FORM OF STOCK PURCHASE AGREEMENT


                  STOCK PURCHASE  AGREEMENT (this  "Agreement") made and entered
as of this 3rd day of  March,  2000,  by and among  DELICIOUS  BRANDS,  INC.,  a
Delaware  corporation (the "Company") and the purchasers set forth on Schedule A
attached hereto (each a "Purchaser" and, collectively, the "Purchasers").

                                   WITNESSETH:

                  WHEREAS,  the  Company  desires  to issue  and  sell,  and the
Purchasers desire to purchase,  all upon the terms and subject to the conditions
set forth in this Agreement,  shares of the Series D Convertible Preferred Stock
of the Company, par value $.01 per share (the "Series D Preferred Stock").

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual  covenants and  agreements of the parties herein  contained,  the parties
hereby agree as follows:

                  1.   Purchase and Sale of Stock.

                       1.1 Sale and Issuance of Series D Preferred Stock.

                           (a) A Certificate of Designation (the "Certificate"),
setting forth the designation,  preferences and other rights and  qualifications
of the Series D Preferred  Stock (the  "Series D  Preferred  Stock") in the form
attached  hereto as Exhibit A has been filed with the  Secretary of State of the
State of Delaware and the Company has  authorized the issuance and sale of up to
100,000 shares of the Series D Preferred Stock (the "Shares").

                           (b)  Subject  to the  terms  and  conditions  of this
Agreement,  each  Purchaser  severally  agrees to  purchase  at the  Closing (as
defined  below),  and the Company  agrees to sell and issue to each Purchaser at
the  Closing,  the  number of shares of the Series D  Preferred  Stock set forth
opposite such Purchaser's name on the Schedule of Purchasers  attached hereto as
Schedule A, at a purchase price of $20.00 per share.

                       1.2 Closing.

                           (a) The First  Closing.  The closing of the  purchase
and the sale of the Shares of Series D Preferred Stock hereunder (the "Closing")
shall be held at the offices of Olshan Grundman Frome  Rosenzweig & Wolosky LLP,
505 Park Avenue,  New York,  New York 10022 at 10 a.m.,  local time, on the date
hereof,  or at such  other  time  and  place  upon  which  the  Company  and the
Purchasers participating in such Closing shall agree (the "First Closing Date").





                           (b)  Subsequent  Closings.  One  or  more  additional
closings of the purchase and sale of the Shares of Series D Preferred  Stock may
occur solely at the discretion of the Company.  Any such additional  closing may
be evidenced by the execution of an additional  signature page to this Agreement
by the Company and an additional Purchaser, and the inclusion of such additional
Purchaser's  name (along with the number of Shares such additional  Purchaser is
purchasing,  together  with  the  aggregate  purchase  price to be paid for such
Shares) on the Schedule of  Purchasers,  without any  requirement on the part of
the Company to seek the consent or approval of the Purchasers.

                           (c) General.  For purposes of this Agreement,  unless
the  context  otherwise  requires,  the  specific  closing at which the sale and
purchase of Shares  occurs shall be referred to herein as the "Closing" for such
sale and purchase.  The applicable date of each such sale and purchase of Shares
is referred to herein for  purposes  of such sale and  purchase as the  "Closing
Date."

                           (d)  Delivery.  At the  Closing,  the  Company  shall
deliver to each  Purchaser a  certificate  or  certificates,  registered in such
Purchaser's  name as set forth on the Schedule of Purchasers,  representing  the
number of Shares  designated  on the Schedule of  Purchasers  to be purchased by
such Purchaser,  against  payment of the purchase price  therefor.  The purchase
price for the Shares may be paid by (i) check payable to the Company,  (ii) wire
transfer pursuant to the Company's  instructions or (iii) any combination of the
foregoing.

                  2.  Representations,  Warranties and Covenants of the Company.
The Company represents warrants and covenants to the Purchasers as follows:

                      2.1 Corporate  Organization.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware,  and has all requisite  corporate power and authority to own,
operate  and lease its  properties  and to carry on its  business  as and in the
places where such properties are now owned, operated and leased or such business
is now being conducted.

                      2.2 Authorization. The Company has the necessary corporate
power and  authority to enter into this  Agreement and to assume and perform its
obligations  hereunder.  The  execution  and delivery of this  Agreement and the
performance  by  the  Company  of  its  obligations  hereunder  have  been  duly
authorized  by the Board of Directors of the Company.  This  Agreement  has been
duly  executed and delivered by the Company and  constitutes a legal,  valid and
binding obligation of the Company  enforceable against it in accordance with its
terms,  subject to (i) applicable  bankruptcy,  insolvency,  reorganization  and
moratorium  laws,  (ii)  other  laws  of  general   application   affecting  the
enforcement  of creditors'  rights  generally and general  principles of equity,
(iii) the  discretion of the court before which any  proceeding  therefor may be
brought,  and (iv) as rights to  indemnity  may be  limited  by federal or state
securities laws or by public policy.


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                      2.3 Approvals and Consents. No action,  approval,  consent
or authorization,  including, but not limited to, any action, approval,  consent
or authorization by any governmental or quasi-governmental  agency,  commission,
board,  bureau, or instrumentality is necessary or required as to the Company in
order  to  constitute  this  Agreement  as  a  valid,  binding  and  enforceable
obligation of the Company in accordance  with its terms,  except for the consent
of U.S.  Bancorp  Republic  Commercial  Finance,  Inc.,  which the  Company  has
obtained.

                      2.4 Commissions;  Use of Proceeds.  Icahn Associates Corp.
will earn a 3% fee on the  gross  proceeds  of this  transaction  and  Network 1
Financial  Securities,  Inc.  ("Network  1")  will  earn a 10% fee on the  gross
proceeds  of all sales of Shares by the Company to Network 1's clients for which
Network 1 acts as placement agent on this transaction.  The commissions shall be
paid in cash,  except such  commission may be deferred at the  recipients'  sole
discretion.  The net proceeds received by the Company from this transaction will
be used for general corporate purposes, including capital expenditures,  product
development,  marketing and sales and working capital and to establish a working
capital reserve in connection with a potential sale of substantially  all of the
assets  of  the  Company  at  the  request  of  a  potential  purchaser  against
unanticipated  expenses  which may arise  prior to the  potential  closing.  The
proceeds  allocated  to  general  corporate  purposes  may  be  utilized  in the
discretion of the Board of Directors of the Company.

                  3.  Representations and Warranties of the Purchasers.  Each of
the Purchasers represents and warrants to the Company as to itself as follows:

                      3.1 Organization and Existence. To the extent indicated on
the signature pages hereto,  such Purchaser is either (i) a limited  partnership
duly organized and validly  existing  under the laws of its respective  state of
formation,  (ii) a limited liability company duly organized and validly existing
under the laws of its respective  state of formation,  (iii) a corporation  duly
organized  and  validly  existing  under  the  laws of its  respective  state of
incorporation or (iv) an individual.  Each Purchaser  represents that it was not
organized for the purpose of making an investment in the Company.

                      3.2 Authorization. The execution, delivery and performance
of this  Agreement by such Purchaser and the  consummation  by such Purchaser of
the transactions  contemplated  hereby and thereby are within the powers of such
Purchaser and have been duly authorized by all necessary individual,  corporate,
partnership or limited liability company action, as appropriate,  on the part of
such  Purchaser.  This  Agreement  has been duly  executed and delivered by such
Purchaser and constitutes a legal, valid and binding obligation of the Purchaser
enforceable against such Purchaser in accordance with its terms,  subject to (i)
applicable  bankruptcy,  insolvency,  reorganization  and moratorium  laws, (ii)
other laws of general application affecting the enforcement of creditors' rights
generally and general  principles of equity,  (iii) the  discretion of the court
before  which any  proceeding  therefor  may be  brought,  and (iv) as rights to
indemnity  may be  limited  by  federal  or state  securities  laws or by public
policy.


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                      3.3 Approvals and Consents. No action,  approval,  consent
or authorization,  including, but not limited to, any action, approval,  consent
or authorization by any governmental or quasi-governmental  agency,  commission,
board,  bureau, or instrumentality is necessary or required as to such Purchaser
in order to  constitute  this  Agreement  as a valid,  binding  and  enforceable
obligation of such Purchaser in accordance with its terms.

                      3.4  Investment.  Such  Purchaser is acquiring  the Shares
being  purchased  by it for its own  account as  principal,  not as a nominee or
agent,  for investment  purposes  only, and not with a view to, or for,  resale,
distribution  or  fractionalization  thereof  in  whole  or in part and no other
person or entity has a direct or indirect  beneficial  interest in such  Shares.
Such Purchaser does not have any contract, undertaking, agreement or arrangement
with any  person or entity to sell,  transfer  or grant  participations  to such
person or entity or to any third  person or entity  with  respect to any of such
Shares.

                      3.5   Exemption   From   Registration.    Such   Purchaser
acknowledges  that the  offering  and sale of the  Shares  (the  "Offering")  is
intended to be exempt from  registration  under the  Securities  Act of 1933, as
amended (the "Securities  Act"), by virtue of Section 4(2) of the Securities Act
and the provisions of Regulation D promulgated  thereunder  ("Regulation D"). In
furtherance  thereof,  such Purchaser  represents and warrants to the Company as
follows:

                      (i)  Such  Purchaser  realizes  that  the  basis  for  the
                      exemption  may  not be  present  if,  notwithstanding  any
                      representations  and/or  warranties to the contrary herein
                      contained, such Purchaser has in mind merely acquiring the
                      Shares for a fixed or determinable period in the future;

                      (ii) Such Purchaser has the financial  ability to bear the
                      economic risk of his  investment,  has adequate  means for
                      providing for its current needs and  contingencies and has
                      no need for  liquidity  with respect to its  investment in
                      the Company; and

                      (iii) Such  Purchaser has such knowledge and experience in
                      financial,  and  business  matters  as  to be  capable  of
                      evaluating  the merits and risks of an  investment  in the
                      Shares.

                      3.6 Accredited Investor.  Such Purchaser is an "accredited
investor," as that term is defined in Rule 501 of Regulation D.

                      3.7 Available Information. Such Purchaser:

                      (i) Has been furnished with any and all documents that may
                      have been made  available  by the Company  upon request of
                      the  Purchaser  for a  reasonable  time  prior to the date
                      hereof including,  but not limited to, those documents set
                      forth on Annex A hereto;


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                      (ii) Has been  provided an  opportunity  for a  reasonable
                      time  prior  to  the  date  hereof  to  obtain  additional
                      information  concerning the Offering,  the Company and all
                      other information to the extent the Company possesses such
                      information or can acquire it without  unreasonable effort
                      or expense;

                      (iii) Has been given the opportunity for a reasonable time
                      prior to the date hereof to ask  questions of, and receive
                      answers   from,   the   Company  or  its   representatives
                      concerning  the terms and  conditions  of the Offering and
                      other  matters  pertaining to an investment in the Shares,
                      or that which was otherwise  provided in order for them to
                      evaluate  the merits and risks of a purchase of the Shares
                      to the extent the Company  possesses  such  information or
                      can acquire it without unreasonable effort or expense;

                      (iv) Has not been furnished  with any oral  representation
                      or oral information in connection with the Offering; and

                      (v)  Has  determined   that  the  Shares  are  a  suitable
                      investment  for such  Purchaser and that at this time such
                      Purchaser could bear a complete loss of such investment.

                      3.8  Purchaser  Representative.   Such  Purchaser  is  not
relying  on  any  statements  or  representations  made  by the  Company  or its
affiliates   or  any   purchaser   representative   with   respect  to  economic
considerations involved in an investment in the Shares.

                      3.9 Transfer  Restrictions.  Such Purchaser shall not sell
or  otherwise  transfer  any  of  the  Shares  without  registration  under  the
Securities Act or an exemption  therefrom and such Purchaser  fully  understands
and agrees that such Purchaser  must bear the economic risk of such  Purchaser's
purchase because, among other reasons, the Shares have not been registered under
the  Securities Act or under the  securities  laws of any state and,  therefore,
cannot be resold,  pledged,  assigned or  otherwise  disposed of unless they are
subsequently  registered  under the  Securities  Act and  under  the  applicable
securities  laws of such states,  or unless  exemptions  from such  registration
requirements  are  available.  In  particular,  such Purchaser is aware that the
Shares  are  "restricted  securities,"  as such  term  is  defined  in Rule  144
promulgated  under the Securities Act. Such Purchaser also  understands that the
Company is under no obligation to register the Shares on such Purchaser's behalf
or  to  assist  such   Purchaser  in  complying  with  any  exemption  from  the
registration  requirements of the Securities Act or applicable  state securities
laws. Such Purchaser  further  understands that sales or transfers of the Shares
are further  restricted  by state  securities  laws and the  provisions  of this
Agreement.

                      3.10 Entire Agreement.  No  representations  or warranties
have been made to such  Purchaser  by the  Company,  or any  officer,  director,
employee, agent, affiliate or subsidiary

                                       -5-



of the Company other than those contained herein,  and in subscribing for Shares
such  Purchaser  is not  relying  upon  any  representations  other  than  those
contained herein.

                      3.11  Purchaser  Information.  Any  information  that such
Purchaser has heretofore  furnished or is simultaneously  herewith furnishing to
the Company with  respect to such  Purchaser's  financial  position and business
experience  is correct  and  complete as of the date of this  Agreement  and, if
there should be any material  change in such  information,  such  Purchaser will
immediately furnish revised or corrected information to the Company.

                      3.12 Legends.  The Purchaser  understands and acknowledges
that the Shares and the shares of the Company's Common Stock, par value $.01 per
share ("Common Stock"),  issuable upon conversion of the Shares (the "Conversion
Shares") shall bear a legend  substantially as follows until (i) such securities
shall  have  been  registered  under the  Securities  Act and  effectively  been
disposed of in accordance with an effective  registration  statement thereunder;
or (ii) in the opinion of counsel for the Company  such  securities  may be sold
without  registration  under the Securities Act as well as any applicable  "Blue
Sky" or state securities laws:

                  "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
                  ACT"), AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
                  HYPOTHECATED,  ASSIGNED  OR  TRANSFERRED  EXCEPT (i)
                  PURSUANT  TO  A  REGISTRATION  STATEMENT  UNDER  THE
                  SECURITIES  ACT WHICH HAS  BECOME  EFFECTIVE  AND IS
                  CURRENT  WITH RESPECT TO THESE  SECURITIES,  OR (ii)
                  PURSUANT TO A SPECIFIC  EXEMPTION FROM  REGISTRATION
                  UNDER  THE  SECURITIES  ACT BUT  ONLY  UPON A HOLDER
                  HEREOF FIRST HAVING  OBTAINED THE WRITTEN OPINION OF
                  COUNSEL   TO    DELICIOUS    BRANDS,    INC.    (THE
                  "CORPORATION"),    OR   OTHER   COUNSEL   REASONABLY
                  ACCEPTABLE  TO THE  CORPORATION,  THAT THE  PROPOSED
                  DISPOSITION   IS  CONSISTENT   WITH  ALL  APPLICABLE
                  PROVISIONS  OF THE  SECURITIES  ACT AS  WELL  AS ANY
                  APPLICABLE  "BLUE  SKY" OR  OTHER  STATE  SECURITIES
                  LAW."

                      3.13  Purchaser  Address.  The  address  set  forth on the
signature pages of this Agreement is such Purchaser's true and correct business,
residence or domicile address.

                      3.14 Non-Marketable Investments.  Such Purchaser's overall
commitment   to   investments   that   are  not   readily   marketable   is  not
disproportionate  to such Purchaser's net worth, and an investment in the Shares
will not cause such overall commitment to become excessive.


                                       -6-



                      3.15 Finders.  Such Purchaser represents and warrants that
such Purchaser has not retained any finder,  broker, agent, financial advisor or
other  intermediary  in connection  with the  transactions  contemplated by this
Agreement and agrees to indemnify  and hold harmless the Company,  its officers,
directors, affiliates, subsidiaries, employees and agents from liability for any
compensation  to any such  intermediary  retained by such Purchaser and the fees
and expenses of defending against such liability or alleged liability.

                      3.16 Survival. The foregoing  representations,  warranties
and agreements shall survive the execution of this Agreement.

                  4.  Piggyback Registration.

                      4.1 Registration  Rights. If, at any time commencing after
the date hereof,  the Company  proposes to register any of its securities  under
the  Securities  Act  (other  than  pursuant  to Form S-8,  S-4 or a  comparable
registration statement) it will give written notice by registered mail, at least
thirty (30) days prior to the filing of each such registration statement, to the
Purchasers  of its  intention  to do so. If any of the  Purchasers  notifies the
Company  within  twenty (20) days after receipt of any such notice of its desire
to include any of the Conversion Shares in such proposed registration statement,
the  Company  shall  afford  such  Purchaser  the  opportunity  to have any such
Conversion Shares (referred to in this Section 4 as the "Securities") registered
under such registration statement.

                  Notwithstanding  the  provisions  of  this  Section  4.1,  the
Company  shall  have the right at any time  after it shall  have  given  written
notice pursuant to this Section 4.1  (irrespective  of whether a written request
for inclusion of any such Securities  shall have been made) to elect not to file
any such  proposed  registration  statement,  or to withdraw  the same after the
filing but prior to the effective date thereof.

                      4.2 Provisions With Respect to Registration. In connection
with any registration under Section 4.1 hereof,  the following  provisions shall
apply:

                          (a) The Company (i) shall use its best efforts to file
a registration  statement  within sixty (60) days of receipt of any request by a
Purchaser  to have its  Securities  included  therein,  (ii)  shall use its best
efforts to have such registration  statement  declared effective at the earliest
possible time, and (iii) shall furnish to each Purchaser  whose  Securities have
been  included  in  such  registration  statement  (each  a  "Participant"  and,
collectively,   the  "Participants")   such  number  of  prospectuses  as  shall
reasonably be requested.

                          (b) The  Company  shall pay all costs  (excluding  any
underwriting or selling commissions or other charges of any broker-dealer acting
on  behalf  of  a  Participant),  fees  and  expenses  in  connection  with  all
registration  statements  filed pursuant to this Section 4,  including,  without
limitation,  the Company's legal and accounting fees, printing expenses and blue
sky fees and expenses.


                                       -7-



                          (c) The Company will take all  necessary  action which
may be  required in  qualifying  or  registering  the  Securities  included in a
registration  statement  for offering and sale under the  securities or blue sky
laws of such states as reasonably  are requested by the  Participants,  provided
that the  Company  shall not be  obligated  to (i)  execute or file any  general
consent to service  of  process,  (ii)  qualify as a foreign  corporation  to do
business  under the laws of any such  jurisdiction  or (iii)  subject  itself to
taxation in such jurisdiction.

                          (d) The Company shall  indemnify each  Participant and
each person, if any, who controls such Participant within the meaning of Section
15 of the  Securities  Act or Section  20(a) of the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"), against all loss, claim, damage,  expense
or liability  (including  all  expenses  reasonably  incurred in  investigating,
preparing or defending  against any claim  whatsoever)  to which any of them may
become subject under the Securities Act, the Exchange Act or otherwise,  arising
from such registration  statement (excluding any loss, claim, damage, expense or
liability arising from information  furnished in writing by or on behalf of such
Participant,  or its  successors  or assigns,  for  specific  inclusion  in such
registration statement).

                          (e) Each  Participant  and its successors and assigns,
shall indemnify the Company, its officers and directors and each person, if any,
who controls the Company  within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense
or liability  (including  all  expenses  reasonably  incurred in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Securities Act, the Exchange Act or otherwise,  arising solely
from the inclusion in such  registration  statement of information  furnished in
writing  by or on behalf of such  Participant,  or its  successors  or  assigns,
specifically  for  use  in  such  registration  statement;  provided  that  each
Participant's  liability hereunder shall not exceed the net proceeds of the sale
of Securities by such Participant pursuant to such registration statement.

                          (f)  Nothing  contained  in this  Agreement  shall  be
construed  as  requiring a Purchaser  to convert its Shares prior to the initial
filing of any registration statement or the effectiveness thereof.

                          (g) In the case of an underwritten  offering  pursuant
to Section  4.1,  if the  managing  underwriter  with  respect to such  offering
requests in writing that the number of the Company's securities to be offered by
selling security holders in the registration be reduced because, in the judgment
of the managing  underwriter,  the proposed  offering  would be  materially  and
adversely affected,  then such securities shall be reduced by such amount as the
managing  underwriter  may  determine  in  writing so as to not  materially  and
adversely affect the proposed offering, which reduced number of securities shall
be  included  in the  offering,  selected,  first,  from any persons or entities
participating in such offering pursuant to demand registration rights and, next,
to the extent available,  among the other selling security holders participating
in such offering, as


                                       -8-



nearly as  possible  pro  rata,  on the  basis of the  number  of the  Company's
securities so requested by each holder thereof to be included therein.

                          (h) Each  Participant,  if, as and when its Securities
are covered by a registration statement filed pursuant to this Section 4, agrees
if and to the extent  requested by the managing  underwriter,  in the case of an
underwritten sale of its Securities (to the extent timely notified in writing by
the  Company or the  managing  underwriter),  not to effect  any public  sale or
distribution  of  its  Securities  included  in  such  registration   statement,
including a sale  pursuant to Rule 144 (or any similar rule then in force) under
the Act,  except as part of such  underwritten  registration,  during the 30-day
period prior to, and a period of up to 180 days (as  determined  by the managing
underwriter)  beginning on, the effective date of any  underwritten  sale of its
Securities made pursuant to such registration statement.

                  5. Consent.  Each Purchaser hereby consents to the increase of
the authorized  shares for issuance of the Series D Preferred  Stock,  par value
$.01 from 100,000  shares to 150,000  shares,  provided  that, a majority of the
Board of  Directors  of the  Company at such  later  date  deems  such  increase
necessary  in the  Board  of  Directors'  business  judgment  and the  Board  of
Directors approves such increase.

                  6. General Provisions.

                     6.1 Entire Agreement;  Amendment and Waiver. This Agreement
constitutes the entire agreement  between the parties hereto with respect to the
subject  matter  contained  herein  and  supersedes  all prior  oral or  written
agreements,  if any,  between the parties  hereto with  respect to such  subject
matter and, except as otherwise  expressly  provided herein,  is not intended to
confer upon any other person any rights or remedies  hereunder.  Any  amendments
hereto or  modifications  hereof must be made in writing and executed by each of
the parties hereto.  Any failure by the Company or the Purchasers to enforce any
rights hereunder shall not be deemed a waiver of such rights.

                     6.2 Notices. Unless otherwise provided, any notice required
or permitted  under this Agreement shall be given in writing and shall be deemed
effectively given (i) upon personal  delivery to the party to be notified,  (ii)
four (4) days after deposit with the United States Post Office, by registered or
certified mail, postage prepaid, or (iii) one day after deposit with a reputable
overnight  courier  service  and  addressed  to the party to be  notified at the
address  indicated for such party on the signature page hereof, or at such other
address as such party may designate by ten (10) days' advance  written notice to
the other  parties,  with a copy  (which  shall not  constitute  notice) for the
Company to Olshan Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue,  New
York, New York 10022-1170, Attention: Steve Wolosky, Esq.

                     6.3 Governing Law. This Agreement shall be governed by, and
construed in accordance  with,  the laws of the State of New York without giving
effect to conflict of laws principles.


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                     6.4 Binding  Effect;  Assignment.  This  Agreement  and the
various rights and obligations  arising  hereunder shall inure to the benefit of
and be binding upon the Company and the Purchasers and each of their  respective
successors and assigns.  Neither this Agreement nor any of the rights, interests
or obligations  hereunder  shall be transferred or assigned (by operation of law
or otherwise) by any of the parties hereto without the prior written  consent of
the other  parties  hereto.  Any  transfer or  assignment  of any of the rights,
interests  or  obligations  hereunder  in violation of the terms hereof shall be
void and of no force or effect.

                     6.5 Expenses. All costs and expenses incurred in connection
with this Agreement and the  transactions  contemplated  hereby shall be paid by
the party incurring such costs and expenses.

                     6.6  Headings.  The headings or captions  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

                     6.7 Pronouns.  Whenever the pronouns "it" or "its" are used
herein,  they  shall  also be  deemed  to mean  "he" or "his" or "she" or "hers"
whenever applicable. Words in the singular shall be read and construed as though
in the plural and words in the plural  shall be read and  construed as though in
the singular in all cases where they would so apply.

                     6.8  Severability.  If any term or other  provision of this
Agreement is invalid,  illegal or  incapable of being  enforced by virtue of any
rule of law, or public  policy,  all other  conditions  and  provisions  of this
Agreement  shall  nevertheless  remain in full  force and  effect so long as the
economic  or legal  substance  of the  transactions  contemplated  hereby is not
affected in any manner adverse to any party.  Upon such  determination  that any
term or other provision is invalid,  illegal or incapable of being enforced, the
parties  hereto shall  negotiate in good faith to modify this Agreement so as to
effect  the  original  intent  of the  parties  as  closely  as  possible  in an
acceptable  manner  to the end that the  transactions  contemplated  hereby  are
fulfilled to the maximum extent possible.

                     6.9 Information  Confidential.  Each Purchaser acknowledges
that the information  received by it pursuant hereto may be confidential  and is
for such  Purchaser's use only. Such Purchaser  agrees that it will not use such
information  in  violation  of the  Exchange  Act,  or  reproduce,  disclose  or
disseminate  such  information to any other person , unless the Company has made
such information available to the public generally.

                     6.10 Counterparts. This Agreement may be executed in one or
more counterparts,  each of which shall be deemed an original,  but all of which
taken together shall constitute one and the same instrument.

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                                      -10-



                  [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]


                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.

                                   COMPANY:

                                   DELICIOUS BRANDS, INC.


                                   By:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                      Address:


                                   PURCHASERS:


                                   ---------------------------------------------
                                       Name:

                                       Address:


                                   ---------------------------------------------
                                       Name:

                                       Address:


                                      -11-