranties, covenants and
agreements of Holdings and the Company set forth in this Amendment, the
Purchasers hereby:

             (a)      consent to each of the following:

                      (i)      the execution, delivery and performance of, and
                               the consummation of the transactions contemplated
                               by, the New Credit Facility (including the
                               incurrence of indebtedness, the granting of
                               security interests, the creation of Liens and the
                               payment of fees and expenses related thereto) and
                               the repayment of all outstanding indebtedness
                               under the Existing Credit Agreements;

                      (ii)     Holdings' and the Company's entering into the
                               Senior Preferred Amendment Agreement and all
                               actions contemplated thereby;

                      (iii)    Holdings' and the Company's entering into the
                               Junior Class B Preferred Amendment Agreement and
                               all actions contemplated thereby;

                      (iv)     the amendment of Section 1.5(b) of the
                               Certificate of Designation for the Junior
                               Preferred Shares to change the date set forth
                               therein from "November, 2001" to "March 15,
                               2006"; and

                      (v)      the Sale of Store No. 112.

              (b)     consent to, and waive any requirement set forth in the
         Certificate of Designation for the Junior Preferred Shares for a
         separate written consent, or a vote at a meeting, of holders of Junior
         Preferred Shares with respect to the amendment of the Certificate of
         Designation for the Junior Preferred Shares as set forth herein and as
         reflected in EXHIBIT C hereto;

              (c)     acknowledge that they have not made any request for
         redemption pursuant to Section 6.8 of the Securities Purchase
         Agreement; and

              (d)     waive any Event of Default under the provisions of the
         Securities Purchase Agreement that would be deemed to result
         exclusively from such


                                      -6-
<PAGE>

         execution, delivery, performance and consummation of the transactions
         described in clause (a) of this paragraph 12.

         13. To induce the Purchasers to enter into this Amendment, Holdings and
the Company, jointly and severally, represent and warrant to each Purchaser that
the following statements are true, correct and complete as of the date hereof:

              (a)     Each of Holdings and the Company has all requisite
         corporate power and authority to enter into this Amendment and to
         perform its obligations under the Securities Purchase Agreement as
         amended by this Amendment (the "Amended Agreement").

              (b)     The execution and delivery of this Amendment has been duly
         authorized by all necessary corporate action by Holdings and the
         Company.

              (c)     The execution and delivery by each of Holdings and the
         Company of this Amendment and the performance by Holdings and the
         Company of their respective obligations under the Amended Agreement do
         not and will not (i) violate any provision of any law, rule or
         regulation applicable to Holdings, the Company or any of their
         respective Subsidiaries, the organizational documents of Holdings, the
         Company or any of their respective Subsidiaries or any order, judgment
         or decree of any court or any agency or government binding on Holdings,
         the Company or any of their respective Subsidiaries, (ii) conflict
         with, result in a breach of, or constitute a default under, any
         contractual obligation of Holdings, the Company or any of their
         respective Subsidiaries, (iii) result in or require the creation or
         imposition of any Lien upon any of their properties or assets (other
         than Liens created pursuant to the Senior Financing Documents or the
         Indenture), or (iv) require any approval of stockholders or any
         approval or consent of any Person under any contractual obligation of
         Holdings, the Company or any of their respective Subsidiaries, except
         approvals and consents which have been obtained on or before the date
         hereof.

              (d)    This Amendment and the Amended Agreement are the legally
         valid and binding obligations of each of Holdings and the Company
         enforceable against such entity in accordance with their respective
         terms.

              (e)     No event has occurred and is continuing which would
         constitute an Event of Default.

         14. Promptly following the date hereof, Holdings shall file a copy of
the Amendment of the Certificate of Designation for the Junior Preferred Shares
in the form set forth in EXHIBIT C hereto with the Secretary of State of the
State of Delaware.

         15. Except as specifically amended by this Amendment, the Securities
Purchase Agreement shall remain in full force and effect and is hereby ratified
and confirmed. The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any provisions
of, or operate as a waiver of any right, power or remedy of the Purchasers
under, the Securities Purchase Agreement.


                                      -7-
<PAGE>

         16. This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
together shall constitute one and the same instrument.

         17. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

                           [signature pages follow]



                                      -8-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Sixth
Amendment to the Securities Purchase Agreement as of the date first above
written.

                              FANNIE MAY HOLDINGS, INC.


                              By: /s/ Ted A. Shepherd
                                  ------------------------------
                              Title:  President
                                     ---------------------------


                              ARCHIBALD CANDY CORPORATION


                              By: /s/ Ted A. Shepherd
                                  ------------------------------
                              Title:  President
                                     ---------------------------


                              TCW SPECIAL PLACEMENTS FUND III


                              By:  TCW Capital
                              Its: Managing General Partner


                                   By:  TCW Asset Management Company
                                   Its: Managing General Partner

                                        By: /s/ Raymond F. Henze
                                            ------------------------------
                                        Title:  Group Managing Director
                                            ------------------------------


                              TCW CAPITAL, as Investment Manager
                              pursuant to an Investment Management
                              Agreement dated as of June 19, 1989

                              By:  TCW Asset Management Company
                              Its: Managing General Partner

                                   By: /s/ Raymond F. Henze
                                       ------------------------------
                                   Title:  Group Managing Director
                                          ---------------------------


     [signature page to Sixth Amendment to Securities Purchase Agreement]
<PAGE>

                              TCW CAPITAL, as Investment Manager
                              pursuant to an Investment Management
                              Agreement dated as of April 18, 1990


                              By:  TCW Asset Management Company
                              Its: Managing General Partner

                                   By: /s/ Raymond F. Henze
                                       ------------------------------
                                   Title:  Group Managing Director
                                          ---------------------------


                              MEZZANINE CAPITAL

                              By:  TCW Asset Management Company
                              Its: Managing General Partner

                                   By: /s/ Raymond F. Henze
                                       ------------------------------
                                   Title:  Group Managing Director
                                          ---------------------------


                              JZ EQUITY PARTNERS PLC
                              (f/k/a MCIT (EXISTING POOL) LIMITED)

                              By: /s/ David W. Zalaznick
                                  ------------------------------
                              Title:  Investment Advisor
                                     ---------------------------


                              WCT INVESTMENT PTE. LTD

                              By: /s/ Ken Fish
                                  ------------------------------
                              Title:  Vice President
                                     ---------------------------


                               JORDAN INDUSTRIES, INC.

                               By: /s/ John W. Jordan II
                                  ------------------------------
                               Title:  Chairman
                                     ---------------------------


     [signature page to Sixth Amendment to Securities Purchase Agreement]