TRADEMARK LICENSE AGREEMENT

between

THE MRS. FIELDS' ORIGINAL COOKIES, INC.
a Delaware corporation

and

Nonni's Food Company, Inc.
a Florida corporation

DATED: March 31, 2003

TABLE OF CONTENTS

TRADEMARK LICENSE AGREEMENT

        THIS AGREEMENT is made and entered into this 31^st day of March, 2003 by and between THE MRS. FIELDS' ORIGINAL COOKIES, INC., a Delaware corporation ("MFOC"), and Nonni's Food Company, Inc., a Florida corporation ("Nonni's").

RECITALS

        WHEREAS, on January 3, 2000 MFB and Nonni's entered into an agreement in which Nonni's received a license to develop, manufacture, package, distribute and sell under the Mrs. Fields' trademarks, service marks, and trade names a ready-to-eat shelf stable cookie product through designated retail channels. On February 21, 2001 MFB and Nonni's entered into a second agreement in which Nonni's received a license to develop, manufacture, package, distribute and sell to the food service industry a ready-to-eat pre-baked cookie product through designated food service distribution channels. On January 2, 2002, MFB and Nonni's entered into a third agreement (collectively the "Retail Agreements") in which Nonni's received a license to package, distribute and sell to the food away from home industry frozen cookie dough products through designated distribution channels.

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

        WHEREAS, Nonni's desires to acquire a separate license from MFOC to package, distribute and sell through designated distribution channels high quality, pre-packaged chocolate chips utilizing the Mrs. Fields trademarks, service marks and trade names; and

        WHEREAS, MFOC desires to license to Nonni's the right to package, distribute, market and sell high quality, pre-packaged chocolate chips through designated retail distribution channels subject to the provisions of this Agreement;

AGREEMENT

        NOW THEREFORE, in consideration of 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, drug stores, club stores, mass merchandisers and other similar retail pre-packaged food retail distribution channels.

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

        (c)   "Licensed Names and Marks" shall mean those trademarks, trade names and service marks identified on Exhibit A hereto.

        (d)   "Net Sales" shall mean gross sales minus cash discounts for early payments.


 

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