Exhibit 10.2

THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT entered into as of June 26, 2003 (this "Third
Amendment"), is hereby entered into among WELLS FARGO FOOTHILL, INC. (formerly known as 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 prior to the date hereof, and as may be further amended, modified or supplemented from time to time, the
"Loan Agreement");

WHEREAS, Borrower has requested that Lender amend the Loan Agreement as set forth in this Third Amendment; and

WHEREAS, Lender is willing to so amend the Loan Agreement in accordance with the terms and conditions hereof;

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 Third 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 Third 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 Third 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 "Adjusted EBITDA" in its entirety and replacing it with the following definition:



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2.2Amendment to Section 7.20. Section 7.20 of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:

"7.20
Financial Covenants.





Applicable Amount

Fiscal Period Ending$
19,630,000

December 2002$
18,815,000

March 2003$
18,350,000

June 2003$
19,625,000

September 2003$
18,825,000

December 2003$
19,185,000

March 2004$
19,225,000

June 2004$
19,930,000

September 2004$
20,260,000

December 2004




Quarter Ending

Applicable AmountDecember 2002

7.95March 2003

8.25June 2003

8.45September 2003

7.90December 2003

8.20March 2004

8.00June 2004

8.00September 2004

7.70December 2004

7.55


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Quarter Ending

Applicable AmountDecember 2002

0.73March 2003

0.72June 2003

0.71September 2003

0.80December 2003

0.78March 2004

0.85June 2004

0.88September 2004

0.94December 2004

0.98






December 2002

Fiscal Year 2003

Fiscal Year 2004$
350,000

$4,300,000 for the Fiscal Year

$4,300,000 for the Fiscal Year but no more than $1,500,000 in any one Fiscal Quarter


provided, thatto the extent the capital expenditures are less than $4,300,000 for Fiscal Year 2003 the amount of permissible capital expenditures for
Fiscal Year 2004 shall be increased by the difference between $4,300,000 and the actual amount of capital expenditures for Fiscal Year 2003."



3.1Representations.



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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 Third Amendment to any Section (or "§") are,
unless otherwise specified, to such Section (or "§") of this Third Amendment.

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

4.4Counterparts.This Third Amendment 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 Third Amendment by facsimile transmission shall be as effective as delivery of an originally executed counterpart hereof.

4.5GOVERNING LAW.THIS THIRD 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.



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Borrower
and each Guarantor hereby knowingly, voluntarily, intentionally and expressly waive and relinquish any and all rights and benefits that they may have under Section 1542
of the California Civil Code, or any other similar provision of any other jurisdiction, as against the Lender Parties. Section 1542 of the Civil Code of California provides:



Borrower
and each Guarantor hereby acknowledge that the foregoing waiver of the Section 1542 of the California Civil Code was separately bargained for. Borrower and each Guarantor
knowingly, voluntarily, intentionally and expressly waive any and all rights and benefits conferred by Section 1542, or by any law of the any state or territory of the United States or any
foreign country or principle of common law that is similar or analogous to Section 1542 and agree and acknowledge that this waiver is an essential term of this Third Amendment, without which
the consideration would not have been given by the Lender to the Borrower.

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 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 Third Amendment and hereby confirms and agrees that its respective Guaranty is and shall continue to be in full force and
effect and is hereby ratified and confirmed in all respects.

[Remainder
of page intentionally left blank.]

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IN
WITNESS WHEREOF, the parties hereto have caused this Third 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          
| |  |                                                            
| |  | WELLS FARGO FOOTHILL, INC.,
a California corporation       
| |  | By:                                                        
| |  | Name: Lisa Cooley
Title:Vice President                     

THE FOREGOING THIRD AMENDMENT IS AGREED TO, CONSENTED TO AND ACCEPTED BY EACH GUARANTOR, AND EACH GUARANTOR EXPRESSLY AGREES TO BE BOUND BY SECTIONS 4.6 AND 4.8 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                        
|                                                                         

[Signature Page to Third Amendment1 of 2]

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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               |                    | 
|                                                                |                    |  | 

[Signature Page to Third Amendment2 of 2]

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