0001104659-05-012319 Sample Contracts

TERMINATION AGREEMENT AND RELEASE
Termination Agreement and Release • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • Utah

THIS TERMINATION AGREEMENT AND RELEASE (the “Agreement”) is entered into effective as of December 24, 2004, by and between MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability corporation (“MFF”), the successor in interest to MRS. FIELDS’ BRAND, INC, and SHADEWELL GROVE IP, LLC (“Shadewell”), the successor in interest to NONNI’S FOOD COMPANY, INC. MFF and Shadewell sometimes are referred to in this Agreement individually, as a “Party” and collectively, as the “Parties.”

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MARKETING ALLOWANCE AGREEMENT
Marketing Allowance Agreement • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores

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

TRADEMARK LICENSE AGREEMENT between MRS. FIELDS FRANCHISING, LLC a Delaware limited liability company and
Trademark License Agreement • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • Utah

THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made and entered into this 24th day of December, 2004 by and between MRS. FIELDS FRANCHISING, LLC, a Delaware limited liability company (“MFF”), and Shadewell Grove IP, LLC, a Delaware limited liability company (“Shadewell”). MFF and Shadewell are sometimes collectively referred to herein as the “parties.”

AMENDMENT TO
Trademark License Agreement • March 22nd, 2005 • MRS Fields Famous Brands LLC • Retail-food stores • Utah

This Amendment to Trademark License Agreements, dated as of December 24, 2004 (this” Amendment”), to the Trademark License Agreements described below, is entered into by and between Mrs. Fields Franchising, LLC (“MFF”), a Delaware limited liability company, as successor-in-interest to The Mrs. Fields’ Brand, Inc. and/or Mrs. Fields’ Original Cookies, Inc., and Shadewell Grove IP, LLC (“Shadewell”), a Delaware limited liability company, as successor-in-interest to Nonni’s Food Company, Inc. (“Nonni’s”), a Florida corporation. MFF and Shadewell are sometimes collectively referred to herein as the “parties.”

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