<PAGE>

                          TRADEMARK LICENSE AGREEMENT



                                    between



                          THE MRS. FIELDS' BRAND, INC.
                             a Delaware corporation


                                      and


                           NONNI'S FOOD COMPANY, INC.
                             a Florida corporation



                                                          DATED: January 3, 2000
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                       <C>
RECITALS.................................................................  1
AGREEMENT................................................................  1
      1.   DEFINITIONS...................................................  1
      2.   GRANT OF LICENSE..............................................  2
      3.   RESERVATION OF RIGHTS AND PRODUCT RIGHTS......................  3
      4.   LICENSE TRANSFER..............................................  4
      5.   LICENSE FEE AND ROYALTIES.....................................  4
      6.   GUARANTEED ROYALTY............................................  5
      7.   LICENSE RETENTION.............................................  6
      8.   NONNI'S BRANDS REPORTS........................................  6
      9.   DEVELOPMENT OF ROYALTY BEARING PRODUCTS.......................  6
      10.  ADVERTISING AND PROMOTION REQUIREMENTS........................  8
      11.  ROYALTY BEARING PRODUCTS APPROVAL STANDARDS...................  8
      12.  USE OF LICENSED NAMES AND MARKS...............................  9
      13.  INFRINGEMENT.................................................. 10
      14.  INSURANCE..................................................... 11
      15.  CONFIDENTIALITY............................................... 11
      16.  TERM AND TERMINATION.......................................... 12
      17.  DISPOSAL OF INVENTORY UPON EXPIRATION......................... 14
      18.  FINAL STATEMENT UPON TERMINATION OR EXPIRATION................ 15
      19.  REPRESENTATIONS AND WARRANTIES................................ 15
      20.  INDEMNIFICATION............................................... 16
      21.  NOTICES....................................................... 16
      22.  GENERAL PROVISIONS............................................ 17
</TABLE>

EXHIBIT "A" - LICENSED NAMES AND MARKS
EXHIBIT "B" - ROYALTY BEARING PRODUCTS
<PAGE>

                          TRADEMARK LICENSE AGREEMENT

     THIS AGREEMENT is made and entered into this 3rd day of January 2000, 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 sole owner of certain trademarks, service marks, and
trade names, which have become associated with high quality food products;

     WHEREAS, Nonni's desires to acquire a license from MFB to develop,
manufacture, package, distribute and sell through designated retail distribution
channels high quality, prepackaged ready-to-eat shelf stable cookie products
utilizing the Mrs. Fields trademarks, service marks and trade names; and

     WHEREAS, MFB desires to license to Nonni's the right to develop,
manufacture, package, distribute and sell ready-to-eat shelf stable cookie
products through designated retail distribution channels subject to the
provisions of this Agreement;

                                   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.   DEFINITIONS

          (a) "Designated Distribution Channels" shall mean grocery stores,
     supermarkets, drug stores, convenience stores, club stores, mass
     merchandisers and other similar retail prepackaged food and snack retail
     distribution channels.

          (b) "Guaranteed Amounts" shall have the meaning set forth in Section 5
     hereof.

          (c) "Initial Term" shall have the meaning set forth in Section 16
     hereof.

          (d) "Licensed Names and Marks" shall mean those trademarks, trade
     names and service marks identified on Exhibit A hereto.

          (e) "Net Sales" shall mean gross sales minus cash discounts for early
     payments.

          (f) "Option" shall have the meaning set forth in Section 16 hereof.

          (g)  "Packaging Specifications" shall mean those specifications for
<PAGE>

     packaging approved by MFB pursuant to Section 11 hereof.

          (h) "Product Specifications" shall mean those specifications for
     Royalty Bearing Products approved by MFB pursuant to Section 11 hereof.

          (i) "Protected Information" shall mean MFB recipes, formulations,
     systems, programs, procedures, manuals, confidential reports and
     communications, marketing techniques and arrangements, purchasing
     information, pricing policies, quoting procedures, financial information,
     employee, customer, supplier and distributor data, all of the materials or
     information relating to the business or activities of MFB which were not
     otherwise known to Nonni's prior to the commencement of the negotiations
     leading to this Agreement, or generally known to others engaged in similar
     businesses or activities, and all modifications, improvements and
     enhancements which are derived from or relate to Nonni's access to or
     knowledge of any of the above enumerated materials or information (whether
     or not any of the above are reduced to writing or whether or not patentable
     or protectable by copyright) which Nonni's receives, receives access to,
     conceives or develops or has received, received access to, conceived or
     developed, in whole or in part, directly or indirectly, in connection with
     Nonni's license hereunder.  Information which is independently developed by
     Nonni's, or which was already in the possession of Nonni's prior to the
     date of this Agreement and which was not obtained in connection with the
     transactions contemplated by this Agreement, or information which is or
     becomes publicly available without breach of (i) this Agreement, (ii) any
     other agreement or instrument to which Nonni's is a party or a beneficiary,
     or (iii) any duty owed to MFB by Nonni's, shall not be considered Protected
     Information hereunder.

          (j) "Royalty Bearing Product(s)" shall mean the food products
     described on Exhibit B hereto, that are sold as prepackaged shelf stable
     cookies using the Licensed Names and Marks.

          (k) "Royalty Default Rate" shall mean the interest rate which is the
     lesser of (i) the annual rate from time to time publicly announced by
     Citibank, N.A. at its "base rate" or "prime rate" (or any successor rate)
     plus two percent (2%) or (ii) the highest applicable legal rate.

          (l) "Running Royalty" or "Running Royalties" shall mean the royalty or
     royalties from time to time payable pursuant to Section 5.

          (m) "Territory" shall mean The United States of America and Canada.

          (n) "Guaranteed Royalty" shall have the meaning set forth in Section 6
     hereof.

     2.   GRANT OF LICENSE

                                       2
<PAGE>

          (a)  Grant.  Subject to the terms and conditions of this Agreement,
MFB hereby grants to Nonni's, and Nonni's hereby accepts the grant by MFB of,
the exclusive right and license to use the Licensed Names and Marks to
manufacture and market Royalty Bearing Products through Designated Distribution
Channels throughout the Territory. Except as stated in Section 3, MFB shall not
compete with Nonni's in the (i) use of any trademark, service mark or tradename
in marketing Royalty Bearing Products in Designated Distribution Channels in the
Territory or (ii) license any third party to use the same in marketing any
Royalty Bearing Products in Designated Distribution Channels in the Territory.

          (b)  First Right of Offer - Products. If at any time during the
Initial Term (or a current Option Period) MFB determines to offer a ready-to-eat
shelf stable cookie commodity marketed through the Designated Distribution
Channels, for countries outside the Territory to a third party manufacturer,
licensee or marketing company, prior to offering the ready-to-eat shelf stable
cookie commodity marketed through the Designated Distribution Channels to a non-
related party by any means, MFB shall notify Nonni's and provide Nonni's a sixty
(60) day period of time thereafter during which MFB shall negotiate exclusively
in good faith with Nonni's for the license to sell in the Territory the
ready-to-eat shelf stable cookie commodity marketed through the Designated
Distribution Channels. The terms and conditions upon which MFB grants a license,
if any, for a ready-to-eat shelf stable cookie commodity marketed through the
Designated Distribution Channels pursuant to this Section shall be as negotiated
by MFB and Nonni's during such 60 day period; provided, that MFB is only free to
reject Nonni's offer if an agreement cannot be reached as to the Licensing Fee
and the Running Royalty and after such rejection, MFB can negotiate with any
third party for the license to sell the ready-to-eat shelf stable cookie
commodity marketed through the Designated Distribution Channels and accept such
third party offer only if it exceeds Nonni's best offer. Any agreement reached
with Nonni's during such 60 day period shall be documented in a separate
agreement or addendum to this Agreement and shall become effective only when
signed by all parties.

          (c)  Nonni's agrees to appoint a person designated by MFB, as a full
board member of Nonni's. Such person, or a replacement designated by MFB, shall
serve as a board member through the term of this Agreement and any Option
Period.

     3.   RESERVATION OF RIGHTS AND PRODUCT RIGHTS

          (a)  Reservation.  MFB reserves all rights with respect to the
     Licensed Names and Marks not expressly licensed to Nonni's hereunder, and
     MFB may use or grant licenses to others to use the Licensed Names and Marks
     in any other manner or in connection with any goods or services, other than
     for sale of Royalty Bearing Products in Designated Distribution Channels in
     the Territory. Without limiting the foregoing, the license granted pursuant
     to this Agreement shall be exclusive to Nonni's except that MFB shall not
     be precluded from, and hereby expressly retains the right to: (i) own,
     operate, and grant or license others the right to own and

                                       3
<PAGE>

     operate Mrs. Fields Cookies stores which sell cookie, bakery and/or ice
     cream products (whether or not such products are Royalty Bearing Products)
     under the Licensed Names and Marks at locations within the Territory on
     such terms and conditions, as MFB, in its sole discretion, deems
     appropriate, and (ii) offer for sale and sell, and license others to offer
     for sale and sell, any products or services under the Licensed Names and
     Marks which are not Royalty Bearing Products. During the term of this
     Agreement, Nonni's shall have the exclusive right to use the recipes which
     it solely develops. Within 6 months of the expiration or termination of
     this Agreement, MFB shall have the option to purchase for its exclusive use
     any of the recipes which Nonni's had solely developed during the term of
     the Agreement. The purchase price for each recipe shall be $75,000.00.


          (b) Products. MFB shall have the right to purchase Royalty Bearing
     Products from Nonni's at a "most favored nations" price in order to sell
     the Royalty Bearing Products at Mrs. Fields Cookies store locations owned
     and operated by MFB, its licensees and its franchisees which are licensed
     by MFB to operate Mrs. Fields Cookies stores pursuant to Mrs. Fields'
     Uniform Franchise Offering Circular or under an exemption to the Federal
     Trade Commission Regulations governing the sale of franchises.  "Most
     favored nations price for the purpose of this agreement will be the lowest
     net price received by Nonni's from any customer for the specific store
     keeping unit ("sku") of the Royalty Bearing Product during the 30 day
     period immediately preceding the order from MFB, less an offset for the
     amount of the running royalty otherwise due from Nonni's to MFB which will
     instead be credited against the purchase price charged by Nonni's to MFB.

     4.  LICENSE TRANSFER

     This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their successors or assigns; provided, that the
rights of the parties under this Agreement may only be assigned (i) upon written
consent by MFB or (ii) without consent to a parent corporation which owns at
least fifty-one percent (51%) of such assigning party, a fifty-one percent (51%)
owned subsidiary corporation of such party, a fifty-one percent (51%) owned
subsidiary of a parent of such party if such parent owns at least fifty-one
percent (51%) of such party, or to such other business organization which shall
acquire  substantially all of the assets and business of the parties, a parent,
or a subsidiary.  Nonni's shall not have the right to grant sublicenses under
this Agreement; provided, however that Nonni's shall have the right to contract
with a third party for the actual manufacturing of the Royalty Bearing Products
("co-pack agreements"), if such co-packer (with respect to Royalty Bearing
Products) are approved in writing by MFB, (such approval shall be deemed granted
unless within 30 days after sending said notice to MFB, Nonni's receives from
MFB written notice indicating disapproval) which approval will not be
unreasonably withheld, and provided further that such co-packer signs a
confidentiality agreement with MFB, containing substantially the obligations of
Nonni's as set forth in paragraph 15 hereof.

                                       4
<PAGE>

Nonni's shall be required to provide a copy of the co-pack agreement to MFB
before the execution of any such agreement. Nonni's obligations as set forth in
this Agreement shall not be altered in any manner as a result of the existence
of any co-pack agreements with third party manufacturers. Any assignment,
franchise, sublicense, or transfer, not expressly permitted by this Section 4,
is prohibited and will be deemed to be null and void.

     5.   LICENSE FEE AND ROYALTIES

          (a) Guaranteed Licensing Fees and Running Royalties. Upon execution
     of this Agreement and upon the concurrent approval under Section 9(b) by
     MFB of Royalty Bearing Products, Nonni's shall deliver warrants totaling
     10% of the stock of Nonni's pursuant to the Warrant Purchase Agreement
     attached as Exhibit C.  Throughout the term (including Option Periods) of
     this Agreement the Running Royalty shall be 5% of Net Sales of Royalty
     Bearing Products, except for years one and three which shall be 7% of Net
     Sales of Royalty Bearing Products. Nonni's shall remit such Running
     Royalties to MFB on the last day of the month following the end of each
     calendar quarter covered by the Agreement.   All Guaranteed Amounts and
     Running Royalties shall be non-refundable for any reason whatsoever.


          (b) Payments.  All fees, royalties, and amounts payable hereunder
     shall be paid to MFB in U.S. currency in immediately available funds at
     such address or to such account as shall be designated in writing by MFB.

          (c) Interest on Late Payments.  Nonni's shall pay interest on all
     overdue amounts hereunder from the due date of such amounts until paid at
     the Royalty Default Rate.

     6.   GUARANTEED ROYALTY

          (a) Nonni's agrees to pay a Guaranteed Royalty (defined below) per
     year (which shall not begin until 3 months after the execution of this
     Agreement) on Net Sales of  Royalty Bearing Products during the first three
     years as set forth on the following schedule:


                               INITIAL TERM
                               ------------

                          Year 1         $1,100,000
                          Year 2         $1,750,000
                          Year 3         $2,100,000


          (b) The foregoing guaranteed payments shall be  referred to herein as
     the "Guaranteed Royalty" and shall be due within 45 days of said twelve
     month period.

                                       5
<PAGE>

     7.   LICENSE RETENTION

     If Nonni's fails to generate royalties sufficient to meet its Guaranteed
Royalty as set forth in Section 6(a) hereof with respect to Royalty Bearing
Products, MFB shall have the option to receive additional Running Royalties from
Nonni's in the manner and in an amount equal to the Running Royalties that would
have been paid had Nonni's met its Guaranteed Royalty, and if paid, Nonni's
shall  retain the exclusive license described herein.

     8.   NONNI'S REPORTS

          (a) Periodic Reports.  On or before the last day of the month
     following the last month of each calendar quarter covered by this
     Agreement, Nonni's shall deliver to MFB a written statement prepared,
     signed, and certified to be true and correct by Nonni's senior  financial
     officer, or their designee, setting forth the amount of Royalty Bearing
     Products sold, including sufficient information and detail to confirm the
     calculations, which report shall be accompanied by payment in full of the
     amount of Running Royalties then due.


          (b) Annual Reports.  Within ninety (90) days following the end of each
     calendar year of this Agreement, beginning with the first such year in
     which Nonni's has sales of Royalty Bearing Products, Nonni's shall deliver
     to MFB a written statement setting forth the amount of Royalty Bearing
     Products sold and the calculations, including sufficient information and
     detail to confirm the calculations, used to determine such amounts, which
     calculations shall be signed and certified as true and correct by an
     independent certified public accounting firm chosen by Nonni's and
     acceptable to MFB, which acceptance shall not be withheld unreasonably.  If
     this statement discloses that the amount of Running Royalties paid during
     any period to which the report relates was less than the amount required to
     be paid or that any other amount is due MFB, Nonni's immediately shall pay
     such amounts, together with accrued interest at the Royalty Default Rate in
     cash or other immediately available funds. MFB shall have the right to
     examine and audit the books and records of Nonni's to verify the amount of
     Royalty Bearing Products sold.

     9.   DEVELOPMENT OF ROYALTY BEARING PRODUCTS

     Nonni's hereby covenants, agrees, warrants and represents that:

          (a) Product Development.  All Royalty Bearing Products shall be
     developed, manufactured, marketed, and sold as "premium" products
     consistent with MFB's then existing image.  Nonni's accepts full
     responsibility for and agrees to pay all costs it incurs associated with
     the development of all Royalty Bearing Products and all advertising and
     promotion, packaging design, graphics, and packaging

                                       6
<PAGE>

     materials for Royalty Bearing Products. MFB shall cooperate with Nonni's in
     development of Royalty Bearing Products, primarily through the suggestion
     of ideas, concepts, and recipes for products and packaging (MFB shall make
     its artwork, designs and logos available for Nonni's use); provided,
     however, that MFB shall have no obligation to develop Royalty Bearing
     Products or any other products.

          (b) MFB Approval.  Nonni's shall not sell any initial Royalty Bearing
     Product or any newly flavored Royalty Bearing Products until MFB, in its
     reasonable judgment, finds that such product in mass production quantities
     is satisfactory to MFB, pursuant to Section 11 hereof.  The license to
     Nonni's granted by this Agreement to distribute the Royalty Bearing
     Products under the Licensed Names and Marks is expressly contingent upon
     such final approval by MFB, which approval shall not be unreasonably
     withheld.

          (c) Compliance with Specifications.  Nonni's will manufacture, sell
     and distribute the Royalty Bearing Products in accordance with the Product
     Specifications and will package and label the Royalty Bearing Products in
     accordance with the Packaging Specifications.

          (d) Capital Costs.  Nonni's will secure all plant, equipment and
     technical skills necessary for the manufacture of the Royalty Bearing
     Products according to the Product and Packaging Specifications, and MFB
     shall have no liability or responsibility with respect thereto.

          (e) Compliance with Laws.  The Royalty Bearing Products will be
     manufactured in compliance with, and will not be adulterated or misbranded
     within the meaning of, the Federal Food, Drug and Cosmetic Act of 1938, or
     any other federal, state, foreign or local laws or regulations applicable
     thereto, will not constitute an article which may not be introduced into
     interstate commerce and will be manufactured in substantial compliance with
     all applicable federal, state, foreign or local laws and regulations
     applicable thereto.  Unless MFB otherwise agrees in writing, Nonni's will
     destroy all inventories which are not in conformity with Food and Drug
     Administration rules and regulations and all applicable federal, state,
     foreign and local laws.  Nonni's agrees to notify MFB promptly of any
     regulatory action of which Nonni's has knowledge that is taken in relation
     to it by any federal, state, foreign, county or municipal authority which
     relates to or affects the manufacture, storage, distribution or sale of the
     Royalty Bearing Products.

          (f) Customer Complaints.  Nonni's shall provide MFB a summary of all
     written consumer complaints received regarding the quality of the Royalty
     Bearing Products and shall maintain all written consumer complaints and a
     telephone log for all consumer complaints received by telephone for a
     period of one year.  Nonni's will send a written report to MFB each month
     containing the comments received, names

                                       7
<PAGE>

     of complaining persons, with addresses and telephone numbers (if
     available). Comments will be organized and summarized by type of comment or
     complaint and by the geographical location of the complaint. Such
     information will also be available for inspection by MFB during normal
     working hours upon reasonable notice. Nonni's further agrees that it will
     respond to any written customer complaint within fourteen (14) days of
     receipt of such complaint by written response with either a refund of the
     customer's money or a coupon for the same type of Royalty Bearing Product
     purchased, depending upon the complaining customer's request. Nonni's
     further agrees that any complaints about MFB products which are not Royalty
     Bearing Products will be forwarded to MFB within five (5) days of receipt.
     MFB agrees that all customer complaints and comments received by it with
     respect to Royalty Bearing Products will be forwarded to Nonni's within
     five (5) days of receipt. Nonni's shall further provide MFB with copies of
     all responses to complaints, upon request.

          (g) Ingredient Approval.  Nonni's will purchase for its own account
     all flavoring ingredients, raw materials and packaging which is proprietary
     to MFB from sources which are approved by MFB, which approval shall not be
     unreasonably withheld.

          (f) Nonni's must develop and submit for MFB's approval product recall
     procedures.

                                       8
<PAGE>

     10.  ADVERTISING AND PROMOTION REQUIREMENTS

          (a) Nonni's Promotion.  Nonni's shall market Royalty Bearing Products
     as premium products or as is otherwise consistent with MFB's then existing
     image so that such marketing shall not reflect adversely upon Royalty
     Bearing Products, the good name of MFB, or the Licensed Names and Marks.
     MFB shall have a prior-to-use reasonable right of approval for all
     promotional, marketing and advertising materials and concepts for each
     promotional campaign Nonni's uses to market Royalty Bearing Products.  In
     that regard, MFB shall have a right of reasonable approval, prior to the
     development of final television, radio or printed advertisements, the final
     "story boards" with respect to television advertising, the final "script"
     with respect to radio spots and the final "layouts" with respect to printed
     advertisements.  MFB shall also have a right of reasonable approval with
     respect to the actors or actresses used in connection with any such
     advertising campaigns; provided, that Nonni's shall have the right to make
     minor variations in promotional, marketing and advertising materials used
     in connection with the approved promotional campaigns.  All advertisements
     and advertising campaigns shall conform in all material respects to the
     approvals given by MFB.  MFB shall have five (5) business days following
     the receipt of the proposed promotional, marketing or advertising materials
     to send Nonni's written notice of its disapproval which shall include an
     explanation of the basis for disapproval.  If such written disapproval is
     not received by Nonni's within this five (5) business day period, the
     marketing, promotional or advertising material submitted to MFB shall be
     deemed approved.  Any material modifications to any such materials
     previously approved by MFB shall be subject to approval pursuant to this
     Section 10.  Once a promotional campaign has been approved by MFB, if no
     material changes are made to it by Nonni's, MFB shall not rescind its
     approval and Nonni's may proceed accordingly on the basis that it is
     approved.

          (b) MFB's Promotion.  MFB agrees to participate in the cross promotion
     in its company owned stores of the Royalty Bearing Products.  Such
     participation shall be at the sole discretion of MFB.

11.  ROYALTY BEARING PRODUCTS APPROVAL STANDARDS

          (a) Approval Standards.  Prior to initial marketing of each Royalty
     Bearing Product, Nonni's shall provide MFB with (i) notice of the proposed
     predetermined product content specifications for approval (as so approved
     by MFB, the "Product Specifications"), and (ii) without charge,
     representative samples of the proposed product and related packaging
     materials, labels, and package inserts, for approval (as so approved by
     MFB, the "Packaging Specifications").  Approval of product content
     specifications, product quality, packaging, labels and inserts shall be in
     MFB's reasonable discretion.  Unless within ten (10) business days after
     sending the above notice and samples Nonni's receives from MFB notice
     indicating disapproval of proposed predetermined product content
     specifications, product quality or other items described above, together
     with an explanation of the basis of its disapproval, such predetermined
     product content specifications, product quality,

                                       9
<PAGE>

     or other items shall be deemed approved. Nonni's shall market all Royalty
     Bearing Products in accordance with the approval received from MFB with
     respect to product content specifications, quality, packaging and labeling,
     and in accordance with all governmental laws, rules, and regulations
     applicable in the Territory.

          (b) Examination By MFB.  Periodically MFB shall have the right to
     request and upon such request Nonni's shall provide to MFB, free of charge,
     representative samples of any Royalty Bearing Products then being sold,
     together with any packaging, packaging inserts, labels, wrapping,
     advertising, marketing and promotional material then in use.  MFB shall
     examine any such samples, packaging, promotional or marketing materials,
     and advertisements within ten (10) days after receipt.  If as a result of
     such examination MFB believes that any Royalty Bearing Product is not in
     substantial conformity with the Product Specifications or product quality
     approved by MFB, or that any packaging, advertising, marketing or
     promotional materials are not in substantial conformity with any previous
     approvals given by MFB, or any Licensed Names or Marks are not being used
     in conformity with the requirements of this Agreement, MFB shall promptly
     notify Nonni's.  After receipt of any such notice from MFB, Nonni's shall
     have ten (10) business days or a mutually agreed upon time period to
     correct the lack of conformity identified by MFB.  Nonni's recognizes that
     representatives of MFB may also inspect Royalty Bearing Products after
     delivery into Designated Distribution Channels and Nonni's shall cooperate
     with MFB in obtaining Nonni's customers' cooperation in such inspections.
     Notwithstanding the foregoing, MFB's right to request and receive samples
     and related packaging shall be limited to once per calendar quarter, unless
     in any quarter such samples are non-conforming as described above in which
     case MFB may request additional samples from time to time during such
     quarter and the next succeeding calendar quarter to ensure conformity.

          (c) Labeling; Trademark Notices.  Whenever Nonni's uses the Licensed
     Names and Marks, Nonni's shall affix the appropriate trademark notice and
     agrees to use the registration symbol of "(R)" in connection with its use
     of the Licensed Names and Marks, or "TM" where the mark has not been
     registered federally, and in each instance where appropriate accompanied by
     the words "Reg. TM of MFB" or a reasonable facsimile thereof or such other
     reference as may be designated by MFB from time to time.  Where a Licensed
     Name and Mark is used more than once on packaging, in copy or advertising
     or on the Royalty Bearing Products, the "(R)" or "TM" designation need only
     be used once either on the most prominent use of the Licensed Name and
     Mark, or if all uses are of equal prominence, then on the first use of the
     Licensed Name and Mark in or on each package, copy, advertisement, or
     product.  Nonni's shall use the Licensed Names and Marks only as
     trademarks, service marks, or trade names and shall affix the notice as
     specified.  Nonni's shall not have the right, unless previously agreed in
     writing by MFB, to use other trademarks, service marks, or trade names in
     marketing and promoting Royalty Bearing Products.  MFB shall have the right
     to own and register any such other trademark, service mark, or trade name
     which is registerable, including a Licensed Name or Mark or "Fields" in any
     format, and such trademarks, service marks, and trade names owned or
     registered by MFB shall be included in the Licensed Names and Marks, and
     Nonni's shall cooperate with MFB by providing packaging, labelling,

                                      10
<PAGE>

     and documentation as may be required to obtain and maintain such
     registration.

     12.  USE OF LICENSED NAMES AND MARKS

          (a)  Restrictions On Use. Unless MFB consents in writing which consent
     shall not be unreasonably withheld, Nonni's shall use the Licensed Names
     and Marks:

               (i)    only for the purposes of and pursuant to this Agreement,

               (ii)   only in a manner consistent with the scope of the relevant
                      registration of the Licensed Names and Marks or
                      applications therefor in the Territory,

               (iii)  only in the manner permitted and prescribed by MFB as set
                      forth herein,

               (iv)   only with respect to Royalty Bearing Products, and

               (v)    only to sell Royalty Bearing Products through Designated
                      Distribution Channels.

          (b) Recognition of Goodwill.  Nonni's recognizes the value of the
     goodwill associated with the Licensed Names and Marks and acknowledges that
     the Licensed Names and Marks and all rights therein and goodwill pertaining
     thereto belong exclusively to MFB.

          (c) Validity of Other Agreements.  Nonni's agrees that it will not,
     during the term of this Agreement or thereafter, attack the title or any
     rights of MFB in and to the Licensed Names and Marks, or any other license
     agreement or franchise agreement involving the Licensed Names and Marks to
     which MFB is a party.

          (d) Validity of Licensed Names and Marks.  Nonni's agrees that it will
     not intentionally destroy, impair or in any way impede the effect and
     validity of the Licensed Names and Marks.

     13.  INFRINGEMENT

     Nonni's agrees to assist MFB, at MFB's cost and expense, to the extent
necessary in the procurement of any protection or to protect any of MFB's rights
to the Licensed Names and Marks, and MFB, if it so desires, may commence or
prosecute any claims or suits in its  own name or, with Nonni's consent, in the
name of Nonni's or join Nonni's as a party thereto.  Nonni's shall notify MFB in
writing of any infringements or imitations by others of the Licensed Names and
Marks which may come to Nonni's attention, and MFB shall have the sole right to
determine whether or not any action shall be taken on account of any such
infringements or imitations at MFB's cost and expense.  Nonni's shall not
institute any suit

                                      11
<PAGE>

or take any action on account of any such infringements or imitations without
first obtaining the written consent of MFB.

                                      12
<PAGE>

     14.  INSURANCE

     Nonni's shall obtain and keep in force, at its sole expense, product
liability insurance providing adequate insurance for MFB against any claims and
suits involving product liability arising out of, or with respect to, the
transactions contemplated by this Agreement, in no less than Ten million dollars
($10,000,000.00) combined single limit on bodily injuries and/or property
damage. Within thirty (30) days after the date of this Agreement, Nonni's shall
submit to MFB a certificate of insurance naming MFB as an additional insured and
providing that any cancellation or material change or alteration which reduces
coverage or any benefits accruing to MFB shall become effective only upon thirty
(30) days prior notice to MFB. The requirements of this Section 14 are
acknowledged by Nonni's to be a material term of this Agreement as defined in
paragraph 16(b)(ii).

     15.  CONFIDENTIALITY

          (a) Acknowledgment of Confidentiality.  Nonni's understands that any
     Protected Information disclosed to it by MFB under this Agreement is
     secret, proprietary and of great value to Nonni's, which value may be
     impaired if the secrecy of the Protected Information is not maintained.

          (b) Reasonable Security Measures.  MFB has taken and will continue to
     take reasonable security measures to preserve and protect the secrecy of
     the Protected Information and Nonni's agrees to take all measures
     reasonably necessary to protect the secrecy of such information in order to
     prevent it from falling into the public domain or into the possession of
     persons not bound to maintain the secrecy of such information.

          (c) Non-Disclosure Obligation.  Nonni's agrees not to disclose the
     Protected Information obtained pursuant to this Agreement, to any person or
     entity (other than Nonni's key officers and employees to whom disclosure is
     necessary and to co-packers whom have executed a Confidentiality Agreement
     pursuant to paragraph 4), during the term of this Agreement or at any time
     following the expiration or termination of this Agreement.

          (d) Burden of Proof.  Nonni's hereby acknowledges and agrees that if
     Nonni's shall disclose, divulge, reveal, report, publish, transfer or use,
     for any purpose whatsoever, except as authorized herein, any Protected
     Information, and Nonni's shall assert as a defense that such information
     (i) was already known to Nonni's or developed prior to the execution of
     this Agreement, (ii) was independently developed by Nonni's, (iii) was
     disclosed to third parties without violation of this Agreement, (iv) was
     already in the public domain prior to the execution of this Agreement, or
     (v) entered the public domain without violation of this Agreement, then
     Nonni's shall bear the burden of proof with respect to the same.

          (e) Mutuality of Obligations.  MFB hereby agrees that any information
     which it receives from Nonni's which is within the scope of the definition
     of Protected Information, shall be treated as confidential by MFB, and MFB
     hereby agrees to be

                                      13
<PAGE>

     bound by the terms of this Agreement with respect to any such information
     it receives from Nonni's, to the same extent that Nonni's is bound by the
     terms of this Agreement with respect to Protected Information, as set forth
     above in paragraphs 15(a), (b), (c) and (d).

     16.  TERM AND TERMINATION

          (a) Term.  The initial term of this Agreement shall begin upon the
     execution hereof and shall continue for a period of sixty-three (63) months
     ("Initial Term").  So long as Nonni's is not in material default and
     subject to Section 7, has met and/or paid Running Royalties based on its
     Guaranteed Royalty as described in paragraph 6(a) hereof, this Agreement
     would then automatically renew for successive five year terms ("Option
     Periods")until such time as either party terminates the Agreement upon no
     more than twenty (20) days prior written notice to the other party.
     Notwithstanding the above, during any Option Period and only during an
     Option Period, if Nonni's has achieved or paid a minimum of a 2% growth of
     Running Royalties year-over-year during the proceeding twelve month period,
     then MFB shall not exercise its termination rights under this paragraph
     16(a).  MFB's termination rights under paragraph 16(b) shall not be deemed
     altered or waived by this paragraph 16(a).

          (b) Termination.  This Agreement may be terminated as follows:

              (i)    If Nonni's defaults in the payment of any Running Royalties
     then this Agreement and the license granted hereunder may be terminated
     upon notice by MFB effective thirty (30) days after receipt of such notice,
     without prejudice to any and all other rights and remedies MFB may have
     hereunder or by law provided, and all rights of Nonni's hereunder shall
     cease.

              (ii)   If Nonni's fails to pay its Guaranteed Royalty as set forth
          in paragraph 6(a) hereof, then, this Agreement and the license granted
          hereunder may be terminated upon receipt of such notice by Nonni's,
          without prejudice to any and all other rights and remedies MFB may
          have hereunder or by law provided, and all rights of Nonni's hereunder
          shall cease.


              (iii) If Nonni's fails to perform in accordance with any material
          term or condition of this Agreement (other than as described in
          paragraph 16(b)(i) and (ii) above) and such default continues
          unremedied for thirty (30) days after the date on which Nonni's
          receives written notice of default, unless such remedy cannot be
          accomplished in such time period and Nonni's has commenced diligent
          efforts within such time period and continues such effort until the
          remedy is complete, then this Agreement may be terminated upon notice
          by MFB, effective upon receipt of such notice, without prejudice to
          any and all other rights and remedies MFB may have hereunder or by law
          provided.

                                      14
<PAGE>

               (iii) If Nonni's is determined to be insolvent, or files a
          petition in bankruptcy or for reorganization, or takes advantage of
          any insolvency statute, or makes an assignment for the benefit of
          creditors, or undertakes any similar action, under any federal, state
          or foreign bankruptcy, insolvency or similar law, unless such is
          dismissed, removed or otherwise cured within thirty (30) days or
          unless Nonni's has filed for Chapter 11 Reorganization protection
          under Federal Bankruptcy Laws, then this Agreement and the License
          granted hereunder may be terminated upon notice by MFB, effective upon
          receipt of such notice, without prejudice to any and all other rights
          and remedies MFB may have hereunder or by law provided, and the
          license herein granted shall not constitute an asset in
          reorganization, bankruptcy, or insolvency which may be assigned or
          which may accrue to any court or creditor appointed referee, receiver,
          or committee.

               (v)   If MFB is determined to be insolvent, or files a petition
          in bankruptcy or for reorganization, or takes advantage of any
          insolvency statute, or makes an assignment for the benefit of
          creditors, or undertakes any similar action, under any federal, state
          or foreign bankruptcy, insolvency or similar law, or fails to perform
          in accordance with any material term or condition of this Agreement
          and such default continues for thirty (30) days after MFB receives
          written notice of default, then this Agreement and the License granted
          hereunder may be terminated upon notice by Nonni's, effective upon
          receipt of such notice, without prejudice to any and all other rights
          and remedies Nonni's may have hereunder or by law provided, and the
          license herein granted shall not constitute an asset in
          reorganization, bankruptcy, or insolvency which may be assigned or
          which may accrue to any court or creditor appointed referee, receiver,
          or committee.

               (vi)  If MFB fails to perform in accordance with any material
          term or condition of this Agreement and such default continues
          unremedied for thirty (30) days after the date on which MFB receives
          written notice of default, then this Agreement may be terminated upon
          notice by Nonni's, effective upon receipt of such notice, without
          prejudice to any and all other rights and remedies Nonni's may have
          hereunder or by law provided.

          (c) Rights Upon Termination or Cancellation.  On any cancellation,
     termination or expiration of this Agreement;

              (i)    Nonni's agrees to immediately pay to MFB all currently owed
          Running Royalties and any additional royalties pursuant to Section 17
          and to return all Protected Information, confidential documents and
          other material supplied by MFB to Nonni's and agrees never to use,
          disclose to others, nor assist others in using the Protected
          Information.

                                      15
<PAGE>

               (ii)   Nonni's will be deemed to have automatically and
          irrevocably assigned, transferred, and conveyed to MFB any rights,
          equities, good will, titles or other rights in and to the Licensed
          Names and Marks and Royalty Bearing Products which may have been
          obtained by Nonni's or which may have vested in Nonni's in pursuance
          of any endeavors covered hereby, and Nonni's will execute any
          instruments requested by MFB to accomplish or confirm the foregoing.
          Any such assignment, transfer or conveyance shall be without
          consideration other than the mutual covenants and considerations of
          this Agreement.

               (iii)  Except as provided in Section 17 below, Nonni's further
          agrees that it shall forthwith discontinue the use of all Licensed
          Names and Marks, including packaging and other paper goods and other
          objects bearing any Licensed Names and Marks.

          (d) Licensing of Licensed Names and Marks After Termination.  Upon any
     expiration or earlier termination of this Agreement, MFB may license others
     to use the Licensed Names and Marks to produce, sell, market and advertise
     products similar or identical to the Royalty Bearing Products through
     Designated Distribution Channels in the Territory.

          (e) Packaging Designs.  In the event this Agreement is properly
     terminated, MFB shall have the right to purchase the packaging designs for
     the Royalty Bearing Products from Nonni's at a price equal to the amount
     expended by Nonni's on such packaging designs.  To exercise this right, MFB
     shall notify Nonni's in writing of MFB's intent to purchase the packaging
     design, not later than 30 days after termination.  Upon receipt of such
     notice, Nonni's shall provide MFB with the amount of Nonni's cost for
     packaging design, whereupon, MFB may rescind its offer within twenty (20)
     business days of receipt of the price of such costs for packaging design,
     otherwise MFB shall be deemed to have accepted such cost as the purchase
     price for such packaging.

     17.  DISPOSAL OF INVENTORY UPON EXPIRATION

     For a period of six (6) months following the termination or expiration of
this Agreement, Nonni's shall have the right to sell any Royalty Bearing
Products in Nonni's inventory which have been packaged in packages bearing the
Licensed Names and Marks, and MFB shall have the right to purchase at Nonni's
fully allocated cost, any packaging materials using the Licensed Names and Marks
then in Nonni's inventory.  Any sales of Royalty Bearing Products under this
Section shall be, at all times, in accordance with the policies, prices, and
standards established for marketing and distribution of Royalty Bearing Products
pursuant to this Agreement, and shall include payment of all Running Royalties
accrued in accordance with Section 5 hereof.

     18.  FINAL STATEMENT UPON TERMINATION OR EXPIRATION

     As soon as practicable after termination or expiration of the license
granted

                                      16
<PAGE>

hereunder, but in no event more than thirty (30) days thereafter, Nonni's shall
deliver to MFB a statement indicating the number and description of Royalty
Bearing Products packaged in packaging using the Licensed Names and Marks then
in Nonni's inventory and the number and description of unused packaging
materials bearing the Licensed Names and Marks then in Nonni's inventory. MFB
shall have the option to conduct a physical inventory to ascertain or verify
such statement.

     19.  REPRESENTATIONS AND WARRANTIES

          (a) Title.  MFB represents and warrants and Nonni's acknowledges that
     MFB has represented that MFB is the owner of all right, title, and interest
     in and to the Licensed Names and Marks and that such licensing and Licensed
     Names and Marks under this Agreement to Nonni's does not infringe upon the
     rights of any third parties.  Nonni's further acknowledges the good will
     associated with the Licensed Names and Marks and that such Licensed Names
     and Marks have acquired secondary meaning in the mind of the public.
     Nonni's shall not during the term of this Agreement dispute or contest,
     directly or indirectly, or due or cause to be done, any action which in any
     way contests, impairs, or tends to impair MFB's exclusive rights and title
     to the Licensed Names and Marks or the validity of any registrations
     thereof and Nonni's shall not assist others in so doing.  Nonni's shall not
     in any manner represent that it owns any rights in the Licensed Names and
     Marks (and/or registrations therefore), but may, only during the term of
     this Agreement, and only if Nonni's has complied with all laws, regulations
     and registration requirements within the jurisdiction for so doing,
     represent that it is a "licensee" or "official licensee" hereunder.
     Nonni's shall not register or attempt to register in its own name, or that
     of any third party, any Licensed Name or Mark.  Subject to the terms and
     conditions of this Agreement, Nonni's agrees that any and all uses by
     Nonni's of the Licensed Names and Marks under this Agreement shall be on
     behalf of and accrue and inure to the benefit of MFB.  MFB will maintain at
     its sole expense, the proper registration of all Licensed Names and Marks
     used under this Agreement.

          (b) Right To Enter Into This Agreement.  MFB and Nonni's each warrant
     and represent for itself that it has the right to enter into this
     Agreement, that it will not knowingly subsequently take any action contrary
     to this Agreement, and that the entering into of this Agreement will not
     knowingly violate any other agreement to which it is a party or conflict
     with or violate any law, rule or regulation by which it is bound.

          (c) MFB's Image.  MFB represents and warrants that it will not
     intentionally do anything to destroy or impair its existing image.


     20.  INDEMNIFICATION

          (a) MFB Indemnification.  MFB hereby indemnifies Nonni's and forever
     holds Nonni's harmless from and against all claims, suits, actions,
     proceedings, damages, losses or liabilities, costs or expenses (including
     reasonable attorneys' fees

                                      17
<PAGE>

     and expenses) arising out of, based upon, or in connection with (i) any
     breach of any of MFB's warranties or representations as set forth in this
     Agreement or (ii) any claim that the use by Nonni's of the Licensed Names
     and Marks as provided in this Agreement infringes upon any third party
     trademark, service mark, or trade name.

                                      18
<PAGE>

          (b) Nonni's Indemnification.  Nonni's hereby indemnifies MFB and
     forever holds MFB harmless from and against all claims, suits, actions,
     proceedings, damages, losses or liabilities, costs or expenses (including
     reasonable attorneys' fees and expenses) arising out of, based upon, or in
     connection with, unless it is at the direction of MFB (i) any breach of any
     of Nonni's warranties or representations as set forth in this Agreement,
     (ii) any use of any patent, process, method, or device by Nonni's in
     connection with the Royalty Bearing Products; (iii) any alleged defects or
     dangers inherent in the Royalty Bearing Products or the manufacture,
     distribution, sale, or use thereof; (iv) any injuries or damages to
     purchasers, users, or consumers of Royalty Bearing Products arising from or
     related to the use or consumption of Royalty Bearing Products; (v) any
     injuries or damages arising from Nonni's or any of Nonni's customers,
     advertising, marketing or promotion of the Licensed Names and Marks or
     Royalty Bearing Products; or (vi) any alleged infringement of any third
     party's copyright, patent, or trademark unless and to the extent such
     alleged infringement is based upon Nonni's use of the Licensed Names and
     Marks as authorized in this Agreement.

          (c) Conditions of Indemnification.  As a condition of indemnification
     under this Section 20, the party seeking indemnification shall give the
     other party (for purposes of this Section 20 called the "Indemnifying
     Party") immediate notice of and copies of all pleadings and correspondence
     related to the assertion of any such claim, proceeding, action, or suit and
     agrees not to settle, compromise, or otherwise dispose of any such claim,
     proceeding, action or suit without the prior written consent of the
     Indemnifying Party.  The Indemnifying Party shall have the right (but not
     the obligation) to assume the defense or settlement of any such claim,
     proceeding, action, or suit at its expense, by counsel of its choice.  If
     the Indemnifying Party assumes such defense, the Party seeking indemnity
     shall cooperate fully with the Indemnifying Party in defense of the action
     and the Indemnifying Party shall not be liable to pay or reimburse the
     other party for attorneys' fees or expenses, except such out-of-pocket
     costs or expenses incurred by the Indemnified Party in cooperating with the
     Indemnifying Party.

     21.  NOTICES

          All notices provided by this Agreement shall be in writing and shall
     be given by facsimile or registered mail, postage prepaid, or by personal
     delivery, by one party to the other, addressed to such other Party at the
     applicable address set forth below, or to such other addresses as may be
     given for such purpose by such other party by notice duly given hereunder.
     Notice shall be deemed properly given on the date of a confirmed facsimile
     transmission, three (3) days after the date mailed if given by first class
     mail. or on the date of delivery, which ever applies:

     To MFB:        The Mrs. Fields' Brand, Inc.
                    2855 E. Cottonwood Parkway
                    Suite 400
                    Salt Lake City, UT 84121
                    Attention: Legal Department

                                      19
<PAGE>

                    Fax No:  (801) 736-5945


     To NONNI'S:    Nonni's Food Company, Inc.
                    601 South Boulder, Suite 900
                    Tulsa, OK 74119
                    Fax: (918) 560-4108


     22.  GENERAL PROVISIONS

          (a) No Fiduciary or Other Relationship.  It is understood and agreed
     by the parties hereto that this Agreement does not create a fiduciary
     relationship between them, that MFB and Nonni's are and shall be
     independent contractors and that nothing in this Agreement is intended to
     make either party a general or special agent, joint venturer, partner or
     employee of the other for any purpose whatsoever.

          (b) Use of Licensed Names and Marks in Contracts.  Nonni's shall not
     employ any of the Licensed Names and Marks in signing any contract or
     applying for any license or permit or in a manner that may result in MFB's
     liability for any of Nonni's indebtedness or obligations, nor may Nonni's
     use the Licensed Names and Marks in any way not expressly authorized by
     MFB.  Except as expressly authorized in writing, neither MFB nor Nonni's
     shall make any express or implied agreements, warranties, guarantees or
     representations or incur any debt in the name or on behalf of the other,
     represent that their relationship is other than licensor and licensee or be
     obligated by or have any liability under any agreements or representations
     made by the other that are not expressly authorized in writing.

          (c) Severability.  Except as expressly provided to the contrary
     herein, each Section, paragraph, term and provision of this Agreement, and
     any portion thereof, shall be considered severable and if, for any reason,
     any such provision of this Agreement is held to be invalid, contrary to or
     in conflict with any applicable present or future law or regulation in a
     final, unappealable ruling issued by any court, agency or tribunal with
     competent jurisdiction in a proceeding to which MFB is a party, that ruling
     shall not impair the operation of, or have any other effect upon, such
     other portions of this Agreement as may remain otherwise intelligible,
     which shall continue to be given full force and effect and bind the parties
     hereto, although any portion held to be invalid shall be deemed not to be a
     part of this Agreement from the date the time for appeal expires, if
     Nonni's is a party thereto, otherwise upon Nonni's receipt of a notice of
     non-enforcement thereof from MFB.  If any covenant herein which restricts
     competitive activity is deemed unenforceable by virtue of its scope in
     terms of area, business activity prohibited and/or length of time, but
     would be enforceable by reducing any part or all thereof, Nonni's and MFB
     agree that the same shall be enforced to the fullest extent permissible
     under the laws and public policies applied in the jurisdiction in which
     enforcement is sought.

                                      20
<PAGE>

          (d) Substitution of Provisions.  If any applicable and binding law or
     rule of any jurisdiction requires a greater prior notice of the termination
     of this Agreement than is required hereunder, or the taking of some other
     action not required hereunder, or if, under any applicable and binding law
     or rule of any jurisdiction, any provision of this Agreement is invalid or
     unenforceable, the prior notice and/or other action required by such law or
     rule shall be substituted for the comparable provisions hereof.  Nonni's
     agrees to be bound by any promise or covenant imposing the maximum duty
     permitted by law which is subsumed within the terms of any provision
     hereof, as though it were separately articulated in and made a part of this
     Agreement, that may result from striking from any of the provisions hereof,
     any portion or portions which a court may hold to be unenforceable in a
     final decision to which MFB is a party, or from reducing the scope of any
     promise or covenant to the extent required to comply with such a court
     order.  Such modifications to this Agreement shall be effective only in
     such jurisdiction, unless MFB elects to give them greater applicability,
     and shall be enforced as originally made and entered into in all other
     jurisdictions.

          (e) Waiver.  MFB and Nonni's may by written instrument unilaterally
     waive or reduce any obligation of or restriction upon the other under this
     Agreement, effective upon delivery of written notice thereof to the other
     or such other effective date stated in the notice of waiver.  Any waiver so
     granted by the waiving party shall be without prejudice to any other rights
     the waiving party may have, will be subject to continuing review by the
     waiving party and may be revoked, in the waiving party's sole discretion,
     at any time and for any reason, effective upon delivery to the other party
     of ten (10) days' prior written notice.

          (f) Waiver by Custom or Practice.  MFB and Nonni's shall not be deemed
     to have waived or impaired any right, power or option reserved by this
     Agreement (including, without limitation, the right to demand exact
     compliance with every term, condition and covenant herein or to declare any
     breach thereof to be a default and to terminate this Agreement prior to the
     expiration of its term) by virtue of any custom or practice of the parties
     at variance with the terms hereof; any failure, refusal or neglect of MFB
     or Nonni's to exercise any right under this Agreement or to insist upon
     exact compliance by the other with its obligations hereunder; any waiver,
     forbearance, delay, failure or omission by MFB or Nonni's to exercise any
     right, power or option, whether of the same, similar or different nature,
     or MFB's acceptance of any payments due from Nonni's after any breach of
     this Agreement.

          (g) Force Majeure.  Neither MFB nor Nonni's shall be liable for loss
     or damage or deemed to be in breach of this Agreement if their failure to
     perform obligations results from:

               (i)  compliance with any law, regulation, requirement or
                    instruction of any federal, state, municipal or foreign
                    government or any department or agency thereof; or

                                      21
<PAGE>

               (ii)   acts of God; or

               (iii)  fires, strikes, embargoes, war or riot; or

               (iv)   any other similar event or cause.

     Any delay resulting from any of said causes shall extend performance
     accordingly or excuse performance, in whole or in part, as may be
     reasonable, except that said causes shall not excuse payments of amounts
     owed at the time of such occurrence or payment of any Running Royalties or
     Guaranteed Amounts for Royalty Bearing Products due on any sales
     thereafter.

          (h) Press Release.  Unless consented to by Nonni's in advance or
     required by law, regulation, statute, etc., MFB agrees not to issue any
     formal press release prior to the introduction of Royalty Bearing Products
     through the Designated Distribution Channels.

          (i) Temporary Restraining Orders.  Notwithstanding anything to the
     contrary contained in this Agreement, MFB and Nonni's shall each have the
     right in a proper case to obtain temporary restraining orders and temporary
     or preliminary injunctive relief from a court of competent jurisdiction.

          (j) Rights Cumulative.  The rights of MFB and Nonni's hereunder are
     cumulative and no exercise or enforcement by MFB or Nonni's of any right or
     remedy hereunder shall preclude the exercise or enforcement by MFB or
     Nonni's of any other right or remedy hereunder which MFB or Nonni's is
     entitled by law to enforce.

          (k) Costs and Attorney Fees.  If a claim for amounts owed by Nonni's
     to MFB or its affiliates is asserted in any judicial proceeding or appeal
     thereof, or if MFB or Nonni's is required to enforce this Agreement in any
     judicial proceeding or appeal thereof, the party prevailing in such
     proceeding shall be entitled to reimbursement of its reasonable costs and
     expenses, including reasonable accounting and legal fees, whether incurred
     prior to, in preparation for, or in contemplation of the filing of any
     written demand, claim, action, hearing or proceeding to enforce the
     obligations of this Agreement.  If MFB incurs expenses in connection with
     Nonni's failure to pay when due amounts owing to MFB, to submit when due
     any reports, information or supporting records or otherwise to comply with
     this Agreement, or if Nonni's incurs expenses in connection with MFB's
     failure to comply with this Agreement, including, but not limited to legal
     and accounting fees, the party incurring the expense shall be reimbursed by
     the other party for any such reasonable costs and expenses which it incurs.

          (l) Governing Law.  Except to the extent governed by the United States
     Trademark Act of 1946 (Lanham Act, 15 U.S.C. (S)(S) 1051 et seq.) or other
     federal law, this Agreement, and the relationship between Nonni's and MFB,
     shall be governed by the laws of the State of Utah.

                                      22
<PAGE>

          (m) Jurisdiction.  Nonni's and MFB hereby irrevocably consent and
     agree that any legal action, suit or proceeding arising out of or in any
     way in connection with this Agreement may be instituted or brought in the
     United States District Court for the District of Utah. Nonni's and MFB
     hereby irrevocably consent and submit to, for themselves and in respect of
     their property, generally and unconditionally, the jurisdiction of such
     Court, and to all proceedings in such Court.  Further, Nonni's and MFB
     irrevocably consent to actual receipt of any summons and/or legal process
     at their respective addresses as set forth in this Agreement as
     constituting in every respect sufficient and effective service of process
     in any such legal action or proceeding.  Nonni's and MFB further agree that
     final judgment in any such legal action, suit or proceeding shall be
     conclusive and may be enforced in any other jurisdiction, whether within or
     outside the United States of America, by suit under judgment, a certified
     or exemplified copy of which will be conclusive evidence of the fact and
     the amount of the liability.

          (n) Waiver of Punitive Damages.  Except with respect to the
     indemnification obligations of the parties hereunder, the parties waive to
     the fullest extent permitted by law any right to or claim for any punitive
     or exemplary damages against the other and agree that, in the event of a
     dispute between them, the party making a claim shall be limited to recovery
     of any actual damages it sustains.

          (o) Headings.  The headings of the several sections and paragraphs
     hereof are for convenience only and do not define, limit or construe the
     contents of such sections or paragraphs.

          (p) Entire Agreement.  This Agreement and the Exhibits hereto
     represent the entire agreement between MFB and Nonni's with respect to the
     subject matter hereof and supersede any prior agreements and negotiations
     between the parties.

          (q) Exhibits.  All Exhibits hereto form part of this Agreement.

          (r) Counterparts.  This Agreement may be executed simultaneously in
     two counterparts, each of which shall be deemed an original, but both of
     which together shall constitute one and the same agreement, binding upon
     both parties hereto, notwithstanding that both parties are not signatories
     to the original or the same counterpart.

          (s) Expenses.  Each party shall bear its own expenses (including
     attorneys' fees and expenses) in connection with the preparation,
     negotiation, execution, and delivery of this Agreement.

     IN WITNESS THEREOF, this Agreement has been executed by the Parties hereto
as of the date and year first written above.

                         NONNI'S FOOD COMPANY, INC.

                                      23
<PAGE>

                         By:_________________________________

                         Its:_________________________________


                         THE MRS. FIELDS' BRAND, INC.


                         By:_________________________________
                              Larry A. Hodges

                         Its: President

                                      24
<PAGE>

                                  EXHIBIT "A"

                            LICENSED NAMES AND MARKS

                                      25
<PAGE>

                                  EXHIBIT "B"

                            ROYALTY BEARING PRODUCTS



Shelf stable ready-to-eat cookies packaged for retail sale for the following
products:

          Cookies

                                      26
<PAGE>

                                  EXHIBIT "C"

                           WARRANT PURCHASE AGREEMENT

                                      27