Exhibit 4.5

INTELLECTUAL PROPERTY
SECURITY AGREEMENT

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this "Agreement") dated as of November 1, 2002, made by ARCHIBALD
CANDY CORPORATION, a Delaware corporation ("Archibald"), and LAURA SECORD HOLDINGS CORP., a Delaware Corp, ("LS
Holdings", and collectively with Archibald, the "Grantors", and each individually, a
"Grantor"), in favor of FOOTHILL CAPITAL CORPORATION, a California corporation, in its capacity as Agent under the Loan Agreement, referred to below
(together with its successors and assigns, the "Grantee").

RECITALS:

WHEREAS, Grantors owns the Intellectual Property Collateral (as hereafter defined) listed on the Schedules hereto;

WHEREAS,
the Grantors have entered into the Loan and Security Agreement and Guaranty dated as of November 1, 2002 (as amended, modified, supplemented or restated and in effect
from time to time, the "Loan Agreement") by and among Archibald, as Borrower, LS Holdings and Archibald Candy (Canada) Corporation, as Guarantors, the lenders that are signatories thereto (the
"Lenders") and the Grantee, as arranger and administrative agent;

WHEREAS,
pursuant to the terms of the Loan Agreement, Grantors have granted to Grantee, for the benefit of the Lenders, a security interest in substantially all the assets of the
Grantors including all right, title and interest of Grantors in, to and under all Grantors' intellectual property, whether presently existing or hereafter arising or acquired, and the applications
therefor and the registrations thereof, and all products and proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement or dilution
thereof, to secure the payment of all Obligations owing under the Loan Agreement;

NOW,
THEREFORE, in consideration of the aforementioned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors hereby
agree as follows:

1.Defined Terms.

Unless
otherwise defined herein, capitalized terms which are defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement.

2.Grant of Security Interest.As collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Loan Agreement), each Grantor hereby grants, transfers, collaterally assigns and sets over to
Grantee, for the benefit of the Lenders, a fully perfected, first priority security interest in, assignment of, general lien on and right of set-off of, all of the following (collectively,
the "Intellectual Property Collateral"), in each case whether now existing or hereafter arising and whether now owned or hereafter acquired:



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This
security interest is granted in conjunction with the security interests granted to the Grantee pursuant to the Loan Agreement. Each Grantor does hereby further acknowledge and
affirm that the rights and remedies of Grantee with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Loan Agreement, the
terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Subject
to the terms and provisions of the following paragraph, on the Termination Date (as defined below), this Agreement shall terminate (provided that any indemnities set forth herein
shall survive any such termination) and Grantee, at the request and expense of Grantors, will execute and deliver to Grantors a proper instrument or instruments acknowledging the satisfaction and
termination of this Agreement as provided above and releasing the lien on the Intellectual Property Collateral, and will duly assign, transfer and deliver to Grantors (without recourse and without any
representation or warranty) such of the Intellectual Property Collateral as may be in the
possession of Grantee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with all cash in respect of the Intellectual Property Collateral at the
time held by Grantee hereunder. As used in this Agreement, "Termination Date" shall mean the date upon which no Obligation under the Loan Agreement is
outstanding and all have been paid in full and the Loan Agreement has been terminated.

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This
Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any
Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and
shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

In
the event of any express conflict between the terms of this Agreement and the Loan Agreement, the terms of the Loan Agreement shall govern and prevail.

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IN
WITNESS WHEREOF, the parties have duly executed this Intellectual Property Security Agreement on the day and year first written above.

| |  | ARCHIBALD CANDY CORPORATION, as Grantor 
| |  | ----------------------------------------
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  | LAURA SECORD HOLDINGS CORP., as Grantor 
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  | FOOTHILL CAPITAL CORPORATION, as Grantee
| |  | By:                                     
| |  |                                         
| |  |                                         

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Schedule I

Trademarks
ARCHIBALD CANDY CORPORATION
U.S. Trademarks

|Trademark                                                              |  | Registration No.
|---------------------------------------------------------------------- |  | ----------------
|AMERICAN HOMESTEAD COLLECTION BY FANNY FARMER                          |  | 2,040,233       
|DEBUTANTES                                                             |  | 2,221,712       
|(DESIGN ONLY) HOPPING Easter Bunny with Basket)                        |  | 1,483,724       
|FANNIE FARMER (COOKBOOKS CLASS 16)                                     |  | 1,770,031       
|FANNIE MAY (STYLIZED)                                                  |  | 2,121,790       
|FANNIE MAY CANDIES CELEBRATED COLLECTION                               |  | 2,173,898       
|FANNIE MAY CONFECTIONARY                                               |  | 2,181,859       
|FANNIE MAY CONFECTIONARY (STYLIZED)                                    |  | 2,183,444       
|FANNIE MAY KITCHEN FRESH CANDIES                                       |  | 1,407,863       
|FANNY FARMER (stylized for candy)                                      |  | 126,844         
|FANNY FARMER (STYLIZED) for jams etc                                   |  | 578,907         
|FANNY FARMER (STYLIZED WITH SILHOUETTE DESIGN)                         |  | 904,804         
|FANNY FARMER (STYLIZED) for toys, etc                                  |  | 905,819         
|FANNY FARMER (STYLIZED) for retail store services                      |  | 1,375,189       
|FANNY FARMER (and new Cameo Design)                                    |  | 1,392,552       
|FANNY FARMER (stylized script) for ice cream                           |  | 1,393,461       
|FF (STYLIZED)                                                          |  | 998,022         
|I CAN'T MAKE ALL THE CANDY IN THE WORLD SO I JUST MAKE THE BEST OF IT! |  | 1,397,036       
|I LOVE MY HONEY BUT OH YOU FANNIE MAY!                                 |  | 1,468,535       
|LAFAYETTE(1)                                                           |  | 211,768         
|LIVE WIRES                                                             |  | 2,512,490       
|PECAN DIXIES                                                           |  | 1,758,566       
|PIXIES (STYLIZED)                                                      |  | 593,071         
|SWEET LOOK                                                             |  | 1,200,893       
|SWEET PERSUASION                                                       |  | 1,816,447       
|TRINIDAD                                                               |  | 1,607,576       
|TRINIDADS                                                              |  | 1,400,579       
|LAURA SECORD(2)                                                        |  | 163,475         

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ARCHIBALD CANDY CORPORATION
State Trademark Registrations

Trademark

State

Registration No.FANNIE MAY CANDIES

Missouri

MO 9241FANNIE FARMER

New York

R27,824PIXIES

Illinois

29,397


ARCHIBALD CANDY CORPORATION
Foreign Trademarks (other than Canadian)

Trademark

Country

Registration No./
Serial No.FANNY FARMER (SCRIPT) for coffee, tea, chocolate

FRANCE

1,368,234FANNY FARMER for tapioca, sugar, etc.

FRANCE

1,267,399FANNY FARMER

ITALY

763,149 (previous registration #480,040)(3)FANNIE MAY for confectionary, bread

JAPAN

1,809,559FANNY FARMER for chocolate

JAPAN

1,241,987(4)FANNY FARMER for coffee, confections, cereal

Switzerland

350,027(5)FANNY FARMER for sugar confectionary & chocolate cover confectionary

United Kingdom

608,710FANNY FARMER for non-medicated confectionary

United Kingdom

1,275,968


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ARCHIBALD CANDY CORPORATION
Canadian Trademarks

Trademark

Registration No.CALYPSO

App# 103,505,400LAURA SECORD; DESIGN

TMA 308,270LAURA SECORD

TMA 291,898LAURA SECORD

TMA 209,560CAMEO DESIGN

TMA 207,365LAURA SECORD & DESIGN

TMA 217,670KIDDY POPS

UCA 039,227LAURA SECORD

TMDA 018,979INDULGE

TMA389,009


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OCCASIONS BY LAURA SECORD

TMA 371,465ROSE DESIGN

TMA 301,317CAMEO & DESIGN

TMA 280,819LAURA SECORD

TMA 186,708MEDALLIONS

TMA 126,360CAMEO CONE

TMA 415,221FANNIE FARMER (for cookbooks)

218,042FANNY FARMER (for candy)

TMDA 026,793 expired 2001


ARCHIBALD CANDY FOREIGN CORPORATION
Other Registered Trademarks(6)

Trademark

Country

Registration No.Laura Secord

United Kingdom

977778Laura Secord

United Kingdom

B 1243751Laura Secord

Hong Kong

B 27351988Laura Secord

Australia

A 402878Laura Secord

France

1,675,679Laura Secord

Greece

77408Laura Secord

Ireland

110725Laura Secord

Korea Republic of (South)

166260may have expired in July, 1999Laura Secord

Kuwait

15712Laura Secord

Macau

5812 MLaura Secord

Saudi Arabia

13939Laura Secord

Saudi Arabia

13940Laura Secord

Saudi Arabia

13941Laura Secord

Saudi Arabia

13942Laura Secord

Singapore

51484Laura Secord

South Africa

840270Laura Secord

Switzerland

340,977


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Trade Names

Laura
Secord
Laura Secord French & Frosted Mint
Laura Secord Frosted Mint
Laura Secord Mint Medallion
Laura Secord Mint Stick
Laura Secord Almond Bark
Laura Secord Jellifruit
Laura Secord Miniatures
Laura Secord Dixies
Laura Secord Puppy Paws
Laura Secord Buttermallow
Laura Secord Nut Bordeaux
Laura Secord French Mint
Laura Secord Laurette
Laura Secord Secord
Laura Secord Superior
Laura Secord Goldie
Laura Secord Milton
Laura Secord York
Laura Secord French Crisp
Laura Secord Virginia Crisp
Laura Secord Butter Crunch
Laura Secord Milk Fingers
Laura Secord White Fingers
Laura Secord Southern
Laura Secord Gloria
Laura Secord Jamaican
Laura Secord Orange Fruit Dream
Laura Secord Strawberry Fruit Dream
Laura Secord Raspberry Fruit Dream
Laura Secord Essex
Laura Secord Kent
Laura Secord Swirls & Clusters
Laura Secord Almond Swirls
Laura Secord Vanilla Belmont
Laura Secord Cameo
Laura Secord Princess

Fannie
May
Fannie May Candies
Fanny Farmer
Fanny Farmer Candies
Sweet Factory
Sweet Factory Group, Inc.
Sweet Factory Group
SF Candy Company
Sweet Factory, Inc.
SF Properties, Inc.
Archibald Candy (Canada) Corporation

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Schedule II

Patents

UNITED STATES REGISTERED PATENTSNONE

CANADIAN REGISTERED PATENTSNONE

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Schedule III

Copyrights

Title

Registration No.
(Renewal Number)"The New Fannie Farmer Boston Cooking School Cook Book" (1951 Edition)

A 58906
(RE 47-403)"The Fannie Farmer Junior Cook Book" (Revised Edition)

A 310806
(RE 269-246)"The Fannie Farmer Junior Cook Book" (Revised Edition)

A 310806
(RE 269-247)"The Fannie Farmer Junior Cook Book" (Revised Edition)

A 310806
(RE 258-685)"The All New Fannie Farmer Boston Cooking School Cook Book"

A 409841
(RE 351-952)"The Fannie Farmer Cook Book" (Eleventh Edition)

A 785881
(RE 47-403)"Candies" (Print or Label)

KK 232513"Miss Dog's Christmas Treat" (Book)

A 557906"The Fannie Farmer Cook Book" (Twelfth Edition)

TX 338-846"The Fannie Farmer Baking Book"

TX 1-547-681"The Fannie Farmer Cook Book" (Thirteenth Edition)

TX 3-280-034"Fannie May Chocolate Filled Bunnies" (Poster)

VA 226 329"Fannie May Candies Easter Parade" (Poster) (photograph and lithograph reproduction)

VA 299 153"Fannie May Candies Easter Parade" (Catalogue 1987 edition)

VA 258 898"Fannie May Candies Easter Parade" (Catalogue 1988 edition)

VA 295 869Fannie May Candies Easter Parade" (Catalogue 1989 edition)

VA 339 469"Fannie May Kitchen Fresh Candies" (Easter 1992 Gift Selectionphotographic catalogue)

VAU 213 682"The Chocolate Idea Book"(Catalogue)

TX 1 712 172"The Chocolate Idea Book"(Catalogue 1986-1987 edition)

VA 248 077Chocolate Delights"(Catalogue 1986-1987 edition)

VA 242 556"Fannie May Quantity Order Discount Program 1991-1992" (photographic catalogue)

VA 474 042"Fannie May Mail Order and Quantity Order Catalogue 1987-1988"

VA 278 699"Fannie May Mail Order and Quantity Order Catalogue 1988-1989"

VA 321 549"Fannie May Kitchen Fresh Candies 1991-1992 Mail Order Gift Selection" (photographic catalogue)

VA 474 044"Quantity Order Discount Program Fannie May Candies" (photographic brochure)

VA 474 043"Fannie May Quantity Order Discount Program 1991-1992" (Photographic catalogue)

VA 474 042


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"The Victorian Valentine" (design)

TX 1 851 807"Fannie May Kitchen Fresh Candies Valentine's 1992 Gift Selection" (photographic catalogue)

VAU 213 681"Fannie May Valentine Brochure1987 Edition"

VA 253 083"Fannie May Valentine Brochure1988 Edition"

VA 291 146"Fannie May Valentine Brochure1989 Edition"

VA 337 851"Fannie May Candies Happy Holidays Flyer 1987" (Catalogue)

VA 284 161"Fannie May Candies Happy Holidays Flyer 1988" (Catalogue)

VA 327 611"Fannie May Kitchen Fresh Candies Christmas 1991 Gift Selections" (Photographic Catalogue)

VAU 213 680"Chicago Skylines" (packagingprint based upon original painting)

VA 206 338"Water Tower/Horse and Carriage" (print based on original painting)

VAU 228 669"Floral Heart"

VA 815 722"Christmas Personal Consumption"

VA 814 976"Valentine's Day Personal Consumption"

VA 814 977"Halloween Personal Consumption"

VA 814 978"Easter Personal Consumption"

VA 814 979"96 Halloween Pop"

VA 814 980"Easter Bunny Crate"

VA 814 981"Easter Bunny Die Cut Box"

VA 814 982"Marshmallow Hearts"

VA 814 983"Carrot-Rabbit Boxes"

VA 820 242"Easter Cream Egg Boxes"

VA 824 758"97 Whimsical 2 oz. Heart"

VA 824 762"12 oz. Jelly Bird Egg"

VA 824 763"Christmas Tree Die Cut Box"

VA 824 764"1 oz. Santa Pop"

VA 824 765"Twelve Days of Christmas"

VA 824 766


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Schedule IV

Licenses

1.    Trademark
Agreement dated as of May 15, 1987 with Alfred Knopf for use of the "FANNIE FARMER" trademark in conjunction with publication rights to "The Fannie
Farmer Cookbook" (13TH Edition).

2.    Trademark
Agreement dated as of March 17, 1983 with Alfred Knopf for use of the "FANNIE FARMER" trademark in conjunction with publication rights to "The Fannie
Farmer Baking Book.

3.    Non-exclusive
licenses of "Fannie May", "Fannie Farmer", and "Fanny Farmer", trademarks pursuant to distributorship agreements and agreements for advertising
and promotion, and merchandising of non-food products (including, without limitation, non-exclusive licenses for the use of such trademarks for publications for third parties)
entered into in the ordinary course of business and consistent with past practice.

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Schedule V

Domain Names

www.archibaldcandy.com
www.fanniemay.com
www.fanniemaycandies.com
www.laurasecord.ca

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