Exhibit 10.46

SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT

This Seventh Amendment to Amended and Restated Loan Agreement (this "Amendment") is made as of the 28th day of December, 2001 by Mrs. Fields'
Original Cookies, Inc., a Delaware corporation ("Borrower"), andLaSalle Bank National
Association, a national banking association ("LaSalle").

WITNESSETH:

WHEREAS, Borrower and LaSalle are all of the parties to that certain Amended and Restated Loan Agreement dated as of February 28, 1998, as amended by that
certain First Amendment to Amended and Restated Loan Agreement dated as of July 31, 1998 (the "First Amendment"), that certain Second Amendment to Amended and Restated Loan Agreement dated as
of April 1, 1999 ("Second Amendment"), that certain Third Amendment to Amended and Restated Loan Agreement dated as of February 1, 2000 ("Third Amendment"), that certain Fourth Amendment
to Amended and Restated Loan Agreement dated as of April 3, 2000 ("Fourth Amendment"), that certain Fifth Amendment to Amended and Restated Loan Agreement dated as of March 30, 2001
("Fifth Amendment") and that certain Sixth Amendment to Amended and Restated Loan Agreement dated as of September 28, 2001 ("Sixth Amendment") (the Amended and Restated Loan Agreement, together
with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment, as further amended, restated, modified or supplemented and in
effect from time to time, being herein referred to as the "Loan Agreement"); and

WHEREAS,
Borrower has requested that LaSalle amend the Loan Agreement with respect to certain matters, and LaSalle is agreeable to such request, on and subject to the terms and
conditions set forth herein;

NOW,
THEREFORE, the parties hereto hereby agree as follows:

Definitions. Capitalized terms used herein and not otherwise defined herein are used with the meanings given such terms in the Loan Agreement.

Amendment. The Loan Agreement is hereby amended as follows:









Date of Determination

Ratio12/29/01

0.15 to 1.003/30/02

0.20 to 1.006/29/02

0.25 to 1.009/28/02

0.50 to 1.0012/28/02

1.10 to 1.003/29/03

1.10 to 1.00






Additional Collateral. Concurrently with the execution hereof, Borrower shall cause The Mrs. Fields' Brand, Inc., a Delaware corporation,
Pretzelmaker, Inc., a Utah corporation, and Pretzel Time, Inc., a Utah corporation, to enter into trademark pledge agreements, in form and substance satisfactory to LaSalle, whereby each
such entity will pledge to LaSalle as additional Collateral, the trademarks listed onSchedule Aattached hereto.

Amendment Fee. Concurrently with the execution hereof, Borrower shall pay to LaSalle an amendment fee of $25,000. Borrower hereby acknowledges and
agrees that LaSalle may debit any account of Borrower or make an advance on the Revolving Loan for the payment of the amendment fee.

Representations and Warranties. Borrower hereby represents, warrants and covenants to LaSalle that:



Miscellaneous.



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IN
WITNESS WHEREOF, the parties have executed this Seventh Amendment to Amended and Restated Loan Agreement as of the date first set forth above.

| |  | MRS. FIELDS' ORIGINAL COOKIES, INC.,
A DELAWARE CORPORATION      
| |  | -----------------------------------------------------------------
| |  | By:                                                              
| |  | LASALLE BANK NATIONAL ASSOCIATION,
A NATIONAL BANKING ASSOCIATION
| |  | By: