Exhibit 4.7

GUARANTEE AND INDEMNITY

THIS GUARANTEE AND INDEMNITYis made as of the 1st day of November, 2002,

|BY:           |  | ARCHIBALD CANDY (CANADA) CORPORATION, a corporation incorporated under the laws of Canada
|------------- |  | -----------------------------------------------------------------------------------------
|              |  | (the "Guarantor")                                                                        
|IN FAVOUR OF: |  | FOOTHILL CAPITAL CORPORATION, as administrative agent on behalf of the Lenders           
|              |  | (the "Agent")                                                                            

RECITALS:

NOW THEREFOREin consideration of the sum of $1.00, the Lenders making available certain credit facilities on the terms set forth in the
Loan Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Guarantor agrees with the Agent as follows:

ARTICLE 1.
INTERPRETATION

1.1Definitions

In
this Agreement, in addition to the definitions set out in the recitals hereto, if any:



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1.2Headings

The
inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

1.3References to Articles and Sections

Whenever
in this Agreement a particular Article, section or other portion thereof is referred to, such reference pertains to the Article, section or portion thereof contained herein
unless otherwise indicated.

1.4References to Agreements and Enactments

Except
as otherwise specifically provided:



1.5Currency

All
amounts in this Agreement are stated and shall be paid in Canadian currency, provided that if Guaranteed Obligations are outstanding in a currency other than Canadian currency, the
Lenders, at their option, may require that such amounts be paid in such other currency, to the extent that the Guaranteed Obligations are outstanding in such other currency.

1.6Gender and Number

In
this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

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1.7Invalidity of Provisions

Each
of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of
competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders
any provision of this Agreement invalid or unenforceable in any respect. The parties shall engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a
valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

1.8No Conditions Precedent

This
Agreement is effective upon execution and delivery of this Agreement by the Guarantor. Such execution and delivery constitutes conclusive evidence that this Agreement was not
delivered in escrow and that any conditions precedent to the effectiveness of this Agreement have been satisfied or waived by the Guarantor.

1.9Entire Agreement

This
Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including
any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement and the Loan Agreement. No
reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, the Loan Agreement or any
amendment or supplement thereof, by any party to this Agreement or the Loan Agreement or its directors, officers, employees or agents, to any other party to this Agreement or the Loan Agreement or its
directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement or the Loan Agreement, and none of the parties to this
Agreement or the Loan Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact.
Accordingly, there
shall be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

1.10Waiver, Amendment

Except
as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any
provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

1.11Governing Law, Attornment

This
Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

1.12Loan Agreement to Govern

If
there is any inconsistency between the terms of this Agreement and the terms of the Loan Agreement, the terms of the Loan Agreement will prevail to the extent of the inconsistency.

ARTICLE 2.
GUARANTEE AND INDEMNITY

2.1Guarantee

The
Guarantor unconditionally and irrevocably guarantees the due and punctual payment and performance of all Guaranteed Obligations (whether or not involving parties other than the
Borrower, the Agent and the Lenders).

2.2Indemnity

The
Guarantor shall indemnify and save the Agent and the Lenders harmless from and against any losses which may arise by virtue of any of the Guaranteed Obligations, the Loan Agreement
or any other agreement relating to any of the foregoing being or becoming for any reason whatsoever in whole or in part:



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(all
of the foregoing collectively, an "Indemnifiable Circumstance"). For greater certainty, these losses shall include without limitation the amount of all Guaranteed Obligations which would have
been payable by the Borrower but for the existence of an Indemnifiable Circumstance.

2.3Guarantor Liable as Principal

The
Guarantor shall be liable to the Agent and the Lenders as principal debtor and not as surety only, and will not plead or assert to the contrary in any action taken by the agent or
the Lenders in enforcing this Agreement.

2.4Continuing Guarantee and Indemnity

The
guarantee and indemnity herein shall be a continuing guarantee of the payment and performance of all the Guaranteed Obligations and a continuing indemnity for the payment of all
Indemnified Amounts and shall apply to and secure any ultimate balance thereof due or remaining unpaid to the Agent and the Lenders. The guarantee and indemnity herein shall not be considered as
wholly or partially satisfied by the intermediate payment or satisfaction at any time of all or any part of the Guaranteed Obligations or Indemnified Amounts. All dividends, compositions and payments
received by the Agent or the Lenders from the Borrower or any other Person shall be applied as payments in gross without any right on the part of the Guarantor to claim the benefit of any such
dividends, compositions or payments or any Security held by the Agent or the Lenders until payment in full of all Guaranteed Obligations and Indemnified Amounts.

2.5Reinstatement

The
guarantee and indemnity herein shall be reinstated if at any time any payment of any Guaranteed Obligations or Indemnified Amounts is rescinded or must otherwise be returned by the
Agent or the Lenders upon any Proceedings of or affecting the Borrower or any other Person or for any other reason whatsoever, all as though such payment had not been made. The Agent or the Lenders
may concede or compromise any claim that such payment ought to be rescinded or otherwise returned, without discharging, diminishing or in any way affecting the liability of the Guarantor hereunder or
the effect of this section 2.5.

ARTICLE 3.
ENFORCEMENT

3.1Demand

Upon
the occurrence of an Event of Default, the Guarantor shall, on demand by the Agent on behalf of the Lenders, forthwith pay to the Agent, or perform or cause the performance of, all
Guaranteed Obligations for which such demand was made. All Indemnified Amounts shall be payable by the Guarantor to the Agent forthwith upon demand by the Agent, on behalf of the Lenders.

3.2Right to Immediate Payment or Performance

The
Agent and the Lenders shall not be bound to make any demand on or to seek or exhaust its recourse against the Borrower or any other Person or to realize on any Security held by it in
respect of the Guaranteed Obligations before being entitled to demand payment from or performance by the Guarantor and enforce its rights under this Agreement, and the Guarantor hereby renounces all
benefits of discussion and division.

3.3Interest

All
amounts payable by the Guarantor under this Agreement shall bear interest payable by the Guarantor from the date of demand for payment both before and after default and judgment at
the default rate as set out in Section 2.6(c) of the Loan Agreement.

3.4Lenders' Statement

The
statement in writing of the Lenders or of the Agent on behalf of the Lenders as to the amount of the Guaranteed Obligations, the Indemnified Amounts and all other amounts payable
hereunder shall be binding upon the Guarantor and conclusive against it in the absence of manifest error.

ARTICLE 4.
LIABILITY FOR TAXES

4.1Gross-Up

All
payments made by the Guarantor to the Agent or the Lenders under this Agreement shall be made in full, without set-off or counterclaim, and free of and without deduction
or withholding for or on account of any present or future Canadian Taxes provided that, if the Guarantor shall be required by law to deduct or withhold any Canadian Taxes from or in respect of any
payment or sum payable to the Agent or the Lenders, the payment or sum payable shall be increased as may be necessary so that after making all required deductions or withholdings (including deductions
or withholdings applicable to additional amounts paid under this ARTICLE 4)

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the Agent or the Lenders, as the case may be, receive an amount equal to the sum it would have received if no deduction or withholding had been made, and the Guarantor shall pay the full amount
deducted or withheld to the relevant taxation or other authority in accordance with applicable law; provided, however, that Guarantor is not required to increase any such amounts payable to the Agent
or any Lender if the increase in such amount payable results from the Agent's or such Lender's own wilful misconduct or gross negligence. Guarantor will furnish to the Agent as promptly as possible
after the date of payment of any Canadian Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by Guarantor.

4.2Indemnity for Taxes

The
Guarantor shall indemnify the Agent and the Lenders in respect of:



Payment
under this indemnification shall be made within ten days from the date the Agent or the Lenders make written demand therefor accompanied by a certificate of the Lenders stating the amount of
the relevant Taxes and the calculation thereof.

4.3Lenders' Discretion Preserved

Nothing
contained in this ARTICLE 4 shall interfere with the right of the Agent or the Lenders to arrange its tax affairs in whatever manner it may think fit and, in particular, it shall
not be under any obligation to claim relief from its tax liability in respect of its payments, deductions or withholdings in priority to any other claims, reliefs, credits or deductions available to
it.

ARTICLE 5.
APPROPRIATION AND SET-OFF BY LENDERS

5.1Appropriation

The
Lenders shall be at liberty, without in any way prejudicing or affecting its rights hereunder, to appropriate or to refrain from appropriating any payment made to, or monies received
by, the Lenders from:



in
each case whether then due or to become due, and whether absolute or contingent, and from time to time to revoke or alter any such appropriation, all as the Lenders may from time to time in their
sole discretion determine.

5.2Set-Off by Lenders

Each
of the Lenders may, without demand or notice of any kind, set off, appropriate and apply any and all deposits, general or special, matured or unmatured, in any currency, held by or
for the benefit of the Guarantor with such Lender, and any other indebtedness and liability of such Lender to the Guarantor, matured or unmatured, in any currency, against and on account of the
Guarantor's liability hereunder in any currency irrespective of whether or not the Lender has made any demand for payment hereunder or the Guaranteed Obligations are due, in such order of application
as such Lender may from time to time elect. If the amounts being set-off are not payable in the same currency, such Lender may convert either amount into the other currency at the
Conversion Rate on the day as of which that set-off is being effected, or if that day is not a Business Day then on the Business Day preceding the day as of which that set-off
is being effected.

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ARTICLE 6.
GUARANTOR NOT TO COMPETE

6.1Guarantor Not to Compete

The
Guarantor shall not:



until
the Agent and the Lenders have received payment and performance in full of all Guaranteed Obligations, all Indemnified Amounts and all other amounts payable hereunder. Any money, Security, or
other personal or real property taken or received by the Guarantor in contravention of this section 6.2 shall be held by the Guarantor in trust for the Agent, on behalf of the Lenders, or, in
the Province of Québec, as agent or mandatary for the Agent, on behalf of the Lenders, and shall be delivered or transferred to the Agent, on behalf of the Lenders, on demand.

ARTICLE 7.
PROTECTION OF LENDER

7.1Defects in Creation of Guaranteed Obligations

Neither
the Agent nor the Lenders shall be concerned to see or enquire into the capacity and powers of the Borrower or its directors, officers, employees or agents acting or purporting
to act on its behalf. All obligations, liabilities and indebtedness purporting to be incurred by the Borrower in favour of the Agent or the Lenders shall be deemed to form part of the Guaranteed
Obligations even though the Borrower may not be a legal entity or the incurring of such obligations, liabilities or indebtedness was irregularly, fraudulently, defectively or informally effected or in
excess of the capacity or powers of the Borrower or its directors, officers, employees or agents and notwithstanding that the Agent or the Lenders have specific notice of the capacity and powers of
the Borrower or its directors, officers, employees or agents.

7.2Liability Absolute

The
liability of the Guarantor hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by:



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7.3Dealings by Lenders



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7.4Waiver of Notice

The
Guarantor expressly waives any right to receive notice of the existence or creation of all or any of the Guaranteed Obligations and presentment, demand, notice of dishonour, protest,
notice of any of the events or circumstances described in sections 7.1, 7.2 or 7.3 and all other notices whatsoever in respect of the Guaranteed Obligations except to the extent, if at all,
that thePersonal Property Security Act(Ontario) or other applicable law requires notice to be given to the Guarantor in connection with any
disposition of collateral by or on behalf of the Lenders. The Guarantor hereby acknowledges communication to it of the terms of the Loan Agreement and all agreements and other documents referred to in
the Loan Agreement and of all the provisions therein contained and consents to and approves the same.

7.5Expanded Interpretation

Notwithstanding
anything else in this Agreement, where the Agent or the Lenders allow the Borrower or any other Person to deal with any property and assets covered by any Security on
terms which stipulate that the Security continues to cover such property and assets after such dealing, each reference to the Borrower in ARTICLE 7 shall be deemed to include the Person
acquiring an interest in such property and assets.

ARTICLE 8.
MISCELLANEOUS

8.1Payment of Costs and Expenses

Unless
otherwise paid by and agreed to be paid by the Borrower pursuant to the Loan Agreement, the Guarantor shall pay to the Agent and the Lenders on demand all costs and expenses of
the Agent and the Lenders, its officers, employees and agents and any receiver or receiver-manager appointed by it or by a court in connection with this Agreement, the Hypothec and the Security
Agreement, including, without limitation:



and
further including, without limitation, all of the fees, expenses and disbursements of the Agent and the Lenders' lawyers, on a solicitor and his own client basis, incurred in connection therewith
and all sales or value-added taxes payable by the Agent or the Lenders (whether refundable or not) on all such costs and expenses.

8.2Currency Conversion and Indemnity

If,
in connection with any claim or proof made or filed against the Guarantor, any action brought in connection with this Agreement or any judgment or order obtained as a result thereof,
it becomes necessary to convert any amount due hereunder in one currency (the "first Currency") into another currency (the "second Currency"), then the conversion shall be made at the Conversion Rate
on the first Business Day prior to the day on which payment is received.

If
the conversion in connection with any action is not able to be made in the manner contemplated by the preceding paragraph in the jurisdiction in which the action is brought, then the
conversion shall be made at the Conversion Rate on the day on which the judgment is given.

If
the Conversion Rate on the date of payment is different from the Conversion Rate on such first Business Day or on the date of judgment or such other date upon which a court may order
the conversion made, as the case may be, the Guarantor shall pay such additional amount (if any) in the second Currency as may be necessary to ensure that the amount paid on such payment date is the
aggregate amount in the second Currency which, when converted at the Conversion Rate on the date of payment, is the amount due in the first Currency, together with all costs and expenses of
conversion. Any additional amount owing by the Guarantor to the Agent or the Lenders pursuant to the provisions of this section shall be due as a separate debt and shall give rise to a separate cause
of action and shall not be affected by or merged into any judgment obtained for any other amounts due under or in respect of this Agreement.

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8.3No Set-off By Guarantor

All
amounts payable by the Guarantor under this Agreement shall be paid without set-off or counterclaim and without any deduction or withholding whatsoever unless and to the
extent that the Guarantor shall be prohibited by law from doing so, in which case the Guarantor shall pay to the Agent and the Lenders such additional amount
as shall be necessary to ensure that the Agent and the Lenders, as the case may be, receive the full amount it would have received if no such deduction or withholding had been made.

8.4No Waiver

No
delay on the part of the Agent or the Lenders in the exercise of any right, power or remedy hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise
by the Agent or the Lenders of any right, power or remedy shall preclude other or further exercise thereof or the exercise of any other right, power or remedy. No action of the Agent or the Lenders
permitted hereunder shall in any way impair or affect its rights, powers or remedies under this Agreement.

8.5Additional Security

This
Agreement shall be in addition to, and shall not be in any way prejudiced by nor shall this Agreement prejudice:



and
the Agent's and the Lenders' rights under this Agreement shall not be merged in any such other Security or endorsement.

8.6Assignment by Lenders

The
Agent and the Lenders may sell, assign or transfer all or any of the Guaranteed Obligations to the extent permitted, and in accordance with the procedures set forth, in the Loan
Agreement, and in such event each and every immediate and successive assignee, transferee or holder of all or any of the Guaranteed Obligations, shall have, in respect of the rights or obligations
sold, assigned or transferred to it, the full benefit hereof to the same extent as if it were an original party hereto and to the Guaranteed Obligations or the part thereof so sold, assigned or
transferred, without regard to any set-off, counterclaim or equities between the Borrower, the Agent and the Lenders or the Guarantor, the Agent and the Lenders.

8.7Communication

Any
notice or other communication, including a demand or a direction, required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent by
registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as the Guarantor or

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the Agent, as applicable, may designate to each other in accordance herewith), or telefacsimile, as the case may be, at its address set forth below:

(a)    if to the Agent:Foothill Capital Corporation
1 Boston Place
Boston, MassachusettsAttention:

Business Finance Division ManagerTelecopier number:

617.722.9493with a copy toTorys LLP
237 Park Avenue
New York, New York
10017-3142Attention:

Emanuel GrilloTelecopier number:

212.745.0200(b)    if to the Guarantor:Archibald Candy (Canada) Corporation
c/o Archibald Candy Corporation
1137 West Jackson Boulevard
Chicago, Illinois
60607Attention:

President and Chief Operating OfficerTelecopier number:

312.243.3992with a copy toWinston & Strawn
35 West Wacker Drive
Chicago, Illinois
60601Attention:

Patrick DoyleTelecopier number:

312.558.5700


All
notices or demands sent in accordance with this Section 8.7, other than notices by Agent in connection with enforcement rights against the Collateral under the provisions of
the New York Uniform Commercial Code or other applicable personal property security legislation, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the
deposit thereof in the mail. The Guarantor acknowledges and agrees that notices sent by the Agent or the Lenders in connection with the exercise of enforcement rights against Collateral under the
provisions of the New York Uniform Commercial Code or other applicable personal property security legislation shall be deemed sent when deposited in the mail or personally delivered, or, where
permitted by law, transmitted by telefacsimile or any other method set forth above.

Notwithstanding
the foregoing, if applicable personal property security legislation requires that a notice or other communication be given in a specified manner, then any such notice or
communication shall be given in such manner.

8.8Successors and Assigns

This
Agreement shall be binding upon the Guarantor and its successors and enure to the benefit of the Agent, the Lenders and their respective successors and assigns.

8.9Copy Received

The
Guarantor acknowledges receipt of a copy of this Agreement.

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IN WITNESS WHEREOFthe Guarantor has executed this Agreement as of the date first above written.

| |  | ARCHIBALD CANDY (CANADA) CORPORATION
| |  | ------------------------------------
| |  | by:                                 
| |  | by:                                 

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