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FORBEARANCE
AGREEMENT

dated
as of
December 31, 2001

among

ARCHIBALD
CANDY CORPORATION,
as Borrower,

FANNIE
MAY HOLDINGS, INC.,

ARCHIBALD
CANDY (CANADA) CORPORATION,
as Continuing Credit Parties,

THE
LENDING INSTITUTIONS NAMED THEREIN,
as Lenders,

and

THE
CIT GROUP/BUSINESS CREDIT, INC.,
as Agent

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[CONFORMED COPY]

FORBEARANCE AGREEMENT

This
FORBEARANCE AGREEMENT, dated as of December 31, 2001 (this "Agreement"), is entered into among ARCHIBALD CANDY CORPORATION,
an Illinois corporation ("Borrower"), FANNIE MAY HOLDINGS, INC., a Delaware corporation
("Parent"), ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the federal laws of Canada ("Canadian
Subsidiary" and together with Borrower and Parent, collectively, the "Continuing Credit Parties"), the lending institutions that
are from time to time parties to the Financing Agreement (the "Lenders"), and THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as
Agent for the Lenders under the Financing Agreement (in such capacity, the "Agent").

PRELIMINARY STATEMENTS:

1.  The
Continuing Credit Parties, the Lenders and Agent entered into the Financing Agreement, dated as of June 28, 2001 (as amended and as the same may from
time to time be further amended, restated or otherwise modified, the "Financing Agreement"; unless otherwise defined herein the terms defined therein
are used herein as so defined).

2.  Borrower
has informed Agent and the Lenders that certain Defaults and Events of Default have occurred and/or will occur under Section 10.1(e), (h), (i), (l)
and (m) of the Financing Agreement (collectively, the "Existing Defaults" and, individually, each an "Existing
Default").

3.  The
Continuing Credit Parties have requested that the Lenders forbear from exercising their rights under the Financing Agreement and the other Loan Documents with
respect to the Existing Defaults and the Lenders have agreed to such request subject to the terms and conditions of this Agreement.

AGREEMENT:

In consideration of the mutual agreements contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are
acknowledged, the parties to this Agreement agree as follows:

SECTION 1.ACKNOWLEDGMENTS OF THE BORROWER.



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SECTION 2.FORBEARANCE.



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SECTION 3.FURTHER ASSURANCES OF THE BORROWERS.

The
Continuing Credit Parties agree that at any time and from time to time, at the cost and expense of the Continuing Credit Parties, the Continuing Credit Parties will
(a) execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary to complete the transactions contemplated by this Agreement and
(b) cooperate fully with Agent's or any

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Lender's personnel and representatives with respect to any reasonable request for information by such personnel and representatives.

SECTION 4.REPRESENTATIONS AND WARRANTIES.

To
induce Agent and the Lenders to enter into this Agreement, the Continuing Credit Parties represent and warrant to Agent and the Lenders that:



SECTION 5.CONDITIONS PRECEDENT.

Notwithstanding
any other provision contained in this Agreement, the effectiveness of this Agreement and the obligation of the Lenders to institute the forbearance contemplated by
this Agreement and the commencement of the Forbearance Period shall be effective on the date (the "Effective Date") on which Agent has received all of
the following:



SECTION 6.MISCELLANEOUS.



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[Remainder
of page intentionally left blank.]

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

| |  | BORROWER:                                                           
| |  | --------------------------------------------------------------------
| |  | ARCHIBALD CANDY CORPORATION                                         
| |  | By:                                                                 
| |  | Name:                                                               
| |  | Title:                                                              
| |  | CONTINUING CREDIT PARTIES:                                          
| |  | FANNIE MAY HOLDINGS, INC.                                           
| |  | By:                                                                 
| |  | Name:                                                               
| |  | Title:                                                              
| |  | ARCHIBALD CANDY (CANADA) CORPORATION                                
| |  | By:                                                                 
| |  | Name:                                                               
| |  | Title:                                                              
| |  | AGENT AND SOLE LENDER:                                              
| |  | THE CIT GROUP/BUSINESS CREDIT, INC.,
as Agent and as the sole Lender
| |  | By:                                                                 
| |  | Name:                                                               
| |  | Title:                                                              

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