Exhibit 4.10

SIXTH SUPPLEMENTAL INDENTURE

This Sixth Supplemental Indenture, dated as of December 3, 2002 (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"), and Mrs. Fields Gifts, Inc., 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, and the Fifth Supplement Indenture, dated as of April 4, 2000 (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 Mrs. Fields' Brand, Inc., a Delaware corporation and a Guarantor under the Indenture ("MFB"), was merged with
and into the Company in accordance with the Indenture on November 22, 2002 and, accordingly, is no longer a party to the Indenture;

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,
the Guaranteeing Subsidiary was formed on the date of this Supplemental Indenture and, as of such date, had assets with a fair market value in excess of $100,000;

WHEREAS,
pursuant to Section 4.19 of the Indenture, the Guaranteeing Subsidiary is required, as a result of its formation, 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 GIFTS, INC.                                                   |  |  |  | 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   
|PRETZEL TIME, 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   
|PRETZELMAKER, 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

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