TRADEMARK LICENSE AGREEMENT

                                     between

                       MRS. FIELDS DEVELOPMENT CORPORATION
                             a Delaware corporation

                                       and

                                 PLUNKETT, INC.
                            a California corporation

                                                         DATED: August 17, 1994
<PAGE>

                                TABLE OF CONTENTS

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

EXHIBIT "B" - ROYALTY BEARING PRODUCTS


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<PAGE>

                           TRADEMARK LICENSE AGREEMENT

      THIS AGREEMENT is made and entered into this __ day of August 1994, by and
between MRS. FIELDS DEVELOPMENT CORPORATION, a Delaware corporation ("Mrs.
Fields"), and PLUNKETT, INC., a California corporation ("Plunkett").

                                    RECITALS

      WHEREAS, Mrs. Fields is the sole owner of certain trademarks, service
marks, and trade names, including "Mrs. Fields", which have become associated
with high quality food products;

      WHEREAS, Plunkett is desirous of obtaining a license to utilize the
trademarks, service marks and trade names in connection with the development,
distribution, and sale of certain high quality, pre-packaged for retail sale,
dry mix cookie dough products; and

      WHEREAS, Mrs. Fields is agreeable to such use by Plunkett of such
trademarks, service marks, and trade names, subject to the provisions of this
Agreement;

                                    AGREEMENT

      NOW THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

      1.    DEFINITIONS

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

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

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

            (d) "Licensed Names and Marks" shall mean those trademarks, trade
      names and service marks identified on Exhibit A hereto and such other
      marks as Mrs. Fields may later adopt which include the name "Mrs. Fields"
      in any format.

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

            (f) "Packaging Specifications" shall mean those specifications for
      packaging approved by Mrs. Fields pursuant to Section 11 hereof.

            (g) "Product Specifications" shall mean those specifications for
      Royalty Bearing Products approved by Mrs. Fields pursuant to Section 11
      hereof.
<PAGE>

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

            (i) "Royalty-Bearing Product(s)" shall mean the items, articles or
      food products described on Exhibit B hereto, and any other products which
      become Royalty Bearing Products pursuant to the terms hereof, which
      products are sold as prepackaged products using the Licensed Names and
      Marks.

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

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

            (l) "Territory" shall mean North America, Hawaii and Puerto Rico.

            (m) "Volume Commitment" shall have the meaning set forth in Section
      6 hereof.


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<PAGE>

      2.    GRANT OF LICENSE

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

            (b) First Right of Refusal - Territory. Mrs. Fields hereby grants to
      Plunkett the first-right-of-refusal to acquire the license for the sale of
      Royalty Bearing Products in, and include in the definition of Territory,
      any and all European countries at an amount equal to seventy-five percent
      (75 %) of the price and on the terms set forth in writing by any ready,
      willing and able prospective licensee (the "First Offeror") who has made a
      bona fide, enforceable offer in writing to Mrs. Fields containing no
      contingencies (the "First Offer"). Mrs. Fields shall be obligated to give
      Plunkett written notice and a copy of such First Offer and Plunkett shall
      have sixty (60) days after receipt of such notice to exercise its first
      right of refusal by giving written notice to Mrs. Fields of its intention
      to acquire the license for a price equal to 75% of the price and upon the
      terms and conditions set forth in such First Offer. In the event Plunkett
      exercises its first right of refusal, the acquisition shall occur within
      thirty (30) days of the date of exercise or on such later date as may be
      provided for closing in the First Offer. In the event that Plunkett does
      not exercise its right of first refusal, Mrs. Fields shall be free for
      ninety (90) days after the expiration of Plunkett's sixty (60) day period
      to agree to sell to the First Offeror on the precise terms and conditions
      set forth in the First Offer. Any proposed sale by Mrs. Fields containing
      different terms or conditions or beyond the ninety (90) day period shall
      be subject to a further right of refusal on the terms set forth herein.

            (c) First Right of Refusal - Products. Mrs. Fields hereby grants to
      Plunkett the first-right-of-refusal to acquire the License to sell in the
      Territory, and include in the definition of Royalty Bearing Products, all
      other dry mix food products at an amount equal to seventy-five percent
      (75%) of the price and on the terms set forth in writing by any ready,
      willing and able prospective licensee (the "first Offeror") who has made a
      bona fide, enforceable offer in writing to Mrs. Fields containing no
      contingencies (the "First Offer"). Mrs. Fields shall be obligated to give
      Plunkett written notice and a copy of such First Offer and Plunkett shall
      have sixty (60) days after receipt of such notice to exercise its first
      right of refusal by giving written notice to Mrs. Fields of its intention
      to acquire the license for a price equal to 75% of the price and upon the
      terms and conditions set forth in such First Offer. In the event Plunkett
      exercises its first right of refusal, the acquisition shall occur within
      thirty (30) days of the date of exercise or on such later date as may be
      provided for closing in the First Offer. In the event that Plunkett does
      not exercise its right of first refusal, Mrs. Fields shall be free for
      ninety


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<PAGE>

      (90) days after the expiration of Plunkett's sixty (60) day period to
      agree to sell to the First Offeror on the precise terms and conditions set
      forth in the First Offer. Any proposed sale by Mrs. Fields containing
      different terms or conditions or beyond the ninety (90) day period shall
      be subject to a further right of refusal on the terms set forth herein.

            (d) Expansion. In the event Plunkett desires to expand the
      definition of Territory to include additional areas, it may do so at no
      additional fee, upon written notice to Mrs. Fields and upon receiving Mrs.
      Fields' written consent which shall not be unreasonably withheld. Upon
      express or deemed consent, the Territory shall be automatically expanded
      to include the additional areas set forth in the Notice. Consent shall be
      deemed given sixty (60) days after receipt of Plunkett's notice unless
      Mrs. Fields has notified Plunkett that consent is withheld. It shall not
      be unreasonable for Mrs. Fields to withhold consent if it has received an
      offer from a third party at which time Plunkett's expansion request shall
      be governed by Paragraph 2(b).

      3.    RESERVATION OF RIGHTS AND PRODUCT RIGHTS

            (a) Reservation. Mrs. Fields reserves all rights with respect to the
      Licensed Names and Marks not expressly licensed to Plunkett hereunder, and
      Mrs. Fields may use or grant licenses to others to use the Licensed Names
      and Marks in any other manner or in connection with any goods or services,
      other than for sale of Royalty Bearing Products in Designated Distribution
      Channels in the Territory. Without limiting the foregoing, the license
      granted pursuant to this Agreement shall be exclusive to Plunkett except
      that Mrs. Fields shall not be precluded from, and hereby expressly retains
      the right to: (i) own, operate, and grant or license others the right to
      own and operate Mrs. Fields Cookies stores which sell cookie, bakery
      and/or ice cream products (whether or not such products are Royalty
      Bearing Products) under the Licensed Names and Marks at locations within
      the Territory on such terms and conditions, as Mrs. Fields, in its sole
      discretion, deems appropriate, and (ii) offer for sale and sell, and
      license others to offer for sale and sell, any products or services under
      the Licensed Names and Marks which are not Royalty Bearing Products.

            (b) Products. Mrs. Fields shall have the right to purchase from
      Plunkett, at a "most favored nations" price, and sell Royalty-Bearing
      Products at Mrs. Fields Cookies store locations owned and operated by Mrs.
      Fields, its franchisees and licensees which are licensed by Mrs. Fields to
      operate Mrs. Fields Cookies stores pursuant to Mrs. Fields' Uniform
      Franchise Offering Circular or under an exemption to the Federal Trade
      Commission Regulations governing the sale of franchises.


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<PAGE>

      4.    LICENSE TRANSFER

      This Agreement shall be binding upon and inure to the benefit of the
      parties to this Agreement and their successors or assigns; provided, that
      the rights of the parties under this Agreement may only be assigned (i)
      upon written consent by Mrs. Fields or (ii) without consent to a parent
      corporation which owns at least fifty-one percent (51%) of such assigning
      party, a fifty-one percent (51%) owned subsidiary corporation of such
      party, a fifty-one percent (51%) owned subsidiary of a parent of such
      party if such parent owns at least fifty-one percent (51%) of such party,
      or to such other business organization which shall succeed to
      substantially all of the assets and business of the parties, a parent, or
      a subsidiary. Plunkett shall not have the right to grant sublicenses under
      this Agreement; provided, that Plunkett shall have the right to contract
      with a third party for the actual manufacturing of the Royalty-Bearing
      Products ("co-pack agreements"), if such co-packer and the co-pack
      agreement (with respect to Royalty Bearing Products) are approved in
      writing by Mrs. Fields, which approval will not be unreasonably withheld,
      and provided further that such co-packer signs a confidentiality agreement
      with Mrs. Fields, containing substantially the obligations of Plunkett as
      set forth in paragraph 15 hereof. Plunkett's obligations as set forth in
      this Agreement shall not be altered in any manner as a result of the
      existence of any co-pack agreements with third party manufacturers. Any
      assignment, franchise, sublicense, or transfer, not expressly permitted by
      this Section 4, is prohibited and will be deemed to be null and void.

      5.    LICENSE FEE AND ROYALTIES

            (a) Guaranteed Pre-paid Royalty Fees and Running Royalties. Plunkett
      shall pay to Mrs. Fields a non-refundable, pre-paid royalty fee of
      $500,000 on July 1, 1995 (date subject to discussion). The foregoing
      pre-paid royalty fee payment is hereinafter referred to as the "Guaranteed
      Amounts" and shall represent a payment of $0.75 per case, for the first
      3,333,334 cases sold, or retail packages of Royalty Bearing Products sold
      ("Running Royalties"), (over and above the Running Royalty of $0.75 per
      case referenced below). Throughout the term (including Option Periods) of
      this Agreement the Running Royalty shall be reduced to $0.75 per each case
      of twelve retail packages of Royalty Bearing Products sold, less damages,
      returns and credits. In the event that Plunkett distributes in cases
      containing less than twelve retail packages, then the Running Royalty will
      be adjusted proportionately and accordingly to the number of individual
      retail packages per case. Plunkett shall remit such Running Royalties to
      Mrs. Fields on the last day of the month following the end of each
      calendar quarter covered by the Agreement. All Guaranteed Amounts and
      Running Royalties shall be fully earned when paid and Plunkett shall not
      be entitled to any refund with respect to such amounts for any reason
      whatsoever.

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


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<PAGE>

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

      6.    VOLUME COMMITMENT

            (a) Plunkett will sell a minimum number of cases of Royalty Bearing
      Products during the Initial Term hereof and during each Option Period as
      set forth on the following schedule:

                     INITIAL TERM
            1995                            750,000 cases
            1996                            900,000 cases
            1997                          l,000,000 cases
            1998                          l,100,000 cases
            1999                          1,200,000 cases


                   1ST OPTION PERIOD
            2000                           1,260,000 cases
            2001                           1,323,000 cases
            2002                           1,389,150 cases
            2003                           1,458,608 cases
            2004                           1,531,538 cases


                   2ND OPTION PERIOD
            2005                           1,608,ll5 cases
            2006                           1,688,521 cases
            2007                           1,772,9
47 cases
            2008                           1,861,594 cases
            2009                           1,954,674 cases


                   3RD OPTION PERIOD
            2010                           2,052,407 cases
            2011                           2,155,028 cases
            2012                           2,262,779 cases
            2013                           2,375,918 cases
            2014                           2,494,714 cases


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<PAGE>

            (b) The foregoing numbers of cases shall be referred to herein as
      the "Volume Commitment".

      7.    LICENSE RETENTION

      If Plunkett fails to meet its Volume Commitment as set forth in Section
      6(a) hereof with respect to Royalty Bearing Products, Plunkett shall have
      the option to pay Running Royalties to Mrs. Fields in the manner and in an
      amount equal to the Running Royalties that would have been paid had
      Plunkett met its Volume Commitment, and if paid, Plunkett shall have the
      right to retain the exclusive license described herein.

      8.    PLUNKETT REPORTS

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

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


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<PAGE>

      9.    DEVELOPMENT OF ROYALTY BEARING PRODUCTS

      Plunkett hereby covenants, agrees, warrants and represents that:

            (a) Product Development. All Royalty-Bearing Products shall be
      developed, manufactured, marketed, and sold as "premium" products
      containing all natural ingredients or as otherwise may be consistent with
      Mrs. Fields then existing image. Plunkett accepts full responsibility for
      and agrees to pay all costs it incurs associated with the development of
      all Royalty-Bearing Products and all advertising and promotion, packaging
      design, graphics, and packaging materials for Royalty-Bearing Products.
      Mrs. Fields shall cooperate with Plunkett in development of
      Royalty-Bearing Products, primarily through the suggestion of ideas,
      concepts, and recipes for products and packaging; provided, however, that
      Mrs. Fields shall have no obligation to develop Royalty-Bearing Products
      or any other products.

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

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

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

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


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<PAGE>

            (f) Customer Complaints. Plunkett shall provide Mrs. Fields a
      summary of all written consumer complaints received regarding the quality
      of the Royalty-Bearing Products and shall maintain all written consumer
      complaints and a telephone log for all consumer complaints received by
      telephone for a period of one year. Plunkett will send a written report to
      Mrs. Fields each month containing the comments received, names of
      complaining persons, with addresses and telephone numbers (if available).
      Comments will be organized and summarized by type of comment or complaint
      and by the geographical location of the complaint. Such information will
      also be available for inspection by Mrs. Fields during normal working
      hours upon reasonable notice. Plunkett further agrees that it will respond
      to any written customer complaint within fourteen (14) days of receipt of
      such complaint by written response with either a refund of the customer's
      money or a coupon for the same type of Royalty Bearing Product purchased,
      depending upon the complaining customer's request. Plunkett further agrees
      that any complaints about Mrs. Fields products which are not Royalty
      Bearing Products will be forwarded to Mrs. Fields within five (5) days of
      receipt. Mrs. Fields agrees that all customer complaints and comments
      received by it with respect to Royalty Bearing Products will be forwarded
      to Plunkett within five (5) days of receipt. Plunkett shall further
      provide Mrs. Fields with copies of all responses to complaints, upon
      request.

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

      10. ADVERTISING AND PROMOTION REQUIREMENTS

            (a) Plunkett Promotion. Plunkett shall market Royalty-Bearing
      Products as premium products or as is otherwise consistent with Mrs.
      Fields' then existing image so that such marketing shall not reflect
      adversely upon Royalty-Bearing Products, the good name of Mrs. Fields, or
      the Licensed Names and Marks. Mrs. Fields shall have a prior-to-use
      reasonable right of approval for all promotional, marketing and
      advertising materials and concepts for each promotional campaign Plunkett
      uses to market Royalty-Bearing Products. In that regard, Mrs. Fields shall
      have a right of reasonable approval, prior to the development of final
      television, radio or printed advertisements, the final "story boards" with
      respect to television advertising, the final "script" with respect to
      radio spots and the final "layouts" with respect to printed
      advertisements. Mrs. Fields shall also have a right of reasonable approval
      with respect to the actors or actresses used in connection with any such
      advertising campaigns; provided, that Plunkett shall have the right to
      make minor variations in promotional, marketing and advertising materials
      used in connection with the approved promotional campaigns. All
      advertisements and advertising campaigns shall conform in all material
      respects to the approvals given by Mrs. Fields. Mrs. Fields shall have
      five (5) business days following the receipt of the proposed promotional,
      marketing or advertising materials to send Plunkett written notice of its
      disapproval which shall include an explanation of the basis for
      disapproval. If such written disapproval is not received by Plunkett
      within this five (5) business day period, the marketing, promotional or
      advertising material submitted to Mrs. Fields shall be


                                       9
<PAGE>

      deemed approved. Any material modifications to any such materials
      previously approved by Mrs. Fields shall be subject to approval pursuant
      to this Section 10. Once a promotional campaign has been approved by Mrs.
      Fields, if no material changes are made to it by Plunkett, Mrs. Fields
      shall not rescind its approval and Plunkett may proceed accordingly on the
      basis that it is approved.

      11. ROYALTY-BEARING PRODUCTS APPROVAL STANDARDS

            (a) Approval Standards. Prior to initial marketing of each
      Royalty-Bearing Product, Plunkett shall provide Mrs. Fields with (i)
      notice of the proposed predetermined product content specifications for
      approval (as so approved by Mrs. Fields, the "Product Specifications"),
      and (ii) without charge, representative samples of the proposed product
      and related packaging materials, labels, and package inserts, for approval
      (as so approved by Mrs. Fields, the "Packaging Specifications"). Approval
      of product content specifications, product quality, packaging, labels and
      inserts shall be in Mrs. Fields' reasonable discretion. Unless within ten
      (10) business days after sending the above notice and samples Plunkett
      receives from Mrs. Fields' notice indicating disapproval of proposed
      predetermined product content specifications, product quality or other
      items described above, together with an explanation of the basis of
      disapproval, such predetermined product content specifications, product
      quality, or other items shall be deemed approved. Plunkett shall market
      all Royalty Bearing Products in accordance with the approval received from
      Mrs. Fields with respect to product content specifications, quality,
      packaging and labeling, and in accordance with all governmental laws,
      rules, and regulations applicable in the Territory.

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


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<PAGE>

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

      12. USE OF LICENSED NAMES AND MARKS

            (a) Restrictions On Use. Unless Mrs Fields consents in writing which
      consent shall not be unreasonably withheld, Plunkett shall use the
      Licensed Names and Marks:

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

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

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

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

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


                                       11
<PAGE>

            (b) Recognition of Goodwill. Plunkett recognizes the value of the
      goodwill associated with the Licensed Names and Marks and acknowledges
      that the Licensed Names and Marks and all rights therein and goodwill
      pertaining thereto belong exclusively to Mrs. Fields.

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

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

      13. INFRINGEMENT

      Plunkett agrees to assist Mrs. Fields, at Mrs. Fields's cost and expense,
      to the extent necessary in the procurement of any protection or to protect
      any of Mrs. Fields's rights to the Licensed Names and Marks, and Mrs.
      Fields, if it so desires, may commence or prosecute any claims or suits in
      its own name or, with Plunkett's consent, in the name of Plunkett or join
      Plunkett as a party thereto. Plunkett shall notify Mrs. Fields in writing
      of any infringements or imitations by others of the Licensed Names and
      Marks which may come to Plunkett's attention, and Mrs. Fields shall have
      the sole right to determine whether or not any action shall be taken on
      account of any such infringements or imitations at Mrs. Fields' cost and
      expense. Plunkett shall not institute any suit or take any action on
      account of any such infringements or imitations without first obtaining
      the written consent of Mrs. Fields so to do.

      14. INSURANCE

      Plunkett shall obtain and keep in force, at its sole expense, product
      liability insurance providing adequate insurance for Mrs. Fields against
      any claims and suits involving product liability arising out of, or with
      respect to, the transactions contemplated by this Agreement, in no less
      than ten million dollars ($10,000,000) combined single limit on bodily
      injuries and/or property damage. Within thirty (30) days after the date of
      this Agreement, Plunkett shall submit to Mrs. Fields a certificate of
      insurance naming Mrs. Fields as an additional insured and providing that
      any cancellation or material change or alteration which reduces coverage
      or any benefits accruing to Mrs. Fields shall become effective only upon
      thirty (30) days prior notice to Mrs. Fields.


                                       12
<PAGE>

      15. CONFIDENTIALITY

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

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

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

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

            (e) Mutuality of Obligations. Mrs. Fields hereby agrees that any
      information which it receives from Plunkett which is within the scope of
      the definition of Protected Information, shall be treated as confidential
      by Mrs. Fields, and Mrs. Fields hereby agrees to be bound by the terms of
      this Agreement with respect to any such information it receives from
      Plunkett, to the same extent that Plunkett is bound by the terms of this
      Agreement with respect to Protected Information, as set forth above in
      paragraphs 15(a), (b), (c) and (d).


                                       13
<PAGE>

      16. TERM AND TERMINATION

            (a) Term. The initial term of this Agreement shall begin upon the
      execution hereof and extend through December 31, 1999 ("Initial Term"). So
      long as Plunkett is not in material default and has met and/or paid
      Running Royalties based on its Volume Commitment as described in paragraph
      6(a) hereof, Plunkett shall have the option ("Option") to extend this
      Agreement for five (5) consecutive five (5) year Option Periods, until
      December 31, 2024. The Options may be exercised by Plunkett, in its sole
      discretion, by the giving of written notice to Mrs. Fields, not later than
      ninety (90) days prior to the expiration of the Initial Term (or current
      Option Period) hereof.

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

            (c) If Plunkett defaults in the payment of any Running Royalties or
      Guaranteed Amounts to Mrs. Fields when the same become due and payable
      hereunder, then this Agreement and the license granted hereunder may be
      terminated upon notice by Mrs. Fields effective thirty (30) days after
      receipt of such notice, without prejudice to any and all other rights and
      remedies Mrs. Fields may have hereunder or by law provided, and all rights
      of Plunkett hereunder shall cease.

                  (i) If Plunkett fails to meet its Volume Commitment as set
            forth in paragraph 6(a) hereof, then, except as provided in Section
            7, this Agreement and the license granted hereunder may be
            terminated upon receipt of such notice, unless cured by Plunkett
            during such thirty (30) day period by payment of amounts due
            together with interest on such amounts pursuant to Paragraph 5(c),
            without prejudice to any and all other rights and remedies Mrs.
            Fields may have hereunder or by law provided, and all rights of
            Plunkett hereunder shall cease.

                  (ii) If Plunkett fails to perform in accordance with any
            material term or condition of this Agreement (other than as
            described in paragraph l6(b)(i) and (ii) above) and such default
            continues unremedied for thirty (30) days after the date on which
            Plunkett receives written notice of default, unless such remedy
            cannot be accomplished in such time period and Plunkett has
            commenced diligent efforts within such time period and continues
            such effort until the remedy is complete, then this Agreement may be
            terminated upon notice by Mrs. Fields, effective upon receipt of
            such notice, without prejudice to any and all other rights and
            remedies Mrs. Fields may have hereunder or by law provided.


                                       14
<PAGE>

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

                  (v) Beginning with the first Option Period and thereafter, if
            not more than twelve (12) months nor less than three (3) months
            prior to the end of the any Option Period Mrs. Fields provides
            written notice to Plunkett that it intends to terminate this License
            Agreement as of the end of such Option Period and by providing
            written acknowledgement of Mrs. Fields' obligation to pay Plunkett a
            Buy Out Amount equal to three (3) times, the average gross margin
            for sales reported by Plunkett over the last three years of the
            current Option Period term. Average gross margin shall be calculated
            by taking net sales (gross revenues from Royalty-Bearing Product
            sales less any discounts), minus allowance for spoilage, returns,
            and costs of goods sold (amounts paid by Plunkett for Licensed
            Products FOB the co-packet). The Buy Out Amount shall be paid to
            Plunkett in cash over three (3) years in twelve (12) equal quarterly
            installments with interest on the unpaid balance at the previous
            quarter's average reference rate reported from time to time by the
            Bank of America NT&SA San Francisco headquarters branch on
            commercial loans to its most creditworthy commercial borrowers, with
            the first payment due on the last day of the first calendar quarter
            following the termination. The "previous quarter's average reference
            rate" to be applied during a quarter shall be calculated by taking
            the average of the reference rates in effect on the first day of
            each of the three (3) months of the preceding quarter. Mrs. Fields
            may repay this obligation in whole or in part at any time without
            prepayment premium or penalty.


                                       15
<PAGE>

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

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

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

                  (i) Plunkett agrees to immediately pay to Mrs. Fields all
            amounts due and owing hereunder and to return all Protected
            Information, confidential documents and other material supplied by
            Mrs. Fields to Plunkett and agrees never to use, disclose to others,
            nor assist others in using the Protected Information.

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

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


                                       16
<PAGE>

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

            (f) Packaging Designs. In the event this Agreement is properly
      terminated, Mrs. Fields shall have the right to purchase the packaging
      designs for the Royalty-Bearing Products from Plunkett at a price equal to
      the amount expended by Plunkett on such packaging designs. To exercise
      this right, Mrs. Fields shall notify Plunkett in writing of Mrs. Fields'
      intent to purchase the packaging design, not later than 30 days after
      termination. Upon receipt of such notice, Plunkett shall provide Mrs.
      Fields with the amount of Plunkett's cost for packaging design, whereupon,
      Mrs. Fields may rescind its offer within five (5) business days of receipt
      of the price of such costs for packaging design, otherwise Mrs. Fields
      shall be deemed to have accepted such cost as the purchase price for such
      packaging.

      17. DISPOSAL OF INVENTORY UPON EXPIRATION

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

      18. FINAL STATEMENT UPON TERMINATION OR EXPIRATION

      As soon as practicable after termination or expiration of the license
      granted hereunder, but in no event more than thirty (30) days thereafter,
      Plunkett shall deliver to Mrs. Fields a statement indicating the number
      and description of Royalty Bearing Products packaged in packaging using
      the Licensed Names and Marks then in Plunkett's inventory and the number
      and description of unused packaging materials bearing the Licensed Names
      and Marks then in Plunkett's inventory. Mrs. Fields shall have the option
      to conduct a physical inventory to ascertain or verify such statement.
      With respect to a partial termination due to a failure by Plunkett to meet
      its Volume Commitment, this paragraph shall only apply to the items for
      which the Agreement is terminated.


                                       17
<PAGE>

      19. REPRESENTATIONS AND WARRANTIES

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

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

            (c) Mrs. Fields' Image. Mrs. Fields represents and warrants that it
      will intentionally do anything to destroy or impair its existing image.

      20. INDEMNIFICATION

            (a) Mrs. Fields Indemnification. Mrs Fields hereby indemnifies
      Plunkett and forever holds Plunkett harmless from and against all claims,
      suits, actions, proceedings, damages, losses or liabilities, costs or
      expenses (including reasonable attorneys' fees and expenses) arising out
      of, based upon, or in connection with (i) any breach of any of Mrs. Fields
      warranties or representations set forth in this Agreement or (ii) any
      claim that the use by Plunkett of the Licensed Names and Marks as provided
      in this Agreement infringes upon any third party trademark, service mark,
      or trade name.


                                       18
<PAGE>

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

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

      21. NOTICES

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


                                       19
<PAGE>

      To Mrs. Fields:             Mrs. Fields Inc.
                                  333 Main Street
                                  Park City, Utah 84060
                                  Attention: Corporate Secretary
                                  Fax No: (801) 645-2179

      To Plunkett:                Plunkett, Inc.
                                  Gregory B. Plunkett, President
                                  28 Lyford Drive
                                  Tiburon, California 94920
                                  Fax No: (415) 435-8059

      22. GENERAL PROVISIONS

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

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


                                       20
<PAGE>

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

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

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


                                       21
<PAGE>

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

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

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

                  (ii)  acts of God;

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

                  (iv) any other similar event or cause.

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

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

            (i) Rights Cumulative. The rights of Mrs. Fields and Plunkett
      hereunder are cumulative and no exercise or enforcement by Mrs. Fields or
      Plunkett of any right or remedy hereunder shall preclude the exercise or
      enforcement by Mrs. Fields or Plunkett of any other right or remedy
      hereunder which Mrs. Fields or Plunkett is entitled by law to enforce.


                                       22
<PAGE>

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

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

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

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


                                       23
<PAGE>

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

            (o) Entire Agreement. This Agreement and the Exhibits hereto
      represent the entire agreement between Mrs. Fields and Plunkett with
      respect to the subject matter hereof and supersede any prior agreements
      and negotiations between the parties.

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

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

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

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


                 PLUNKETT INC.

                 By: /s/ [illegible]
                    ---------------------------------------
                 Its: President and C.E.O.
                      August 18, 1994


                 MRS. FIELD DEVELOPMENT CORPORATION

                 By: /s/ [illegible]
                    ---------------------------------------
                 Its: President C.E.O.


                                       24
<PAGE>

                                   EXHIBIT "A"

                            LICENSED NAMES AND MARKS


                                       25
<PAGE>

Int. Cl.: 30

Prior U.S. Cl.: 46

                                                              Reg. No. 1,791,781
United States Patent and Trademark Office                Registered Sep. 7, 1993
--------------------------------------------------------------------------------

                                   TRADEMARK

                               PRINCIPAL REGISTER

                            [Insert Mrs. Fields logo]

MRS. FIELDS DEVELOPMENT CORPORA-
 TION (DELAWARE CORPORATION), DBA
 MRS. FIELDS ICE CREAM
333 MAIN STREET
P.O. BOX 4000
PARK CITY, UT 84060

 FOR: ICE CREAM, IN CLASS 30 (U.S. CL. 46).
 FIRST USE 4-1-1992; IN COMMERCE
4-1-1992.
 OWNER OF U.S. REG. NOS. 449,876, 1,299,149
AND OTHERS.

 THE NAME "MRS. FIELDS" IS THE NAME
OF A LIVING INDIVIDUAL WHOSE CON-
SENT IS OF RECORD.

 "MRS. FIELDS" IS THE NAME OF A LIVING
INDIVIDUAL WHOSE CONSENT TO THE USE
OF HER NAME IS OF RECORD.

 SER. NO. 74-319,021, FILED 10-1-1992.

MICHELLE S. WISEMAN, EXAMINING AT-
 TORNEY
<PAGE>

Int. Cl.: 30                                                                   

Prior U.S. Cl.: 46
                                                                               
                                                              Reg. No. 1,456,702
United States Patent and Trademark Office                Registered Sep. 8, 1987
--------------------------------------------------------------------------------

                                   TRADEMARK

                               PRINCIPAL REGISTER

                            [Insert Mrs. Fields logo]

MRS. FIELDS COOKIES (CALIFORNIA COR-
 PORATION)
SUITE F200
1500 KEARNS BOULEVARD
PARK CITY, UT 84060

 FOR: BAKERY GOODS, NAMELY COOKIES
AND BROWNIES, IN CLASS 30 (U.S. CL. 46).
 FIRST USE 11-15-1981: IN COMMERCE
11-15-1981.

 OWNER OF U.S. REG. NOS. 1,197,025, 1,299,149
AND OTHERS.

 SEC. 2(F).

 SER. NO. 530,088, FILED 4-1-1985.

JESSIE N. MARSHALL, EXAMINING ATTOR-
 NEY
<PAGE>

Int. Cl.: 30                                                                   

Prior U.S. Cl.: 46
                                                                               
                                                              Reg. No. 1,256,315
United States Patent and Trademark Office                Registered Nov. 1, 1983
--------------------------------------------------------------------------------

                                   TRADEMARK

                               PRINCIPAL REGISTER

                            [Insert Mrs. Fields logo]

Mrs. Fields' Chocolate Chippery (California
 corporation)
2935 Whipple Rd.
Union City, Calif. 94587

 For: BAKERY GOODS--NAMELY, COOKIES
AND BROWNIES, in CLASS 30 (U.S. Cl. 46).
 First use Nov. 15, 1981; in commerce Nov. 15,
1981.
 Owner of U.S. Reg. Nos. 1,197,025, 1,206,373 and
others.

 No claim is made to the exclusive right to use the
word "Cookies", apart from the mark as shown.
 "Mrs. Fields" is the name of a living individual
whose consent is of record.

 Ser. No. 368,469, filed Jun. 7, 1982.

JESSIE N. MARSHALL, Examining Attorney
<PAGE>

                                  EXHIBIT "B"

                            ROYALTY BEARING PRODUCTS

Dry mix for cookie dough pre-packaged for retail sale


                                       26

Source: OneCLE Business Contracts.