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                                                                   Exhibit 10.40

                                 AMENDMENT NO. 1
                                       TO
                              MANAGEMENT AGREEMENT

      This Amendment No. 1, dated as of December 22, 2000 (this "Amendment"), to
the Management Agreement, dated as of May 31, 2000 (the "Existing Agreement"),
by and among Mrs. Fields' Original Cookies, Inc. ("Mrs. Fields"), a Delaware
corporation, TCBY Holding Company, Inc., a Delaware corporation ("Holding"),
and TCBY Systems, LLC, a Delaware limited liability company ("Systems" and,
together with Holding, "TCBY"). Capitalized terms used herein not otherwise
defined herein shall have the meanings ascribed thereto in the Existing
Agreement.

                                 R E C I T A L S

      WHEREAS, the Parties desire to amend certain terms of the Existing
Agreement.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:

1.    Amendment.

      1.1   The Existing Agreement is hereby amended by deleting Section 5.5 and
            inserting the following in lieu thereof:

"5.5  Americana Sale Advisory Fee. For Services rendered and to be rendered to
      TCBY in connection with the planned sale of the stock or assets of
      Americana (the "Americana Sale"), Holding agrees to pay (solely from
      Americana Proceeds, as defined below), or cause Americana to pay, to Mrs.
      Fields a transaction advisory fee (the "Americana Sale Advisory Fee") of
      $2,500,000 in one or more installments (and taking into account for this
      purpose all such payments from and after the Effective Date of this
      Agreement) promptly upon cash in such amount being available for such
      purpose either from excess working capital of Americana ("Excess Americana
      Working Capital") or from proceeds of the Americana Sale after the payment
      of the Americana Mortgage (such proceeds, together with the Excess
      Americana Working Capital, the "Americana Proceeds"). Until such time as
      the Senior Debt and the Subordinated Notes shall be fully repaid
      (together with all interest and other amounts
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      owing), the Americana Sale Advisory Fee shall be a non-recourse obligation
      of Holding (with recourse limited solely to Americana Proceeds actually
      received and retained at such time by Holding), and shall in no event be
      an obligation of TCBY. No failure by Holding to pay or cause to be paid
      the Americana Sale Advisory Fee when due (including notwithstanding any
      receipt of Americana Proceeds by Holding) shall give Mrs. Fields the right
      to collect (by setoff or otherwise) or otherwise proceed against TCBY, or
      to terminate or setoff under this Agreement."

2.    Miscellaneous.

      2.1   This Amendment shall be binding upon and shall inure to the benefit
            of the parties hereto and their respective successors and assigns.

      2.2   In case any provision in or obligation hereunder shall be invalid,
            illegal or unenforceable in any jurisdiction, the validity, legality
            and enforceability of the remaining provisions or obligations, or of
            such provision or obligation in any other jurisdiction, shall not in
            any way be affected or impaired thereby.

      2.3   Section headings herein are included herein for convenience of
            reference only and shall not constitute a part hereof for any other
            purpose or be given any substantive effect.

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

      2.5   This Amendment may be executed in any number of counterparts, each
            of which when so executed and delivered shall be deemed an original,
            but all such counterparts together shall constitute but one and the
            same instrument.

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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                        MRS. FIELDS' ORIGINAL COOKIES, INC.


                                        By: /s/ Michael Ward
                                           -------------------------------------
                                        Name: Michael Ward
                                        Title: Sr. V.P.


                                        TCBY HOLDING COMPANY, INC.

                                        By: /s/ Michael Ward
                                           -------------------------------------
                                        Name: Michael Ward
                                        Title: Sr. V.P.


                                        TCBY SYSTEMS, LLC

                                        By: /s/ Michael Ward
                                           -------------------------------------
                                        Name: Michael Ward
                                        Title: Sr. V.P.


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