Exhibit 10.54

TENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT

This Tenth Amendment to Amended and Restated Loan Agreement (this "Amendment") is made as of the 22nd day of November, 2002 by Mrs. Fields' Original Cookies,
 Inc., a Delaware corporation ("Borrower"), andLaSalle Bank National
Association, a national banking association ("LaSalle").

W I T N E S S E T H:

WHEREAS, Borrower and LaSalle are all of the parties to that certain Amended and Restated Loan Agreement dated as of February 28, 1998, as amended by that
certain First Amendment to Amended and Restated Loan Agreement dated as of July 31, 1998 (the "First Amendment"), that certain Second Amendment to Amended and Restated Loan Agreement dated as
of April 1, 1999 ("Second Amendment"), that certain Third Amendment to Amended and Restated Loan Agreement dated as of February 1, 2000 ("Third Amendment"), that certain Fourth Amendment
to Amended and Restated Loan Agreement dated as of April 3, 2000 ("Fourth Amendment"), that certain Fifth Amendment to Amended and Restated Loan Agreement dated as of March 30, 2001
("Fifth Amendment"), that certain Sixth Amendment to Amended and Restated Loan Agreement dated as of September 28, 2001 ("Sixth Amendment"), that certain Seventh Amendment to Amended and
Restated Loan Agreement dated as of December 28, 2001 ("Seventh Amendment"), that certain Eighth Amendment to Amended and Restated Loan Agreement dated as of August 30, 2002 ("Eighth
Amendment") and that certain Ninth Amendment to Amended and Restated Loan Agreement dated as of September 17, 2002 ("Ninth Amendment") (the Amended and Restated Loan Agreement, together with
the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment, as
further amended, restated, modified or supplemented and in effect from time to time, being herein referred to as the "Loan Agreement"); and

WHEREAS,
Borrower has requested that LaSalle amend the Loan Agreement with respect to certain matters, and LaSalle is agreeable to such request, on and subject to the terms and
conditions set forth herein;

NOW,
THEREFORE, the parties hereto hereby agree as follows:

1.Definitions.Capitalized terms used herein and not otherwise defined herein are used with the meanings given
such terms in the Loan Agreement.

2.Amendment.



3.Amendment Fee.Concurrently with the execution hereof, Borrower shall pay to LaSalle an amendment fee of
$5,000. Borrower hereby acknowledges and agrees that LaSalle may debit any account of Borrower or make an advance on the Revolving Loan for the payment of the amendment fee.

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4.Representations and Warranties.Borrower hereby represents, warrants and covenants to LaSalle that:



5.Miscellaneous.



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IN
WITNESS WHEREOF, the parties have executed this Tenth Amendment to Amended and Restated Loan Agreement as of the date first set forth above.

| |  | MRS. FIELDS' ORIGINAL COOKIES,
INC.,a Delaware corporation             
| |  | -----------------------------------------------------------------------
| |  | By: /s/ Michael R. WardName: Michael R. Ward
Its: Senior Vice President
| |  | LASALLE BANK NATIONAL ASSOCIATION,a national banking association       
| |  | By: /s/ David A. StangName: David A. Stang
Its: First Vice President   

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