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                                                                    EXHIBIT 10.6

                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE


In re:                                                    Case No. 01-11311 (RB)

SWEET FACTORY GROUP, INC.,                                Chapter 11
ET AL.,(1)
                                                          (Jointly Administered)
                        Debtors.


                       SECOND AMENDED PLAN OF LIQUIDATION
                      OF SWEET FACTORY GROUP, INC., ET AL.,
          AS MODIFIED PURSUANT TO SUPPORT AGREEMENT DATED MAY 23, 2002


                    Laura Davis Jones (Delaware Bar No. 2436)
              Kathleen Marshall DePhillips (Delaware Bar No. 4173)
                   Pachulski, Stang, Ziehl, Young & Jones P.C.
                          919 Market Street, 16th Floor
                                  P.O. Box 8705
                         Wilmington, Delaware 19899-8705
                            Telephone: (302)652-4100
                            Facsimile: (302)652-4400

                  Marc A. Beilinson (California Bar No. 110190)
                 Jeremy V. Richards (California Bar No. 102300)
                   Malhar S. Pagay (California Bar No. 189289)
                   Pachulski, Stang, Ziehl, Young & Jones P.C.
                    10100 Santa Monica Boulevard, Suite 1100
                          Los Angeles, California 90067
                            Telephone: (310)277-6910
                            Facsimile: (310)201-0760

                  Counsel to Debtors and Debtors in Possession


Dated: July 3, 2002

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(1)  The Debtors are: Sweet Factory Group, Inc., Sweet Factory, Inc., SF Candy
     Company and SF Properties, Inc.

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                              PRELIMINARY STATEMENT

          Sweet Factory Group, Inc., a Delaware corporation ("SFG"), Sweet
Factory, Inc., a Delaware corporation ("SFI"), SF Candy Company, a Delaware
corporation ("Candy") and SF Properties, Inc., a Delaware corporation
("Properties") (collectively, the "Debtors") hereby propose the following Plan
of Liquidation ("Plan") respecting the Debts(1) of the Debtors pursuant to
section 1121 of the Bankruptcy Code in accordance with the Support Agreement,
entered into by and among the Debtors, an informal committee of Senior
Noteholders who collectively hold, either directly or indirectly, over
eighty-eight percent (88%) of the principal amount of the indebtedness under the
Senior Notes (the "Informal Committee"), the Creditors Committee and Archibald.
The Support Agreement memorializes a resolution of disputes among the parties
and a commitment by Archibald, the Creditors Committee and the Informal
Committee to support Confirmation of the Plan as modified herein. Also pursuant
to the Support Agreement, the Plan provides for a release by the Debtors of all
Avoidance Rights of Action against the Holders of Allowed Class 5 Claims and a
release by the Debtors and by all parties voting in favor of the Plan of any and
all claims against the Indenture Trustee, Senior Noteholders, Archibald and its
affiliates and certain related individuals and entities.

          The Plan sets forth a proposal for the satisfaction, discharge and/or
cancellation of all Claims against and Interests in the Debtors. The Debtors
believe that the proposal set forth in the Plan is in the best interest of
Creditors. The Debtors Disbursing Agent shall make Cash payments under the Plan
(a) on account of the DIP Financing, (b) to Holders of Allowed Administrative
Claims; (c) to Holders of Allowed Priority Tax Claims, and (d) to Holders of

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(1)  Capitalized terms not otherwise defined in this Preliminary Statement have
     the same meanings as defined in the Plan.

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Allowed Class 1, 2, 3 and 4 Claims. The Class 5 Disbursing Agent, acting at the
direction of the Post-Confirmation Creditors Committee, will make payments under
the Plan earmarked for Holders of Allowed Class 5 Claims. The primary source of
Distributions is anticipated to be the proceeds of the Sale of substantially all
of the Debtors' Assets pursuant to the Sale Motion. The Debtors shall be
dissolved upon the Effective Date.

          As more fully described in the Disclosure Statement, the Plan must be
approved by the requisite number of Creditors and the Bankruptcy Court must find
that it meets the applicable legal standards before the Plan can be confirmed.
If the Plan is not confirmed, the Bankruptcy Court may order the Chapter 11
Cases dismissed, converted to liquidating cases under chapter 7 of the
Bankruptcy Code, or the Debtors or other parties in interest may propose a
different plan.

                                    ARTICLE I

                                   DEFINITIONS

          For purposes of this Plan, all capitalized terms used herein and not
otherwise defined shall have the meanings set forth below. A term used, but not
defined, in this Plan but defined in the Bankruptcy Code or the Federal Rules of
Bankruptcy Procedure (collectively, the "Bankruptcy Rules") shall have the
meaning ascribed to it in the Bankruptcy Code or the Bankruptcy Rules, unless
the context clearly requires otherwise. The rules of construction used in
section 102 of the Bankruptcy Code shall apply to the construction of this Plan.
Headings and captions are utilized in this Plan for convenient reference only,
and shall not constitute a part of this Plan for any other purpose.

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     1.1   "ADMINISTRATIVE CLAIM" means a Claim for an administrative expense of
the Debtors, arising during the period commencing on the Petition Date and
ending on the Effective Date under sections 503(b), 1114(e)(2) or 546(c)(2) of
the Bankruptcy Code and entitled to priority under section 507(a)(1) of the
Bankruptcy Code, including, but not limited to (a) any actual and necessary cost
or expense of preserving the Debtors' Estates or conducting the business of the
Debtors, (b) administrative expenses previously allowed by the Bankruptcy Court,
(c) any Tax Claims incurred by the Debtors after the Petition Date or relating
to a tax year or period which occurs after the Petition Date, (d) Professional
Fees, (e) all fees and charges assessed against the Debtors pursuant to 28
U.S.C. Section 1930; and (f) Approved Severance Payments. For purposes of this
Plan, Administrative Claims shall also include Assumption Obligations.

     1.2   "ADMINISTRATIVE CLAIMS BAR DATE" means, for Claimants other than
Professionals and Claimants, other than Holders of Tax Claims, the Second
Business Day that is at least thirty (30) days after the Confirmation Date, or
such other date as may be fixed by order of the Bankruptcy Court after notice
and a hearing, and for Professionals, the Second Business Day that is at least
thirty (30) days after the Effective Date, or such other day as may be fixed by
the Bankruptcy Court after notice and a hearing. Any Administrative Claim that
is not asserted prior to the Administrative Claims Bar Date shall be deemed to
be untimely and shall be forever barred.

     1.3   "ALLOWED" means with respect to any Claim:

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           (a)    a Claim that appears in the Schedules, except a Claim that is
listed as disputed, contingent or unliquidated or for which a contrary proof of
Claim has been filed;

           (b)    a Claim for which a proof of Claim has been timely filed as of
the Bar Date and no objection thereto has been made on or before the date
specified in section 5.8 hereof or which is not otherwise a Disputed Claim; or

           (c)    a Claim that has been allowed, but only to the extent allowed
(x) by a Final Order, (y) under this Plan, or (z) under any agreements entered
into (i) with the Debtors or the Debtors Disbursing Agent, with respect to the
DIP Financing, Administrative Claims, Priority Tax Claims, Class 1, 2, 3 and 4
Claims, or (ii) with the Creditors Committee, Post-Confirmation Creditors
Committee or the Class 5 Disbursing Agent, with respect to Class 5 Claims, in
connection with this Plan establishing the amount and nature of any such Claim.

     1.4   "ALLOWED SECURED CLAIM" means that portion of an Allowed Claim
secured by a valid, perfected and enforceable lien that is not subject to
avoidance under bankruptcy or non-bankruptcy law, equal to the value, as
determined by the Bankruptcy Court pursuant to sections 506(a) and 1129(b) of
the Bankruptcy Code and Bankruptcy Rule 3012, of (a) the interest of the Holder
of such Allowed Claim in the property of the Debtors securing such Allowed
Claim, or (b) the amount subject to setoff under section 553 of the Bankruptcy
Code.

     1.5   "ALLOWED UNSECURED CLAIM" means any Allowed Claim (including any
Rejection Claim) that is not an Allowed Administrative Claim, an Allowed Secured
Claim, or an Allowed Priority Tax Claim.

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     1.6   "ALLOWED REAL PROPERTY REJECTION CLAIMS" means all Allowed Rejection
Claims on account of real property leases rejected on or before the Effective
Date.

     1.7   "APPROVED SEVERANCE PAYMENTS" means payments to be made upon the
termination of certain of Debtors' employees, as agreed-upon among the Debtors,
Creditors Committee and Informal Committee, and/or as approved by the Bankruptcy
Court.

     1.8   "ARCHIBALD" means Archibald Candy Corporation and any successor in
interest.

     1.9   "ASSET(S)" means all assets of the Debtors' Estates including all
"property of the estate" as defined in Bankruptcy Code section 541.

     1.10  "ASSUMPTION OBLIGATION" means any monetary amounts payable to the
non-debtor party to any executory contract or unexpired lease, pursuant to
section 365(b)(1) of the Bankruptcy Code, as a condition to the assumption of
such contract or lease.

     1.11  "AVOIDANCE RIGHTS OF ACTION" means all rights of action arising under
sections 544-550 of the Bankruptcy Code.

     1.12  "BALLOT" means the form for acceptance or rejection of the Plan
distributed to those Creditors entitled to vote on the Plan, as such form may be
approved by the Bankruptcy Court and which shall otherwise comply with the
requirements of Bankruptcy Rule 3018(c). Any Ballot which is executed by the
Holder of an Allowed Claim but which does not indicate an acceptance or
rejection of the Plan shall be deemed to be an acceptance of the Plan.

     1.13  "BANKRUPTCY CODE" means Title 11 of the United States Code, Sections
101, ET SEQ., as in effect on the Petition Date, as the same thereafter has been
and may be amended.

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     1.14  "BANKRUPTCY COURT" means the United States Bankruptcy Court for the
District of Delaware or such other court as may hereafter exercise jurisdiction
over the Chapter 11 Cases.

     1.15  "BANKRUPTCY RULES" means the Federal Rules of Bankruptcy Procedure,
as in effect on the Petition Date, as the same thereafter have been and may be
amended, and the Local Rules of the Bankruptcy Court to the extent applicable to
the Chapter 11 Cases.

     1.16  "BAR DATE" means April 1, 2002, or such other applicable deadline as
set forth in the AMENDED ORDER PURSUANT TO BANKRUPTCY RULES 2002 AND 3003 (i)
FIXING DEADLINE FOR FILING PROOFS OF CLAIM, AND (ii) APPROVING THE FORM AND
MANNER OF SERVICE OF THE NOTICE OF DEADLINE, entered on February 11, 2002.

     1.17  "BUSINESS DAY" means any day other than a Saturday, Sunday or "legal
holiday" as such term is defined in Bankruptcy Rule 9006(a).

     1.18  "CASH" means cash and cash equivalents including, but not limited to,
checks, wire transfers, money orders, certificates of deposit and other similar
readily marketable securities or instruments, together with any interest earned
or accrued thereon.

     1.19  "CHAPTER 11 CASES" means the chapter 11 cases commenced by the
Debtors upon their filing with the Bankruptcy Court of voluntary petitions under
chapter 11 of the Bankruptcy Code.

     1.20  "CIT" means The CIT Group/Business Credit, Inc., and any successor in
interest.

     1.21  "CLAIM" means a claim against the Debtors within the meaning of
section 101(5) of the Bankruptcy Code.

     1.22  "CLAIMANT" means the Holder of Claim.

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     1.23  "CLASS" means a category or group of Creditors whose Claims are
substantially similar to the Claims of the other Creditors in such Class, as
designated by the Plan pursuant to sections 1122 and 1123 of the Bankruptcy
Code.

     1.24  "CLASS 5 DISBURSING AGENT" means the person or persons designated by
the Creditors Committee or Post-Confirmation Creditors Committee, not later than
ten (10) days after the Confirmation Date, to act as the disbursing agent for
the purpose of making the Distributions to Holders of Class 5 Claims required
under the Plan. The Class 5 Disbursing Agent shall be required to post a bond in
an amount specified by the Post-Confirmation Creditors Committee.

     1.25  "CLASS 5 SALE PROCEEDS" means Cash from the gross proceeds arising
from the Sale in the amount of six hundred twenty-five thousand dollars
($625,000.00) plus fifteen percent (15%) of the gross proceeds of Sale in excess
of $4.35 million plus seven percent (7%) of the amount of all Allowed Real
Property Rejection Claims.

     1.26  "CLOSING DATE" means the "Closing Date" as defined in the Asset
Purchase Agreement governing the Sale.

     1.27  "CREDITORS COMMITTEE" means the Official Committee of Unsecured
Creditors appointed in the Chapter 11 Cases as it may be constituted from time
to time.

     1.28  "CONFIRMATION" means the signature of the Bankruptcy Court on the
Confirmation Order.

     1.29  "CONFIRMATION DATE" means the date of Confirmation.

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     1.30  "CONFIRMATION HEARING" means the duly noticed hearing held by the
Bankruptcy Court on confirmation of the Plan pursuant to section 1129 of the
Bankruptcy Code. The Confirmation Hearing may be adjourned by the Bankruptcy
Court from time to time without further notice other than the announcement of
the adjourned date at the Confirmation Hearing.

     1.31  "CONFIRMATION ORDER" means the order of the Bankruptcy Court
confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

     1.32  "CONTINGENT CLAIM" means any Claim for which a proof of Claim has
been filed with the Bankruptcy Court but was not filed in a sum certain or any
Claim scheduled as "contingent" and which Claim has not been estimated, fixed or
liquidated by the Bankruptcy Court at a sum certain as of the Effective Date.

     1.33  "CREDITOR" means any entity that holds a Claim that arose or is
deemed to have arisen at the time of or before the Petition Date.

     1.34  "DEBT" means liability on a Claim.

     1.35  "DEBTORS DISBURSING AGENT" means the person or persons designated by
the Debtors to act as the disbursing agent for the purpose of making the
Distributions required under the Plan to CIT on account of the DIP Financing,
Holders of Administrative Claims, Priority Tax Claims and Holders of Claims in
Classes 1, 2, 3 and 4. The Debtors initially designate Robert L. Berger &
Associates, LLC, as the Debtors Disbursing Agent.

     1.36  "DIP FINANCING" means the credit obligations, loans and other
financial accommodations provided by CIT to the Debtors subsequent to the
Petition Date, pursuant to the

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FINAL ORDER APPROVING SECTION 364 BORROWING AND GRANTING LIENS AND RELATED
RELIEF, entered by the Bankruptcy Court on or about December 19, 2001.

     1.37  "DISBURSING AGENTS" means, collectively, the Class 5 Disbursing Agent
and the Debtors Disbursing Agent.

     1.38  "DISCLOSURE STATEMENT" means the Disclosure Statement respecting the
Plan disseminated by the Debtors to the Holders of Claims against and Interests
in the Debtors in order to provide to such persons adequate information in
accordance with section 1125 of the Bankruptcy Code, as such Disclosure
Statement may be modified, amended or supplemented from time to time.

     1.39  "DISPUTED CLAIM" means (a) any Claim or portion of a Claim as to
which an objection to the allowance thereof has been interposed as of the
Effective Date or any later deadline fixed under the Plan or by order of the
Bankruptcy Court, which objection has not been withdrawn or determined by Final
Order, (b) any Claim for which a proof of claim is filed after the Bar Date, (c)
any Contingent Claim, (d) any Claim scheduled by the Debtors in the Schedules as
disputed, contingent or unliquidated or (e) any Claim scheduled by the Debtors
in the Schedules as liquidated in amount and not disputed or contingent and as
to which a contrary proof of claim has been filed by the Claimant. To the extent
an objection relates to the allowance of only a part of a Claim, such Claim
shall be a Disputed Claim only to the extent of the objection.

     1.40  "DISTRIBUTION" means the Cash to be distributed to Holders of Allowed
Claims.

     1.41  "EFFECTIVE DATE" means the Closing Date of the Sale.

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     1.42  "EFFECTIVE DATE PAYMENT PROCEEDS" means all proceeds of Sale other
than Class 5 Sale Proceeds and all remaining Assets other than the Class 5 Sale
Proceeds.

     1.43  "ESTATES" means the Debtors' bankruptcy estates created pursuant to
Bankruptcy Code section 541.

     1.44  "FINAL ORDER" means an order or judgment of the Bankruptcy Court or
other court of competent jurisdiction (a) which has not been reversed, stayed,
modified or amended, (b) as to which the time to or the right to appeal or seek
reconsideration, review, rehearing, or certiorari has expired or been waived
(without regard to whether the time to seek relief from a judgment under
Bankruptcy Rule 9024 has expired), and (c) as to which no appeal or petition for
reconsideration, review, rehearing, or certiorari is pending.

     1.45  "HOLDER" means the Holder of a Claim against or Interest in the
Debtors.

     1.46  "INTERCOMPANY CLAIM" means any Claim held or asserted by any Debtor
against any other Debtor.

     1.47  "INTEREST" means a share in any of the Debtors, whether or not
transferable or denominated "stock" or similar security.

     1.48  "LIEN" means a charge against or interest in property to secure
payment of a debt or performance of an obligation.

     1.49  "PETITION DATE" means November 15, 2001, the date upon which the
Debtors filed their voluntary petitions pursuant to chapter 11 of the Bankruptcy
Code.

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     1.50  "PLAN" means this Chapter 11 plan of liquidation and any exhibits and
schedules hereto and any documents incorporated herein by reference, as the same
may from time to time be amended or modified as and to the extent permitted
herein or by the Bankruptcy Code.

     1.51  "PLAN EXPENSES" means the expenses incurred by the Post-Confirmation
Creditors Committee, the Debtors Disbursing Agent or the Class 5 Disbursing
Agent in administration of the Plan following the Effective Date (including the
fees and costs of attorneys and other Professionals) as approved by the Court,
for the purpose of (a) resolving Disputed Claims and effectuating distributions
to Creditors under the Plan, and (b) otherwise implementing the Plan and closing
the Chapter 11 Cases, as well as the Approved Severance Payments.

     1.52  "PLAN INTEREST RATE" means the rate of interest utilized, if
necessary, for purposes of the application of section 1124 (impairment) or
section 1129(b) of the Bankruptcy Code (present value), as the case may be, to
the distributions to certain Creditors under the Plan. The Plan Interest Rate
shall be the Prime lending rate of Bank of America, N.T. & S.A. with respect to
Secured Claims.

     1.53  "PLAN RELEASES" means the releases, waivers and other consideration
described in section 8.7 of this Plan.

     1.54  "POST-CONFIRMATION CREDITORS COMMITTEE" means the representatives of
Holders of Claims from and after the Effective Date, initially constituted of
the members of the Creditors Committee as of the Effective Date, which shall be
responsible for implementing the

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Distributions to Holders of Class 5 Claims under the Plan and prosecuting
objections to Class 5 Disputed Claims.

     1.55  "PRESENT VALUE" means the present value as of the Effective Date of
Cash payments made under the Plan by the Debtors using the Plan Interest Rate.

     1.56  "PRIORITY CLAIM" means a Claim, other than an Administrative Claim or
a Tax Claim, entitled to priority in payment under section 507(a) of the
Bankruptcy Code.

     1.57  "PRIORITY TAX CLAIM" means that portion of a Tax Claim, if any,
entitled to priority in payment under section 507(a)(8) of the Bankruptcy Code.

     1.58  "PROFESSIONAL FEES" means all amounts allowed and awarded by the
Bankruptcy Court for compensation for services rendered and reimbursement of
expenses incurred by Professionals pursuant to sections 330(a) and 503(b) of the
Bankruptcy Code.

     1.59  "PROFESSIONALS" means those attorneys, accountants and other
financial advisors employed by the Debtors or the Creditors Committee in the
Chapter 11 Cases and to be compensated for services rendered and reimbursed for
expenses incurred pursuant to sections 330(a) and 503(b) of the Bankruptcy Code.

     1.60  "PRO RATA" or "PRO RATA SHARE" means, with respect to distributions
on account of Allowed Claims or Interests, in the same ratio of an Allowed Claim
or Allowed Interest in a particular Class to the aggregate of all Allowed Claims
in that Class.

     1.61  "REJECTION CLAIM" means any Allowed Claim under Bankruptcy Code
section 502(g) that arises under Bankruptcy Code section 365(g)(1) in favor of
the non-debtor party to

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any executory contract or unexpired lease that is rejected by the Debtors
pursuant to Bankruptcy Code sections 365(a) or 1122(b)(2).

     1.62  "REJECTION CLAIM BAR DATE" means the Second Business Day that is at
least thirty (30) days following the Confirmation Date, prior to which entities
asserting a Rejection Claim against the Debtors must have filed a proof of claim
with respect to such Rejection Claim or be forever barred from asserting such
Claim and/or sharing in any distribution hereunder in respect of such Claim.

     1.63  "SALE" means the transaction approved pursuant to the Sale Order, as
defined below.

     1.64  "SALE MOTION" means the DEBTORS' MOTION FOR ORDER PURSUANT TO
SECTIONS 105, 363, 365 AND 1146 OF THE BANKRUPTCY CODE APPROVING: (A) SALE OF
ASSETS FREE AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES; (B) ASSUMPTION AND
ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES; AND (C)
EXEMPTION OF THE SALE OF ASSETS FROM TRANSFER TAXES, filed on June 5, 2002.

     1.65  "SALE ORDER" means the order of the Bankruptcy Court granting the
Sale Motion.

     1.66  "SCHEDULES" means the schedules and statements of financial affairs
filed by the Debtors pursuant to section 521 of the Bankruptcy Code and
Bankruptcy Rule 1007, as further amended from time to time.

     1.67  "SENIOR NOTEHOLDERS" means, collectively, the holders of Senior Notes
and any successor(s) in interest.

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     1.68  "SENIOR NOTES" means, collectively, those outstanding 10.25% senior
secured note obligations of Archibald in the aggregate principal amount of $170
million, due July 1, 2004, arising from issuances of $100 million of senior
notes on July 2, 1997, $30 million of additional senior notes on December 7,
1998, and an additional $40 million of senior notes on June 8, 1999.

     1.69  "SUPPORT AGREEMENT" means that certain Support Agreement, entered
into as of May 23, 2002, by and among the Debtors, the Informal Committee, the
Creditors Committee and Archibald.

     1.70  "TAX CLAIM" means all or that portion of an Allowed Claim held by a
governmental unit for a tax assessed or assessable against the Debtors,
including income and employment taxes and any related penalties or Interest.

     1.71  "TRUSTEE" means The Bank of New York, as trustee for the Senior
Noteholders.

                                   ARTICLE II

                     CLASSIFICATION OF CLAIMS AND INTERESTS

     2.1   CRITERION OF CLASS. The following is a designation of Classes of
Claims under the Plan. Administrative Claims and Priority Tax Claims have not
been classified and are excluded from the following Classes in accordance with
section 1123(a)(1) of the Bankruptcy Code. A Claim is classified in a particular
Class only to the extent that (a) the Claim qualifies within the description of
that Class, and is classified in a different Class to the extent that the
remainder of the Claim qualifies within the description of that different Class,
and (b) the Claim, or any portion or allowed amount of such Claim, is an Allowed
Claim in that Class and has not

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been paid, released or otherwise satisfied prior to the Effective Date. In the
event of a controversy as to whether (a) any Class of Claims is impaired, or (b)
any Class of Claims is properly designated, the Bankruptcy Court shall, after
notice and a hearing, determine such controversy pursuant to applicable
provisions of the Bankruptcy Code and Bankruptcy Rule 3013.

     2.2   CLASSES OF CLAIMS. All Claims are divided into the following Classes,
which Classes shall be mutually exclusive:

                (a)  CLASS 1 - ALLOWED SECURED CLAIMS OF ARCHIBALD.

                (b)  CLASS 2 - ALLOWED SECURED CLAIMS OF SENIOR NOTEHOLDERS.

                (c)  CLASS 3 - OTHER ALLOWED SECURED CLAIMS. Class 3 consists of
all Allowed Secured Claims not otherwise classified in Class 1 of Class 2. Each
Holder of an Allowed Secured Claim in Class 3 shall be considered to be in its
own separate subclass within Class 3, and each such subclass will be deemed a
separate class for purposes of this Plan.

                (d)  CLASS 4 - ALLOWED PRIORITY CLAIMS.

                (e)  CLASS 5 - ALLOWED UNSECURED CLAIMS. Class 5 consists of all
Allowed Unsecured Claims other than Intercompany Claims.

                (f)  CLASS 6 - INTERCOMPANY CLAIMS. Class 6 consists of all
Claims among the Debtors.

                (g)  CLASS 7 - INTERESTS IN SFG. Class 7 consists of all
Interests in SFG.

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                (h)  CLASS 8 - INTERESTS IN EACH DEBTOR OTHER THAN SFG. Class 7
consists of all Interests in SFI, Candy and Properties.

                                   ARTICLE III

                        TREATMENT OF UNCLASSIFIED CLAIMS

     3.1   ADMINISTRATIVE CLAIMS. Each Holder of an Allowed Administrative Claim
shall receive from the Effective Date Payment Proceeds, Cash equal to the amount
of such Claim, unless such Holder shall have agreed to different treatment of
such Claim, at the sole option of the Debtors or the Post-Confirmation Creditors
Committee, as the case may be: (a) on or as soon as practicable after the later
of (i) the Effective Date or (ii) the date upon which the Bankruptcy Court
enters a Final Order determining or approving such Claim; (b) in accordance with
the terms and conditions of agreements that either have been or may be approved
by the Bankruptcy Court between the Holders of such Claims and the Debtors or
the Post-Confirmation Creditors Committee, as the case may be; or (c) with
respect to Administrative Claims representing obligations incurred in the
ordinary course of the Debtors' business, upon such regular and customary
payment or performance terms as may exist in the ordinary course of the Debtors'
business or as otherwise provided in the Plan.

     3.2   ADMINISTRATIVE CLAIMS BAR DATE. All requests for payment of
administrative expenses under section 503(a) of the Bankruptcy Code, and final
applications for Professional Fees for services rendered or expenses incurred
before the Effective Date, must be filed and served on or before the applicable
Administrative Claims Bar Date. Any Holder of such a Claim that is required to
file and serve a request for payment or other motion or application and that

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fails to timely comply with the Administrative Claims Bar Date shall be forever
barred from asserting such Claim against the Debtors or Estates or any property
of the Debtors or of the Estates or any property held by the Post-Confirmation
Creditors Committee or Disbursing Agents pursuant to this Plan and from sharing
in any distribution under the Plan. All objections, if any, to the allowance and
approval of such Claims must be filed and served not later than thirty (30) days
after the applicable Administrative Claims Bar Date. Holders of Claims based on
liabilities incurred in the ordinary course of the Debtors' business or affairs
following the Petition Date, other than Tax Claims, shall not be required to
comply with the Administrative Claims Bar Date, provided that such Holders have
otherwise submitted an invoice, billing statement or other evidence of
indebtedness to the Debtors in the ordinary course of business.

     3.3   PRIORITY TAX CLAIMS. Unless the Holder of a Priority Tax Claim has
agreed to different treatment for such Claims, each Holder of a Priority Tax
Claim shall receive from the Effective Date Payment Proceeds, at the sole option
of the Debtors or the Debtors Disbursing Agent, as the case may be, a Cash
payment equal to the amount of such Claim (a) as soon as practicable after the
later of the Effective Date or the date upon which the Bankruptcy Court enters a
Final Order Allowing such Claim; (b) deferred to the extent permitted by section
1129(a)(9) of the Bankruptcy Code with interest on the unpaid portion of such
Claim at the statutory rate or at a rate to be agreed to by the Debtors or the
Debtors Disbursing Agent, as the case may be, and the appropriate governmental
unit or, if they are unable to agree, to be determined by the Bankruptcy Court;
provided, however, that the Post-Confirmation Creditors Committee may prepay any
or all such Claims at any time; or (c) in accordance with the terms

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and conditions of agreements that either have been or may be approved by the
Bankruptcy Court between the Holders of such Claims and the Debtors or the
Debtors Disbursing Agent, as the case may be.

     3.4   REPAYMENT OF DIP FINANCING. On the Effective Date, except to the
extent CIT has agreed to different treatment, the Debtors Disbursing Agent shall
pay from the Effective Date Payment Proceeds to CIT Cash equal to the amount of
the Debtors' obligations under the DIP Financing, or such lesser amount to which
CIT shall agree, in full satisfaction and release of Debtors' obligations
thereunder.

                                   ARTICLE IV

                  TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS

     4.1   CLASS 1 (ARCHIBALD ALLOWED SECURED CLAIM). The Class 1 Claim is
impaired. The Class 1 Archibald Secured Claim shall be Allowed and receive on
the Effective Date Distributions from the Effective Date Payment Proceeds in the
amount of the Effective Date Payment Proceeds minus (a) the amount of the DIP
Financing as of the Effective Date and (b) payments on account of Allowed
Administrative Claims, Priority Tax Claims, and Allowed Class 2, 3 and 4 Claims.
The Holder of the Class 1 Claim waives any and all rights to Distributions as a
Holder of a Class 5 Claim.

     4.2   CLASS 2 (SENIOR NOTEHOLDERS ALLOWED SECURED CLAIMS). Class 2 Claims
are impaired. The Class 2 Senior Noteholders Secured Claim shall be Allowed and
receive Distributions on the Effective Date from the Effective Date Payment
Proceeds in the amount of

                                      -18-
<Page>

five hundred thousand dollars ($500,000.00). Holders of Class 2 Claims waive any
and all rights to Distributions as Holders of Class 5 Claims.

     4.3   CLASS 3 (OTHER ALLOWED SECURED CLAIMS). Class 3 Claims are impaired,
unless the treatment selected for such Claims is the option set forth in
sections 4.3.1 or 4.3.2, in which case the Class is unimpaired. The Debtors are
not aware of any Class 3 Claims. Any Distributions to be made to Holders of
Class 3 Claims shall be made from Effective Date Payment Proceeds. On the
Effective Date, except to the extent that the Holder of a particular Claim has
agreed to a different treatment, as to each Class 3 Claim, at the sole option of
the Debtors or the Debtors Disbursing Agent, as the case may be, either:

           4.3.1  The Holder of such Claim shall be treated in accordance with
                  the terms and conditions of all documents respecting such
                  Claim and the legal, equitable and contractual rights to which
                  each Holder of such Claim is entitled shall not be altered; or

           4.3.2  (i) any default, other than a default of the kind specified in
                  section 365(b)(2) of the Bankruptcy Code, shall be cured;

                  (ii) the maturity of such Claim shall be reinstated as such
                  maturity existed before any default;

                  (iii) the Holder of such Claim shall be compensated for any
                  damages incurred as a result of any reasonable reliance by the
                  Holder on any contractual provision or applicable law that
                  entitled the Holder to accelerate maturity of such Claim; and

                                      -19-
<Page>

                  (iv) the other legal, equitable, or contractual rights to
                  which such Claim entitles the Holder shall not otherwise be
                  altered; or

           4.3.3  on the Effective Date, or on such other date thereafter as may
                  be agreed upon by the Debtors or the Debtors Disbursing Agent,
                  as the case may be, and the Holder of such Claim, the Debtors
                  Disbursing Agent shall abandon the collateral securing such
                  Claim to the Holder of the Claim in full satisfaction and
                  release of such Claim; or

           4.3.4  on the Effective Date, the Holder of such Claim shall receive,
                  on account of such Claim, Cash equal to the amount of its
                  Allowed Secured Claim, or such lesser amount to which the
                  Holder of such Claim shall agree, in full satisfaction and
                  release of such Claim; or

           4.3.5  the Holder of such Claim shall receive, on account of such
                  Claim, deferred Cash payments, pursuant to section
                  1129(b)(2)(A)(i)(II) of the Bankruptcy Code, totaling at least
                  the allowed amount of such Claim, of a Present Value, as of
                  the Effective Date, of at least the value of such Holder's
                  interest in the Debtors' interest in such property; or

           4.3.6  the Holder of such Claim shall otherwise realize the
                  indubitable equivalent of such Claim.

     4.4   CLASS 4 (PRIORITY CLAIMS). Each Holder of an Allowed Priority Claim
shall receive Cash equal to the amount of such Claim, unless such Holder shall
have agreed to different treatment of such Claim, at the sole option of the
Debtors or the Debtors Disbursing

                                      -20-
<Page>

Agent, as the case may be: (a) on or as soon as practicable after the later of
(i) the Effective Date or (ii) the date upon which the Bankruptcy Court enters a
Final Order allowing such Claim; or (b) in accordance with the terms and
conditions of agreements that either have been or may be approved by the
Bankruptcy Court between the Holders of such Claims and the Debtors or the
Debtors Disbursing Agent, as the case may be.

     4.5   CLASS 5 (ALLOWED UNSECURED CLAIMS). Class 5 Claims are impaired.
Holders of Class 5 Allowed Unsecured Claims shall receive a Pro Rata Share of
the Class 5 Sale Proceeds.

     4.6   CLASS 6 (INTERCOMPANY CLAIMS). At the election of the applicable
Debtor, immediately prior to the dissolution of such Debtor on the Effective
Date, the Debtors, with respect to each Intercompany Claim that is reflected on
the Debtors' books and records as of the Effective Date, may either (a)
eliminate such Intercompany Claim on the Effective Date either through (i) the
declaration of intercompany dividends and/or contributions to capital, or (ii)
cancellation of such Intercompany Claim, or (b) leave such Intercompany Claim
unimpaired.

     4.7   CLASS 7 (INTERESTS). Class 7 Interests are impaired. Holders of
Class 7 Interests in SFG shall receive no Distribution under the Plan. On the
Effective Date, all existing Interests, without any further action, shall be
canceled, annulled and extinguished and any certificates representing such
Interests shall become null, void and of no force or effect. Holders of
Interests shall retain no rights and receive no consideration on account
thereof.

     4.8   CLASS 8 (INTERESTS IN SFI, CANDY AND PROPERTIES). Class 8 Interests
are impaired. Holders of Class 8 Interests shall receive no Distribution under
the Plan, but shall otherwise retain their rights on account of such Interests.

                                      -21-
<Page>

     4.9   CONSOLIDATED VOTING.

           This Plan provides for the substantive consolidation of the Debtors,
as described in section 8.7 hereof, and for the substantive consolidation of all
Claims. Accordingly, with respect to such Claims and only for purposes of this
Plan, acceptances or rejections of this Plan by holders of such Claims will be
deemed to be acceptances or rejections as the case may be, by holders of Claims
against a consolidated entity.

     4.10  NONCONSENSUAL CONFIRMATION.

           Pursuant to section 1129(b)(2)(C) of the Bankruptcy Code, the Debtors
request Confirmation of the Plan notwithstanding the non-acceptance of Holders
of Class 7 and 8 Interests. The Debtors hereby reserve the right to request
Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code on
the basis that the Plan is fair and equitable and does not discriminate unfairly
as to the Holders of Class 1, 2, 3, 4, 5 and 6 Claims.

                                    ARTICLE V

                      MEANS FOR IMPLEMENTATION OF THE PLAN

     5.1   The Plan will be implemented on the Effective Date. In addition to
the provisions set forth elsewhere in this Plan regarding means of execution,
the following will constitute the principal means for the implementation of the
Plan: The Plan contemplates the Sale of substantially all of the Debtors' assets
on the Effective Date. From the proceeds of Sale, the Class 5 Sale Proceeds
shall be delivered to the Class 5 Disbursing Agent, for purposes of making
Distributions to Holders of Class 5 Claims under the supervision and control of
the Post-Confirmation Creditors Committee, in accordance with the Plan. The
remaining proceeds of Sale

                                      -22-
<Page>

shall be delivered to and distributed by the Debtors Disbursing Agent to CIT on
account of the DIP Financing and to Holders of Allowed Claims, other than
Holders of Class 5 Claims, in accordance with the terms of the Plan. RDR Group
("RDR"), the purchaser of the Assets pursuant to the Plan, shall be obligated to
pay directly to the Class 5 Disbursing Agent an amount equal to seven percent
(7%) of the amount of each and every Allowed Real Property Rejection Claim
promptly upon the allowance of each such Claim. The Class 5 Disbursing Agent
shall have the right to directly enforce the foregoing obligation against RDR.

     5.2   PAYMENT OF PLAN EXPENSES. All Plan Expenses, including fees owing for
services rendered and costs incurred on and after the Effective Date by the
professionals assisting the Debtors Disbursing Agent or Class 5 Disbursing
Agent, or the professionals retained by the Post-Confirmation Creditors
Committee in respect of the implementation of the Plan (including collectively,
the "Post-Effective Date Professional Fees"), may be paid by the
Post-Confirmation Creditors Committee, Debtors Disbursing Agent or by the Class
5 Disbursing Agent, as the case may be, without further notice to Creditors or
approval of the Bankruptcy Court. Plan Expenses relating to Distributions to
Holders of Class 5 Claims, or otherwise arising from the activities of the
Post-Confirmation Creditors Committee or the Class 5 Disbursing Agent, shall be
satisfied only from the Class 5 Sale Proceeds. Plan Expenses relating to the
making of Distributions to CIT on account of DIP Financing, Holders of
Administrative Claims, Priority Tax Claims, or Class 1, 2, 3 or 4 Claims shall
be satisfied only from the Effective Date Payment Proceeds. Any disputes
concerning the payment of Plan Expenses shall be submitted to the Bankruptcy
Court for resolution.

                                      -23-
<Page>

           Professionals assisting the Disbursing Agents and the
Post-Confirmation Creditors Committee in implementing the Plan and making
distributions under the Plan may submit to the relevant Disbursing Agent or the
Post-Confirmation Creditors Committee, itemized statements for Post-Effective
Date Professional Fees.

     5.3   PAYMENT OF STATUTORY FEES. All quarterly fees dues and payable to the
Office of the United States Trustee pursuant to section 1930(a)(6) of Title 28
of the United States Code shall be paid in full on or before the Effective Date,
or to the extent such quarterly fees are disputed, an adequate reserve shall
have been established and set aside for payment in full thereof, as required by
section 1129(a)(12) of the Bankruptcy Code. The Debtors Disbursing Agent and the
Class 5 Disbursing Agent shall share responsibility for timely payment of fifty
percent (50%) of quarterly fees due and payable for a period of two (2) quarters
from the Effective Date. The Post-Confirmation Creditors Committee and Class 5
Disbursing Agent shall remain responsible for timely payment of quarterly fees
due and payable thereafter and until these Chapter 11 Cases are closed, to the
extent required by 28 U.S.C. Section 1930(a)(6). After the Effective Date and
until the Chapter 11 Cases are closed, the Post-Confirmation Creditors Committee
shall file with the Office of the United States Trustee any required financial
reports.

     5.4   DISTRIBUTION PROCEDURES. The Debtors Disbursing Agent and the Class 5
Disbursing Agent shall make the Cash payments to the Holders of Allowed Claims
in U.S. dollars by check, draft or warrant, drawn on a domestic bank selected by
the relevant Disbursing Agent in its sole discretion, or by wire transfer from a
domestic bank, at the relevant Disbursing Agent's option, or by Second class
mail (or by other equivalent or superior means as determined

                                      -24-
<Page>

by the applicable Disbursing Agent). Neither of the Disbursing Agents shall be
required to make any Distribution to an individual Creditor in an amount less
than $25.00.

     5.5   DISSOLUTION OF THE DEBTORS. On the Effective Date, (a) the Effective
Date Payment Proceeds shall be transferred to the custody and control of the
Debtors Disbursing Agent, and (b) the Class 5 Sale Proceeds shall be transferred
to the custody and control of the Class 5 Disbursing Agent. Since the Debtors
will have sold all or substantially all of their operating assets pursuant to
the Sale Motion, the Debtors will dissolve as soon as practicable after the
Effective Date in accordance with the laws of the State of Delaware.

     5.6   DEBTS FIXED AND ADJUSTED. Upon the Effective Date, all Debts of the
Debtors shall be deemed fixed and adjusted pursuant to this Plan.

     5.7   DISBURSING AGENTS. The Disbursing Agents may employ or contract with
other entities to perform the obligations created under the Plan. The Disbursing
Agents shall receive reasonable compensation calculated on an hourly basis for
services rendered and reimbursement for expenses incurred in connection with
this Plan or any functions or responsibilities adopted under the Plan which
amounts may be paid as Plan Expenses. The Debtors and the Post-Confirmation
Creditors Committee estimate that each of the Disbursing Agent's fees shall be
calculated at a rate of around $150.00 per hour.

     5.8   RESOLUTION OF DISPUTED CLAIMS AND INTERESTS. All objections to Claims
or Interests shall be filed and served not later than 120 days following the
Effective Date. Any party in interest may object to Claims or Interests. If an
objection is not timely filed by the deadline established in this section 5.8,
any remaining Disputed Claims or Disputed Interests

                                      -25-
<Page>

shall be deemed to be Allowed Claims or Allowed Interests for purposes of this
Plan. The Post-Confirmation Creditors Committee or the Class 5 Disbursing Agent
shall be authorized to settle, or withdraw any objections to, any Class 5
Disputed Claims without further notice or authorization of the Bankruptcy Court.
The Debtors or the Debtors Disbursing Agent shall be authorized to settle, or
withdraw any objections to, any non-Class 5 Claims and any Interests, without
further notice or authorization of the Bankruptcy Court.

     5.9   DISPUTED PAYMENTS. In the event of any dispute between and among
Creditors as to the right of any entity to receive or retain any payment or
Distribution to be made to such entity under the Plan, the applicable Disbursing
Agent may, in lieu of making such payment or Distribution to such entity,
instead hold such payment or Distribution until the disposition thereof shall be
determined by the Bankruptcy Court.

     5.10  ESTIMATION OF CLAIMS. The Debtors, Debtors Disbursing Agent, Class 5
Disbursing Agent or Post-Confirmation Creditors Committee may, at any time,
request that the Bankruptcy Court estimate any contingent, disputed or
unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code, regardless
of whether any party has previously objected to such Claim or whether the
Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will
retain jurisdiction to estimate any Claim at any time during litigation
concerning any objection to any Claim, including during the pendency of any
appeal relating to any such objection. In the event that the Bankruptcy Court
estimates any contingent, disputed or unliquidated Claim, that estimated amount
will constitute either the Allowed amount of such Claim or a maximum limitation
on such Claim, as determined by the Bankruptcy Court. If the

                                      -26-
<Page>

estimated amount constitutes a maximum limitation on such Claim, the Debtors,
Debtors Disbursing Agent, Class 5 Disbursing Agent or Post-Confirmation
Creditors Committee, as the case may be, may elect to pursue any supplemental
proceedings to object to any ultimate payment on such Claim.

     5.11  CUMULATIVE REMEDIES. In accordance with the Plan, all of the
aforementioned Claims objection, estimation and resolution procedures are
cumulative and not necessarily exclusive of one another. Claims may be estimated
and subsequently compromised, settled, withdrawn or resolved by any mechanism
approved by the Bankruptcy Court. Until such time as such Administrative Claim,
Claim or Interest becomes an Allowed Claim, such Claim shall be treated as a
Disputed Administrative Claim, Disputed Claim or Disputed Interest for purposes
related to allocations, Distributions, and voting under the Plan.

     5.12  CONTROVERSY CONCERNING IMPAIRMENT. If a controversy arises as to
whether any Claims or Interests or any Class of Claims or Interests are impaired
under the Plan, the Bankruptcy Court, after notice and a hearing, shall
determine such controversy before the Confirmation Date. If such controversy is
not resolved prior to the Effective Date, Sweet Factory's interpretation of the
Plan shall govern.

     5.13  UNCLAIMED PROPERTY. Any entity which fails to claim any Cash within
180 days from the date upon which a Distribution is Second made to such entity
shall forfeit all rights to any distribution under the Plan. Upon forfeiture,
such Cash (including Interest thereon) shall be distributed to the Holders of
Allowed Claims in accordance with this Plan. Entities which fail to claim Cash
shall forfeit their rights thereto and shall have no claim whatsoever against
the

                                      -27-
<Page>

Debtors or the Estates or the Post-Confirmation Creditors Committee or any
Holder of an Allowed Claim to whom Distributions are made by the applicable
Disbursing Agent.

     5.14  SETOFFS. Nothing contained in this Plan shall constitute a waiver or
release by the Debtors of any right of setoff or recoupment the Debtors may have
against any party.

     5.15  WITHHOLDING TAXES. Pursuant to section 346(f) of the Bankruptcy Code,
the Disbursing Agent shall be entitled to deduct any federal, state or local
withholding taxes from any Cash payments made with respect to Allowed Claims, as
appropriate. The Post-Confirmation Creditors Committee and Disbursing Agents
shall comply with all reporting obligations imposed on them by any governmental
unit.

                                   ARTICLE VI

                       EXECUTORY CONTRACTS AND LITIGATION

     6.1   EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

           6.1.1  ASSUMPTION. The Debtors will assume only the executory
contracts and unexpired leases assumed and assigned pursuant to the Sale Order.

           6.1.2  REJECTION. The Debtors will reject all of the executory
contracts and unexpired leases to which they are parties and which have not been
specifically assumed and assigned pursuant to the Sale Order. Any rejection
damage claim related to a Rejected Real Property Lease (as defined in the Sale
Order) shall be allowed or disallowed as provided in the Sale Order and any
Rejection Claim related to any other executory contract or unexpired lease shall
be filed within thirty (30) days of the Effective Date (such date being the
Rejection Claims Bar Date) or be forever barred from asserting such Claim
against the Debtors or Estates or any

                                      -28-
<Page>

property of the Debtors or property held by the Post-Confirmation Creditors
Committee and from sharing in any Distribution under the Plan.

     6.2   SATISFACTION OF ASSUMPTION OBLIGATIONS. All Assumption Obligations
shall be paid as required pursuant to the Sale Order.

                                   ARTICLE VII

                               THE EFFECTIVE DATE

     7.1   EFFECTIVE DATE. This Plan shall become effective and the Effective
Date shall occur on the Closing Date of the Sale.

                                  ARTICLE VIII

                             EFFECTS OF CONFIRMATION

     8.1   BINDING EFFECT OF PLAN. The provisions of the confirmed Plan shall
bind the Debtors, the Debtors Disbursing Agent, the Class 5 Disbursing Agent,
the Post-Confirmation Creditors Committee, any entity acquiring property under
the Plan, and any Creditor, whether or not such Creditor has filed a proof of
claim in the Chapter 11 Cases, whether or not the Claim of such Creditor is
impaired under the Plan, and whether or not such Creditor has accepted or
rejected the Plan, and any Interest Holder.

     8.2   PROPERTY OF DEBTORS. Upon the Effective Date, (a) title to the
Effective Date Payment Proceeds shall vest in and be held by the Debtors
Disbursing Agent, in whatever form deemed by the Debtors Disbursing Agent to be
necessary and appropriate to effectuate the provisions of the Plan, and shall be
retained by the Debtors Disbursing Agent for the purpose of making Distributions
to CIT on account of DIP Financing and to Holders of Administrative,

                                      -29-
<Page>

Priority Tax and Class 1, 2, 3 and 4 Claims; and (b) title
pcdocs://docs_de/50292/1to the Class 5 Sale Proceeds shall vest in and be held
by the Post-Confirmation Creditors Committee, in whatever form deemed by the
Post-Confirmation Creditors Committee to be necessary and appropriate to
effectuate the provisions of the Plan, and shall be retained by the Class 5
Disbursing Agent for the purpose of making Distributions and for other purposes
contemplated under the Plan. Without limiting the generality of the foregoing,
all Cash and property earmarked for Disbursement to Creditors under the Plan,
shall no longer constitute property of the Estates.

     8.3   PROPERTY FREE AND CLEAR. Except as otherwise provided in this Plan or
the Confirmation Order, upon the Effective Date, all property vested in and held
by the Post-Confirmation Creditors Committee or the Disbursing Agents shall be
free and clear of all Claims, including Liens, Interests, charges or other
encumbrances of Creditors. Following the Effective Date, the Post-Confirmation
Creditors Committee or the Disbursing Agents may transfer and dispose of any
property free of any restrictions imposed by the Bankruptcy Code or the
Bankruptcy Rules and without further approval of the Bankruptcy Court or notice
to Creditors, except as may otherwise be required under the Plan or the
Confirmation Order.

     8.4   LIMITATION OF LIABILITY. The Debtors and Creditors Committee and
their respective governing bodies, members, employees, agents, advisors,
accountants, attorneys and representatives will neither have nor incur any
liability to any entity for any action in good faith taken or omitted to be
taken in connection with or related to the formulation, preparation,
dissemination, implementation, Confirmation or consummation of the Plan, the
Disclosure

                                      -30-
<Page>

Statement or any agreement created or entered into in connection with the Plan,
or property to be distributed thereunder, or incident to the Chapter 11 Cases,
except for willful misconduct or gross negligence; provided, however, that this
limitation will not affect or modify the obligations created under this Plan.

     8.5   INJUNCTION. Except as otherwise expressly provided in the Plan, the
documents executed pursuant to the Plan, or the Confirmation Order, on and after
the Effective Date, all persons and entities who have held, currently hold, or
may hold a Debt, Claim, or Interest addressed pursuant to the terms of the Plan
(including but not limited to States and other governmental units, and any State
official, employee, or other entity acting in an individual or official capacity
on behalf of any State or other governmental units) shall be deemed permanently
enjoined from taking any of the following actions on account of any such
discharged debt, Claim, or Interest: (a) commencing or continuing in any manner
any action or other proceeding against the Debtors, the Disbursing Agents, the
Post-Confirmation Creditors Committee, their successors, or their property; (b)
enforcing, attaching, executing, collecting, or recovering in any manner any
judgment, award, decree, or order against the Debtors, the Disbursing Agents,
the Post-Confirmation Creditors Committee, their successors, or their property;
(c) creating, perfecting, or enforcing any lien or encumbrance against the
Debtors, the Disbursing Agents, the Post-Confirmation Creditors Committee, their
successors, or their property; (d) asserting any set off, right of subrogation,
or recoupment of any kind against any obligation due the Debtors, the
Post-Confirmation Creditors Committee, their successors, or their property; and
(e) commencing or continuing any action, in any manner, in any place that does

                                      -31-
<Page>

not comply with or is inconsistent with the provisions of this Plan. Any person
or entity injured by any willful violation of such injunction shall recover
actual damages, including costs and attorneys' fees, and, in appropriate
circumstances, may recover punitive damages from the willful violator.

     8.6   SUBSTANTIVE CONSOLIDATION. This Plan contemplates and is predicated
upon the entry of a Final Order of the Bankruptcy Court providing for the
substantive consolidation of the Debtors and the respective Claims into a single
proceeding, solely for the purposes of this Plan and all actions with respect to
Confirmation, consummation and implementation of this Plan. For purposes of this
Plan, on the Effective Date, (a) the Assets, including but not limited to any
proceeds of Assets, and the pre-petition liabilities of the Debtors will be
treated as though the Debtors were merged; (b) any obligation of any one of the
Debtors and all guarantees thereof executed by one or more of the Debtors will
be deemed to be one obligation of the consolidated entities; (c) any Claim filed
or to be filed in connection with any such obligation and such guarantees will
be deemed one Claim against the consolidated Debtors; (d) each and every Claim
filed in the individual Case of any of the Debtors shall be deemed to be a
single obligation of all of the Debtors under this Plan; (e) for purposes of
determining the availability of the right of set off of Claims under section 553
of the Bankruptcy Code or the right of recoupment, the Debtors will be treated
as one consolidated entity, so that, subject to the other provisions of section
553 of the Bankruptcy Code for the right of recoupment, debts of the holder of a
Claim due to any Debtor may be set off against the Claim of such holder; and (f)
all duplicative Claims (identical in both amount and subject matter) filed
against more than one of the Debtors will be

                                      -32-
<Page>

automatically expunged so that only one Claim survives against the consolidated
Debtors (but in no way shall such surviving Claim be deemed Allowed by reason of
this section). All Claims based upon guarantees of collection, payment or
performance made by any Debtor as to the obligations of any other Debtor or of
any other Person shall be discharged, released and of no further force and
effect; provided, however, that nothing herein shall affect the obligations of
each of the Debtors under the Plan.

     In addition, each of the Debtors or their successors in interest shall be
vested with equal authority, subject to the terms of this Plan, (a) to be heard
with respect to the allowance or disallowance of Claims and requests for payment
of Administrative Claims, including but not limited to filing, prosecuting, and
settling objections thereto, and (b) to enforce the terms of this Plan and the
Confirmation Order, on behalf of each of the other Debtors and their Estates.

     8.7   PLAN RELEASES. Upon the Effective Date, each of the Debtors and each
Holder of a Claim voting in favor of the Plan, on behalf of themselves and their
successors in interest, shall be deemed to have released unconditionally the
Indenture Trustee, Senior Noteholders and Archibald and its affiliates, and the
respective directors, officers, representatives, agents and professionals of
each of the foregoing, from any and all claims, obligations, rights, suits,
damages, causes of action, remedies and liabilities whatsoever, whether
liquidated or unliquidated, fixed or contingent, matured or unmatured, known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity
or otherwise, that such entity would have been legally entitled to assert
(whether individually or collectively), based in whole or in part upon any act
or omission, transaction, agreement, event or other occurrence taking place on
or

                                      -33-
<Page>

before the Effective Date, in any way relating or pertaining to the Debtors, the
Chapter 11 Cases, the Plan, the Disclosure Statement, or any related agreements,
instruments or other documents, except for claims (a) arising under or preserved
by the Plan and (b) arising after the Petition Date in the ordinary course of
business. In furtherance of the foregoing, the Confirmation Order shall
constitute an injunction permanently enjoining the commencement or prosecution
by any entity, whether directly, derivatively or otherwise, of any claim,
demand, liability, obligation, debt, right, cause of action, interest or remedy
released or to be released pursuant to the Plan against the foregoing persons
and entities. Notwithstanding anything contained herein to the contrary, the
foregoing release provisions with respect to the release of non-Debtor third
parties shall be enforced only to the extent permitted by applicable bankruptcy
and non-bankruptcy law. Additionally, upon the Effective Date, each of the
Debtors shall be deemed to have released unconditionally the Holders of Class 5
Allowed Unsecured Claims in respect of any Avoidance Rights of Action.

     8.8   IMPLEMENTATION. Upon Confirmation, the Debtors and Creditors
Committee shall be authorized to take all steps and execute all documents
necessary to effectuate the provisions contained in the Plan and the
Distributions contemplated herein without further approval of the Bankruptcy
Court.

                                   ARTICLE IX

                            RETENTION OF JURISDICTION

           From and after the Confirmation Date, the Bankruptcy Court shall
retain such jurisdiction as is legally permissible, including, but not limited
to, for the following purposes:

                                      -34-
<Page>

     9.1   To hear and determine any and all objections to the allowance of a
Claim or Interest, actions to equitably subordinate Claims, or any controversy
as to the classification of a Claim in a particular Class under the Plan;

     9.2   To liquidate any Disputed Claims;

     9.3   To hear and determine any and all adversary proceedings, contested
matters or applications pending on the Effective Date;

     9.4   To hear and determine any and all motions for the rejection of
executory contracts and unexpired leases and to fix and allow any Claims arising
therefrom;

     9.5   To hear and determine any and all applications by Professionals for
an award of Professional Fees;

     9.6   To interpret and/or enforce the provisions of the Plan and to
determine any and all disputes arising under or regarding interpretation of the
Plan or any agreement, document or instrument contemplated by the Plan;

     9.7   To enter and implement such orders as may be appropriate in the event
Confirmation is for any reason stayed, reversed, revoked, modified or vacated;

     9.8   To modify any provision of the Plan to the extent permitted by the
Bankruptcy Code and to correct any defect, cure any omission, or reconcile any
inconsistency in the Plan or in the Confirmation Order as may be necessary to
carry out the purposes and intent of the Plan;

     9.9   To enter such orders as may be necessary or appropriate in
furtherance of Confirmation and the successful implementation of the Plan and to
determine such other matters

                                      -35-
<Page>

as may be provided for in the Confirmation Order or as may be authorized under
the provisions of the Bankruptcy Code; and

     9.10  To close the Chapter 11 Cases when administration of the cases has
been completed.

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1  SEVERABILITY OF PLAN PROVISIONS. In the event that, prior to the
Confirmation Date, any term or provision of this Plan is held by the Bankruptcy
Court to be invalid, void or unenforceable, the Bankruptcy Court shall, with the
consent of the Debtors, have the power to alter and interpret such term or
provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated by such holding, alteration or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each term
and provision hereof, as it may have been altered or interpreted in accordance
with the foregoing, is valid and enforceable pursuant to its terms.

     10.2  GOVERNING LAW. Except to the extent that the Bankruptcy Code or other
federal law is applicable, the rights, duties and obligations arising under this
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware.

                                      -36-
<Page>

     10.3  HEADINGS. The headings contained in this Plan are for convenience of
reference only and shall not limit or otherwise affect in any way the meaning or
interpretation of this Plan.

     10.4  LANGUAGE INTERPRETATION. In the interpretation of this Plan, unless
the context otherwise requires, references in this Plan to the singular shall be
construed to include references to the plural and vice versa; words importing
the singular shall be deemed to import the plural and vice versa; words denoting
gender shall include all genders; references to sections, schedules, and
exhibits means sections, schedules, and exhibits of and to this Plan; references
to part includes the whole, except where the context clearly requires otherwise
"or" has the inclusive meaning represented by the phrase "and/or," and the words
"hereof," "herein," "hereunder," and similar terms in this Plan refer to this
Plan as a whole and not to any particular provision of this Plan.

     10.5  EXHIBITS. All exhibits attached to this Plan are, by this reference,
hereby incorporated into the Plan.

     10.6  NOTICES. All notices required or permitted to be made in accordance
with the Plan shall be in writing and shall be delivered personally or by
nationally recognized overnight or next-day courier service, Second class mail
or via facsimile with electronic confirmation of receipt as follows:

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<Page>

     If to the Debtors:

     Ted A. Shepherd
     Sweet Factory
     1137 West Jackson Blvd.
     Chicago, Illinois 60607
     Telephone: (312)432-3409
     Facsimile: (312)243-3992

     With a copy to:

     Marc A. Beilinson, Esq.
     Jeremy V. Richards, Esq.
     Malhar S. Pagay, Esq.
     Pachulski, Stang, Ziehl, Young & Jones P.C.
     10100 Santa Monica Blvd., Suite 1100
     Los Angeles, California 90067
     Telephone: (310)277-6910
     Facsimile: (310)201-0760

     10.7  COMPUTATION OF TIME PERIODS. In computing any period of time
prescribed or allowed by the Plan, the day of the act, event, or default from
which the designated period of time begins to run shall not be included. The
last day of the period so computed shall be included unless it is a Saturday, a
Sunday, or a legal holiday, or, when the act to be done is the filing of a paper
in the Bankruptcy Court, a day on which weather or other conditions have made
the clerk's office inaccessible, in which event the period runs until the end of
the next day which is not one of the aforementioned days.

     10.8  DEFECTS, OMISSIONS AND AMENDMENTS. The Debtors may, with the approval
of the Bankruptcy Court and without notice to all Holders of Claims, insofar as
it does not materially and adversely affect Holders of Claims, correct any
defect, omission or inconsistency in the Plan in such manner and to such extent
as may be necessary or desirable to expedite the execution of the Plan. The Plan
may be altered or amended before or after Confirmation as

                                      -38-
<Page>

provided in section 1127 of the Bankruptcy Code if, in the opinion of the
Bankruptcy Court, the modification does not materially and adversely affect the
Interests of Holders of Claims, so long as the Plan, as modified, complies with
sections 1122 and 1123 of the Bankruptcy Code and the Debtors have complied with
section 1125 of the Bankruptcy Code. The Plan may be altered or amended before
or after the Confirmation Date but, prior to substantial consummation, in a
manner which, in the opinion of the Bankruptcy Court, materially and adversely
affects Holders of Claims, so long as the Plan, as modified, complies with
Bankruptcy Code sections 1122 and 1123, the Debtors have complied with
Bankruptcy Code section 1125 and, after notice and a hearing, the Bankruptcy
Court confirms such Plan, as modified, under Bankruptcy Code section 1129.

     10.9  FILING OF ADDITIONAL DOCUMENTS. The Debtors shall file with the
Bankruptcy Court such agreements or other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Plan.

     10.10 SUCCESSORS AND ASSIGNS. The rights, benefits and obligations of any
entity named or referred to in this Plan shall be binding on, and shall inure to
the benefit of, the heirs, executors, administrators, successors and/or assigns
of such entity.

     10.11 REVOCATION AND WITHDRAWAL. The Debtors reserve the right to revoke
and withdraw the Plan at any time on or before the Confirmation Date. If the
Debtors revoke or withdraw the Plan pursuant to this section, or if Confirmation
or the Effective Date does not occur, then the Plan shall be deemed null and
void and, in such event, nothing contained herein shall be deemed to constitute
a waiver or release of any Claims by or against the Debtors or any

                                      -39-
<Page>

other entity or to prejudice in any manner the rights of the Debtors or any
entity in any further proceedings involving the Debtors.

     10.12 EXHIBITS. The final version of all Exhibits to the Plan will be
substantially in the forms attached hereto. The Debtors reserve the right to
make nonsubstantive changes and corrections to such Exhibits in advance of the
Confirmation Hearing. If any Exhibits are changed or corrected, the replacement
Exhibits will be filed with the Bankruptcy Court prior to the commencement of
the Confirmation Hearing.

                                      -40-
<Page>

     10.13 PLAN INTEREST RATE. Unless otherwise specified herein, if and to the
extent it is determined by the Bankruptcy Court that interest is required to be
paid an on Allowed Claim, the interest rate to be used shall be the Plan
Interest Rate applicable to such Claim.

                               Sweet Factory Group, Inc., a Delaware corporation


                               By:                /s/
                                  ----------------------------------------------
                                       Its
                                           -------------------------------------

                               Sweet Factory, Inc., a Delaware corporation


                               By:                /s/
                                  ----------------------------------------------
                                       Its
                                           -------------------------------------

                               SF Candy Company, a Delaware corporation


                               By:                /s/
                                  ----------------------------------------------
                                       Its
                                           -------------------------------------

                               SF Properties, Inc., a Delaware corporation

                               By:                /s/
                                  ----------------------------------------------
                                       Its
                                           -------------------------------------

                                      -41-
<Page>

RESPECTFULLY SUBMITTED BY:

PACHULSKI, STANG, ZIEHL, YOUNG & JONES P.C.

                   /s/
---------------------------------------------
Laura Davis Jones (Bar No. 2436)
919 North Market Street, 16th Floor
P.O. Box 8705
Wilmington, Delaware 19899-8705 (Courier 19801)
Telephone: (302)652-4100
Facsimile: (302)652-4400

PACHULSKI, STANG, ZIEHL, YOUNG & JONES P.C.
Marc A. Beilinson (CA Bar No. 110190)
Jeremy V. Richards (CA Bar No. 102300)
Malhar S. Pagay (CA Bar No. 189289)
10100 Santa Monica Boulevard, Suite 1100
Los Angeles, California 90067
Telephone: (310)277-6910
Facsimile: (310)201-0760

Counsel to Debtors and Debtors in Possession

                                      -42-