**EXHIBIT 10.64**

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**MARKETINGALLOWANCE AGREEMENT**

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**THIS MARKETING ALLOWANCE AGREEMENT** (the“Agreement”) is entered into effective as of December 24, 2004, by and betweenMRS. FIELDS FRANCHISING, LLC, a Delaware limited liability corporation (“MFF”),and SHADEWELL GROVE IP, LLC (“Shadewell”). MFF and Shadewell sometimes are referred to in this Agreementindividually, as a “Party” and collectively, as the “Parties.”

**RECITALS**

# **WHEREAS**,MFF and Shadewell are parties to several trademark license agreements includingthe license agreement of January 3, 2000 to develop, manufacture and sellshelf-stable cookies, the license agreement of February 21, 2001 to distributeand sell ready-to-eat pre-baked cookie product through other distributionchannels, the license agreement of March 31, 2003 to package, distribute,market and sell chocolate chips, and other similar licensing agreement nowbeing negotiated or recently executed regarding shelf-stable brownies andtoppings (such license agreement, the “Brownie License”, and collectively withthe other license agreements set forth in this paragraph, the “LicenseAgreements”) that allow Shadewell to develop, produce and sell various productsunder the marks and trade names held by MFF or its affiliated entities(“Licensed Marks”) in exchange for the payment of royalties (these products aremore precisely defined under each of the License Agreements as “Royalty BearingProduct(s)”);

# **WHEREAS**,MFF desires to grant Shadewell certain one-time marketing allowances to becredited against royalty payments that would otherwise be made by Shadewell toMFF, which allowances shall be given under the terms and conditions set outherein (“Marketing Allowance”) to assist Shadewell to have additional marketingfunding to further establish and promote the Royalty Bearing Products and MFFbrand in the market; and

# **WHEREAS**,Shadewell is willing to accept the Marketing Allowances to promote the RoyaltyBearing Products and the MFF brand, and is willing to agree to the terms andconditions proposed by MFF to receive those Marketing Allowances;

**AGREEMENT**

**NOW, THEREFORE**, in consideration of theforegoing recitals and the mutual promises and covenants set forth herein, theParties hereby agree as follows:

 

                1.             General Provisions and Terms.  All terms not otherwise defined in theAgreement shall have the meanings given similar terms in the License Agreementsand Sections 15, 21 and 22 of the Brownie License shall be incorporated herein.

 

2.             First Marketing Allowance.  MFF hereby grants Shadewell an initial MarketingAllowance for the 2006 fiscal year of One Hundred Twenty-Five Thousand U.S.dollars ($125,000.00 USD) to promote the Royalty Bearing Products and MFF 

 

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brand on the terms set forth herein.  This Marketing Allowance will be creditedagainst the first royalty monies due to MFF from Shadewell during the 2006fiscal year, beginning with the first quarter, which rebate will continue to begranted until the time the full amount outlined herein is realized byShadewell.  Shadewell hereby agrees touse the Marketing Allowance in the manner and for the purposes as set out inSection 5 below.

 

3.             Second Marketing Allowance.  MFF hereby grants Shadewell an additionalMarketing Allowance for the 2007 fiscal year of Two Hundred Thousand U.S.dollars ($200,000.00 USD) to promote the Royalty Bearing Products and MFF brandon the terms set forth herein.  ThisMarketing Allowance will be credited against the first royalty monies due toMFF from Shadewell during the 2007 fiscal year, beginning with the firstquarter, which rebate will continue to be granted until the time the fullamount outlined herein is realized by Shadewell.    Shadewell hereby agrees to use theMarketing Allowance in the manner and for the purposes as set out in Section 5below.

 

4.             Royalty Waiver Marketing Allowance.  MFF hereby grants Shadewell an additionalMarketing Allowance, which shall be effective only during the Royalty Waiverperiod (as defined in Section 5(b) of the Brownie License), to promote theRoyalty Bearing Products and MFF brand on the terms set forth herein.  The amount of this additional MarketingAllowance shall be equal to the amount of the Royalty Waiver.  At the conclusion of the Royalty WaiverPeriod, Shadewell must demonstrate and provide evidence that the MarketingAllowance set forth in this Section 4 has been used in the manner and for thepurposes as set out in Section 5  belowduring such Royalty Waiver Period.  IfMFF’s review shall indicate that Shadewell has not spent or committed to spendan amount at least equal to the Marketing Allowance on Promotional Activities,MFF shall send Shadewell an invoice in the amount of the discrepancy, andShadewell shall remit the same to MFF within 30 business days of receipt or, atShadewell’s option, shall propose additional Promotional Activities acceptableto MFF and complete the same within 45 days to expend the remainder of theMarketing Allowance.

 

5.             Approved Marketing Allowance Uses.  Shadewell shall use the Marketing Allowancefor advertising and promotional activities designed by Shadewell in itsreasonable discretion to promote the Licensed Marks and market the RoyaltyBearing Products (the “Promotional Activities”) within any DesignatedDistribution Channel during the calendar year the Marketing Allowance isgranted.   The Promotional Activities mayinclude, without limitation, Shadewell’s slotting fees and similarmerchandising expenses related to the Royalty Bearing Products, discounts andfees arising from sale of the Royalty Bearing Products to the trade, andproduction and distribution of marketing, promotional and point of salematerials.  Shadewell’s use of theLicensed Marks in any Promotional Activities must comply with provisions in theLicense Agreements related to use of such Marks, including any approval orconsent rights that Mrs. Fields may have thereunder.

 

6.             Accounting Issues.  No later than 45 days following the end ofMFF’s fiscal year in which a Marketing Allowance has been granted, Shadewellshall provide 

 

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MFF with an accounting of the MarketingAllowance in form and content reasonably satisfactory to MFF, including abreakdown indicating a brief description of the types of PromotionalActivities, the payees, and the amounts of Marketing Allowance expendituresrelated to each Activity.  If required byMFF auditors or internal accounting department in connection with any audit ofany Mrs. Fields entity****within 45days following its receipt of the accounting, MFF shall have the right, uponreasonable notice to Shadewell and during regular business hours, to reviewShadewell’s records concerning the Marketing Allowance and PromotionalActivities.  If in MFF’s review it isdetermined that Shadewell has not spent an amount at least equal to theMarketing Allowance on Promotional Activities during the given year or period,or that Shadewell’s records do not provide adequate support that Shadewell hasmet its obligations under this paragraph, MFF shall send Shadewell an invoicein the amount of the discrepancy, and Shadewell shall remit the same to MFFwithin 30 business days of receipt, or, at Shadewell’s option, shall proposeadditional Promotional Activities acceptable to MFF and complete the samewithin 45 days to expend the remainder of the Marketing Allowance.

 

## 7.             Counterparts.  This Agreement may be signed in counterparts,which shall be considered one original.

## 8.             Integration.  This Agreement and the trademark licenseagreements referred to in the Recitals above sets forth the entire agreementand understanding between and among the Parties hereto with respect to thesubject matter hereof and supercedes all prior written and oral agreements,term sheets, negotiations and understandings; shall be binding upon thesuccessors, assigns, heirs, and personal representatives of the parties, andmay not be rescinded, cancelled, terminated, supplemented, amended, or modifiedin any manner whatsoever without the prior written consent of all parties.

Executed as of the datefirst set forth above.

 
|   | MRS.  FIELDS FRANCHISING, LLC. |
|--------|--------------------------------|
|   |                           |   |   |   |
|   | By:                            |   | /s/  Michael Ward |   |
|   | Name:                          |   | Michael  Ward |   |
|   | Its:                           |   | Executive  Vice President, General Counsel |   |
|   |                           |   |   |   |
|   | SHADEWELL  GROVE IP, LLC.      |   |
|   |                           |   |   |   |
|   | By:                            |   | /s/  Tim Bruer |   |
|   | Name:                          |   | Tim  Bruer |   |
|   | Its:                           |   | President |   |

 

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