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                                                                 Exhibit 10.37

                               FOURTH AMENDMENT TO
                       AMENDED AND RESTATED LOAN AGREEMENT

      This Fourth Amendment to Amended and Restated Loan Agreement (this "Fourth
Amendment") is made as of the 3rd day of April 2000 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"), and
that certain Third Amendment to Amended and Restated Loan Agreement dated as of
February 1, 2000 ("Third Amendment") (the Amended and Restated Loan Agreement,
together with the First Amendment, the Second Amendment and the Third 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 "Credit Facility" in its
                  entirety and replacing it with the following:

            "Credit Facility" shall mean, with respect to the Borrower, one or
      more debt facilities (including, without limitation, the debt facility
      provided by this Agreement) or commercial paper facilities with banks or
      other institutional lenders (including any related notes, guaranties,
      collateral documents, instruments and agreements executed in connection
      therewith) providing for revolving credit loans, term loans, receivables
      financing (including through the sale of receivables to such lenders or to
      special purpose


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      entities formed to borrow from such lenders against such receivables) or
      letters of credit up to a maximum aggregate amount of not more than
      $10,000,000, in each case, as amended, restated, modified, renewed,
      refunded, replaced or refinanced in whole or in part from time to time.

            (b)   by deleting the definition of "Revolving Loan Commitment" in
                  its entirety and replacing it with the following:

            "Revolving Loan Commitment" shall mean Ten Million and 00/100
      Dollars ($10,000,000.00).

            (c)   by deleting the following Section 11.3(b)(xi) in its entirety:

            (xi) the incurrence by Pretzel Time of Indebtedness under a working
      capital facility, provided that the aggregate principal amount of all
      Indebtedness (with letters of credit being deemed to have a principal
      amount equal to the maximum potential liability of Pretzel Time
      thereunder) outstanding thereunder after giving effect to such incurrence,
      including all Permitted Refinancing Indebtedness incurred to refund,
      refinance or replace any other Indebtedness incurred pursuant to this
      clause (x), does not exceed an amount equal to $1,000,000;

      3. Conditions Precedent. This Fourth Amendment shall become effective upon
completion of each of the following conditions to the reasonable satisfaction of
LaSalle:

            (a)   Delivery of Stock Certificates. Borrower shall deliver to
                  LaSalle share certificates for all of the issued and
                  outstanding shares of Pretzel Maker Holdings, Inc. Borrower
                  shall deliver to LaSalle share certificates for all of the
                  shares of Pretzel Time, Inc. that were previously pledged to
                  Martin E. Lisiewski which have now been released from the
                  pledge to Mr. Lisiewski.

            (b)   Termination of Liens. The following Uniform Commercial Code
                  financing statements encumbering assets of the Borrower shall
                  be terminated:

                  (i) Number 9434060737 filed with the California Secretary of
                  State by Forum Financial Group, Inc.;

                  (ii) Number 3328767 filed with the Illinois Secretary of State
                  by Forum Financial Group, Inc.;


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                  (iii) Number 3436675 filed with the Illinois Secretary of
                  State by SC Three Limited Partnership;

                  (iv) Number 392633 filed with the Utah Secretary of State by
                  Home Insurance Company/Home Insurance Company of Indiana; and

                  (v) Book 796, Page 433 filed with Summit County, Utah by Home
                  Insurance Company/Home Insurance Company of Indiana.

            (c)   Updated Exhibit I. Borrower shall deliver to LaSalle an
                  updated Exhibit I to the Pledge and Security Agreement of
                  Borrower, listing all the shares of stock owned by the
                  Borrower.

            (d)   Corporate Deliveries. Borrower shall cause the following to be
                  delivered to LaSalle: corporate resolutions of Pretzel Time,
                  Inc., Pretzel Maker Holdings, Inc. and Great American Cookie
                  Company, Inc. approving each such entity's Guaranty,
                  guaranteeing the indebtedness of Borrower to LaSalle.

            (e)   Delivery of Affidavit. Borrower shall deliver to LaSalle a
                  property executed Affidavit, in the form attached hereto as
                  Exhibit A.

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

            (a)   Authorization. The Borrower is duly authorized to execute and
                  deliver this Fourth 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 Fourth
                  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 Fourth Amendment and the
                  Loan Documents are a legal, valid and binding obligation of
                  the Borrower, enforceable against the Borrower in accordance
                  with their respective


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                  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.

            (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.

      5.    Miscellaneous.

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

            (b)   Governing Law. This Fourth 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 Fourth Amendment shall be
                  interpreted in such a manner as to be effective and valid
                  under applicable law, but if any provision of this Fourth
                  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 Fourth
                  Amendment.

            (c)   Counterparts. This Fourth 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 Fourth 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
                  Fourth 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 Fourth Amendment shall be deemed to include this
                  Fourth Amendment unless the context shall otherwise require.


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            (f)   Continued Effectiveness. Notwithstanding anything contained
                  herein, the terms of this Fourth 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
                  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 Fourth 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: Vice-President, General Counsel
                                              ----------------------------------


                                        LASALLE BANK NATIONAL ASSOCIATION, a
                                        national banking association

                                        By: /s/ Michael K. Kriz
                                           -------------------------------------
                                        Name: Michael K. Kriz
                                             -----------------------------------
                                        Title: Asst. Vice-Pres.Leveraged Finance
                                              ----------------------------------
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                                    EXHIBIT A

                                    AFFIDAVIT

      I, Larry Hodges, in my capacity as Chief Executive Officer of Mrs. Fields'
Original Cookies, Inc. (the "Company"), hereby state that the Company currently
has no cash management, working capital, investment or other accounts of any
kind with Bankers Trust Company or Merrill Lynch, or with any of their
affiliates, and hereby further state that the Company currently maintains no
accounts of any kind with any bank, investment company or other financial
institution that are not subject to a blocked account agreement, or some other
similar agreement, among the Company, such financial institution and LaSalle
Bank National Association.

                                        /s/ Larry A. Hodges
                                        ----------------------------------------
                                        Larry Hodges, Chief Executive Officer