Exhibit 10.57

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT entered into as of this 6th day of March, 2003 (this
"First Amendment"), is hereby entered into among 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 may be amended, modified or supplemented from time to time, the "Loan Agreement");

WHEREAS, on or about August 24, 1998, Mrs. Fields Holding Company, Inc.
("Parent") issued those certain Senior Secured Notes due 2005 (the "Parent Notes") in the original
principal amount of $55,000,000;

WHEREAS, as of January 2003, the outstanding principal balance of the Parent Notes was $27,950,000;

WHEREAS, in January 2003, Mrs. Fields' Famous Brands ("MFFB") purchased
Parent Notes in the face amount of $12,848,000 at a discount for $4,400,000 by paying $900,000 in cash and issuing a note payable to Jefferies, Inc. in the principal amount of $3,500,000 (the
"Jefferies Note");

WHEREAS, MFFB has advised Lender that it plans to offer to purchase and extinguish the remaining Parent Notes in the face amount of
$15,100,000 at a discount for $5,200,000 payable over the course of
fiscal year 2003 which MFFB plans to finance by obtaining a new loan presently estimated to be in the amount of $3,100,000 (the "New Note") and using
money accrued under the Tax Allocation Agreement (as defined in the Loan Agreement);

WHEREAS, Borrower has requested that, notwithstanding Section 7.11 of the Loan Agreement, it be permitted to pay to MFFB up to
$8,500,000 in cash, of which $5,000,000 was accrued under the Tax Allocation Agreement for fiscal year 2002 to be distributed in the near future and of which $3,500,000 is expected to be accrued under
the Tax Allocation Agreement in fiscal year 2003 to be distributed in June 2003, September 2003 and December 2003, all for the purpose of repaying the Jefferies Note, purchasing
the Parent Notes and repaying the New Note; and

WHEREAS, Borrower has also requested that Borrower have additional time to complete certain conditions subsequent set forth in
Section 3.2 of the Loan Agreement;

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:

SECTION 1.    RELATION TO THE LOAN AGREEMENT; DEFINITIONS.

1.1Relation to Loan Agreement.This First 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 First 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 First Amendment, capitalized terms used herein
without definition shall have the meanings specified in the Loan Agreement.

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SECTION 2.    AMENDMENT TO LOAN AGREEMENT.

2.1Amendment to Section 1.



"Jefferies Note" means that certain Secured Increasing Rate Promissory Note dated as of January 17, 2003 in the amount of
$3,500,000 issued by MFFB and payable to Jefferies, Inc.

"New Note" means that certain note to be issued by MFFB in an amount presently estimated to be $3,100,000.

"Parent Notes" means those certain Senior Secured Notes due 2005 in the original principal amount of $55,000,000 issued by Parent pursuant
to the Parent Indenture.



"Adjusted EBITDA" means with respect to any Person, EBITDAplus(a) to the extent
and only to the extent deducted from earnings used in calculating EBITDA, the sum of $5,300,000 related to the Wal-Mart store impairment charges incurred in June 2002 for any period
that includes the month of June 2002, (b) to the extent and only to the extent deducted from earnings used in calculating EBITDA, non-cash charges in compensation expense
attributable to stock options granted by Parent in the aggregate amount over the term of this Agreement of up to $2,000,000, (c) to the extent and only to the extent deducted from earnings used
in calculating EBITDA and only to the extent not already deducted from earnings as a result ofclause (a)above, charges related to the closure
of Borrower's operations in Wal-Mart stores in an aggregate amount of up to $1,950,000, (d) to the extent and only to the extent deducted from earnings used in calculating EBITDA,
charges related to the impairment of goodwill under the Statement of Financial Accounting Standards No. 142 for Fiscal Year 2002 of up to $39,111,000, and (e) to the extent and only to
the extent not already included in the calculation of EBITDA, the amounts received by Borrower as the Americana Sale Advisory Fee under the TCBY Management Agreement up to the amount of $2,500,000
whether or not such fee would be considered an "extraordinary gain" under GAAP; andless(x) the sum of $1,500,000 in insurance proceeds
received in July 2002 for any period that includes the month of July 2002 and (y) the sum of the net gains resulting from the Company Store Sales so long as such net gains exceed
the net losses resulting from the Company Stores Sales on a trailing twelve month basis;provided, however, that for the purpose of calculating the
Borrowing Base, Adjusted EBITDA shall be calculated without regard toclause yhereof.

2.2Amendment to Section 3.2.

Section 3.2
of the Loan Agreement is hereby amended by deleting Section 3.2 in its entirety and replacing it with the following:

"3.2 Conditions Subsequent to the Initial Extension of Credit. The obligation of Lender to continue to make Advances and L/C Advances (or
otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrower to so perform
or cause to be performed constituting an Event of Default) or the express prior written waiver thereof by Lender:



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2.3Amendment to Section 4.1.

Section 4.1
is hereby amended to delete the first paragraph of Section 4.1 and replace it with the following paragraph:

"4.1Grant of Security Interest. Borrower hereby grants to Lender a security interest in and a continuing lien on all of its right, title,
and interest in all currently existing and hereafter acquired or arising Personal Property Collateral in order to secure prompt repayment of any and all of the Obligations in accordance with the terms
and conditions of the Loan Documents and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Borrower also grants to Wells Fargo and any
Affiliate of Wells Fargo a security interest in and a continuing lien on all of its right, title, and interest in all currently existing and hereafter acquired or arising Personal Property Collateral
in order to secure prompt repayment of any and all of the Bank Product Obligations in accordance with the terms and conditions of the Loan Documents. The Lender's and Wells Fargo's and its Affiliate's
Liens in and to the Personal Property Collateral shall attach to all Personal Property Collateral without further act on the part of Lender, Wells Fargo or its Affiliates or Borrower. Anything
contained in this Agreement or any other Loan Document to the contrary notwithstanding, except for Permitted Dispositions, Borrower has no authority, express or implied, to dispose of any item or
portion of the Collateral."

2.4Amendment to Section 6.

Section 6
is hereby amended to add the following Section 6.21:

"6.21Pledge of Stock of Borrower and Intercompany Note. Promptly soon after and in no event no later than three (3) days after the
purchase of all of the Parent Notes, Parent shall execute and deliver a Stock Pledge Agreement with respect to the Stock of the Borrower and all other documents, instruments, and agreements reasonably
requested by Lender and concurrently therewith if possible and in no event later than 20 days after the execution of the Stock Pledge Agreement, Parent shall deliver Stock certificates and
Stock powers endorsed in blank to Lender and all other documents, instruments, and agreements reasonably requested by Lender. Promptly soon after and in no event later than three (3) days after
the purchase of all of the Parent Notes, Parent shall also execute and deliver an intercompany subordination agreement in form and substance satisfactory to Lender in connection with

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that certain intercompany note dated December 29, 2001 in the amount of $607,000 payable by Borrower to Parent."

2.5Amendment to Section 7.11.

Section
7.11 of the Loan Agreement is hereby amended by deleting Section 7.11 in its entirety and replacing it with the following:

"7.11Distributions.



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2.6Amendment to Section 7.20.

Section 7.20
of the Loan Agreement is hereby amended by deleting Section 7.20 in its entirety and replacing it with the following:

"7.20 Financial Covenants.



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Applicable Amount

Fiscal Period Ending$19,630,000

December 2002$18,815,000

March 2003$20,650,000

June 2003$22,080,000

September 2003$21,180,000

December 2003$21,580,000

March 2004$21,625,000

June 2004$22,420,000

September 2004$22,790,000

December 2004




Quarter Ending

Applicable AmountDecember 2002

7.95March 2003

8.25June 2003

7.5September 2003

7.0December 2003

7.30March 2004

7.15June 2004

7.10September 2004

6.85December 2004

6.70




Quarter Ending

Applicable AmountDecember 2002

0.73March 2003

0.72June 2003

0.81September 2003

0.90December 2003

0.83March 2004

0.89June 2004

0.93September 2004

1.01December 2004

1.09


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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




2.7Amendment to Section 7.22.Section 7.22 is hereby amended to replace the reference
to "January 1, 2003" therein to January 1, 2004.

SECTION 3.    REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS.

3.1Representations.

Borrower
and each Guarantor hereby represents and warrants to Lender that:



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SECTION 4.    MISCELLANEOUS.

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

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

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

4.5GOVERNING LAW.THIS FIRST 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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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 First 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.

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IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered as of the date first above written.

| |  | MRS. FIELDS' ORIGINAL COOKIES,
INC., a Delaware corporation              
| |  | -------------------------------------------------------------------------
| |  | By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President
| |  | FOOTHILL CAPITAL CORPORATION,, a California corporation                  
| |  | By: /s/ Lisa CooleyName: Lisa Cooley
Title: Vice President               

THE
FOREGOING FIRST AMENDMENT IS AGREED TO, CONSENTED TO AND ACCEPTED BY AND EACH GUARANTOR EXPRESSLY AGREES TO BE BOUND BY SECTION 4.6 HEREOF:

|GREAT AMERICAN COOKIE COMPANY, INC.,
a Delaware corporation,
as Guarantor  |  | 
|-------------------------------------------------------------------------- |  | 
|By: /s/ Michael R. Ward
Name: Michael R. Ward
Title: Senior Vice President |  | 
|PRETZEL TIME, INC.,
a Utah corporation,
as Guarantor                       |  | 
|By: /s/ Michael R. Ward
Name: Michael R. Ward
Title: Senior Vice President |  | 
|PRETZELMAKER, INC.,
a Utah corporation,
as Guarantor                       |  | 
|By: /s/ Michael R. Ward
Name: Michael R. Ward
Title: Senior Vice President |  | 

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|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 |  | 

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