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                              PURCHASE AGREEMENT

     This Agreement is made and entered into this 1/st/ day of December, 1999 by
and between THE MRS. FIELDS' BRAND, INC., a Delaware corporation ("MFB"), and
NONNI'S FOOD COMPANY, INC., a Florida corporation ("NONNI'S").

                                   RECITALS

     WHEREAS, MFB is the owner of certain cookie recipes which it has developed;
and

     WHEREAS, Nonni's desires to purchase from MFB, and MFB desires to sell to
Nonni's certain of its cookie recipes (collectively, the "Acquired Recipes")
listed on Exhibit A attached hereto and made part hereto.

                                   AGREEMENT

     NOW THEREFORE, in consideration of the covenants and agreements contained
herein and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

     1.  Sale and Purchase.  On the terms and subject to the conditions of this
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Agreement, MFB agrees to sell, and Nonni's agrees to purchase, on or before
December 29, 1999, the Acquired Recipes set forth on Exhibit A attached hereto
and made a part hereof.  Nonni's agrees that the Acquired Recipes are only to be
used for cookies produced and sold by Nonni's and Nonni's further agrees not to
sale, license or transfer in any manner the Acquired Recipes to a non-related
party.

     2.  Purchase Price. The purchase price for the Acquired Recipes shall be
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Two Million Dollars ($2,000,000.00). MFB shall provide wire transfer
instructions to Nonni's. Nonni's agrees to effect the payment by wire transfer
in immediate available funds.

     3.  Counterparts. This Agreement may be executed in one or more
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counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other party.

     4.  Severability. If any provision of this Agreement or the application of
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any such provision to any person or circumstance shall be held invalid, illegal
or unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof.

     5.  Attorney's Fees. Should any litigation be commenced with respect to any
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matters governed by this Agreement, the party prevailing shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum for such
party's attorneys' fees and expenses determined by the court in such litigation.
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     6.  Governing Law. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of Utah applicable to agreements
made and to be performed entirely within such State, without regard to the
conflicts of law principles of such State.

     7.  Remedies. Each of the parties acknowledges and agrees that each other
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party would be damaged irreparably in the event any of the provisions of this
Agreement are not performed in accordance with their specific terms or otherwise
are breached. Accordingly, each of the parties agrees that each other party
shall be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically this Agreement and the
terms and provisions hereof in any action instituted in any court of the United
States or any state thereof, having jurisdiction over the parties and the
matter, in addition to any other remedy to which it may be entitled, at law or
in equity.

     8.  Submission to Jurisdiction. Each of the parties submits to the
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jurisdiction of any state or federal court sitting in Salt Lake City, Utah, in
any action or proceeding arising out of or relating to this Agreement and agrees
that all claims in respect of the action or proceeding may be heard and
determined in any such court. Each party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each
of the parties waives any defense of inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond, surety, or other
security that might be required of any other party with respect thereto. Each
party agrees that a final judgment in any action or proceeding so brought shall
be conclusive and may be enforced by suit on the judgment or in any other manner
provided by law or at equity.

                                        NONNI'S FOOD COMPANY, INC.

                                        By:_________________________

                                        Its:________________________

                                        THE MRS. FIELDS' BRAND, INC.

                                        By:_________________________

                                        Its:________________________