EXHIBIT 10.64

MARKETING ALLOWANCE AGREEMENT

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.”

RECITALS

WHEREAS , MFF and Shadewell are parties to several trademark license agreements including the license agreement of January 3, 2000 to develop, manufacture and sell shelf-stable cookies, the license agreement of February 21, 2001 to distribute and sell ready-to-eat pre-baked cookie product through other distribution channels, the license agreement of March 31, 2003 to package, distribute, market and sell chocolate chips, and other similar licensing agreement now being negotiated or recently executed regarding shelf-stable brownies and toppings (such license agreement, the “Brownie License”, and collectively with the other license agreements set forth in this paragraph, the “License Agreements”) that allow Shadewell to develop, produce and sell various products under the marks and trade names held by MFF or its affiliated entities (“Licensed Marks”) in exchange for the payment of royalties (these products are more precisely defined under each of the License Agreements as “Royalty Bearing Product(s)”);

WHEREAS , MFF desires to grant Shadewell certain one-time marketing allowances to be credited against royalty payments that would otherwise be made by Shadewell to MFF, which allowances shall be given under the terms and conditions set out herein (“Marketing Allowance”) to assist Shadewell to have additional marketing funding to further establish and promote the Royalty Bearing Products and MFF brand in the market; and

WHEREAS , Shadewell is willing to accept the Marketing Allowances to promote the Royalty Bearing Products and the MFF brand, and is willing to agree to the terms and conditions proposed by MFF to receive those Marketing Allowances;

AGREEMENT

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises and covenants set forth herein, the Parties hereby agree as follows:

                1.             General Provisions and Terms .  All terms not otherwise defined in the Agreement shall have the meanings given similar terms in the License Agreements and Sections 15, 21 and 22 of the Brownie License shall be incorporated herein.

2.             First Marketing Allowance .  MFF hereby grants Shadewell an initial Marketing Allowance for the 2006 fiscal year of One Hundred Twenty-Five Thousand U.S. dollars ($125,000.00 USD) to promote the Royalty Bearing Products and MFF

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