Exhibit 10.1

SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT entered into as of this 23 day of April, 2003 (this
"Second Amendment"), is hereby entered into among FOOTHILL CAPITAL CORPORATION, a California corporation
("Lender") and Mrs. Fields' Original Cookies, Inc., a Delaware corporation ("Borrower").

RECITALS

WHEREAS,Borrower and Lender have executed and delivered that certain Second Amended and Restated Loan and
Security Agreement dated as of January 16, 2003 as amended by that certain First Amendment dated as of March 6, 2003 to the Second Amended and Restated Loan and Security Agreement (as
may be further amended, modified or supplemented from time to time, the "Loan Agreement");

WHEREAS,pursuant to SFAS #144, GAAP now requires all United States reporting companies to report asset impairment expense as a detailed
line item on their income statements, separate from depreciation and amortization;

WHEREAS,until December 28, 2002 Borrower included the value of asset impairment expense as part of the value of amortization and
depreciation, not as a separate item, when calculating EBITDA under the Loan Agreement; and

WHEREAS,Borrower has requested that the definition of EBITDA in the Loan Agreement be amended to accurately reflect asset impairment
expense as an item separate from amortization and depreciation;

NOW, THEREFORE,for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon the terms and
conditions set forth herein Borrower and Lender hereby agree as follows:



1.1Relation to Loan Agreement.This Second Amendment constitutes an integral part of the Loan
Agreement and shall be deemed to be a Loan Document for all purposes. Upon the effectiveness of this Second Amendment, on and after the date hereof each reference in the Loan Agreement to "this
Agreement," "hereunder," "hereof," or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to "the Loan Agreement," "thereunder," "thereof " or words of
like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended hereby.

1.2Capitalized Terms.For all purposes of this Second Amendment, capitalized terms used herein
without definition shall have the meanings specified in the Loan Agreement.



2.1Amendment to Section 1.Section 1.1 of the Loan Agreement is hereby amended by
deleting the definition of "EBITDA" in its entirety and replacing it with the following definition:

"EBITDA" means, with respect to any fiscal period, Borrower's and its Subsidiaries' consolidated net earnings (or loss), minusextraordinary gains and interest income,plusinterest expense, income taxes, depreciation and
amortization, and non-cash asset impairment expense (other than any asset impairment expenses related to the Wal-Mart store impairment charges incurred in June 2002) for
such period, as determined in accordance with GAAP.

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3.1Representations.



4.1Conditions to Effectiveness.The amendments contained in Section 2 above shall become
effective as of the date hereof when, and only when, the following conditions have been satisfied as determined in Lender's sole and absolute discretion:



4.2Cross-References.References in this Second Amendment to any Section (or "§".) are,
unless otherwise specified, to such Section (or "§") of this Second Amendment.

4.3Successors and Assigns.This Second Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

4.4Counterparts.This Agreement may be executed by one or more of the parties hereto on any number
of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of
this Agreement by facsimile transmission shall be as effective as delivery of an originally executed counterpart hereof.

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4.5GOVERNING LAW.THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES.

4.6Outstanding Indebtedness.



4.7Ratification.Except as expressly amended or waived herein, all of the representations,
warranties, terms, covenants and conditions of the Loan Agreement and the other Loan Documents shall remain unamended and unwaived and shall continue to be, and shall remain, in full force and effect
in accordance with their respective terms. The amendments set forth herein shall be limited precisely as provided for herein to the provisions expressly amended herein and shall not be deemed to be a
waiver of, amendment of, consent to or modification of any other term or provision of any other

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document
or of any transaction or further action on the part of the Borrower or the Guarantors which would require the consent of Lender under the Loan Agreement.

4.8Consent of Guarantors.Without limiting any waivers or any other provisions contained in its
respective Guaranty, each Guarantor hereby consents to the terms of this Second Amendment and hereby confirms and agrees thatitsrespective Guaranty is
and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects.

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IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and delivered as of the date first above written.

| |  | MRS. FIELDS' ORIGINAL COOKIES, INC.,
a Delaware corporation
| |  | -----------------------------------------------------------
| |  | By:                                                        
| |  | Name: Michael R. Ward
Title:Senior Vice President          
| |  |                                                            
| |  | FOOTHILL CAPITAL CORPORATION,
a California corporation     
| |  | By:                                                        
| |  | Name: Lisa Cooley
Title:Vice President                     

THE FOREGOING SECOND AMENDMENT IS AGREED TO, CONSENTED TO AND ACCEPTED BY AND EACH GUARANTOR EXPRESSLY AGREES TO BE BOUND BY SECTION 4.6 HEREOF:

|GREAT AMERICAN COOKIE COMPANY, INC.,
a Delaware corporation,
as Guarantor
|-------------------------------------------------------------------------
|By:                                                                      
|Name: Michael R. Ward
Title:Senior Vice President                        
|                                                                         
|PRETZEL TIME, INC.,
a Utah corporation,
as Guarantor                     
|By:                                                                      
|Name: Michael R. Ward
Title:Senior Vice President                        
|                                                                         

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|                                                                |                    |  | 
|--------------------------------------------------------------- | ------------------ |  | 
|PRETZELMAKER, INC.,
a Utah corporation,
as Guarantor           
|By:                                                             | /s/MICHAEL R. WARD |  | 
|Name: Michael R. Ward
Title:Senior Vice President               |                    | 
|                                                                |                    |  | 
|MRS. FIELDS GIFTS, INC.,
a Utah corporation,
as Guarantor      
|By:                                                             | /s/MICHAEL R. WARD |  | 
|Name: Michael R. Ward
Title:Senior Vice President               |                    | 
|                                                                |                    |  | 
|MRS. FIELDS COOKIES AUSTRALIA,
a Utah corporation,
as Guarantor
|By:                                                             | /s/MICHAEL R. WARD |  | 
|Name: Michael R. Ward
Title:Senior Vice President               |                    | 
|                                                                |                    |  | 

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