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POST-PETITION
CREDIT, SECURITY AND GUARANTY AGREEMENT

dated
as of November 15, 2001,

among

THE
CIT GROUP/BUSINESS CREDIT, INC.,

as
Lender,

SWEET
FACTORY, INC.,

as
Borrower,

and

SWEET
FACTORY GROUP, INC.,

SF
PROPERTIES, INC.

and

SF
CANDY COMPANY,

as
Guarantors

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FIRST
AMENDMENT AGREEMENT

dated
as of January 9, 2001

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FIRST AMENDMENT AGREEMENT

This FIRST AMENDMENT AGREEMENT, dated as of January 9, 2002 (this "Amendment"), is among SWEET
FACTORY, INC., a Delaware corporation ("Borrower"), SWEET FACTORY GROUP, INC. a Delaware corporation ("SF
Parent"), SF CANDY COMPANY, a Delaware corporation ("SF Candy"), SF PROPERTIES, INC., a Delaware corporation
("SF Properties" and together with Borrower, SF Parent and SF Candy, collectively, the "SF Companies"
and, individually, "SF Company"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation
("Lender").

PRELIMINARY STATEMENTS:

(1) The
SF Companies and Lender are parties to the Post-Petition Credit, Security and Guaranty Agreement, dated as of November 15, 2001 (as the same
may from time be amended, restated or otherwise modified, the "Credit Agreement"; unless otherwise defined herein the terms defined therein are used
herein as so defined).

(2) On
December 19, 2001, the Bankruptcy Court entered the Final Order, which contained certain modifications to the Credit Agreement.

(3) The
parties hereto desire to amend the Credit Agreement to incorporate such modifications contained in the Final Order.

NOW,
THEREFORE, the parties hereby agree as follows:

SECTION 1.AMENDMENTS.  Sections 10.1(h), (n), (s) and (x) of the Credit Agreement are
hereby amended and restated in their entirety as follows:



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SECTION 2.REPRESENTATIONS AND WARRANTIES.  Each SF Company represents and warrants as follows:



SECTION 3.RATIFICATIONS.  Except as expressly modified and superseded by this Amendment, the
terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.

SECTION 4.CONDITIONS TO EFFECTIVENESS.  The waiver and amendments set forth in Section 1
of this Amendment shall become effective upon the satisfaction of the following conditions precedent:



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SECTION 5.MISCELLANEOUS.



[Remainder
of page intentionally left blank.]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

| |  | BORROWER:                          
| |  | -----------------------------------
| |  | SWEET FACTORY, INC.                
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | SF GUARANTORS:                     
| |  | SWEET FACTORY GROUP, INC.          
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | SF PROPERTIES, INC.                
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | SF CANDY COMPANY                   
| |  | By:                                
| |  | Name:                              
| |  | Title:                             
| |  | LENDER:                            
| |  | THE CIT GROUP/BUSINESS CREDIT, INC.
| |  | By:                                
| |  | Name:                              
| |  | Title:                             

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GUARANTOR ACKNOWLEDGMENT

Each of the undersigned acknowledges and agrees to the terms of the foregoing First Amendment Agreement. Each of the undersigned further agrees that its
obligations pursuant to its Guaranty shall remain in full force and effect and be unaffected hereby.

| |  | FANNIE MAY HOLDINGS, INC.           
| |  | ------------------------------------
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              
| |  | ARCHIBALD CANDY CORPORATION         
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              
| |  | ARCHIBALD CANDY (CANADA) CORPORATION
| |  | By:                                 
| |  | Name:                               
| |  | Title:                              

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