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                                                                   Exhibit 10.38

                               FIFTH AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

      This Fifth Amendment to Amended and Restated Loan Agreement (this "Fifth
Amendment") is made as of the 30th day of March 2001 by Mrs. Fields' Original
Cookies, Inc., a Delaware corporation ("Borrower"), and LaSalle Bank National
Association , a national banking association ("LaSalle").

                              W I T N E S S E T H:
      WHEREAS, Borrower and LaSalle are all of the parties to that certain
Amended and Restated Loan Agreement dated as of February 28, 1998, as amended by
that certain First Amendment to Amended and Restated Loan Agreement dated as of
July 31, 1998 (the "First Amendment"), that certain Second Amendment to Amended
and Restated Loan Agreement dated as of April 1, 1999 ("Second Amendment"), that
certain Third Amendment to Amended and Restated Loan Agreement dated as of
February 1, 2000 ("Third Amendment"), and that certain Fourth Amendment to
Amended and Restated Loan Agreement dated as of April 3, 2000 ("Fourth
Amendment") (the Amended and Restated Loan Agreement, together with the First
Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment,
as further amended, restated, modified or supplemented and in effect from time
to time, being herein referred to as the "Loan Agreement"); and

      WHEREAS, Borrower has requested that LaSalle amend the Loan Agreement with
respect to certain matters, and LaSalle is agreeable to such request, on and
subject to the terms and conditions set forth herein;

      NOW, THEREFORE, the parties hereto hereby agrees as follows:

      1. Definitions. Capitalized terms used herein and not otherwise defined
herein are used with the meanings given such terms in the Loan Agreement.

      2. Amendment. The Loan Agreement is hereby amended as follows:

      a.    By deleting the definition of "Revolving Loan Maturity Date" in its
            entirety and replacing it with the following:

            "Revolving Loan Maturity Date" shall mean March 31, 2002, or unless
      the Bank earlier terminates this Agreement or otherwise accelerates the
      maturity of the Obligations pursuant to the terms hereof, in which case
      Revolving Loan Maturity Date shall mean such earlier date.


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      b.    By deleting Article 7 in its entirety and replacing it with the
            following:

            ARTICLE 7.  NON-UTILIZATION FEE.

            The Borrower agrees to pay to the Bank a commitment fee in the
            amount of one half of one percent (1/2 of 1%) per annum (calculated
            using a year of 360 days and actual days elapsed) of the unused
            portion of the Revolving Loan Commitment, payable at the Revolving
            Loan Maturity Date, and prior to such date, quarterly in arrears, on
            March 31st, June 30th, September 30th and December 31st of each
            year.

      c.    By deleting Section 13.2 in its entirety and replacing it with the
            following:

                  Section 13.2 Maximum Capital Expenditures. The Borrower shall
            not make any Capital Expenditures, individually or in the aggregate,
            in excess of $14,000,000 in any fiscal year.

      3. Representations and Warranties. Borrower hereby represents, warrants
and covenants to LaSalle that:

            (a)   Authorization. The Borrower is duly authorized to execute and
                  deliver this Fifth Amendment and all deliveries required
                  hereunder, and is and will continue to be duly authorized to
                  borrow monies under the Loan Agreement, as amended hereby, and
                  to perform its obligations under the Loan Documents.

            (b)   No Conflicts. The execution and delivery of this Fifth
                  Amendment and all deliveries required hereunder, and the
                  performance by the Borrower of its obligations under the Loan
                  Documents do not and will not conflict with any provision of
                  law or of the charter or by-laws of the Borrower or of any
                  agreement binding upon the Borrower.

            (c)   Validity and Binding Effect. This Fifth Amendment and the Loan
                  Documents are a legal, valid and binding obligation of the
                  Borrower, enforceable against the Borrower in accordance with
                  their respective terms, except as enforceability may be
                  limited by bankruptcy, insolvency or other similar laws of
                  general application affecting the enforcement of creditors'
                  rights or by general principles of equity limiting the
                  availability of equitable remedies.

            (d)   No Events of Default. As of the date hereof, no Default or
                  Event of Default under the Loan Documents has occurred or is
                  continuing.


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            (e)   Warranties. As of the date hereof, the representations and

                  warranties in the Loan Agreement are true and correct as
                  though made on such date, except where a different date is
                  specifically indicated.

      4.    Miscellaneous.

            (a)   Captions. Section captions and headings used in this Fifth
                  Amendment are for convenience only and are not part of and
                  shall not affect the construction of this Fifth Amendment.

            (b)   Governing Law. This Fifth Amendment shall be a contract made
                  under and governed by the laws of the State of Illinois,
                  without regard to conflict of laws principles. Whenever
                  possible, each provision of this Fifth Amendment shall be
                  interpreted in such a manner as to be effective and valid
                  under applicable law, but if any provision of this Fifth
                  Amendment shall be prohibited by or invalid under such law,
                  such provision shall be ineffective to the extent of such
                  prohibition or invalidity, without invalidating the remainder
                  of such provision or the remaining provisions of this Fifth
                  Amendment.

            (c)   Counterparts. This Fifth Amendment may be executed in one or
                  more counterparts, each of which shall be deemed to be an
                  original, but all of which shall together constitute but one
                  and the same document.

            (d)   Successors and Assigns. This Fifth Amendment shall be binding
                  upon and inure to the benefit of the parties hereto and their
                  respective successors and assigns.

            (e)   References. From and after the date of execution of this Fifth
                  Amendment, any reference to the Loan Agreement or the other
                  Loan Documents contained in any notice, request, certificate
                  or other instrument, document or agreement executed
                  concurrently with or after the execution and delivery of this
                  Fifth Amendment shall be deemed to include this Fifth
                  Amendment unless the context shall otherwise require.

            (f)   Continued Effectiveness. Notwithstanding anything contained
                  herein, the terms of this Fifth Amendment are not intended to
                  and do not serve to effect a novation as to the Loan
                  Agreement. The parties hereto expressly do not intend to
                  extinguish the Loan Agreement. Instead, it is the express
                  intention of the parties hereto to reaffirm the indebtedness
                  created under the Loan Agreement which is evidenced by the


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                  Revolving Note provided for therein and secured by the
                  Collateral. The Loan Agreement, except as modified hereby, and
                  each of the other Loan Documents remain in full force and
                  effect and are hereby reaffirmed in all respects.

       [Balance of page left intentionally blank; signature page follows.]


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      IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to
Amended and Restated Loan and Security Agreement as of the date first set forth
above.

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

                                        By: /s/ Michael R. Ward
                                           -------------------------------------
                                        Name: Michael R. Ward
                                             -----------------------------------
                                        Title: Sr. Vice-President,
                                               General Counsel
                                              ----------------------------------


                                        LASALLE BANK NATIONAL ASSOCIATION, a
                                        national banking association

                                        By: /s/ Michael K. Kriz
                                           -------------------------------------
                                        Name: Michael K. Kriz
                                             -----------------------------------
                                        Title: Vice President, Leveraged Finance
                                              ----------------------------------