**Exhibit10.78**

**PRODUCTSUPPLY AGREEMENT**

THISAGREEMENT (the “Agreement”) is made and entered into this  15th day of December, 2006, by and between **Countryside Baking, Inc., a Dawn Food ProductsCompany,** an Indiana corporation (the “Processor”) and **Mrs. Fields Franchising, L.L.C.,**a Delaware limited liability company(the “Company”).

**RECITALS:**

A.  TheCompany supports its individual franchisee locations operated as part of itsMrs. Fields franchise system (the “System”) by negotiating with manufacturersto secure goods at a price on behalf of the System, and then encourages theSystem to purchase those goods for use in its individually owned locationsthrough Company’s designated distributors.

B.  TheProcessor is in the business of custom manufacturing frozen cookie dough andother bakery products and has facilities, capacity and expertise available andsufficient to enter into this Product Supply Agreement.

C.  TheCompany desires to have the Processor manufacture and process products at theProcessor’s plant in Irvine, California (the “Plant”) to be made available todistributors designated by Company who will purchase the products for resale tothe System.

D.  Processordesires to enter into such an agreement with the Company to provide the desiredproduct.

**NOW THEREFORE**, in consideration of the covenantshereinafter set forth, the sufficiency of which is hereby acknowledged, theparties agree as follows:

**1.             PRODUCTS**.

(a)           Subject to the terms and conditionshereof, the Processor shall prepare, manufacture, process, and package for theCompany those Products identified in **ExhibitA** (the “Products”) attached hereto and made a part hereof.  Nothing contained herein shall grant anydegree or rights of exclusivity of manufacturing to the Processor.

(b)           Company may, from time to time,introduce new products which may be added to **ExhibitA** by providing Processor with thirty (30) days written notice;provided that Processor and Company agrees as to all needed

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specifications forthe new product(s), pricing and minimum volume requirements, if any.   Processor will not unreasonably deny Company’srequest to add new product(s).  Companymay also introduce product(s) that will be needed for seasonal purposes only,and Processor agrees to manufacture such seasonal product(s) in amountsdesignated by Company from time to time if doing so can be reasonablyaccomplished; provided that Processor and Company agree as to all neededspecifications for the seasonal product(s), pricing and minimum volumerequirements, if any.  Processor agreesto inform Company promptly in writing if for any reason it is not able tomanufacture new product(s) or seasonal product(s) in the amounts needed.  For purposes of this Agreement, the newproducts and seasonal products contemplated by this Section 1(b) shall beconsidered “Products”. Company may remove any Product from **Exhibit A**by providing Processor notice inwriting of the cancellation of the Product. Upon receipt of notice ofcancellation of a Product, Processor shall: (i) immediately stop    all production of the Product, (ii) take allreasonable steps to stop cost commitments related to the Product, and (iii) informCompany of the remaining inventory of finished product and related componentsit holds with respect to the  discontinued Product.  Uponreceipt of such information, the Company shall have   the option to (a) compensate Processor forall remaining finished or unfinished components of the cancelled Product in themanner outlined in Section 2(d) below; or (b) decide to reinstate such Productto **Exhibit A**.

**2.             TERM/TERMINATION.**

(a)           ThisAgreement shall commence upon the date first written above and shall continuefor a period of Five (5) years, unless earlier terminated pursuant to Section2(b).  Thereafter this Agreement shallautomatically renew for additional one-year periods unless either party givesat least one hundred and eighty (180) days notice prior to the end of the thencurrent Term of its intent not to renew.

(b)           The Processor and the Company shalleach have the right to immediately terminate this Agreement if (i) the otherparty is adjudged bankrupt, or makes a general assignment for the benefit ofcreditors, or if a receiver should be appointed because of its insolvency, or(ii) if the other party shall fail to perform or observe any of its materialobligations under this Agreement and does not correct such failure withinthirty (30) days after written notice from the non-defaulting party describingsuch failure (except to the extent other cure periods for specific material obligationsare included elsewhere in the Agreement, in which case those specific cureperiods will apply).

(c)           In the event of termination of thisAgreement, the Company shall purchase from the Processor, for an amount equalto the Processor’s out-of-pocket cost therefore, unique packaging inventory andRaw Ingredients (as defined below) then in the

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Processor’s possessionwhich were purchased by the Processor solely for the production of Company’sProducts hereunder, not to exceed 30 days supply unless agreed to inwriting.  The Company shall purchase anyfinished goods inventory of the Products that is in the Processor’s possessionon the effective date of termination. the total amount of finished goods shallin no event exceed a fourteen (14) day supply, calculated based on the averagemonthly demand over the previous twelve months, unless otherwise agreed to bythe parties in writing.  After notice oftermination, all future production and purchases of Raws shall be mutuallyagreed upon.  The Company’s and theProcessor’s remedies upon any termination hereunder shall not be to theexclusion of any other remedy available to the parties, at law or otherwise.

(d)           The Processor and the Company shalleach have the right to terminate this Agreement without cause by providing theother party at least one hundred and eighty (180) calendar days notice oftermination.  Such notice must beprovided in writing in the manner outlined below.

**3.             PRODUCTION AND FORECAST.**

Companyagrees that it or its designated distributors or purchasers for the Systemshall buy, and Processor agrees to sell, an amount not less than 12,500,000pounds of the Products during each of calendar years  2007, 2008 and 2009 (the “Term”).  Any amount of Product purchased by designateddistributors or purchasers shall count toward this minimum annual purchasecommitment.  In the event Company failsto meet its minimum annual volume commitment, Processor, as its sole remedy,may at its option, renegotiate with Company the Conversion Cost in good faithbased on market prices in the industry.

TheCompany shall provide to Processor a rolling twelve (12) month forecast ofspecific products requirements and anticipated quantities.  On a monthly basis, Processor and Companywill review the forecast and agree upon a monthly production quantity.   The review and mutually agreed upon monthlyproduction schedule will be influenced by current product movement,seasonality, and similar issues, and Processor agrees to follow Company’sinstruction regarding all current and future production needs.  The Processor will deliver within +/- fivepercent (5%) the quantity of products ordered within two (2) weeks of itsreceipt of production orders (placed on Wednesday before noon PST), but agreesto only deliver Product to distributors and/or purchasers specificallyauthorized by the Company, which may be modified from time to time by Company’sPurchasing and Distribution Department.

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**4.             DISCONTINUED AND OBSOLETE.**

In the event a Product isdiscontinued or becomes obsolete, the Processor and Company shall negotiate adisposition of the Product that will include any and all finished goods,proprietary raw materials and packaging.   The processor shall provide to the Company on a quarterly basis, alisting of slow-moving skus to be reviewed and dispositioned.

**5.             SALE PRICE AND TERMS**.

**(a)           Definitions.**

(i)            Conversion Cost —The price that Company or its designated distributor will pay Processor for allcompounding, filling, quality control, laboratory, warehousing, administrative,good manufacturingpractices compliance, profits and any other servicesnecessary to produce, prepare for shipment and invoice the Products.

(ii)           Raw ingredients —Common ingredients and items required by Processor to produce Products aslisted in **Exhibit B.**

(iii)          Manufacturing Costs— Processor’s actual unburdened costs of Raw Ingredients, and unique packagingused in the production of Products as manufactured and ready for shipment aslisted in **Exhibit C.**

(iv)          Per Unit Price — Thesum, determined on a Product-by-Product basis, of Conversion Cost,Manufacturing Costs and Price Rebates (outlined in Section 5(e) below), FOBProcessor’s Plant.

(v)           Distributor PurchasePrice — The dollar amount specified by Company which Processor will charge forProducts, which may differ from distributor to distributor. This Price shallinclude freight charges, prorated or otherwise, by mutual agreement betweenCompany and Processor.  DistributorPurchase Prices shall be outlined in **ExhibitA** and may be subject to adjustment not more frequently than once percalendar year.

(vi)          Price Rebate— anamount to be controlled by the Company to be added to the cost to designateddistributors for such designated by Company from time to time.

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**(b)**           **Price Adjustments. **Pricestandards for Raw Ingredients used in the Products (excluding packaging,freight, and storage) will be as initially set forth in **Exhibit B**. These price standards will beevaluated quarterly by the parties and adjusted if deemed necessary to meetactual market conditions.  At the end ofeach quarter, an average of actual purchase costs paid during the quarter willbe tallied against the standard.   Ifthere is a purchase price variance (PPV)(positive or negative) between theaverage of actual purchase costs paid during the quarter and the standard, thenupon mutual agreement, the variance will be carried forward each quarter to bereconciled at the end of each calendar year.

Storage, freight andpackaging costs will be adjusted by the Processor at the end of each calendar yearto a standard cost which is derived by using the forecasted anticipated cost ofeach such item paid by Processor for the item. The cost will be used for the next calendar year.

**(c)**           **Q****uarterly Reviews****. **Within thirty (30) days after the end of eachcalendar quarter during this Agreement, the representatives of the partiesshall meet to review the performance of the parties, and the Processor’sManufacturing Cost.

**(d)****           Initial ConversionCost****.**  TheParties hereto agree that the initial Conversion Cost for use in establishingProduct prices shall be as listed in **ExhibitA** for all satisfactory Products produced and deliveredhereunder.  If additional Products areadded to this Agreement, the Parties will mutually agree upon Conversion Costsapplicable to those added Products and include the Product in a revised **Exhibit A**.

Conversion Cost issubject to annualized adjustments based upon the National CPI to be reviewedeach December with an implementation on January 1 of the following year. Thiswill be a mutually agreed to adjustment.

**(e)**           **Price Rebates****.**  Unless instructed otherwise for a specificdistributor or purchaser in writing, at the end of each calendar quarter,Processor shall rebate to Company **[CONFIDENTIAL]**(1)for each pound of product sold byProcessor to Company or any approved distributor or purchasers of Companyduring the calendar quarter (the “Price Rebates”).

**(f)            Payment Terms.** Terms of payment shall be net 30, which terms shall apply as betweenProcessor and Company’s authorized distributors or purchasers.   Company does not warrant or guaranteepayment from the distributors or purchasers.

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(1)           Confidential treatment has been requested for the redactedportion.  The confidential, redactedportions have been filed separately with the SEC.

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**(g)**           **International Handling Charge and Terms****.**  AllProduct orders that are intended for shipment to authorized distributors orpurchasers based outside of the United States shall be governed by theprovisions set forth in **Exhibit E. **Processor shall be entitled toinclude a special international handling charge in accordance with the attachedprovisions.

**6.             INVOICING.**

Processor shall issue an invoice to the designateddistributor or authorized purchaser in the form and manner reasonably agreedupon by the parties.   Processorunderstands that Company shall not issue invoices and shall not be liable forany errors made in submitting invoices to designated distributors or authorizedpurchasers.  Processor shall be solelyliable for collections of amounts due, although Company should be informed ofconcerns with collections.  If any amountcollected from a designated distributor or authorized purchaser is equal toless than the full amount due then such amount shall be allocated pro ratebetween the Processor and Company, ensuring Company is given Price Rebates onthe collected portion.

**7.             QUALITY ASSURANCE.**

**(a)           Quality Standards.**  Processor shall manufacture the Productsstrictly in accordance with the standards, procedures, specifications,formulations and recipes from time to time established and provided toProcessor by the Company, and shall handle and store all raw materials and allfinished Products in accordance with the quality controls established byProcessor and agreed to by the Company.

**(b)           Inspection.**  The Processor agrees to make the Plant andits processing facilities available for inspection by the Company and itsauthorized representatives upon the Company’s reasonable request during normalbusiness hours.   Further, Processorshall maintain appropriate books and records regarding manufacturing of theProducts and collections of accounts hereunder and shall make such books andrecords available to the Company and its authorized representatives forinspection and copying upon reasonable notice. Processor shall maintain such books and records for not less than oneyear following termination of this Agreement and the Company’s inspection rightshall continue during this time.  AllConfidential Information (defined below) of Processor acquired by or disclosedto any employee or agent of the Company during any such inspection shall beregarded as confidential pursuant to Section 13 of this Agreement.    The Company shall have the right, but notthe obligation, to inform Processor of any quality issues it discovers duringinspection.  Processor’s failure to curewithin 5 business days of Processor’s discovery for non-life threatening and 1day of discovery for life threatening quality issues will be grounds forimmediate termination of this Agreement, whether such discovery was made as aresult of Company’s inspection or otherwise.

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**(c)           Compliance with Regulations.**  Processor agrees that the Products will bemanufactured, packaged and labeled in compliance with, and will not beadulterated or misbranded within the meaning of, the Federal Food, Drug andCosmetic Act of 1938, or any other federal, state, foreign or local laws orregulations applicable thereto, will not constitute an article that may not beintroduced into interstate commerce and will be manufactured in substantialcompliance with all applicable federal, state, foreign or local laws andregulations applicable thereto.  UnlessCompany otherwise agrees in writing, Processor will destroy all inventoriesthat are not in conformity with Food and Drug Administration rules andregulations or any applicable federal, state, foreign and local laws.  Processor agrees to notify Company promptlyof any regulatory action of which Processor has knowledge that is taken inrelation to it by any federal, state, foreign, county or municipal authorityand that relates to or affects the manufacture, storage, distribution or saleof the Products.  Without limiting theforegoing, Processor shall obtain all licenses and certifications necessary tolawfully produce the Products, including any necessary certifications underapplicable bioterrorism laws, and shall deliver copies of such licenses andcertifications to Company or designated distributors upon request.

**(d)           Product Recall and Withdrawal.**  Either Party shall immediately advise andconsult with the other as to any Product recall or withdrawal considerations;provided that Company shall have the absolute right to recall or withdraw anyProduct if it determines in its sole discretion that (i) such Product may becontaminated, (ii) the use and/or distribution of such Product may pose animmediate threat to Company’s customers or (iii) such Product otherwise failsto conform to the quality standards set by Company and provided toProcessor.  Company shall bear the costof any recall or withdrawal; provided, however, that Processor shall bear thecost of any recall or withdrawal that results directly from or is required as aresult of Processor’s manufacture of the Products or procurement of rawmaterials used in the manufacture of the Products other than in strictcompliance with this Agreement.

**(e)           Handling.**  The Products will be handled in accordancewith all Good

Manufacturing Practices for human foods as specifiedin Title 21 of the Code of Federal Regulations of the United States of America.

**8.             CODE DATING AND LABELINFORMATION**.

Codingand label information shall appear on each case using  in accordance with **Exhibit D**.

 

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**9.             CONTAINER AND PACKAGING; QUALITYAND PURITY STANDARDS/WARRANTY**.

Withoutlimiting any other quality requirements set forth herein, the Processor shallperform its obligations hereunder in accordance with the best practices of theindustry.  The Processor guarantees thatit will comply with the practices and policies set forth in CFR21.

Productpackaging and/or containers shall be suitable for distribution to Company’sSystem via motor cargo and shall serve to assure product quality and puritythroughout the distribution process.   Inthe event of failure of the containers to provide adequate Product protectionand Product purity or quality is compromised not due to mishandling during thedistribution process, Processor shall provide credit for Products socompromised.   Processor shall establisha documented process that the Company can disclose to the individual businesseswithin its System defining container faults subject to this warranty andmethodology for submission of claims.

**10.         ****INSURANCE AND INDEMNIFICATION****.**

**(a)           Company Indemnification.**  Company hereby indemnifies Processor, itsparent entities and subsidiaries, and each of their officers, employees,directors, shareholders, authorized agents, successors and assigns (“ProcessorIndemnified Parties”) and forever holds the Processor Indemnified Partiesharmless from and against all claims, suits, actions, proceedings, damages,losses or liabilities, costs or expenses (including reasonable attorneys’ feesand expenses) arising out of, based upon, or in connection with (i) any breachof any of Company’s covenants in this Agreement or (ii) any claim that the useby Processor of the Names and Marks as provided in this Agreement infringesupon any third party trademark, service mark, or trade name.

**(b)           Processor Indemnification.**  Processor hereby indemnifies Company, itsparent entities and subsidiaries, and each of their officers, employees,directors, shareholders, authorized agents, successors and assigns (“CompanyIndemnified Parties” and forever holds the Company Indemnified Parties harmlessfrom and against all claims, suits, actions, proceedings, damages, losses orliabilities, costs or expenses (including reasonable attorneys’ fees andexpenses) arising out of, based upon, or in connection with, unless it is atthe direction of Company (i) any breach of any of Processor’s covenants in thisAgreement, (ii) any alleged defects in the manufacture or processing ofProducts; or (iii) any service, act, error, omission, negligence or fraud ofProcessor relating to the performance of Processor hereunder, including withoutlimitation, obligations to its employees or other third parties arising inconnection with the activities contemplated under this Agreement, and anyinjuries or damages to purchasers, users, or consumers of Products arising fromdefects in the

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procurement of rawmaterials hereunder, and the manufacturing, processing or packaging ofProducts.  The foregoing indemnity willnot be limited in any manner whatsoever by any required or other insurancecoverage maintained by Processor.

**(c)           Conditions of Indemnification.**  As a condition of indemnification under thisSection, the party seeking indemnification shall give the other party (forpurposes of this Section called the “Indemnifying Party”) immediate notice ofand copies of all pleadings and correspondence related to the assertion of anysuch claim, proceeding, action, or suit and agrees not to settle, compromise,or otherwise dispose of any such claim, proceeding, action or suit without theprior written consent of the Indemnifying Party.  The Indemnifying Party shall hold theIndemnified Party harmless and shall assume the defense or settlement of anysuch claim, proceeding, action, or suit at its expense. The Party seekingindemnity shall reasonably cooperate with the Indemnifying Party in defense ofthe action at its own expense.

**(d)           Insurance. **At all times during theterm of this Agreement, Processor shall maintain appropriate insurance atcommercially reasonable levels of coverage to cover all of its obligationsunder this Agreement, including, without limitation, general liabilityinsurance and malicious product tampering, product liability, and productrecall insurance with respect to the manufacture and sale of the Products, ineach case with minimum coverage of $5,000,000 per occurrence.  All such insurance shall be issued by aninsurance carrier or carriers rated A or better by the industry and shall namethe Company as an additional insured on a primary non-contributory basis.  Processor shall submit to the Companyannually a copy of a certificate of insurance evidencing this coverage and shallgive Company at least 30 days prior written notice of any material modificationor termination of the coverage.

**11.          COMPANY NAMES AND MARKS.**

Whenever Processoruses the Company’s proprietary names, trademarks and service marks attachedhereto as **Exhibit E** (“Names andMarks”), Processor shall affix the appropriate trademark notice and agrees touse the registration symbol of “R” in connection with its use of the Names andMarks, or “TM” where the mark has not been registered federally, and in eachinstance where appropriate accompanied by the words “Reg. TM of The Mrs. Fields’Brand, Inc.” or a reasonable facsimile thereof or such other reference as maybe designated by Company from time to time. Where Names and Marks are used more than once on packaging, in copy oron the Products, the “R” or “TM” designation need only be used once either onthe most prominent use of the Licensed Name and Mark, or if all uses are ofequal prominence, then on the first use of the Names and Marks in or on eachpackage, copy, or Product.  Processorshall use the Names and Marks only as trademarks, service marks, or trade namesand shall affix the notice as specified. Processor shall not have the right, unless previously agreed in

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writing by Company, touse other trademarks, service marks, or trade names on packaging, copy or onthe Products.  Company shall have theright to own and register any such other trademark, service mark, or trade namewhich is registerable, and Processor shall cooperate with Company by providingpackaging, labeling, and documentation as may be required to obtain andmaintain such registration.

(**a)           Restrictions onUse.**  Unless Companyconsents in writing, which consent shall not be unreasonably withheld,Processor shall use the Names and Marks (i) for the purposes of and pursuant tothis Agreement; or (ii) only in a manner consistent with the scope of therelevant registration of the Names and Marks or applications therefore; or(iii) only in the manner permitted and prescribed by Company as set forth herein;or (iv) only with respect to Products; or (v) only to label and sell Productsto designated distributors.

**(b)           Recognition of Goodwill.**  Processor recognizes the value of thegoodwill associated with the Names and Marks and acknowledges that the Namesand Marks and all rights therein and goodwill pertaining thereto belongexclusively to Company.

**(c)           Validity of Other Agreements.**  Processor agrees that it will not, during theterm of this Agreement or thereafter, attacks the title or any rights of Companyin and to the Names and Marks, or any other license agreement or franchiseagreement involving the Names and Marks to which Company is a party.

**(d)           Validity of Licensed Names and Marks.**  Processor agrees that it will not intentionallydestroy, impair or in any way impede the effect and validity of the Names andMarks.

**(e)           Infringement.**  Processor agrees to assist Company, atCompany’s cost and expense, to the extent necessary in the procurement of anyprotection or to protect any of Company’s rights to the Names and Marks.

**12.          NOTICE.**

Allnotices, requests, demands, and other communications hereunder by which eitherparty is to be legally bound shall be in writing and shall be given (i) byFederal Express (or other established express delivery service which maintainsdelivery records), (ii) by hand delivery, (iii) or by facsimile transmission,to the parties at addresses set forth below or at such other address given bylike notice.  Notices shall be deemedeffective upon receipt.

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| If to the Processor: | Countryside Baking, Inc.       |
|----------------------|--------------------------------|
|                 | 1722 Kettering                 |
|                 | Irvine, CA 92614               |
|                 | 949-851-9654                   |
|                 |                           |
| If to the Company:   |                           |
|                 |                           |
|                 | Mrs. Fields Franchising, LLC   |
|                 | 2855 East Cottonwood Parkway   |
|                 | Suite 400                      |
|                 | Salt Lake City, Utah 84121     |
|                 | Attn: Director of Purchasing   |
|                 | With copy to: Legal Department |

** **

**13.          CONFIDENTIALITYAGREEMENT.**

TheParties agree that they will not disclose any Confidential Information which each has received aboutthe other Parties by virtue of their relationship under this Agreement to any personother than to their employees or agents and then only on a “need to know” basisto fulfill the terms of this Agreement, nor will the Parties use anyConfidential Information which is received by virtue of the relationship underthis Agreement for their own benefit or for the benefit of any third partywithout the prior written consent of the disclosing party except asspecifically provided for herein.  TheParties will ensure that all of its representatives who obtain access toConfidential Information are informed of the confidential nature of theinformation which they receive and that they are bound by the obligation tomaintain its confidentiality in accordance with all the terms hereof.  “Confidential Information” shall mean allinformation with respect to the business of each of the Parties, including butnot limited to the marketing, sales, formulations (including yogurtformulations), specifications, methods of manufacture, distribution,franchising, names of agents and franchisees, inventions, equipment, know-how,pricing and purchasing of the Parties which is considered confidential by thedisclosing Party and which is received by virtue of the Relationship created bythis Agreement.  The parties agree thatirreparable harm will result ifthis provision is breached and monetary damages will not make the aggrievedparty whole, and jointly agree that a court ordered injunction or restrainingorder would be appropriate to stop the misuse of any Confidential Informationby the breaching party.  This provisionshall survive any termination or expiration of this Agreement.   Confidential Information shall not includeany information that was (i) was in the possession of the receiving Party atthe time of such disclosure by the

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disclosing Party, (ii) becomes available to the receiving Party on anon-confidential basis from a source other than the disclosing Party, providedthat such source is not bound by a confidentiality agreement with thedisclosing Party; or (iii) was already known to the general public orsubsequently became known to the general public through no fault or omission onthe part of the receiving Party or (iv) was independently developed by thereceiving Party employees without use of the Confidential Information.

**14.         ****NON-COMPETITION AGREEMENT****.**

Processor agrees not to undertake any manufacture ofother products for other parties which shall diminish or preclude their abilityto perform the obligations that they have agreed to herein.

**15.          FORCE MAJEURE.**

Neither Company nor Processor shall be liable for loss ordamage or deemed to be in breach of this Agreement if their failure to performobligations results from: (i) compliance with any law, regulation, requirementor instruction of any federal, state, municipal or foreign government or anydepartment or agency thereof; (ii) acts of God; (iii) fires, strikes,embargoes, war or riot; or (iv) any other similar event or cause beyond thereasonable control of the other Party. Any delay resulting from any of said causes shall extend performance accordinglyor excuse performance, in whole or in part, as may be reasonable, except thatsaid causes shall not excuse payments of amounts owed at the time of suchoccurrence.   Should such Force Majeureextend beyond 90 days, the other party may terminate the Agreement by providingwritten notice to the other party in accordance with Section 2 (c).

**16.          MISCELLANEOUS**.

(a)           It is agreed that neither party hasmade or is making any representations or warranties, express or implied, notexplicitly set forth in this Agreement, the exhibits and the attached lettershereto, that this Agreement and its exhibits and attachments represent theentire Agreement between the parties hereto and it cancels and supersedes allearlier agreements, written or oral, and that no waiver, modification, orchange of any of the terms of this Agreement shall be valid unless set forth inwriting signed by both parties.

(b)           If any condition, term, or covenantof this Agreement shall at any time be held to be void, invalid, or unenforceable,such condition, covenant, or term shall be construed as severable and shallattach only to such condition, covenant or term and shall not in any way affector render void, invalid, or unenforceable any other condition, covenant, orterm of this Agreement, and this Agreement shall be carried out

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as if such void,invalid, or unenforceable term were not embodied herein.

(c)           This Agreement shall inure to thebenefit of the parties and their successors, and assigns (provided theassignment does not violate the terms hereof and the assignment is made withthe consent of the other party, which consent will be at the sole discretion ofthe other party, and shall be binding upon the parties, their successors, andassigns.

(d)           This Agreement shall be governed by theinternal laws of the State of Utah, without regard to conflicts of lawprinciples.  In any dispute, bothProcessor and Company waive all rights to trial by jury.

INWITNESS WHEREOF, the parties have caused this Agreement to be executed as ofthe day and year first above written.
| **COUNTRYSIDE BAKING, INC.**     | **MRS. FIELDS FRANCHISING, LLC**  |
|----------------------------------|-----------------------------------|
|                             |                              |
| By:   /s/ Kent  Hayden | By:   /s/  Michael Ward |
|                             |                              |
| Title: Chief Operating Officer   | Title: EVP, Chief Legal Officer   |

 

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**Exhibit  Listing**

Exhibit A —Products and Price List

Exhibit B —Commodity Item List

Exhibit C —Packaging Costs

Exhibit D — Label

Exhibit  E — Names and Marks

Exhibit F —International Procedures

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Exhibit A

Master Price List

[ConfidentialTreatment has been requested for this Exhibit. The confidential redacted portions have been filed separately with theSEC]

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Exhibit B

Commodity Item List

[ConfidentialTreatment has been requested for this Exhibit. The confidential redacted portions have been filed separately with theSEC]

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Exhibit C

Packaging Costs

[ConfidentialTreatment has been requested for this Exhibit. The confidential redacted portions have been filed separately with theSEC]

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Exhibit D

Facsimile of Label

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Exhibit  E

Names and Marks

MRS. FIELDS®

MRS. FIELDSCOOKIES®

DEBRA’S SPECIAL®

NIBBLERS®

COCOMAC®

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Exhibit F

InternationalProcedures

[ConfidentialTreatment has been requested for this Exhibit. The confidential redacted portions have been filed separately with theSEC]

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