Exhibit 4.11

SEVENTH SUPPLEMENTAL INDENTURE

This Seventh Supplemental Indenture, dated as of January 13, 2003 (this "Supplemental Indenture"), is made
by and among Mrs. Fields' Original Cookies, Inc., a Delaware corporation (or its permitted successor) (the "Company"), Great American
Cookie Company, Inc., a Delaware corporation and a subsidiary of the Company ("Great American"), Pretzelmaker, Inc., a Utah corporation
and a subsidiary of the Company ("Pretzelmaker"), Pretzel Time, Inc., a Utah corporation and a subsidiary of the Company
("Pretzel Time"), Mrs. Fields Gifts, Inc., a Utah corporation and a subsidiary of the Company
("MFG"), and Mrs. Fields Cookies Australia, a Utah corporation and a subsidiary of the Company (the "Guaranteeing
Subsidiary"), and The Bank of New York, as trustee under the Indenture referred to herein (the "Trustee"). The Guaranteeing
Subsidiary together with the other Guarantors defined in the Indenture referred to herein are referred to as the "Guarantors."

W I T N E S S E T H:

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 26, 1997, as amended by the First Supplemental
Indenture, dated as of August 24, 1998, the Second Supplemental Indenture, dated as of August 24, 1998, the Third Supplemental Indenture, dated as of November 20, 1998, the Fourth
Supplemental Indenture, dated as of December 30, 1998, the Fifth Supplement Indenture, dated as of April 4, 2000, and the Sixth Supplemental Indenture, dated as of December 3,
2002 (as so amended, the "Indenture"), providing for the issuance of an aggregate principal amount of up to $200.0 million of
101/8% Notes due 2004 (the "Notes");

WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
"Guarantee");

WHEREAS,
in connection with the entry by the Company into a new credit facility, the Guaranteeing Subsidiary will guarantee certain obligations thereunder;

WHEREAS,
pursuant to Section 4.17 of the Indenture, the Guaranteeing Subsidiary is required, simultaneously with the guarantee under the new credit facility, to execute and
deliver this Supplemental Indenture; and

WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

|MRS. FIELDS COOKIES AUSTRALIA                                             |  |  |  | MRS. FIELDS' ORIGINAL COOKIES, INC.                                         
|------------------------------------------------------------------------- |  |  |  | ----------------------------------------------------------------------------
|By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President |  |  |  | By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President   
|MRS. FIELDS GIFTS, INC.                                                   |  |  |  | GREAT AMERICAN COOKIE COMPANY, INC.                                         
|By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President |  |  |  | By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President   
|PRETZEL TIME, INC.                                                        |  |  |  | THE BANK OF NEW YORK, AS TRUSTEE                                            
|By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President |  |  |  | By: /s/ Michael PitfickName: Michael Pitfick
Title: Assistant Vice President
|PRETZELMAKER, INC.                                                        |  |  |  |                                                                             
|By: /s/ Michael R. WardName: Michael R. Ward
Title: Senior Vice President |  |  |  |                                                                             

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