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INFORMATION FOR PROSPECTIVE FRANCfflSEES REQUIRED BY THE FEDERAL TRADE COMMISSION

MRS. FIELDS FRANCHISING, LLC

28S5 East Cottonwood Parkway

Suite 400

Salt Lake City, Utah 84121

(801) 736-5600

www.mrsfields.com

Effective Date: See Exhibit 2

To protect you, we've required your franchisor to give you this information. We haven't checked it and don't know if 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

MFFUFOC~3/<0S>[M

FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES

MRS. FIELDS FRANCHISING, LLC

2855 East Cottonwood Parkway

Suite 400

Salt Lake City, Utah 84121

(801) 736-5600

www.mrsfields.com

www.mrsfieldsfranchise.com

The name of the franchisor is Mrs. Fields Franchising, LLC. If you become a Mrs. Fields Cookie Store franchisee, you will have the right to operate a Mrs. Fields Cookie Store which will offer a variety of specially prepared food items, such as cookies, brownies, muffins and beverages.

The standard initial franchise fee for a Mrs, Fields Cookie Store is $30,000, although it may be less if you are an existing qualified franchisee developing an additional store, or <(b)^:>[ifj you are purchasing the assets of an existing store. The estimated fees and amounts payable to us or our Affiliates before your store opens, including the initial franchise fee or transfer fee, is from $30,200 to $31,000 if you are developing a new store, and $8,000 to $<458.-~~Q00~~>[lg8,QQQ] if you purchase the assets of an existing store. The estimated initial investment required for a franchise, including the initial franchise fee, is from $<43»QQ>[ 183.4001 to $<354_T400_?>[2^SJJlfl] if you are

prefabricated baking kiosk: and $36.400] to $<526~~,lQQ~~r>L2Qf JOp,] if you purchase the assets of an existing store. 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 Store. You must pay us a $5,000 initial fee if we allow you to operate a Non-Baking Kiosk <i&-~~conn~~e~~Gtion~~ >with one of your full-service Mrs. Fields Cookie Stores. This is the only amount payable to us or our Affiliates before you open your Non-Baking Kiosk. The estimated initial investment required for a Non-Baking Kiosk, excluding real estate lease costs, ranges from $9,000 to $50,000. 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:

THE FRANCHISE AGREEMENTS REQUIRE THAT ALL DISAGREEMENTS BE SETTLED BY ARBITRATION IN SALT LAKE CITY, UTAH. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO ARBITRATE WITH US IN UTAH THAN IN YOUR HOME STATE.

THE FRANCHISE AGREEMENTS STATE THAT UTAH LAW GOVERNS THE AGREEMENTS, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

ALTHOUGH THE FRANCHISE AGREEMENTS SET FORTH THE ARBITRATION AND GOVERNING LAW PROVISIONS DESCRIBED ABOVE AND FURTHER DISPUTE RESOLUTION PROVISIONS THAT WOULD ALLOW US TO SUE YOU IN UTAH UNDER CERTAIN CIRCUMSTANCES, LOCAL LAW MAY GOVERN THESE REQUIREMENTS IN YOUR STATE. PLEASE REFER TO ANY STATE-SPECIFIC ADDENDUM THAT MAY BE ATTACHED TO THE OFFERING CIRCULAR FOR DETAILS.

THE FINANCIAL STATEMENTS PROVIDED AT EXHIBIT 13 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 ~~<JANIJARY 1>~~[DECEMBER 31.1 2005, MFFB HAD A NET WORTH DEFICIENCY OF X<4 ~~3.501.00Q~~_:>[81.762.000.]

THE FRANCHISEE WILL NOT BE GRANTED ANY EXCLUSIVE TERRITORY.

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.

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.

THERE MAY BE OTHER RISKS CONCERNING THESE FRANCHISES.

Information comparing franchisors is available. Call the state administrators listed on Exhibit 2 to this Offering Circular or your public library for sources of information.

Registration of these franchises by a state does not mean that the state recommends them or has verified the information in this Offering Circular. If you learn that anything in this Offering Circular is untrue, contact the Federal Trade Commission or the state administrator in your state.

Effective Date: See Exhibit 2

NOTICE REQUIRED

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.

THE MICHIGAN NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF MICHIGAN OR LOCATE THEIR FRANCHISES IN MICHIGAN.

(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 refiisai to purchase the franchise. Good cause shall include, but is not limited to:

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

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

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

(iv) 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.

The fact that there is a notice of this offering on file with the attorney general does not constitute approval, recommendation, or endorsement by the attorney general.

Any questions regarding this notice should be directed to the Department of Attorney General, State of Michigan, 670 Williams Building, P.O. Box 30213 Lansing, Michigan 48913, telephone (517) 373-7117.

THE MICHIGAN NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF MICHIGAN OR LOCATE THEIR FRANCHISES IN MICHIGAN.

TABLE OF CONTENTS

Item

Page

ITEM 1. THE FRANCHISOR, ITS PREDECESSORS, AND AFFILIATES^............................................................1

ITEM 2. BUSINESS EXPERIENCE.-.........__........._........._.............._.............._......_...............__.........._........____......,...............<iO>[ll]

ITEM 3. LITIGATION................................_............................_........_..............................................._.....................................................<W>[H]

ITEM 4. BANKRUPTCY............_...................................................................................................................................._.......................<±$>[M\

ITEM 5. INITIAL FRANCHISE FEE........_._............._............................._._....................._................................................<U>[M]

ITEM 6. OTHER FEES...........................__........................................................................................_....................................................<4S>[12]

ITEM 7. INITIAL INVESTMENT................................................................................................................................. ...............-<34>[25]

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES........................................<29>[21]

ITEM 9. FRANCHISEE'S OBLIGATIONS.........................................................................................................................<33>[3S

ITEM 10. FINANCING..........................................................................._.................._...........................................................................<3>[22]

ITEM 11. FRANCHISOR'S OBLIGATIONS......................................................_._.......................................................<36>[22]

ITEM 12. TERRITORY. _.................................................................................................................................._.........................<44>\M\

ITEM 13. TRADEMARKS..............................................................................._....._......................._.................................................<45>[Z]

ITEM 14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION........._..........................<46>[42]

ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS................._..............................._...._................................._......................................<48>E1]

ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.............. ..............................<49>[2J

ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION..................<$$>[]

ITEM 18. PUBLIC FIGURES.................._.............................................................................................................................................<&>[&!]

ITEM 19. EARNINGS CLAIMS..........................................................................................................................................................<$9>\f\

ITEM 20. LIST OF OUTLETS..............................................................................................................................................................<$9>[fi2]

ITEM 21. FINANCIAL STATEMENTS......................................................................._..............................................................<64>IM]

ITEM 22. CONTRACTS..........................._.................................................... ............_..................................._............_........__......._<5>[Z]

ITEM 23. RECEIPT..........._................................................._..........................._......................._............__.....................__.........._....................<$$>[L}

STATE-SPECIFIC ADDENDA - CALIFORNIA, ILLINOIS, MARYLAND, MINNESOTA, NEW YORK, NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA AND WASHINGTON

EXHIBITS

EXHIBIT 1 DEFINITIONS

EXHIBIT 2 STATE ADMINISTRATORS/AGENTS FOR SERVICE OF PROCESS

EXHIBIT 3 FRANCHISE AGREEMENT WITH ACKNOWLEDGEMENT ADDENDUM,

OWNERSHIP ADDENDUM, GUARANTY, APPENDIX A (AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS (DIRECT DEBITS)), STATE-SPECIFIC ADDENDA AND RIDERS - CALIFORNIA, ILLINOIS, MARYLAND, MINNESOTA, NEW YORK, NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA AND WASHINGTON, AND RENEWAL ADDENDUM

EXHIBIT 4 NON-BAKING KIOSKS ADDENDUM TO FRANCHISE AGREEMENT

EXHIBIT 5 CONFIDENTIALITY AGREEMENT

EXHIBIT 6 ASSIGNMENT, ASSUMPTION AND CONSENT

EXHIBIT 7 TERM PRE-PURCHASE ADDENDUM

EXHIBIT 8 LEASE ADDENDUM

EXHIBIT 9 PURCHASE OPTION AGREEMENT AND ADDENDA

EXHIBIT 10 ASSET PURCHASE AGREEMENT; SUBLEASE AGREEMENT

EXHIBIT 11 OPERATIONS MANUALS TABLE OF CONTENTS

EXHIBIT 12 FRANCHISEE INFORMATION

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PART 1 - LIST OF MRS. FIELDS FRANCHISEES

PART 2 - LIST OF MRS. FIELDS FRANCHISEES TERMINATED, CANCELLED,

NOT RENEWED, OR THAT HAVE CEASED DOING BUSINESS

EXHIBIT 13 FINANCIAL STATEMENTS

EXHIBIT 14 EARNINGS CLAIM

NOTICE

UNLESS OTHERWISE INDICATED, THE INFORMATION APPEARING IN THIS OFFERING CIRCULAR APPLIES TO MRS. FIELDS COOKIE STORE FRANCHISES. UNLESS OTHERWISE INDICATED, THE TERMS OF ALL FRANCHISE OFFERS ARE THE SAME.

ITEM 1. THE FRANCHISOR, ITS PREDECESSORS, AND AFFILIATES

Description of the Franchisor and its Predecessors and Affiliates.

To simplify the language in this Offering Circular, "we", and similar words, refer to Mrs. Fields Franchising, LLC, the franchisor; "MFFB" means our parent, Mrs. Fields Famous Brands, LLC; "MFOC" means Mrs. Fields' Original Cookies, Inc.; "MFHC" means Mrs. Fields' Holding Company, Inc.; "MFCI" means Mrs. Fields' Companies, Inc.; "MFDC" means Mrs. Fields Development Corporation; "MFC" means Mrs. Fields Cookies; "MFl" means Mrs. Fields Inc.; "New MFBI" means The Mrs. Fields' Brand, Inc., which has owned the Mrs. Fields Trademarks since March 16, 2004; "Old MFBI" means The Mrs. Fields' Brand, Inc., which previously owned the Mrs. Fields Trademarks; "MFC-Canada" means Mrs. Fields Cookies (Canada) Ltd.; "MFC-Australia" means Mrs. Fields Cookies Australia; "OCC" means the Delaware corporation formerly known as The Original Cookie Company, Incorporated; "GACCF" means Great American Cookie Company Franchising, LLC; "GAM" means Great American Manufacturing, LLC; "GACC" means Great American Cookie Company, Inc.; "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.; "HSC" means the Delaware corporation formerly known as Hot Sam Companies, Inc.; "TCBY" means TCBY Systems, LLC; "TCBY Enterprises" means TCBY Enterprises, LLC; and "Juice Works" means Juice Works Development, Inc. "You," and similar words, <means->[mean) the person or persons, including a corporate or other legal entity, individually and collectively, buying a franchise from us; and "your Store" means the Mrs. Fields Cookie Store that you will operate if we enter into a Mrs. Fields franchise agreement with you. We have also attached as Exhibit 1 a list of additional defined terms used in this Offering Circular. If a capitalized term is not defined in the body of this Offering Circular, please refer to Exhibit 1 for the definition.

We are a Delaware limited liability company organized on February 4, 2004. We are a wholly-owned subsidiary 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 the name Mrs. Fields Cookie Stores (or variations of that name) and Mrs. Fields Bakery Cafes (or variations of that name). Our Affiliates do business under the names Mrs. Fields Cookie Stores, Mrs. Fields Bakery Cafes, <~~Original~~ C~~ookie~~ C~~ompany Stor~~es>, Great American Cookie Company Stores, Pretzel Time Stores, Pretzelmaker Stores, <~~Hot Sam Pr~~etzel and Bakory>[I]ffl Stores, and <TGB>[Xayjjia] 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 MFCI, MFHCI, MFOC, MFFB, New MFBI, Old MFBI, MFC-Canada, MFC-Australia, GACCF, GAM, GACC, PTF, PTI, PMF, PMI, Pretzelmaker-Canada, TCBY, TCBY Enterprises and Juice Works are the same as ours. Our agents for service of process are listed on Exhibit 2 to this Offering Circular.

We acquired a substantial portion of our assets from MFOC, who in turn acquired a substantial portion of its assets from MFDC, MFC, OCC and HSC,

In keeping with a business strategy of separating franchise activities from company store operations, on March 16, 2004 MFOC and a number of its 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 Mrs. Fields franchise system, which was previously operated by MFOC. As part of the Contributions, MFOC

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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 <thereafter>[after]. New MFBI granted to us a perpetual, fully paid license to use the Mrs. Fields Trademarks< ~~in eonn~~e~~etion~~> with all franchised Mrs. Fields Retail Outlets. 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 <~~thGr~~o~~aft~~cr>[aft^rl. MFFB contributed these other franchise-related assets to us. At the same time, we entered into a franchise agreement with MFOC to license it to continue to operate Mrs. Fields Retail Outlets. In addition, as part of the Contributions, all franchise-related assets of MFC-Canada, if any, were transferred to us. MFC-Canada is an Ontario corporation incorporated on May 24, 1984, and a wholly owned subsidiary of MFOC. As a result of the Contributions, we are now the franchisor of the Mrs. Fields franchise system, and MFOC operates all company-owned Mrs. Fields Retail Outlets. Although we are the franchisor of the Mrs. Fields 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, 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. While MFOC will continue in the near term to operate all company-owned Mrs. Fields Retail Outlets 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 Mrs. Fields Retail Outlets and other stores being sold to new or existing franchisees or closed. Accordingly, MFOC anticipates a reduction in its total number of company-owned Mrs. Fields Retail Outlets and other retail stores over time with a corresponding reduction in its involvement in related company-store operations.

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 <thereafter>[aflexj, New MFBI granted to us a license to use the Original Cookie Company Trademarks and Hot Sam Trademarks. We have in turn licensed the use of these Trademarks to MFOC<. Accordi~~ngly, MFOC~~

MFOC. MFOC no longer operates anvl Original Cookie Company <and>[firj Hot Sam Stores. There are no franchised Original Cookie Company or Hot Sam Stores*^~~MFOC continues to evaluate the performance of th~~e~~se stor~~e~~s and~~ expe~~ota that during 2005 and 2006, substantially all Original Coolci~~e-Compa~~nv and Hot Sam Storcs~~>[_r and tfie small numfrer of licensed locations] will either be closed or franchised and converted to another concept franchised by us or our Affiliates.

MFOC acquired a substantial portion of its Mrs. Fields-related assets from MFDC and MFC. MFC is a California corporation incorporated on July 22, 1977. MFI is a Delaware corporation incorporated on May 2, 1986. On May 12, 1986, MFI acquired the Mrs. Fields Trademarks, including the marks "Mrs. Fields" and "Mrs. Fields Cookies," from MFC, and MFC became a wholly-owned subsidiary of MFI. MFDC is a Delaware corporation incorporated on September 6, 1990. MFDC, MFC and MFI are all inactive and no longer conduct business. On June 19, 1991, MFI transferred the Mrs. Fields Trademarks to MFDC. On June 30,1994, MFDC acquired all of the stock of MFC. In September 1996, MFOC purchased all of the assets of MFC and all of the assets of MFDC except the Mrs. Fields Trademarks. At that time, MFDC transferred the Mrs. Fields Trademarks to Old MFBI. From August 1996 to November 2002, Old MFBI granted MFOC a perpetual, fully paid license to use the Mrs. Fields Trademarks <~~in conn~~e~~ction~~ >with all Mrs. Fields Retail Outlets. In November 2002, Old MFBI merged with and into MFOC, and MFOC survived the merger. As a result, MFOC owned directly the Mrs. Fields Trademarks from November 2002 until the date of the Contributions, when MFOC transferred and assigned the Mrs. Fields Trademarks to MFFB and, ultimately, to New MFBI, as described above.

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MFOC acquired a substantial portion of its Original Cookie Company-related assets from OCC. OCC was incorporated on March 19, 1986 as a division of General Host Corporation ("General Host"). On May 16, 1986, Rowntree Mcintosh, Inc. ("Rowntree") acquired control of OCC from General Host. On January 27, 1989, Chocoamerican Pretzel, Inc. ("Chocoamerican") acquired all of the outstanding shares of OCC from Rowntree. In September 1996, MFOC purchased certain assets of OCC, including the Original Cookie Company Trademarks. As a result, MFOC owned directly the Original Cookie Company Trademarks from September 1996 until the date of the Contributions, when MFOC transferred and assigned the Original Cookie Company Trademarks to MFFB and, ultimately, to New MFBI, as described above.

MFOC acquired a substantial portion of its Hot Sam-related assets from HSC. HSC was incorporated on March 19, 1986 as a division of General Host. On May 16, 1986, Rowntree acquired control of HSC from General Host. On January 27,1989, Chocoamerican Pretzel, Inc. acquired all of the outstanding shares of HSC from Rowntree. In September 1996, MFOC purchased certain assets of HSC, including the Hot Sam Trademarks. As a result, MFOC owned directly the Hot Sam Trademarks from September 1996 until the date of the Contributions, when MFOC transferred and assigned the Hot Sam Trademarks to MFFB and, ultimately, to New MFBI, as described above.

We have a number of Affiliates that offer franchises or provide products or services to our franchisees.

GACCF and GAM are both Delaware limited liability companies formed by MFFB on February 4, 2004. GACCF was formed to act as the franchisor of the Great American Cookie Company franchise system, and GAM was formed to own and operate the batter facility (as <~~furth~~er >described below in this Item 1). As part of the Contributions, GACC contributed all of its franchise-related assets, including all existing franchise agreements, Great American Cookie Company Trademarks, and the batter facility to MFFB. Immediately <therc~~aftcr~~>[atSlJ, MFFB contributed the franchise agreements, Trademarks and related assets to GACCF and the batter facility and related assets to GAM. Also as part of the Contributions, GACCF entered into a franchise agreement with MFOC to license it to continue to operate company-owned Great American Cookie Company Stores. As a result of the Contributions, GACCF is now the franchisor of the Great American Cookie Company franchise system, and MFOC operates all company-owned Great American Cookie Company Stores. Although GACCF is 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 GACCF's franchisees. <~~Prior to~~>[fififat] the Contributions, GACC and its predecessors operated the Great American Cookie Company franchise system and the batter facility.

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 <thereafter>[after]. 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 <~~furth~~er >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>fBefore] the Contributions, PTI and its predecessors operated the Pretzel Time franchise system.

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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 <thereafter>[after]. 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~~rat~~es>[pperate<fl all company-owned Pretzelmaker Stores<T>[ until the jas{ on? was, francjiised in ■June 2005.] 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. <PfkH^4e>[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, <prie^4e> &&!] 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 <~~thereaftor~~>Iafter]. 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, New MFBI, Old MFBI, MFC-Canada, MFC-Australia, GACCF, GAM, GACC, 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. OCC and HSC are no longer doing business under their former names and are not and never have been, affiliated with us or our Affiliates.

Description of the Franchises Offered.

We offer franchises (the "Franchises") for Mrs. Fields Cookie Stores[_r including modular. prefab ricafefl baking kiosks.| offering various Mrs. Fields Products in accordance with the terms of our Mrs. Fields franchise agreement (the "Mrs. Fields Franchise Agreement" or "Franchise Agreement").

A copy of the Franchise Agreement is attached to this Offering Circular as Exhibit 3. If you enter into a Mrs. Fields Franchise Agreement, you will be authorized to use the Mrs. Fields System under which Mrs. Fields Cookie Stores operate. In establishing your Store, MFOC may sell you one or more of its existing Mrs. Fields Cookie Stores. (See Item 5 of this Offering Circular). If you do business as an Entity, each of your Entity Owners must guarantee your obligations under the Franchise Agreement by signing the Guaranty attached to the Franchise Agreement, a copy of which is included in Exhibit 3 to this Offering Circular.

We also may grant you the right to operate a non-baking kiosk ("Non-Baking Kiosk")<-m-oonneotion> with one of your full-service Mrs. Fields Cookie Stores (the "Host Store"). fA Non-Baking Kiosk mav not be operated with a modular, prefabricated baking kiosk. 1A Non-Baking Kiosk is a stationary or mobile kiosk, cart, wagon or similar unit that you operate within the same

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shopping mall or center as the Host Store, but away from the Host Store's actual premises. We do not consider a temporary, promotional holiday display case or decorating table to be a Non-Baking Kiosk, although you must get our approval to operate one under the Franchise Agreement for your Host Store. A Kiosk sells products that you actually produce at the Host Store. If we grant you the right to operate a Non-Baking Kiosk, you must sign our non-baking kiosks addendum ("Non-Baking Kiosks Addendum") to the Franchise Agreement for the Host Store. A copy of the Non-Baking Kiosks Addendum is attached to this Offering Circular as Exhibit 4.

The Market.

Your Mrs, Fields Cookie Store will offer a variety of Mrs. Fields Products to the general public, and you will have to compete with bakeries, some fast-food restaurants, other specialty retail cookie stores (including Great American Cookie Company Stores and Original Cookie Company Stores), snack food stores, convenience stores, and facilities owned or managed by us or our Affiliates, all of which offer specialty retail desserts, snack foods and beverages. You will also have to compete with other Mrs. Fields Retail Outlets selling various Mrs. Fields Products and other products and services (such as refrigerated ready-to-bake cookie dough sold through various retail outlets) under the Mrs. Fields Trademarks or other trademarks or service marks. In addition, you will have to compete with other individuals and entities in the search for suitable store locations, managers, and employees. Sales at Mrs. Fields Cookie Stores tend to be seasonal, with the highest sales typically occurring during November and December, although the difference in sales from season to season varies depending upon the climate where a particular cookie store is located.

Some states may require franchisees to obtain restaurant, business, occupational, food products, and miscellaneous licenses. Some states also have laws regarding who may secure certain of these licenses. You may also have to obtain health licenses and to comply with health laws and regulations that apply to restaurant and food product sales establishments. We urge you to make inquiries about these laws and regulations.

The Business of the Franchisor, its Predecessors, and Affiliates.

Since March 2004, we have been in the business of granting licenses and franchises for the operation of Mrs. Fields Retail Outlets to franchisees or licensees who successfully complete our application process and qualify to purchase a franchise or license. As <~~further~~ >described above, we acquired a substantial portion of this business from MFOC.

From September 1996 to February 2004, MFOC was in the business of granting licenses and franchises for the operation of Mrs. Fields Retail Outlets. Since September 1996, MFOC has been in the business of owning and operating Mrs. Fields Retail Outlets. As <~~further >~~described above, MFOC entered into a franchise agreement with us at the time of the Contributions~~<. and now operato~~sM for operation of] its Mrs, Fields Retail Outlets< as ~~our~~ s~~ingl~~e larges~~t franchis~~ee.SineeM. From! September <19Q&>ri996 to November 2005.] MFOC <has>[wjs] also<-beea> 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. As <~~further~~ >described above, <MFOC now operates its>[we have granted MFOC tfte rjght to sublicense ^ few remaining] Original Cookie Company Stores< as a licensee ~~of u~~s>[_T whiyH will eventually he closed or converted to another concent franchised hv us or one of our Affiliates. 1 See the table below in this Item 1 and Item 20 of this Offering Circular for a summary of Mrs. Fields Retail Outlets (and Mrs. Fields Bakery Cookie Cafes) <~~and Original Cook~~ie Com~~pany Stores~~ >in the United States which are owned and operated by MFOC.

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<~~In certain~~ s~~ituation~~s~~, you may b~~e ~~abl~~e ~~to purcho~~s~~e an~~ exis~~ting Ori~~gi~~nal Cookie Comp~~any Store ~~location and its physical ass~~e~~ts from MF~~OC ~~and o~~onvcrt the l~~ocatio~~n to a Mr~~s. Fi~~e~~lds Cookie Stor~~e of the ~~typ~~e ~~offered in this Offering Circular. You must n~~e~~gotiat~~e ~~any~~ a~~cquisition of an exi~~s~~ting Original Cookie~~ Compan~~y Store looation and assets from MFOC on on individual basis. If th~~e ~~loc~~atio~~n i~~s ~~conv~~erte~~d, you will need to enter into a Mrs. Fi~~e~~lds~~ Franohise ~~Agr~~eeme~~nt with u~~s~~. Thi~~s Offering Circular ~~mak~~es ~~no di~~sclo~~sur~~e~~s or repres~~e~~ntations regarding th~~e te~~rms and conditions of any~~ such t~~ran~~s~~action you may n~~e~~gotiate with MFOC>~~

Since August 1998, MFOC has been in the business of owning and operating Great American Cookie Stores <wki6h>[that~| it purchased or acquired from GACC franchisees. Since November 1997, MFOC has also been in the business of owning and operating Pretzel Time Stores <whi6h>rthat1 it purchased or acquired from Pretzel Time franchisees or Area Developers. Since November 1998, MFOC has also been in the business of owning and operating Pretzelmaker Stores <whieh>[that] it purchased or acquired from Pretzelmaker franchisees[, though 8S ftf the date, of this Offering Circular. MFQC does not own or operate any Pretzelmaker Stores], As< ~~furth~~er> described above, MFOC now operates its company-owned Great American Cookie Stores<T>[ aqfl] Pretzel Time< ~~Stor~~e~~s and Pr~~etze~~lmak~~er> Stores pursuant to separate franchise agreements with GACCF<?>[ and] PTF< ~~and PMF>~~. See table below in this Item 1 for more information regarding these company-owned Great American Cookie Company Stores<₇>[_aad] Pretzel Time< ~~Stores and Pretz~~e~~lmak~~er> Stores.

In certain instances, you may be able to enter into a co-branding arrangement with one or more of our Affiliates. In <sueh>[thatl case, you will enter into a Mrs. Fields Franchise Agreement with us for the Mrs. Fields Cookie Store, and a separate franchise agreement with each our respective Affiliates for each brand you are co-branding with the Mrs. Fields Cookie brand. These locations may, in some cases, be developed as a Mrs. Fields Bakery Cookie Cafe, which generally includes a Mrs. Fields Cookie Store and one or more additional concepts of our Affiliates as well as other approved products, such as sandwiches and soups. Our Affiliates may also offer co-branding arrangements with their franchisees that do not include the Mrs. Fields Cookie brand. 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 Mrs. Fields Trademarks. 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 <sueh>[J^ojseJ cases, we or our Affiliates may or may not allow you to offer co-branded products from your Mrs. Fields Cookie Store, depending on <saeh->factorsf such] as the terms of the co-branding arrangement, the terms of your Mrs. Fields Franchise Agreement, applicable geographic restrictions and our and our Affiliates' other rights and obligations. These co-branding arrangements may compete with you.

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

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may, however, enter into similar arrangements with other retailers in the future. These arrangements may compete with you.

For more than 20 years, MFOC and its predecessors, and other of our Affiliates, including MFC-Australia, a Utah corporation incorporated in June 1983, have offered international master franchise agreements, franchise agreements and other types of licensing agreements for the Mrs. Fields brand and other brands in foreign countries. As of <Ianunry 1 >~~[T)ecemher 31.1~~ 2005, there were <$2>[S2] Mrs. Fields locations in <44>[JJJ foreign countries, <4>[afleJ Great American Cookie Company <locations>[location] in one foreign country, 7 Pretzel Time locations in <§>[! foreign countries, <40>[4Z] Pretzelmaker locations in 2 foreign countries, and <308>[18ffl TCBY locations in <20>[H] 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 Mrs. Fields brand (although MFC-Australia may still provide some services to franchisees or licensees in Australia), and GACCF, 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. Licenses and franchises for Mrs. Fields Retail Outlets in other countries may be under different terms and conditions than are described in this Offering Circular.

Between January 1991 and September 1996, MFDC was in the business of granting licenses and franchises for the operation of Mrs. Fields Retail Outlets. MFDC is not currently engaging in any business activity relating to franchising, owning or operating Mrs. Fields Retail Outlets.

From September 1996 to November 2002, MFBI owned the Mrs. Fields Trademarks and granted to MFOC a license to use the Mrs. Fields Trademarks <~~in connection~~ >with all Mrs. Fields Retail Outlets. As discussed above, in November 2002, MFBI merged with and into MFOC, and as a result of this merger, MFOC owned directly the Mrs. Fields Trademarks until March 2004, when as part of the Contributions the Mrs. Fields Trademarks were assigned to MFFB and, ultimately, to New MFBI, and licensed to us. Each of us, MFBI, MFDC and MFOC have entered into various agreements licensing third parties to market Mrs. Fields Products and other products and services using the Mrs. Fields Trademarks under different terms and conditions than are described in this Offering Circular. We may grant licenses and franchises to market Mrs. Fields Products and other products and services using the Mrs. Fields Trademarks under different terms and conditions than contained in this Offering Circular.

Between July 1977 and September 1996, MFC was in the business of owning and operating Mrs. Fields Retail Outlets. Between May 1986 and June 1991, MFI was in the business of granting licenses and franchises for the sale of various Mrs. Fields Products through Mrs. Fields Retail Outlets. Neither MFC nor MFI are currently engaging in any business activity relating to licensing the Mrs. Fields Trademarks, or franchising, owning or operating Mrs. Fields Retail Outlets.

Since the Contributions in March 2004, GACCF has been in the business of granting licenses and franchises for the operation of Great American Cookie Company Stores, and GAM has been in the business of operating the batter facility that produces proprietary batter, dough and other ingredients for making cookies that Great American Cookie Company franchisees must buy from GACCF or GAM. From September 1977 to February 2004, GACC was in the business of granting licenses and franchises for the operation of Great American Cookie Company Stores. 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. A Great American Cookie Company Store offers different types of cookies, other baked products and beverages and is typically located in an enclosed shopping mall. In <oertain r.~~ihinfinn~~r. ~~n prn~~r.pe~~otiv~~e>~~[|i|pfteri situati~~ons and ~~geo~~graphic areas appro~~ved hv us and GACCF. vou~~ mav be able to convert vour Mrs. Fields Cookie Store into al Great American Cookie Company Store <~~lioens~~e~~e may b~~e able to purchase an exis~~ting Origin~~al Cookie Company Store lo~~cation~~ and its physical

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~~asootfi from MFOC and convert the location to a Great Am~~erioan Cookie Company Store>[without tfre payment of any additional initial franchise fee or conversion fee]. See table below in this Item 1 for more information regarding franchised and company-owned Great American Cookie Company Stores.

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.fJ

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 <&ffther->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 and 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.

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[PTF and PMF are in the process of conducting rest practices and specific strengths of bot

group of Pretzel Time and Pretzelmaker franchisees are potential synergies between the brands and to offer consi 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 doughs bv this group of test stores from hoth systems. PTF and PMF ai dough will be introduced as a required product for hoth systems sometime during 2006. PTF and PMF have also developed a series of promotions, point of purchase and other marketing materials that are being used in stores of both systems. Further results of PTF's and PMF's research and studies may affect hoth the Pret7el Time and Pretzelmaker systems in a number of additional wavs. including the possible future development of pretzel stores and products bv 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

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 we are granting Hot Sam Pretzel and Bakery Store licenses and franchises. <Stfiee>[}[rjQjnJ September <4396r>[1QQ6 to November 2005.1 MFOC <has>rwas] also <been->in the business of owning and operating Hot Sam Pretzel and Bakery Stores. As <~~furth~~er >described above, <~~MFOC now op~~e~~rat~~es ite>rwe have given MFOC the right to grant a limited number of sublicenses to third parties for the operation of the refflajnjng] Hot Sam Pretzel and Bakery Stores <~~as a licens~~e~~e of us~~>[forinerlv owned and operated bv MFOC1. 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~~rtai~~n situations, a ~~pro~~spective ~~franchis~~ee of e~~ither PMF or PTF may b~~e able to ~~pur~~ohasc an existing Hot Sam Pretzel an~~d Bakery location~~ and its physical ass~~ets from MFOC and convert t~~he location to a Pretzelmaker or Pretzel ~~Time Store. Se~~e ~~tabl~~e be~~low in this Item 1 for more information r~~e~~gardi~~ng company owned Hot S~~am Pr~~e~~tzel and Bakery Store~~sMWe anticipate th~~at the rema~~ining licensed Jocatiops w\\\ either cflose or

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.~~Curr~~e~~ntly, th~~ere are>[1,ft81 an,d June 3W, Historically. TCBY has offered] 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 <Conoept>[Concepts] TCBY Stores 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.<-r->

ITCBY is in the process of developing and testing in ce identifies a reconceptjng program ( Accordingly, while TCBY will continue to offer franchises for Oth

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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 Reconcenting Test. Tnstead.

Test. TCBY will allow some existing, franchised Traditional TCBY Stores kets and locations it identifies to participate in the Reconcepting Test. TCBY mav also grant single and/or multiple unit franchises for new stores in certain identifies that will participate in the Reconcenting Test. Existing, franchised Tradition; Stores and new franchised stores that participate in the Reconcepting Test are ct 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 (the "New Marks'^. as well as certain existing TCBY trademarks, and will sell certain new proprietary, premium quality smoothies, frozen yogurt 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.!

[Tf 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. Tn addition, in the event of a successful

no longer offer Traditional TCBY Store franchises, but will instead focus 01

development «f TCBY "Stores of the Future" operated, in accordance with

Future" program. Tn contrast, if TCBY deteri

CBYwJH

rsiQH and ftf the

success, the Test Stores will be required to purchase and install new sh

materials and other branded elements necessary to make the Test Stores'

other Traditional TCBY Stores operated hv TCBY franchisees in accordance witl

standards. TCBY will reimburse Test Store franchisees for certain costs arising froi

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

again continue offering franchises for Traditional TCBY Stores.]

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

On June 1, 2000, MFOC entered into a management agreement with TCBY, the franchisor of the TCBY system, pursuant to which MFOC managed and operated the TCBY franchise system on a day-today 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.

[Since December 2005. TCBY has been in the business of granting single and mi franchises for the operation of Yovana stores ("Yovana Stores'^, in certain limit qualified franchisees. A Yovana Store is a retail meal, treat, snack and beverage outlet that offers a variety of specially prepared food items, such as fresh yogurt. and frozen vogurt treats, granolas. cereals, breads, pastries, premium cottee. es| juices, and other products and beverages. In addition to offering single unit franchis Yovana Stores. TCBY also offers a Yovana multi-unit development program. In the future. TCBY mav develop new Yovana Stores as comoanv-owned stores, or for eventual sale to a new or existing franchisee. All Yovana Store locations mav compete with vou. See table below in this Item 1 for more information regarding franchised and cnmpanv-owned Yovana Stores. 1

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

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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 <~~Jamiarv 1~~ .^December 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, as <~~furth~~e~~r >~~described above in this Item 1, 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>~~[December 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 pursuant to franchise agreements with us and our Affiliates, as of ~~<Januarv l~~>^rDecemher 31.1 2005, neither we nor our Affiliates operate any company-owned stores for the concepts listed in the table below.fj

Franchisor/ Licensor	Concept	Number of Franchises(l)	Number of Company-Owned Stores Operated by MFOC(2)
Us	Mrs. Fields <Geekies>[CaoJaeJ (and Mrs. Fields Bakery Cookie Cafes)	<36a>r372i	<36>0]
GACCF	Great American Cookie Company	<2^>[2Z5]	*<&>m*
<ys>	<Origmal ookie-Company>	<0>	<?>
PTF	Pretzel Time	<+S>LL2&	<^>[ifl]
PMF	Pretzelmaker	<454>U42]	<2>[flG
<Us> ITCHY]		<0>[i]	*<u>w*
<Us> ITCHY]		<0>[i]	*<u>w*
TCBY	TCBY	<4086>[22ll(3)	<44>ffil
	Traditional TCBY Stores	<4m>\423]	0
	Non-traditional TCBY Stores	<6H>\5M	<44>[fl]

(1) This column lists the number of franchises open and operating as of <~~January 1,~~>[

31.1 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 <~~Januarv l>~~[Decemher 31.] 2005. While MFOC operates these stores pursuant to separate franchise agreements with us, GACCF, PTF, PMF and TCBY, we refer to them as "company-owned" rather than "franchised"

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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<~~January l.>~~[December31.1 2005, there were <?>[10] Juice Works units operated <~~in conjunction with~~>[within] franchised TCBY Stores.

ITEM 2. BUSINESS EXPERIENCE

The following list discloses our managers and principal officers 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 <Ge~~neral C~~ounael>[Chief Legal Office^]- Secretary and Manager: Michael R.Ward

Mr. Ward has been our Executive Vice President fand Chief Legal Officer ] since <June 2QQ4r>[Fehruarv 2006.1 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 IMarch 2004 to June 2004, he was our Senior Vice President^ and 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.

<~~Chicf Financial Officer. Treasurer and~~ >Executive Vice President <~~of Finance and Admini~~s~~tration: Sandra Buffa~~>

<~~Mq. Buffa hao b~~o~~on our Executiv~~e ~~Vic~~e Fro~~sid~~o~~nt of Finanoo and Administration since Jun~~e ~~2001, and our Chi~~e~~f Financial Officer and Treasurer since March 2001. From March 200~~4 ~~to June 2001, sh~~e ~~was our S~~e~~nior Vioc President of Financ~~e ~~and Administration.Ms. Buffa also has h~~e~~ld the~~ s~~ame or equival~~e~~nt positions with a numb~~e~~r of our Affiliat~~e~~s sino~~e ~~April 2001. Immediately b~~e~~fore joining u~~s, she ~~and h~~o~~r hu~~s~~band spent a year on sabbatical. From Nov~~e~~mber 199~~8 ~~to November 1999, Ms. Buffa served as Pr~~e~~sident of Cmbtrce & Ev~~e~~lyn, Ltd., in Waltham, Ma~~ss~~achus~~etts~~, and as Chief Financial Offic~~e~~r and a direotor of that oompany from March 199~~8 ~~to Nov~~embe~~r 199~~8~~. Betw~~e~~en July 1993 and Maroh 199~~8~~, sh~~e ~~serv~~e~~d as S~~e~~nior vic~~e Pre~~sid~~ent, ~~Chi~~e~~f Finaneial Offic~~e~~r, Tr~~easure~~r a~~nd a Dire~~ctor of National Vision Assooiatos in Lawr~~e~~ncevill~~e~~. G~~e~~orgia .~~x~~Executivo Vioc Pr~~es~~ident of Op~~e~~rations and Dev~~e~~lopm~~enPfand,

Mr. Dejbakhsh has been our Executive Vice President [and Chief Operations Officer since Fehruarv 2006. and our Executive Vice President lof Operations and Development <s4nee>[r_onj] June

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<2QQ4,>[2004 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, Asia Pacific, and Australia for Allied Domecq, QSR in Randolph, Massachusetts.

Executive Vice President <ofMand Chief) Marketingf Officer]: John Lauck

Mr. Lauck has been our Executive Vice President [and, Chief Marketing Officer since February 2006. and our Executive Vice President lof Marketing <s4nee>[|LOja] April <2QQ4t>[2QQ4 tO January 20Qfo]

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 to~~>(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 groceryworks.com, 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, one of our licensees.

muting Officer. Senior Vi<

TMr. McBride has ht

Officer. Senior Yicc-f n

Officer. Vice President Conti

J0v4 tft May Z0Q5, he was our Vh

and served in that capacity with a number of our Affiliates since August 2002. Fi

until he joined us. he served as Chief Financial Officer of Ovid Technologies. Inc. in Salt Lake

Citv. Utah. From September 1996 to April 2001. Mr. McBride was the Vice Presit

ITEM 3. LITIGATION

(Tending Litigation:!

[ Mavfare Enterprises. Inc. v. Mrs. Fields Famous Brands. IXC. Mrs. Fields Franchising LLC. et al. (American Arbitration Association Case No. 77-1140046404-VSS filed December 29. 2004V This is a claim brought bv one of our former franchisees, for damages in excess of $50.000. alleging incomplete disclosures and breach of the covenant nf good faith and fair dealing with their purchase of franchises from ns and from our Affiliates. PMF and TCBY. for the development of a triple concept location in Illinois.__The parties have selected an arbitrator and have begun

[ Jayed Rukhari - potential claim

Massachusetts^. We terminated Javt

yariftus outstanding accounts receivables balances,

from the franchisee's, attorney pursuant to Mass, ficn, L... ch. 93A

acts and pn

parent. Mrs. Fields Original Cookies. Inc. We dispute his ?r. No action has vet bet

ts from our

wer to

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[Concluded Utigatton; ]

[ ]Effective May 20, 1996, the Federal Trade Commission ("FTC") entered into a consent order with MFI (In the Matter of Mrs. Fields Cookies, Inc. (FTC File No. 952 3014)). Pursuant to the consent order, MFI agrees to refrain from misrepresenting in any way the existence or amount of fat, saturated fat, cholesterol or calories in any of its bakery food products. MFI also agrees to comply with the regulations promulgated by the Food and Drug Administration governing nutrient content claims. MFI <~~furth~~or >agrees to make available to the FTC all materials that it relies upon in labeling or making nutrient content representations regarding its food products. The consent order contains no conclusions of law or fact, and MFI admits no wrongdoing or violation of law with regard to any matter addressed in the consent order.

On June 28, 1996, MFDC filed a Demand for Arbitration with the American Arbitration Association in Salt Lake City, Utah (Mrs. Fields Development Corp. v. Covak. Inc.. Case No. 81-E114-0128-96) to resolve a dispute between MFDC and Covak, Inc. and its owners, Davood and Janet Vakili (the "Vakilis"). The Vakilis purchased a franchise from MFDC in 1995. In communications to MFDC in 1996, the Vakilis alleged that MFDC violated the California Franchise Investment Law and negligently or fraudulently made material misrepresentations to them, thereby inducing them to enter into the franchise agreement. The Vakilis sought rescission of the franchise agreement and recovery of damages in an amount in excess of $50,000. MFDC sought a declaratory judgment that the claims asserted by the Vakilis were not true, and that the Vakilis were not entitled to rescission, damages or any other relief. After many months of inactivity in the case, the arbitration proceedings were dismissed in 1999 with no resolution of the claims between the parties.

Robert and Sheila Goldberg, et al. v. Great American Cookie Co.. The Jordan Co.. Mrs. Fields' Original Cookies. Inc.. and Capricorn Investors. IV _t LP (Superior Court of New Jersey, Law Division, Mercer County, Case No. L3502-97). On September 12, 1997, 9 franchisees of GACC filed an action against MFOC and the other defendants because of the possibility at that time that MFOC would acquire the stock of GACC's parent company and thus own the franchisor of the GACC system. <The-~~plaintiffs~~>~~fRobert and Sheild Goldberg's, et al. (the "Goldbergs"!!~~ primary allegations at that time were that MFOC would fail to honor the existing contracts between GACC and its franchisees. <~~Plaintiffs~~>[The Goldbergs] also alleged fraud, unlawful sale of GACC franchises, tortious interference with contracts, violation of state unfair trade practices acts, and similar claims against various of the defendants, including MFOC. The <~~plaintiff~~s>[Goldbergs]' pleadings in 1997 generally sought an injunction to stop the acquisition and the anticipated future violations, plus anticipated damages and costs. MFOC was prepared to defend the action, but it was later stayed by agreement when the GACC acquisition did not occur in 1997. On August 24, 1998, consummation of the GACC transaction occurred. Contemporaneous with the GACC transaction, <~~all plaintiffs~~>[the Goldbergs] 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.

On November 10, 1997, co-franchisees filed an action in the Superior Court of California, San Diego Judicial District, County of San Diego, against the former franchisee in that franchised location, and against MFOC- (Lalit & Usha Arya v. Peter A. Falonk and Mrs. Fields' Original Cookies, Inc., Case No. 00710985). The franchisees claim that the selling former franchisee inflated the sales figures of the store, and that MFOC should have warned the buying franchisees. The claims against MFOC were for breach of contract, negligent misrepresentation, intentional misrepresentation, and rescission. After MFOC's demand to arbitrate the matter was granted by the California Court of Appeals, a settlement was reached on December 28, 2000, pursuant to which the claims against MFOC were dismissed with prejudice and MFOC paid $5,000.

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Batter Up Cookies v. Mrs. Fields' Original Cookies. Inc.. (Case No. 00-A-143). This arbitration was <~~commenc~~ed>[hegun] by a GACC franchisee!", P^attf^r Vv Q¹⁰*"^] ^Wn0 claimed that MFOC had agreed to purchase 2 of its franchised stores, and that MFOC had breached a contract to that effect. <The-~~olaimanO~~f Batter Up Cookies! sought to force the purchase and to collect attorney fees. In an arbitration decision issued December 4, 2000, the arbitrator ruled that MFOC had breached an oral agreement to purchase the 2 stores, which the arbitrator said MFOC must purchase for the agreed-upon price. The arbitrator ruled, however, that no attorney fees should be awarded.

Randall Scribner and Carolina Yogurt. Inc. v. Juice Works Development. Inc. and Mrs. Fields* Original Cookies. Inc.. (U.S. District Court for the Eastern District of Arkansas, Case No. 4-01-CV-00344GH, filed May 31, 2001). This is a class action filed <~~on behalf of>~~[forl named plaintiffs and all others similarly situated lYcollectivelv the "Scribners"^ Ifor unspecified damages, claiming breach of contract, breach of covenant of good faith and fair dealing, and tortious interference with contract. The <~~plnintiff~~s>[gcrihners] are former or current franchisees of TCBY, and were licensed to sell Juice Works products by Juice Works, a subsidiary of TCBY, either directly by a franchise agreement between Juice Works and the franchisee, or through an addendum to an existing TCBY franchise agreement. <~~Plaintiffc~~>rThe Scrihnersl claim that Juice Works breached the franchise agreements and the implied covenant of good faith and fair dealing by failing to provide support or assistance, failing to spend advertising contributions on Juice Works advertising, and commingling of advertising funds. They <fttfther->claim that MFOC tortiously interfered with <~~plaintiff~~s>[the Scrihnersl' contracts with Juice Works by soliciting and encouraging TCBY and Juice Works franchisees to implement a competing product. <~~Dof~~e~~ndantfl~~>r.Tuice Works and MFOC] deny the allegations. <~~Plaintiff~~s>rThe Scribners] failed to certify a class and the case proceeded on the regular docket. On January 6, 2003, the parties reached a confidential settlement where the claims against MFOC were dismissed with prejudice and MFOC paid a $37,500 settlement to <~~plaintiffr,.~~>[the Scribners. 1

<~~Mayfaro Enterpris~~e~~s. Inc. v. Mrs. Fi~~e~~lds Famous Brands, LLC. Mrs. Fields Franchising LLC,~~ e~~t aL (Am~~e~~rican Arbitration Association Cas~~e ~~No. 77 11~~400164~~04 VSS fil~~e~~d D~~e~~cemb~~e~~r 29, 2004). This is~~-a claim ~~brought by one of our former franchise~~e~~s, for damages in~~ exce~~ss of $50,000, alleging incomplete disolosurcs and breaoh of th~~e ~~cov~~e~~nant of good faith and fair d~~e~~aling in connection with th~~e~~ir purchas~~e ~~of franchis~~e~~s from us and from our Affiliates, PMF and TCBY, for the d~~e~~velopment of a triple ooncept location in Illinoi~~s~~. The parti~~e~~s ar~~e ~~in the process of agr~~ee~~ing upon an arbitrator and plan to oomm~~o~~nco discov~~e~~ry in th~~e ~~near future.~~ >

Other than these <?>[] actions, no litigation must 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

Initial Franchise Fee:

You must pay an initial franchise fee of $30,000 when you sign a Franchise Agreement for a Mrs. Fields Cookie StoreL either for an in-line Store or a modular, prefabricated haking kiosk]

The franchise fee represents payment to us for the right to use the Mrs. Fields Trademarks and the Mrs. Fields System in the development and operation of your Store. The initial franchise fee also covers the cost of goods and services that we and our Affiliates may provide to you before your Store opens, such as site evaluation and approval, prototypical plans, certain grand opening assistance, marketing materials

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and training. If you acquire an existing Mrs. Fields Cookie Store from MFOC, or you are an existing franchisee in good standing with us or one of our Affiliates, and you qualify to acquire a second or subsequent franchise from us, we have the right, at our option, to reduce or waive the initial franchise fee. [Typically. ]vou must pay the initial franchise fee in a lump sum upon your signing of the Franchise Agreementr. However, we have the option to allow vou to pav a portion of the initial franchise fee when vou sign the Franchise Agreement, and the halance no later than the date that vou ooen vour Store!. If you acquire an existing Mrs. Fields Cookie Store from MFOC or another franchisee, you will not pay an initial franchise fee to us, but will pay us a transfer fee (currently $8,000) as more fully described in Item 6, Note 13 of this Offering Circular.

If F(a> vou fail to obtain a location approved bv us for vour Store within 60 davs from the date vou sign the Franchise Agreement or (b\ Ivou or your initial store manager do not satisfactorily complete the initial training program, we will refund the initial franchise fee less all reasonable expenses incurred by us in preparing the Franchise Agreement and all related agreements, the grant of the Franchise, site selection and approval, and any other services performed by us in establishing and developing your[J Store. However, the total refund will not exceed 50% of the initial franchise fee<T-4n-~~limit~~e~~d situations, we may r~~e~~fund all or a portion of your franchis~~e~~e fe~~e ~~if wo agre~~e ~~to do go in writing at th~~o ~~tim~~e ~~you sign your Franchis~~e ~~Agr~~eeme~~nt, and you fail to obtain a lease for your Stor~~e ~~at its approved site within a d~~e~~signat~~e~~d tim~~e ~~subs~~e~~quent to signing th~~e ~~Franohia~~e ~~Agroem~~o~~ntM~~. and if you have paid less than 50% of the full initial franchise fee at the time of the refund, no portion of that payment will be refundable under any circumstances]. We will make any refund to you upon your signing of all releases, waivers and other agreements necessary to terminate the relationship between you and us. We do not offer refunds of the initial franchise fee under any other circumstances.

Other Initial Fees:

If you acquire an existing Mrs. Fields Cookie Store from MFOC, you must enter into an Asset Purchase Agreement in the form included in Exhibit 10 to this Offering Circular. The assets purchased typically include trade furnishings and fixtures, such as display cases, signage, shelving, counters and work tables, and equipment, such as ovens, refrigerators, soft drink beverage dispensers, coffee preparation and dispensing equipment and small wares. MFOC sets the purchase price for the Store assets by taking a multiple of store cash flow after royalty and also taking into account other economic factors, such as current operating trends and length of lease term. The purchase price also will include payment for the goodwill and going concern value of the store. You must pay the purchase price upon transfer of the Store assets to you. As <&ffthef->described in d.2 and Note 5 to Item 7 of this Offering Circular, we estimate that the cost of the Store assets (referred to in Item 7 as "Improvements and Equipment") purchased from MFOC, will range from $0 to $<45&QQ0r>n 50.000.1 If MFOC is leasing any of the assets of the Store to you, you must also assume the obligations and make the required payments due under the equipment lease from the date you purchase the assets. You are not entitled to a refund of the purchase price for an existing Store under any circumstances, even if you lose the right to lease or sublease the Store premises after taking possession of the assets. In some instances, you may be required to enter into a Confidentiality Agreement in the form of Exhibit 5 <~~in conncotion~~ >with your purchase of a franchised or a MFOC-owned Mrs. Fields Cookie Store. No fees are paid to us or our Affiliates <~~in connection >~~with the Confidentiality Agreement.

The assets of an existing Store do not include any initial supplies, product inventory, paper goods and other soft goods, accounting forms and systems, and other items necessary to comply with our standards (collectively, the "Product and Soft Goods Inventory"). When you purchase the assets of an existing Store, you must also purchase the store's existing Product and Soft Goods Inventory. The purchase price for the Product and Soft Goods Inventory is determined based on a physical inventory of the Product and Soft Goods Inventory and by multiplying the inventory quantities by the actual unit cost

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for the items. You must pay to MFOC the purchase price for the Product and Soft Goods Inventory when you purchase and pay for the assets of the Store. As< ~~furthor~~> described in e. and Note 6 to Item 7 of this Offering Circular, we estimate that the cost of the Product and Soft Goods Inventory purchased from MFOC will range from $1,000 to $5,000. You are not entitled to a refund of the purchase price for the Product and Soft Good Inventory under any circumstances.

Under certain circumstances, one of our Affiliates may sublease the premises for your Store to you. If this occurs, you may be required to pay a security deposit to our Affiliate at the time you sign the Sublease Agreement. This security deposit and the conditions under which it may be refundable are explained in Note 8 under Item 6 of this Offering Circular.

If you participate in our optional Resale Facilitation Program and purchase a Mrs. Fields Cookie Store from an existing franchisee, you will pay to us a Resale Facilitation Fee. The Resale Facilitation Fee and Program are ~~<further~~ >described in Note 21 of Item 6.

You must pay us a $5,000 initial fee if we allow you to operate a Non-Baking Kiosk. The $5,000 initial fee is non-refundable and must be paid to us upon your signing of the Non-Baking Kiosks Addendum. See Items 1,7 and 12 of this Offering Circular for more information on Non-Baking Kiosks.

<~~From tim~~e ~~to tim~~e>[Periodicallvl. we may offer special incentive programs< ~~in oonjunction~~> 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 Mrs. Fields Cookie Store 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 <~~fiirth~~e~~r >~~described in Item 7, if you are developing a new Mrs. Fields Cookie Store, you <~~aro r~~e~~quir~~e~~d to~~>[miist] conduct a grand opening advertising and promotion program for at least 7 days, beginning within 30 days after opening of your Store. You also agree to spend at least $5,000 for the grand opening of your Store. In your grand opening advertising and promotion, you <must>[may be required to! purchase from us or our Affiliates the standard marketing and public relations programs and media and advertising materials that we develop for grand opening programs and new store initial operations, flf we develop these materials. ]we will make these materials available to you upon written request, in advance of opening your Store. We estimate that the cost of these materials will range from $200 to $1,000. Neither we nor our Affiliates refund any payments for these materials. You may also incur expenses from other vendors and suppliers in your grand opening promotion.

<~~Ag furth~~e~~r d~~e~~scrib~~e~~d in Item 1 of this Off~~e~~ring Ciroular, MFOC was the franchisor of th~~e ~~Mrs. Fields franohiGO system until Maroh 16, 2001. Accordingly, during MFOC'g last fisoal year, franohisoos paid to MFOC on initial f~~ee~~, including th~~e ~~initial franchis~~e foe~~, any leas~~e ~~or sublease deposits, any oosts a~~ss~~ociat~~e~~d with th~~e ~~purcha~~s~~e of the assets of an~~ e~~xisting Mrs. Fi~~elds ~~Stor~~e ~~and other fees paid to MFOC ranging from $0 to approximately $635,000.From March 16. 2004 to~~>[From] January <4-:>r2. 2005 to Decemher 31.] 2005, our franchisees paid us or our Affiliates initial fees ranging from $0 to approximately $50,000, excluding the amounts paid to[ MFOC for assets purchased from] MFOC.

ITEM 6. OTHER FEES

Name of Fee	Amount	Due Date
a. Continuing fees	6% of monthly Gross Revenues	Payable weekly on or before the

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Name of Fee	Amount	Due Date
	(Note 1)	close of business on Wednesday of each week for the immediately preceding week (Note 2)
b. Marketing fees	1% to 3% of Gross Revenues (Note 3)	Same as continuing fee (Note 2)
c. Lease-required advertising fees	Will vary under circumstances (Note 4)	When due
d. Cooperative advertising	Up to 3% of Gross Revenues (Note 5)	When due (Note 5)
e. Training fee (Note 6)	See Note 6	See Note 6
f. Refresher training (Note 7)	See Note 7	See Note 7
g. Sublease (Note 8)	See Note 8	Monthly (Note 8)
h. Special assistance (Note 9)	See Note 9	See Note 9
i. Late payment fee	$100 for each delinquent payment.	When the delinquent payment is due
j. Late reporting fee	$25 for each delinquent report	When the delinquent report is due and continuing to be due for each period that the report remains delinquent
k. Interest expenses (Note 10)	Will vary under circumstances (Note 10)	When due
1. Audit	Cost of financial audit plus interest at 1.5% per month or the highest legal rate on any underpayment (Note 11)	15 days after receipt of audit or inspection report
m. Operations Manuals duplicate (Note 12)	See Note 12	Upon receipt of duplicate copy
n. Transfer fee (Note 13)	$8,000 or the current transfer fee, whichever is greater; certain transfers qualify for reduced fee	$2,000 transfer fee deposit payable upon Transfer request, with balance
n. Transfer fee (Note 13)

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Name of Fee	Amount	Due Date
	of $1,000 or more (Note 13)	final closing of Transfer (Note 13)
o. Relocation Fee (Note 14)	$2,500, or more (Note 14)	Payable <prier4e>ffrefore_i] relocation
p. Additional term (Note 15)	$2,000 or more for each year of additional term (Note 15)	Payable <orior to>fhefore1 Transfer or relocation (Note 15)
q. Advertising, marketing and promotional materials	Will vary under circumstances (Note 16)	When the materials are ordered and/or delivered (Note 16)
r. Interim management fees (Note 17)	10% of Gross Revenues	As incurred
s. UCC filing fees (Note 18)	As set by state law; varies from state to state	Upon signing of the Franchise Agreement and at the times UCC continuation statements are filed
t. Costs and attorneys' fees, and indemnification	Will vary under circumstances (Note 19)	Upon occurrence
u. Documentation Fee for Franchisee Name Changes (Note 20)	$500 or more (Note 20)	Payable upon required notification of name change (Note 20)
v. Resale Facilitation Fee (Note 21)	Will vary depending upon negotiations between us and the purchasing franchisee (Note 21)	Payable upon purchase of Store from existing franchisee
\w. Brokerage Servicel	fNote 22^]	from existing franchisee!
<w>W. Termination Fee	Will vary under circumstances (Note <33>[22])	When billed

General Comments:

You must pay these fees to us except as explained in Notes 4,5, 8,17 and 19 below. These fees are non-refundable except as explained in Note 13 below. If we or our Affiliates do not actually receive your payments on the due date, they will be deemed delinquent. These fees do not include any initial

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franchise fees that may be payable to our Affiliates if you are developing your Mrs. Fields Store as a co-brand with one of their concepts.

You must pay all continuing fees, marketing fees, rental payments and other amounts owed 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 A or any other documentation we require <~~from tim~~e to time>[periodicallvl to permit the electronic transfer. The pre-authorized electronic bank transfer requirements are< ~~furthor~~> described in Section 6.4 of the Franchise Agreement and Appendix A to the Franchise Agreement.

During the course of developing and operating your Store, you will also be required to purchase various items from designated and approved suppliers or in accordance with our standards and specifications. See Item 8 of this Offering Circular for an explanation of these requirements.

Specific Notes:

1. See Exhibit 1 to this Offering Circular for a definition of Gross Revenues.

2. The continuing fee and marketing fee due under the Franchise Agreement and any Non-Baking Kiosks Addendum are payable weekly on or before the close of business day on Wednesday of each week for the immediately preceding week. As described in the General Comments above, these fees must be paid to us by pre-authorized electronic bank transfer from your general account. If you are granted the right to operate a Non-Baking Kiosk, you must submit to us a separate report of the Gross Revenues for your Non-Baking Kiosk, and make separate continuing fee and marketing fee payments based on the Gross Revenues from your Non-Baking Kiosk. See Items 1, 7 and 12 of this Offering Circular for more information on Non-Baking Kiosks.

3. The marketing fee for <3Q05>[20061 is 1% of Gross Revenues. For <2006>[2QQ2] and future years, we will notify you annually of the exact percentage you must pay as a marketing fee, except for any year in which the percentage is to remain unchanged from the preceding year. We establish the percentage of Gross Revenues you must pay as a marketing fee annually, although you will not be required to pay more than other franchisees in your market area. See Item 11 of this Offering Circular for more information on marketing.

4. In addition to the marketing fee described in Note 3 above, you must pay all advertising fees required by your lease and/or sublease and comply with all advertising requirements of your lease or sublease. If you are a sublessee of one of our Affiliates, you must pay to our Affiliate any amounts in addition to the marketing fee necessary to meet all lease requirements. See Item 11 of this Offering Circular for more information on marketing,

5. In addition to the marketing fee and lease-required advertising fees described in Notes 3 and 4 above, if a local or regional advertising cooperative is formed or organized for the market that includes your Store, we have the right to require you to participate in and contribute to the advertising cooperative an amount of up to 3% of your Gross Revenues. In <sueh>[that] case, we will notify you <~~from time to~~ tiffle>[perindicftHv] of the amount you must pay to the advertising cooperative and the timing of the payments, which may be as often as weekly. See Item 11 for more information on cooperative advertising.

6. You may not attend training <~~prior to~~>[befftre] signing your Franchise Agreement. We provide training for you (or one of your Entity Owners, if you are an Entity) and the initial store manager (if different from you or your Entity Owner) free of charge at our training facility in Salt Lake City or

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any other location-we designate. 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 Mrs. Fields Cookie Store. 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. Currently, we also will provide training for any additional managers from your Store free of charge. We have the right, however, to charge a tuition fee in the future for each additional manager that attends our training. In the case of a proposed Transfer, we will provide training to the proposed transferee and its attendees at our training facility in Salt Lake City or any other location we designate. The proposed transferee and its attendees may also be given the option of attending, or required to attend, an in-store work experience either at the Store being transferred or at another existing Mrs. Fields Cookie Store. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you or your transferee a fee for any training we provide or for the in-store work experience, but we have the right to do so in the future. See Note 6 to Item 11 of this Offering Circular for <ft*fthef->information regarding training and a description of exceptions to free training. You <~~aro r~~e~~sponsibl~~e ~~for>~~[must pay] all travel and living expenses for your trainees. Travel and living expenses are described in Item 7 of this Offering Circular.

7. 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 Store must at all times be managed by an individual who is certified by us as having completed our training program. You <~~will-b~~e re~~quir~~e~~d to~~>(jmusfl pay the fees that we are then charging for these refresher courses.

8. If you sublease the premises to be used as your Store from one of our Affiliates (sometimes referred to in this Offering Circular as the "Sublessor"), you must sign a standard Sublease Agreement in the form included in Exhibit 10 of this Offering Circular. If you are an Entity, the Sublessor has the right to require that each of your Entity Owners sign a Guaranty in the form attached to the Sublease Agreement. The rent and other amounts due under the Sublease Agreement will be the same as the rent and other amounts due from the tenant under the Sublessor's lease (the "Master Lease") of the premises from the landlord. The rent due will vary with the location of the premises. Typically, monthly rental payments will be based on factors such as the current market value of similar properties and the perceived market value of your Store based <upe»>^ron1 its location and traffic patterns, sales volumes, and so forth. You must pay the monthly rent under the Sublease Agreement directly to us or the Sublessor, as designated by the Sublessor, and we or the Sublessor will then pay the rent to the landlord under the Master Lease. However, we may require you to make the payments to us or the Sublessor at least 30 days in advance of the date the payments are due under the Master Lease (10 days in advance, for percentage rental payments). As described in the General Comments above, rental payments must be paid to us or the Sublessor by electronic bank transfer from your general account. Rental payments are typically non-refundable. Depending on our and the Sublessor's evaluation of your credit-worthiness, the Sublessor has the right to require you to pay a security deposit (typically, the equivalent of one month's rent) under the Sublease Agreement. Upon termination of the Sublease Agreement, the Sublessor will refund the security deposit to you if you have fulfilled all of your obligations under the Sublease Agreement.

9. We make no charge for the operating assistance and guidance we customarily provide to all of our franchisees. However, we have the right to occasionally make special assistance programs available to you for which you must pay the daily fees and charges that we establish.

10. You must pay all business debts, liens and taxes promptly when due. If you fail to do so, we have the right, at our option, to pay the same and then be entitled to immediate reimbursement from you.

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Unpaid debts owed to us bear interest from the due date until paid at the lesser of 1.5% per month or the maximum contract rate permitted by the law of the state in which your Store is located.

11. You must pay the costs of the audit or inspection only if you fail to furnish us with reports, financial statements, tax returns or schedules, or if the audit results show an understatement of Gross Revenues of more than 2% or if the need for an audit was a result of your default under the Franchise Agreement in failing to provide records and reports in a timely manner.

12. We will loan you one copy of each of the Operations Manuals free of charge, as <~~further~~ >described in Item 11. If you lose your copy of the Operations Manuals, you must obtain a replacement copy from us at our then current charge for replacement copies.

13. 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. In addition, we have the right to require the payment of an additional transfer fee deposit if the proposed Transfer does not occur within 12 months from the date we received the initial transfer fee deposit. To complete a Transfer, you will enter into an Assignment, Assumption and Consent with us and the transferee in the form included in Exhibit 6 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<-er->[J childf. or "kev" 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 a wholly-owned corporation under Section 12.4 of the Franchise Agreement. If you acquire an existing Mrs. Fields Cookie Store from MFOC or another franchisee, you will not pay an initial franchise fee to us, but will pay us our then current transfer fee. In addition, if you Transfer a co-branded location with 2 or more of our or our Affiliates' concepts, you <~~will bo r~~e~~quired to>~~[rjmst] pay the highest then current transfer fee among the concepts being transferred. These deposits will be handled in the same manner as the transfer fee deposit described above. <~~Further, for a p~~e~~riod of tim~~e >During <2G0#7>[22Ql!(L] ^we niay allow certain existing franchisees to transfer their franchise agreements for a lower transfer fee.

14. Should it become necessary to relocate your Store on account of the condemnation of your Store 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 <stteh>rthel relocation at a site that meets all of our then current site criteria for the development of new Mrs. Fields Cookie Stores and is acceptable to us <~~provid~~e~~d that~~>[lfl you pay to us our then current relocation fee (which is $2,500 as of the date of this Offering Circular) and satisfy all of the other conditions in Section 4.7 of 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 satisfy our then current policy on remaining term

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requirements for relocations (see Note 15 for a <~~furth~~er description of this requirement). We also have the right to require you to sign, in lieu of the Term Pre-Purchase Addendum, a new form of Franchise Agreement< ~~in oonnoction~~> with any approved relocation where you are also required to purchase additional term.

15. 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 Store, 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 Franchise Agreement at the time of a proposed Transfer or relocation. If, however, there are less than 4 years of term remaining under the Franchise Agreement at the time of a proposed Transfer or a proposed relocation of your Store, 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 7 years. For the purposes of this Offering Circular, "term remaining under the Franchise Agreement" means the remainder of any initial term plus the remainder of any renewal term under the Franchise Agreement. For example, if you have 5 years left on your initial term and a renewal term of 10 years, the term remaining under the Franchise Agreement is 15 years. Similarly, if you have already renewed and have 2 years remaining on your renewal term, the term remaining under the Franchise Agreement is 2 years.

Even if we do not require the purchase of additional term upon a proposed Transfer or a proposed relocation of your Store, we may, at our option, allow your transferee or you to purchase additional term from us as part of the Transfer or relocation. The purchase of any additional term by your transferee or you, however, may not result in the term remaining under the Franchise Agreement to be more than 14 years.

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 7 to this Offering Circular. As <fether->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 term remaining under the Franchise Agreement, <~~provid~~e~~d that~~>[jfl 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.

16. 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>[those] 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 Mrs. Fields Cookie Stores. We may provide samples,

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copies or information explaining these items to you <~~from tim~~e to time>[periodicaUy]. If you elect to purchase any <saeh>[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. In addition, we have the right to develop and market special mandatory promotional items for Mrs. Fields Cookie Stores and require you to maintain a representative inventory of these promotional items to meet public demand. In <ss6h>rthat1 case, we will make these items available to you at our cost plus a reasonable mark-up and any shipping, handling and storage charges.

17. If we elect to manage your Store pending our purchase of that store, as permitted by Section 14.5(e) of the Franchise Agreement, or we assume management of your Store in the case of your voluntary abandonment, as permitted by Section 13.5 of the Franchise Agreement, we have the right to charge a management fee of 10% of the Gross Revenues of that store during the period of management.

18. Article 16 of the Franchise Agreement grants us a security interest in the collateral described in that Section. Upon your signing of the Franchise Agreement, you must sign the necessary Uniform Commercial Code financing statements and reimburse us for the costs of filing those statements with the appropriate government agencies. You must also sign continuation statements when required by law and reimburse us for the costs of filing those continuation statements.

19. If we or our Affiliates prevail in any arbitration proceeding or litigation against you, you must pay the costs and attorneys' fees incurred. You and each of your Entity Owners also have certain indemnification obligations to us and our Affiliates, as referenced in Item 9 of this Offering Circular.

20. If you change your name, or your Entity changes its name or entity type, but no Transfer occurs as a result, you must notify us promptly following the change, provide us with any documentation we reasonably request to verify the name change, and pay us our then-current documentation fee (which is $500 as of the date of this Offering Circular) to defray our costs associated with documenting the change.

21. We offer an optional Resale Facilitation Program to existing franchisees who want to sell their Mrs. Fields Cookie Stores. If an existing franchisee (the "Selling Franchisee") desires to participate in the Resale Facilitation Program as a possible way of selling its Mrs. Fields Cookie Store, 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 Mrs. Fields Cookie Store 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 Mrs. Fields Cookie Store (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 9. 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 Mrs. Fields Cookie Store for the 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 9 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 Mrs. Fields Cookie Store 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 Mrs. Fields Cookie Store 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

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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 Mrs; Fields Cookie Store. The Resale Facilitation Program is just one of the possible options that may be 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. 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.

22. [Out Brokerage service _may be another option available to an existing franchises that

wants to sell its Mrs. Fields Cookie Store and a prospective franchisee that wants to buv a Mrs. Fields Cookie Store. In exchange for a fee, we will provide certain services to a selling franchisee that wants to sign a non-exclusive listing agreement with us. These services mav include fai listing

franchisee to potential buyers, to providing advice about marketing the store for sale, or advertising it ourselves, and (d\ offering incentives to the buver in the form of reduced term purchase, future franchise fees, development rights, or similar items. The fee will only he naid to us if we successfully complete a sale of the store, and the transfer is subject to all other transfer procedures as more fullv described in paragraph 15 of this Item 6.1

[22»]If we terminate the Franchise Agreement with cause, or you terminate the Franchise Agreement without cause, you must pay us a termination fee equal to the present value (using the then current 30 year Treasury Bond rate) of the continuing fees you would have paid us on the product of your Store's average monthly Gross Revenues during its most recent 12 months of operation (or shorter period if open less than 12 months) before the termination multiplied by the number of months remaining in the Franchise Agreement's current term had we or you not terminated it. The termination fee is compensation to us for anticipated and reasonably estimated lost profits.

<[Re~~maind~~e~~r of page intentionally loft blank]~~>

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ITEM 7. INITIAL INVESTMENT

Description	Amount	Method of Payment	When Due	To Whom Payment Is to Be Made
a. Initial franchise fee (Note 1) Initial fee for Non-Baking Kiosk (General Comments)	$30,000 (Note 1) $5,000 if granted right to operate a Non-Baking Kiosk (General Comments)	Lump sum	Upon signing Franchise Agreement, or Non-Baking Kiosk Addendum in the case of a Non-Baking Kiosk	Us
b. Travel and living expenses while training (Note 2)	$2,900 - $3,600	Lump sum, as incurred	As incurred during training	Airlines, hotels, and restaurants
c. Real estate lease	Note 3	Note 3	Note 3	Note 3
d.l. Improvements and Equipment, if constructing a new [in-line ]store Kauinment. if installing n modular, prefabricated	$125,000-$175,000 $[110,000 to $170,000 ] []4,000 to $<45^ 000>[4J»PJ1Q]	As agreed with the contractors and suppliers providing labor, materials, or equipment	As incurred	Various independent contractors and suppliers
hakinc kioskl (Note 4) Equipment if granted right to operate a Non-Baking Kiosk (General Comments)			As incurred	Various independent contractors and suppliers
d.2. Improvements and Equipment, if acquiring the assets of an existing store from MFOC (Note 5)	$0 - $<45&QQ0>f 150.000]	Lump sum	Upon acquisition	MFOC
e. Opening Product and Soft Goods Inventory	$1,000-$5,000 (Note 6)	As agreed with suppliers or lump sum if to MFOC	As incurred or upon acquisition of the store assets if you purchase an existing store from	Suppliers, including MFOC if you purchase an existing store from MFOC

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Description	Amount	Method of Payment	When Due	To Whom Payment Is to Be Made
			MFOC
f. Grand opening promotion, if opening a new store	$5,000 (Note 7)	Lump sum	As incurred	Us, and various vendors and suppliers; not required if you purchase an existing store from MFOC (Note 8)
g. Security deposits, utility deposits, business licenses, and other deposits and prepaid expenses (Note 8)	$2,500 - $4,000	Lump sum	Before opening	Landlord, utility companies, suppliers, and government agencies
h. Professional fees (Note 9)	$500-$1,500	Lump sum	As incurred	Attorneys, accountants, and other consultants
i. Insurance (3 months) (Note 10)	$2,500 - $3,500	Lump sum or installments, as determined by insurance carriers	Before or upon signing of Franchise Agreement	Insurance carriers
j. Coffee preparation and serving equipment (3 months)	$2,500 - $4,000	Monthly	Monthly	Various vendors or suppliers (will be included in acquired assets if you purchase an existing store from MFOC
k. Computer hardware and software<rincludiflg ■ Internet aeeess> (Note 11)	$<a>[i5PJl] -<?_TgQQ>r4.5001	Lump sum		Various vendors or suppliers

			and software or-if you-do not-have the-required access to the-Intemet>
1. Additional funds (3 months) (Note 12)	$8,000-$12,000	Lump sum, as incurred	As incurred	Employees, suppliers, utilities and other vendors
Totals
Totals	S<^M40,>r248.m0.1 if constructing a new fm-Jine

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Amount

Method

]Mrs. Fields Cookie Store (not including real estate lease costs); $<~~54,900~~

~~$526,100,~~>[162_i4jlib. S243.100ifinst_aHinpanew modular, prefabricated baking kiosk fnnt including real estate lease costsh if acquiring the assets of an existing Mrs. Fields Cookie Store (not including real estate lease costs); $9,000 to $50,000 if granted right to operate a Non-Baking Kiosk (not including real estate <m&->lease costs)

)f Payment

When Due

To Whom Payment Is to Be Made

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General Comments:

We have based the estimates provided in the chart above upon our experience and the experience of our predecessors in establishing and operating hundreds of[ in-line] Mrs. Fields Cookie Stores; however, we do not guarantee that your costs will not be higher than described above. You should review these figures carefully with a business adviser before making any decision to purchase the Franchise.

These estimates assume that you are developing a traditional Mrs. Fields Cookie Store operated independently of any co-branded concept, such as one offered by one of our Affiliates. Therefore, the estimates do not include any initial franchise fees, continuing fees, buildouts, labor, equipment, or any other costs or expenses associated with any co-branded concept that you might seek to develop at your Mrs. Fields Cookie Store.

All payments you make to us or our Affiliates are non-refundable unless otherwise stated. Payments you make to parties other than us or our Affiliates may be refundable at the option of the other party. Because we do not know who these third parties are, we cannot state when or if payments made to these third parties will be refundable.

Neither we nor our Affiliates finance any portion of the initial franchise fee. In addition, except as described in Item 10, neither we nor our Affiliates offer any other financing, directly or indirectly.

The estimates in the above chart do not include continuing fees or marketing fees payable to us during the operation of your Franchise since these fees are payable out of the Gross Revenues of your Store. See the information in Item 6 for an explanation of the continuing fee and marketing fee.

We also may grant you the right to operate a Non-Baking Kiosk in the same shopping mall or center as a Host Store for an initial fee of $5,000. (See Item 5 of this Offering Circular.) In <sueh>rthatl case, you must acquire the necessary equipment for a Non-Baking Kiosk. We estimate the cost for this additional equipment to range from $4,000 (for example, for a small display cart) to $45,000 (for example, for a semi-permanent kiosk or large cookie cart). Your costs will depend on the type of Non-Baking Kiosk you operate and your equipment source. You will pay for this equipment according to the terms you work out with the supplier. Based on this information, we estimate that the initial investment required for a Non-Baking Kiosk, including the initial fee and equipment, but excluding real estate lease costs, ranges from $9,000 to $50,000.

Specific Notes:

1. $30,000 is the standard initial franchise fee for a new Mrs. Fields franchise. If you purchase the assets of an existing store 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, and the conditions when a portion of the initial franchise fee may be refundable.

2. You <~~arc roannnniblo for~~>rmust pavl paying any incidental expenses that you and your

manager and any other trainees incur while attending our initial training program, including car rental, gas, airline tickets, meals, hotel room, entertainment, and salaries.

3. If you do not currently own adequate space, you must lease the space for your Store. Typical locations are shopping malls and strip shopping centers. The average Mrs. Fields Cookie Store requires between 600 and 900 square feet of space. [A typical modular. prefabricated hakjnp; ki^sk will use between 400 and 800 square feet of space. 1A typical Non-Baking Kiosk will use between 50 and 150

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square feet. 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 store. 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, as explained in Note 8, under Item 6 of this Offering Circular.

4. These estimates include construction costs (labor and material) for typical tenant improvements and remodeling necessary to prepare a site for operation of a Mrs. Fields Cookie Store 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 store, 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 Store. 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.[_]

[ A modnlari prefabricated baking kiosK is a free-standing Mrs, Fieh is operated within a mail shopping center or

is. however, usually operated under a long-term lease, as opposed to a short-term or month-to-

month lease that may he available for a Non-PaKing KiosH. The modular u,nit is assembled wsing many prefabricated somponents that are built off-site, often at a sayings oyer, traditional

construction methods. It is typically most appropriate for high-traffic center court or corridors

within larger metropolitan malls. It you 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 in-line Mrs. Field? Store, and vou must purchase the prefabricated components from a vendor or vei designate, as described in Item 8. ]

5. As explained in Item 5 of this Offering Circular, you may have the opportunity to acquire the assets of an existing Mrs. Fields Cookie Store from MFOC. In that case, you would pay the purchase price for the store 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 store 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 store.

6. This estimate includes supplies, opening inventory, accounting forms and systems, soft goods, such as napkins, cups, and other paper goods, utensils, packaging materials and other items required to operate under the Mrs. Fields System. The costs will vary depending upon your inventory levels and storage space. If you purchase the assets of an existing store from MFOC, MFOC may require you to pay $1,500 toward the purchase price of the Product and Soft Goods Inventory at your closing. Once a physical count of the Product and Soft Goods Inventory is completed, you must pay the balance

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of the purchase price. However, if the actual purchase price of the Product and Soft Goods Inventory is less than $1,500, MFOC will refund the difference to you.

7. As explained in more detail in Item 5 of this Offering Circular, if you are developing a new<-> Mrs. Fields Cookie Store, you <aro ~~roquir~~o~~d to~~>[must] spend at least $5,000 on a grand opening advertising and promotional program. At least a portion of this amount must be paid to us or our Affiliates to cover the cost of the materials that we or our Affiliates develop and provide to you for the grand opening programs. You may also incur expenses from other vendors and suppliers in conducting your grand opening promotion.

8. 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.

9. 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.

10. 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 Store 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 Store 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.

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Your real estate lease may also impose requirements for insurance coverage in addition to the requirements that we impose. The chart contains the estimated cost of required insurance coverage for a 3 month start-up period; however, the cost of insurance varies, depending upon the insurance company you select, lease requirements, variances in the cost of insurance from city to city and state to state, and other factors. Whether or not amounts paid for insurance premiums are refundable will be determined by individual insurance carriers and the terms of the insurance policies.

11. As of the date of this Offering Circular, we <~~do not r~~e~~quir~~e ~~you to us~~e ~~any eomput~~o~~r hardwar~~e ~~or ooftwaro in th~~e ~~operation of your Store and, th~~e~~refore, your initial inv~~e~~stment for this it~~e~~m may b~~e ~~$0. If wo do, howev~~e~~r, r~~e~~quir~~e ~~you in th~~o ~~futur~~e ~~to purohas~~o~~, in~~s~~tall and use computer hardwar~~e ~~and software which m~~ee~~t our sp~~e~~cifications and standards, w~~e e~~stimat~~e ~~that you will incur costs of $1,250 to $7 500 or mor~~e~~>[have designated the Treatware point of sale software system hv Innovative~~

Computer Systems, jnc, TICS") and Ddl Qptiplex 17QL Computers with Windows XF

sale and computer system for use in vour Store. The Dell Computers also act as vour registers. operating, with the ICS Treatware software. We estimate that the initial cost of this POS software and computer system is from $3.500 to S4.500. Tn addition to this initial cost, vou will be required

also currently require that you have ~~<aoe~~e~~r.s tn th~~e>[wireless] Internet <fe6m>[access in! your Store premises [for use hy vour customers and ]in order to submit repnrts[ for vour Store], including Gross <~~Rov~~onuo>[Revenues] reports and financial statements, <~~for your Store~~ >to us electron)callv[. and to allow us tq access information directly from vour POS svsteml. We also require you to establish and maintain a valid email address and authorize us to communicate with you by that method at the address.

in the table. ]See Item 11 of this Offering Circular for more information on our right to require you to purchase, install and use computer hardware and software in the future. L]

12. This amount represents the range of your initial start-up expenses over the first 3 months of operation. These figures include estimated payroll costs. However, they do not include the salary for the store manager, on the assumption that you will manage the store. The figures also do not include inventory. These figures are estimates and we cannot guarantee that you will not have additional expenses starting your business. Your costs will depend upon factors such as how well you follow our methods and procedures; your management skill, experience, and business acumen; local economic conditions; the time of the year your Store is opened; the demand for specialty food and snack goods and services in your area; the prevailing wage rates; competition; and the sales level reached during the initial period.

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Purchases of Mrs. Fields Products and Other Items

Mrs. Fields Products:

The recipes, formulations, and specifications for all Mrs. Fields Products are trade secrets belonging exclusively to us and our Affiliates. We or our Affiliates have licensed Countryside Baking Co., Inc. ("Countryside"), and may license other manufacturers <~~from tim~~e ~~to timo~~>[periodicflHv]. to manufacture ready-to-bake dough products and other ready-to-complete Mrs. Fields Product mixes following our secret recipes, formulations, and specifications. We or our Affiliates may also license with various paper manufacturers or distributors to produce branded or proprietary paper products that you

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must purchase for your Store. These products are then sold to Dawn Food ProductsOf and] Kaleel Bros., Inc.,<~~Harm~~o~~n Food Sorvioe and N~~o~~twork Service~~s ~~Distribution~~^ as our current primary distributors, though we mav designate new or additional distributors in the future] (collectively, "Distributors"), under license from us or our Affiliates, for sale and distribution by Distributors to Mrs. Fields Cookie Stores and other Mrs. Fields Retail Outlets. Distributors sell the products described above to all Mrs. Fields Retail Outlets. Distributors charge the same prices to franchisees, our Affiliates and us, although the charges may vary based on location and quantity ordered, and we and our Affiliates may receive rebates on purchases from Distributors as described below. Except for coffee products and certain items of equipment and supplies available through Bintz Equipment Co. ("Bintz") (as <~~furth~~or >described below in this Item 8), you must purchase from Distributors all of your Mrs. Fields Products and all other food and Mrs. Fields branded items specified in the Operations Manual or other franchisor communications from Distributors.

You must purchase and offer from your Store coffee products that meet our standards and specifications. We have designated Coffee Bean International ("CBI") as a coffee product supplier that meets our standards and specifications. CBI currently supplies whole bean and ground roasted coffee blends under the Mrs. Fields Cookies label to a number of our franchisees. <~~Currently, CBI is our only~~ apprQved>~~[We may test or offer other]~~ coffee <saBptieF>rprograms and suppliers pejjndjcfllly].

Except for certain items that Bintz makes available to you for purchase, such as small wares, small equipment and promotional materials (as< ~~rarth~~er> described below in this Item 8), Distributors are the only supplier licensed to distribute soft goods supplies displaying the Mrs. Fields Trademarks and you must purchase these items from Distributors.

In operating your Store, you must use only the soft goods, small wares, utensils, cleaning supplies, novelty items and other miscellaneous items that we require and have been approved for Mrs. Fields Cookie Stores, as meeting our specifications and standards for quality, appearance, function and performance. Except as stated in the paragraph above, you may purchase these items from any supplier who can satisfy our standards and specifications. All standards and specifications will be contained in the Operations Manuals and other written or electronically transmitted materials that we or our Affiliates furnish to you.

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 Store. 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>[pji] purchases by each franchisee. These funds may be used to develop and implement marketing and promotional activities designed to benefit the entire system of Mrs. Fields Cookie Stores, and to increase the sale of Coca-Cola products at all stores. Amounts received by us or our Affiliates from Coca-Cola Fountain or its affiliates will not reduce the payments you ~~<ore requir~~e~~d to~~>[must] make to us as marketing fee payments under the Franchise Agreement.

During <3004;>[2QQ5J we and our Affiliates recognized approximately $<4~~.400.000~~>[3.899.000] received from suppliers and vendors, based <uBen>[on1 arrangements for purchases by us, our Affiliates, and our and their respective franchisees and licensees, and/or referrals from us or our Affiliates of franchisees and licensees to suppliers and vendors (excluding amounts received by our Affiliates from suppliers and vendors based <upen>[fl] purchases of required yogurt <~~and ic~~o ~~croam >~~products by TCBY franchisees, and excluding amounts received by our Affiliates for purchases of required cookie

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batter by Great American Cookie Company franchisees). This amount represents approximately <St4>IM]% of MFFB and its subsidiaries' total revenues for <20Q47>[2M5J

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. We do not participate in any purchasing or distribution cooperatives.

Location of your Store: Real Estate Lease

You must locate a site for your Store that is approved by us, and you may not sign a lease for the site until we have given our approval in writing. When you sign your lease, we may also require that you and your landlord sign a Lease Addendum in the form included in Exhibit 8 of this Offering Circular. We approve locations on a case-by-case basis, considering items such as size, appearance, and other physical characteristics of the site, demographic characteristics, traffic patterns, competition from other businesses in the area (including other Mrs. Fields Retail Outlets) and other commercial characteristics, such as purchase price, rental obligations and other lease terms. In certain circumstances, you may be able to lease a site from one of our Affiliates, but you are not required to sublease premises from any of our Affiliates. In <sueh>rthat] case, you must enter into a Sublease Agreement with the Sublessor. Rent received under a Sublease Agreement is passed through to the landlord. Neither we nor our Affiliates recognize revenues as a result of a sublease arrangement.

Development of your Store

You must construct and develop your Store. We will furnish you with prototypical plans and specifications for your Store, including requirements for exterior and interior materials and finishes, dimensions, design, image, interior layout, decor, fixtures, furnishings, equipment, color schemes and signs. You must develop your Store in accordance with these plans and specifications. You must prepare all required construction plans and specifications to suit the shape and dimensions of your site and to ensure that the plans and specifications comply with applicable ordinances, building codes and permit requirements and with lease requirements and restrictions. Your construction plans must be based on the prototypical plans and specifications. You must submit construction plans and specifications to us for our approval before you begin construction of your Store, and you must submit all revised and "as built" plans and specifications to us during the course of construction.

[Tf voii purchase a modular, prefabricated baking kiosk, which is assembled using many prefabricated components that are built off-site, vou must purchase these prefabricated components from the vendor or vendors we designate. As of the date of this Offering Circular, we have designated All Star Carts as the only designated vendor of these prefabricated components. 1

Fixtures. Furnishings. Equipment and Signs

In developing and operating your Store, you must use only the fixtures, furnishings, equipment (which <~~may in the futur~~e >include computer hardware and software, as< ~~furthor~~> described in Item 11) and signs that we require and have approved as meeting our specifications and standards for quality, design, appearance, function and performance. You may only display at your Store the signs, emblems, lettering, logos and display materials that we approve in writing. We have the right to install all required signs at the Store premises at your expense, although our current practice is to allow you to install the

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signs. You may purchase these items from any supplier who can satisfy our standards and specifications. All standards and specifications will be contained in the Operations Manuals and other materials we furnish or make available to you. Currently, we have designated Bintz as an equipment and smallwares supplier that meets our standards and specifications. Bintz offers equipment and smallwares to our and our Affiliates' franchisees. You are not obligated to purchase equipment or smallwares from Bintz. In some instances, however, Bintz may be the only source of supply for certain items of equipment and smallwares that satisfy our standards and specifications. [_J

[As of the date of this Offering Circular, we have designated the Treat system bv 1CS. and Dell Optiplex 170L Computers with Windows XP Profession: 11.5 Software and a Dell Photo Printer - A922. as the required point of sale and computer system for use in vour Store. See Items 7 and 11 for more information. While vou mav ohts software and equipment from anv authorized dealer who sells them, we mav neriodit with one or more vendors to provide discounts or incentives that mav reduce 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 Store.]

Standards and Specifications: Suppliers

We have developed and have the right to modify, in the future, our standards and specifications based on our commitment to provide Mrs. Fields Products of the highest quality and to protect and enhance the value of the Mrs. Fields System and Trademarks. In developing and operating your Store, you will use many supplies ("General Supplies") other than the food items to be incorporated into Mrs, Fields Products and the trademark-bearing soft goods. The Operations Manuals contain standards and specifications for many of the supplies that you will use. Standards and specifications for Mrs. Fields Products and the food items to be incorporated into these products are not available to franchisees since these constitute our trade secrets.

If you wish to use General Supplies in your Store that are different from the General Supplies specified in the Operations Manuals, you may request from us a detailed breakdown of the specifications we require for the item. You may then submit to us the details and specifications of any substitute item or supply you propose to use. We will evaluate the proposed substitution and advise you within 90 days of your submission if the substitute item is acceptable to us. We do not charge any fee for evaluating substitute suppliers proposed by franchisees.

As <~~further~~ >described above in this Item 8, we have approved Countryside, Distributors, CBI, Bintz[. All Star Carts.] and Coca-Cola as the only approved suppliers of certain items based on our or our Affiliates' evaluation of, among other things, their price terms and their ability to meet our strict quality standards. We have no procedures for franchisees to propose alternative suppliers of these items. In addition, we will not approve any other suppliers of these items unless we terminate our relationship with one of the approved suppliers identified above. We will then establish other supplier relationships and will advise you of the new suppliers. Except as disclosed previously in this Item 8, neither we nor any of our Affiliates receive payments from any approved supplier because of transactions between the supplier and the franchisee.

We estimate that the cost of required purchases of products, supplies, fixtures, furnishings, equipment, signs and leases from approved suppliers or otherwise wilt represent 90% or more of your overall purchases of<sueh>[those] items in operating your Store.

For purposes of this Item 8, references to your Store include any I modular, prefabricate^ baking kiosk, and any ]Non-Baking Kiosk you operate under a Non-Baking Kiosks Addendum. You

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must purchase your Non-Baking Kiosk and related signage from an approved supplier, and <st*6h>[ihflS] items must meet our then current standards and specifications.

ITEM 9. FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AGREEMENT 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 Franchise Agreement(l)	Item in Offering Circular
a. Site selection and acquisition/lease	Sections 4.1 and 4.2; also see Sublease Agreement; Option Agreement	Items 6,7, 8, 11 and 12
b. Pre-opening purchases/leases	Sections 4.2,4.3,4.4,4.6 and 7.1; also see Asset Purchase Agreement	Items 5,6, 7, and 8
c. Site development and other pre-opening requirements	Sections 4.3, 4.4, 4.5, 7.1 and 7.8	Items 6, 7 and 11
d. Initial and on-going training	Article 5	Items 6, 7 and 11
e. Opening	Sections 4.5 and 4.6	Items 5, 6, 7 and 11
f. Fees	Sections 3.2,4.6,4.7, 5.1,5.2, 5.3, 6.1,6.2,6.3,6.4,6.5,8.3,9.1,9.3, 12.3(f), 13.5,14.2,14.6 and 16.2; 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, 7, 11, and 17
g. Compliance with System Standards and other standards and policies/operating manual	Article 4 and Sections 5.1, 5.2, 7.1, 7.2, 7.3,7.4, 7.5, 8.1, 8.2,9.2 and Article 10	Items 6, 7, 8,11,13, 14, 15, and 16
h. Trademarks and proprietary information	Section 4.7, Article 10 and Sections 12.3(1), 13.1(d), 14.3 and 14.4; Article 7 of Asset Purchase Agreement; see also Confidentiality Agreement and Option Agreement	Items 8, 13, 14, and 17
i. Restrictions on	Sections 2.1, 7.1, 7.3, 9.2 and 10.7	Items 1, 8, 14, and 16

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Obligation	Section in Franchise Agreement(l)	Item in Offering Circular
products/services offered
j. Warranty and customer service requirements	Sections 4.1,4.2(d), 5.3, 7.1, 7.5, 15.2 and 15.6; Acknowledgment Addendum to Franchise Agreement; Article 5 of Asset Purchase Agreement	Item 11
k. Territorial Development and Sales Quotas	None	None
1. Ongoing product/service purchases	Sections 4.4 and 7.1	Items 8 and 11
m. Maintenance, appearance and remodeling requirements	Sections 3.2,4.4,4.6, 7.1, 9.2 and 14.6; Article 2 and Article 8 of. Sublease Agreement	Items 11, 13, and 17
n. Insurance	Sections 4.5(e), 7.9 and 14.5(e); Article 8 of Sublease Agreement	Items 6, 7 and 11
o. Advertising	Sections 4.6, 7.1, Article 9 and Article 10	Items 5,6, 7,11, and 13
p. Indemnification	Sections 7.8,10.5 and 15.6; 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 5.1, 7.1, 7.2, 7.7, 7.8 and 13.5	Items 11 and 15
r. Records and reports	Sections 7.1, 7.4, 7.6, 7.7, 8.1, 8.2 and 10.4	None
s. Inspections and audits	Sections 7.5 and 8.3; Section 2.6 of Sublease Agreement	Item 6

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Obligation	Section in Franchise Agreement(l)	Item in Offering Circular
t. Transfer	Section 4.7, Article 12 and Section 13.1(b); Article 11 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 3.2; Renewal Addendum
v. Post-termination obligations	Sections 6.5, 7.8, 8.2, 8.3, 10.5, 10.8,11.2 and 12.3(1), Article 14, Section 15.6, Article 16 and Article 18; 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	Article 11 and Sections 12.3(j) and 12.5(c)	Item 17
x. Dispute resolution	Article 16 and Sections 17.1, 17.2, 17.3,17.4,17.5,17.6 and 17.7; Section 7.2 of Option Agreement	Item 17

(1) 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 Store to you. In <s»eh>[lhjit] case, you must sign a standard form of Sublease Agreement included in Exhibit 10 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 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

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properties, the perceived market value of your Store based <upeft>[oji] 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 re-enter 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 13.1(f) 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 described below, neither we nor our Affiliates need provide any assistance to you. Before Opening:

Before you open your Store, we or our Affiliates will:

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1. We will approve or disapprove a site proposed by you for your Store within a reasonable period of time determined by us. We are not obligated to approve or disapprove a site within any specified time period. You must have selected the site for your Store and obtained our approval for the site before signing the Franchise Agreement. We may refer you to a recommended broker in your geographic area to assist you in finding a site, although you are not required to use the broker. In evaluating a proposed site, we may inspect the site and may consider a variety of factors, including demographic characteristics, traffic patterns, parking, character of the neighborhood, competition from other dessert, snack food and bakery outlets in the area, the proximity to other businesses (including other Mrs. Fields Retail Outlets), the nature of other businesses in proximity to the site and other commercial characteristics (including the purchase price, rental obligations and other lease terms for the proposed site), and the size, appearance and other physical characteristics of the proposed site (Franchise Agreement, Section 4.1). 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 Store 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. Application of site criteria that have been effective for other sites may not be predictive of the potential for any specific site and after our approval of a site, demographic and economic factors, including competition from other dessert, snack food and bakery businesses, included in or excluded from our site criteria could change, altering the potential of a site. The uncertainty and instability of the factors included in these criteria are beyond our control, and we will not be responsible for the failure of a site approved by us to meet expectations as to potential revenue or operational criteria (Franchise Agreement, Section 4.1).

2. One of our Affiliates will sublease your Store site to you or assign an existing lease for the site to you if the site approved by us for your Store is a site currently being operated by our Affiliates as a Mrs. Fields Cookie Store and you purchase the assets of that store, as explained in Item 5 of this Offering Circular. The terms of the Sublease Agreement are explained in Item 6 of this Offering Circular, under Note 8, and in Item 10 of this Offering Circular. If one of our Affiliates elects to assign an existing lease to you, you must obtain the release of our Affiliate from its obligations under the lease, and the lease must comply with the requirements in the Franchise Agreement for third party leases generally (Franchise Agreement, Section 4.2(b)). If one of our Affiliates is not currently leasing the site, you must negotiate an acceptable lease for the site from an independent third party, obtain our approval of the lease, sign the Lease Addendum attached as Exhibit 8 to this Offering Circular, and obtain your landlord's signature on the Lease Addendum, unless we agree to waive this requirement in writing (Franchise Agreement, Section 4.2(a)). Neither we nor any of our Affiliates own the real property of any existing Mrs. Fields Cookie Stores.

3. If you are developing a new Mrs. Fields Cookie Store, we will provide you with prototypical plans and specifications, including requirements for exterior and interior materials and finishes, dimensions, design, image, interior layout, decor, fixtures, furnishings, equipment, color schemes and signs. We will provide these materials to you following your signing of the Franchise Agreement (Franchise Agreement, Section 43(a) and Item 8 of this Offering Circular).

4. We will provide you, through the Operations Manuals and other materials to be furnished or made available to you after you sign the Franchise Agreement, the standards and specifications for the fixtures, furnishings, equipment (which may in the future include computer hardware and software) and signs that we require and have approved as meeting our specifications and standards for quality, design, appearance, function and performance and which you must use (Franchise Agreement, Sections 4.4 and 5.2 and also Item 8 of this Offering Circular). At our option, we will furnish or make available to you

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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 communication systems.

5. If you are developing a new store, we will provide our standard grand opening marketing and public relations programs and media and advertising materials to you at least 10 days before store opening, upon your payment to us for those materials, as explained in Item 5 of this Offering Circular (Franchise Agreement, Section 4.6).

6. You may not attend training until you have signed your Franchise Agreement. We will provide an initial training program for you (or if you are an Entity, for one of your Entity Owners) and for your initial store manager (if different from you). You (or one of your Entity Owners) and any manager of your store must successfully complete all phases of our training program. [AH of vour training attendees (including vou and anv Entity Owners or proposed managers! 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 their responsibilities to manage and/or oversee the management of vour Store. ]A11 training occurs at our classroom facility and training kitchen located in Salt lake City, Utah, or any other location designated by us. The training course for Mrs. Fields Franchisees is offered about once each month and lasts 10 days, with 9 days of instruction and one day of free time, which may include touring our franchisee support center and other facilities. In addition to the training described below, a typical trainee will spend between 6 and 10 hours during the course on recommended homework. We distribute training materials, which include our Operations Manuals and laminated job aids, at various times during the training course. All of the training sessions are supervised or taught by Kim Browning, who has over 5 years of operations and training experience with us or our Affiliates 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 Mrs. Fields Cookie Store. 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. In the case of a proposed Transfer, we will provide training to the proposed transferee and its attendees at our training facility in Salt Lake City or any other location we designate. fThe transferee and its attendees must attend training before a proposed Transfer is

]The proposed transferee and its attendees may also be given the option of attending, or in the future required to attend, an in-store work experience at the Store being transferred. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you or your transferee a fee for any training we provide or for the in-store work experience, but we have the right to do so in the future.

[

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]The Mrs. Fields training course outline is as follows:

< Ttme>

Sttfefee*>

<Hours o~~f Instruction~~

<©ay4>

<~~Ori~~e~~ntation; History of Mrs. Fi~~elds~~; Geni Coolcies & D~~e~~oorated Cooki~~eo>

<4>

<~~Classroom~~>

<Day-4>

<~~Baking G~~e~~ni Coolci~~e~~s, Specialty Cookies~~ Deoorate~~d Cooki~~e~~s, Cookie G~~ups

<$S>

<~~Training Kitoh~~en>

<Day-2>

<Re~~viow Customer S~~e~~rvice, QSC, Mark~~e~~ting Muffins, Brownies & Study Guide~~s ~~Mark~~e~~ting Department Fr~~e~~scn~~te>__________

<40>

<~~Classroom~~>

<Da>^>

<~~Praotio~~e ~~Balcing Coolcies, D~~e~~monstration of D~~e~~oorating, Dooorato Deoorat~~e~~d Cookies Bak~~e ~~Fudge Brown~~ies>__________________

<$>

<~~Training Kiteh~~en>

<Day-4>

<~~Rcview Muffins, Mini Muffins, Br~~e~~akfast Coolcies & Study Guides~~>______________

<&§>

<C~~las~~s~~room~~>

<Day 3>

<~~Cut Fudg~~e ~~Browni~~e~~s, Bak~~e ~~Coolcies, mak~~e

~~Crumb GrusfcA~~-Grust-~~Brown~~ies

~~Pan up bakery prod~~uets>________________

<4t0>

<~~Training Kitch~~on>

<~~Day \~~>

<~~Roviow Bakery & Study Gu~~ides

<$S>

<~~Classroom~~>

<~~Day 4~~>

<~~Cut Crust Brownies, Prepare Muffins for~~

~~fre~~e~~zing~~

Pre~~par~~e ~~Bakery Products~~

~~Crois~~s~~ants, Cinnamon Rolls, Bag~~els>

<4^>

~~<Training Kitohen~~>

<Day->

<~~Make Coolcies, Bake Froz~~e~~n Muffin~~s

~~Inv~~e~~ntory~~

~~Equipm~~ent-Review>_______________

<$S>

<~~Day 5~~>

<~~Cash R~~e~~gist~~e~~rs, C~~ash Registe~~r Ex~~e~~rois~~e>

<4^>

<~~Cla~~ss~~room~~>

<~~Day 6~~>

<~~Human R~~es~~ourc~~es ~~Financial R~~e~~view Food Cost Program Store Opening Gui~~de>

<1S>

<Day-6>

<~~Mak~~e Le~~monad~~e >

~~<Training~~

~~Kitch~~en

<Day-^>

<Q>

<Bay-8>

<~~Stor~~o ~~Opening~~

~~Compl~~ete ~~all nec~~e~~ssary operational tasks~~>

<&0>

<~~Training Kitch~~e~~n and Classroom~~>

<Day-9>

<~~Stor~~e ~~Closing~~

~~Compl~~e~~te all n~~e~~cessary operational tasks~~>

<&0>

<~~Training Kitch~~e~~n and Cla~~ss~~room~~>

<~~Day 10~~>

<~~orporat~~e ~~Presentation; Franchi~~s~~ing; Taxes; Accountin~~gs Ac~~counts Rec~~ei~~vable; Mark~~e~~ting;~~-~~Purohasing & Distribution; R~~e~~al E~~s~~tat~~e~~; Knowl~~e~~dge Assessment & Evaluation~~>______

<&$>

<~~Cla~~ss~~room~~>

limri

[

[Hours of Instruction⁰¹¹

kocationl

JBuIL

Orientation; Brand Blueprints

JML

[Irajning,

-42-

limfil

111 ours of Instruction*¹"

[ Locationl

Q2uLU

VjsiQR and Mission Statements; Hi?

Mrs. Fields: Training facility Tour]

»re Lineup. Pre-haking. Procedures:

Hajfacmsl

Facility]

[Training

Utexl]

[fiaxll

mav 41

[Review Homework: Baking Brownies and Muffins: Post-Baking Brownie Procedures]

IM]

Brownie

\M\

work; PrQtiwst Frepai

\M\

[Review Bafary & study Guides;

d_________________

LLSH

[Trainjjng

[Trainipg

[Training Facility!

[Training

mav 51

[Dav 6]

IBaill

[Review HprnsworK; Wa

tLa

Vendors]

[Review Homew< Customt

QbS]

IfittL

[Training Facility:

FjLCJUty,]

[Training Facilitvl

[T>av9]

[Review H(

ing: Inventory: P&Ls ai

(2JH

[Marketing Flans; Adyertish

itore Marketing]

(Ml

r; Meet with

(Ml

FSC Personnel]

[Trailing

EatUityJ

JMM

[Dav 9]

[Day 10]

[Preparation for In-Store Experience;

Introduction to In-Store Preparation:

[Final Knowledge Assessment; In-Store

Experience: Fii

CLffl

[Training Faciljtv]

[Training

the Training

[01 Approximately 45 of these hou

(approximately 20-25^ consist of

We provide training for you (or one of your Entity Owners, if you are an Entity) and the initial store manager (if different from you) free of charge; however, you <are res~~pon~~sible fer>[must pav] all travel and living expenses incurred during the training program. Store manager training is mandatory and must be completed before store opening. All training must be completed to our satisfaction and must be completed no more than 45 days before the opening of your Store. In rare cases, we may in our sole discretion, agree to provide training on-site. If we do so, we may charge a reasonable fee to cover our

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costs of providing any on-site training, including living expenses for our employees or agents who provide the training. Replacement store managers must also complete the initial training; however, you may be required to pay a tuition fee for that training, as explained in Item 6 of this Offering Circular (Franchise Agreement, Section 5.1). Replacement store managers are also responsible for living and travel expenses during training. Under no circumstances should you permit your Store to be managed by a person who has not been certified by us as having completed all phases of our training program to our satisfaction (Franchise Agreement, Section 5.1).

During Operation:

During the operation of your franchised business, we or our Affiliates will:

1. Loan you one copy of our store operating standards manual and one copy of our products procedures manual (the "Operations Manuals"), as described in Section 5.2 of the Franchise Agreement. We have the right, at our option, to furnish or make available to you the Operations Manuals in the form of a paper copy, an electronic copy on computer diskette or CD Rom, or an electronic copy accessed through the Internet or other communication systems. The Operations Manuals will contain mandatory and suggested specifications, standards and operating procedures that we require for your Store and information about your other obligations. We may modify the Operations Manuals to reflect changes in the image, specifications, standards, procedures, Products and "System Standards" (as defined in Section 1.2(d) of the Franchise Agreement and discussed in Section 7.1 of the Franchise Agreement). However, we will not make any addition or modification that will alter your fundamental status and rights as a franchisee. The Operations Manuals are confidential and will remain our property. You may not copy any part of the Operations Manuals, either physically or electronically. If your copy of the Operations Manuals is lost, destroyed or significantly damaged, we will provide you with a replacement copy, at our then applicable charge (Franchise Agreement, Section 5.2). The Tables of Contents of the Operations Manuals and the number of pages devoted to each subject as of <~~January 3,~~ 2QQ4r>[December 31. 2005.1 as well as the total number of pages in the Operations Manuals, are included in Exhibit 11 to this Offering Circular.

2. Provide training for any replacement store managers, as explained above (Franchise Agreement, Section 5.1).

3. Furnish you guidance and operating assistance, at your request, about (a) methods, standards, specifications and operating procedures to be utilized in your Store; (b) purchasing required fixtures, furnishings, equipment, signs, materials, supplies, Mrs. Fields Products; and (c) advertising and promotional programs. Although we do not have an obligation to do so, we may advise you of operating problems of your Store that come to our attention. We may furnish or make available this guidance and assistance in the form of references to the Operations Manuals, bulletins and other written materials, electronic computer messages, telephonic conversations or consultations at our offices or at your Store. We will not be liable to you or any other person, and you waive all claims for liability or damages of any type (whether direct, indirect, incidental, consequential, or exemplary), on account of any guidance or operating assistance offered by us, except <~~to the~~ extent>[tf] caused by our gross negligence or intentional misconduct. We will make no separate charge to you for the operating assistance and guidance we customarily provide to our franchisees generally. Occasionally, we may make special assistance programs available to you, however, for which you <will be re~~quir~~e~~d to~~>[mast] pay the daily fees and charges that we establish (Franchise Agreement, Section 5,3).

4. Provide you with the System Standards referred to above. We may modify the System Standards periodically and the modifications may obligate you to invest additional capital in your Store and to incur higher operating costs. We will not obligate you to invest additional capital at a time when

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the investment cannot in our reasonable judgment be amortized during the remaining term of the Franchise Agreement (Franchise Agreement, Section 7.1). We may furnish System Standards in the form of references to the Operations Manuals, bulletins and other written and electronic materials.

5. 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 Mrs. Fields Products, goods and services at Mrs. Fields Retail Outlets. We do not currently 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 Mrs. Fields Retail Outlets owned and operated by our Affiliates. We may also conduct coupon promotions. In <sueh>[that] case, we may require you to accept coupons that are issued by us or our Affiliates and presented at your Store 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 coupon 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 store, which we have prepared using marketing fees we have collected from Mrs. Fields Cookie Stores. For example, we may send you posters for use in your Store. 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 <Stteh>[Jh5] 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 Mrs. Fields Cookie Stores. 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 Store. If you elect to purchase any <sneh>rof thescl 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 <sueh>fthese] 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 r~~e~~quir~~ed to>[nmst] pay to us, as< ~~furth~~er> described in Item 6 of this Offering Circular and below (Franchise Agreement, Section 9.3).

We are not required to spend any particular amount on advertising in the area in which your Store is located.

You may use advertising materials prepared by you if the materials (a) comply with the requirements of Articles 8 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 not advertise your Store or the Mrs. Fields Products over the Internet (or any other form of electronic commerce) or establish a related World Wide Web Site without our prior written consent. In addition, you may only use pamphlets, brochures, cards or other promotional materials offering free Mrs. Fields Products if prepared by us, unless otherwise approved in advance by us. However, we will give favorable

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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 Store in the principal telephone directories distributed in your metropolitan area (Franchise Agreement, Section 9.2).

You must pay to us a weekly<-> marketing fee of 1% to 3% of your Store's Gross Revenues. The marketing fee for <2©95>[2flfllil is 1% of Gross Revenues. For <3QQ6>r20071 and future years, we will notify you annually of the exact percentage you must pay as a marketing fee, except for any year in which the percentage is to remain unchanged from the preceding year. We establish the percentage of Gross Revenues you must pay as a marketing fee annually, although you will not be required to pay more than other franchisees in your market area. You must pay marketing fees weekly by pre-authorized electronic bank transfer, at the same time that you pay continuing fees (Franchise Agreement, Sections 6.3,6.4 and 9.1(a)). Mrs. Fields Cookie Stores 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 9.1(a)).

As of the date of this Offering Circular, we do not form, organize, maintain or otherwise make use of advertising cooperatives, nor do we require you to join one. We have the right, however, in the future, to form, organize, maintain and otherwise make use of local or regional advertising cooperatives. As< ~~furth~~er> described in Item 6 of this Offering Circular, if a local or regional advertising cooperative is formed or organized for the market that includes your Store, we have the right to require you to participate in and contribute to the advertising cooperative an amount of up to 3% of your Gross Revenues, which is in addition to your marketing fees and any lease-required advertising fees. Each Mrs. Fields Cookie Store located within an advertising cooperative, including Mrs. Fields Cookie Stores owned by us or our Affiliates, will be a member of the advertising cooperative and have one vote per Store. Each advertising cooperative will be required to adopt written governing documents that meet our approval. A copy of the governing documents for your local advertising cooperative (if one has been established) is available upon your request. The members of each advertising cooperative and their elected officers will be responsible for all administration of the advertising cooperative. Each advertising cooperative will engage the services of a professional advertising agency, public relations firm or similar service that meets with our approval and has expertise in their market. Each advertising cooperative will be required to have an independent CPA prepare quarterly and annual financial statements, which will be made available to us and all Mrs. Fields Cookie Store franchisees in the advertising cooperative. We have the right to require local and regional advertising cooperatives to be formed, changed, dissolved or merged.

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, as~~< furth~~er>[] described above.

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 <sH6h>fthose] fees. We have the right to use the marketing fees we collect to defray the salaries, administrative costs and overhead we

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and our Affiliates 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 connection~~ >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 9.1(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 Mrs. Fields Trademarks as well as to increase patronage of Mrs. Fields Cookie Stores. 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 Mrs. Fields Cookie Stores, 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 Mrs. Fields Cookie Stores operating in that geographic area or that any Mrs. Fields Cookie Store 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 9.1(d)).

We began collecting marketing fees in the first quarter of 1996. In <2QQ4r>r2005.1 marketing fee contributions were used as follows: (i) production/merchandising: <#0>[42]%; (ii) ~~professional foes: 10%; and (iii)~~ administrative expenses: <~~4Q%. In 20(M.~~>r49%: and din other, consisting of product, development: 2%. Jn 200fi_r] we did not spend any of the marketing fee contributions that we received for advertising that was primarily a solicitation for the sale of franchises, nor do we intend to do so in <3QQ^>r2006.]

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 9.2). If you are developing a new Mrs. Fields Cookie Store, 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.

6. <~~In operating your Stor~~e~~, you must purchase and use the number of eloetronio oa~~s~~h registers n~~c-~~eessary for th~~e ~~size of your store. Currently, wo do not require that you purohas~~o ~~a particular brand or model of el~~e~~ctronic cash regist~~e~~r, although any~~ e~~lectronic cash r~~e~~gist~~e~~r you us~~e ~~must be capabl~~e-~~collecting and generating~~ sales data a~~nd cat~~e~~gory totals and transaction count totals. In th~~o ~~futur~~e~~, you will bo r~~e~~spon~~s~~ibl~~e ~~for any and all upgrad~~e~~s to your el~~e~~ctronic cash registers, as we d~~e~~termin~~e ~~to be nec~~e~~ssary. In addition, we hav~~e tho ~~right to indep~~e~~ndently aoeoso th~~e ~~information and data you ooll~~e~~ot and gather. Wo currently r~~e~~quire that vou have access to th~~e ~~Intern~~et>[As of the date of thijj Offering Circular, we require vou to use the Treatware point of sale software system bv ICS Computer Systems^ as the point of sale system in vour Store. In additit

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. We also currently require that vou have wireless Internet access in vour Store premises customers andl in order to submit reports[ for vour Store], including Gross <~~Rcv~~cnuo>[

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reports and financial statements, <~~for your Stor~~e ~~to us el~~e~~otronicaUy via th~~e ~~Intornot.~~x?? As~~of the dat~~e ~~of thio Offering Circular, w~~e ~~do not requir~~e ~~you to use any comput~~e~~r hardwar~~e ~~or softwar~~e ~~in the operation of your Store, although you must hav~~e the ~~capability to access th~~e ~~Int~~erne~~t as dosorib~~o~~d in Note~~

6-afeeve>[tp us electronically, and to allow us to access information, directly from ytmr PQS system-

Tn addition, we require vou to establish and maintain a valid email address and authorize us to communicate with you bv that me);hofl a{ the adjres^s]- Currently, you may use any Internet service provider <~~and any comput~~e~~r hardwar~~e ~~and softwar~~e >that allows you to access the Internet. [See Item 7 for an estimate of the costs associated with the PQS software and computer system, and wireless Internet access. ]We have the right<~~, how~~ever,> to require you in the future to purchase, install and use[. different] 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 Store within 60 days of our notice to you. You will be allowed to purchase any required computer hardware and software from any supplier who can satisfy our standards and specifications. The principal function of any required computer hardware and software will be to facilitate the reporting requirements under the Franchise Agreement. <~~Ag of the date of this Offering Circular, w~~e ~~hav~~e ~~not~~ e~~stabli~~s~~hed any specifications or standard~~s ~~for oomputer hardware or software. Cons~~eque~~ntly, wo arc unable to d~~es~~ignat~~e a brand o~~r typ~~e ~~of oomput~~e~~r that meets our sp~~e~~cifications and standards.~~ >We have the right to require you, at your sole expense to upgrade any required computer hardware and software~~s once ootabli~~shcd,> to meet our then<->[₌]curTent standards and specifications. There is no limitation on the frequency and cost of this requirement. We also have the right to independently access the information and data you collect and gather using any required computer hardware and software.

<&7>[2»] If you are developing a new Mrs. Fields Cookie Store, we estimate that there will be an interval of between 60 to 180 days between the signing of the Franchise Agreement and the opening of your Store. The interval may vary depending upon factors such as the weather, the location and condition of the site, your ability to obtain any necessary financing and building, zoning or other permits and approvals, construction delays, and so forth. If you are acquiring the assets of an existing Store, the interval between your signing of the Franchise Agreement and opening your Store is typically 30 to 120 days. Also, you may not open your Store for business until: (a) we approve the store for opening; (b) pre-opening training of you and the store personnel has been completed to our satisfaction; (c) the initial franchise fee and all other amounts then due to us have been paid in full; (d) the lease documentation has been signed and all other documentation for development of your Store has been completed; and (e) we have been furnished with copies of all required insurance policies or other evidence of insurance coverage and payment of premiums we require. Subject to your compliance with these conditions, you must open your Store for business within 180 days after the Franchise Agreement is signed or on or before the date specified in any lease or sublease for the Store premises, whichever is earlier (Franchise Agreement, Section 4.5). Because Mrs. Fields Franchises are granted for a specific location and the specific location is designated in the Franchise Agreement before it is signed, the Franchise Agreement does not have any provision that addresses the consequences if a site is not agreed upon.

ITEM 12. TERRITORY

Franchises are granted for a specific location and are NOT exclusive. You may not operate your Store at any other site without our prior written consent. In addition, you may only offer and sell finished, approved Mrs. Fields Products over the counter to retail customers from your Store, and may not sell approved Mrs. Fields Products or any materials, supplies, or inventory bearing the Mrs. Fields Trademarks at any other location or through any alternative channel of distribution without our prior written consent. Alternative channels of distribution include the operation of a food cart or kiosk, sales through the Internet (or any other form of electronic commerce), and mail order and telephone sales.

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You may, however, offer and sell approved Mrs. Fields Products as part of off-site catering events and may offer samples of approved Mrs. Fields Products at or directly in front of your Store.

You may not relocate your Store unless you relocate your Store as a result of condemnation, the exercise of a relocation right by your landlord or for some other reason approved by us in writing (Franchise Agreement, Section 4.7). If you lose the right to possess the premises where you are operating your Store and do not have the right to relocate, we have the right to terminate your Franchise Agreement. Also, as a franchisee, you do not have any right to acquire additional Mrs. Fields Cookie Stores or franchises.

As< ~~furth~~er> described in Items 1, 5 and 7 of this Offering Circular, we may grant you the right to sell some or all of the products that you produce at the Host Store from a Non-Baking Kiosk, provided you enter into our Non-Baking Kiosks Addendum with us. As <~~furth~~er >described in the Non-Baking Kiosks Addendum, you may only operate a Non-Baking Kiosk< ~~in oonn~~c~~otion~~> with, and in the same shopping mall or center as, the Host Store. Your right to operate a Non-Baking Kiosk, 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 Kiosk immediately. Except as provided in the Non-Baking Kiosks Addendum, the Franchise Agreement controls your operation of Non-Baking Kiosks. You may not begin operating a Non-Baking Kiosk until we notify you in writing that it meets our standards and specifications. We may terminate the Non-Baking Kiosks Addendum if we decide to establish or allow you or others to establish other Mrs. Fields Cookie Stores in the same shopping mall or center as the Host Store. (See Item 17.)

We and our Affiliates have the right to do the following: (1) franchise, license and/or own and operate Mrs. Fields Retail Outlets (including Mrs. Fields Cookie Stores and Mrs. Fields Bakery Cookie Cafes), Great American Cookie Company Stores, Original Cookie Company Stores, Pretzel Time Stores, Pretzelmaker Stores, Hot Sam Pretzel Stores<-an4>[₄] TCBY Stores[. Test Stores and Yovana Stores] at any locations, including locations near your Storef or in the same mall], and on any terms and conditions as we or our Affiliates deem appropriate; (2) sell and license and franchise others to sell Mrs. Fields Products and any other products or services under the Mrs. Fields Trademarks, or 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 Store, and on any terms and conditions as we or our Affiliates deem appropriate, or distribute products or services through alternative channels of distribution which are similar to the Mrs. Fields Products under trade names, trademarks, service marks, trade dress or other commercial symbols other than the Mrs. Fields Trademarks or those owned by us or our Affiliates. These activities may compete with you.

Further, as discussed in Item 1, we or one of our Affiliates may acquire or actively seek to acquire businesses or franchise systems that are your competitors and <sueh>rthose] competitors may have locations near your Store, including locations within the same shopping mall. In addition, as discussed in Item 1, we or one of our Affiliates may enter into co-branding arrangements. These activities may compete with you.

We enter into licensing and franchising arrangements with other individuals and entities, granting those individuals and entities exclusive territorial rights which may restrict your rights to locate

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your Store in certain locations. Any restrictions in effect will be explained to you as part of the site selection process for your Store.

ITEM 13. TRADEMARKS

Under the Franchise Agreement, we license you to use the Mrs. Fields Trademarks, as defined in Exhibit 1, in the operation of your Store. The following is the principal Mrs. Fields Trademark which is registered on the Principal Register of the U.S. Patent and Trademark Office:

Mark

Registration No.

Registration Date

Status

MRS. FIELDS

(Stylized)

1,299,149

October 2,1984

Renewed October 2, 2004

As< ~~further~~> described in Item 1 of this Offering Circular, as part of the Contributions which took place on March 16, 2004, MFOC contributed the Mrs. Fields Trademarks to MFFB and, ultimately, to New MFBI, the new owner of the Mrs. Fields Trademarks. Immediately <the~~roaftor~~>[after]. New MFBI granted to us a perpetual, fully paid license to use the Mrs. Fields Trademarks, including the Trademark described above,< ~~in oonncction~~> with all franchised Mrs. Fields Retail Outlets.

There are no currently effective determinations of the U.S. Patent and Trademark Office, trademark trial and appeal board, the trademark administrator of any state, or any court, nor are there any pending interference, opposition or cancellation proceedings or any pending material litigation, involving the registered Mrs. Fields Trademark described above. There are no agreements currently in effect which significantly limit our rights to use or franchise the use of this Trademark.

Your right to use the Mrs. Fields Trademarks is derived solely from the Franchise Agreement and is limited to your conduct of business in compliance with the Franchise Agreement and all applicable standards, specifications, operating procedures and rules that we require. Your unauthorized use of the Mrs. Fields Trademarks will constitute a breach of the Franchise Agreement and an infringement of our rights in the Trademarks. Your use of the Mrs. Fields Trademarks and any goodwill established by your use will benefit us and our Affiliates exclusively. The Franchise Agreement does not confer any goodwill or other interests in the Mrs. Fields Trademarks on you other than the right to operate your Store in compliance with the Franchise Agreement. All rights in and goodwill from the use of our trademarks accrue solely to us and our Affiliates. All provisions of the Franchise Agreement applicable to the Mrs. Fields Trademarks will apply to any additional proprietary trade and service marks and commercial symbols that we authorize for use by you in the future.

You must use the applicable Mrs. Fields Trademarks as the sole identification of your Store, and you must identify yourself as the independent owner in the manner we require. You may not use any Mrs. Fields Trademark as part of any corporate or trade name or with any prefix, suffix or other modifying words, terms, designs or symbols (other than logos franchised to you under the Franchise Agreement), or in any modified form, nor may you use any Mrs. Fields Trademark in performing or selling any unauthorized services or products or in any other manner not expressly authorized in writing by us. You may not use any Mrs. Fields Trademark as part of an electronic mail address or on any sites on the Internet or World Wide Web. You may not use or register any of the Mrs. Fields Trademarks as an Internet domain name. You must display the applicable Mrs. Fields Trademarks prominently at your Store, on supplies or materials designated by us, and on packaging materials, forms, labels and advertising and marketing materials. You must display all applicable Mrs. Fields Trademarks in the manner we require, and you must use the registration symbol "®" in using any of the registered

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Trademarks. You must refrain from any business or marketing practice which may be injurious to our business and the good will associated with the Mrs. Fields Trademarks or Mrs. Fields Cookie Stores.

We have the right to require you to modify or discontinue use of any Mrs. Fields Trademark or use one or more additional or substitute trade or service marks if we determine that it becomes advisable at any time. In <sueh>[that1 case, you must comply with our directions to modify or discontinue the use of the Trademark or use one or more additional or substitute trade or service marks within a reasonable time after notice from us. We will reimburse you for your reasonable direct expenses in modifying or discontinuing the use of a Mrs. Fields Trademark and substituting a different trademark or service mark. However, we are not obligated to reimburse you for any loss of goodwill associated with any modified or discontinued Mrs, Fields Trademark or for any expenditures made by you to promote a modified or substitute trademark or service mark.

You must immediately notify us of any apparent infringement of or challenge to your use of any Mrs. Fields Trademark or claim by any person of any rights in any Trademark, and you must not communicate with any person other than us or our counsel about the infringement, challenge or claim. We and our Affiliates have the right to take the action we deem appropriate and control exclusively any litigation, U.S. Patent and Trademark Office proceeding or any other administrative or court proceeding concerning any Mrs. Fields Trademark. You must sign any instruments and documents, render assistance and do those things as, in the opinion of our legal counsel, may be necessary or advisable to protect and maintain our interests in any litigation or U.S. Patent and Trademark Office or other proceeding or otherwise to protect and maintain our interests in the Mrs. Fields Trademarks.

We will indemnify you against and reimburse you for all damages for which you are held liable in any proceeding arising out of your authorized use of any Mrs. Fields Trademark and for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and have otherwise complied with the requirements of the Franchise Agreement. At our option, we and our Affiliates are entitled to defend and control the defense of any proceeding arising out of your authorized use of any Mrs. Fields Trademark.

To our actual knowledge, there are no superior prior rights or infringing uses which could materially affect your use of any Mrs. Fields Trademark in any state.

ITEM 14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

Except as noted below, we and our Affiliates do not own any patents or copyrights which are material to the Franchise.

We claim copyrights in the Operations Manuals, construction plans, specifications and materials, printed advertising, promotional, sales, training and management materials and in related items you will use in operating your Franchise. We have not registered these copyrights with the U.S. Registrar of Copyrights. You may use the Operations Manuals and other materials during the term of the Franchise Agreement. We may also claim certain rights to the Mrs. Fields Cookie Book, a collection of cookie recipes, and the Mrs. Fields I Love Chocolate! Cookbook, a collection of dessert recipes, both published by Time Life Books, Inc.; however, you will have no right to use any part of the books.

There are currently no effective determinations of the U.S. Copyright Office or any court regarding any of the copyrights. There are no agreements currently in effect which significantly limit our rights to use or franchise the copyrighted materials. Also, there are no superior prior rights or infringing

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uses actually known to us which could materially affect your use of the copyrighted materials in any state.

Your right to use the copyrights is derived solely from the Franchise Agreement and is limited to your conduct of business in compliance with the Franchise Agreement and all applicable standards, specifications, operating procedures and rules that we require. Your unauthorized use of the copyrights will constitute a breach of the Franchise Agreement and an infringement of our rights in the copyrights. Your use of the copyrights and any goodwill established by your use will benefit us exclusively. The Franchise Agreement does not confer any goodwill or other interests in the copyrights upon you other than the right to operate your Store in compliance with the Franchise Agreement. All rights in and goodwill from the use of the copyrights will accrue solely to us. All provisions of the Franchise Agreement applicable to the copyrights will apply to any additional copyrighted materials that we authorize for use by you in the future.

We have the right to require you to modify or discontinue use of any of the materials in which we claim copyrights if we determine that it becomes advisable at any time. In <su6h>[t]|i^] case, you must comply with our directions to modify or discontinue the use of those materials within a reasonable time after notice from us. We will reimburse you for your reasonable direct expenses in modifying or discontinuing the use of those materials and in substituting different materials specified by us. However, we are not obligated to reimburse you for any loss of goodwill associated with the modification or discontinuation of any materials in which we claim copyrights or for any expenditures made by you <m-~~conn~~o~~ction~~ >with your use of those materials.

You must immediately notify us if you learn that any person may be using our copyrighted materials without our consent or authorization. You must also immediately notify us of any challenge to your use of any copyright or claim by any person of any rights in any copyright. You must not communicate with any person other than us or our counsel about any challenge or claim to any copyright. We and our Affiliates have the right to take the action we deem appropriate and the right to control exclusively any litigation, U.S. Copyright Office proceeding or any other administrative proceeding concerning any copyright. You must sign any instruments and documents, render assistance and do those things as, in the opinion of our legal counsel, may be necessary or advisable to protect and maintain our interests in any litigation or Copyright Office or other proceeding or otherwise to protect and maintain our interests in the copyrights.

We will compensate and reimburse you for all damages for which you are held liable in any proceeding arising out of your authorized use of any copyright and for all costs you reasonably incur in defending any claim brought against you or any proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and have complied with your obligations under the Franchise Agreement. At our option, we or our Affiliates are entitled to defend and control the defense of any proceeding arising out of your use of any copyright,

We also own the Confidential Information and claim copyrights in the Confidential Information. The Confidential Information includes trade secrets and is our proprietary information. Portions of the Confidential Information required in the operation of your business will be communicated to you. However, you will not acquire any interest in any Confidential Information, other than the right to utilize Confidential Information disclosed to you in operating your Store during the term of the Franchise Agreement. The use or duplication of any Confidential Information in any other business will constitute an unfair method of competition and a violation of your Franchise Agreement. We only disclose the Confidential Information to you on the condition that you agree:

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(i) Not to use Confidential Information in any other business or capacity;

(ii) To maintain the absolute confidentiality of Confidential Information during and after the term of the Franchise Agreement;

(iii)Not to make unauthorized copies of any portion of Confidential Information disclosed in written or other tangible form; and

(iv)To adopt and implement all reasonable procedures that we require to prevent unauthorized use or disclosure of Confidential Information, including restrictions on disclosure of Confidential Information to your employees and to comply with requirements that we may impose that certain key employees sign confidentiality agreements as a condition of employment.

We and our Affiliates will own and have the perpetual right to use and authorize other Mrs. Fields Cookie Stores to use, and you must fully and promptly disclose to us, all ideas, concepts, formulas, recipes, methods and techniques about the development or operation of a cookie bakery, dessert or retail snack food business conceived or developed by you or your employees during the term of the Franchise Agreement. You must not, however, test, offer or sell any new products without our prior written consent.

ITEM IS. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

We recommend that you participate personally in the direct operation of your Store, although you are not specifically obligated to do so by the Franchise Agreement. However, you must either manage your Store yourself, or use a full time "on premises" manager. The manager need not have an ownership interest in a franchisee that is an Entity. [Both you (or one of vour Entity Owners, if vou are an Entity^ and ]the manager of your Store must be certified by us as having completed all phases of our training program to our satisfaction and must participate in all other activities required to open your Store. We also require all replacement managers to satisfactorily complete all phases of our training program. [J

If you are an Entity, each Entity Owner must guarantee your obligations under the Franchise Agreement by signing the Guaranty attached to the Franchise Agreement, a copy of which is included in Exhibit 3.

We have the right to require <e~~aoh manager of a Mrs. Fi~~e~~lds Cooki~~e ~~Stor~~e>[vour training attendees (including you and anv Entity Owner or manager*] to sign a Confidentiality Agreement in [the form nf Exhibit 5 in ]our favor as a condition of <e~~mplovment as a store manag~~er>[attending our trainipg program,]. In addition, we have the right to require each manager of a Mrs. Fields Cookie Store to agree to the non-competition covenants described in Item 17 of this Offering Circular.

You and each other Restricted Person will be bound by the non-competition covenants described in Item 17,q. and Item 17.r. of this Offering Circular.

customers, manufacturers, suppliers, vendors and distributors, and to effectively manage and/or oversee the management of vour Store. 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 Stored also

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must be authorized to work in the U.S. without sponsorship by us or one of our Affiliates. As a condition of entering into a Franchise Agreement, vou for if vou are an entity, the Entity Owner who will manage or oversee the management of vour Stored will be required to successfully pass a workplace appraisal test in the English language, and to provide proof satisfactory to ns of vour (or vour Entity Owner's^ authority to work in the U.S. without sponsorship bv us or one of our

ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

In operating your Store, you may offer for sale only those Mrs. Fields Products that we approve for you to sell at the Premises. The Operations Manuals explain the Mrs. Fields Products that you initially are authorized to offer at your Store. In the future, we have the right to change or add to the Mrs. Fields Products that you are authorized to offer at the Premises. We typically base our determination of whether to allow you to offer an expanded line of Mrs, Fields Products on our evaluation of your compliance, over time, with the System Standards described in Section 7,1 of the Franchise Agreement, with particular emphasis on those related to quality. We do not base our determinations on sales or marketing quotas, volumes or results. You should also refer to Items 8 and 9 of this Offering Circular for information <wi~~th r~~espe~~ct to~~>[regarding] required purchases of certain items.

Your lease may also impose other obligations or restrictions <~~with rosp~~o~~ct to~~>[on] the types of products that you may offer from your premises, and you must comply with those restrictions and obligations even if they would prevent you from offering certain Mrs. Fields Products that we have approved for you to offer.

There is no limitation on our right to require you to offer or refrain from offering certain products and services, except that we will not obligate you to invest additional capital at a time when the investment cannot in our reasonable judgment be amortized during the remaining term of the Franchise Agreement. You must offer all Mrs. Fields Products that we authorize you to sell. However, we are not required to authorize you to sell all available Mrs. Fields Products.

You are generally not restricted in the retail customers to whom you may sell products and services. However, without our prior written consent, you may not offer Mrs. Fields Products approved for sale or services of your Store or any materials, supplies, or inventory bearing the Mrs. Fields Trademarks at any site other than your Store premises (other than catering events and the offering of Mrs. Fields Product samples at or directly in front of your Store) or through any alternative channel of distribution (as <~~furth~~er >described in Item 12). In addition, you may not offer for sale any materials, supplies or inventory used in the preparation of any of the Mrs. Fields Products. You may only sell finished Mrs. Fields Products that have been approved for sale at your Store and only to retail customers, and you may not sell any Mrs. Fields Products to any person or entity purchasing the Mrs. Fields Products for resale. In addition, you may not use the site of your Store for any purpose other than the operation of a Mrs. Fields Cookie Store.

You may use only pamphlets, brochures, cards or other promotional materials offering free Mrs. Fields Products that we have prepared, unless otherwise approved by us in advance. 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 Mrs. Fields Cookie Stores owned by you.

We and our Affiliates will have the perpetual right to own and use and authorize other Mrs. Fields Cookie Stores to use, and you will fully and promptly disclose to us, all ideas, concepts, formulas, recipes, methods and techniques about the development or operation of a bakery, dessert or snack food

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business conceived or -developed by you or your employees during the term of your Franchise Agreement. You may not test, offer, or sell any new products without our prior written consent.

ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

The following table lists important provisions of the Franchise Agreement and other related agreements pertaining to renewal, termination, transfer and dispute resolution. You should read these provisions in the Franchise Agreement and other agreements attached to this Offering Circular.

Provision	Section in Franchise Agreement(l)	Summary(l)
a. Term of the Franchise Agreement	Sections 3.1; Sections 3.1, 3.2 and 3.4 of Sublease Agreement	Initial term is 7 years. Unless renewed, Franchise Agreement will terminate on expiration of initial term. 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 3.2; Renewal Addendum to Franchise Agreement; Term Pre-Purchase Addendum; Section 3.1(b) of Sublease Agreement	You have the right to renew for 1 additional 7-year term if you are not in default. 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 extend or renew	Section 3.2	You give us at least 180 days prior notice; you sign new Franchise Agreement (which may include different or additional fees and performance criteria) and our then current Renewal Addendum (which will establish that you have no additional renewal rights and contain a general release); at our request, you refurbish and remodel

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Provision	Section in Franchise Agreement(l)	Summary(l)
		the premises; you have complied with all agreements with us during the initial term; you have satisfied all monetary obligations; you retain the premises for the renewal term; and follow our then current renewal process, which may require additional training and delivery of certain financial statements and records.
d. Termination by you	Section 13.4	You have the right to terminate if we are in default.
e. Termination by us without cause	Section 13.3; Section 6.1 of Asset Purchase Agreement	We have the right to terminate if you fail to satisfactorily complete the required training or if you fail to begin your Store operations within 180 days after signing of Franchise Agreement; see also "17.a." above. MFOC has the right to terminate Asset Purchase Agreement if you do not enter into the Franchise Agreement.
f. Termination by us with cause	Sections 13.1 and 13.2; Section 12.2 of Sublease Agreement	We have the right to terminate if you are in default of Franchise Agreement or any other agreement with us or our Affiliates; see also "17.o." below. Sublessor has the right to terminate Sublease Agreement if you are in default.
g. "Cause" defineddefaults which can be cured	Sections 13.1 and 13.2; Section 12.1 of Sublease Agreement	Curable defaults: (1) failure to comply with certain System Standards and health requirements must be cured within 48 hours of notice; (2) failure to make payments maybe cured within 10 days of notice of nonpayment; and (3) any other default of Franchise Agreement or any other agreement with us or our Affiliates not listed above or in "17.h." below maybe cured within 30 days after written notice of default. Involuntary \|

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Provision

Section in Franchise Agreement(l)

Summary(l)

bankruptcy or other involuntary insolvency events are defaults if not discharged within 60 days.

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

Sections 13.1 and 13.2; Section 12.1 of Sublease Agreement

Non-curable defaults:

(I) voluntary bankruptcy or other voluntary insolvency events; (2) unauthorized transfers; (3) material misstatements or omissions; (4) you are convicted or plead no contest to a felony; (5) you engage in detrimental conduct; (6) unauthorized use of the Mrs. Fields Trademarks or Confidential Information; (7) abandonment of or failure to actively operate your Store; (8) you are in breach of your obligations under your lease or sublease of the Store premises or you lose the right of possession of your Store premises; (9) failure to pay uncontested taxes; (10) repeated defaults, even if cured; or

(II) you default on any financing obligations.

Non-curable defaults under Sublease Agreement: (1) voluntary bankruptcy or other voluntary insolvency events; (2) unauthorized assignment of Sublease Agreement or granting of subleases<-there~~und~~er>; (3) abandonment of or failure to actively operate your Store; (4) breach of Master Lease or Franchise Agreement; or (5) repeated defaults, even if cured.

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Provision	Section in Franchise Agreement(l)	Summary(l)
i. Your obligations on termination/nonrenewal	Sections 6.5, 7.8, 8.2, 8.3, 10.5, 10.8, 12.3(1), 14.2, 14.3, 14.4, 14.6, 14.7, 15.6 and Article 18; Sections 3.2 and 3.3 of Sublease Agreement	Pay all amounts due, including any late charges and interest; pay termination fee; continue to honor all guarantees, releases and waivers; retain records and permit audits; not disclose Confidential Information; discontinue use of Mrs. Fields Trademarks; deliver to us all signs, equipment, supplies and materials displaying the Mrs. Fields Trademarks; cancel any fictitious or assumed name certificates; make required changes to premises; assign telephone listings; dispose of non-returnable supplies and materials; honor indemnification requirements; and continue to honor and be bound by general provisions; see also "17.0." and "17.r." below. Upon termination or nonrenewal of Sublease Agreement, you must surrender the Store premises and repair damage caused by removal of personal property.
j. Assignment of contract by us	Section 12.1; Article 6 of Option Agreement; Section 11.3 of Sublease Agreement	No restriction on our right to assign Franchise Agreement and Option Agreement, Sublessor's right to assign Sublease Agreement and MFOC's right to assign Asset Purchase Agreement.
k. "Transfer" by you definition	Section 1.2(p); Sections U.I and 11.2 of Sublease Agreement	Includes transfer of Franchise Agreement or ownership change. No assignment of Sublease Agreement or sublease of Store premises without Sublessor's consent.
1. Our approval of transfer by you	Sections 4.7, 12.2, 12.3 and 12.4; Assignment, Assumption and Consent; Section 8.1 of Asset Purchase Agreement; Sections 11.1 and 11.2 of Sublease Agreement	We have the right to approve all transfers but will not unreasonably withhold approval if specified requirements are met. Transfers to a wholly-owned corporation do not require our consent. You may not, however, transfer interest in

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Provision

Section in Franchise Agreement(l)

Summary(l)

Franchise Agreement during any period of time your Store is closed for relocation.

MFOC has the right to approve all transfers of Asset Purchase Agreement.

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

m. Conditions for our approval of transfer

Section 12.3; Assignment, Assumption and Consent; Term Pre-Purchase Addendum

60 day prior written notice to us in a form satisfactory to us; transferee qualifies; your obligations are paid and you are not in default; transferee completes training; you, transferee and us sign the 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 transfer fee; we approve terms of transfer; you subordinate any obligations of the transferee to you to the transferee's obligations to us; you obtain any required landlord consents; you agree not to use the Mrs. Fields Trademarks; you or your transferee agrees to any refurbishment we require; you have sufficient term under the Franchise Agreement, or the transferee has agree to purchase from us sufficient additional term under the Franchise Agreement, to meet our standard for transfers; you and transferee use a licensed escrow professional to conduct the closing of the transfer; and you comply with any other conditions we reasonably require; See also "17.r." below.

n. Our right of first refusal to

Section 12.5

We can match any offer for your business or for a Controlling

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Provision	Section in Franchise Agreement(l)	Summary(l)
acquire your business		Interest in you; see also "17.r." below.
o. Our option to purchase your business	Section 14.5 and Article 16; Option Agreement	We have the right, at our option, to purchase your Store upon termination of Franchise Agreement unless we are in default. Under the security agreement contained in Article 16 of the Franchise Agreement, we can foreclose and acquire the assets of your Store if you default. 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 12.6	You must transfer your interest in Franchise Agreement or your Controlling Interest in an Entity developer within 6 months, to a transferee approved by us.
q. Non-competition covenants during the term of the Franchise Agreement	Sections 11.1, 11.3, 11.4 and 18.1	No interest in or services for a Competitive Business within 1 mile of your Store or within 1 mile of any Mrs. Fields Retail Outlet; no solicitation of employees.
r. Non-competition covenants after the Franchise Agreement is terminated or expires	860110118 11.2,11.3,11.4,12.30), 12.5(c) and 18.1	No interest in or services for a Competitive Business within 1 mile of your Store or 1 mile of any Mrs. Fields Retail Outlet, for 1 year, if we don't purchase your Store (see "17.o," above) or for 3 years, if we do purchase your Store (including after a transfer or exercise of your right of first refusal, for a 3 year period).
s. Modification of the Franchise Agreement	Sections 11.4, 18.1, 18.2 and 18.8; Section 13.13 of Sublease Agreement	Subject to automatic modification to conform to mandatory provisions of applicable law. Other modifications require mutual consent. Modifications of Sublease Agreement must be in writing and

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Provision	Section in Franchise Agreement(l)	Summary(l)
		signed by all parties.
t. Integration/merger clause	Section 18.15; Section 13.13 of Sublease Agreement; Section 10 of Assignment, Assumption and Consent; Section 12 of Confidentiality Agreement	Only the terms of Franchise Agreement, Assignment, Assumption and Consent, Confidentiality Agreement, and Sublease Agreement are binding (subject to state law). Any other promises may be unenforceable.
u. Dispute resolution by arbitration or mediation	Section 17.4	Except for certain claims not subject to arbitration, all disputes must be arbitrated in Salt Lake City, Utah.
v. Choice of forum	Section 17.6	You consent to jurisdiction in the State of Utah for any claims brought against you which are not subject to arbitration.
w. Choice of law	Section 17.5; Section 8.5 of Asset Purchase Agreement; Section 13.9 of Sublease Agreement	Utah law applies to Franchise Agreement, Asset Purchase Agreement, Option Agreement and Confidentiality Agreement unless governed by applicable federal law. Sublease Agreement is governed by the law of the state in which the Store premises are located.

(1) Unless otherwise noted, Section references and summaries are to the Franchise Agreement.

These states have statutes which may supersede the Franchise Agreement, Asset Purchase Agreement, Sublease Agreement and other agreements in your relationship with us or our Affiliates, including the areas of termination and renewal of your franchise: fALASKA [Stat. Sections 45.45.700-45.45.7901. lARKANSAS [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 [Stat. Section 542.3351. ]HAWATT [Rev. Stat. Section 482E-6], IDAHO [Code <Seetiens>[Sciiatt] 29-<400>[ULfi]], ILLINOIS [815 ILCS Sections 705/<~~4 and~~ ?05/17>[l] - <3$$m>\M\], 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 87^101 - 87-410], NEW JERSEY [Rev. Stat. Sections 56:10-1 - 56:10-12], [NORTH CAROLINA IGen. Stat. Section 22B-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-

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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 which may supersede the Franchise Agreement, Asset Purchase 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 14, 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 Mrs. Fields Cookie Store. Actual results vary from store to store, and we cannot estimate the results of any particular franchise.

Attached as Exhibit 14 to this Offering Circular is an Earnings Claim, which includes, as qualified in Exhibit 14, gross revenues by quartile of the <4^J7?>[201] fully-reporting franchised Mrs. Fields Cookie Stores located in the United States that were operated for the entire <20Q4>[20051 fiscal year (January <4r-3QQ4>[2. 20051 to ~~<Tanuarv 1 >~~IDeccmher 31.1 2005). The earnings claim figure for franchised Mrs. Fields Cookie Stores in Exhibit 14 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. < ~~Also inoludod in the Exhibit \A Earnings Claim, as qualifi~~e~~d in Exhibit 1~~4~~, arc gross revenu~~e~~s by quartilo and average revenu~~e~~s, c~~e~~rtain exp~~e~~nses and EBITDA (earnings b~~e~~fore int~~e~~rest, taxes, depreciation, amortization and impairm~~e~~nt charg~~e~~s) of 22 Mrs. Fi~~e~~lds Cooki~~e ~~Stores located in th~~e ~~United States that MFOC own~~e~~d and operated for its~~ e~~ntire 2001 fiscal y~~e~~ar (January 3, 200~~4 ~~to January~~ 4^QQ»[We do not include data about costs or expense because we do not currently have a source

You should conduct an independent investigation of the costs and expenses you will incur in operating your Store. Franchisees or former franchisees, listed in this Offering Circular may be one source of information.

Your financial results may differ from the information included in Exhibit 14. Substantiation of all data illustrated in Exhibit 14 will be made available to you upon reasonable demand.

ITEM 20. LIST OF OUTLETS

MRS. FIELDS COOKIE STORES [AND BAKERY STORES 1- FRANCHISED STORES STATUS SUMMARY FOR YEARS 12005/12004/2003<&002>l }(1)

State	Transfers	Cancelled or Terminated(2)	Not Renewed 1011	Reacquired By Franchisor(<3	Left The System	Total From Left Columns(<4> 1)	Franchises Operating at Year End<<5){>6)<- >(7)L irtwwnmi
Alabama							2/<4>f21/l
Alaska	*<ma>*	<UOJO>				*«m±>*	1/1/1
Arizona	[2/io/i </e	<MWJ>				f2flO/l<A>	\lW\0fS</S>

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State	Transfers	Cancelled or Termroated(2)	Not Renewed imi	Reacquired By Franchisor^ >141)	Left The System	Total From Left Columns(<4> 151)	Franchises Operating at Year End(<5*>6)<- >(7)L ]rtl)(9)[(10)\|
	>
California	[LW14/9	[2a4/3<A->	n/o/oi			r2Jj]18/<W4-	UM]l05/98</8 6>
Colorado	<Q/0/4>	rizio/i<^>				fK10/l</2>	rg/16/7<#>
Connecticut	[3/0/0]					f2Z0iOl	r9H7/7<&>
Delaware							2/2/<0>[21
District of Columbia							[l/ll/2<A->
Florida	[fld 2/1*^4->	Bfll/3<A>				fJ^]3/4</3>	U9i]21/21</3a>
Georgia		roiio/i</o>				rfliio/i</o>	<ma->
Hawaii	[fl^l/O^O >	<0>[l]/0/0				i/<o>Uj/o	\^\m<n>
Idaho	<QW±>	ro/io/i</9>				o/o/<2>rn	l/i/t
Illinois	[fll/3<# >	[&]2/2</4>	n/o/oi	[ftao/i</o>		LU]3/6<^>	[2jfll9/16<A4>
Indiana	[flfl0/2</9 >	ai]2/i</o>				&02/3</O>	[4Z]3/5</4>
Kansas							3/3/<s>rai
Kentucky							\won<&>
Louisiana	[&]2/0<A->	[flfli/o</o>				[fifl3/0<rt>	[^]4/4</2>
Maine							l/<0>fll/0
Maryland	i/<o>tiy 0	[PI]0/l</©>		[iIfli/o</©>		Q/]2/l</0>	[ft]6/3</3>
Massachusetts	U/Q/ftl	rozio/i</o>				<0/>l/0fai	rsfl3/o</j->
Michigan	rjfl2/i<a- >	[2i]l/0<#>				[Z]3/1<^>	128Z129/26</24>
Minnesota		i/<Q>rn/o				l/<9>fll/0	<s>ra/8/8
Mississippi	fi/o/oi	U/10/0<A>				\2\0/(XA>	<+^>roiivo
Missouri		f2/10/1^0>				[2/10/l<^>	r&i8/8<#>
Montana		roiii/o<^>				rozn/o</9>	o/<*>ro_yi
Nevada	<+>[pj/i/ i	<4M)/1[Z0J				[fii]2/l<ft>	4/4/4
New Hampshire	<0W1>	n/o/oi				fl/10/0<A>	ri/i2/i<A>
New Jersey	0	UZ]2/l<rt>	n/o/oi			4/<4->[4J/l	U&]15/16<^4>
New York	i/<o>rjL]/ 0	Ufl0/(K4>		<0/0/0>		[2]l/0<M->	f21fl20/10</>
North Carolina	n/o/oi	0/0/<4->[fil				rjLZI0/O</V>	3/3/3
North Dakota	1	[ftfl0/2<#>				[Jlfll/2<4>	\lj]\/2<M>
Ohio	2/<0>[Z]/ 0	[2Z]0/l<^>				L&]2/1<^>	fl2fll0/7<#>
Oklahoma							3/3/<+>[21
Oregon		l/i/orii				l/l/<3>fll	4/<5>[41/5
Pennsylvania		i/i/<o>m				1/1/<0>[11	f9ill0/6<^>
South Carolina							3/<3>ril/2
Tennessee	[&]0/l</0 >	<-w>o/iuoj				<4>[fi]/l/l	[2i]l/2</3>
Texas	fJUO/KA->	[l]2/0</2>				[21]2/1<&>	Ufi/J18/16<A^>
Utah	rflzii/i</o	i/<o>m/o				ri/12/l</0>	7/7/7

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State	Transfers	Cancelled or Terminated(2)	Not Renewed	Reacquired By Franchisor^ >[4J)	Left The System	Total From Left Columns(<4> lil)	Franchises Operating at Year End(<5)(>6)<- >(7)L 1(8X9)100)1
	>
Virginia	>	0/0/<+>UU				flfll/3<tt>	[2fl6/5<#>
Washington	U]0/0<& >	Ui]0/2</3>		<om>		[&]0/2</?>	[Z]6/2<&>
<West Virffinia>		<QW±>				<©/0/*>
Wisconsin							F3712/l<^>
Wyoming	<8/0A>	mon<m>				[QZ10/2<^>	<0/0/3>
Totals	[3Jfl32/24 ^24>	[22fl22/24<4->	0	<+>[fi]/i/i	<o/o/n>	[5fl55/<46/4 >f5ffl	[3J2U360/317</

(1) The numbers are as of [December 31. 2Q05. ] January 1, 2005, [afldJJanuary 3, <~~200*1 and Dec~~embe~~r 2~~8~~. 2002.~~M2004.1 As of each of these dates, MFOC was the franchisor of the Mrs. Fields 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 Mrs. Fields franchise system and a party to the franchise agreements for all existing Mrs. Fields Cookie Stores listed on this chart.

(2) Includes Mrs. Fields Cookie Stores that have been closed by mutual agreement between MFOC and the respective franchisee.

1(4) ]The numbers in this column indicate the Mrs. Fields Cookie Stores reacquired by MFOC, the franchisor of the Mrs. Fields 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 Mrs. Fields franchise system.

(^<4>[51) The numbers in the "Total" column may exceed the number of stores affected because several events may have affected the same store. For example, the same store may have had multiple owners.

(<5>I]) This chart only includes Mrs. Fields Cookie Stores franchised by MFOC in the United States. The chart does not include the Mrs. Fields Cookie Stores in the United States operated by our Affiliate, MFOC, which are included in the MFOC-Owned Store chart below, nor any Mrs. Fields Cookie Stores franchised by MFOC or any of our other Affiliates outside of the United States.

<(6)>[i2)l Includes <44>[1] Mrs. Fields Cookie Stores (1 in Florida, 1 in Maryland, 5 in Michigan, <4>I] in New York, <4>[2J in Ohio<-*nd>[J 2 in TexasL and 1 in Washington^ that are combo locations with Pretzel Time Stores[J <2>[1] of which operate under the name Mrs. Fields Bakery Cookie Cafes.

<ffl>[(8)l Includes 15 Mrs. Fields Cookie Stores (1 in Alabama, 2 in Arizona, <>[4] in California, 1 in [Colorado. 1 in ]Florida[_r ] jn Hlfnois]. 1 in Kansas, 1 in North Carolina, ^<2-^>[JL] in Oregon, 1

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in South Carolina and 1 in Wisconsin) that are combo locations with Pretzelmaker Storesf. 1 of which operated under the name Mrs. Fields Bakery Cookie Cafes!.

<(8)>[2il Includes 31 Mrs. Fields Cookie Stores (<2>[3J in Arizona, 11 in California, <3>[i] in Colorado, 1 in <~~Florida, 1 in~~ >Hawaii, 1 in [Kentucky. 3 in IMichigan. 1 in <~~Mississippi, 1 in~~ Qhio>[Missouri]. 1 in New Jersey, 1 in Nevada, 3 in New York, <2>[1] in Oregon, <4-in-~~Pcnnoylvania,~~ >2 in Utah and <4->[2] in Washington) that operate in conjunction with either a Pretzel Time Store or a Pretzelmaker Store and/or a TCBY Store, <4>[3J of which operate under the name Mrs. Fields Bakery Cookie Cafes.<-X(9) ~~Does not>~~

LUfil Does not linclude <4>[\ Mrs. Fields Cookie Stores (<2>[1] in California(. 1 in Louisiana. 1 in New Jersey. 1 in New Mexico. 1 in Pennsylvania! and 1 in <~~Colorado) that clos~~e~~d for r~~e~~modeling, 1 Mrs. Fields Cookie Store in K~~e~~ntucky that is closed for r~~e~~location and 1 Mrs. Fields Cookie Store in Washington D.C. that is temporarily closed for th~~e ~~Goason~~>| that are temporarily closed!.

MRS. FIELDS COOKIE STORES AND BAKERY STORES - MFOC OWNED STATUS SUMMARY FOR YEARS [2flfi5Z]2OO4/2OO3</2O03>(l)

State	MFOC- Owned Stores Closed During Year	MFOC- Owned Stores Opened During Year	MFOC- Owned Stores Sold to Franchisees During Year	MFOC- Owned Stores Reacquired from Franchisees During Year	Total MFOC-Owned Stores Operating at Year End (2)
Arizona		<m&>	rflii/2<^>		mon<&>
Arkansas	Mffll				<t>ravi/i
California	Ui]0/2<&>	<wm>	>		[]l/5</24->
Colorado			12/0/01		<a>ifii/2/2
<Conneotiout>			<o/o&>		<0/0#>
Delaware			lflZ10/2</0>		<0/0/2>
Florida		<0/&4r>	rufli/i<4>		0/0/1
Georgia		<0/9A->	r2zii/o</o>		rozi2/3<#>
Hawaii			rfl^i/o</o>		0/<4>ffil/l
Illinois	r012/0<^>		T3il4/8<^>	FQ10/l</9>	[fl/13/9<44>
Indiana			ro^o/2<^o>		<m&>
Louisiana			\M\on<M>		<m&>
Maine			\Q\uo<m>		<t>mvi/i
Maryland		«mn>	rizi3/i<_I4->	razu/o</e>	[lfl2/4<#>
Massachusetts	o/<4>ravi		\U\2fo<m>		fQll/2</4>
Michigan			\u\yo</&>		rfl/ll/4<V4>
<Missouri>	<e/ort>				<Q/Q/fi>
<Novada>	<0/OA>
New Hampshire			r&ii/o</o>		o/<4>rfli/i
New Jersey			r&ii/2<&>		mon<&>
New Mexico			myo<M>		o/<+>rai/i
New York	<2>rfiV2/2	<m&>	f2(\|7/l</0>		rQZ10/9<A3>

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State	MFOC- Owned Stores Closed During Year	MFOC- Owned Stores Opened During Year	MFOC- Owned Stores Sold to Franchisees During Year	MFOC- Owned Stores Reacquired from Franchisees During Year	Total MFOC-Owned Stores Operating at Year End (2)
North Carolina	roni/o</o>	<0/0A>			o/<±>roj/i
Ohio	rMi/i</o>	<0/0/^>	r2fl2/i<&>		rflzi2/5<#>
Oklahoma			ro/io/i</o>		<&oa>
Pennsylvania	[fl10/l</0>	<0/0&>	fS15/2<^>		rfl/io/5<^>
Tennessee			uzo/ai		<4>rm/i/i
Texas	rono/i</o>	<n/fi/n>	riZ14/2<V3>		r&ii/5<#>
Utah			rfl/u/o</o>		o/<4>[avi
Virginia		<0/0/0>	r&ii/o</o>		rfl/14/5</5>
Washington	<e/o/2>	<o/m>	[fl^l2/l</0>	<0/OA->	[fl10/2<^>
Wisconsin		ronin</o>	r&u/o</o>		rflT15/5</4>
TOTALS	(2fl6/8<rtO>	[fiZ]l/l<AO>	[23i]47/<40/	<+>[H]/l/l	<26>[1]/<7S>[ 22]/<442>[26l

(1) The numbers are as of [December 31. 2005. 1 January 1, 2005, [afldJJanuary 3, <~~2004 and D~~oco~~mbcr 2~~8~~,2002.~~>[2gj&j

(2) This chart only includes the Mrs. Fields Cookie Stores and Mrs. Fields Bakery Cookie Cafes owned and operated by MFOC in the United States, and does not include any Mrs. Fields Cookie Stores or Mrs. Fields Bakery Cookie Cafes 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 Mrs. Fields Cookie Stores or Mrs. Fields Bakery Cookie Cafes in the United States or elsewhere. Mrs. Fields Bakery Cookie Cafes are Mrs. Fields Stores which are operated in conjunction with either a Pretzel Time Store or a Pretzelmaker Store and/or a TCBY Store.<->

As of <~~Januarv 1 >~~[Decem^er 31J 2005, there were <4 ~~MFOC own~~e~~d Mrs. Fields Bakery Coold~~e ~~Cafes (1 California, 2 in Georgia and 1 T~~e~~xaG)XAs of January 1, 2005, there w~~o~~re 360~~>[375] franchised Mrs. Fields Cookie Stores open and operating in the United States (excluding those operated by MFOC), and <26>[1] Mrs. Fields Cookie <Stefes>[lojJ operated by MFOC in the United States. Part 1 of Exhibit 12 to this Offering Circular discloses these Mrs. Fields Cookie Stores, the franchisees (including MFOC), store addresses, and telephone numbers. Part 1 of Exhibit 12 to this Offering Circular is divided into 2 lists, one for franchised Mrs. Fields Cookie Store locations (excluding MFOC-operated locations), and one for franchised Mrs. Fields Cookie Store 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 Part 1 of Exhibit 12 because MFOC now operates these locations pursuant to a franchise agreement with us. (See Item 1.) Part 2 of Exhibit 12 to this Offering Circular is a list of every Mrs. Fields franchisee (including MFOC) who, during MFOC's <3004>[2flflf] fiscal year (which ended <~~Januarv l.~~MDecemher 31.1 2005), had an outlet terminated, cancelled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the franchisee's franchise agreement or who has not communicated with us or our Affiliates within 10 weeks of the date of this Offering Circular<T><~~In September, 1996, MFOC acquired 2~~4~~3 Original Coola~~e ~~Stores formerly owned and operated by tho Original Cookie Company.As of January~~-~~1, 2005, MFOC owns and op~~e~~rat~~es ~~7 of th~~ese s~~tor~~es-f~~l in N~~ebras~~ka,~~ 4 in-~~Ohio,~~-4-~~in T~~exas ~~and 1~~ ■ ~~in Wi~~sc~~onsin). As a r~~e~~sult of th~~e ~~Contributions in Mareh 200~~4~~, a~~s-~~forth~~e~~r d~~es~~orib~~ed-~~m Item 1 of this~~

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~~Offoring Circular, MFOC continu~~e~~s to operate all oompany owned Original Cooldc Company Stores pursuant to a licens~~e ~~from us. As of tho date of this Offering Circular, wo do not own or op~~e~~rat~~e ~~any Original Cookie Company Stor~~es>.

MRS. FIELDS COOKIE STORES PROJECTED OPENINGS

For Our Fiscal Year Ending ~~December 31. 2005~~>l January 1. 20071

(projections as of January 1, <3005>|2006n

State	Franchise Agreements Signed But Store Not Opened(l)	Projected Franchised New Stores at Fiscal Year End(l)	Projected MFOC-Owned Openings at Fiscal Year End(l)
<Alabama>	<0>	<0>	<0>
California	<2>m	6	<©>
Colorado	<©>	<2>U1	<0>
<Conncotiout>	<o>	<>	<0>
<Delaware>fHaw_aiil	<o>	2	<0>
Florida	<2>	<4>rn	<0>
Illinois	<3>r2i	<«>	<0>
<Indiana>	<±>	<4>	<0>
<fewa>	<4>	<+>	<0>
<KanGao>	<o>	<e>	<0>
<MaryIand>	<0>	<3>	<0>
<Massaohusctts>	<0>	<2>	<0>
<Miohigan>	<0>	<2>	<Q>
<Minnesota>	<0>	<2>	<0>
<Nebraalca>	<0>	<±>	<©>
<Nevada>	<0>	<2>	<©>
	<0>	<4>	<0>
	<0>	<4>	<0>
<New-Jepsey>[Idalia1	<0>	<0>[1]	<0>
New York	<>rn	<6>	<0>
<North Carolino>	<o>	<0>	<0>
Ohio	<o>	<3>m	<0>
Oregon	<e>	<o>rn	<o>
Pennsylvania	<3>	<3>te1	<©>
<South Carolina>	<0>	<0>	<o>
<Tennessee>	<G>	<0>	<&>
Texas	<o>rn	<M>	<0>
<Vormoftt>	<0>	<e>	<0>
Washington	<±>	*<$>m*	<0>
<Wyominp;>	<0>	<0>	<o>
TOTALS	*<&>\m*	<4±>fi21	0

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(1) The projected numbers are estimates only. The actual number of openings at the end of our <3OQ4>[2005] fiscal year may be more, less, or the same number as projected in this chart. We offer franchises in a wide geographical area. We cannot predict precisely how many franchises will be granted in any particular state.

ITEM 21. FINANCIAL STATEMENTS

Attached as part of Exhibit 13 to this Offering Circular are the consolidated balance sheets of our parent MFFB as of ~~<Jaminry 1~~ ^December 31.] 2005 and January <3_r^©04₇>[L_2QO₁] 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, fand ]Januarv 3, ~~<200~~1 ~~and D~~e~~cember 2~~8~~, 2002,~~>[2ⁿM,] together with the Report of Independent Registered Public Accounting Firm.U

As< ~~further~~> described in the accompanying notes[ to the financial statements], the consolidated financial statements of MFFB <~~prior to~~>[bela] the formation of MFFB on March 16, 2004 <~~includ~~e ~~tho accounts of TCBY~~>~~rwere prepared solely to present the assets contributed and the~~ liabilities assumed as part of transactions related to the formation of MFFB through the comhination of certain assets and liabilities of MFOC and subsidiaries, and all of the assets and liability of MFF. and are not intended to be a complete historical presentation of all of the assets and liabilities of MFOC. include the accounts of MFF1 and the franchising, licensing and mail order segments of MFOC, andf Accordingly, the consolidated financial statements] have been prepared as if the Contributions described in Item 1 of this Offering Circular had occurred on December <30r

3004>[2Q. 2002] (the beginning of fiscal <~~2002.)~~-----~~Accordingly, tho con~~s~~olidated finaneia~~l-

~~ntat~~e~~mcntn~~>[2003^ and] assume that MFFB, for all periods presented, had existed as a separate legal entity with the following <fouf>[three! business segments: franchising, [gifts and ]licensing<^nail-~~order and retail food salcs~~>. The consolidated financial statements, which have been carved out from the consolidated financial statements of MFOC and <TGft>[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 <TB>1MFF] 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 independents ~~stand alonc~~> company< ~~for all periods prosent~~ed>. The historical consolidated financial statements of MFFB include those accounts specifically attributable to MFFB, substantially all of the indebtedness of MFOC and <TB>fMFFl. and allocations of expenses relating to shared services and administrative functions incurred at MFOC.[_]

Separate stand-alone financial statements of us (Mrs. Fields 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 <saeh>f those] 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 proposed for use regarding the offering of a Mrs. Fields Franchise are attached to this Offering Circular:

Exhibit 3 - Franchise Agreement with Acknowledgement Addendum,

Ownership Addendum, Guaranty, Appendix A - Authorization Agreement for Prearranged Payments (Direct Debits), State-

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Specific Addenda and Riders - California, Illinois, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Dakota and Washington, and Renewal Addendum

Exhibit 4 - Non-Baking Kiosks Addendum to Franchise Agreement

Exhibit 5 - Confidentiality Agreement

Exhibit 6 - Assignment, Assumption and Consent

Exhibit 7 - Term Pre-Purchase Addendum

Exhibit 8 - Lease Addendum

Exhibit 9 - Purchase Option Agreement and Addenda

Exhibit 10 - Asset Purchase Agreement; Sublease Agreement

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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