PROMISSORY NOTE

Principal Amount:                                               Effective as of:

US $ 187,086.00                                                 January 31, 2006

Amount; Interest    FOR VALUE RECEIVED, Brooklyn Cheesecake & Desserts Company,
Rate                Inc., a corporation organized and existing under the laws of
                    New York, with offices at 20 Passaic Avenue, Fairfield, New
                    Jersey 07004 (the "Obligor"), promises to pay to the order
                    of Anthony Merante, residing at 46 Davenport Road, Yonkers,
                    New York 10710 (the "Payee"), the principal sum of one
                    hundred, eighty-seven thousand and eighty-six United States
                    Dollars (US$187,086.00), and interest on the outstanding
                    principal balance from the date hereof at the rate of
                    thirteen percent (13%) per annum.

Payment Schedule    This note shall be payable upon demand of lender.

Default             If any of the following events shall occur, the outstanding
                    principal balance of this note together with accrued
                    interest thereon shall, on demand by the Payee of this note,
                    be due and payable: any amount owing under this note is not
                    paid when due; a default under any other provision of this
                    note or under any guarantee or other agreement providing
                    security for the payment of this note; a breach of any
                    representation or warranty under this note or under any such
                    guarantee or security agreement; the liquidation,
                    dissolution, death, or incompetency of the Obligor or any
                    individual, corporation, partnership, or other entity
                    guaranteeing or providing security for the payment of this
                    note; a sale of a material or substantial portion of the
                    business and assets of the Obligor or any corporation,
                    partnership, or other entity guaranteeing or providing
                    security for the payment of this note; a merger,
                    consolidation, or acquisition of the Obligor or any
                    corporation, partnership, or other entity guaranteeing or
                    providing security for the payment of this note; a change in
                    ownership of the Obligor or any corporation, partnership, or

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                    other entity guaranteeing or providing security for the
                    payment of this note wherein 50% ownership of all classes of
                    shares or interests of the Obligor or any corporation,
                    partnership, or other entity guaranteeing or providing
                    security for the payment of this note is held by any group
                    of business entities or individuals, which in combination
                    with each other number six (6) or fewer; a change in control
                    of the Obligor or any corporation, partnership, or other
                    entity guaranteeing or providing security for the payment of
                    this note wherein 50% control of the voting rights of all
                    classes of shares or interests of the Obligor or any
                    corporation, partnership, or other entity guaranteeing or
                    providing security for the payment of this note is held by
                    any group of business entities or individuals, which in
                    combination with each other number six (6) or fewer; a
                    change in the membership of the Board of Directors,
                    partners, or members of the Obligor or any corporation,
                    partnership, or other entity guaranteeing or providing
                    security for the payment of this note wherein any current
                    Board Members duly serving on the Board of Directors,
                    partners, or members as of the date of this Agreement no
                    longer comprise two thirds (?) of the entire Board of
                    Directors, partnership, or membership of the Obligor or any
                    corporation, partnership, or other entity guaranteeing or
                    providing security for the payment of this note; the filing
                    of a petition under any bankruptcy, insolvency, or similar
                    law by the Obligor or by any individual, corporation,
                    partnership, or other entity guaranteeing or providing
                    security for the payment of this note; the making of any
                    assignment for the benefit of creditors by the Obligor or by
                    any individual, corporation, partnership, or other entity
                    guaranteeing or providing security for the payment of this
                    note; the filing of a petition under any bankruptcy,
                    insolvency, or similar law against the Obligor or against
                    any individual, corporation, partnership, or other entity
                    guaranteeing or providing security for the payment of this
                    note and such petition not being dismissed within a period
                    of thirty (30) days of the filing; the termination or
                    discontinuance of employment, for any reason whatsoever,
                    between the Payee of this note and the Obligor.

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Default             Interest The outstanding balance of any amount owing under
                    this note which is not paid when due shall bear interest at
                    the rate of thirteen percent (13%) per annum.

Usury Clause        Notwithstanding any other provision of this note, interest
                    under this note shall not exceed the maximum rate permitted
                    by law; and if any amount is paid under this note as
                    interest in excess of such maximum rate, then the amount so
                    paid will not constitute interest but will constitute a
                    prepayment on account of the principal amount of this note.
                    If at any time the interest rate under this note would, but
                    for the provision of the preceding sentence, exceed the
                    maximum rate permitted by law, then the outstanding
                    principal balance of this note shall, on demand by the Payee
                    of this note, become and be due and payable.

Where to Make       All payments of principal and interest shall be made in
Payments            lawful currency of the United States of America by certified
                    check made payable to Anthony Merante and delivered before
                    11:00 a.m. Eastern Standard or Eastern Daylight time
                    (whichever is then in effect) on the due date thereof at 46
                    Davenport Road, Yonkers, New York 10710, or in such other
                    manner or at such other place as the Payee of this note
                    designates in writing.

Tax Gross Up        All payments under this note shall be made without defense,
                    set-off or counterclaim, free and clear of and without
                    deduction for any taxes of any nature now or hereafter
                    imposed. Should any such payment be subject to any tax, the
                    Obligor shall pay to the Payee of this note such additional
                    amounts as may be necessary to enable the Payee to receive a
                    net amount equal to the full amount payable hereunder. As
                    used in this paragraph, the term "tax" means any tax, levy,
                    impost, duty, charge, fee, deduction, withholding, turnover
                    tax, stamp tax and any restriction or condition resulting in
                    a charge imposed in any jurisdiction upon the payment or
                    receipt of any amount under this note.

Expenses            The Obligor agrees to pay on demand (i) all expenses
                    (including, without limitation, legal fees and
                    disbursements) incurred in connection with the negotiation
                    and preparation of this note and any documents in connection
                    with this note, and (ii) all expenses of collecting and
                    enforcing this note and any guarantee or collateral securing
                    this note, including, without limitation, expenses, and fees
                    of legal counsel, court costs, and the cost of appellate
                    proceedings.

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Governing Law       This note and the obligations of the Obligor shall be
                    governed by and construed in accordance with the laws of the
                    State of New York, except that no choice of law doctrine
                    shall be used to apply the laws of another jurisdiction. For
                    purposes of any proceeding involving this note or any of the
                    obligations of the Obligor, the Obligor hereby submits to
                    the non-exclusive jurisdiction of the courts of the State of
                    New York and of the United States having jurisdiction in the
                    County of New York, State of New York, and agrees not to
                    raise and waives any objection to or defense based upon the
                    venue of any such court and any objection or defense based
                    upon forum non conveniens. The Obligor agrees not to bring
                    any action or other proceeding with respect to this note or
                    with respect to any of its obligations in any other court
                    unless such courts of the State of New York and of the
                    United States determine that they do not have jurisdiction
                    in the matter.

Waiver of           The Obligor waives presentment for payment, demand, protest
Presentment, Etc.   and notice of protest and of non-payment.

Delay; Waiver       The failure or delay by the Payee of this note in exercising
                    any of its rights hereunder in any instance shall not
                    constitute a waiver thereof in that or any other instance.
                    The Payee of this note may not waive any of its rights
                    except by an instrument in writing signed by the Payee.

Prepayment          The Obligor may prepay all or any portion of the principal
                    of this note at any time and from time to time without
                    premium or penalty. Any such prepayment shall be applied
                    against the installments of principal due under this note in
                    the inverse order of their maturity and shall be accompanied
                    by payment of accrued interest on the amount prepaid to the
                    date of prepayment.

Rights and          The rights and remedies provided in this note are cumulative
Remedies            and not exclusive of any rights or remedies provided by law
                    or by any other agreement. The Payee will not be required to
                    resort to or pursue any of its rights or remedies under or
                    with respect to any other note, agreement, or with respect
                    to any other collateral, guarantee, or other security before
                    pursuing any of its rights or remedies under this note. The
                    Payee may pursue its rights and remedies in such order as it
                    determines.

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Amendment           This note may not be amended without the written approval of
                    the Payee.

Section Headings    Section headings are for purposes of convenience only and
                    shall have no bearing on the interpretation of any provision
                    in this note.

Severability        If any provision of this note or the application of any such
                    provision to any person or circumstance is held invalid, the
                    remainder of this note, and the application of such
                    provision other than to the extent it is held invalid, shall
                    not be invalidated or affected thereby.

Entire Note         This note constitutes the entire note and supersedes any and
                    all prior agreements or understandings, whether written or
                    oral. There are no restrictions, promises, representations,
                    warranties, covenants, or undertakings, other than those
                    expressly set forth or referred to herein.

Pronouns            All pronouns and any variation thereof shall be deemed to
                    refer to the masculine, feminine, or neuter, singular or
                    plural, as the identity of the person or persons may
                    require.

Rules of            Each of the parties hereto has reviewed this note and agrees
Construction        that the normal rule of construction that any ambiguity or
                    uncertainty in a writing be interpreted against the party
                    drafting the writing shall not apply in any action or
                    proceeding involving this note.

Successors          This note shall be binding upon and inure to the benefit of
                    permitted successors and assigns, heirs, executors, and
                    administrators of the respective parties. Neither the
                    Obligor nor the Payee may, without the other's prior written
                    consent, transfer or assign any rights or obligations under
                    this note.

Acknowledgment      The parties hereto acknowledge that they have read and
                    understand this note and agree to be bound by its terms and
                    conditions.

Execution           This note may be executed in counterparts, and as so
                    executed shall constitute one note binding on the parties.

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                                         OBLIGOR

                                         Brooklyn Cheesecake & Desserts Co. Inc.
                                         /s/ Ronald L. Schutte
                                         Title: Chief Executive Officer

CONFIRMATION

IN WITNESS WHEREOF, on behalf of and upon due authorization from the Board of
Directors of Brooklyn Cheesecake & Desserts Company, Inc., and after disclosure
by Anthony Merante, that he is an interested director, the director below has
read, understands, and confirms this Agreement as of the date first written
above.

/s/ Liborio Borsellino

Title: Director

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