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                                                                   Exhibit 10.40

                         TRADEMARK LICENSE AGREEMENT

                                   between

                         THE MRS. FIELDS' BRAND, INC.
                            a Delaware corporation

                                     and

                          NONNI'S FOOD COMPANY, INC.

                            a Florida corporation

                                                     DATED: February  21, 2001
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                              TABLE OF CONTENTS

RECITALS .....................................................................1
AGREEMENT ....................................................................1
      1.    DEFINITIONS.......................................................1
      2.    GRANT OF LICENSE..................................................3
      3.    RESERVATION OF RIGHTS AND PRODUCT RIGHTS..........................3
      4.    LICENSE TRANSFER..................................................4
      5.    LICENSE FEE AND ROYALTIES.........................................5
      6.    INTENTIONALLY OMITTED.............................................5
      7.    INTENTIONALLY OMITTED.............................................5
      8.    NONNI'S BRANDS REPORTS............................................5
      9.    DEVELOPMENT OF ROYALTY BEARING PRODUCTS...........................6
      10.   ADVERTISING AND PROMOTION REQUIREMENTS............................7
      11.   ROYALTY BEARING PRODUCTS APPROVAL STANDARDS.......................8
      12.   USE OF LICENSED NAMES AND MARKS ..................................9
      13.   INFRINGEMENT.....................................................10
      14.   INSURANCE........................................................10
      15.   CONFIDENTIALITY..................................................10
      16.   TERM AND TERMINATION    .........................................11
      17.   DISPOSAL OF INVENTORY UPON EXPIRATION............................13
      18.   FINAL STATEMENT UPON TERMINATION OR EXPIRATION...................14
      19.   REPRESENTATIONS AND WARRANTIES...................................14
      20.   INDEMNIFICATION..................................................14
      21.   NOTICES..........................................................15
      22.   GENERAL PROVISIONS...............................................16
EXHIBIT "A" LICENSED NAMES AND MARKS
EXHIBIT "B" ROYALTY BEARING PRODUCTS


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                           TRADEMARK LICENSE AGREEMENT

      THIS AGREEMENT is made and entered into this 21st day of February 2001, by
and between THE MRS. FIELDS' BRAND, INC. a Delaware corporation ("MFB"), and
NONNI'S FOOD COMPANY, INC. a Florida corporation (" Nonni's").

                                    RECITALS

      WHEREAS, on January 3, 2000 MFB and Nonni's entered into an agreement
("Retail Agreement") in which Nonni's received a license to develop,
manufacture, package, distribute and sell under the Mrs. Fields' trademarks,
service marks, and trade names a ready-to-eat shelf stable cookie product
through designated retail channels.

      WHEREAS, MFB is the sole owner of certain trademarks, service marks, and
trade names, which have become associated with high quality food products.

      WHEREAS, Nonni's desires to acquire a separate license from MFB to
develop, manufacture, package, distribute and sell to the food service industry,
through designated food service distribution channels, high quality,
pre-packaged ready-to-eat pre-baked cookie products utilizing the Mrs. Fields
trademarks, service marks and trade names; and

      WHEREAS, MFB desires to license to Nonni's the right to develop,
manufacture, package, distribute and sell to the food service industry a
ready-to-eat pre-baked cookie product through designated food service
distribution channels subject to the provisions of this Agreement;

                                    AGREEMENT

      NOW THEREFORE, in consideration of the covenants and agreements contained
herein and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

      1. DEFINITIONS

            (a) "Designated Distribution Channels" shall mean restaurants,
      universities, schools, hospitals, corporate feeder programs, food service
      distributors, prisons, stadiums, athletic clubs, airlines (excluding
      United, TWA and Northwest ) an other similar food service pre-baked food
      and snack food and snack food service distribution channels.


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            (b) "Initial Term" shall have the meaning set forth in Section 16
      hereof.

            (c) "Licensed Names and Marks" shall mean those trademarks, trade
      names and service marks identified on Exhibit A hereto.

            (d) "Net Sales" shall mean gross sales minus cash discounts for
      early payments.

            (e) "Option" shall have the meaning set forth in Section 16 hereof.

            (f) "Packaging Specifications" shall mean those specifications for
      packaging approved by MFB pursuant to Section 11 hereof.

            (g) "Product Specifications" shall mean those specifications for
      Royalty Bearing Products approved by MFB pursuant to Section 11 hereof.

            (h) "Protected Information" shall mean MFB recipes, formulations,
      systems, programs, procedures, manuals, confidential reports and
      communications, marketing techniques and arrangements, purchasing
      information, pricing policies, quoting procedures, financial information,
      employee, customer, supplier and distributor data, all of the materials or
      information relating to the business or activities of MFB which were not
      otherwise known to Nonni's prior to the commencement of the negotiations
      leading to this Agreement, or generally known to others engaged in similar
      businesses or activities, and all modifications, improvements and
      enhancements which are derived from or relate to Nonni's access to, or
      knowledge of any of the above enumerated materials or information (whether
      or not any of the above are reduced to writing or whether or not
      patentable or protectable by copyright) which Nonni's receives, receives
      access to, conceives or develops or has received, received access to,
      conceived or developed, in whole or in part, directly or indirectly, in
      connection with Nonni's license hereunder. Information which is
      independently developed by Nonni's, or which was already in the possession
      of Nonni's prior to the date of this Agreement and which was not obtained
      in connection with the transactions contemplated by this Agreement, or
      information which is or becomes publicly available without breach of (i)
      this Agreement, (ii) any other agreement or instrument to which Nonni's is
      a party or a beneficiary, or (iii) any duty owed to MFB by Nonni's shall
      not be considered Protected Information hereunder.

            (i) "Royalty Bearing Product(s)" shall mean the food products
      described on Exhibit B hereto, that are sold as commercially pre-baked
      cookies using the Licenced Names and Marks.

            (j) "Royalty Default Rate" shall mean the interest rate which is the
      lesser of (i) the annual rate from time to time publicly announced by
      Citibank, N.A. at its "base rate" or "prime rate" (or any successor rate)
      plus two percent (2%) or (ii) the highest applicable legal rate.

            (k) "Running Royalty" or "Running Royalties" shall mean the royalty
      or


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      royalties from time to time payable pursuant to Section 5.

            (l) "Territory" shall mean The United States of America, Canada, and
      Mexico.

      2. GRANT OF LICENSE

            (a) Grant. Subject to the terms and conditions of this Agreement,
      MFB hereby grants to Nonni's, and Nonni's hereby accepts the grant by MFB
      of, the exclusive right and license to use the Licensed Names and Marks to
      manufacture and market Royalty Bearing Products through Designated
      Distribution Channels throughout the Territory. Subject to the terms and
      conditions of this Agreement, MFB further grants to Nonni's a
      NON-EXCLUSIVE right to sell Royalty Bearing Products outside the
      Territory, but only to a United States based company, or its direct
      subsidiary, with which Nonni's is then doing business in the United
      States. Provided, however, that if MFB grants a food service license to a
      third party applicable to an area outside the Territory, any sales
      activities by Nonni's under this Agreement, within the area covered by
      such third-party license, shall cease within 30 days of notice to Nonni's
      by MFB. Except as stated in Section 3, MFB shall not compete with Nonni's
      in the (i) use of any trademark, service mark or tradename in marketing
      Royalty Bearing Products in Designated Distribution Channels in the
      Territory or (ii) license any third party to use the same in marketing any
      Royalty Bearing Products in Designated Distribution Channels in the
      Territory.

            (b) First Right to Offer - Products. If at any time during the
      Initial Term (or a current Option Period) MFB determines to offer a
      pre-baked shelf stable cookie commodity marketed through the Designated
      Distribution Channels, for countries outside the Territory to a third
      party manufacturer, licensee or marketing company, prior to offering the
      pre-baked shelf stable cookie commodity marketed through the Designated
      Distribution Channels to a non-related party by any means, MFB shall
      notify Nonni's and provide Nonni's a sixty (60) day period of time
      thereafter during which MFB shall negotiate exclusively in good faith with
      Nonni's for the license to sell in the Territory the pre-baked shelf
      stable cookie commodity marketed through the Designated Distribution
      Channels. The terms and conditions upon which MFB grants a license, if
      any, for a pre-baked shelf stable cookie commodity marketed through the
      Designated Distribution Channels pursuant to this Section shall be as
      negotiated by MFB and Nonni's during such 60 day period; provided, that
      MFB is only free to reject Nonni's offer if an agreement cannot be reached
      as to the Licensing Fee and the Running Royalty and after such rejection,
      MFB can negotiate with any third party for the license to sell the
      pre-baked shelf stable cookie commodity marketed through the Designated
      Distribution Channels and accept such third party offer only if it exceeds
      Nonni's best offer. Any agreement reached with Nonni's during such 60 day
      period shall be documented in a separate agreement or addendum to this
      Agreement and shall become effective only when signed by all parties.

      3. RESERVATION OF RIGHTS AND PRODUCT RIGHTS

            (a) Reservation. MFB reserves all rights with respect to the
      Licensed Names and


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      Marks not expressly licensed to Nonni's hereunder, and MFB may use or
      grant licenses to others to use the Licensed Names and Marks in any other
      manner or in connection with any goods or services, other than for sale of
      Royalty Bearing Products in Designated Distribution Channels in the
      Territory. Without limiting the foregoing, the license granted pursuant to
      this Agreement shall be exclusive to Nonni's except that MFB shall not be
      precluded from and hereby expressly retains the right to: (i) own,
      operate, and grant or license others the right to own and operate Mrs.
      Fields Cookies stores which sell cookie, bakery and/or ice cream products
      (whether or not such products are Royalty Bearing Products) under the
      Licensed Names and Marks at locations within the Territory on such terms
      and conditions, as MFB, in its sole discretion, deems appropriate, (ii)
      offer for sale and sell, and license others to offer for sale and sell,
      any products or services under the Licensed Names and Marks which are not
      Royalty Bearing Products, (iii) offer for sale and sell, pre-baked
      products to businesses for their use as gifts, incentives, promotions,
      etc. to customers and employees, and (iv) exclusively offer for sale and
      sell, pre-baked products to United Airlines, TEA and Northwest Airlines.
      MFB and Nonni's shall each have the right to offer for sale and sell,
      Royalty Bearing Products to all other airlines in the Territory. During
      the term of this Agreement, Nonni's shall have the exclusive right to use
      the recipes which it solely develops. Within 6 months of the expiration or
      termination of this Agreement, MFB shall have the option to purchase for
      its exclusive use any of the recipes which Nonni's had solely developed
      during the term of the Agreement. The purchase price for each recipe shall
      be $75,000.00.

            (b) Products. MFB shall have the right to purchase Royalty Bearing
      Products from Nonni's at a "most favorable nations" price in order to sell
      the Royalty Bearing Products at Mrs. Fields Cookies store locations owned
      and operated by MFB, its licensees and its franchisees which are licensed
      by MFB to operate Mrs. Fields Cookies stores pursuant to Mrs. Fields'
      Uniform Franchise Offering Circular or under an exemption to the Federal
      Trade Commission Regulations governing the sale of franchises. "Most
      favored nations" price for the purpose of this agreement will be the
      lowest net price received by Nonni's from any customer for the specific
      store keeping unit ("sku") of the Royalty Bearing Product during the 30
      day period immediately preceding the order from MFB, less an offset for
      the amount of the running royalty otherwise due from Nonni's to MFB which
      will instead be credited against the purchase price charged by Nonni's to
      MFB.

      4. LICENSE TRANSFER

      This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their successors or assigns; provided, that the
rights of the parties under this Agreement may only be assigned (i) upon written
consent by MFB or (ii) without consent to a parent corporation which owns at
least fifty-one percent (51%) of such assigning party, a fifty-one percent (51%)
owned subsidiary corporation of such party, a fifty-one percent (51%) owned
subsidiary of a parent of such party if such parent owns at least fifty-one
percent (51%) of such party, or to such other business organization which shall
acquire substantially all of the assets and business of the parties, a parent,
or subsidiary. Nonni's shall not have the right to grant sub-licenses under this
Agreement; provided, however that Nonni's shall have the right to contract with
a third party for the actual manufacturing of the Royalty Bearing Products
("co-pack agreements"), if such co-packer (with respect to Royalty Bearing
Products) are approved in


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writing by MFB, (such approval shall be deemed granted unless within 30 days
after sending said notice to MFB, Nonni's receives from MFB written notice
indicating disapproval) which approval will not be unreasonably withheld, and
provided further that such co-packer signs a confidentiality agreement with MFB,
containing substantially the obligations of Nonni's as set forth in paragraph 15
hereof. Nonni's shall be required to provide a copy of the co-pack agreement to
MFB before the execution of any such agreement. Nonni's obligations as set forth
in this Agreement shall not be altered in any manner as a result of the
existence of any co-pack agreements with third party manufacturers. Any
assignment, franchise, sub-license, or transfer, not expressly permitted by this
Section 4, is prohibited and will be deemed to be null and void.

      5. LICENSE FEE AND ROYALTIES

            (a) Guaranteed Licensing Fees and Running Royalties. Throughout the
      term (including Option Periods) of this Agreement the Running Royalty
      shall be 5% of Net Sales of Royalty Bearing Products, Nonni's shall remit
      such Running Royalties to MFB on the last day of the month following the
      end of each calendar quarter covered by the Agreement. All Running
      Royalties shall be non-refundable for any reason whatsoever.

            (b) Payments. All fees, royalties, and amounts payable hereunder
      shall be paid to MFB in U.S. currency in immediately available funds at
      such address or to such account as shall be designated in writing by MFB.

            (c) Interest on Late Payments. Nonni's shall pay interest on all
      overdue amounts hereunder from the due date of such amounts until paid at
      the Royalty Default Rate.

      6. INTENTIONALLY OMITTED

      7. INTENTIONALLY OMITTED

      8. NONNI'S REPORTS

            (a) Periodic Reports. On or before the last day of the month
      following the last month of each calendar quarter covered by this
      Agreement, Nonni's shall deliver to MFB a written statement prepared,
      signed, and certified to be true and correct by Nonni's senior financial
      officer, or their designee, setting forth the amount of Royalty Bearing
      Products sold, including sufficient information and detail to confirm the
      calculations, which report shall be accompanied by payment in full of the
      amount of Running Royalties then due.

            (b) Annual Reports. Within ninety (90) days following the end of
      each calendar year of this Agreement, beginning with the first such year
      in which Nonni's has sales of Royalty Bearing Products, Nonni's shall
      deliver to MFB a written statement setting forth the amount of


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      Royalty Bearing Products sold and the calculations, including sufficient
      information and detail to confirm the calculations, used to determine such
      amounts, which calculations shall be signed and certified as true and
      correct by an independent certified public accounting firm chosen by
      Nonni's and acceptable to MFB, which acceptance shall not be withheld
      unreasonably. If this statement discloses that the amount of Running
      Royalties paid during any period to which the report relates was less than
      the amount required to be paid or that any other amount is due MFB,
      Nonni's immediately shall pay such amounts, together with accrued interest
      at the Royalty Default Rate in cash or other immediately available funds.
      MFB shall have the right to examine and audit the books and records of
      Nonni's to verify the amount of Royalty Bearing Products sold.

      9. DEVELOPMENT OF ROYALTY BEARING PRODUCTS

      Except for Royalty Bearing Products already approved under the Retail
Agreement, Nonni's hereby covenants, agrees, warrants and represents that:

            (a) Product Development. All Royalty Bearing Products shall be
      developed, manufactured, marketed, and sold as "premium" products
      consistent with MFB's then existing image. Nonni's accepts full
      responsibility for and agrees to pay all costs it incurs associated with
      the development of all Royalty Bearing Products and all advertising and
      promotion, packaging design, graphics, and packaging materials for Royalty
      Bearing Products. MFB shall cooperate with Nonni's in development of
      Royalty Bearing Products, primarily through the suggestion of ideas,
      concepts, and recipes for products and packaging (MFB shall make its
      artwork, designs and logos available for Nonni's use); provided, however,
      that MFB shall have no obligation to develop Royalty Bearing Products or
      any other products.

            (b) MFB Approval. Nonni's shall not sell any initial Royalty Bearing
      Product or any newly flavored Royalty Bearing Products until MFB, in its
      reasonable judgment, finds that such product in mass production quantities
      is satisfactory to MFB, pursuant to Section 11 hereof. The license to
      Nonni's granted by this Agreement to distribute the Royalty Bearing
      Products under the Licensed Names and Marks is expressly contingent upon
      such final approval by MFB, which approval shall not be unreasonably
      withheld.

            (c) Compliance with Specifications. Nonni's will manufacture, sell
      and distribute the Royalty Bearing Products in accordance with the Product
      Specifications and will package and label the Royalty Bearing Products in
      accordance with the Packaging Specifications.

            (d) Capital Costs. Nonni's will secure all plant, equipment and
      technical skills necessary for the manufacture of the Royalty Bearing
      Products according to the Product and Packaging Specifications, and MFB
      shall have no liability or responsibility with respect thereto.

            (e) Compliance with Laws. The Royalty Bearing Products will be
      manufactured in compliance with, and will not be adulterated or misbranded
      within the meaning of, the Federal Food, Drug and Cosmetic Act of 1938, or
      any other federal, state, foreign or local laws or


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      regulations applicable thereto, will not constitute an article which may
      not be introduced into interstate commerce and will be manufactured in
      substantial compliance with all applicable federal, state, foreign or
      local laws and regulations applicable thereto. Unless MFB otherwise agrees
      in writing, Nonni's will destroy all inventories which are not in
      conformity with Food and Drug Administration rules and regulations and all
      applicable federal, state, foreign and local laws. Nonni's agrees to
      notify MFB promptly of any regulatory action of which Nonni's has
      knowledge that is taken in relation to it by any federal, state, foreign,
      county or municipal authority which relates to or affects the manufacture,
      storage, distribution or sale of the Royalty Bearing Products.

            (f) Customer Complaints. Nonni's shall provide MFB a summary of all
      written consumer complaints received regarding the quality of the Royalty
      Bearing Products and shall maintain all written consumer complaints and a
      telephone log for all consumer complaints received by telephone for a
      period of one year. Nonni's will send a written report to MFB each month
      containing the comments received, names of complaining persons, with
      addresses and telephone numbers (if available). Comments will be organized
      and summarized by type of comment or complaint and by the geographical
      location of the complaint. Such information will also be available for
      inspection by MFB during normal working hours upon reasonable notice.
      Nonni's further agrees that it will respond to any written customer
      complaint within fourteen (14) days of receipt of such complaint by
      written response with either a refund of the customer's money or a coupon
      for the same type of Royalty Bearing Product purchased, depending upon the
      complaining customer's request. Nonni's further agrees that any complaints
      about MFB products which are not Royalty Bearing Products will be
      forwarded to MFB within five (5) days of receipt. Nonni's shall further
      provide MFB with copies of all responses to complaints, upon request.

            (g) Ingredient Approval. Nonni's will purchase for its own account
      all flavoring ingredients, raw materials and packaging which is
      proprietary to MFB from sources which are approved by MFB, which approval
      shall not be unreasonably withheld.

            (h) Nonni's must develop and submit for MFB's approval product
      recall procedures.

      10. ADVERTISING AND PROMOTION REQUIREMENTS

            (a) Nonni's Promotion. Nonni's shall market Royalty Bearing Products
      as premium products or as is otherwise consistent with MFB's then existing
      image so that such marketing shall not reflect adversely upon Royalty
      Bearing Products, the good name of MFB, o or the Licensed Names and Marks.
      MFB shall have a prior to use reasonable right of approval for all
      promotional, marketing and advertising materials and concepts for each
      promotional campaign Nonni's uses to market Royalty Bearing Products. In
      that regard, MFB shall have a right of reasonable approval, prior to the
      development of final television, radio or printed advertisements, the
      final "story boards" with respect to television advertising, the final
      "script" with respect to radio spots and the final "layouts" with respect
      to printed advertisements. MFB shall also have a right of reasonable
      approval with respect to the actors or actresses used in connection with
      any such


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      advertising campaigns; provided, that Nonni's shall have the right to make
      minor variations in promotional, marketing and advertising materials used
      in connection with the approved promotional campaigns. All advertisements
      and advertising campaigns shall conform in all material respects to the
      approvals given by MFB. MFB shall have five (5) business days following
      the receipt of the proposed promotional, marketing or advertising
      materials to send Nonni's written notice of its disapproval which shall
      include an explanation of the basis for disapproval. If such written
      disapproval is not received by Nonni's within this five (5) business day
      period, the marketing, promotional or advertising material submitted to
      MFB shall be deemed approved. Any material modifications to any such
      materials previously approved by MFB shall be subject to approval pursuant
      to this Section 10. Once a promotional campaign has been approved by MFB,
      if no material changes are made to it by Nonni's, MFB shall not rescind
      its approval and Nonni's may proceed accordingly on the basis that it is
      approved.

            (b) MFB's Promotion. MFB agrees to participate in the cross
      promotion in its company owned stores of the Royalty Bearing Products.
      Such participation shall be at the sole discretion of MFB.

      11. ROYALTY BEARING PRODUCTS APPROVAL STANDARDS

            (a) Approval Standards. Prior to initial marketing of each Royalty
      Bearing Product, Nonni's shall provide MFB with (i) notice of the proposed
      predetermined product content specifications for approval (as so approved
      by MFB, the "Product Specifications"), and (ii) without charge,
      representative samples of the proposed product and related packaging
      materials, labels, and package inserts, for approval (as so approved by
      MFB, the "Packaging Specifications"). Approval of product content
      specifications, product quality, packaging, labels and inserts shall be in
      MFB's reasonable discretion. Unless within ten (10) business days after
      sending the above notice and samples Nonni's receives from MFB notice
      indicating disapproval of proposed predetermined product content
      specifications, product quality or other items described above, together
      with an explanation of the basis of its disapproval, such predetermined
      product content specifications, product quality, or other items shall be
      deemed approved. Nonni's shall market all Royalty Bearing Products in
      accordance with the approval received from MFB with respect to product
      content specifications, quality, packaging and labeling, and in accordance
      with all governmental laws, rules, and regulations applicable in the
      Territory.

            (b) Examination By MFB. Periodically MFB shall have the right to
      request and upon such request Nonni's shall provide to MFB, free of
      charge, representative samples of any Royalty Bearing Products then being
      sold, together with any packaging, packaging inserts, labels, wrapping,
      advertising, marketing and promotional material then in use. MFB shall
      examine any such samples, packaging, promotional or marketing materials,
      and advertisements within ten (10) days after receipt. If as a result of
      such examination MFB believes that any Royalty Bearing Product is not in
      substantial conformity with the Product Specifications or product quality
      approved by MFB, or that any packaging, advertising, marketing or
      promotional materials are not in substantial conformity with any previous
      approvals given by MFB, or any Licensed Names or


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      Marks are not being used in conformity with the requirements of this
      Agreement, MFB shall promptly notify Nonni's. After receipt of any such
      notice from MFB, Nonni's shall have ten (10) business days or a mutually
      agreed upon time period to correct the lack of conformity identified by
      MFB. Nonni's recognizes that representatives of MFB may also inspect
      Royalty Bearing Products after delivery into Designated Distribution
      Channels and Nonni's shall cooperate with MFB in obtaining Nonni's
      customers' cooperation in such inspections. Notwithstanding the foregoing,
      MFB's right to request and receive samples and related packaging shall be
      limited to once per calendar quarter, unless in any quarter such samples
      are non-conforming as described above in which case MFB may request
      additional samples from time to time during such quarter and the next
      succeeding calendar quarter to ensure conformity.

            (c) Labeling; Trademark Notices. Whenever Nonni's uses the Licensed
      Names and Marks, Nonni's shall affix the appropriate trademark notice and
      agrees to use the registration symbol of "(R)" in connection with its use
      of the Licensed Names and Marks, or "TM" where the mark has not been
      registered federally, and in each instance where appropriate accompanied
      by the words "Reg. TM of MFB" or a reasonable facsimile thereof or such
      other reference as may be designated by MFB from time to time. Where a
      Licensed Name and Mark is used more than once on packaging, in copy or
      advertising or on the Royalty Bearing Products, the "(R)" or "TM"
      designation need only be used once either on the most prominent use of the
      Licensed Name and Mark, or if all uses are of equal prominence, then on
      the first use of the Licensed Name and Mark in or on each package, copy,
      advertisement, or product. Nonni's shall use the Licensed Names and Marks
      only as trademarks, service marks, or trade names and shall affix the
      notice as specified. Nonni's shall not have the right, unless previously
      agreed in writing by MFB, to use other trademarks, service marks, or trade
      names in marketing and promoting Royalty Bearing Products. MFB shall have
      the right to own and register any such other trademark, service mark, or
      trade name which is registerable, including a Licensed Name or Mark or
      "Fields" in any format, and such trademarks, service marks, and trade
      names owned or registered by MFB shall be included in the Licensed Names
      and Marks, and Nonni's shall cooperate with MFB by providing packaging,
      labeling, and documentation as may be required to obtain and maintain such
      registration.

      12. USE OF LICENSED NAMES AND MARKS

      (a) Restrictions On Use. Unless MFB consents in writing which consent
shall not be unreasonably withheld, Nonni's shall use the Licensed Names and
Marks:

            (i)   only for the purposes of and pursuant to this Agreement,

            (ii)  only in a manner consistent with the scope of the relevant
                  registration of the Licensed Names and Marks or applications
                  therefor in the Territory,

            iii)  only in the manner permitted and prescribed by MFB as set
                  forth herein,


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            (iv)  only with respect to Royalty Bearing Products, and

            (v)   only to sell Royalty Bearing Products through Designated
                  Distribution Channels.

            (b) Recognition of Goodwill. Nonni's recognizes the value of the
      goodwill associated with the Licensed Names and Marks and acknowledges
      that the Licensed Names and Marks and all rights therein and goodwill
      pertaining thereto belong exclusively to MFB.

            (c) Validity of Other Agreements. Nonni's agrees that it will not,
      during the term of this Agreement or thereafter, attack the title or any
      rights of MFB in and to the Licensed Names and Marks, or any other license
      agreement or franchise agreement involving the Licensed Names and Marks to
      which MFB is a party.

            (d) Validity of Licensed Names and Marks. Nonni's agrees that it
      will not intentionally destroy, impair or in any way impede the effect and
      validity of the Licensed Names and Marks.

            (e) Validity of the Retail Agreement. Nothing in this paragraph
      shall restrict Nonni's rights under the Retail Agreement.

      13. INFRINGEMENT

      Nonni's agrees to assist MFB, at MFB's cost and expense, to the extent
necessary in the procurement of any protection or to protect any of MFB's rights
to the Licensed Names and Marks, and MFB, if it so desires, may commence or
prosecute any claims or suits in its own name or, with Nonni's consent, in the
name of Nonni's or join as a party thereto. Nonni's shall notify MFB in writing
of any infringements or imitations by others of the Licensed Names and Marks
which may come to Nonni's attention, and MFB shall have the sole right to
determine whether or not any action shall be taken on account of any such
infringements or imitations at MFB's cost and expense. Nonni's shall not
institute any suit or take any action on account of any such infringements or
imitations without first obtaining the written consent of MFB.

      14. INSURANCE

      Nonni's shall obtain and keep in force, at its sole expense, product
liability insurance providing adequate insurance for MFB against any claims and
suits involving product liability arising out of, or with respect to, the
transactions contemplated by this Agreement, in no less than Ten million dollars
($10,000,000.00) combined single limit on bodily injuries and/or property
damage. Within thirty (30) days after the date of this Agreement, Nonni's shall
submit to MFB a certificate of insurance naming MFB as an additional insured and
providing that any cancellation or material change or alteration which reduces
coverage or any benefits accruing to MFB shall become effective only upon thirty
(30) days prior notice


                                       10
<PAGE>

to MFB. The requirements of this Section 14 are acknowledged by Nonni's to be a
material term of this Agreement as defined in paragraph 16(b)(ii).

      15. CONFIDENTIALITY

            (a) Acknowledgment of Confidentiality. Nonni's understands that any
      Protected Information disclosed to it by MFB under this Agreement is
      secret, proprietary and of great value to Nonni's, which value may be
      impaired if the secrecy of the Protected Information is not maintained.

            (b) Reasonable Security Measures. MFB has taken and will continue to
      take reasonable security measures to preserve and protect the secrecy of
      the Protected Information and Nonni's agrees to take all measures
      reasonably necessary to protect the secrecy of such information in order
      to prevent it from falling into the public domain or into the possession
      of persons not bound to maintain the secrecy of such information.

            (c) Non-Disclosure Obligation. Nonni's agrees not to disclose the
      Protected Information obtained pursuant to this Agreement, to any person
      or entity (other than Nonni's key officers and employees to whom
      disclosure is necessary and to co-packers whom have executed a
      Confidentiality Agreement pursuant to paragraph 4), during the term of
      this Agreement or at any time following the expiration or termination of
      this Agreement.

            (d) Burden of Proof. Nonni's hereby acknowledges and agrees that if
      Nonni's shall disclose, divulge, reveal, report, publish, transfer or use,
      for any purpose whatsoever, except as authorized herein, any Protected
      Information, and Nonni's shall assert as a defense that such information
      (i) was already known to Nonni's or developed prior to the execution of
      this Agreement, (ii) was independently developed by Nonni's, (iii) was
      disclosed to third parties without violation of this Agreement, (iv) was
      already in the public domain prior to the execution of this Agreement, or
      (v) entered the public domain without violation of this Agreement, then
      Nonni's shall bear the burden of proof with respect to the same.

            (e) Mutuality of Obligations. MFB hereby agrees that any information
      which it receives from Nonni's which is within the scope of the definition
      of Protected Information, shall be treated as confidential by MFB, and MFB
      hereby agrees to be bound by the terms of this Agreement with respect to
      any such information it receives from Nonni's, to the same extent that
      Nonni's is bound by the terms of this Agreement with respect to Protected
      Information, as set forth above in paragraphs 15(a), (b), (c) and (d).

      16. TERM AND TERMINATION

            (a) Term. The initial term of this Agreement shall begin upon the
      execution hereof


                                       11
<PAGE>

      and shall continue for a period of thirty-six 36 months ("Initial Term").
      So long as Nonni's is not in material default, this Agreement would then
      automatically renew for successive five year terms ("Option Periods")
      until such time as either party terminates the Agreement upon no more than
      twenty (20) days prior written notice to the other party. Notwithstanding
      the above, during any Option Period and only during an Option Period, if
      Nonni's has achieved or paid a minimum of a 2% growth of Running Royalties
      year-over-year during the proceeding twelve month period, then MFB shall
      not exercise its termination rights under this paragraph 16(a). MFB's
      termination rights under paragraph 16(b) shall not be deemed altered or
      waived by this paragraph 16(a).

            (b) Termination. This Agreement may be terminated as follows:

                  (i) If Nonni's defaults in the payment of any Running
            Royalties then this Agreement and the license granted hereunder may
            be terminated upon notice by MFB effective thirty (30) days after
            receipt of such notice, without prejudice to any and all other
            rights and remedies MFB may have hereunder or by law provided, and
            all rights of Nonni's hereunder shall cease.

                  (ii) If Nonni's fails to perform in accordance with any
            material term or condition of this Agreement (other than as
            described in paragraph 16(b)(i) above) and such default continues
            unremedied for thirty (30) days after the date on which Nonni's
            receives written notice of default, unless such remedy cannot be
            accomplished in such time period and Nonni's has commenced diligent
            efforts within such time period and continues such effort until the
            remedy is complete, then this Agreement may be terminated upon
            notice by MFB, effective upon receipt of such notice, without
            prejudice to any and all other rights and remedies MFB may have
            hereunder or by law provided.

                  (iii) If Nonni's is determined to be insolvent, or files a
            petition in bankruptcy or for reorganization, or takes advantage of
            any insolvency statute, or makes an assignment for the benefit of
            creditors, or undertakes any similar action, under any federal,
            state or foreign bankruptcy, insolvency or similar law, unless such
            is dismissed, removed or otherwise cured within thirty (30) days or
            unless Nonni's has filed for Chapter 11 Reorganization protection
            under Federal Bankruptcy Laws, then this Agreement and the License
            granted hereunder may be terminated upon notice by MFB, effective
            upon receipt of such notice, without prejudice to any and all other
            rights and remedies MFB may have hereunder or by law provided, and
            the license herein granted shall not constitute an asset in
            reorganization, bankruptcy, or insolvency which may be assigned or
            which may accrue to any court or creditor appointed referee,
            receiver, or committee.

                  (iv) If MFB is determined to be insolvent, or files a petition
            in bankruptcy or for reorganization, or takes advantage of any
            insolvency statute, or makes an assignment for the benefit of
            creditors, or undertakes any similar action, under any federal,
            state or foreign bankruptcy, insolvency or similar law, or fails to
            perform in accordance with any material term or condition of this
            Agreement and such default continues for thirty (30) days after MFB
            receives written notice of default, then this Agreement and the
            License granted hereunder may be terminated upon notice by Nonni's,
            effective upon receipt of such notice, without prejudice to any and
            all other


                                       12
<PAGE>

            rights and remedies Nonni's may have hereunder or by law provided,
            and the license herein granted shall not constitute an asset in
            reorganization, bankruptcy, or insolvency which may be assigned or
            which may accrue to any court or creditor appointed referee,
            receiver, or committee.

                  (v) If MFB fails to perform in accordance with any material
            term or condition of this Agreement and such default continues
            unremedied for thirty (30) days after the date on which MFB receives
            written notice of default, then this Agreement may be terminated
            upon notice by Nonni's, effective upon receipt of such notice,
            without prejudice to any and all other rights and remedies Nonni's
            may have hereunder or by law provided.

            (c) Rights Upon Termination or Cancellation. On any cancellation,
      termination or expiration of this Agreement;

                  (i) Nonni's agrees to immediately pay to MFB all currently
            owed Running Royalties and any additional royalties pursuant to
            Section 17 and to return all Protected Information, confidential
            documents and other material supplied by MFB to Nonni's and agrees
            never to use, disclose to others, nor assist others in using the
            Protected Information.

                  (ii) Nonni's will be deemed to have automatically and
            irrevocably assigned, transferred, and conveyed to MFB any rights,
            equities, good will, titles or other rights in and to the Licensed
            Names and Marks and Royalty Bearing Products which may have been
            obtained by Nonni's or which may have vested in Nonni's in pursuance
            of any endeavors covered hereby, and Nonni's will execute any
            instruments requested by MFB to accomplish or confirm the foregoing.
            Any such assignment, transfer or conveyance shall be without
            consideration other than the mutual covenants and considerations of
            this Agreement.

                  (iii) Except as provided in Section 17 below, Nonni's further
            agrees that it shall forthwith discontinue the use of all Licensed
            Names and Marks, including packaging and other paper goods and other
            objects bearing any Licensed Names and Marks.

            (d) Licensing of Licensed Names and Marks After Termination. Upon
      any expiration or earlier termination of this Agreement, MFB may license
      others to use the Licensed Names and Marks to produce, sell, market and
      advertise products similar or identical to the Royalty Bearing Products
      through Designated Distribution Channels in the Territory.

            (e) Packaging Designs. In the event this Agreement is properly
      terminated, MFB shall have the right to purchase the packaging designs for
      the Royalty Bearing Products from Nonni's at a price equal to the amount
      expended by Nonni's on such packaging designs. To exercise this right, MFB
      shall notify Nonni's in writing of MFB's intent to purchase the packaging
      design, not later than 30 days after termination. Upon receipt of such
      notice, Nonni's shall provide MFB with the amount of Nonni's cost for
      packaging design, whereupon, MFB may rescind its offer within twenty (20)
      business days of receipt of the price of such costs for packaging design,


                                       13
<PAGE>

      otherwise MFB shall be deemed to have accepted such cost as the purchase
      price for such packaging.

      17. DISPOSAL OF INVENTORY UPON EXPIRATION

      For a period of six (6) months following the termination or expiration of
this Agreement, Nonni's shall have the right to sell any Royalty Bearing
Products in Nonni's inventory which have been packaged in packages bearing the
Licensed Names and Marks, and MFB shall have the right to purchase at Nonni's
fully allocated cost, any packaging materials using the Licensed Names and Marks
then in Nonni's inventory. Any sales of Royalty Bearing Products under this
Section shall be, at all times, in accordance with the policies, prices, and
standards established for marketing and distribution of Royalty Bearing Products
pursuant to this Agreement, and shall include payment of all Running Royalties
accrued in accordance with Section 5 hereof.

      18. FINAL STATEMENT UPON TERMINATION OR EXPIRATION

      As soon as practicable after termination or expiration of the license
granted hereunder, but in no event more than thirty (30) days thereafter,
Nonni's shall deliver to MFB a statement indicating the number and description
of Royalty Bearing Products packaged in packaging using the Licensed Names and
Marks then in Nonni's inventory and the number and description of unused
packaging materials bearing the Licensed Names and Marks then in Nonni's
inventory. MFB shall have the option to conduct a physical inventory to
ascertain or verify such statement.

      19. REPRESENTATIONS AND WARRANTIES

            (a) Title. MFB represents and warrants and Nonni's acknowledges that
      MFB has represented that MFB is the owner of all right, title, and
      interest in and to the Licensed Names and Marks and that such licensing
      and Licensed Names and Marks under this Agreement to Nonni's does not
      infringe upon the rights of any third parties. Nonni's further
      acknowledges the good will associated with the Licensed Names and Marks
      and that such Licensed Names and Marks have acquired secondary meaning in
      the mind of the public. Nonni's shall not during the term of this
      Agreement dispute or contest, directly or indirectly, or due or cause to
      be done, any action which in any way contests, impairs, or tends to impair
      MFB's exclusive rights and title to the Licensed Names and Marks or the
      validity of any registrations thereof and Nonni's shall not assist others
      in so doing. Nonni's shall not in any manner represent that it owns any
      rights in the Licensed Names and Marks (and/or registrations therefore),
      but may, only during the term of this Agreement, and only if Nonni's has
      complied with all laws, regulations and registration requirements within
      the jurisdiction for so doing, represent that it is a "licensee" or
      "official licensee" hereunder. Nonni's shall not register or attempt to
      register in its own name, or that of any third party, any Licensed Name or
      Mark. Subject to the terms and conditions of this Agreement, Nonni's
      agrees that any and all uses by Nonni's of the Licensed Names and Marks
      under this Agreement shall be on behalf of and accrue and inure to the
      benefit of MFB. MFB will maintain at its sole expense, the proper
      registration of all Licensed Names and Marks used under this Agreement.


                                       14
<PAGE>

            (b) Right To Enter Into This Agreement. MFB and Nonni's each warrant
      and represent for itself that it has the right to enter into this
      Agreement, that it will not knowingly subsequently take any action
      contrary to this Agreement, and that the entering into of this Agreement
      will not knowingly violate any other agreement to which it is a party or
      conflict with or violate any law, rule or regulation by which it is bound.

            (c) MFB's Image. MFB represents and warrants that it will not
      intentionally do anything to destroy or impair its existing image.

      20. INDEMNIFICATION

            (a) MFB Indemnification. MFB hereby indemnifies Nonni's and forever
      holds Nonni's harmless from and against all claims, suits, actions,
      proceedings, damages, losses or liabilities, costs or expenses (including
      reasonable attorneys' fees and expenses) arising out of, based upon, or in
      connection with (i) any breach of any of MFB's warranties or
      representations as set forth in this Agreement or (ii) any claim that the
      use by Nonni's of the Licensed Names and Marks as provided in this
      Agreement infringes upon any third party trademark, service mark, or trade
      name.

            (b) Nonni's Indemnification. Nonni's hereby indemnifies MFB and
      forever holds MFB harmless from and against all claims, suits, actions,
      proceedings, damages, losses or liabilities, costs or expenses (including
      reasonable attorneys' fees and expenses) arising out of, based upon, or in
      connection with, unless it is at the direction of MFB (i) any breach of
      any of Nonni's warranties or representations as set forth in this
      Agreement, (ii) any use of any patent, process, method, or device by
      Nonni's in connection with the Royalty Bearing Products; (iii) any alleged
      defects or dangers inherent in the Royalty Bearing Products or the
      manufacture, distribution, sale, or use thereof; (iv) any injuries or
      damages to purchasers, users, or consumers of Royalty Bearing Products
      arising from or related to the use or consumption of Royalty Bearing
      Products; (v) any injuries or damages arising from Nonni's or any of
      Nonni's customers, advertising, marketing or promotion of the Licensed
      Names and Marks or Royalty Bearing Products; or (vi) any alleged
      infringement of any third party's copyright, patent, or trademark unless
      and to the extent such alleged infringement is based upon Nonni's use of
      the Licensed Names and Marks as authorized in this Agreement.

            (c) Conditions of Indemnification. As a condition of indemnification
      under this Section 20, the party seeking indemnification shall give the
      other party (for purposes of this Section 20 called the "Indemnifying
      Party") immediate notice of and copies of all pleadings and correspondence
      related to the assertion of any such claim, proceeding, action, or suit
      and agrees not to settle, compromise, or otherwise dispose of any such
      claim, proceeding, action or suit without the prior written consent of the
      Indemnifying Party. The Indemnifying Party shall have the right (but not
      the obligation) to assume the defense or settlement of any such claim,
      proceeding, action, or suit at its expense, by counsel of its choice. If
      the Indemnifying Party


                                       15
<PAGE>

      assumes such defense, the Party seeking indemnity shall cooperate fully
      with the Indemnifying Party in defense of the action and the Indemnifying
      Party shall not be liable to pay or reimburse the other party for
      attorneys' fees or expenses, except such out of pocket costs or expenses
      incurred by the Indemnified Party in cooperating with the Indemnifying
      Party.

      21. NOTICES

      All notices provided by this Agreement shall be in writing and shall be
given by facsimile or registered mail, postage prepaid, or by personal delivery,
by one party to the other, addressed to such other Party at the applicable
address set forth below, or to such other addresses as may be given for such
purpose by such other party by notice duly given hereunder. Notice shall be
deemed properly given on the date of a confirmed facsimile transmission, three
(3) days after the date mailed if given by first class mail. or on the date of
delivery, which ever applies:

      To MFB:           The Mrs. Fields' Brand, Inc.
                        2855 E. Cottonwood Parkway
                        Suite 400
                        Salt Lake City, UT 84121
                        Attention: Legal Department
                        Fax No: (801) 736-5944

      To NONNI'S:       Nonni's Food Company, Inc.
                        601 South Boulder, Suite 900
                        Tulsa, OK 74119
                        Fax: (918) 560-4108

      22. GENERAL PROVISIONS

            (a) No Fiduciary or Other Relationship. It is understood and agreed
      by the parties hereto that this Agreement does not create a fiduciary
      relationship between them, that MFB and Nonni's are and shall be
      independent contractors and that nothing in this Agreement is intended to
      make either party a general or special agent, joint venturer, partner or
      employee of the other for any purpose whatsoever.

            (b) Use of Licensed Names and Marks in Contracts. Nonni's shall not
      employ any of the Licensed Names and Marks in signing any contract or
      applying for any license or permit or in a manner that may result in MFB's
      liability for any of Nonni's indebtedness or obligations, nor may Nonni's
      use the Licensed Names and Marks in any way not expressly authorized by
      MFB. Except as expressly authorized in writing, neither MFB nor Nonni's
      shall make any express or


                                       16
<PAGE>

      implied agreements, warranties, guarantees or representations or incur any
      debt in the name or on behalf of the other, represent that their
      relationship is other than licensor and licensee or be obligated by or
      have any liability under any agreements or representations made by the
      other that are not expressly authorized in writing.

            (c) Severability. Except as expressly provided to the contrary
      herein, each Section, paragraph, term and provision of this Agreement, and
      any portion thereof, shall be considered severable and if, for any reason,
      any such provision of this Agreement is held to be invalid, contrary to or
      in conflict with any applicable present or future law or regulation in a
      final, unappealable ruling issued by any court, agency or tribunal with
      competent jurisdiction in a proceeding to which MFB is a party, that
      ruling shall not impair the operation of, or have any other effect upon,
      such other portions of this Agreement as may remain otherwise
      intelligible, which shall continue to be given full force and effect and
      bind the parties hereto, although any portion held to be invalid shall be
      deemed not to be a part of this Agreement from the date the time for
      appeal expires, if Nonni's is a party thereto, otherwise upon Nonni's
      receipt of a notice of non-enforcement thereof from MFB. If any covenant
      herein which restricts competitive activity is deemed unenforceable by
      virtue of its scope in terms of area, business activity prohibited and/or
      length of time, but would be enforceable by reducing any part or all
      thereof, Nonni's and MFB agree that the same shall be enforced to the
      fullest extent permissible under the laws and public policies applied in
      the jurisdiction in which enforcement is sought.

            (d) Substitution of Provisions. If any applicable and binding law or
      rule of any jurisdiction requires a greater prior notice of the
      termination of this Agreement than is required hereunder, or the taking of
      some other action not required hereunder, or if, under any applicable and
      binding law or rule of any jurisdiction, any provision of this Agreement
      is invalid or unenforceable, the prior notice and/or other action required
      by such law or rule shall be substituted for the comparable provisions
      hereof. Nonni's agrees to be bound by any promise or covenant imposing the
      maximum duty permitted by law which is subsumed within the terms of any
      provision hereof, as though it were separately articulated in and made a
      part of this Agreement, that may result from striking from any of the
      provisions hereof, any portion or portions which a court may hold to be
      unenforceable in a final decision to which MFB is a party, or from
      reducing the scope of any promise or covenant to the extent required to
      comply with such a court order. Such modifications to this Agreement shall
      be effective only in such jurisdiction, unless MFB elects to give them
      greater applicability, and shall be enforced as originally made and
      entered into in all other jurisdictions.

            (e) Waiver. MFB and Nonni's may by written instrument unilaterally
      waive or reduce any obligation of or restriction upon the other under this
      Agreement, effective upon delivery of written notice thereof to the other
      or such other effective date stated in the notice of waiver. Any waiver so
      granted by the waiving party shall be without prejudice to any other
      rights the waiving party may have, will be subject to continuing review by
      the waiving party and may be revoked, in the waiving party's sole
      discretion, at any time and for any reason, effective upon delivery to the
      other party of ten (10) days' prior written notice.


                                       17
<PAGE>

            (f) Waiver by Custom or Practice. MFB and Nonni's shall not be
      deemed to have waived or impaired any right, power or option reserved by
      this Agreement (including, without limitation, the right to demand exact
      compliance with every term, condition and covenant herein or to declare
      any breach thereof to be a default and to terminate this Agreement prior
      to the expiration of its term) by virtue of any custom or practice of the
      parties at variance with the terms hereof; any failure, refusal or neglect
      of MFB or Nonni's to exercise any right under this Agreement or to insist
      upon exact compliance by the other with its obligations hereunder; any
      waiver, forbearance, delay, failure or omission by MFB or Nonni's to
      exercise any right, power or option, whether of the same, similar or
      different nature, or MFB's acceptance of any payments due from Nonni's
      after any breach of this Agreement.

            (g) Force Majeure. Neither MFB nor Nonni's shall be liable for loss
      or damage or deemed to be in breach of this Agreement if their failure to
      perform obligations results from:

                  (i)   compliance with any law, regulation, requirement or
                        instruction of any federal, state, municipal or foreign
                        government or any department or agency thereof; or

                  (ii)  acts of God; or

                  (iii) fires, strikes, embargoes, war or riot; or

                  (iv)  any other similar event or cause.

      Any delay resulting from any of said causes shall extend performance
      accordingly or excuse performance, in whole or in part, as may be
      reasonable, except that said causes shall not excuse payments of amounts
      owed at the time of such occurrence or payment of any Running Royalties or
      Guaranteed Amounts for Royalty Bearing Products due on any sales
      thereafter.

            (h) Press Release. Unless consented to by Nonni's in advance or
      required by law, regulation, statute, etc., MFB agrees not to issue any
      formal press release prior to the introduction of Royalty Bearing Products
      through the Designated Distribution Channels.

            (i) Temporary Restraining Orders. Notwithstanding anything to the
      contrary contained in this Agreement, MFB and Nonni's shall each have the
      right in a proper case to obtain temporary restraining orders and
      temporary or preliminary injunctive relief from a court of competent
      jurisdiction. (j) Cumulative. The rights of MFB and Nonni's hereunder are
      cumulative and no exercise or enforcement by MFB or Nonni's of any right
      or remedy hereunder shall preclude the exercise or enforcement by MFB or
      Nonni's of any other right or remedy hereunder which MFB or Nonni's is
      entitled by law to enforce.

            (k) Costs and Attorney Fees. If a claim for amounts owed by Nonni's
      to MFB or its affiliates is asserted in any judicial proceeding or appeal
      thereof, or if MFB or Nonni's is required to enforce this Agreement in any
      judicial proceeding or appeal thereof, the party prevailing


                                       18
<PAGE>

      in such proceeding shall be entitled to reimbursement of its reasonable
      costs and expenses, including reasonable accounting and legal fees,
      whether incurred prior to, in preparation for, or in contemplation of the
      filing of any written demand, claim, action, hearing or proceeding to
      enforce the obligations of this Agreement. If MFB incurs expenses in
      connection with Nonni's failure to pay when due amounts owing to MFB, to
      submit when due any reports, information or supporting records or
      otherwise to comply with this Agreement, or if Nonni's incurs expenses in
      connection with MFB's failure to comply with this Agreement, including,
      but not limited to legal and accounting fees, the party incurring the
      expense shall be reimbursed by the other party for any such reasonable
      costs and expenses which it incurs.

            (l) Governing Law. Except to the extent governed by the United
      States Trademark Act of 1946 (Lanham Act, 15 U.S.C. " 1051 et seq.) or
      other federal law, this Agreement, and the relationship between Nonni's
      and MFB, shall be governed by the laws of the State of Utah.

            (m) Jurisdiction. Nonni's and MFB hereby irrevocably consent and
      agree that any legal action, suit or proceeding arising out of or in any
      way in connection with this Agreement may be instituted or brought in the
      United States District Court for the District of Utah. Nonni's and MFB
      hereby irrevocably consent and submit to, for themselves and in respect of
      their property, generally and unconditionally, the jurisdiction of such
      Court, and to all proceedings in such Court. Further, Nonni's and MFB
      irrevocably consent to actual receipt of any summons and/or legal process
      at their respective addresses as set forth in this Agreement as
      constituting in every respect sufficient and effective service of process
      in any such legal action or proceeding. Nonni's and MFB further agree that
      final judgment in any such legal action, suit or proceeding shall be
      conclusive and may be enforced in any other jurisdiction, whether within
      or outside the United States of America, by suit under judgment, a
      certified or exemplified copy of which will be conclusive evidence of the
      fact and the amount of the liability.

            (n) Waiver of Punitive Damages. Except with respect to the
      indemnification obligations of the parties hereunder, the parties waive to
      the fullest extent permitted by law any right to or claim for any punitive
      or exemplary damages against the other and agree that, in the event of a
      dispute between them, the party making a claim shall be limited to
      recovery of any actual damages it sustains.

            (o) Headings. The headings of the several sections and paragraphs
      hereof are for convenience only and do not define, limit or construe the
      contents of such sections or paragraphs.

            (p) Entire Agreement. This Agreement and the Exhibits hereto
      represent the entire agreement between MFB and Nonni's with respect to the
      subject matter hereof and supersede any prior agreements and negotiations
      between the parties. This Agreement does not affect my rights or
      obligations of the parties under the Retail Agreement.

            (q) Exhibits. All Exhibits hereto form part of this Agreement.


                                       19
<PAGE>

            (r) Counterparts. This Agreement may be executed simultaneously in
      two counterparts, each of which shall be deemed an original, but both of
      which together shall constitute one and the same agreement, binding upon
      both parties hereto, notwithstanding that both parties are not signatories
      to the original or the same counterpart.

            (s) Expenses. Each party shall bear its own expenses (including
      attorneys' fees and expenses) in connection with the preparation,
      negotiation, execution, and delivery of this Agreement.

      IN WITNESS THEREOF, this Agreement has been executed by the Parties hereto
as of the date and year first written above.

                                        NONNI'S FOOD COMPANY, INC.

                                        By: /s/ Tim Bruer
                                           -------------------------------------
                                        Its: CEO
                                            ------------------------------------


                                        THE MRS. FIELDS' BRAND, INC.

                                        By: /s/ Michael R. Ward
                                           -------------------------------------
                                        Its: Senior Vice President
                                            ------------------------------------

                                   EXHIBIT "A"

                            LICENSED NAMES AND MARKS


                                       20
<PAGE>

                                   EXHIBIT "B"

                            ROYALTY BEARING PRODUCTS

Commercially pre-baked ready-to-eat cookies packaged for food service for the
following products:

            Cookies


                                       21