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Exhibit 10.3    
    


CONFORMED COPY  


 
 

UNITED STATES TRADEMARK ASSIGNMENT    
    


        This United States Trademark Assignment agreement (the "Assignment") is entered into this 16th day of March, 2004, between Mrs. Fields'
Original Cookies, Inc., a Delaware corporation having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignor"), and its indirect
subsidiary, The Mrs. Fields' Brand, Inc., a Delaware corporation having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignee"). 


        A.    Assignor
is the owner of the United States trademarks and service marks set forth on the attached Schedule A, all common rights relating thereto, and all
registrations and applications relating thereto (the "Marks"); and 



        B.    Assignor
has agreed to assign the Marks and the goodwill of the business attendant thereto, if any, and the parties wish to memorialize the transfer of the Marks and
goodwill of the business associated therewith to Assignee. 


        NOW,
THEREFORE, for good and valuable consideration, receipt of which is herby acknowledged, the parties hereto agree as follows: 



        1.     Assignment. Assignor does hereby sell, assign, transfer, and set over unto said Assignee, its entire right, title and
interest in, to and under said Marks, together with the entire goodwill of the business in connection with which said Marks are used, and in and to all income, royalties, damages and payments now or
thereafter due or payable with respect thereto in and to all causes of action (either at law or in equity) and the right to sue, counterclaim, and recover for past, present and future infringement of
the rights assigned or to be assigned under this Assignment. 


        2.     Assumption. In consideration of the assignment set forth above, Assignee hereby agrees to assume all liabilities and
obligations of the Assignor arising out of or related to the Marks, including without limitation, any such liabilities and obligations that arise from periods prior to the date of this Assignment. 



        3.     Further Assurances. Assignor hereby agrees to execute all papers and to perform such other proper acts as Assignee or its
successors or assigns may deem reasonably necessary to secure to Assignee or to its successors or assigns, the rights transferred hereby, including without limitation, any documents necessary to
record this Assignment with the United States Patent and Trademark Office and any other federal and state agency. 


        4.     Miscellaneous. 



        (a)   Governing Law. This Assignment shall be governed by the laws of the State of Utah (other than its rules of conflicts of
law to the extent that the application of the laws of another jurisdiction would be required thereby). 


        (b)   Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be an original, and all
of which shall together constitute a single instrument. 


        (c)   Descriptive Headings. Descriptive headings of the Sections of this Assignment are inserted for convenience only and shall
not affect the meaning of this Assignment.

 





        IN
WITNESS WHEREOF, the parties have caused this Assignment to be executed below, on the date indicated, by a duly authorized officer thereof. 



	
MRS. FIELDS' ORIGINAL COOKIES, INC.	
 	

 
	

By:	
 	

/s/  SANDRA BUFFA      
	
 	

 
	Name:	 	Sandra Buffa	 	 
	Title:	 	Sr. Vice President	 	 
	
THE MRS. FIELDS' BRAND, INC.	
 	

 
	

By:	
 	

/s/  MICHAEL WARD      
	
 	

 
	Name:	 	Michael Ward	 	 
	Title:	 	Sr. Vice President	 	 







 


SCHEDULE A  


TRADEMARKS  


 U.S. Registrations

Mrs. Fields' Original Cookies, Inc.  



	No.
	 	Trademark
	 	Country
	 	Registration Number
	 	Registration Date

	1	 	1-800-COOKIES	 	United States	 	2,741,280	 	Jul-29-2003
	2	 	CAKIES	 	United States	 	1,918,965	 	Sep-12-1995
	3	 	COCOMAC	 	United States	 	1,843,103	 	Jul-05-1994
	4	 	COOKIE POP	 	United States	 	1,472,531	 	Jan-12-1988
	5	 	DEBRA'S SPECIAL	 	United States	 	1,840,761	 	Jun-21-1994
	6	 	GOOD ENOUGH NEVER IS	 	United States	 	1,543,094	 	Jun-06-1989
	8	 	HOT SAM	 	United States	 	1,827,896	 	Mar-22-1994
	9	 	HOT SAM (& Design)*	 	United States	 	994,053	 	Sep-24-1974
	10	 	HOT SAM (Stylized)	 	United States	 	989,707	 	Jul-30-1974
	11	 	HOT SAM (& Design)*	 	United States	 	1,561,517	 	Oct-17-1989
	12	 	LEARNING IS SWEET	 	United States	 	2,613,456	 	Aug-28-2002
	13	 	MRS. FIELDS (& Design)	 	United States	 	1,983,184	 	Jul-02-1996
	14	 	MRS. FIELDS (& Design)*	 	United States	 	1,791,781	 	Sep-07-1993
	15	 	MRS. FIELDS (Stylized)	 	United States	 	1,299,149	 	Oct-02-1984
	16	 	MRS. FIELDS (Stylized)	 	United States	 	2,672,138	 	Jan-07-2003
	17	 	MRS. FIELDS COOKIES (& Design)	 	United States	 	1,256,315	 	Nov-01-1983
	18	 	MRS. FIELDS COOKIES (& Design)	 	United States	 	1,241,619	 	Jun-07-1983
	19	 	MRS. FIELDS PREMIUM COOKIES	 	United States	 	2,680,419	 	Jan-28-2003
	20	 	NIBBLERS	 	United States	 	2,020,111	 	Dec-03-1996
	21	 	QSI SOLUTIONS	 	United States	 	2,425,250	 	Jan-30-2001
	22	 	QUICK SERVE IMPULSE SOLUTIONS	 	United States	 	2,425,251	 	Jan-30-2001
	23	 	R & R BOURBON STREET*	 	United States	 	1,302,975	 	Oct-30-1984
	24	 	THE ORIGINAL COOKIE CO.	 	United States	 	1,374,117	 	Dec-03-1985
	25	 	THE ORIGINAL COOKIE CO. (& Design)	 	United States	 	1,430,447	 	Feb-24-1987
	26	 	THE ORIGINAL COOKIE COMPANY, INC.	 	United States	 	1,404,285	 	Aug-05-1986
	27	 	THE PRETZEL OVEN	 	United States	 	2,125,722	 	Dec-30-1997







 


TRADEMARKS  


 U.S. Applications

Mrs. Fields' Original Cookies, Inc.  



	No.
 
	 	Trademark
	 	Country
	 	Application Number
	 	Application Date

	1	 	DEBBIE FIELDS	 	United States	 	78/342,463	 	Dec-17-2003
	2	 	DEBBIE FIELDS	 	United States	 	78/342,458	 	Dec-17-2003
	3	 	DEBBIE FIELDS	 	United States	 	78/342,455	 	Dec-17-2003
	4	 	DEBBIE FIELDS	 	United States	 	78/342,453	 	Dec-17-2003
	5	 	PRETZEL STIX	 	United States	 	78/338,924	 	Dec-10-2003














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Exhibit 10.3


UNITED STATES TRADEMARK ASSIGNMENT