EXHIBIT 10 (ad)
<PAGE>

                                    AGREEMENT

This agreement ("Agreement"), effective as of December 31 1997, by and between:

            SARATOGA BRANDS INC., ("SARATOGA") a New York Corporation with
                  offices
            at 1835 Swarthmore Avenue, Lakewood, New Jersey 08701

            Angelo M. Dominioni, Valerie A. Dominioni and Silvana L. Dominioni
            residing at 45 Mizzen Road, Brick, New Jersey 08723

            Robert J. Castellano residing at 584 Princess Court, Toms River, New
            Jersey 08753

            CUCINA CLASSICA ITALIANA, SpA ("SPA") a corporation organized under
            the laws of the British Virgin Islands, with offices located at P.O.
            Box 146 Road Town,Tortola, BVI

      WHEREAS, Angelo M. Dominioni, Valerie A. Dominioni, Silvana L. Dominioni,
and Robert J. Castellano, (the "INDIVIDUALS") desire to assign each of their
rights against Cucina Classica Italiana, SpA ("SPA"), pursuant to the Stock
Purchase Agreement ("SPA AGREEMENT") for the purchase of Cucina Classica
Italiana, Inc. and subsidiaries ("CCI"), between the INDIVIDUALS and SPA, to
SARATOGA in accordance with the terms and conditions hereinafter set forth;

      WHEREAS, the INDIVIDUALS wish to settle any and all claims against
Saratoga Brands Inc; each of its past and present officers, shareholders,
Directors, agents, attorneys, employees, investors, lenders, predecessors,
successors, assigns, parent corporations, subsidiary corporations, affiliates,
representatives, devisees, legatees, trustees, and their estates;

      WHEREAS, SARATOGA wishes to settle any and all claims against the
INDIVIDUALS; each of their past and present agents, attorneys, employees,
lenders, predecessors, successors, assigns, representatives, devisees, legatees,
trustees, and their estates;

1. Terms of Assignment. Subject to the terms and conditions of this Agreement:

      (i)   The INDIVIDUALS shall sell, assign, transfer and convey to SARATOGA
            all of their rights, both jointly and individually, under the SPA
            AGREEMENT.

      (ii)  SARATOGA shall deliver to the INDIVIDUALS, or their designees, upon
            execution of this Agreement, certificates representing 224,000
            shares of SARATOGA's common stock, bearing a standard restrictive
            legend in 
<PAGE>

            accordance with all applicable securities laws, to be issued in
            accordance with Exhibit A attached hereto.

      (i)   SPA for good and valuable consideration hereby releases any and all
            claims, including, but not limited to those relating to the SPA
            Agreement, pledge agreements, or any other agreement related to CCI,
            against Saratoga Brands Inc; each of their past and present
            officers, shareholders, Directors, agents, attorneys, employees,
            investors, lenders, predecessors, successors, assigns, parent
            corporations, subsidiary corporations, affiliates, representatives,
            devisees, legatees, trustees, and their estates.

2. Terms of Release. Subject to the terms and conditions of this Agreement:

      (ii)  SARATOGA agrees to pay the sum of $10,609.34 to Angelo M. Dominioni
            on the 15 of each month beginning on the 15th of January, 1998 and
            continuing for a total of 18 months ending with the payment on June
            15, 1999.

      (iii) SARATOGA releases any and all claims against the INDIVIDUALS; each
            of their past and present agents, attorneys, employees, lenders,
            predecessors, successors, assigns, representatives, devisees,
            legatees, trustees, and their estates.

      (iv)  the INDIVIDUALS release any and all claims, including, but not
            limited to those relating to the SPA Agreement, employment
            agreements, or pledge agreements, against Saratoga Brands Inc; each
            of their past and present officers, shareholders, Directors, agents,
            attorneys, employees, investors, lenders, predecessors, successors,
            assigns, parent corporations, subsidiary corporations, affiliates,
            representatives, devisees, legatees, trustees, and their estates.

3.    Health Insurance. SARATOGA shall maintain health insurance for Valerie A.
      Dominioni, her spouse, and eligible dependents for a period ending no
      sooner than June 30, 1999.

4. Release of Pledged CCI Shares. Each of the INDIVIDUALS and SPA by copy of
this agreement hereby instruct the escrow agent to release 100% of CCI's issued
and outstanding common stock (the "CCI Shares") to SARATOGA.

5. Addresses for Notices, Etc. All notices, requests, demands, directions and
other communications provided for hereunder shall be sufficient if delivered
personally (including by Federal express or other recognized courier for which
receipt is given) or if mailed by certified mail, return receipt requested, to
the applicable party at its address indicated below:

            If to SARATOGA:
            Saratoga Brands Inc.
            1835 Swarthmore Avenue
<PAGE>

            Lakewood, New Jersey  08701
            Attention:  Scott G. Halperin, Chairman and Chief Executive Officer

            If to INDIVIDUALS:
            Angelo M. Dominioni
            45 Mizzen  Road
            Brick, New Jersey  08723,    and

            Robert J. Castellano
            584 Princess Court
            Toms River, New Jersey  08753

            If to SPA:
            Cucina Classica Italiana, SpA
            P.O. Box 146 Road Town,
            Tortola, BVI

or, as to either party, at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this Section. All notices, requests, demands directions and other
communications shall (if delivered personally) be effective when delivered or
(if mailed) two days after having been deposited in the United States mail,
addressed as aforesaid.

6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New Jersey (without giving
effect to principles if conflicts law).

7. Entire Agreement. This Agreement sets forth the entire agreement between
SARATOGA, SPA, and the INDIVIDUALS and supersedes all prior agreements, written
or oral with respect to the subject matter of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

SARATOGA BRANDS INC.                        ATTEST:


---------------------------                 --------------------------------
Scott G. Halperin, Chairman                 Bernard F. Lillis, Jr. Secretary


---------------------------                 --------------------------------
Angelo M. Domionini                         Valerie A. Dominioni


---------------------------                 --------------------------------
Silvana L. Dominioni                        Robert J. Castellano
<PAGE>

CUCINA CLASSICA ITALIANA, SpA

---------------------------

                                    EXHIBIT A

    Angelo M. Dominioni              44.44%            99,546 shares

    Valerie A. Dominioni             33.33%            74,659 shares

    Silvana L. Dominioni             11.11%            24,886 shares

    Robert J. Castellano             11.12%            24,909 shares