UFOC

Sample UFOC

RECEIVED

MAR 2)2006

Department of Corporations Los Anqeles GREAT AMERICAN COOKIE COMPANY FRANCHISING, LLC ^y ^s

EFFECTIVE DATE: SEE EXHIBIT A

INFORMATION FOR PROSPECTIVE FRANCHISEES REQUIRED BY FEDERAL TRADE COMMISSION

********

TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS INFORMATION. WE HAVEN'T CHECKED IT_r AND DON'T KNOW TF IT'S CORRECT. IT SHOULD HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME INFORMATION ABOUT YOUR CONTRACT, DON'T RELY ON IT ALONE TO UNDERSTAND YOUR CONTRACT. READ ALL OF YOUR CONTRACT CAREFULLY. BUYING A FRANCHISE IS A COMPLICATED INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT. IF YOU FIND ANYTHING YOU THINK MAY BE WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.

THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR STATE AGENCIES ABOUT THEM.

FEDERAL TRADE COMMISSION WASHINGTON, D.C. 20580

GACCF UFOC - 3/<05>[M]

_RECEWED

A Delaware limited liability company

2855 East Cottonwood Parkway

Suite 400

Salt Lake City, Utah 84121

(801)736-5600

www.greatamericancookies.com

The franchise offered for the operation of a Cookie System Facility, which sells cookies, brownies and beverages.

The initial franchise fee for a Cookie System Facility is $30,000, although it may be less if you purchase an existing or additional Cookie System Facility as noted in Item 5. The estimated fees and amounts payable to us or our affiliates before your Cookie System Facility opens, including the initial franchise fee or transfer fee, initial inventory of Cookie Ingredients and other amounts described in Items 5 and 7, but excluding real estate and lease costs and any franchise fees payable to our affiliates for any co-brand you may develop at your Cookie System Facility, range from $34,500 to $39,500 if you are developing a new Cookie System Facility, and $12,500 to $808,000, if you purchase the assets of an existing Cookie System Facility. The estimated initial investment required for a Cookie System Facility, including the initial franchise fee or transfer fee, is from <444^QQ>[1 64.5001 to $<2??_TQQfl>[282.500] if you are developing a newr in-line Cookie System Facility. $164.500 to $255.000 if von are developing a new modular, prefabricated haking kinskl Cookie System Facility, and $29,000 to $857,500, if you purchase the assets of an existing Cookie System Facility. These sums do not include real estate lease costs or any franchise fees payable to our affiliates for any co-brand you develop at your Cookie System Facility. There is no initial franchise fee if we allow you to operate a Non-Baking Facility <in-~~oonnootion~~ >with one of your existing Cookie System Facilities. The estimated fees and amounts payable to us or our affiliates before your Non-Baking Facility opens range from $3,500 to $50,400, and the estimated initial investment required for a Non-Baking Facility ranges from $4,000 to $53,100. These sums are not your total investment in your franchise. For a detailed explanation of your total investment, you should consult Items 5 through 7 of this Offering Circular.

Risk Factors:

1. THE FRANCHISE AGREEMENT PERMITS YOU TO SUE US ONLY IN UTAH, UNLESS SUPERCEDED BY CERTAIN STATE LAWS (INCLUDING FRANCHISE STATUTES OR LANDLORD-TENANT EVICTION LAWS). YOU SHOULD REVIEW ANY ADDENDA OR RIDERS ATTACHED TO THIS OFFERING CIRCULAR FOR DETAILS. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO SUE US IN UTAH THAN IN YOUR HOME STATE.

2. THE FRANCHISE AGREEMENT STATES THAT UTAH LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTION AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. SOME STATE FRANCHISE LAWS PROVIDE THAT CHOICE OF LAW PROVISIONS ARE VOID OR SUPERSEDED. YOU MAY WANT TO INVESTIGATE WHETHER YOU ARE PROTECTED BY A STATE FRANCHISE LAW. YOU SHOULD REVIEW ANY ADDENDA OR RIDERS ATTACHED TO THIS OFFERING CIRCULAR FOR DISCLOSURES REGARDING STATE FRANCHISE LAWS.

3. THE FINANCIAL STATEMENTS PROVIDED AT EXHIBIT H TO THIS OFFERING CIRCULAR ARE THOSE OF OUR PARENT, MRS. FIELDS FAMOUS BRANDS, LLC ("MFFB"). AS EXPLAINED IN NOTE 1 TO THE FINANCIAL STATEMENTS, THE FINANCIAL STATEMENTS ARE PRESENTED IN A "CARVE-OUT" FORMAT THAT ASSUMES THAT MFFB HAD EXISTED AS A SEPARATE LEGAL ENTITY FOR ALL PERIODS PRESENTED, AND MAY NOT PROVIDE A COMPLETE PRESENTATION OF THE FINANCIAL POSITION OF MFFB HAD IT OPERATED AS AN INDEPENDENT, STAND-ALONE ENTITY FOR ALL PERIODS PRESENTED. ALTHOUGH OUR FINANCIAL STATEMENTS ARE NOT INCLUDED IN THIS OFFERING CIRCULAR, MFFB HAS PROVIDED A GUARANTEE OF PERFORMANCE OF OUR OBLIGATIONS. PER THE AUDITED BALANCE SHEET DATED <~~JANUARY l.~~>fDECKMBER31.1 2005, MFFB HAD A NET WORTH DEFICIENCY OF $<~~13.50l.000>~~I8l.762.u00.1

GACCF UFOC - 3/<0S>[Ml

4. THE FRANCHISEE WILL NOT BE GRANTED ANY EXCLUSIVE TERRITORY.

5. FRANCHISES ARE GRANTED FOR A SPECIFIC LOCATION AND ARE NOT

EXCLUSIVE. THE FRANCHISOR RETAINS THE RIGHT TO SELL AND GRANT OTHERS THE RIGHT TO SELL PRODUCTS AND SERVICES AND RETAINS THE RIGHT TO OWN, OPERATE AND GRANT OTHERS THE RIGHT TO OWN OR OPERATE STORES OR OTHER BAKED GOOD OR SNACK FOOD BUSINESSES UNDER THE TRADEMARKS AND SERVICE MARKS ON ANY TERMS AND CONDITIONS AND AT ANY LOCATIONS WHICH IT DEEMS APPROPRIATE. THESE ACTIVITIES MAY COMPETE WITH YOU.

6. BY ENTERING INTO THE FRANCHISE AGREEMENT, YOU AGREE TO BE HELD

RESPONSIBLE AND MAY BE HELD IN BREACH OF THE FRANCHISE AGREEMENT FOR ACTS OR FAILURES TO ACT OF THIRD PARTIES OVER WHOM YOU EXERCISE NO LEGAL CONTROL.

7. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information comparing franchisors is available. Call the state administrators listed in Exhibit A or your public library for sources of information.

Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you learn that anything in the Offering Circular is untrue, contact the Federal Trade Commission and the appropriate state authority listed in Exhibit A.

Effective Date: See Exhibit A

GACCF UFOC - 3/<9§>rfl61

NOTICE REQUIRED

THE STATE OF MICHIGAN

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.

Each of the following provisions is void and unenforceable if contained in any documents relating to a franchise:

a. A prohibition on the right of a franchisee to join an association of franchisees.

b. A requirement that a franchisee assent to a release, assignment, novation, waiver, or estoppel which deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee, after entering into a franchise agreement, from settling any and all claims.

c. A provision that permits a franchisor to terminate a franchise prior to the expiration of its term except for good cause. Good cause shall include the failure of the franchisee to comply with any lawful provision of the franchise agreement and to cure such failure after being given written notice thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.

d. A provision that permits a franchisor to refuse to renew a franchise without fairly compensating the franchisee by repurchase or other means for the fair market value at the time of expiration of the franchisee's inventory, supplies, equipment, fixtures, and furnishings. Personalized materials which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation. This subsection applies only if: (i) The term of the franchise is less than 5 years and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the same business under another trademark, service mark, trade name, logotype, advertising, or other commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does not receive at least 6 months advance notice of franchisor's intent not to renew the franchise.

e. A provision that permits the franchisor to refuse to renew a franchise on terms generally available to other franchisees of the same class or type under similar circumstances. This section does not require a renewal provision.

f. A provision requiring that arbitration or litigation be conducted outside this state. This shall not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct arbitration at a location outside this state.

g. A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision does not prevent a franchisor from exercising a right of first refusal to purchase the franchise. Good cause shall include, but is not limited to:

(1) The failure of the proposed transferee to meet the franchisor's then current reasonable qualifications or standards.

GACCF-3/<Q5>rfl61 THE MICHIGAN NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF MICHIGAN OR LOCATE THEIR FRANCHISES IN MICHIGAN.

(2) The fact that the proposed transferee is a competitor of the franchisor or sub franchisor.

(3) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.

(4) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.

h. A provision that requires the franchisee to resell to the franchisor items that are not

uniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c).

i. A provision which permits the franchisor to directly or indirectly convey, assign, or

otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services.

If the franchisor's most recent financial statements are unaudited and show a net worth of less than $100,000.00, the franchisee may request the franchisor to arrange for the escrow of initial investment and other funds paid by the franchisee until the obligations, if any, of the franchisor to provide real estate, improvements, equipment, inventory, training or other items included in the franchise offering are fulfilled. At the option of the franchisor, a surety bond may be provided in place of escrow.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENFORCEMENT BY THE ATTORNEY GENERAL.

Any questions regarding this notice should be directed to:

State of Michigan

Consumer Protection Division

Attn: Franchise

670 Williams Building, P.O. Box 30213

Lansing, Michigan 48913

Telephone Number: (517)373-3800

GACCF-3/<05>[M] THE MICHIGAN NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF

MICHIGAN OR LOCATE THEIR FRANCHISES IN MICHIGAN.

Iteml THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

Description of the Franchisor and its Affiliates.

"We," "us" or "our" means Great American Cookie Company Franchising, LLC, the franchisor; "MFFB" means our parent, Mrs. Fields Famous Brands, LLC; "GAM" means Great American Manufacturing, LLC; "GACC" means Great American Cookie Company, Inc.; "MFOC" means Mrs. Fields' Original Cookies, Inc.; "MFHC" means Mrs. Fields Holding Company, Inc.; "MFCI" means Mrs. Fields' Companies, Inc.; "MFF" means Mrs. Fields Franchising, LLC; "New MFBI" means The Mrs. Fields' Brand, Inc.; "MFC-Canada" means Mrs. Fields Cookies (Canada) Ltd.; "MFC-Australia" means Mrs. Fields Cookies Australia; "PTF" means Pretzel Time Franchising, LLC; "PTI" means Pretzel Time, Inc.; "PMF" means Pretzelmaker Franchising, LLC; "PMI" means Pretzelmaker, Inc.; "Pretzelmaker-Canada" means Pretzelmaker-Canada, Inc.; "TCBY" means TCBY Systems, LLC; "TCBY Enterprises" means TCBY Enterprises, LLC; and "Juice Works" means Juice Works Development, Inc. "You" means the person who buys a franchise from us. If you are a corporation, partnership or other entity, your owners must sign our "Guaranty," which means that all of the provisions of our Franchise Agreement (Exhibit B) also will apply to your owners. (See Item 15.)

We and GAM are both Delaware limited liability companies organized on February 4, 2004. We and GAM are both wholly-owned subsidiaries of MFFB, a Delaware limited liability company organized on February 4, 2004, which is a wholly-owned subsidiary of MFOC, a Delaware corporation incorporated in February 1996. MFOC is a wholly-owned subsidiary of MFHC, a Delaware corporation incorporated in July 1996, which is a wholly-owned subsidiary of MFCI, a Delaware corporation incorporated in August 2001 under its former name, Mrs. Fields Famous Brands, Inc. We do business under our corporate name (or variations of that name) and the trademarks, service marks and commercial symbols described in Item 13 (the "Marks"). Our affiliates do business under the names Great American Cookie Company Stores, Mrs. Fields Cookie Stores, Mrs. Fields Bakery Cafes, Original Cookie Company Stores, Pretzel Time Stores, Pretzelmaker Stores, Hot Sam Pretzel and Bakery Storesf. TCBY Stores.1 and <TCB>[Yovana1 Stores (or variations of those names). Our principal business address is 2855 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, and our telephone number is 801-736-5600. The principal business address and telephone number of GAM, GACC, MFCI, MFHCI, MFOC, MFFB, MFF, New MFBI, MFC-Canada, MFC-Australia, PTF, PTI, PMF, PMI, Pretzelmaker-Canada, TCBY, TCBY Enterprises and Juice Works are the same as ours. If we have an agent in your state for service of process, we disclose that agent in Exhibit A.

We and GAM acquired a substantial portion of our assets from GACC.

In keeping with a business strategy of separating franchise activities from company store operations, on March 16, 2004 GACC and a number of our affiliates contributed their franchising activities to MFFB and, ultimately, to newly formed subsidiaries of MFFB (the "Contributions"). In anticipation of the Contributions, we were formed by MFFB to act as the franchisor of the Great American Cookie Company franchise system and GAM was formed by MFFB to own and operate the batter facility (as <~~furthcr~~ >described below in this Item 1). As part of the Contributions, GACC contributed all of its franchise-related assets, including all existing

franchise agreements, the Marks, and the batter facility to MFFB. Immediately <~~thor~~e~~after~~>[after]. MFFB contributed the franchise agreements, Marks and related assets to us and the batter facility and related assets to GAM. Also as part of the Contributions, we entered into a franchise agreement with MFOC to license it to continue to operate company-owned Cookie System Facilities (as defined below). As a result of the Contributions, we are now the franchisor of the Great American Cookie Company franchise system, and MFOC operates all company-owned Cookie System Facilities. Although we are the franchisor of the Great American Cookie Company franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to our franchisees. ~~<Prior to~~>[Before] the Contributions, GACC and its predecessors operated the Great American Cookie Company franchise system and the batter facility. While MFOC will continue in the near term to operate all company-owned Cookie System Facilities and the company-owned stores of a number of our affiliates, MFOC also will continue its ongoing strategic review of company-owned store performance, with identified Cookie System Facilities and other stores being sold to new or existing franchisees or closed. Accordingly, MFOC anticipates a reduction in its total number of company-owned Cookie System Facilities and other retail stores over time with a corresponding reduction in its involvement in related company-store operations.

GACC was incorporated in Delaware on June 10, 1977. GACC incorporated under the name "The Original Great American Chocolate Chip Cookie Company, Inc." and changed to "Great American Cookie Company" as of December 10, 1993. Cookies USA, Inc. ("Cookies USA"), a Delaware corporation, acquired GACC on December 10, 1993, and GACC became a wholly-owned subsidiary of Cookies USA. On August 24, 1998, MFOC acquired all of the stock of Cookies USA. Immediately after the acquisition, MFOC merged Cookies USA with and into itself. As a result of the merger, GACC became an indirect, wholly-owned subsidiary of MFOC.

Concurrent with MFOC's acquisition of Cookies USA, MFOC acquired 29 Cookie System Facilities through the acquisition of all of the stock of 2 corporate Cookie System Facility franchisees (DebIan Corporation and Chocolate Chip Cookies of Texas, Inc.). Immediately after the acquisition, MFOC merged the 2 Cookie System Facility franchisees with and into GACC and GACC began operating the 29 Cookie System Facilities for its own account. Concurrent with MFOC's acquisition of Cookies USA, MFOC also acquired 8 additional Cookie System Facilities through the acquisition of all of the assets of 6 corporate Cookie System Facility franchisees all owned by the same entity. After the acquisition, MFOC began operating these 8 Cookie System Facilities as GACC's franchisee. As a result of the Contributions described above, however, MFOC now operates all company-owned Cookie System Facilities. Unless noted otherwise, for the purpose of the Great American Cookie Company System, the terms "license" and "franchise" both refer to the Cookie System Facilities we offer to franchisees under this Offering Circular.

MFF is a Delaware limited liability company formed by MFFB on February 4, 2004 to act as the franchisor of the Mrs. Fields franchise system.' As part of the Contributions, MFOC contributed the Mrs. Fields Trademarks to MFFB and, ultimately, to New MFBI. New MFBI is a Delaware corporation incorporated on February 4, 2004 and a wholly owned subsidiary of MFFB. Immediately <thore~~aft~~or>[after]. New MFBI granted to MFF a perpetual, fully paid license to use the Mrs. Fields Trademarks~~< in conneotion~~> with all franchised Mrs. Fields Cookie Store. Also as part of the Contributions, MFOC contributed all of its other franchise-related assets, including all existing Mrs. Fields franchise agreements, to MFFB. Immediately

<~~thoreaftQr~~>[after]. MFFB contributed these other franchise-related assets to MFF. At the same time, MFF entered into a franchise agreement with MFOC to license it to continue to operate Mrs. Fields Cookie Stores. In addition, as part of the Contributions, all franchise-related assets of MFC-Canada, if any, were transferred to MFF. MFC-Canada is an Ontario corporation incorporated on May 24, 1984, and a wholly owned subsidiary of MFOC. As a result of the Contributions, MFF now the franchisor of the Mrs. Fields franchise system, and MFOC operates all company-owned Mrs. Fields Cookie Stores. Although MFF is the franchisor of the Mrs. Fields franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to MFF's franchisees. <~~Prior to~~>rBefore] the Contributions, MFOC and its predecessors operated the Mrs. Fields franchise system in the United States, and MFOC and/or MFC-Canada and its predecessors operated the Mrs. Fields franchise system in Canada. MFC-Canada no longer acts as the franchisor of the Mrs. Fields franchise system in Canada.

As part of the Contributions, MFOC also contributed the Original Cookie Company Trademarks and Hot Sam Trademarks to MFFB and, ultimately, to New MFBI. Immediately <~~thGr~~e~~aft~~or>[after]. New MFBI granted to MFF a license to use the Original Cookie Company Trademarks and Hot Sam Trademarks. MFF has in turn licensed the use of these Trademarks to MFOC<~~. Accordingly. MFOC op~~e~~rator, all company ownod~~>[_r qpd MFQC fras granted a gmall number of licenses to third parties to operate Original Cookie Company and Hot Sam Stores formerly owned and operated hv MFOC. MFOC no longer operates any] Original Cookie Company Stores <and>[nj;] Hot Sam Stores. There are no franchised Original Cookie Company or Hot Sam Stores~~<. MFOC continues to evaluato the porformanco of thes~~e ~~stores and expects that during 2005 and 2006, substantially all Original Cooki~~e ~~Company and Hot Sam~~ teres>r. and the small number of licensed locations] will either be closed or franchised and converted to another concept franchised by us or our Affiliates.

PTF is a Delaware limited liability company formed by MFFB on February 4, 2004 to act as the franchisor of the Pretzel Time franchise system. As part of the Contributions, PTI contributed all of its franchise-related assets, including all existing franchise agreements, area development agreements and Pretzel Time Trademarks, to MFFB. Immediately <~~thor~~e~~aftor~~>[ait], MFFB contributed these assets to PTF. Also as part of the Contributions, PTF entered into a franchise agreement with MFOC to license it to continue to operate company-owned Pretzel Time Stores. As a result of the Contributions, PTF is now the franchisor of the Pretzel Time franchise system and a party to the existing area development agreements (as <fr»thef->described below in this Item 1), and MFOC operates all company-owned Pretzel Time Stores. Although PTF is the franchisor of the Pretzel Time franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to PTF's franchisees. ~~<Prior to~~>[BfflE] the Contributions, PTI and its predecessors operated the Pretzel Time franchise system.

PMF is a Delaware limited liability company formed by MFFB on February 4, 2004 to act as the franchisor of the Pretzelmaker franchise system. As part of the Contributions, PMI contributed all of its franchise-related assets, including all existing franchise agreements and Pretzelmaker Trademarks, to MFFB. Immediately <~~thor~~o~~aftor~~>[afterl. MFFB contributed these assets to PMF. Also as part of the Contributions, PMF entered into a franchise agreement with MFOC to license it to continue to operate company-owned Pretzelmaker Stores. In addition, as part of the Contributions, all franchise-related assets of Pretzelmaker-Canada, if any, were transferred to PMF. Pretzelmaker-Canada is an Ontario corporation incorporated on September

26, 1996, and a wholly owned subsidiary of PMI. As a result of the Contributions, PMF is now the franchisor of the Pretzelmaker franchise system, and MFOC <ope~~mtQs~~>[operated] all company-owned Pretzelmaker Stores<.>r until the last one was franchisee! in June 2005.1 Although PMF is the franchisor of the Pretzelmaker franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to PMF's franchisees. <~~Prior to~~>[Before1 the Contributions, PMI and its predecessors operated the Pretzelmaker franchise system in the United States, and PTI and/or Pretzelmaker-Canada and its predecessors operated the Pretzelmaker franchise system in Canada. Pretzelmaker-Canada no longer acts as the franchisor of the Pretzelmaker franchise system in Canada.

TCBY is a Delaware limited liability company organized on May 30, 2000. TCBY has been the franchisor of the TCBY franchise system since July 2000, and, <~~prior to~~>[Bfca^3 this date, TCBY's predecessors, including TCBY Enterprises (a Delaware limited liability company) and TCBY Systems, Inc. (an Arkansas corporation), operated the TCBY franchise system. As part of the Contributions, TCBY Enterprises exchanged its 100% ownership interest in TCBY to MFOC for shares in MFOC. Immediately <thero~~aft~~or>[after]. MFOC contributed 100% of its ownership interest in TCBY to MFFB. As a result, TCBY is currently a wholly-owned subsidiary of MFFB. At the time of the Contributions, the management agreement between TCBY and MFOC was terminated, and MFFB employees now perform the day-to-day operations of the TCBY franchise system and provide services to TCBY's franchisees.

MFCI, MFHC, MFOC, MFFB, GAM, GACC, MFF, New MFBI, MFC-Canada, MFC-Australia, PTF, PTI, PMF, PMI, Pretzelmaker-Canada, TCBY and TCBY Enterprises are separate entities and, except as described in Item 21 of this Offering Circular, are not liable to you for any actions taken or obligations incurred by us.

Description of the Franchises Offered.

We operate and allow others to operate retail stores[. including modular, prefabricated haking kiosks.] under the "Great American Cookie Company" name and other Marks. (We call these stores "Cookie System Facilities"; we call your Cookie System Facility the "Facility.") Cookie System Facilities sell different types of cookies, other baked products and beverages. Most Cookie System Facilities also feature "Cookie Cakes,*' which are large plate or pan-sized cookies with the customized personal messages of customers. Cookie Cakes are ideal for parties or special occasions. Cookie System Facilities have baking facilities and operate from leased premises normally located in enclosed shopping malls. You may sell authorized products and services only over-the-counter at the Facility's premises and may not conduct any mail order, delivery or other activities away from the premises. (See Item 12.) If you own a Cookie System Facility franchise and want to buy another one, you must sign our then current franchise documents.

We also might let you operate a "Non-Baking Facility" in your shopping mall or center. [_ Non-Baking Kiosk may not he operated with a modular, prefahricated haking kiosk. ]A

Non-Baking Facility is a stationary or mobile cart, wagon or similar unit that you would operate within your shopping mall or center but away from the Facility's actual premises. It would sell products that you actually produce at the Facility. If you receive our consent to operate a Non-Baking Facility, you will sign the Addendum included in this Offering Circular at Exhibit C, which provides that you agree to report your Gross Sales separately from the Gross Sales of the

Facility, but in all other respects you'll operate the Non-Baking Facility< ~~in conjunction~~>[J with the Facility and under the provisions of the Facility's Franchise Agreement, as amended by the Addendum. MFOC currently offers for sale Cookie System Facilities that it owns and operates throughout the country. If you buy one of these Facilities, you will buy its assets, including goodwill from MFOC and enter into a Franchise Agreement with us. This Offering Circular discloses the payments you will make for these items. Whether you buy an operating Cookie System Facility from MFOC or a newly-constructed Facility depends on where you want to operate and site availability. Unless noted otherwise, the disclosures in this Offering Circular apply to both.

The Market.

You will compete with other stores selling cookies and competitive food products like baked goods, ice cream, frozen yogurt and other dessert items. Some of these other stores are part of national or regional franchised and non-franchised chains. In addition, some of these other stores (including Mrs. Fields Cookie Stores and Original Cookie Company Stores) are or may be owned, managed, franchised or licensed by our affiliates. You will offer your products and services to the general public. The market for your products and services generally is developed in most parts of the country, although we believe that our product quality distinguishes us from the competition.

There are no regulations specific to the industry in which Cookie System Facilities operate, although you must comply with all local, state and federal health and sanitation laws that apply to food operations and laws that apply generally to all businesses. You should investigate these laws.

The Business of the Franchisor and its Affiliates.

Since the Contributions in March 2004, we have been in the business of granting licenses and franchises for the operation of Cookie System Facilities, and GAM has been in the business of operating the batter facility that produces proprietary batter, dough and other ingredients for making cookies ("Cookie Ingredients") that you must buy from us or our affiliates in operating your Facility. (See Item 8.) From September 1977 to February 2004, GACC was in the business of granting licenses and franchises for the operation of Cookie System Facilities and operating the batter facility. Since June 1977, GACC has also been in the business of owning and operating Great American Cookie Company Stores either directly or through its parent MFOC. See table below in this Item 1 and Item<-> 20 for more information regarding franchised and company-owned Cookie System Facilities.

In certain instances, you may be able to enter into a co-branding arrangement with one or more of our affiliates. In such case, you will enter into a Great American Cookie Company Franchise Agreement with us for the Cookie System Facility, and a separate franchise agreement with each our respective affiliates for each brand you are co-branding with the Great American Cookie Company brand. Our affiliates may also offer co-branding arrangements with their franchisees that do not include the Great American Cookie Company brand, including Mrs. Fields Bakery Cookie Cafes. All of these co-branded locations may compete with you.

We or one of our affiliates may establish a new business or franchise system or acquire an existing business or franchise system (which may be one of your competitors) operating under trademarks, service marks and trade names other than the Marks. The new or existing business or franchise system may compete with you.

We or one of our affiliates may enter into co-branding arrangements with other snack-food companies. In <stt6h>[those] cases, we or our affiliates may or may not allow you to offer co-branded products from your Cookie System Facility, depending on <stt6h->factors[_sjicJi] as the terms of the co-branding arrangement, the terms of your Franchise Agreement, applicable geographic restrictions and our and our affiliates' other rights and obligations. These co-branding arrangements may compete with you.

For more than 20 years, GACC and other of our affiliates have offered international master franchise agreements, franchise agreements and other types of licensing agreements for the Great American Cookie Company brand and other brands in foreign countries. As of January 1. 2005, there was 1 Great American Cookie Company locations in one foreign country, 82 Mrs. Fields locations in 15 foreign countries, 7 Pretzel Time locations in 5 foreign countries, 40 Pretzelmaker locations in 2 foreign countries, and 208 TCBY locations in 20 foreign countries. As a result of the Contributions, going forward, we will offer international master franchise agreements, franchise agreements and other types of licensing agreements in foreign countries for the Great American Cookie Company brand, and MFF, PTF, PMF and TCBY will offer international master franchise agreements, franchise agreements and other types of licensing agreements in foreign countries for their respective brands, and MFC-Australia (a Utah corporation incorporated in June 1983) may still provide some services to Mrs. Fields. Franchisees or licensees in Australia. Licenses and franchises for Cookie System Facilities in other countries may be under different terms and conditions than are described in this Offering Circular.

Since August 1998, MFOC has been in the business of owning and operating Cookie System Facilities, which it purchased or acquired from GACC franchisees. MFOC now operates its company-owned Cookie System Facilities pursuant to a franchise agreement with us. See table below in this Item 1 for more information regarding these company-owned Cookie System Facilities.

Since the Contributions in March 2004, MFF has been in the business of granting licenses and franchises for the operation of Mrs. Fields Cookie Stores. From May 1986 to February 2004, MFOC or its predecessors were in the business of granting licenses and franchises for the operation of Mrs. Fields Cookie Stores. Since July 1977, MFOC or its predecessors have been in the business of owning and operating Mrs. Fields Cookie Stores. MFOC now operates its company-owned Mrs. Fields Cookie Stores under a franchise agreement with MFF. Mrs. Fields Cookie Stores offer a variety of specially prepared food items, such as cookies, brownies, muffins and beverages. <Sfflee>[JEiQm] September <W6r>[1996 to November 2005.] MFOC <has>[was] also<-bees> in the business of owning and operating Original Cookie Company Stores. An Original Cookie Company Store offers a variety of specially prepared food items, such as cookies, brownies, muffins and beverages. <~~MFQC now op~~e~~rates its~~>[As described

remaining] Original Cookie Company Stores <~~aa a licens~~ee ~~of MFF. >~~[formerly owned and operated bv MFOC. We anticipate that the remaining licensed locations will either close or convert to another concept franchised bv us or one of our Affiliates. ]See the table below in

this Item 1 for a summary of the Mrs. Fields Cookie Stores (and Mrs. Fields Bakery Cookie Cafes, which are Mrs. Fields Cookie Stores operated< ~~in conjunction~~>[_] with Pretzel Time or Pretzelmaker Stores and/or TCBY Stores) <~~and Original Cookie Company Stor~~e~~s >~~in the United States which are owned and operated by MFOC.

<~~In certain situations, you may be able to purchas~~e an e~~xisting Original Cooki~~e ~~Company Store location and its physical a~~sse~~ts from MFOC and conv~~e~~rt th~~o ~~location to a Cooki~~e Sys~~tem Facility of tho t>p~~e ~~off~~ere~~d in this Offering Circular. You must n~~e~~gotiate any acquisition of an oxisting Original Cooki~~e ~~Company Stor~~e ~~location and ass~~e~~ts from MFOC on an individual basis. If tho location is converted, you will n~~ee~~d to ent~~e~~r into a Franchise Agre~~e~~ment with us. This Off~~e~~ring Circular malc~~e~~s no disclosur~~e~~s or r~~eprese~~ntations r~~e~~garding th~~e ~~terms and conditions of any such transaction you may negotiate with MFOC~~> In November 2000, MFOC entered into a master lease with Wal-Mart, a large, discount retail chain. From November 2000 to September 2002, as a result of this leasing arrangement, MFOC owned and operated stores located within the chain as company-owned units operating under trademarks and commercial symbols of our affiliates. Additionally, in certain isolated instances, MFOC constructed, built-out and developed a store at a particular Wal-Mart, then sold the assets of the store and subleased the store premises to a franchisee. MFOC no longer offers these Wal-Mart franchised locations, and all stores previously operated by MFOC located within Wal-Marts have been closed. We or our affiliates may, however, enter into similar arrangements with other retailers in the future. These arrangements may compete with you.

Since November 1997, MFOC has been in the business of owning and operating Pretzel Time Stores which it purchased or acquired from Pretzel Time franchisees or Area Developers. <Sinee>[Emm] November <W>&>[1998 to .Tune 2005.] MFOC <has>[a^s] also been in the business of owning and operating Pretzelmaker Stores which it purchased or acquired from Pretzelmaker franchisees.[_] MFOC now operates its company-owned Pretzel Time< ~~Stores and Pr~~etze~~lmak~~er> Stores under separate franchise agreements with PTF and PMF. See table below in this Item 1 for more information regarding these company-owned Pretzel Time Stores and Pretzelmaker Stores.

Between September 1996 and November 1997, MFOC was in the business of granting licenses and franchises for the operation of Hot Sam Pretzel and Bakery Stores. Currently, neither MFOC nor any other of our affiliates are granting Hot Sam Pretzel and Bakery Store licenses and franchises. <Siftee>[am] September <499&>[1996 to November 2005.] MFOC <kas>[was] also <been->in the business of owning and operating Hot Sam Pretzel and Bakery Stores. <~~MFOC now operates it~~n>~~[As described above. MFQC h^s ffrajited a limited~~ numher of sublicenses to third parties for the operation of the remaining] Hot Sam Pretzel and Bakery Stores <~~as a licens~~e~~e of MFF~~>[formerlv owned and operated hy MFOC]. A Hot Sam Pretzel and Bakery Store offers a variety of freshly prepared soft pretzels and pretzel products (including Bavarian and sweet dough pretzel sticks), various toppings and sauces, freshly squeezed lemonade and other food items and beverages.< ~~In c~~e~~rtain~~ s~~ituations, a prosp~~e~~ctive franchis~~e~~o of either PMF or PTF may be able to purchaso an exi~~s~~ting Hot Sam Protzol and Bakory location and its phy~~s~~ical ass~~e~~ts from MFOC and convert th~~o ~~location to a Pretz~~e~~lmalcer or Pr~~e~~tzel Tim~~e ~~Stor~~e.See ~~tabl~~e ~~below in this It~~e~~m 1 for more information regarding company own~~e~~d Hot Sam Pretz~~e~~l and Bakery Stor~~es>[ We anticipate (fiat foe remaining licensed locations will either close or convert to another concept franchised hy one of our Affiliates].

Since the Contributions in March 2004, PTF has been in the business of granting licenses and franchises for the operation of Pretzel Time Stores. From January 1992 to February 2004, PTI or its predecessor was in the business of granting licenses and franchises for the operation of Pretzel Time Stores. From October 1991 to December 1997, PTI's predecessor also was in the business of owning and operating Pretzel Time Stores. As of the date of this Offering Circular, neither PTI nor it predecessor own or operate any Pretzel Time Stores. A Pretzel Time Store offers a variety of freshly baked soft pretzels, complementary toppings, soft drinks and other food products. Under a national sales agreement between Predecessor PTI and a predecessor of TCBY, PTI and its predecessor offered Pretzel Time franchisees the opportunity to add the TCBY concept to a new or existing location under certain circumstances from February 1995 to May 2000. PTI is no longer offering this opportunity to Pretzel Time franchisees under the national sales agreement. Pretzel Time franchisees may, however, be granted the right under certain circumstances to operate a Pretzel Time Store <~~in conjunction~~ >with a TCBY license or franchise under a different program with either PTF or TCBY. See table below in this Item 1 for more information regarding franchised and company-owned Pretzel Time Stores.

Between January 1992 and March 1998, PTI was in the business of granting area developer rights to certain qualified persons ("Area Developers") under a Pretzel Time area development agreement. As part of the Contributions< ~~furth~~er> described above, in March 2004 PTI contributed all of its area development agreements to MFFB, who in turn contributed these assets to PTF. Although the form of area development agreement has varied over the years, Area Developers generally have been granted the right to develop, own and operate a specified number of Pretzel Time Stores at certain approved locations within a defined geographic area. Most Area Developers also have been granted the right to market and service the Pretzel Time System at certain locations within their geographic area, for which they receive a fee. Finally, Area Developers typically have been granted the right under their area development agreements to receive compensation from PTF or its predecessors for finding Pretzel Time franchisees for certain locations within their geographic area. Area Developers, however, do not have the authority to grant the rights to license or operate a Pretzel Time franchise or enter into a Pretzel Time franchise agreement with a potential franchisee. Currently, neither PTF nor PTI is entering into area development agreements with new Area Developers.

Through asset and stock purchases, MFOC or other of our affiliates have acquired the Pretzel Time area development rights of certain Area Developers. The related area development agreements have been effectively terminated, and any services previously provided to Pretzel Time franchisees located within the geographic areas covered by these area development agreements are now being provided by MFFB.

Since the Contributions in March 2004, PMF has been in the business of granting franchises for the operation of Pretzelmaker Stores. From September 1992 to February 2004, PMI was in the business of granting franchises for the operation of Pretzelmaker Stores in the United States. Since August 1995, PMI has also been in the business of owning and operating Pretzelmaker Stores either directly or through its parent MFOC. In addition, from September 1996 to February 2004, Pretzelmaker-Canada was in the business of granting franchises for the operation of Pretzelmaker Stores in Canada, but is no longer offering these franchises. A Pretzelmaker Store offers soft pretzels, pretzel products and other complementary food and beverages. In some circumstances, a Pretzelmaker Store may also offer branded frozen desserts and coffee products.

See table below in this Item 1 for more information regarding franchised and company-owned Pretzelmaker Stores.

[PTF and PMF are in the process of conducting research and studies to identify best practices and specific strengths of both the Pretzel Time and Pretzelmaker systems. A selected group of Pretzel Time and Pretzelmaker franchisees are participating in tests to determine potential synergies between the brands and to offer consumers a similar experience in both types of stores. One result of these activities has been the development of a single pretzel dough that is now being used to hake pretzels of a single taste and texture (prepared from either a drv mix or frozen dough* hv this group of test stores from both systems. PTF and PMF anticipate that this single dough will he introduced as a required product for both systems sometime during 2006. PTF and PMF have also developed a series of promotions, point of purchase and other marketing materials that are heing used in stores of both systems. Further results of PTF's and PMF's research and studies may affect both the Pretzel Time and Pretzelmaker systems in a number of

additional ways, including the possible future development of pretzel stojes ana products

hv us or our Affiliates under new trademarks and trade names, the possible conversion of one of the systems to the other, and/or the possible conversion of hoth systems to a third pretzel system developed bv us or our Affiliates under new trademarks, trade names and/or trade dress. PTF and PMF will make anv decisions after consultation and advice from franchisee representatives from hoth systems.]

[ ]Since July 2000, TCBY has been in the business of offering franchises for TCBY Stores. TCBY's predecessors, including TCBY Enterprises and TCBY Systems, owned and operated and offered franchises for TCBY Stores between October 1981. Currently, there are 2 types of TCBY franchised Stores: "Traditional TCBY Stores" and "Other Concepts TCBY Stores." A Traditional TCBY Store typically has 800 to 1,600 square feet, seats 10 to 34 customers and caters to both carry-out and eat-in business. In some instances, however, a Traditional TCBY Store may be smaller, having no more than 800 square feet, because it operates as part of a food court or other shared dining opportunity, or serves small urban or even rural communities. Other Concept TCBY Stores and Limited Menu TCBY Stores both involve co-branding arrangements and are sometimes referred to by TCBY as non-traditional TCBY stores. An Other Concepts TCBY Store is located at or within premises operated under trade names or trademarks belonging to another concept, which may include another concept owned and franchised by us or our Affiliates. A franchisee of an Other Concepts TCBY Store typically offers and sells a basic menu of core TCBY products, such as cones, cups and sundaes, but generally will not sell an extended menu, such as cakes or pies.

[TCBY is in the process of developing and tes< identifies a reconcepting program (the "Reconcepting Test"1 for Traditi Accordingly, while TCBY will continue to offer franchises for Other Concepts Stores during and after the Reconcepting Test. TCBY does not, as of the date of this Offering Circular, intend to offer franchises for anv new Traditional TCBY Stores during the

franchised Traditional TCBY St<

participate in the Reconcepting Test. TCBY mav also grant single an,fl/nr multiple unit

in the RecQPCEpting Test.___Existing, franchised Traditional TCBY Stores and new

franchised stores that participate in the Reconcepting Test are collectively referred to in this Offering Circular as "Test Stores." Test Stores will operate under and use newlv-developed trade dress, trademarks, trade names and service marks TCBY owns and/or registers, which mav include the Berivo trademark (tl existing TCBY trademarks, and will sell smoothies, frozen vogurt products and menu items containing such products (the "Test Products"! together with some of the menu items TCBY has already approved for sale from TCBY Stores.1

flf TCBY determines that the Reconcepting Test has been a success and has resulted in the development of a "Store of the Future" program. TCBY will require all Test Stores

to operate as TCBY Stores of the Future.__In addition, in the event of a successful

Reconcepting Test. TCBY will no longer offer Traditional TCBY Store franchises, hut will instead focus on the conversion and development of TCBY "Stores of the Future" operated in accordance with the "Store of the Future" program. Tn contrast, if TCBY determines that the Reconcepting Test has not been a success, the Test Stores will he required to purchase and install new signage, point of purchase materials and other hi

necessary to nmke the Test Stores' branding consistent with other Traditli

Stores operated hv TCBY franchisees in accordance with it then-current stam

will reimburse Test Store franchisees for certain costs arising from this cl

elements. Further, in the event of an unsuccessful Reconcepting Test. TCBY mav once

See table below in this Item 1 for more information regarding franchised and company-owned TCBY Stores.

On June 1, 2000, MFOC entered into a management agreement with TCBY, the franchisor of the TCBY system, under which MFOC managed and operated the TCBY franchise system on a day-to-day basis from June 2000 to February 2004. As part of the Contributions, that management agreement was terminated in March 2004 and employees of MFFB, the current parent of TCBY, now perform the day-to-day operations of the franchise system and provide services to TCBY's franchisees.

rSince Decemher 20,05. TCBY has been in the husii multiple unit franchises for the operation of Yovana stores ("Yovana Stores"), in certain

'■""ted

heverage outlet that offers

smoothies, drinkable vo

;es, A Yovana Store is a retail meal, treat, snack and tared food items, such as fresh vogurt. gen vogurt treats, granolas. cei jo and teas, juices, and other products and h< addition to offering single unit franchises for new Yovana Stores. TCBY also offers a

Stores as companv-owned stores, or for eventual sale to a new or existing franchisee. All Yovana Store locations mav compete with vou. See tahle below in this Item 1 for more

Juice Works began franchising Juice Works stores in October 1996 and ceased franchising in February 1998. From February 1998 to December 2002, TCBY or its predecessors offered the

right to add the Juice Works product line to its franchised TCBY stores under a Juice Works addendum to the TCBY franchise agreement. TCBY no longer offers this program.

The following table summarizes the franchises and licenses offered by us and our affiliates in the United States that were operating as of <~~Januarv l.~~>[Decemher 31.] 2005. All of these franchised and licensed locations may compete with you. While the current franchisors/licensors of each concept are listed in the table below, these entities did not actually become the franchisors/licensors of their respective concepts until the Contributions in March 2004. Except as described in the table below or elsewhere in this Item 1, as of <~~January l.~~>[Decemher 31.] 2005, neither we nor our affiliates have offered franchises in any other lines of business. In addition, except for the company-owned stores operated by MFOC under franchise agreements with us and our affiliates, as of <~~Tanuarv 1>~~[Pecemher 31.] 2005, neither we nor our affiliates operate any company-owned stores for the concepts listed in the table below.

Franchisor/ Licensor	Concept	Number of F ranch ises(l)	Number of Company-Owned Stores Operated by MFOC(2)
Us	Great American Cookie Company	<259>HZfi]	<22>[4]
MFF	Mrs. Fields Cookies (and Mrs. Fields Bakery Cookie Cafes)	<im>\221]	<26>U.3
<&&>	<Original Cookie Company>	<0>	<7>
PTF	Pretzel Time	<43$>[i2a	<33>[lffl
PMF	Pretzelmaker	<4S4>[142]	<3>BH
<MPF>PTCB	<Hot Sam Frotzol and	<0>DL]	<44->[fl]
<MPF>PTCB		<0>DL]	<44->[fl]
TCBY	TCBY	<ym>\2ii](3)	<44>rfll
	Traditional TCBY Stores	<4m>[$21]	0
	Non-traditional TCBY Stores	<6W>[54]	*<u>m*

(1) This column lists the number of franchises open and operating as of <~~January~~ 4r>[Decemher 31.] 2005, excluding those stores operated by MFOC (which are disclosed in the next column). These numbers include combo units so that the same location may be included in the total for more than one concept.

(2) This column lists the number of stores operated by MFOC as of <~~January l.~~>[Decemher 2L] 2005. While MFOC operates these stores under separate franchise agreements with us, MFF, PTF, PMF and TCBY, we refer to them as "company-owned" rather than

"franchisee!" in certain sections of this Offering Circular because MFOC is an affiliate of each of these franchisors.

(3) While there are no longer any Juice Works Stores, as of ~~<Tanuary 1 .~~>[Decemher 31.] 2005, there were <7>[1Q] Juice Works units operated <~~in conjunction with~~>[MtMn] franchised TCBY Stores.

>Item 2

BUSINESS EXPERIENCE

The following list discloses our principal officers and managers who will have management responsibility relating to the franchises offered under this Offering Circular, and the principal occupation of each of them during the preceding 5 years. Individuals who are our officers or managers may hold the same or equivalent positions with MFFB and other of our affiliates.

President, Chief Executive Officer and Manager: Stephen Russo

Mr. Russo has been our President and Chief Executive Officer, and one of our Managers since March 2004. He also has held the same or equivalent positions with a number of our affiliates since May 2003. From July 1997 to April 2003, Mr. Russo was Director, Retail Operations Officer for Allied Domecq, QSR in Randolph, Massachusetts. From January 1978 to June 1997, he served in various capacities for Dunkin' Donuts in Randolph, Massachusetts.

Executive Vice President. <~~Cencral Coun~~scl>[Chief Legal Officer^. Secretary and Manager: Michael R. Ward

< >Mr. Ward has been our Executive Vice President [and Chief Legal Officer ]since ~~<Jun~~o 3QQ4r>[Fehruarv 2006.] and our~~< General Counsel and~~> Secretary and one of our Managers since March 2004. From [June 2004 to January 2006. he was our Executive Vice President and General Counsel. From ]March 2004 to June 2004, he was our Senior Vice President[_aniL General Counsel]. Mr. Ward also has held the same or equivalent positions with a number of our Affiliates since May 2000. He served as Vice President of Administration and Legal Department of a number of our Affiliates from September 1996 to May 2000. From 1991 to 1996, Mr. Ward's responsibilities were overseeing the Legal Department and the Human Resources Department for MFI. Mr. Ward is admitted to practice law in the State of Utah.

<hie ~~Financial Officer, Trea~~s~~urer and~~>Executive Vice President <~~of Finance aa~~d-~~Admini~~s~~tration: Sandra Birf~~fe>

< ~~Ms. Buffa has boon our Executiv~~e ~~Vic~~e ~~Presid~~e~~nt of Finance and Admini~~s~~tration since Juno 2004, and our Chi~~e~~f Financial Officer and Tr~~e~~asur~~e~~r since March 2001. From March 2001 to Jun~~e ~~2004, sh~~e ~~was our S~~o~~nior Vic~~e ~~President of Financ~~e ~~and Administration. Ms. Buffa also has hold the same or~~ e~~quivalent positions with a numb~~e~~r of our affiliates since April 2001. Immediately bofor~~e ~~joining us, she and her husband~~ s~~pent a year on~~ s~~abbatical. From Nov~~embe~~r 199~~8 ~~to November 1999, Ms. Buffa served as Pr~~o~~oidont of Crabtroo & Ev~~e~~lyn, Ltd., in Waltham, Mas~~s~~achu~~setts~~, and as Chiof Financial Officer and a director of that company from March 199~~8 ~~to November 199~~8~~. B~~e~~tween July 1993 and March 199~~S~~, sh~~e se~~rved as S~~e~~nior Vice President, Chi~~e~~f Financial Offic~~e~~r, Treasur~~e~~r and a Dir~~e~~ctor of National Vision Associat~~e~~s in Lawr~~e~~ncevill~~e~~, G~~eoreia.x~~Exccutivc Vice President of Operations and Pevelopm~~ent>[and Chief Operatiops Officer]: Para Dejbakhsh

< >Mr. Dejbakhsh has been our Executive Vice President [and Chief Operations Officer since February 2006. and our Executive Vice President ]of Operations and Development <sinee>[tom] June <2QQ4,>r2004 to January 2006.] From March 2004 to June 2004 he was

our Vice President of Operations. He also has held the same or equivalent positions with a number of our Affiliates since January 2004. Immediately before joining us, Mr. Dejbakhsh

| spent 6 months on sabbatical. [_] From January 1996 to June 2003, Mr. Dejbakhsh was Area Vice

President covering operations, development and field marketing for the western U.S., Canada,

I Asia Pacific[J and Australia for Allied Domecq, QSR in Randolph, Massachusetts.[J

I i

]Executive Vice President <of>[and Chjef] Marketing[ Officer]: John Lauck

< >Mr. Lauck has been our Executive Vice President [and Chief Marketing Officer since February 2006. and our Executive Vice President ]of Marketing <sinee>[Icfim] April <3QQ4r>[2004 to January 2006.] He also has held the same or equivalent positions with a number of our Affiliates since April 2004, From September 2002 to April 2004, Mr. Lauck served as President and Chief Marketing Officer for Arby's Franchise Association. <~~Prior~~ te> [Before] joining Arby's, he was on a one-year sabbatical. From February 2000 to July 2001, Mr. Lauck was Senior Vice President and Chief Marketing Officer for, a home grocery delivery start-up company in Dallas, Texas. Between November 1998 and January 2000, he was the Senior Vice President and Chief Marketing Officer for Footaction in Dallas, Texas. Mr. Lauck is a director of Shadewell Grove Holdings, LP, <~~a licons~~o~~o of on~~e ~~of our~~ Affitiates>[one of our licensees.]

[Chief Accounting Officer. Senior Vice-President and Treasurer: Mark McBride]

[Mr. McRride has been our Chief Accounting Officer. Senior Vice-President and Treasurer since March 2006. and our Interim Chief Accounting Officer. Vice President Controller and Tnterim Treasurer since Mav 2005. From March 2004 to Mav 2005. he was our Vice President Controller, and served in that capacity with a number of our Affiliates since August 2002. From June 2001 until he joined us. he served as Chief Financial Officer of Ovid Technologies. Tnc. in Salt Lake Citv. Utah. From September 1996 to April 2001. Mr. McBride was the Vice President. Corporate Controller and Corporate Secretary of Evans

LITIGATION

Robert and Sheila Goldberg et al. v. Great American Cookie Company, Inc., The Jordan Company, Mrs. Fields' Original Cookies, Inc. and Capricorn Investors, IV, LP

(Superior Court of New Jersey, Law Division, Mercer County, Case No. L3502-97). On September 12, 1997, 9 Great American Cookie Company franchisees filed this lawsuit against GACC and the other defendants because of the possibility at that time that MFOC would elect to acquire the stock of GACC's parent company, Cookies USA, and, as a result, take over as the franchisor of the Great American Cookie Company system and operator of GACC's company-owned Cookie System Facilities. The plaintiffs' primary allegations at that time were that MFOC and the other defendants would fail to honor the existing contracts between GACC and Great American Cookie Company franchisees. Plaintiffs also alleged fraud, unlawful sale of Cookie System Facility franchises, tortious interference with contracts, violation of state unfair trade practices acts, and similar claims against various of the defendants, including MFOC. The plaintiffs' pleadings in 1997 generally sought an injunction to stop the acquisition and the anticipated future violations, plus anticipated damages and costs. The action was later stayed by agreement when the acquisition of Cookies US A by MFOC did not occur in 1997. As< ~~further~~>[. ] described in Item 1 of this Offering Circular, MFOC acquired Cookies USA on August 24, 1998. Contemporaneous with the acquisition, all plaintiffs agreed to release all claims and

dismiss their Complaint in this action with prejudice and without costs, in return for certain contingent, future rights related to the ownership of their franchises.

Other than this 1 action, no litigation is required to be disclosed in this Offering Circular.

Item 4

BANKRUPTCY

No person previously identified in Item 1 or Item 2, of this Offering Circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item.

Item 5

INITIAL FRANCHISE FEE

We currently charge an initial franchise fee of $30,000 for a Cookie System Facility~~<. If you acqiiiro an~~ o~~xir~~.~~ting Cookie SyGt~~om>[_T eiftier for an in-line] Facility <~~from MFOC,~~ >or[_a,

System Facility from MFOC or another franchisee, yo_H will got pay an initial franchise fee

to us. hut will pav us a transfer fee (currently $8_f00(ft as more fully described in Item 6 of

Before your Facility begins operating, you must buy an initial inventory of Cookie Ingredients from us or one of our affiliates. This inventory costs from $4,500 to $9,500. You must buy Cookie Ingredients from us or one of our affiliates during the term of your franchise. (See Item 8.)

If you want to buy a Cookie System Facility operated by MFOC, our affiliate, you must pay MFOC for its improvements, equipment, product and supply inventories and goodwill. The estimated cost of these items in disclosed in Item 7 under the following categories: "Improvements and Equipment," "Cookie Ingredients" and "Other Opening Inventory. You also must pay to us our transfer fee (currently $8,000). The amount you pay MFOC will depend on the condition of the Facility and its assets, the revenue the Facility has generated, inventory levels and similar factors, which vary widely for each Facility. These amounts generally are due in full when you buy the franchise. We will reflect the Facility's sale in MFOC's form Asset Purchase Agreement included in Exhibit D. See Item 7 for a range of amounts payable to us or our affiliates if you buy a Cookie System Facility operated by MFOC.

On some occasions, one of our affiliates will lease the Facility's premises directly from the landlord and then sublease them to you. (See Items 8 and 10.) In that case, you must pay our affiliate for security deposits and initial rent when you sign their form of Sublease Agreement

included in Exhibit D. These amounts depend on the original charges under the main lease, which vary for each Facility. (See Item 6.)

During the effective period of this Offering Circular, there is no initial franchise fee for a Non-Baking Facility, although we reserve the right to charge a fee for new Non-Baking Facilities in the future. As <fer4hef^>described in Item 7, however, you may choose to purchase equipment for a Non-Baking Facility from our affiliates, in which case, we estimate that you will pay to our affiliates an amount from $3,500 to $50,400 before your Non-Baking Facility opens.

If you choose to participate in our optional Resale Facilitation Program and purchase a Cookie System Facility from an existing franchisee who is also participating in the optional program, you will pay to us a Resale Facilitation Fee. The Resale Facilitation Fee and Program are further described in Note 13 of Item 6.

Except as provided above, no initial fees are refundable.

<~~From time tn timo~~>[Periodical1v]. we may offer special incentive programs<in-~~conjunotion~~> with our franchise development activities. These special incentive programs may include awards, prizes, bonuses, rebates, product discounts and credits, or other types of incentives. We may offer these incentives to any of our existing franchisees who refer a third party to us who subsequently becomes a new Great American Cookies franchisee within a specified period of time. We have the right, however, to offer, modify, withdraw or reinstate any incentive programs in the future without notice to you.

<~~As furth~~e~~r described in It~~e~~m 1 of this Offering Circular, GACC was th~~e ~~franchisor of th~~e Gro~~at Am~~o~~rican Cooki~~e ~~Company franchise system until March 16, 200~~4~~. Accordingly, during GACC'p last fiscal year, franchisees paid to GACC an initial foe, including th~~e ~~initial franchi~~s~~e f~~e~~e, initial inventory of Cookie Ingredients, optional it~~e~~ms, any security deposits and initial r~~e~~nt, any co~~o~~ts asoociatod with the purchase of the assets of an existing Cookio Systom Facility and oth~~e~~r foes paid to GACC or its affiliates, ranging from approximately $0 to $1,193,750. From March 16. 200~~4 to>[From] January <4^>[2. 2005 to December 31.] 2005, our franchisees paid us or our Affiliates initial fees ranging from $0 to approximately S~~<7Q.000>~~[8*j_TflQQ.] excluding the amounts paid to GACC or its affiliates <~~disclo~~oe~~d in th~~e ~~immodiatolv prior sont~~o~~nco~~>[for the

Item 6

OTHER FEES

Name of Fee(l)	Amount	Due Date	Remarks
Royalty	6% of Facility's monthly Gross Sales	10th day of each calendar month on previous fiscal month's Gross Sales(2)	"Gross Sales" mean all revenue you receive from operating the Facility, including the value of any property or services you receive; they do not include taxes collected from customers and customer refunds and credits(3)
Marketing Fees	1% of Facility's	Same as Royalty	"Marketing Fees" is a continuing fee paid by you based on Gross Sales (see

Name of Fee(l)	Amount	Due Date	Remarks
	monthly Gross Sales.		Item 11 for further information). You must pay the Marketing Fee in the same manner and time as the Royalty
Sublease	As stated in Master Lease (as defined in Item 10)	Monthly, as directed by us or our affiliate(4)	You must pay us or our affiliate any amounts due under the Master Lease if you sublease the Facility's premises from one of our affiliates, and we or our affiliate will pay that amount to the landlord (see Items 8 and 10 for details about the Sublease Agreement)
Additional Training or Assistance (5)	$200 per day (plus expenses)	When billed (typically before services provided)	We train 2 people attending initial training free (see Item 11) - we may charge you for others who attend initial training, for training newly-hired personnel, for periodic refresher training courses or for additional or special guidance, assistance or training you need or request
Transfer(6)	$8,000 or the current fee, whichever is greater; certain transfers qualify for reduced fee of $1,000 or more	When you request transfer	$2,000 transfer fee deposit payable upon transfer request, with balance payable <prior to>[^g^rjg] or upon final closing of transfer
Relocation Fee (7)	$2,500, or more	Payable <prior relocation	No fee charged during effective period of this Offering Circular if relocation is within same mall or shopping center
Additional term (8)	$2,000 or more for each year of additional term	Payable in some cases prior to Transfer or relocation	See Notes 6, 7 and 8 for additional information
Renewal	Our then current initial franchise fee less franchise fee you originally paid when you bought franchise	When you sign successor franchise agreement
Audit	Cost of inspection or audit	15 days after billing	Due if you understate the Facility's Gross Sales by more than 2% or do not give us reports, supporting records or other required information

Name of Fee(l)

Amount

Due Date

Remarks

Advertising, marketing and promotional materials

Will vary under

circumstances

(9)

When the materials are ordered and/or delivered (9)

Facility Development

Cost of

development

15 days after billing

You must reimburse our costs if we develop the Facility after you fail to do

so.

Liquidated Damages

See Note 10

When billed

Interest

Lesser of 1.5% per month or highest contract rate of interest law allows

15 days after billing

Due on all overdue amounts that are more than 7 days late (also due on late rent payments). Interest begins to accrue from the original due date

Late Payment Fee

$100 for each late payment

15 days after billing

Due for each late Royalty, Marketing Fee or rent payment

Late Reporting Fee

$25 for each late report

One day after report due date

Due for all late reports required under Franchise Agreement, including reports relating to Royalty and Marketing Fees

Continuing Inventory

$2,500 - $7,500

15 days after billing

You will incur these costs periodically for the products you must or choose to buy from us or our affiliates

Other Product and Service Purchases

See Item 8

You must buy certain products and services from us or our affiliates or according to our standards and specifications

Operations Manuals

$250

15 days after billing

Cost of replacement copy

Management

$10% of Gross Sales

As incurred

Due for period during which we manage Facility upon your death or disability, default, termination or abandonment

Costs and

Attorneys'

Fees(ll)

Will vary under circumstances

As incurred

Due when you do not comply with the Franchise Agreement or we defend an action you bring against us (unless you win your claims)

Indemnification (12)

Will vary under circumstances

As incurred

You must reimburse us if we or our affiliates are held liable for claims from your Facility's operation

[Brokerage

all, upon purchase of

'g Cookie System Facility. Brokerage Service

Name of Fee(l)	Amount	Due Date	Remarks
		Cookie Svstem	fee will he paid either hv seller or
		Facility from	huverl
		existing

Resale	Will vary	Payable, if at all,	We offer an optional Resale Facilitation
Facilitation Fee	depending upon	upon purchase of	Program. You are NOT required to
(Optional)	negotiations	Facility from	participate in it either to sell or purchase
(<44)>[141]	between us and	existing	your Facility. (13)
(<44)>[141]	the purchasing	franchisee who
	franchisee	participates in optional program

All fees are imposed and collected by and payable to us or our affiliates, as indicated in the table above. All fees are non-refundable. If we or our affiliates do not actually receive your payments on the due date, they will be deemed delinquent.

You must pay all Royalty, Marketing Fees, rental payments, interest and service charges, and other amounts due to us or our affiliates by pre-authorized electronic bank transfer from your general account. You must sign and complete the form Authorization Agreement attached to the Franchise Agreement as Appendix C or any other documentation we require <~~from time to time~~>rperiodicallv1 to permit the electronic transfer. The pre-authorized electronic bank transfer requirements are~~< furth~~er> described in Section 3.B and Appendix C to the Franchise Agreement. You must make sure that you have sufficient funds in your general account to cover all amounts as they become due to us and our affiliates.

If you are granted the right to operate a Non-Baking Facility, you must submit to us a separate report of the Gross Sales for your Non-Baking Facility, and make separate Royalty and Marketing Fee payments based on the Gross Sales from your Non-Baking Kiosk. The separate Royalty and Marketing Fee payments for your Non-Baking Facility shall be made at the same time and in the same manner as these payments for your Facility See Items 1, 7 and 12 of this Offering Circular for more information on Non-Baking Facilities.

We may require you to pay to us or our affiliates amounts due under the Master Lease at least 30 days in advance of the date the amounts are actually due under the Master Lease (10 days in advance, for percentage rental payments).

You may not attend training <pr4er4o>[before] signing your Franchise Agreement. As<-further>[_] described in Item 11, one of our affiliates or an existing franchisee may also make an optional (or in the future a mandatory) in-store work experience available to you at its Cookie System Facility. Currently, neither we or our affiliates, nor the host franchisee plan to charge you a fee for any in-store work experience you attend, but we have the right to do so in the future. We have the right to require you and/or previously trained and experienced managers and employees to attend periodic refresher courses at the times and locations we designate. Your Facility must at all times be managed by an

individual who is certified by us as having completed our training program. You will be required to pay the fees that we are then charging for these refresher courses. See Item 11 of this Offering Circular for <&r4fee*->information regarding training and a description of exceptions to free training. You <~~aro r~~o~~nponr~~.~~ihl~~e ~~for~~Mmust pavl all travel and living expenses for your trainees. Travel and living expenses are described in Item 7 of this Offering Circular.

6. If you acquire an existing Cookie System Facility from MFOC or another franchisee, you will not pay an initial franchise fee to us, but will pay us our then current transfer fee ($8,000 for 2005). In addition, if you transfer a co-branded location with 2 or more of our or our affiliates' concepts, you will be required to pay the then current highest transfer fee charged by any of the concepts, but will not pay an additional transfer fee for the second or additional concepts. For example, if you transfer a co-branded location that contains the Great American Cookie Company and Pretzel Time concepts, you would currently pay a transfer fee of $8,000. As noted in the table above, a $2,000 transfer fee deposit must be paid to us at the time you submit your request for transfer, with the balance of the transfer fee payable to us no later than the closing of the transfer. The transfer fee deposit is non-refundable, except that it will be returned to you under the following circumstances: (i) we exercise our right of first refusal; or (ii) we do not approve the proposed transfer. To complete a transfer, you will enter into an Assignment, Assumption and Consent with us and the transferee in the form included in Exhibit J of this Offering Circular, and the transferee will, at our option, either operate under your old Franchise Agreement for the remainder of its current term, or enter into our then current form of Franchise Agreement for the remainder of the current term of your old Franchise Agreement. During the effective term of this Offering Circular, we will charge a reduced transfer fee of $1,000 for the following Transfers, provided all other conditions of Transfer are satisfied: (i) Transfers to your parent, spouse, child, or "key" managerial employee, where you also remain personally liable on the Franchise Agreement; (ii) Transfers among existing entity owners of you, where the transferor will no longer be one of your entity owners following the transfer; and (iii) Transfers involving multiple individual franchisees under your franchise agreement where one or more individuals will no longer be obligated under your franchise agreement following the transfer. In the case of the Transfers described in (ii) and (iii) in the immediately preceding sentence, the remaining individual franchisees or Entity Owners must meet our then-current qualifications for new franchisees. We will not charge a transfer fee if the transfer is among existing Entity Owners of you and the identity of all Entity Owners remains the same following the transfer. During the effective term of this Offering Circular, we will waive payment of the Transfer Fee.and instead charge a documentation fee of $500 for transfers to your wholly-owned corporation~~^ Furth~~e~~r, for a p~~e~~riod of tim~~e>[_] During <2QQS?>[2QQ&_t] ^we may allow certain existing franchisees to transfer their franchise agreements for a lower transfer fee, and in the situation where a franchisee is transferring more than 5 stores to the same buyer in the same transaction, we will charge $8,000 for each of the first five stores, and $1,000 for each store thereafter.

7. Should it become necessary to relocate your Facility on account of the condemnation of your Facility premises or the exercise of a relocation right by your landlord or for some other reason approved by us in writing, we will consent to <sueh>[iJi] relocation at a site that meets all of our then current site criteria for the development of new Cookie System

Facilities and is acceptable to us <~~provid~~e~~d that~~>[ifl you pay to us our then current relocation fee (which is $2,500 as of the date of this Offering Circular, though we will waive the fee if the relocation is within the same mall or shopping center) and satisfy all of the other conditions to relocation in the Franchise Agreement, including the requirement that you have sufficient term remaining under the Franchise Agreement, or purchase from us sufficient additional term under the Franchise Agreement, to allow the term remaining under the Franchise Agreement to expire concurrently with your lease for the relocated premises (see Note 8 for a <~~furth~~or description of this requirement).

8. We have the right to require, as a condition of our approval of a proposed transfer, that your transferee purchase additional term under the Franchise Agreement. Similarly, we have the right to require, as a condition of our approval of a proposed relocation of your Facility, that you purchase additional term under the Franchise Agreement. Currently, we will not require your transferee or you to purchase additional term if there are 4 or more years of term remaining under the Lease at the time of a proposed transfer or relocation. If, however, there are less than 4 years of term remaining under the Lease at the time of a proposed transfer or a proposed relocation of your Facility, we have the right to require your transferee (in the case of a transfer) or you (in the case of a relocation) to buy additional term under the Franchise Agreement. We will not require your transferee or you to purchase more additional term than necessary to make the term remaining under the Franchise Agreement equal more than the term under the new or extended Lease.

Upon the purchase of additional term, your transferee or you will enter into our then current form of Term Pre-Purchase Addendum to the Franchise Agreement ("Term Pre-Purchase Addendum"). A copy of our current Term Pre-Purchase Addendum is attached as Exhibit K to this Offering Circular. As <~~furthor~~ >described under the Term Pre-Purchase Agreement, any additional term your transferee or you purchase from us will become effective upon the expiration of any initial term remaining under the Franchise Agreement, <~~providod that~~>[lfl your transferee or you meet all of our then current conditions for renewal, except for the payment of a fee.

We have the right to change the fees we charge for additional term and our requirements for when and how much additional term must be purchased upon a proposed transfer or relocation. In addition, although the current requirements for when additional term must be purchased are the same for transfers and relocations, we have the right to have different requirements in the future for these situations. We also have the right to require you or your transferee to sign a new form of franchise agreement for a term equal to the term remaining under the Franchise Agreement, plus any prepurchased term, in lieu of having you or your transferee sign the Term Pre-Purchase Addendum.

9. We may provide you with copies of advertising, marketing and promotional formats and materials for use in your store, which we have prepared using the Marketing Fees described in Item 11 of this Offering Circular. You are only required to pay shipping and handling costs for these items or, if you want additional or replacement copies, our direct cost of producing <sueh->[lhfl5_]items together with any related shipping, handling and storage charges. In addition to these items, we may offer you the option of purchasing other advertising, marketing and promotional formats and materials that we have prepared and that are suitable for use at local Cookie System Facility. If you elect to

11.

12.

13.

purchase any <sueh>[of those] items from us, we will provide them to you at our direct cost of producing them, plus any related shipping, handling and storage charges.

10. If we terminate the Franchise Agreement with cause, or you terminate the Franchise Agreement without cause, you must pay us liquidated damages equal to the present value (using the then current 30 year Treasury Bond rate) of the Royalties you would have paid us on the product of your Facility's average monthly Gross Sales during its most recent 12 months of operation before the termination multiplied by the number of months remaining in the Franchise Agreement had we or you not terminated it. If you pay us the required liquidated damages by the due date, we will refund (without interest) a portion of those liquidated damages if we grant a new franchise for a Cookie System Facility at the Facility's location during what would have been the remaining term of your Franchise Agreement had we or you not terminated it. The portion of the paid liquidated damages that we will refund will be the amount that relates to the months in what would have been the remaining term of your Franchise Agreement during which the new franchisee actually operates a Cookie System Facility at your Facility's location.

These fees also are due under the Sublease Agreement.

There are no advertising cooperatives in our system.

[Our Brokerage Service mav he another option available to an existing franchisee that wants to sell its Mrs. Fields Cookie Store and a prospective franchisee that wants to buy a Mrs. Fields Cookie Store. In exchange for a fee, we will provide

certain services to a selling franchisee that wants to sign a npn-exel"sive listing agreement with us. These services may include (_a) listing the stoi

websites sponsored or affiliated with us. ftri introducing the sellii

potential huvers. (c^ providing advice about marketing tin

advertising it ourselves, and <d\ offering incentives to the buyer in the form of

reduced term purchase, future franchise fees, development rights, or simil

The fee will only be paid to us if we successfully complete a sale of tin

transfer is subject to all other transfer procedures as more fully

paragraph 6 of this Item 6.1

[14. ]We offer an optional Resale Facilitation Program to existing franchisees who want assistance from us to sell their Facility. If an existing franchisee (the "Selling Franchisee") desires to participate in the Resale Facilitation Program as a possible way of selling its Facility, the Selling Franchisee must notify us in writing. We will then attempt to negotiate with the Selling Franchisee an exclusive option (the "Purchase Option") to purchase its Facility for a particular price (the "Purchase Price") during a particular period of time (the "Option Period"). If we and the Selling Franchisee agree on the details of a Purchase Option for the Selling Franchisee's Facility (including the Purchase Price and Option Period), we will enter into a purchase option agreement ("Option Agreement") with the Selling Franchisee. A copy of our current Option Agreement is attached to this Offering Circular as Exhibit L. Under the Option Agreement, we have the right, but not the obligation, during the Option Period to exercise the Purchase Option and purchase the Selling Franchisee's Facility for the agreed-upon Purchase Price. We also have the right to assign the Option Agreement to a third party

(the "Buying Franchisee"), pursuant to the form of option assignment agreement ("Option Assignment Agreement") attached to the Option Agreement and included in Exhibit L of this Offering Circular. If we enter into an Option Assignment Agreement with a Buying Franchisee, the Buying Franchisee will then have the right, but not the obligation, during the Option Period to exercise the Purchase Option and purchase the Selling Franchisee's Facility for the Purchase Price. Under the terms of the Option Assignment Agreement, the Buying Franchisee must also pay to us a Resale Facilitation Fee if it exercises the Purchase Option. The Resale Facilitation Fee is due to us upon the Buying Franchisee's purchase of the Selling Franchisee's Facility and is in addition to the Purchase Price payable to the Selling Franchisee. The Resale Facilitation Fee is consideration for the Option Assignment Agreement, the resale facilitation services and any other services we provide to the Buying Franchisee, and any other value-added products or benefits we provide to the Buying Franchisee.

Under the Resale Facilitation Program, we do not represent any Selling Franchisee or Buying Franchisee, nor do we have an obligation to purchase or find a purchaser for a Selling Franchisee's Facility. The Resale Facilitation Program is just one of the possible options that may be available to an existing franchisee that wants to sell its Facility and to a prospective franchisee that wants to buy an existing Facility. See the Option Agreement and Option Assignment Agreement for further information regarding the rights and obligations of us, the Selling Franchisee and Buying Franchisee under these documents

Item 7

INITIAL INVESTMENT

The following chart is for a Cookie System Facility*:

	Estimated Amount
	or Estimated Low-		Method of	To Whom Paid
Expenditures**	High Range***	When Due	Payment
a. Initial Franchise Fee (1)	$30,000	Due when you sign Franchise	LumpSum	Us
Initial fee for Non-	$0 for <2Wh>\2QQ&\	Agreement, or
Baking Facility*	although we reserve the right to charge an initial fee in the future*	Non-Baking Facility Addendum in the case of a Non-Baking Facility
b. Real Estate Lease (2)	Note 2	Note 2	Note 2	Note 2
c. 1 Improvements and	$<83_T000>rilfl₄QMl -	As Incurred	As Agreed	Outside Suppliers
Equipment, if	$197,500			or our affiliates
constructing a new
Cookie System Facility
(3)(4)
r Imorovements and
mstalhnp a modular.
prefabricated ktysk

Expenditures**	Estimated Amount or Estimated Low-High Range***	When Due	Method of Payment	To Whom Paid
Equipment if granted right to operate a Non-Baking Facility*	[]2,500 to $<4§_rOQQ>[45.0001
c.2 Improvements and Equipment, if acquiring the assets of an existing Cookie System Facility (3)(4)(5)	$0 - $800,000	As Incurred	As Agreed	Outside Suppliers or our affiliates, including MFOC
d. Cookie Ingredients	$4,500 - $9,500	Before Opening	Lump Sum	Us or our affiliates
Te. Computer hardware	^[M0"^Mft3	1 Before Opening!	[Lump Sun]	[Outside SjiDoiiexs]
and software. including Internet Att&S&tf)]	^[M0"^Mft3	1 Before Opening!	[Lump Sun]	[Outside SjiDoiiexs]
<e>[fj. Other Opening Inventory (<&>[Z\)	$2,500 - $9,500	Before Opening	Lump Sum	Outside Suppliers or us or our affiliates
^<f>\&]- Training Expenses (for all attendees) (<?>[$])	$2,000 - $7,000	As Incurred	As Incurred	Third Parties
<g>[hj. Insurance (<8>[ffl)	$4,000 - $8,000	As Incurred	As Incurred	Insurance Carriers and Agents
<h>[i]. Security Deposits, Utility Deposits, Business Licensees, and Other Deposits and Prepaid Expenses (<9>Ufl])	$2,500 - $4,000	Before Opening	Lump Sum	Landlord, Utility Companies, Suppliers, Governmental Agencies
<i>[jj. Professional Fees (<w>Ull)	$500-$1,500	As Incurred	LumpSum	Attorneys, Accountants, Other Consultants
^<j^>[kl- Additional Funds - 3 months (<-H->[i2])	$5,000-$10,000	As Incurred	As Incurred	Third Parties
TOTAL ESTIMATED INITIAL INVESTMENT (<«>uai)	to
TOTAL ESTIMATED INITIAL INVESTMENT (<«>uai)	if developing a new [UtUaeJ Cookie System Facility (not including real estate lease costs); a new modular^

Expenditures**

Estimated Amount or Estimated Low-High Range***

When Due

Method of Payment

To Whom Paid

3d baking

kiosk (not including

costal;] $29,000 to

$857,500 if

purchasing an existing

Cookie System Facility (not including

real estate lease

costs); and $4,000 to

$53,100 if granted

right to operate a

Non-Baking Facility

(including equipment

and 3-months rent)

*We also might let you operate a Non-Baking Facility in your shopping mall or center. During <3QQ5t>[2006.1 we will not charge you an initial franchise fee to acquire a Non-Baking Facility, but we reserve the right to do so in the future for the development of new Non-Baking Facilities. If you choose, and we allow you, to operate a Non-Baking Facility, you must acquire the necessary equipment to do so. We estimate the cost for this additional equipment to range from $2,500 (for example, for a cookie display table) to $45,000 (for example, for a cookie cart). Your costs will depend on the type of Non-Baking Facility you operate and the equipment source. You would pay for this equipment according to the terms you work out with the supplier. Your purchase costs are not refundable. You also might have to pay a form of rent for the Non-Baking Facility, although not all landlords charge rent for the Non-Baking Facilities we and our franchisees operate. The landlord makes this decision. Our experience shows that rent might range from $500 to $2,700 per month. Based on this information, we estimate that the initial investment required for a Non-Baking Facility, including equipment and 3-months rent, ranges from $4,000 to $53,100.

All fees, except for the Security Deposit, are non-refundable.

*** The estimates in the above chart do not include Royalty or Marketing Fees payable to us during the operation of your Cookie System Facility since these fees are payable out of the Gross Sales of your Facility. See the information in Item 6 for an explanation of the Royalty and Marketing Fee.

Explanatory Notes

1. $30,000 is the standard initial franchise fee for a new Cookie System Facility franchise. If you purchase the assets of an existing Cookie System Facility from MFOC, there is no initial franchise fee, but you will pay a transfer fee. See Item 5 of this Offering Circular for an explanation of the range of initial franchise fee, the transfer fee, the conditions when a portion of the initial franchise fee may be refundable and total initial franchise fees for co-branded developments.

If you do not currently own adequate space, you must lease the space for your Cookie System Facility. A typical [in-line ]Cookie System Facility has between <2QQ>[400] and 1,000 square feet in an enclosed shopping mall[. A typical modular, prefabricated hakinp kiosk will use hetween 400 and 800 square feet of space!. A typical Non-Baking Facility will use between 50 and 150 square feet. (See Items 8 and 10 for more details on the lease or sublease.) We cannot estimate the amount of your monthly rental payments, since rental amounts vary greatly from site to site and are affected by a number of factors, including location, size, visibility, accessibility, and competitive market conditions. In addition to rental payments, your lease may obligate you to make other payments to the landlord, such as payments for shopping center or building operating expenses, common area maintenance expenses, food court expenses, merchants' association assessments, assessment for shopping center promotion and advertising, and the like. Your lease may also require you to spend a certain amount on advertising and promotion for your particular Cookie System Facility. Again, because these payments vary widely from lease to lease, we cannot estimate the amount you may be required to pay for these or other similar items. You will make rental payments to the landlord, unless you sublease the premises from one of our affiliates. In that case, you will make rental payments to our affiliate. (See Item 6.) As <lur4her->described above, we estimate that the rent for a Non-Baking Facility might range from $500 to $2,700 per month.

The average cost to equip <a>fan in-line or prefabricated baking kiosk] Cookie System Facility is $28,000 to $60,000, if you develop a new location, and $0 to $60,000, depending upon the condition of the existing equipment, if you purchase an existing location. If you buy the equipment at an existing Cookie System Facility, the type, amount and age of the equipment will determine its purchase price. If you buy equipment for a Cookie System Facility that you are remodeling, the equipment you replace will determine its purchase price. These amounts do not include sales tax or freight and delivery charges.

These estimates include construction costs (labor and material) for typical tenant improvements and remodeling necessary to prepare a site for operation of <a>[an in-line or prefabricated baking kiosk] Cookie System Facility as well as the estimated costs for necessary trade fixtures, such as display cases, signage, counters and work tables, and equipment, such as ovens, refrigerators, beverage dispensers, coffee preparation and dispensing equipment, small wares and cash registers. The estimates also include construction management costs, general conditions, builders risk/liability insurance and financing costs. If you develop a new Cookie System Facility, you must also employ and pay an architect or engineer to prepare a site plan and other construction documents. Although we will provide you with prototypical plans and specifications at no additional cost to you, you must pay an architect or engineer to adapt these plans and specifications to city, state and local building codes and to the specific site chosen for your Facility. These estimates do not include lease costs. Your actual construction costs will depend on numerous factors, such as the condition of the premises, duration of the building process (delays), union labor requirements, contractors' fees, signage, availability of materials and equipment, interest rates, and the insurance coverage you choose.

~~<Theso estimat~~e~~s also do not inclu~~d~~e any amount you might spend on computer equipment. As of the dat~~e ~~of this Offering Circular, we do not r~~e~~quir~~e ~~you to use any~~

~~comput~~e~~r hardwar~~e ~~or software in tho operation of your Facility and, thor~~o~~foro, your initial inv~~e~~stment for thi~~s ~~item may bo $0. If w~~e ~~do, however, require you in the future to purchas~~e~~, install and ugo computer hardware and softwar~~e ~~which moot our specifications and~~ s~~tandards, wo estimate that you will incur costs of $1,250 to $7,500 or mor~~e~~. We also currently require that you hav~~e ~~access to the Internot in ordor to submit r~~e~~ports, including Gross Sales reports and financial stat~~e~~ments, for your Facility to us electronically. Wo also require you to establish and maintain a valid~~ e~~mail addr~~e~~ss and authoriz~~e ~~us to communicate with you by that method at tho addr~~e~~ss. S~~ee ~~Item 11 of this Offering Ciroular for moro information on our right to r~~e~~quire you to purchase, install and u~~se ~~comput~~e~~r hardware and~~ s~~oftwar~~e ~~in th~~o ~~futuro.~~>

[A modular_r prefabricated baking kiosk is a free-standing Cookie System Facility that is operated within a mall, shopping center or other site, but is not a permanent. in-line structure. It is. however, usually operated under a long-term lease, as opposed to a short-term or month-to-month lease that mav be available for a Non-Baking Kiosk.___The modular unit is assembled using many prefabricated

components that are built off-site, often at a savings over traditional construction methods. Tt is typically most appropriate for high-traffic center court or corridors within larger metropolitan malls. Tf vou find a site that we approve for installation of this type of unit, vou will pav the same initial franchise fee as vou would for an inline Cookie System Facility, and vou must purchase the prefabricated components from a vendor or vendors we designate, as described in Ttem 81

As explained in Item 5 of this Offering Circular, you may have the opportunity to acquire the assets of an existing Cookie System Facility from MFOC. In that case, you would pay the purchase price for the Cookie System Facility assets and would not incur the construction and development expenses described in Note 4 above. The method of determining the purchase price for the assets of an existing Cookie System Facility is described in Item 5 of this Offering Circular; however, the range of prices is typically as disclosed in the chart above. A portion of the price is attributable to goodwill and going concern value of the Cookie System Facility. You may be required to sign a Confidentiality Agreement in the form of Exhibit M ~~<in conn~~e~~ction~~ >with your purchase of a Cookie System Facility or franchise. You will not pay any fee to us under the Confidentiality Agreement^

TAs of the date of this Offering Circular, we have designated the Treatware point of sale software system bv Innovative Computer Systems. Inc. ("ICS"* and Dell Optiplex 1701, Computers with Windows XP Professional. PC Anywhere 11.5 Software and a Dell Photo Printer - A922. as the required point of sale and computer system for use in vour Store. The Dell Computers also act as vour registers, operating with the TCS Treatware software. We estimate that the initial cost of this POS software and computer system is from S3.S00 to S4.500. Tn addition to this initial cost vou will be required to pav to ICS or its designee a monthly maintenance and subscriber fee of from S65 to $75. We also currently require that von have wireless Internet access in vour Store premises for use hv vour customers and in order to submit reports for vour Store, including Gross Revenues reports and financial statements, to us electronically, and to allow us to access information directly from vour POS system. We also require vou to estahlish and maintain a

valid email address and authorize us to communicate with vou by that method at the address. The initial cost for wireless Internet installation is approximately SI 50 with a subscription rate of $200 per year or more, depending on vour service provider, and these fees are not included in the $3.500 to $4.500 initial costs described above in this Note 6. though thev are included in the ranges in the table. See Item 11 of this Offering Circular for more information on our right to require vou to purchase, install and use computer hardware and software in the future.]

<6^-You must have a supply of flavorings, garnishments, food and beverage products, small kitchenwares, cleaning supplies, paper and packaging supplies, beverage cups and lids, report forms and marketing and point-of-sale materials during your operation of the Facility. You may buy these items from our affiliates or independent suppliers.

If you buy an existing Cookie System Facility, the Facility's current inventory already will include many of these items. However, you might have to buy more soon after taking over the Facility.

<^Factors affecting the exact cost are fuel or car rental expenses, hotel and food rates, compensation for you and your employee and airfare and other travel expenses. We estimate these expenses to be $1,000 to $3,500 for each person. You may not attend training <~~prior to~~>[hgjQX] signing your Franchise Agreement. (See Item 11.)

<&^-The chart contains the estimated cost of required insurance coverage for a 3 month start-up period; however, we cannot estimate precisely the insurance premiums you will pay at your Facility. Numerous factors affect premiums, including the insurance company, a state's workers' compensation rates, the fire rating on the Facility's structure, the Facility's size and excess or extra coverages you choose. We have the right to designate, as part of our System Standards, the types, amounts, terms and conditions of insurance coverage that the Facility must carry. (See Section 8.A of the Franchise Agreement.) As of the date of this Offering Circular, we require you to obtain and keep in force the following insurance coverages on a primary non-contributory basis, with us and our affiliates named as an additional insured on each policy:

(a) Property Insurance. Property insurance for all of your goods, fixtures, furniture, equipment, and other personal property located on your Facility premises providing insurance to the extent of 100% of the full replacement cost against loss or damage from fire and other risks normally insured against in special cause of loss coverage. You will also maintain business income and extra expense coverage to cover loss of income and extra expenses for at least one year.

(b) Liability Insurance. Liability insurance on an occurrence basis, insuring against all liability resulting from damage, injury, or death occurring to persons or property in or about your Store premises (including products liability insurance and broad form contractual liability coverage), the liability under this insurance to be at least $1,000,000 for one person injured, $1,000,000 for any one accident, and $1,000,000 for property damage.

(c) Workers' Compensation and Employers' Liability Insurance. You must maintain and keep in force all workers' compensation insurance on your employees that

is required under applicable workers' compensation laws of the state where your Facility is located. You must also maintain and keep in force employers' liability insurance on your employees, with liability limits of no less than $100,000 per accident for bodily injury by accident, and $100,000 per employee for bodily injury by disease, with no less than a $500,000 policy limit for bodily injury by disease.

(d) Other Insurance Policies. Any additional insurance policies that a prudent franchisee in your position would maintain or as we reasonably require.

liL <9t-You may be required to pay a security deposit under your real estate lease and other deposits for utilities and insurance premiums. Lease security deposits are typically due upon signing the lease and are typically refundable if you do not default on your lease. Your lease may also require you to pay the last month's rent in advance. Deposits for utility services are typically required at the time the service is applied for, and may or may not be refundable. You must confirm all of the specific deposits required. The amount for licenses and permits can vary significantly in different areas, and you should verify specific amounts with local authorities.

1L <40^-You may find it necessary to retain an attorney to review the real estate lease or sublease, the franchise documents, or to assist in forming a corporation, partnership, or limited liability company. You may also retain an accountant for advice in establishing and operating your franchise business and filing necessary tax forms and returns.

JJL <44^-This item estimates your initial start up expenses (other than the items identified separately in the table). These expenses include payroll costs but not any draw or salary for you. These figures are estimates, and we cannot guarantee that you will not have additional expenses starting the business. Your costs will depend on how much you follow our methods and procedures; your management skill, experience and business acumen; local economic conditions; the local market for your products and services; the prevailing wage rate; competition; and the sales level reached during the initial period.

13. <45r-We relied on our and our affiliates' over 20 years of collective experience in operating and franchising [in-line ]Cookie System Facilities to compile these estimates. You should review these figures carefully with a business advisor before deciding to purchase the franchise. Except for the Sublease Agreement described in Item 10, we do not offer financing directly or indirectly for any part of the initial investment. The availability and terms of financing depend on the availability of financing generally, your creditworthiness and collateral and lending policies of financial institutions from which you request a loan.

Item 8

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

You must operate the Facility under our System Standards. System Standards may regulate, among other things, the types, models and brands of fixtures, furniture, furnishings, equipment, signs, materials and supplies you must use in operating the Facility, required or authorized products and services and product and service categories, product preparation, storage, handling

and packaging procedures, product inventory requirements, and designated or approved suppliers of necessary items and services (which may be limited to or include one or more of our affiliates). Currently, you must purchase all Cookie Ingredients only from us or our affiliates. We and our affiliates are the exclusive source to protect the quality and uniformity of the products baked at Cookie System Facilities, which are critical to our system, and to preserve the trade secret status of our recipes. We and our affiliates make a profit on these direct sales. You also must buy a special type of oven that an unaffiliated company manufactures and, as described below, purchase Coca-Cola products from Coca-Cola USA. We or our Affiliates may also license with various paper manufacturers or distributors to produce branded or proprietary paper products that you must purchase for your Facility from our designated supplier. Except as described in this Item 8 and Item 11 (relating to future computer hardware and software purchases), there are no goods, services, supplies, fixtures, equipment, inventory, computer hardware and software, or real estate for the Facility that you must purchase or lease from us or our affiliates or a designated supplier.

However, to maintain the quality of the goods and services that Cookie System Facilities sell and the reputation of our system, you must buy or lease fixtures, furniture, equipment, supplies, furnishings, food products, and similar items that meet our minimum standards and specifications and, for some items, we may require you to purchase from suppliers that we approve. Our standards and specifications may impose minimum requirements for delivery, performance, reputation, design and appearance. We will notify you in our Operations Manuals or other communications of our standards and specifications and/or names of approved suppliers. There might be situations where you may obtain items from any supplier who can satisfy our requirements and, therefore, would be an approved supplier. We or any of our affiliates may be an approved but not the only supplier of equipment, flavorings, garnishments, food and beverage products, small kitchenwares, cleaning supplies, paper and packaging supplies, beverage cups and lids, report forms, and marketing and point-of-sale materials. We and our affiliates make a profit on any direct sales to you.

Currently, Bintz Equipment Company ("Bintz") is an equipment and smallware supplier that meets our standards and specifications. Bintz offers equipment and smallwares to Great American Cookie Company franchisees. In some instances, Bintz may be the only source of supply for certain items of equipment and smallwares that satisfy our standards and specifications.

[As of thg date of this Offering Circular, we have designated the Treatwaje point of

Sale system hv ICS. and Dell Optinlex 1701, Computers with Windows XP Professional. PC Anywhere 11.5 Software and a Dell Photo Printer - A922. as the required point of sale and

information. While vou mav obtain this software and equipment from anv authorized dealer who sells them, we may periodically negotiate with one or more vendors to provide discounts or incentives that mav reduce vour cost of purchasing the equipment. We will provide vou with details on anv discount or preferred provider program as part of our process for approving plans for constructing or remodeling vour Cookie System Facilitv.1

[ ]If you want to use any item or service that we have not yet evaluated or to buy or lease

from a supplier that we have not yet approved, you first must submit sufficient information, specifications and samples for us to determine whether the item or service complies with System

Standards or the supplier meets approved supplier criteria. We may charge you a reasonable fee to cover our costs in making this decision and will, within a reasonable time (typically 60 days), give you our decision. We periodically will establish procedures for submitting requests for approval of items, services and suppliers and may impose limits on the number of approved items, services and suppliers. Supplier approval might depend on product quality, frequency of delivery and standards of service and might be temporary, until we evaluate the supplier in more detail. We may inspect a proposed supplier's facilities during the approval process and after to make sure that the supplier continues to meet our standards. If it does not, we may revoke our approval by notifying the supplier and you in writing.

oBesides these purchases or leases, you must obtain and maintain, at your own expense, the insurance coverage that we and the Facility's lease periodically require and meet the other insurance-related obligations in the Franchise Agreement. See Item 7 for more information regarding the insurance coverages and policy limits that you must maintain.

Cost of coverage depends on the insurance carrier's charges, terms of payment and your history. (See Item <?>[2J) All insurance policies must name us as an additional insured party. If you sublease the premises from one of our affiliates, our affiliate may be required to be a co-payee of the check that the insurance company issues for any loss proceeds due to a loss at the Facility.

Before you use them, you must send us for approval samples of all advertising, promotional and marketing materials which we have not prepared or previously approved. If you do not receive written disapproval within 15 days after we receive the materials, they are approved. You may not use any advertising, promotional or marketing materials that we have disapproved.

Unless you buy an existing Facility, you must develop the Facility. We will give you mandatory and suggested specifications and layouts for a Cookie System Facility, including requirements for dimensions, design, image, interior layout, decor, fixtures, equipment, signs, furnishings and color scheme. You must prepare all required construction plans and specifications to suit the shape and dimensions of the premises and ensure that these plans and specifications comply with applicable ordinances, building codes, permit requirements, and lease requirements and restrictions. We must review and approve all plans and specifications before you begin constructing the Facility to make sure they meet our design requirements. You must submit all revised or "as built" plans and specifications during construction. You must use licensed architects and general contractors whom we approve to prepare plans, drawings and construction specifications and to develop the Facility. We may inspect the Facility during its development.

[ ]The Facility must be at a site that we have accepted. We also must accept the lease or

sublease for the premises. If you do not sublease the premises from one of our affiliates, you must, at our request, collaterally assign the lease or sublease to us as security for your timely performance of your obligations under the Franchise Agreement and get the lessor's consent to

the collateral assignment, by signing, and using your best efforts to obtain your landlord's signature, on a lease addendum in form and content acceptable to us. This means that, if you do not fulfill your obligations, we may take over the premises. Our standard form of Collateral Assignment of Lease is attached to this Offering Circular at Exhibit I. In some cases, though, you will sublease the premises from one of our affiliates, and our affiliate will be the prime tenant with the shopping center or other landlord. You will pay us or our affiliate, as designated by our affiliate, all lease-related charges, and we or our affiliate will pass these amounts over to the landlord (without mark-up). The Sublease Agreement you will enter into with one of our affiliates is described in Item 10 and it is included in Exhibit D.

We and our affiliates participate in a nationwide marketing program sponsored by Coca-Cola Fountain or its affiliates. You must participate in the program and purchase Coca-Cola post-mix soft drink products and certain other beverages and products required under this Coca-Cola program for use at your Facility. You may purchase Coca-Cola products from any authorized Coca-Cola distributor. Coca-Cola Fountain or its affiliates currently pays us or our affiliates, amounts based <upen>[flnj purchases by each franchisee. These funds may be used to develop and implement marketing and promotional activities designed to benefit the entire Great American Cookie Company System, and to increase the sale of Coca-Cola products at all Cookie System Facilities. Any amounts received by us or our affiliates from Coca-Cola USA will not reduce the payments you <aro re~~quired to~~>[must] make to us under the Franchise Agreement.

In the fiscal year ending <~~Januarv 1 >~~[r)ecqmhpr 3j_r] 2005, our revenue from all of the items described above that franchisees were required to purchase from us or our affiliate, Great American Manufacturing, was approximately $<~~15.357.000~~>[16.862.000] which is approximately <90>[99.6]% of our <~~and our~~ >affiliate, Great American Manufacturing's total annual revenue of $<~~17.097.000.~~>[16.932.000.] We derived these amounts from our internally prepared financial statements.

In addition, during <2QQ4t>[2005.] we and our affiliates recognized approximately $<1.^~~100.00Q~~>[3_f899.000] received from[_oihE] suppliers and vendors, based <upen>[finj arrangements for purchases by us, our affiliates, and our and their respective franchisees, and/or referrals from us or our affiliates of franchisees to suppliers and vendors (excluding amounts received by our affiliates from suppliers and vendors based <upen>[oji] purchases of required yogurt and ice cream products by TCBY franchisees). This amount represents approximately <^1->[M1% of MFFB and its subsidiaries' total revenues for <30G4r>[2QQL]

All of the required purchases and leases described above, whether from us or our affiliates or other third parties, represent 90% or more of your total purchases and leases in establishing and then operating the Facility.

For purposes of this Item 8, references to your Facility include any [modular. prefabricated baking kiosks and ]Non-Baking Facilities you operate under a Non-Baking Facility Addendum. You must purchase your Non-Baking Facility and related signage from an approved supplier, and <sueh>[JJiaseJ items must meet our then current standards and specifications.

We and our affiliates had the right in the past, and we and our affiliates have the right in the future, in addition to the amounts received from distributors and suppliers as described above

in this Item 8, to receive rebates or other payments from distributors and suppliers, based (directly or indirectly) on sales to franchisees and company-owned stores, and from other service providers. These payments have ranged or may range from less than 1% up to 15% or more of the amount of those purchases by franchisees. We do not negotiate purchase arrangements from suppliers or service providers for the benefit of franchisees.

Item 9

FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.

Obligation	Section in Agreement*	Item in Offering Circular
a. Site selection and acquisition/lease	Sections ID and 2A and B; also see the Sublease Agreement, Collateral Assignment of Lease and Option Agreement	Items 7, 8, 10, 11 and 12
b. Pre-opening purchases/leases	Sections 2B, C, D and E and 8; also see the Asset Purchase Agreement	Items 5, 6, 7, 8 and 11
c. Site development and other pre-opening requirements	Sections 2C, D, E and F	Items 7, 8 and 11
d. Initial and ongoing training	Sections 4A and B	Item 11
e. Opening	Section 2F	Item 11
f. Fees	Sections 1E(1), 2C and E, 3A, B, C, D and E, 4A, B and C, 10B, 11C(5) and (6), 11E(2), 12A, 13C, 14F and 16C; Sections 1.4, 2.5, 3.4, Article 4, Article 5, and Sections 12.3,12.4, and 12.5 of Sublease Agreement; Option Agreement	Items 5, 6 and 7
g. Compliance with standards and policies/Operating Manuals	Sections 4B and C and 8	Items 8 and 11
h. Trademarks and proprietary information	Sections 5 and 6; Article 7 of Asset Purchase Agreement; see also Confidentiality Agreement and Option Agreement	Items 13 and 14
i. Restrictions on products/services offered	Sections ID and 8A	Items 8,11,12 and 16
j. Warranty and customer service requirements	Section 8; Article 5 of Asset Purchase Agreement
k. Territorial development and sales quotas	Section 1E(1)	Item 12
1. On-going product/service purchases	Section 8; Article 5 of Asset Purchase Agreement	Items 6 and 8

Obligation	Section in Agreement*	Item in Offering Circular
m. Maintenance, appearance and remodeling requirements	Sections 8 and 12A; Article 2 and Article 8 of Sublease Agreement	Items 11,16 and 17
n. Insurance	Section 8A(13); Article 8 of Sublease Agreement	Items 7 and 8
o. Advertising	Section 3.C	Items 6 and 11
p. Indemnification	Section 15D; Sections 2.5(a), 3.4, 6.7, 6.9 and 8.1 of Sublease Agreement; Sections 7.3 and 7.4 of Asset Purchase Agreement; Section 5.3 and Exhibit B of Option Agreement; Section 7 of Assignment, Assumption and Consent	Item 6
q. Owner's participation/ management/staffing	Sections 4A and 8A	Items 11 and 15
r. Records/reports	Sections 9 and 10B
s. Inspections/audits	Section 10; Section 2.6 of Sublease Agreement	Item 6
t. Transfer	Section 11; Article U of Sublease Agreement; Section 8.1 of Asset Purchase Agreement; see also Option Agreement, Assignment, Assumption and Consent and Term Pre-Purchase Addendum	Item 17
u. Renewal	Section 12	Item 17
v. Post-termination obligations	Section 14; Sections 2.5(a), 3.2, 3.3, 3.4, 6.7,6.9, 8.1 and 13.12 of Sublease Agreement; Sections 7.3, 7.4 and 8.10 of Asset Purchase Agreement	Item 17
w. Non-competition covenants	Sections 7 and 14D	Item 17
x. Dispute resolution	Sections 16F, G, H and I; Section 7.2 of Option Agreement	Item 17
y. Assumption of Management	Section 13C	Item 17

*Unless otherwise noted, Section references are to the Franchise Agreement.

Item 10

FINANCING

Except as described below, neither we nor our affiliates offer direct or indirect financing to franchisees. Neither we nor our affiliates guarantee any note, lease or other obligation which you may enter into or incur.

As explained in Item 6 of this Offering Circular, one of our affiliates (sometimes referred to in this Offering Circular as the "Sublessor"), may sublease the premises for your Facility to you. In <sueh>[that] case, you must sign a standard form of Sublease Agreement included in Exhibit D to this Offering Circular. If you are an entity, the Sublessor has the right to require that each of your entity owners guaranty payment and performance of your obligations under the Sublease Agreement by signing a Guaranty in the form attached to the Sublease Agreement.

You must pay rent and other amounts due under the Sublease Agreement in the same amounts as the rent and other amounts due from the tenant under the Sublessor's lease (the "Master Lease") of the premises from the landlord (Article 1 and Article 4 of the Sublease Agreement). You must always pay us or the Sublessor, as directed by the Sublessor, the full amount of all rental payments due. You may not deduct any amount for any claim you may have against us, the Sublessor or any of our other affiliates. The rent due will vary with the location of the premises, and neither we nor our affiliates can estimate that amount. Typically, monthly rental payments will be based on factors such as the current market value of similar properties, the perceived market value of your Facility based <upen>[fia] its location and traffic patterns, sales volumes, and so forth.

The Sublessor has the right to require you to pay a security deposit under the Sublease Agreement (Section 1.4(c) and Section 5.1 of the Sublease Agreement). Typically, a security deposit will be the equivalent of one month's rent

The Sublease Agreement does not contain any prepayment penalties.

If you do not make your rental payments within 10 days of the due date or if you commit another breach of the Sublease Agreement or the Master Lease and do not remedy the breach within the time periods specified in the Sublease Agreement, the Sublessor has the right to reenter the premises and relet the premises either with or without terminating the Sublease Agreement, and the Sublessor has the right to sue you to collect any unpaid rent or other amounts due (Section 12.2 of the Sublease Agreement). The Sublessor can collect our costs of enforcement and collection, including court costs and attorneys' fees (Section 13.2 of the Sublease Agreement), The Sublessor also has the right to charge a $100 late fee for each delinquent payment (Section 12.4 of the Sublease Agreement). In addition, late payments will bear interest from the due date until paid at a rate equal to the lesser of the highest applicable legal rate for open account business credit, or 1.5% per month (Section 12.3 of the Sublease Agreement).

Your breach of the Sublease Agreement and loss of possession of the premises is also a default under the Franchise Agreement and would permit us to terminate the Franchise Agreement (Section 13.B(6) and (15) of the Franchise Agreement).

In Section 8.7 of the Sublease Agreement, the Sublessor and you mutually waive your respective rights of recovery against each other and the "Related Parties" (as defined in Section 2.5(a) of the Sublease Agreement) for losses or damage insured against under the insurance required to be maintained under Article 8 of the Sublease Agreement, even if the loss or damage is caused by negligence.

In Sections 12.5 and 12.6 of the Sublease Agreement, you waive any right to claim that certain actions by the Sublessor, such as making payments on your behalf to cure a default, the Sublessor's waiver of a previous breach, or the Sublessor's course of conduct in accepting rental payments or partial rental payments during periods of default constitute a waiver of any of the Sublessor's legal rights. Even though you make a payment to us or our affiliates accompanied by a statement that acceptance of the payment will constitute an accord and satisfaction of the full amount due, we or our affiliates may accept the payment without the payment being deemed to be an accord and satisfaction and without waiving any of the Sublessor's rights to recover the balance of any amount due or to pursue other remedies for your breach of the Sublease Agreement.

Neither we nor our affiliates have any past or present practice or intention to sell, assign or discount all or part of any financing arrangement to any third party. Neither we nor our affiliates receive any payments for the placement of financing.

Item 11

FRANCHISOR'S OBLIGATIONS

Except as listed below, neither we nor our affiliates need provide any assistance to you.

Before you open the Facility, we or our affiliates will:

1. Accept the site you propose for the Facility if it meets our criteria for demographic characteristics, traffic patterns, character of neighborhood, competition from, proximity to and the nature of other businesses, other commercial characteristics, and the site's size, appearance and other physical characteristics. (Franchise Agreement - Section 2.A.) We may refer you to a broker in your geographic area or provide other services to assist you in finding a site, although you are not required to use the broker or accept the other services. In some cases, however, you will sublease the premises from one of our affiliates under the Sublease Agreement. (See Items 1, 7, 8 and 10.) Because Cookie System Facility franchises are granted for a specific location and the specific location must be designated in the Franchise Agreement before it is signed, we will not offer you a franchise for a Cookie System Facility nor require you to pay an initial franchise fee until we have agreed upon a site. Our approval of a site and any information given to you regarding proposed sites do not constitute an express or implied representation or warranty of any kind as to the suitability of the proposed sites for your Facility or for any other purpose. Our approval indicates only that we believe that the particular site falls within our criteria as of the time period encompassing the evaluation.

2. Give you mandatory and suggested specifications and layouts for a Cookie System Facility, including requirements for dimensions, design, image, interior layout, decor, fixtures, equipment, signs, furnishings and color scheme. (Franchise Agreement - Section 2.C.)

3. As discussed in Item 8, identify the fixtures, furniture, furnishings, equipment (including computer hardware and software), signs, food products, materials and supplies and services you need to develop and operate the Facility, the minimum standards and specifications you must satisfy and the designated or approved suppliers from whom you must or may buy or lease these items and services (including our affiliates). (Franchise Agreement - Sections 2.D., 2.E. and 8.A.)

4. Help you determine the initial order of Cookie Ingredients that you will need to purchase from us or our affiliates.

5. Loan you one copy of our Operating Standards and Product Procedures Manuals and other Manuals (the "Operations Manuals"), the tables of contents of which are Exhibit G. (Franchise Agreement - Section 4.C.)

6. Train you (or your managing owner) and one employee, as described below, (Franchise Agreement - Section 4.A.)

During your operation of the Facility, we or our affiliates will:

1. Advise you regarding the Facility's operation based on reports you submit or inspections we make. We also will guide you on standards, specifications and operating procedures and methods that Cookie System Facilities use; purchasing required fixtures, furniture, furnishings, equipment, signs, products, materials and supplies; advertising and marketing programs; employee training; and administrative, bookkeeping and accounting procedures. We will guide you, in our Operations Manuals, bulletins or other written materials, during telephone consultations and/or during consultations at our office or the Facility. (Franchise Agreement - Section 4.B.). At our option, we will furnish or make available to you these items in the form of paper copies, electronic copies on computer diskette or CD Rom, or electronic copies accessed through the internet or other communications systems.

2. Give you, at your request, additional or special guidance, assistance and training. (Franchise Agreement - Section 4.B.) (See Item 6.)

3. Loan you one copy of the Operations Manuals, containing the materials (including audiotapes, videotapes, magnetic media, computer software and written materials) that we generally give franchisees to operate Cookie System Facilities. The Operations Manuals contains mandatory and suggested specifications, standards, operating procedures and rules ("System Standards") that we periodically require. We may modify the Operations Manuals periodically to reflect changes in System Standards. (Franchise Agreement - Section 4.C.)

4. Issue and modify System Standards for Cookie System Facilities. We periodically may modify System Standards, which may accommodate regional or local variations, and these modifications may require you to invest additional capital in the Facility and/or incur higher operating costs. (See Item 16.) (Franchise Agreement - Sections 8.A. and 8.B.)

5. Inspect the Facility's operation to help you comply with the Franchise Agreement and all System Standards. (Franchise Agreement - Section 10.A.)

6. Let you use our confidential information. (Franchise Agreement - Section 6.)

7. Let you use our Marks. (Franchise Agreement - Section 5.)

8. Periodically offer refresher training courses. (Franchise Agreement - Section 4.A.)

9. Provide advertising and marketing services to you as explained below.

We and our affiliates currently utilize point of purchase printed advertising for the sale of our products, goods and services at Cookie System Facilities. We do not generally utilize electronic media such as radio or television. Our advertising is done at the local store level, although the materials used are produced for national distribution at all Cookie System Facilities owned and operated by our affiliates. We may also conduct coupon promotions. In such case, we may require you to accept coupons that are issued by us or our affiliates and presented at your Facility by your customers. You will receive certain compensation for these coupons when you tender them to us in accordance with our System Standards. We typically conduct company promotions on a regional basis. We currently use national advertising firms for the production of advertising materials.

We may provide you with copies of advertising, marketing and promotional formats and materials for use in your Facility, which we have prepared using Marketing Fees we have collected from Cookie System Facilities. For example, we may send you posters for use in your Facility. You are only required to pay shipping and handling costs for these items or, if you want additional or replacement copies, our direct cost of producing such items together with any related shipping, handling and storage charges. In addition to these items, we may also offer you the option of purchasing other advertising, marketing and promotional formats and materials that we have prepared and that are suitable for use at local Cookie System Facilities. We may provide samples, copies or information explaining these items to you. For example, we may send you a picture or a single sample of a holiday drink container and give you the option of purchasing quantities of the container from us or one of our affiliates for use in your Facility. If you elect to purchase any <s«6ft->items from us or our affiliates, we will provide them to you at our direct cost of producing them, plus any related shipping, handling and storage charges. You must participate in all mandatory promotions and product roll-outs that are agreed upon by the franchisee marketing committee (if the franchisee association has established that committee or one

performing a similar function) and us. If you do not place minimum orders of products and other items necessary for a mandatory promotion or product roll-out by a certain date, we have the right to send, or direct suppliers to send, an automatic shipment of a specified minimum quantity of such products and items to you, and you must accept and pay for them upon receipt. All payments for the items described in this paragraph are nonrefundable and cannot be applied against the weekly Marketing Fees that you <~~aro required to~~>[iMSt] pay to us, as<-~~furth~~er> described in Item 6 of this Offering Circular and below (Franchise Agreement, Section 3.C.3).

You may use advertising materials prepared by you if the materials (a) comply with the requirements of Articles 5 and 10 of the Franchise Agreement, (b) are completely clear and factual and not misleading, and (c) conform to the highest standards of ethical marketing and promotion policies which we have the right to prescribe. Before use, you must submit to us for approval all press releases and policy statements and samples of all local advertising, marketing and related materials not prepared or previously approved by us. We will not unreasonably withhold our approval. You may only use pamphlets, brochures, cards or other promotional materials offering free products if prepared by us, unless otherwise approved in advance by us. However, we will give favorable consideration to your use of free product cards developed by you, if the cards clearly state that they may only be redeemed at stores owned by you. If we do not give you written approval of any advertising or other promotional materials within 15 days from the date of receipt by us of the materials, we will be deemed to have disapproved the submission. You may not use any advertising, marketing or related materials that we have disapproved. You must list your Facility in the principal telephone directories distributed in your metropolitan area (Franchise Agreement, Section 3.C.2).

You must pay to us a Marketing Fee of 1% of your Facility's Gross Sales. You must pay Marketing Fees by pre-authorized electronic bank transfer, at the same time that you pay the Royalty (Franchise Agreement, Sections 3.B. and 3.C.3(a)). Cookie System Facilities owned by us or our affiliates in the same market area as you will contribute Marketing Fees on the same basis as you (Franchise Agreement, Section 3.C.l(a)). As of the date of this Offering Circular, we do not organize, maintain or otherwise make use of advertising cooperatives, nor do we require you to join one, although we have the right to do so in the future. We are not required to spend any particular amount on advertising in the area in which your Facility is located.

We will administer the Marketing Fees we collect and direct all marketing programs financed by the Marketing Fees, and have the right to determine the creative concepts, materials and endorsements used and the geographic, market and media placement and allocation. We have the right to use the Marketing Fees we collect to pay the costs of preparing and producing video, audio and advertising materials; administering regional and multi-regional marketing programs, including purchasing direct mail and other media marketing and employing advertising, promotion and marketing agencies to assist with

advertising; and supporting public relations, market research and other advertising, promotion and marketing activities. We have the right, at our option, to use Marketing Fees to prepare, furnish and/or offer for sale to you advertising, marketing and promotional formats and materials.

We will account for the Marketing Fees we collect separately from our other funds, although we are not required to establish a separate marketing fund or bank account for such fees. We have the right to use the Marketing Fees we collect to defray the salaries, administrative costs and overhead we may incur in activities related to our marketing programs, including conducting market research, preparing advertising, promotion and marketing materials and collecting and accounting for the Marketing Fees we collect. On your prior written request made within the first quarter of any calendar year, we will make available to you no later than 120 days after the end of each calendar year, an annual statement of moneys collected and costs incurred for our marketing programs. No independent audit is required~~< in connoction>~~ with this statement or the Marketing Fees we collect. We have the right in the future to create a marketing fund to be operated by us or through another form of entity separate from us (Franchise Agreement, Section 3.C. 1(c)). Any marketing fees we collect but do not spend in the fiscal year in which they were accrued will be carried forward to the following fiscal year.

We intend to use the Marketing Fees we collect to maximize recognition of the Great American Cookie Company name and Marks as well as to increase patronage of Cookie System Facilities. Although we will endeavor to utilize the Marketing Fees to develop advertising and marketing materials and programs and to place advertising that will benefit all Cookie System Facilities, we cannot ensure you that our expenditure of Marketing Fees in or affecting any geographic area will be proportionate or equivalent to the Marketing Fees paid to us by Cookie System Facilities operating in that geographic area or that any Cookie System Facility will benefit directly or in proportion to the Marketing Fees it pays to us from the development of advertising and marketing materials or the placement of advertising (Franchise Agreement, Section 3.C.l(d)).

In <QQ4t>[2Q05.] Marketing Fee contributions were used as follows: (i) production/<me~~rGhandiGing: 53>~~[media: 33]%: (ii) administrative expenses: <42>[47]%: and (iii) other expenses, including <~~cortain coots of mailing and r~~e~~production: 5%. In 2003~~>~~[amounts repaid to us for amounts we spent on~~ advertising and related expenses in prior years in excess of the marketing

fggs we collected during those years and a carry forward of funds to next

year: : 20%. Tn 2005.] we did not spend any of the Marketing Fees that we received for advertising that was primarily a solicitation for the sale of franchises, nor do we intend to do so in <2©Q4r>[2QⁿiL]

In addition to the Marketing Fees you pay to us, you must also spend on advertising any amount required under your lease or sublease. Those amounts typically vary from lease to lease, and therefore, franchisees are not obligated to spend the same amount on local advertising and marketing (Franchise Agreement, Section 3.C.2). If you are developing a new Cookie System Facility, you must

also conduct a grand opening advertising and promotion program as explained above in this Item 11 and in Item 5 of this Offering Circular.

In addition to the information provided in this Item 11 about advertising and marketing, you should review the material in Items 6, 8 and 9 of this Offering Circular.

10. ~~<In operating your Facility, you must purchase and use tho number of oloctronic cash registers n~~e~~cessary for the size of your Facility. Currently, wo do not roquire that you purchase a particular brand or mod~~e~~l of~~ ele~~ctronic cash r~~e~~gister, although any oloctronic cash r~~e~~gist~~e~~r you use must b~~e ~~capabl~~e ~~of collecting and g~~ene~~rating sal~~e~~s data and category totals and transaction count totals. In tho future, you will be responsibl~~e ~~for any and all upgrad~~e~~s to your electronic cash registers, as w~~e ~~det~~e~~rmin~~e ~~to be necessary. In addition, wo havo th~~e ~~right to independently access tho information and data you collect and gathor. W~~e ~~currently require that that vou hav~~e ~~nno~~e~~sn to the Int~~erne~~t>[As of the date of this Offering Circular, we~~ require vou to use the Treatware noint of sale software system hv TCS flnnovative Computer Systems^ as the point of sale system in vour Facility. Tn addition, we currently require vou to purchase and use two Dell Qotiplex 1701, Computers with Windows XP Professional. PC Anywhere 11.5 Software and a Dell Photo Printer - A922 in the operation of your Store. The Dell Computers also act as vour registers, operating with the ICS

Treatware software.__Wc also currently require that yow. baye weiess

Internet access in vour Facility premises for use bv vour customers andl in

order to submit [reports for vour Facility, including lGross Sales reports and financial statements< ~~for your Focility~~>[J to us electronically~~^ W~~e ~~al50~~>[,_anj|_

to allow us to access information directly from vour POS system.__la.

addition, we] require you to establish and maintain a valid email address and authorize us to communicate with you by that method at the addressf. Currently.

Internet. See Ttem 7 for an estimate of the costs associated with the POS software and computer system, and wireless Internet access.] (Franchise Agreement - Section 2.E.)

~~<As of th~~e ~~date of this Off~~e~~ring Circular, w~~e ~~do not require you to us~~e ~~any computer hardware or software in th~~e ~~operation of your Facility, although you mu~~s~~t havo tho ability to acc~~e~~ss th~~e ~~Intern~~e~~t as d~~e~~scrib~~e~~d above. Currently, you may use any Intern~~e~~t s~~e~~rvic~~e ~~provider and any comput~~e~~r hardwar~~e ~~and software that allows vou to acc~~e~~ss the Int~~erne~~t. W~~e ~~hav~~e the ~~right. how~~ever.>[We have the right] to require you in the future to purchase, install and use computer hardware and software which meet our specifications and standards, as modified by us. You must purchase, install and begin using any required computer hardware and software in your Facility within 60 days of our notice to you. <eu-~~will be allow~~e~~d to purchaso any required computer hardwar~~e ~~and~~ s~~oftwar~~e ~~from any supplier who can satisfy our standards and specifications.~~Tho ~~principal function of any r~~e~~quired computer hardwar~~e ~~and softwar~~e ~~will b~~e ~~to facilitat~~e ~~tho reporting requirem~~e~~nts under tho Franchise Agreement.As of th~~e ~~dat~~e ~~of this Offering Circular, wo havo not~~ e~~stablished any specifications or~~ s~~tandard~~s ~~for~~

~~comput~~e~~r hardware or softwar~~e.~~Cons~~e~~quently, wo aro unabl~~e ~~to designate a brand or typ~~e ~~of computer that m~~e~~ots our sp~~e~~cifications and standards.~~ >We have the right to require you, at your sole expense to upgrade <aay->required computer hardware and software<~~, onc~~e es~~tablish~~ed,> to meet our then current standards and specifications. Your obligation to purchase required computer hardware and software, however, will not exceed $7,500 during any year or $12,500 during the term of the Franchise Agreement. We also have the right to independently access the information and data you collect and gather using any required computer hardware and software,

11. We estimate that it will be 2 to 9 months between the time you sign the Franchise Agreement and open your Facility, but the interval depends on the site's location and condition, the Facility's construction schedule, the extent to which you must upgrade or remodel an existing location, the delivery schedule for equipment and supplies, delays in securing financing arrangements and completing training, and your compliance with local laws and regulations. If you buy an existing Facility, we estimate the interval to be one to 3 months. You may not open the Facility for business until: (1) we accept the Facility in writing; (2) pre-opening training is complete to our satisfaction; (3) you have paid the initial franchise fee and all other amounts then due to us; and (4) you give us copies of all required insurance policies or other evidence of insurance coverage and payment of premiums. Subject to these conditions, you must open the Facility for business within 180 days after signing the Franchise Agreement or by the date the lease specifies, whichever is earlier. (Franchise Agreement - Section 2.F.)

12. Before the Facility opens, we will provide initial training on operating a Cookie System Facility to up to 2 persons who will be responsible for the management of the Facility, one of whom must be you or your managing owner. Approximately 9 working days of training will occur at our designated training facility in Salt Lake City, Utah, at a certified training store location in Atlanta, Georgia or Dallas, Texas, or some other location we designate. The 2 attendees must complete initial training to our satisfaction and participate in all other activities required to operate the Facility. Although we do not charge separately for this training (except when there is a transfer), you must pay all travel and living expenses which you and your employees incur. [All of vour training attendees must he sufficiently proficient in the English language to successfully complete our training program (which we offer only in the English language^. to adequately communicate and correspond with us and vour employees, customers. manufacturers, suppliers, vendors and distributors, and to effectively fulfill

Cookie System Facility. ]One of our affiliates or an existing franchisee may also make an optional (or in the future a mandatory) 7-10 day in-store work experience available to you at its Cookie System Facility. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you a fee for any in-store work experience you attend, but we have the right to do so in the future.

13. You must replace the manager if we determine that he or she is not qualified to hold this position. Under no circumstances will you allow the Facility to be

managed by someone who has not been certified by us as satisfactorily completing our training program. If you (or your managing owner) cannot complete initial training to our satisfaction, we may terminate the Franchise Agreement. (Franchise Agreement - Section 4.A.)

14. We expect that training will occur while you are developing the Facility. You may not attend training until after you have signed your Franchise Agreement. We plan to be flexible in scheduling training to accommodate our personnel, you and your personnel. We have monthly training schedules. You generally must complete training no more than 45 days before the Facility opens. As of the date of this Offering Circular, we provided the following training:

Sabi«rt>

<Ti»e> <Beg«n>

<Ins~~truetional~~> <~~Manual~~>

~~<Hour~~s of> ~~<Training>~~

<Ins~~tructor~~ >

<~~OFERATIONS COURSE: ordering, approved produot lines, storage, display, packaging, maintenanc~~e ~~and equipmcnt~~>

<~~Day 1 2~~>

<Ope~~rating Standards and Produot Proo~~e~~duroo Manuals, Training Manuals and Vidcos~~>

<U>

<~~Noto 1~~>

~~^TECHNICAL SKILLS: store op~~e~~rations, baking, production, projootionc d~~e~~oorating and soh~~o~~duling~~>

<~~Day 3 5~~>

<~~Operating Standards and Produot Procedures Manuals, Training Manuals and Vid~~oos>

<34rQ>

<~~Not~~e 1>

<~~MANAGEMENT SKILLS: hiring, disciplin~~e~~, docum~~e~~ntation, administration, custom~~e~~r service and selling slrill~~s>

<~~Day 6 7~~>

<Ope~~rating Standards and Produot Procedures Manuals, Training Manuals and Vid~~eos>

<±2>

<~~Not~~e 1>

<~~COMPANY~~

~~CULTURE: w~~e~~lcom~~e~~, safety and markoting~~>

<Bay-8>

<~~Operating Standards and Produot Proc~~e~~dures Manuals, Training Manuals and Videos~~>

<4>

<~~Note 1~~>

<~~Knowledg~~o ~~Ass~~e~~ssm~~ent

<©ay-9>

<~~Opcrating Standard~~s ~~and Produot Proc~~e~~dur~~e~~s Manuals, Training Manuals and~~ Vidoos>

<2>

<~~Not~~e 1>

rnmei

[IiaxI]

tSohtectl

[Training Overview. Company History. Famous Brands University and Store Tour. Introduction to Great American Cookies-Introduction to Core Line-Un. Baking, and Post Bake

IB.QUIS Of Instruction

____1____

DLfl]

fLocationl [Training

Facility]

[DaxZ]

to Product

ILS]

TTraining Facilitvl

[Pay 3]

[Baking Cookie Cakes and

other Products. Decorate Cookie Cakes. Time

&5]

[Training Facilitvl

[Dav 41

Waste Control. Beverages. Building a Strong Retail Team. H/R and Payroll Issues!

[123

[Training Facilitvl

[Dav 51 rCustomer Service. Mvsterv

Shopper Reports. Importance of Sampling. Training. Motivating. Coaching, and Leading. Individual Action

mm]

[&fi]

[Training

Facilitvl

IJiayJt] rFinancial Management.

Inventory. Loss Prevention. Marketing Department Presentation. Review POS Svsteml

ffiJO

[Training

[Day 73

TTour of Franchise Support

Center, Tnsmn

[425]

Regulations, Health

Denartment Ins|

Critical Control Points Chart]

[Dav 81 fFinal Knowledge Assessment.

Store Experience Prep.

Complete Class Evaluations

Graduation ]

CLfl]

[Training Facility]

'<-Ke~~n &~~J~~wards>~~[Kim Browning], our Training Manager, will supervise training. <KeH>fKim] has over 5 years of experience with us and our affiliates in training and operations. If any part of your training occurs at a certified training store, Cookie System Facility employees also will provide training in the areas in which they have experience.^ Approximately three Quarters of these hours are spent conducting hands-on training in the Training Facility "Store/Kitchen" setting, with the other one quarter consisting of classroom instruction] <______________________>

You (or your managing owner) and/or previously trained and experienced managers must attend any periodic refresher training courses that we provide and pay the applicable fees (see Item 6) and travel and living expenses. You also must pay us for training new managers hired after the Facility opens.

Item 12

TERRITORY

You will operate the Facility at a specific location that we first must approve. This is the only right we give you. You do not have any exclusive or protected area around the Facility, any other territorial rights, any options or rights of first refusal to acquire more franchises for Cookie System Facilities (except as noted below) or any similar rights or protection. You may not operate the Facility from another location without our written approval. Under the Franchise Agreement, you generally may sell authorized and approved products and services only over-the-counter at your location and may not have any mail order, delivery or other activities where you sell or deliver products or services away from your location.

Because you have no territorial or similar rights, we (and our affiliates, if any) may do whatever we want whenever and wherever we want. For example, we may establish and allow other franchisees to establish Cookie System Facilities at any location and on any terms and conditions we feel appropriate, including in other spaces and at other locations within your Facility's shopping mall or center. However, if we decide during the term of your Franchise Agreement to establish or allow another franchisee to establish a Cookie System Facility within your Facility's shopping mall or center, we first will notify you of our desire to do so. If you (and your owners) are fully complying with the Franchise Agreement, you will have a right of first refusal to acquire a franchise for that Cookie System Facility on the terms of our then current franchise agreement. To exercise this right, you have 30 calendar days after we notify you of our plans to tell us that you want to acquire a franchise for that Cookie System Facility. If you do not exercise your right of first refusal, or you (or your owners) are not fully complying with the Franchise Agreement, or you choose not to acquire a franchise for the Cookie System Facility, we may establish or allow another franchise to establish a Cookie System Facility within your shopping mall or center on any terms and conditions we feel appropriate.

We also may sell identical, similar or dissimilar products and services, whether identified by the Marks or other trademarks or service marks, through any distribution channels we feel appropriate, wherever located or operating. In addition, as discussed in Item 1, we or one of our affiliates that we have now or in the future, may acquire or actively seek to acquire businesses or franchise systems that are your competitors and such competitors may have locations near your Facility, including locations within the same shopping mall. Further, as discussed in Item 1, we

or one of our affiliates that we have now or in the future, may enter into co-branding arrangements. These activities may compete with you.

We periodically might allow you to sell some or all of the products that you produce at the Facility from one or more Non-Baking Facilities. You may do so only with our written approval and only in the manner we specify. You must sign our Addendum to Franchise Agreement For Non-Baking Facilities included as Exhibit C of this Offering Circular (the "Addendum"). You may not operate any Non-Baking Facility unless it is specifically identified in the Addendum and operated exclusively in the shopping mall or center. Your right to operate Non-Baking Facilities, however, always will be subject to the primary landlord's consent and any conditions it imposes. If the landlord withdraws its consent, you must stop operating the Non-Baking Facility immediately.

Except as provided in the Addendum, the Franchise Agreement controls your operation of Non-Baking Facilities. You may not begin operating a Non-Baking Facility until we notify you in writing that it meets our standards and specifications. We may terminate the Addendum if we decide to establish or allow you or others to establish other Cookie System Facilities within your shopping mall or center. (See Item 17.)

Our affiliates have the right to do the following: (1) franchise, license and/or own and operate Great American Cookie Company Cookie System Facilities, Mrs. Fields Retail Outlets (including Mrs. Fields Cookie Stores), Pretzel Time stores, Pretzelmaker stores, TCBY stores, <~~and .Tuico Works unitG~~>[Test Stores and Y^ftvana Stores] at any locations, including locations near your Facility, and on any terms and conditions as our affiliates deem appropriate; (2) sell and license and franchise others to sell products and any other products or services under any trade names, trademarks, service marks, trade dress or other commercial symbols of our affiliates, through alternative channels of distribution (including internet, mail-order and telephone sales, the sale of refrigerated ready-to-bake cookie dough and proprietary batter, dough and other ingredients for making cookies to retail outlets, the sale of refrigerated ready-to-bake pretzel dough to retail outlets, and the sale of frozen yogurt, frozen yogurt mix, premium ice cream and ice cream specialty products to a variety of customers, including hotels, restaurants, clubs, independent ice cream stores, department stores, supermarkets and grocery stores); and (3) franchise, license and/or own and operate businesses (including dessert and snack food businesses) at any locations, including locations near your Facility, and on any terms and conditions as our affiliates deem appropriate, or distribute products or services through alternative channels of distribution which are similar to the Great American Cookie Company Products under trade names, trademarks, service marks, trade dress or other commercial symbols other than the Great American Cookie Company Trademarks or those owned by our affiliates. These activities may compete with you.

Item 13

TRADEMARKS

The Franchise Agreement licenses you to use the trademark "Great American Cookie Company," as well as other trademarks, service marks, trade names and commercial symbols

(collectively, the "Marks"). We also claim common law trademark rights for all of the Marks. We have filed or intend to file all required affidavits and renewals for the Marks listed below.

Principal Trademarks	Principal/ Supplemental Register	Registration Number	Registration Date
GREAT AMERICAN COOKIES (and Design)	Principal	2,281,010	09/28/99
Great American Cookie Co. (Stylized)	Principal	1,657,698	09/17/91
Great American Cookies	Principal	]	<04->[]15]/<24->[I2]/<9
Great American Cookie Company (and Design)	Principal	2,156,880	05/12/98

As ~~<furthor~~ >described in Item 1 of this Offering Circular, as part of the Contributions which took place on March 16, 2004, MFOC contributed the Marks to MFFB and, ultimately, to us, the new owner of the Marks.

You must follow our rules when you use the Marks. You may not use any Mark as part of your corporate or legal business name or with modifying words, terms, designs or symbols (except for those we license to you). You may not use any Mark in selling unauthorized products or services or in any other way we have not expressly authorized in writing. You may not use any Mark as part of an electronic mail address or on any sites on the internet. You may not use or register the Marks as an internet domain name.

There are currently no effective material determinations by the United States Patent and Trademark Office ("USPTO"), the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, or any pending infringement, opposition or cancellation proceeding, or any pending material litigation, involving the Marks. There are currently no agreements in effect that significantly limit our rights to use or license the use of any Marks in any manner material to the franchise. There are no infringing uses actually known to us that could materially affect your use of the Marks.

You must notify us immediately of any infringement or challenge to your use of any Mark, or of any claim by any person of any rights in any Mark, and you may not communicate with any person other than us and our attorneys, and your attorneys, in any infringement, challenge or claim. We may take the action we feel is best (or no action if we feel none is necessary) and control exclusively any litigation, USPTO proceeding or any other administrative proceeding from the infringement, challenge or claim or otherwise concerning any Mark. You must sign any documents and take any action that, in the opinion of our attorneys, are necessary or advisable to protect and maintain our interests in any litigation or USPTO or other proceeding or otherwise to protect and maintain our interests in the Marks.

We will reimburse you for all damages and costs you incur in any proceeding disputing your right to use the Marks if you have timely notified us of the claim or proceeding and complied

with the Franchise Agreement. We may defend and control the defense of any proceeding concerning your use of any Mark.

We may modify or discontinue using any Mark and/or use one or more additional or substitute trade or service marks, and you must comply with any change or modification within a reasonable time after receiving notice. We will reimburse you for your reasonable direct expenses of changing your Facility's signs. However, we need not reimburse you for any loss of revenue due to any modified or discontinued Mark or for your expenses in promoting a modified or substitute trademark or service mark.

Item 14

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

[On Decemher 30. 2005. we filed a copyright application for materials associated with our Great American Cookies mascot the "Cookie Man". We have not received a filing numher at this time for the application. ]There are no patents or copyrights currently registered that are material to the franchise, although we do claim copyright ownership and protection in our Franchise Agreement forms, Operations Manuals, bulletins, memoranda, charts, advisories, cookie designs, promotional and advertising materials, plans and specifications for Cookie System Facilities, and similar items used in operating the Facility. You may use these items only in the way we specify and only while operating your Facility.

There are no currently effective determinations of the Copyright Office (Library of Congress), USPTO, Board of Patent Appeals and Interferences, or any court, or any pending infringement, opposition or cancellation proceeding or any pending material litigation involving any patents or copyrights. There are currently no agreements in effect that significantly limit our rights to use or license the use of any patents or copyrights in any manner material to the franchise. There are no infringing uses actually known to us that could materially affect your use of the patents or copyrights. We need not protect or defend copyrights, although we intend to do so when this action is in the best interests of our system.

Our Operations Manuals and other materials contain our confidential information. This information includes site selection criteria; recipes; methods, formats, specifications, standards, systems, procedures, sales and marketing techniques, knowledge and experience in developing and operating Cookie System Facilities; marketing and advertising programs for Cookie System Facilities; knowledge of specifications for and suppliers of certain fixtures, furniture, furnishings, equipment, products, materials and supplies; and knowledge of the operating results and financial performance of Cookie System Facilities other than your Facility.

You must promptly disclose to us all ideas, concepts, techniques or materials concerning a Cookie System Facility, whether or not protectable intellectual property and whether created by or for you or your owners. These will be our exclusive property and part of the system and works made-for-hire for us. You and your owners must sign any documents we request to show our ownership of, or to help us obtain intellectual property rights in, these ideas, concepts, techniques or materials.

You may not use our confidential information in an unauthorized manner and must take reasonable steps to prevent its disclosure to others.

Item 15

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

You must at all times faithfully, honestly and diligently perform your obligations under the Franchise Agreement, continuously exert your best efforts to promote and enhance the Facility and not engage in any other business or activity that conflicts with your obligations to operate the Facility properly. System Standards may regulate staffing levels and management, communicating the identities of Facility personnel and employee qualifications, training, dress and appearance (although you alone are responsible for selecting and promoting your employees, the hours they work, their rates of pay and other benefits, the work assigned to them and their working conditions). Although we recommend it, you (or your managing owner) need not participate personally in the Facility's direct operation. In that case, however, you must hire someone who will manage the Facility's day-to-day operations on site. You (or your managing owner) and each of your managerial employees must be certified by us as having completed initial training satisfactorily. You must replace any of your managerial employees who are not qualified to hold this position. A managerial employee need not have an equity interest in the Facility but must agree in writing to preserve any confidential information to which he or she has access and not to compete with Cookie System Facilities. Your managing owner must have at least a 25% ownership interest in your profits, losses and assets.[ We have the right to require vour training attendees (including vou and anv Entity Owner or manager) to sign a Confidentiality Agreement in the fnrm of Exhibit M to this Offering Circular in our favor as a condition of attending our training program. 1

If you are a corporation, limited liability company or partnership, your owners [("Entity Owners") ]must personally guarantee your obligations under the Franchise Agreement and also agree to be personally bound by, and personally liable for the breach of, every provision of the Franchise Agreement, both monetary and non-monetary obligations, including the confidentiality and non-compete obligations. This Guaranty is part of the Franchise Agreement and is included in Exhibit B as Appendix A to the Franchise Agreement. If we, in a given case, do not require one of your owners to sign the Guaranty, that owner still must agree to comply with all of the non-monetary obligations in the Franchise Agreement as if he or she were the franchisee, including the confidentiality and non-compete obligations. Your officers and directors also must comply with this requirement. Our standard Principal's Agreement is included in Exhibit B as Appendix B to the Franchise Agreement.

[ During the term of the Franchise Agreement, vou (or if vou are an entity, an Entity

Owner who manages or oversees the management of vour Facility) must he sufficiently proficient in the English language to adequately communicate and correspond with us and customers, manufacturers, suppliers, vendors and distributors, and to le management of vour Facility. Pi Franchise Agreement, vou (or if you are an entity, an Entity Owner wl oversees the management of vour Facility* also must be authorized to w< without sponsorship hv lis or one of our Affiliates. As a condition of enuring into a

Franchise Agreement, von (or if vou are an entity, the Entity Owner who will manage or oversee the management of vour Facility^ will he required to successfully pass a workplace appraisal test in the English language, and to provide proof satisfactory to us of vour for vour Entity Owner's) authority to work in the U.S. without sponsorship bv us or one of our Affiliates.]

Item 16 RESTRICTIONS ON WHAT THE FRANCHISE OWNER MAY SELL

You must offer all products and services that we periodically require for Cookie System Facilities. You may not offer any products or services that we have not authorized. (See Item 8.) Our System Standards may regulate required or authorized products and services, product and service categories and product inventory requirements. We periodically may change required and/or authorized products and services and product and service categories. There are no limits on our right to do so. In addition, as< ~~furthor~~> described in Items 1 and 12, we and our affiliates may make co-branding arrangements available to you.

You need not invest additional capital in the Facility during the first 2 years of the term of your Franchise Agreement unless your lease or applicable laws require you to do so. You need not spend $10,000 or more on capital modifications during the last 2 years of the Agreement's term unless we then agree to grant you a successor franchise when the Agreement expires. Lastly, you need not spend $25,000 or more on capital modifications during any 3 year period (except for the last 2 years, during which there are no limits). Subject to these limitations, we will give you 60 days to comply with capital modifications that will cost up to $5,000, 120 days to comply with capital modifications that will cost between $5,000 and $10,000, and 180 days to comply with capital modifications that will cost over $10,000. (See Item 12 for certain territorial, customer and operating restrictions.)

litem 17

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this Offering Circular.

Provision	Section in Agreement*	Summary
a. Term of the franchise	Section 1 .D; Sections 3.1, 3.2 and 3.4 of Sublease Agreement	Equal to current term of lease or sublease for premises Unless otherwise terminated under its terms, the term of the Sublease Agreement will continue until expiration of Franchise Agreement or one day before termination of Master Lease
b. Renewal or extension of the term	Section 12; TermPre-Purchase Addendum; Section 3.1(b) of Sublease Agreement	If you are in good standing, you may acquire a successor franchise on our then current terms under our then current form of Franchise Agreement. In certain circumstances, you may also be required or allowed to pre-purchase additional term under the Franchise Agreement. If you are not in default of Sublease Agreement and Master Lease would expire before the Franchise Term ends and Master Lease contains renewal options, Sublessor will exercise the renewal options at your request
c. Requirements for you to renew or extend	Section 12	Maintain possession of premises or find acceptable substitute premises, remodel Facility under our then current standards, sign our then current form of franchise agreement and other documents and pay fee
d. Termination by you	Section 13.A	If we breach Agreement and do not cure default after notice from you
e. Termination by us without cause	None; Section 6.1 of Asset Purchase Agreement	We may not terminate you without cause MFOC has the right to terminate

Provision	Section in Agreement*	Summary
		Asset Purchase Agreement if you do not enter into the Franchise Agreement
f. Termination by us with cause	Section 13.B; Section 12.2 of Sublease Agreement	We may terminate only if you or your owners commit one of several violations MFOC has the right to terminate Sublease Agreement if you are in default
g. "Cause" defined - defaults which can be cured	Section 13.B; Section 12.1 of Sublease Agreement	You have 3 days to cure health, safety or sanitation law violations, 7 days to cure monetary defaults and 30 days to cure operational defaults and other defaults not listed in (h) below; you generally have 5 days to cure defaults under Sublease Agreement Curable defaults under Sublease Agreement: (1) monetary defaults may be cured within 10 days of due date; (2) involuntary bankruptcy or other involuntary insolvency events are defaults if not discharged within 60 days; and (3) any other default of -Sublease Agreement not listed above or in "17.h." below may be cured within 15 days after written notice
h. "Cause" defined - defaults which cannot be cured	Section 13.B; Section 12.1 of Sublease Agreement	Non-curable defaults include: failure to open and/or operate Facility, unapproved transfers, material misrepresentations or omissions, conviction of a felony, any judgments, executions or liens against the Facility remain unsatisfied and unbonded of record for more than 15 days, notice of termination under another agreement with you for failure to pay monies owed, dishonest or unethical conduct, uncured or uncurable default under lease, unauthorized use or disclosure of confidential information, failure to pay taxes, failure to comply with System Standards, understating

Provision	Section in Agreement*	Summary
		Gross Sales, repeated defaults (even if cured), an assignment for the benefit of creditors and an appointment of a trustee or receiver, or other grounds stated in Section 13.B of the Agreement Non-curable defaults under Sublease Agreement: (1) voluntary bankruptcy or other voluntary insolvency events; (2) unauthorized assignment of Sublease Agreement or granting of subleases thereunder; (3) abandonment of or failure to actively operate your Facility; (4) breach of Master Lease or Franchise Agreement; or (5) repeated defaults, even if cured
i. Your obligations on termination/nonrenewal	Section 14; Sections 3.2 and 3.3 of Sublease Agreement	Obligations include payment of outstanding amounts, complete deidentification and return of confidential information (also see (o) and (r) below) Upon termination or nonrenewal of Sublease Agreement, you must surrender the Facility premises and repair damage caused by removal of personal property
j. Assignment of contract by us	Section 11 .A; Article 6 of Option Agreement; Section 11.3 of Sublease Agreement	No restriction on our right to assign Franchise Agreement and Option Agreement, and Sublessor's right to assign Sublease Agreement
k. "Transfer" by you -definition	Section 12.B; Sections U.l and 11.2 of Sublease Agreement	Includes transfer of Franchise Agreement and Facility's assets and ownership change No assignment of Sublease Agreement or sublease of Facility premises without MFOC's consent
1. Our approval of transfer by you	Section ll.C; Assignment, Assumption and Consent; Section 8.1 of Asset Purchase	We must approve all transfers; no transfer without our written consent MFOC has the right to approve all

Provision

Section in Agreement⁴

Summary

Agreement; Sections 11.1 and 11.2 of Sublease Agreement

transfers of Asset Purchase Agreement

Sublessor has the right to approve all proposed assignments of Sublease Agreement and any subleases of Facility premises

m. Conditions for our approval of transfer

Section 11. C; Assignment, Assumption and Consent; Term Pre-Purchase Addendum

60 days prior written notice to us in a form satisfactory to us, new franchisee qualifies, you pay us all amounts due and submit all reports, you have not defaulted during previous 90 days, new franchisee (and its owners and affiliates) do not engage in a competitive business, lease transferred, transferee assumes your Agreement, then current transfer fees paid, you, transferee and us sign an Assignment, Assumption and Consent, which contains a release of claims against us; at our option, transferee signs our then current Franchise Agreement and guaranty (if applicable) for remaining term of Franchise Agreement being transferred; you or your transferee pays the transfer fee, we approve material terms of transfer, including purchase price, you subordinate amounts due to you, you deidentify, you have sufficient term remaining under the Franchise Agreement, or the transferee has agreed to purchase from us sufficient additional term, to equal the term of their lease and to meet our standard for transfers; you and transferee use a licensed escrow professional or other acceptable third party to conduct the closing of the transfer; you or your transferee agrees to any refurbishment we require, you remain liable under Agreement during remaining term and you sign other documents we require (also see (r) below)

n. Our right of first refusal to acquire your business

Section ll.G

We may match any offer for your Facility or an ownership interest in you

Provision	Section in Agreement*	Summary
o. Our option to purchase your business	Section 14.E; Option Agreement	We may buy the Facility at fair market value after the Agreement terminates or expires (without renewal), In addition, at your request, we may enter into an optional Option Agreement with you for the potential purchase of your business by us or our assignee.
p. Your death or disability	Section 11 .E	Assignment of franchise or ownership interest in you to approved party within 12 months; we may manage Facility if qualified manager not present
q. Non-competition covenants during the term of the franchise	Section 7	No diverting business and no controlling ownership interest in, or performing services for, competitive business anywhere; no interference with our or a franchisee's employees
r. Non-competition covenants after the franchise is terminated or expires	Section 14.D	No direct or indirect ownership interest in, or performing services for, competing business for 1 year at Facility's premises or within 5 miles of premises (same restrictions apply after transfer but for 2 years)
s. Modification of the agreement	Section 16 J; Section 13.13 of Sublease Agreement	No modifications generally but we may change Operations Manuals and System Standards Modifications of Sublease Agreement must be in writing and signed by all parties
t. Integration/merger clause	Section 16.L; Section 13.13 of Sublease Agreement; Section 10 of Assignment, Assumption and Consent; Section 12 of Confidentiality Agreement	Only the terms of the Franchise Agreement (including the Operations Manuals), the Sublease Agreement, the Assignment, Assumption and Consent, the Confidentiality Agreement and other documents you sign with us or our affiliates are binding (subject to state law). Any other promises might not be enforceable
u. Dispute resolution by arbitration or mediation		The Franchise Agreement and Sublease Agreement do not include this type of provision

Provision

Section in Agreement*

Summary

v. Choice of forum

Section 16.H

Litigation generally must be in Utah (subject to state law)

w. Choice of law

Section 16.G; Section 8.5 of Asset Purchase Agreement; Section 13.9 of Sublease Agreement; see also Confidentiality Agreement

Utah law applies to Franchise Agreement, Asset Purchase Agreement, Option Agreement and Confidentiality Agreement, unless governed by applicable federal law

Sublease Agreement are governed by the law of the state in which the Facility premises are located

Unless otherwise noted, Section references are to the Franchise Agreement.

These states have statutes that may supersede the Franchise Agreement, Asset Purchase Agreement, Confidentiality Agreement, Construction Agreement, Sublease Agreement and other agreements in your relationship with us or our affiliates, including the areas of termination and renewal of your franchise: [ALASKA [Stat. Sections 45.45.700-45.45.7901. ^ARKANSAS [Code Sections 4-72-201 - 4-72-210], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Sections 42-133e - 42-133h], DELAWARE [Code Sections 2551 - 2556], [FLORIDA IStat. Section 542.335]. ]HAWATI [Rev. Stat. Section 482E-6], IDAHO [Code <Se6tkms>[Section] 29-<400>[lifl]], ILLINOIS [815 ILCS Sections 705/<4 ~~and 705/17~~>[l] - <~~705/20~~>[41]], INDIANA [Code Sections 23-2-2.7-1 ~ 23-2-2.7-7], IOWA [Code Sections 523H.1 - 523H.17 and 537A.10], MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat. Sections 80C.14 and 80C.21], MISSISSIPPI [Code Sections 75-24-51 - 75-24-63], MISSOURI [Rev. Stat. Sections 407.400 - 407.413 and 407.420], NEBRASKA [Rev. Stat. Sections 87-401 - 87-410], NEW JERSEY [Rev. Stat. Sections 56:10-1 - 56:10-12], [NORTH CAROLINA . Stat. Section 22R-31. ]RHODE ISLAND [Stat. Sections 19-28.1-14 - 19-28.1-16; Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim enforceable under this Act"], SOUTH DAKOTA [SDCL Sections 37-5A-51 and 37-5A-51.1], VIRGINIA [Code Sections 13.1-557 - 13.1-574], WASHINGTON [Rev. Code Section 19.100.180], WISCONSIN [Stat. Sections 135.01 - 135.07]. These and other states may have court decisions that may supersede the Franchise Agreement, Asset Purchase Agreement, Confidentiality Agreement, Construction Agreement, Sublease Agreement and other agreements in your relationship with us or our affiliates, including the areas of termination and renewal of your franchise.

Item 18

PUBLIC FIGURES

We do not use any public figure to promote our franchise.

Item 19

EARNINGS CLAIMS

Except as attached as Exhibit N, we do not furnish or authorize our sales persons to furnish any oral or written information to prospective franchisees concerning the actual or potential revenues, sales, costs, income or profits of a Cookie System Facility. Actual results vary from store to store, and we cannot estimate the results of any particular franchise.

Attached as Exhibit N to this Offering Circular is an Earnings Claim, which includes, as qualified in Exhibit N, gross sales by quartile of the <4^6>[194] fully-reporting franchised Cookie System Facilities located in the United States that were operated for GACC's entire <2004>[2flfl5] fiscal year (January <S_r2QQ4>[2_l_2QQ5] to ~~<January l>~~[Decemher 31.] 2005). The earnings claim figure for franchised Cookies System Facilities in Exhibit N do not reflect the cost of sales, operating expenses, or other costs or expense that must be deducted from the gross revenue or gross sales figures to obtain your net income or profit. r\Ve do not include data about costs or expense because we do not currently have a source for this information that we feel is reliable from a broad enough sample of franchised locations.!

<~~Alao includ~~e~~d in th~~e ~~Earnings Claimo is the gross sales and average rev~~e~~nues, certain~~ expenses~~and EBITDA (earnings b~~e~~foro int~~ere~~st,taxes,depreciation, amortization and impairment charg~~e~~s) of 2~~8 ~~Cookie System Facilities located in th~~e ~~United States that MFOC owned and op~~e~~rat~~e~~d for its entire 2001 fiscal year (January 3, 2001 to January 1, 2005). Your financial results may diff~~e~~r from the information sot forth in Exhibit N.~~ Substantiation of all data illustrated in Exhibit N will be made available to you upon reasonable demand. You should conduct an independent investigation of the costs and expenses you will incur in operating your Facility. Franchisees or former franchisees, listed in this Offering Circular may be one source of information.

[Item 20]

Item 20

LIST OF OUTLETS

SYSTEMWIDE FRANCHISED

FACILITY STATUS SUMMARY

FOR YEARS (2005/)2004/2003</2M&> (U

State	Transfers	Canceled Or Terminated(2)	Not Renewed	Reacquired By Franchisor(3)	Left The System Other	Total From Left Columns(4)	Franchises Operating At Year End (5)(6)<(7)>
Alabama	[Xft i/<xrt >	[fl/JO/l</0>				1/1/1	[l/J16/14</±#>
Arizona	\XQ0/1XA >					Ui]o/o<^->	2/2/<4->]
Arkansas							<3>]/3/3
California		<WJ->				*<m&>*	1/1/1
Colorado	atf]i/o</o >	<4->[fi]/l/l				[fl/J2/l<&>	[I/]l/2</4>
Florida	[2fll/3<A >	[2fll/l</0>				[5fl2/4</3>	K4/]22/20</3G>
Georgia	[i/]l/(K4->			<©/©A>		[Ifll/0</2->	[2&]21/17<^3>
Illinois		1/1/<0>[1]		0/<4->[&]/l		UZ]l/2</i>	y/]4/2</4>
Indiana	rjflOAXrt->	UZ]0/0</t>		<0/©/2->		[2/]0/0</4>	y/]5/4</4>
Iowa	[3Z]4/0</0 >	[&]l/0</0>				Btf5/0</©>	[I/J9/1(K4G>
Kansas							Bfl2/1<A>
Kentucky	l/<0>[l]/0	[flI]0/l</0>				1/1/<0>[1]	8/<?>[fi]/7
Louisiana							[I&\|12/8</7->
Maryland							2/2/2
Michigan							1/1/1
Minnesota	ri/o/oi	0/<4->[ft]/l				[l/]0/l<^>	1/1/<2>[1]
Mississippi							3/3/3
Missouri	[fi]0/3</0 >	[flfl0/l</2->				\M\0/4<&>	9/<7>[2]/7
Nebraska							1/1/1
Nevada							3/3/3
New Jersey	<©/©&>	0/<4>[ft]/l				[&]0/i</2->	3/3/<4>[2]

State	Transfers	Canceled Or Terminated(2)	Not Renewed	Reacquired By Franchisor^)	Left The System Other	Total From Left Columns(4)	Franchises Operating At Year End <5)(6)<f?)>
New Mexico				*\Mon<M>*	[flflO/l</0 >	<4->[fl]/0/l	UZ]0/1^4->
New York	>					[flfl0/l</©>	5/5/5
North Carolina	[Qfl5/1<& >	[2Z]o/i<a>				[2Z]5/2<#>	[Uifll5/14<&4>
TNorth Dakotal							UiM]
Ohio	T2/0/Q]	[iai/o</o>				[4Z]l/0</0>	[i0i]12/10</8>
Oklahoma	UZflZO]	<GW>				[&]0/0<^>	[2/]6/4^>
Pennsylvania		<w>o/ium				<4/>0/ltfL]	4/4/4
South Carolina							[lfl]7/4<^>
South Dakota	[flfll/(X/0 >					\M\UQ<&>	1/1/1
Tennessee	>	[LMtj		0/0/<-t>[fl]		Won<Mr>	<«>[12J/13/13
Texas	aao/i</o >	[lfl0/l<4>				[Ifl0/2<A>	[54i]52/50<^44>
Virginia	UZ]3/0<^0 >	i/<o>UJ/o				[2]4/0</e>	7/7/7
West Virginia	[fi2]3/0</0 >					j^]3/0^0>	6/6/6
Wisconsin		<0/0/2>				<0/0/2->	1/1/1
Totals	[12021/11 <A3>	[U/]7/10<^i4>	0/0/0	mon<s>	o/o/<o>rjj	[2&]28/23</ 39>	T275/1259/23K/2 2>

(1) The numbers are as of [December 31. 2005. ]January 1, 2005, [andJJanuary 3, <3©04-~~and D~~ece~~mber 2~~8~~, 2002.~~>[2fllH.] As of each of these dates, GACC was the franchisor of the Great American Cookie Company franchise system. As a result of the Contributions on March 16, 2004 (which are further described in Item 1 of this Offering Circular), we are now the franchisor of the Great American Cookie Company franchise system and a party to the franchise agreements for all existing Cookie System Facilities listed on this chart.

(2) Includes Cookie System Facilities that have been closed by mutual agreement between GACC and the respective franchisee.

(3) The numbers in this column indicate the Cookie System Facilities reacquired by GACC, the franchisor of the Great American Cookie Company franchise system for the 3-year period covered by this chart. As further described in Item 1 of this Offering Circular, we are now franchisor of the Great American Cookie Company franchise system.

(4) The numbers in the "Total" column may exceed the number of outlets affected because several events may have affected the same outlet. For example, the same outlet might have had multiple owners, or we might have reacquired a terminated outlet,

(5) Includes <±S>[14] Cookie System Facilities (5 in Alabama, 1 in Florida, 1 in Indiana, 1 in Iowa, 1 in Louisiana, 1 in Nebraska, 1 in Oklahoma, 1 in South Dakota and <>[!] in Texas) that are combo locations with Pretzelmaker Stores.

(6) Includes <9>[&] Cookie System Facilities (<1 i~~n Fl~~o~~rid~~a, >1 in Kansas, 2 in North Carolina, 1 in New Jersey, 2 in Ohio, 1 in South Carolina and 1 in Texas) that are combo locations with Pretzel Time Stores.

<(7) ~~Doog not include 1 Cookie Sy~~ote~~m Fac~~ility in Te~~xas~~ tha~~t i~~s te~~mpora~~rily closed.>

STATUS OF MFOC OWNED FACILITIES FOR YEARS [2flQ5Z]2004/2003<&O02>(l)

State	MFOC-Owned Facilities Closed During Year(2)	MFOC-Owned Facilities Opened During Year	MFOC-Owned Facilities Sold to Franchisees During Year	Total MFOC-Owned Facilities Operating At Year End(3)K4W
<Alabama>	*«mn>*			<0/0/0>
Arizona	[QflO/l</0>			0/0/<3>[fi]
Arkansas	0/0/<±>[Q]		[2/M]	<a>[fl]/2/2
Connecticut	[Ql]on<&>			<G/04>
Florida			[2fl2/l<^>	[flfl2/4</5>
Georgia	[Q]l/2<&>	<WA>	[2Z]2/2</0>	[2/]5/8<A5>
Illinois	[GZ]l/0</2>	<Q/OT>	[i/]2/0</G>	[flfll/4<&>
Indiana	[flfll/0<>	<0/0A>	[&]l/0<^©>	0/<2>[Q]/2
Iowa				1/1/1
Kansas			*WM\*	<4->ffi]/l/l
Kentucky			OQZ]1/1<^0>	[flfl0/l</2>
Louisiana	[&]l/0</2>		[fld4/l</0>	[QQ\/6<&>
<Massachusetts >	<o/e/±>
Missouri			[GZ]2/1</G>	[Q[\Qf2<&>
New Mexico			[&]1/0<^G>	[flZ]0/l<^0>
<New York>	*<m&>*

State	MFOC-Owned Facilities Closed During Year(2)	MFOC-Owned Facilities Opened During Year	MFOC-Owned Facilities Sold to Franchisees During Year	Total MFOC-Owned Facilities Operating At YearEnd(3)[{4)]
North Carolina			[Ifl0/1<&>	[Jlfll/1<>
Ohio	<0>[1]/0/0		[flZ]2/l<A>	[flZ]l/3</4>
Oklahoma	[Gfli/l<#>	"	[Qfll/O</0>	[02]O/2<#>
Pennsylvania	HiflO/i</o>		[fl/]O/2</0>	<©/0&>
South Carolina			[2Z]3/l</0>	[fli]3/6</7>
Tennessee	[flZ]0/l<^0>	*<mn>*	<0/0A->	<GAJ4>
Texas	*<wm>*		[2/]0/4<4>	UZ]3/3</7>
Virginia	[flflO/l«Q>		l/<0>[l]/0	[fl/]l/2<^>
Totals	[lZ]5/8<44>	0/0/<6>[fl]	[1]22/<25A6>[ is	[4Z]22/<29#0>[4 2]

(1)

(2) (3)

The numbers are as of [December 31. 2005. ] January 1, 2005, [anjJJJanuary 3, <~~2004 and Dec~~embe~~r 2~~8~~, 2002.~~>[2^ftJH₁]

The "Facilities Closed" column <~~inolud~~es>[ floes npt include 1] Cookie System <~~Faoilities~~feat~~MFOC~~ne~~longeroperat~~es~~becaus~~e-~~MFOC~~soldthemte~

This chart only includes the Cookie System Facilities owned and operated by MFOC in the United States, and does include any Cookie System Facilities owned and operated by MFOC or any of our other affiliates outside of the United States. As of the date of this Offering Circular, we do not own or operate any Cookie System Facilities in the United States or elsewhere.

PROJECTED SYSTEMWIDE OPENINGS AS OF <JANUARY 1,>[~~PECEMPER3~~1.] 2005

State	Franchise Agreements Signed But Facilities Not Open	Projected New Franchised Facilities In The Next Fiscal Year	Projected MFOC-Owned Facility Openings In The Next Fiscal Year
[ArkansasJ	rn	*\s\*
Florida	<2>[fll	<3>T21	0
[UUttotel	HI	Ml	w
[Indianal	ffll	[41	m

State	Franchise Agreements Signed But Facilities Not Open	Projected New Franchised Facilities In The Next Fiscal Year	Projected MFOC- Owned Facility Openings In The Next Fiscal Year
Iowa	0	1	0
<Kafisas>[KfltucJi Y.1	0	1	0
TMinnesotal	[111	[41	[ill
[Montanal	mi	m	[ill
[Nebraska]	mi	rzi	[fil
North Carolina	<2>[11	<3>rm	0
North Dakota	0	2	0
rOhiol	[11	[21
[Oregon]	fill	[ii	[ill
[Pennsylvania!	[ill	[21	[ill
rSouth Carolinal	fill	[11	[Ql
Tennessee	<o>ni	<±>r2i	0
Texas	<©>[ii	<4>[51	0
[West Virginia]	[ill	[11
fWisconsin,]	rm	[41	[ill
TOTAL	<4>[S1	<^>\m	0

Exhibit E contains the names of all Cookie System Facility franchisees as of ~~<January~~ 4^>[Decemher 31.] 2005, including MFOC, and the addresses and telephone numbers of their Cookie System Facilities. Exhibit E is divided into 2 lists, one for franchised locations (excluding MFOC-operated locations), and one for franchised locations operated by MFOC. Although we treat the MFOC-operated locations as "company-owned" locations for the purpose of Items 1 and 20 (given that MFOC is one of our affiliates), we have included them in Exhibit E because MFOC now operates these locations under a franchise agreement with us. (See Item 1.) Exhibit F contains the names and last known home addresses and home telephone numbers of all Cookie System Facility franchisees, including MFOC, who had outlets terminated, cancelled or not renewed or otherwise voluntarily or involuntarily ceased to do business under a franchise agreement with us during GACC's <2QQ4>[2005] fiscal year (which ended ~~<January~~ -k>[pecember 3)-] 2005) or who have not communicated with us or our affiliates within 10 weeks of the application date.

Item 21

FINANCIAL STATEMENTS

Attached as part of Exhibit <H>[H] to this Offering Circular are the consolidated balance sheets of our parent MFFB as of ~~<Januarv 1 >~~[necemher 31.] 2005 and January <~~3, 200~~4,>[L_ 2005.] and the related consolidated statements of operations and comprehensive income (loss), member's deficit and cash flows for the fiscal years ended [December 31. 2005. ]January 1, 2005, [aMJJanuary 3, <~~2004 and D~~e~~combor 2~~8~~. 2002>~~[20Q4.] together with [ihsJReport of Independent Registered Public Accounting Firm.[_]

As <fether->described in the accompanying notes[ to the financial statements], the consolidated financial statements of MFFB <priefr4o>[before] the formation of MFFB on March 16, 2004 ~~<includ~~e the accounts ~~of TCBY>~~[~~were prepared solely to present the assets~~ contributed and the liahilities assumed as part of transactions related to the formation of

MFFB through the combination of certain assets and liabilities pf MFOC and subsidiaries.

and all of the assets and liability of MFF. and are not intended to he a complete historical presentation of all of the assets and liahilities of MFOC. include the accounts of MFF] and

the franchising, licensing and mail order segments of MFOC, and[ Accordingly, the consolidated financial statements] have been prepared as if the Contributions described in Item 1 of this Offering Circular had occurred on December <~~30. 2001~~>[29. 2002] (the beginning of fiscal <~~2002.)Accordingly, the consolidat~~e~~d financial statom~~o~~ntG~~>[20Q3^ and] assume that MFFB, for all periods presented, had existed as a separate legal entity with the following <feuf>[three] business segments: franchising, [gifts and ]licensing~~<. mail ordor and r~~o~~tail food~~ sa4es>. The consolidated financial statements, which have been carved out from the consolidated financial statements of MFOC and <FB>[MFF prior to the Contributions] using the historical results of operations and assets and liabilities of these businesses and activities and which exclude the company-owned stores segment of MFOC, reflect the accounting policies adopted by MFOC and <3FG8>[MEE] in the preparation of their consolidated financial statements and thus do not necessarily reflect the accounting policies which MFFB might have adopted had it been an independent~~s stand alon~~o> company< for ~~all p~~e~~riods pre~~sented>. The historical <~~oomhin~~ed>[c9nsftli^ated] financial statements of MFFB include those accounts specifically attributable to MFFB, substantially all of the indebtedness of MFOC and <TB>[MFF]. and allocations of expenses relating to shared services and administrative functions incurred at MFOC.[_]

Separate stand-alone financial statements of us (Great American Cookie Company Franchising, LLC) are not included in this Offering Circular. Should we fail to fulfill our obligations to our franchisees, however, MFFB absolutely and unconditionally guarantees to fulfill <s«eft>[lliGS] obligations. In states where we have registered this franchise offering, a copy of the written guarantee may be on file in the office of the administrator of the state franchise law.

Item 22

CONTRACTS

The following agreements are exhibits:

(a) Franchise Agreement with State-Specific Riders, Guaranty, Appendix A - You and Your Owners, Appendix B - Representations of Previous Experience and Permitted Activities, Appendix C - ACH Authorization » Exhibit B

(b) Addendum to Franchise Agreement For Non-Baking Facilities - Exhibit C

(d) Collateral Assignment of Lease Exhibit I

(e) Assignment, Assumption and Consent ~ Exhibit J

(f) Term Pre-Purchase Addendum - Exhibit K

(g) Purchase Option Agreement and Addendum (Optional) - Exhibit L (h) Confidentiality Agreement - Exhibit M

Item 23

RECEIPT

The last page of this Offering Circular is a detachable document acknowledging your receipt of this Offering Circular. The Federal Trade Commission requires that you promptly sign and return one copy of the Receipt to us. This does not obligate you to purchase a franchise and it does not obligate us to sell you a franchise.

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