EXHIBIT 10.29


LOAN AND SECURITY AGREEMENT

LOAN AND SECURITY  AGREEMENT  (the  "Agreement"),  dated  October 9, 2003,  (the
"Effective   Date")  by  CREATIVE   BAKERIES,   INC.,  a  New  York  corporation
("Creative")  and J.M.  SPECIALTIES,  INC.,  A NEW  JERSEY  CORPORATION  ("JMS")
(Creative  and  JMS  are  collectively  referred  to as  the  "Borrowers"),  and
Fairfield Gourmet Food Corp. ("Lender"), a New Jersey corporation.

                              W I T N E S S E T H:

            WHEREAS, pursuant to this Agreement, the Lender has agreed to make a
loan to the  Borrowers  upon the terms and subject to the  conditions  set forth
herein;

            WHEREAS, Borrowers executed certain Secured Promissory Note in favor
of  Lender,  dated  October 9, 2003 (the  "Note"),  in the  principal  amount of
$250,000; and

            WHEREAS,  it is a condition to the  obligation of the Lender to make
the loan to the Borrowers under the Note, that the Borrowers shall have executed
and delivered this Agreement to the Lender.

            NOW THEREFORE,  in  consideration  of the premises and to induce the
Lender to accept the Note, and to make the loan to the Borrowers,  the Borrowers
hereby agree with the Lender as follows:

                                    ARTICLE I
                                    THE LOAN

         1.1.  The  Loan.  Subject  to  the  terms  and  conditions  hereinafter
provided,  Lender shall lend to Borrowers Two Hundred Fifty Thousand  ($250,000)
Dollars (the "Loan"), for the purposes indicated below :

                The Loan shall be used only for Borrowers operating requirements
and for no other  purpose  including  but not  limited  to  payment  of debt not
incurred in ordinary course of Borrowers' business.

         1.2. The Note. The Loan shall be evidenced by the Note substantially in
the form  attached  hereto as Exhibit  1.2,  which Note shall be executed by the
Borrowers as of the Effective  Date.  Every term  contained in the Note shall be
deemed incorporated into this Agreement. To the extent any provision of the Note
shall be  deemed  to be  inconsistent  with the  provisions  of this  Agreement,
however, the provisions of this Agreement shall control.

         1.3.   Interest

                1.3.1.  The  outstanding  principal  balance of the Loan and any
other  obligations  arising under this Agreement shall bear interest at the rate
of Thirteen  percent (13%) per annum.  Any unpaid interest shall be added to the
outstanding principal balance of the Loan and shall bear interest as well.

                1.3.2. Interest on the Loan shall be payable by the Borrowers to
the Lender on December  31, 2003,  March 31, 2004,  June 30, 2004 and August 31,
2004.

                1.3.3.  The  "Interest  Rate  Factor"  shall  be  calculated  by
dividing the annual  interest rate of 13% by 360 days and then  multiplying  the
resulting  quotient by the Number of Elapsed Days.  The "Number of Elapsed Days"
for the Interest due on December 31, 2003,  shall be determined by the number of
days from the date of this  Agreement up until and including  December 31, 2003.
For  Interest due on March 31, 2004,  June 30,  2004,  and August 31, 2004,  the
"Number of Elapsed Days" shall be determined  respectively by the number of days
from  the last  day of the  previous  quarter  (excluding  such  last day of the
previous  quarter),  up until and  including  the date upon  which the  Interest
Payment is due.


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<PAGE>

                1.3.4.  The "Interest"  shall be calculated by  multiplying  the
applicable Interest Rate Factor by the outstanding principal balance of the Loan
as of  the  date  each  Interest  payment  is  due,  unless  there  has  been  a
modification  of the  principal  balance  during  such  period,  in which  event
interest will be calculated based on outstanding balances from time to time.

                1.3.3.  Borrowers shall pay interest on any overdue  installment
of principal and/or interest for the period for which such payment is overdue at
the rate of eighteen percent (18%) per annum.  Nothing contained herein shall be
deemed to require  the  payment of  interest  at a rate in excess of the maximum
rate  permitted by applicable  law. In the event that the amount  required to be
paid  hereunder for any period  exceeds the maximum rate  permitted by law, such
amounts  shall be  automatically  reduced for such  period to the  maximum  rate
permitted by applicable law.

                1.3.4.  The  Borrowers  shall  compensate  the Lender,  upon the
Lender's  delivery of a written demand  therefore to the Borrowers (which demand
shall,  absent  manifest  error, be final and conclusive and binding upon all of
the parties hereto) for all reasonable losses, expenses and liabilities that the
Lender sustains as a consequence of any default by the Borrowers in repaying the
Loan or any other  amounts  owing  hereunder  when required by the terms of this
Agreement.

                1.3.5.  In addition to interest  Borrowers shall pay to Lender a
fee of  one-percent  (1%) of the  Loan,  (Two  Thousand  Five  Hundred  [$2,500]
Dollars), in consideration for Lender making the Loan to Borrowers.

         1.4.  Repayment  of  Principal.  Except as  otherwise  provided in this
Agreement,  repayment of  principal  shall be due and payable in one lump sum on
August 31, 2004 (the "Due Date").

         1.5. Prepayment. The Borrowers may prepay up to Sixty Two Thousand Five
Hundred  ($62,500)  Dollars  in  principal  on each  date that  interest  is due
pursuant to this  Agreement,  without  penalty or premium in which case any such
prepayments shall be deducted from the outstanding principal balance of the Loan
for any Interest  payments due thereafter.  Borrowers may also prepay all of the
principal  of the  Loan at any  time  provided  such  prepayment  shall  include
interest  calculated to the date of  prepayment  plus fifty (50%) percent of the
interest that would have been earned had the Loan not been prepaid from the date
of such  prepayment  to the Due Date (the "Yield  Maintenance  Payment").  It is
acknowledged that the Yield Maintenance Payment is intended to compensate Lender
for utilizing its credit in order to make the Loan to Borrowers and is not to be
deemed additional interest for any purpose.  The Yield Maintenance Payment shall
also be due in the event of a prepayment as a result of acceleration of the Loan
as a result of an Event of Default (See Section 1.6).

         1.6.  Acceleration.   Notwithstanding  the  other  provisions  of  this
Agreement,  immediately  upon the occurrence of any Event of Default (as defined
in Section 5.1) and during any continuance  thereof,  the Lender may declare the
Loan, all interest  thereon and all other amounts and obligations  payable to be
forthwith due and payable to the Lender or may take any other action as provided
in Section 5.2 and 5.3 of this Agreement.

         1.7.  Payment  Procedures.  All payments  made by Borrowers  under this
Agreement shall be made to the Lender at its office at the address  indicated in
Section  7.3 and shall be made in U.S.  dollars.  All  payments  received by the
Lender shall be applied  first to fees and  expenses  (if any),  then to accrued
interest,  then to the Yield Maintenance Payment and lastly, to unpaid principal
in accordance  with the terms of this  Agreement.  To the extent not  previously
repaid,  all principal and interest  outstanding  with respect to the Loan, plus
any accrued but unpaid expenses and fees or other obligations arising under this
Agreement, shall be due and payable in full on the "Due Date."


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<PAGE>

                                   ARTICLE II
                                   COLLATERAL

         2.1. Collateral.  Borrowers hereby pledge,  assign and grant to Lender,
as  security  for the  performance  of this  Agreement,  the Note and any  other
documents  executed  in  connection  herewith  (the "Loan  Documents"),  and the
repayment  of  the  Loan  and  for  all  other  indebtedness,   liabilities  and
obligations  of Borrowers  (primary,  secondary,  direct,  contingent,  related,
unrelated,  sole,  joint or several) due or to become due to Lender or which may
be contracted for or acquired hereafter  (collectively,  the  "Obligations"),  a
security  interest under the Uniform  Commercial Code in effect in the States of
New  Jersey  and  New  York in all  Accounts,  Inventory,  General  Intangibles,
(including  but not  limited  to trade  names,  brand  names  (such as  Brooklyn
Cheesecake), recipes and customer lists), Chattel Paper, Instruments,  Documents
and  Equipment  (whether or not  constituting  fixtures) and any other asset now
owned or hereafter  acquired by  Borrowers,  together with all cash and non-cash
proceeds,  products,   distributions,   additions,  accessions,   substitutions,
exchanges and replacements thereof, (collectively, the "Collateral").

         2.2.  Further  Assurances.  Borrowers  shall from time to time promptly
take all actions (and execute, deliver and record all instruments and documents)
necessary or  reasonably  appropriate  or  requested  by Lender,  to perfect and
protect any security  interest  granted or purported to be granted  hereby or to
enable  Lender to exercise  and enforce its rights and remedies  hereunder  with
respect to any of the Collateral.

         2.3.  Attorney-In-Fact.  Borrowers hereby irrevocably appoint Lender as
its attorney-in-fact,  in the name of Borrowers or otherwise,  from time to time
in Lender's  discretion  and at  Borrowers'  expense,  to take any action and to
execute,  deliver and record any  instruments or documents which Lender may deem
necessary or  advisable  in order to perfect and protect any  security  interest
granted or  purported to be granted  hereby or to enable  Lender to exercise and
enforce its rights and remedies  hereunder with respect to any of the Collateral
including,  without limitation,  financing or continuation  statements under the
Uniform  Commercial  Code,  and  amendments  thereto.  Lender  shall not, in its
capacity as such attorney-in-fact,  be liable for any acts or omissions, nor for
any error of judgment or mistake of fact or law,  but only for gross  negligence
or willful  misconduct.  All  authorizations  and agencies herein contained with
respect to the collateral are irrevocable powers coupled with an interest.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     Borrowers hereby make the following  representations and warranties,  which
shall be  continuing  in nature and  remain in full  force and effect  until the
Obligations are satisfied in full:

         3.1.  Existence  and  Power.  Creative  and JMS are  corporations  duly
organized,  validly existing and in good standing in all material respects under
the laws of the jurisdiction of their  respective  incorporation or organization
and have all  requisite  power and authority to own and operate their assets and
to conduct  their  business  as now or  proposed  to be carried on, and are duly
qualified,  licensed  and in good  standing to do business in all  jurisdictions
where their ownership of property or the nature of their business  requires such
qualification  or  licensing.  Borrowers  have the full power and  authority  to
execute, deliver and perform this Agreement, the Note, financing statements, and
all other agreements, instruments, and documents evidencing or securing the Loan
(collectively as "Loan Documents").

         3.2.  Authorization  and  Enforceability.   Borrowers  have  been  duly
authorized to execute, deliver and perform the Loan Documents by all appropriate
action of their  respective  Boards of Directors or otherwise as may be required
by law,  charter or other  organizational  documents or agreements.  Each of the
Loan  Documents,  when executed and delivered by Borrowers,  will constitute the
legal, valid and binding obligation of Borrowers, enforceable in accordance with
their respective terms.


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<PAGE>

         3.3.  No  Defaults  or  Violations.  There  does not exist any Event of
Default  (as that term is defined in Section  5.1) under this  Agreement  or any
material  default  or  violation  by  Borrowers  of or under  any of the  terms,
conditions or  obligations  of: (a) Creative and JMS articles or  certificate of
incorporation,  regulations  or  bylaws  or other  organizational  documents  as
applicable;  (b) any  indenture,  mortgage,  deed of trust,  franchise,  permit,
contract,  agreement,  or other instrument to which Creative and JMS are a party
or by  which  they or any of  their  properties  may be  bound;  or (c) any law,
regulation,  ruling, order,  injunction,  decree, condition or other requirement
applicable  to or imposed  upon  Borrowers  by any law,  or by the action of any
court or other governmental authority or agency; and the execution, delivery and
performance  of the Loan  Documents  will not  result  in any  such  default  or
violation, nor are any approvals, authorizations, licenses, waivers or consents,
governmental (foreign,  federal, state or local) or non-governmental,  under the
terms of contracts or otherwise,  required to be obtained by Borrowers by reason
of or in connection with their execution, delivery and performance of any of the
Loan Documents.  Notwithstanding anything else to the contrary contained in this
Agreement or any Loan Document, Lender acknowledges that Borrowers have informed
Lender  that (i)  Borrowers  may be in default of their  lease and that they are
proceeding in good faith to renegotiate a new lease or amendments to the present
lease with its landlord,  (ii) Borrowers pay their  creditors on a 90 day basis,
and (iii) Creative is in default of a certain warrant for the issuance of shares
of stock of Creative.  The existence of items (i),  (ii),  and (iii) above shall
not constitute a breach or an Event of Default with respect to this Agreement or
any of the Loan  Documents,  but anything  resulting from the existence of these
items,  including but not limited to the institution of litigation by Borrower's
landlord,  a creditor or the beneficiary of the warrant may constitute a default
under this Agreement if provided for by Article V hereof.

         3.4.  Financial  Statements.  Borrowers  have delivered or caused to be
delivered  to Lender  their most recent  balance  sheet,  income  statement  and
statement of cash flows as of June 30, 2003 (the  "Financial  Statements").  The
Financial  Statements are true,  accurate and complete in all material  respects
and  fairly  present  the  financial  condition,  cash flow and the  results  of
Borrowers'  operations  as of the  respective  dates thereof and for the periods
therein  referred  to, all in  accordance  with  generally  accepted  accounting
principles  in effect  from time to time  ("GAAP"),  consistently  applied  from
period to period  subject in the case of interim  statements to normal  year-end
adjustments and excluding  disclosures  normally required by GAPP.  Borrowers do
not have any  liabilities or  obligations  of any nature  (whether or not of the
nature  required to be reflected in a balance sheet prepared in accordance  with
GAAP) that are not reflected on the  Financial  Statements  (including,  without
limitation,  any liabilities relating to environmental,  occupational and health
matters or ERISA)  except for current  liabilities  (within the meaning of GAAP)
which  have been  incurred  since the date  thereof  in the  ordinary  course of
business and consistent in nature and amount with Borrowers'  operating history.
Notwithstanding anything else to the contrary contained in this Agreement or any
Loan  Document,  Lender  acknowledges  that  Borrower has  informed  Lender that
Borrower  has  incurred  liabilities  as set forth on  Schedule  4.2.1,  and the
existence  of such debt shall not  constitute a breach or an Event of Default of
this Agreement or any of the Loan Documents.

         3.5. No Material  Adverse  Change.  Since the date of their most recent
Financial  Statements,  Borrowers  have not suffered any damage,  destruction or
loss,  and no event or condition  has occurred or exists,  which has resulted or
could result in a material adverse change in its business,  assets,  operations,
financial condition or results of operation.

         3.6.  Title  to  Assets;   Existing  Liens.  Borrowers  have  good  and
marketable title to their assets,  free and clear of all liens and encumbrances,
except for (a) current taxes and assessments not yet due and payable,  (b) liens
and  encumbrances,  if any,  reflected  or noted in their most recent  Financial
Statements,  (c) assets  disposed of by  Borrowers  since the date of their most
recent Financial Statements in the ordinary course of business,  consistent with
past practice, and (d) the liens and encumbrances described on Schedule 3.6.


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<PAGE>

         3.7.  Litigation.  Except as set forth in  Schedule  3.7,  there are no
actions,  suits,  proceedings or governmental  investigations pending or, to the
knowledge of Borrowers, threatened, against Borrowers or any of their properties
which could result in a material adverse change in Borrowers' business,  assets,
operations,  financial  condition or results of operations and there is no basis
known to Borrowers for any action, suit, proceeding or investigation which could
result in such a material adverse change.

         3.8. Tax Returns. Borrowers have filed all returns and reports that are
required to be filed by them in connection with any federal, state or local tax,
duty or charge levied,  assessed or imposed upon them or any of their properties
or  that  they  are  required  to  withhold  and  pay  over  including,  without
limitation,  unemployment,  social  security and similar taxes,  and all of such
taxes have been paid or adequate reserves therefore have been set aside or other
provisions therefore have been made.

         3.9.  Intellectual  Property.  Borrowers own or are licensed to use all
patents,  patent rights,  trademarks,  trade names,  service marks,  copyrights,
intellectual  property,  technology,  know-how and  processes  necessary for the
conduct of their business as currently conducted that are material to Borrowers'
condition (financial or otherwise),  business or operations. Lender acknowledges
that the names "Brooklyn Cheesecake Company,  Inc." and "Brooklyn Cheesecake and
Desserts  Company" are not registered or protected  under state or federal laws,
but Borrowers represent that they have instituted the process of registering and
trade  marking said names,  and  Borrowers  covenant  that they will pursue said
process with diligence.

         3.10. INTENTIONALLY LEFT BLANK.

         3.11.  Disclosure.  None  of the  Loan  Documents  contain  any  untrue
statement of material fact or omit to state a material  fact  necessary in order
to make the statements contained in the Loan Documents not misleading.  There is
no fact known to Borrowers which materially and adversely  affects or, so far as
Borrowers can now foresee,  might  materially  and adversely  affect  Borrowers'
business,  assets,  operations,  financial condition or results of operation and
which have not  otherwise  been fully set forth in this  Agreement  or otherwise
disclosed in writing to Lender.

         3.12.  Places of Business.  The locations of Borrowers' chief executive
office  and other  places of  business  are shown on  Schedule  3.12.  Borrowers
covenant  not to  establish  any new,  or  discontinue  any  existing,  place of
business without giving Lender at least 30 days' prior notice.

         3.13.  Capital  Structure.  Schedule  3.13 sets  forth  the  respective
authorized capital stock of Borrowers, the issued and outstanding shares of such
stock, and the 5% or greater owners thereof.  There are no options,  warrants or
other  rights  outstanding  to purchase  any such shares  except as indicated on
Schedule 3.13.

         3.14. Subsidiaries,  Affiliates, and Other Investments. Except as shown
on Schedule 3.14,  Borrowers have no subsidiaries or affiliates  (other than its
own  shareholders);  nor do Borrowers have any investment in any other person or
entity.

                                   ARTICLE IV
                                    COVENANTS

         4.1.  Affirmative  Covenants.  Borrowers  agree  that  from the date of
execution  of this  Agreement  until  the  Obligations  are  satisfied  in full,
Borrowers  shall (and shall cause each of its  majority-owned  subsidiaries,  if
any, to):

                  4.1.1.  Payments of Taxes and Other Charges. Pay and discharge
when due all taxes,  assessments,  charges, levies and other liabilities imposed
upon  Borrowers,  their income,  profits,  properties or business,  except those


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<PAGE>

which currently are being contested in good faith by appropriate proceedings and
for  which  Borrowers  shall  have set aside  adequate  reserves  or made  other
adequate provisions acceptable to Lender in its sole discretion.

                  4.1.2.   Maintenance  of  Existence,   Operation  and  Assets;
Inspection.  Do all things  necessary to maintain,  renew and keep in full force
and effect their respective organizational existence and all rights, permits and
franchises  necessary  to enable them to continue  their  business;  continue in
operation in substantially  the same manner as at present;  conduct business and
enter  into  transactions  only in the  ordinary  course,  consistent  with past
practice; keep their properties in good operating condition and repair; make all
necessary and proper repairs, renewals, replacements, additions and improvements
thereto; and permit  representatives of Lender to inspect Borrowers'  properties
and its books and records and to make extracts therefrom at all reasonable times
during normal business hours.

                  4.1.3.  Insurance.  Keep their assets insured with responsible
insurance  companies  against  those risks and in such  amounts as are  commonly
insured against by companies in similar businesses and owning similar assets. At
Lender's request,  Borrowers shall have Lender named as loss payee on all hazard
insurance  policies  covering the  Collateral  and shall have Lender named as an
additional insured on liability policies. Borrowers shall deliver to Lender such
certificates,  endorsements,  and other evidence of such insurance as Lender may
reasonably request.

                  4.1.4.  Compliance with Laws.  Comply materially with all laws
applicable  to  Borrowers  and to the  operation  of their  respective  business
(including,  without  limitation,  any statute,  rule or regulation  relating to
employment  practices and employee benefits and to  environmental,  occupational
and health standards and controls).

                  4.1.5.  Financial  Reports.  Deliver  promptly such  financial
statements  and  reports as Lender may  reasonably  request  including,  without
limitation,  annual  financial  statements  audited or reviewed  by  independent
certified public accountants, quarterly interim financial statements prepared by
Borrowers'  management  and within ten (10) days after the end of each  calendar
month,  a monthly  statement of cash flow and accounts  receivable  certified as
accurate  by the CEO of  Borrowers.  All  such  financial  data  shall  be true,
accurate  and  complete  in all  material  respects  and  shall be  prepared  in
accordance  with GAAP  consistently  applied,  subject,  in the case of  interim
statements,  to normal year-end  adjustments and excluding  disclosures normally
required by GAAP.

                  4.1.6. Additional Reports.  Provide prompt notice to Lender of
the  occurrence of any of the  following  (together  with a  description  of the
action which Borrowers propose to take with respect  thereto):  (a) any Event of
Default  or  potential  Event of  Default  hereunder  or  under  any of the Loan
Documents, (b) any litigation filed by or against Borrowers, (c) any event which
might  result in a  material  adverse  change in  Borrowers'  business,  assets,
operations,  financial condition or results of operation;  and provide to Lender
any other reports reasonably requested thereby.

                  4.1.7.  Use of Proceeds.  Use of the proceeds of the Loan only
for the purposes specified in Section 1.1 above.

                  4.1.8.  Indemnification.  Borrowers  agree to pay, and to hold
Lender harmless from, any and all  liabilities,  costs and expenses  (including,
without limitation,  reasonable legal fees and expenses) (i) with respect to, or
resulting  from,  any delay in paying any and all  excise,  sales or other taxes
which may be payable or  determined  to be  payable  with  respect to any of the
Collateral, (ii) with respect to, or resulting from, any delay in complying with
any  requirement  of  law  applicable  to  any of the  Collateral  or  (iii)  in
connection  with any of the  transactions  contemplated by this Agreement or the
Loan Documents.  In any suit,  proceeding or action brought by Lender to enforce
the provisions of this Agreement, Borrowers will save, indemnify and keep Lender
harmless from and against all expense,  loss or damage suffered by reason of any
defense, set off, counterclaim,  recoupment or reduction or liability whatsoever
of the account of  Borrowers or obligor  thereunder,  arising out of a breach by


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<PAGE>

Borrowers of any  obligation  thereunder or arising out of any other  agreement,
indebtedness  or  liability  at any time owing to or in favor of such account of
Borrowers or obligor or its successors.

                  4.1.9.  Further  Identification of Collateral.  Borrowers will
furnish to Lender from time to time statements and schedules further identifying
and  describing  the  Collateral  and such other reports in connection  with the
Collateral as Lender may reasonably request, all in reasonable detail.

                  4.1.10  Notices.  Borrowers will advise Lender,  in reasonable
detail,  at its address set forth  below,  (i) of any  encumbrance  on, or claim
asserted against,  any of the Collateral and (ii) of the occurrence of any other
event which could  reasonably be expected to have a material  adverse  effect on
the aggregate value of the Collateral or on the encumbrances created hereunder.

         4.2.  Negative  Covenants.  Borrowers  covenant and agree that from the
date of execution of this Agreement until the Obligations are satisfied in full,
Borrowers shall not (and shall cause each of its majority-owned subsidiaries, if
any, not to), without Lender's prior written consent:

                  4.2.1.  Indebtedness.  Except as provided in Schedule 4.2.1 of
this Agreement,  maintain,  create or incur any  indebtedness for borrowed money
other than the Loan and any subsequent indebtedness to Lender,

                  4.2.2.  Liens and  Encumbrances.  Except for liens in favor of
Lender create,  assume or permit to exist any mortgage,  pledge,  encumbrance or
other security interest or lien upon any assets now owned or hereafter  acquired
by Borrower.  Notwithstanding  anything  else to the contrary  contained in this
Agreement or any of the Loan Documents,  (i) Borrowers may lease equipment under
which the lessor of such  equipment  may  maintain a  security  interest  in the
equipment  leased,  and (ii)  Borrowers may purchase  equipment  under which the
seller of such  equipment  may  maintain a security  interest  in the  equipment
purchased  by the  Borrowers,  provided  that for  purchases  of equipment in an
amount greater than Ten Thousand  ($10,000)  Dollars,  Borrowers must obtain the
prior written  consent of the Lender,  which  consent shall not be  unreasonably
withheld.

                  4.2.3. Guarantees.  Guarantee,  endorse or become contingently
liable for the  obligations of any person or entity,  except in connection  with
the  endorsement  and deposit of checks in the  ordinary  course of business for
collection.

                  4.2.4.  Merger;  Disposition  of Assets.  Merge or consolidate
with or into any person or entity or lease, sell,  transfer or otherwise dispose
of any material assets,  whether now owned or hereafter acquired,  other than in
the normal course of business and consistent with past practices.

                  4.2.5.  Change in Business,  Management or Ownership.  Make or
permit any material change in the nature of Borrower's business as carried on as
of the date hereof or make any other major  decisions  which effect the business
of Borrower other than day to day operation decisions.

4.2.6.  Dividends  and Other  Distributions.  Declare or pay any dividends on or
make any  distribution  with respect to any class of its capital stock or equity
or ownership interest, or repurchase, redeem, retire or otherwise acquire any of
its capital stock or equity.

                  4.2.7.  Investments.  Purchase or hold beneficially any stock,
other  securities or evidence of  indebtedness or make any loans or advances to,
or make any investment or acquire any interests in, any other person or entity

                  4.2.8.  Related  Party  Loans.  Repay  any  loans  payable  to
officers, shareholders or directors of Borrowers.

For so long as no Event of Default has occurred,  notwithstanding  anything else
to the contrary  contained in this Agreement or any of the Loan  Documents,  the
Borrower may pay to (i) Ronald L. Schutte the "Minimum  Amount Due," or past due
amounts  thereof,  as required under the American  Express Business Capital Line
and in connection with the Revolving  Credit Note to Ronald L. Schutte listed in


                                                                               7
<PAGE>

Schedule 4.2.1 and (ii) Anthony  Merante the "Minimum  Payment Due," or past due
amounts  thereof,  as required  under the Fleet  Business  Credit Express and in
connection with the Revolving  Credit Note to Anthony Merante listed in Schedule
4.2.1.

                                    ARTICLE V
                                     DEFAULT

         5.1.  Events of Default.  Events of default (an "Event of Default") are
as follows:

                  5.1.1.  Any  material  default in the Note or any of the other
Loan Documents.

                  5.1.2   (a) Borrowers fail to make any payment of principal or
                  interest payable under this Agreement or Loan  Documents  when
                  due; or

                          (b) Borrowers fail to fully perform any material term,
                  condition or obligation as provided in this  Agreement or Loan
                  Documents  that  remains  uncured for five (5)  business  days
                  after notice from Lender of such default; or

                          (c)   Creative   or  JMS   file  for   bankruptcy   or
                  reorganization,  are  generally  not  paying  their  debts  in
                  accordance with past business practice, make an assignment for
                  the benefit of  creditors,  a trustee or receiver is appointed
                  over  Creative  or JMS or any of their  property,  bankruptcy,
                  liquidation or other similar  proceedings is commenced against
                  Creative  or JMS,  or a writ or warrant or similar  process is
                  issued against Creative or JMS or their property; or

                          (d) Creative or JMS no longer remain a corporation  in
                  good standing in the State of its organization, or

                          (e) The death,  disability,  resignation or removal of
                  Ronald L. Schutte ("Schutte"),  as CEO of Borrowers, unless in
                  the case of death or  disability  there  exists  "Key  Man" or
                  disability  insurance  policies with proceeds  utilized to pay
                  all amounts due the Lender within a reasonable period of time.
                  In addition, the Lender must be named as an additional insured
                  and/or beneficiary on such policies, or

                          (f) The  inability  of  Borrowers  to pay any of their
                  debts (in accordance with past business  practice) or taxes as
                  they become due, or

                          (g) The filing of a summary  proceeding  by Borrowers'
                  landlord  or of any  lawsuit  in  excess  of  $20,000  against
                  Creative  and/or JMS that is not  removed or bonded  within 15
                  days of institution of such lawsuit, or

                          (h) Sales fall below $600,000 in any calendar quarter,
                  or (i) Cash and accounts receivable are below $125,000.

         5.2.  Remedies on Default:

                  5.2.1.  Proceeds.  If an Event of Default under this Agreement
shall occur and be  continuing or if any portion of the  Obligations  has become
due and remain unpaid and if so requested by Lender (a) all proceeds received by
Borrowers  consisting of cash, checks and other near-cash items shall be held by
Borrowers in trust for Lender,  and shall,  forthwith upon receipt by Borrowers,
be turned over to Lender in the exact form received by Borrowers  (duly endorsed
by Borrowers to Lender, if required), and (b) any and all such proceeds received
by Lender  (whether from Borrowers or otherwise)  may, in the sole discretion of
Lender, be held by Lender for its own benefit as collateral security for, and/or
then or at any time  thereafter may be applied by Lender against the Obligations
(whether  matured or  unmatured),  such  application to be in such manner as set
forth in the Note and  Borrowers  waive any right of offset  they may  otherwise
have. Any balance of such proceeds  remaining after the  Obligations  shall have
been paid in full and Lender shall have no further  obligations  or  commitments
under the Note shall be paid over to Borrowers or to whomsoever  may be lawfully
entitled to receive the same.


                                                                               8
<PAGE>

                  5.2.2.  Remedies. If any Event of Default under this Agreement
shall  have  occurred  and be  continuing  or from and  after  the date that any
portion  of the  Obligations  has  become  due and  remains  unpaid,  Lender may
exercise in addition to all other  rights and  remedies  granted to them in this
Agreement and in any Loan Documents,  evidencing or relating to the Obligations,
all rights and remedies of a secured party under the UCC.  Without  limiting the
generality  of the  foregoing,  in the  event  of such an Event  of  Default  as
described in the preceding  sentence,  Lender,  without demand of performance or
other demand, presentment,  protest, advertisement or notice of any kind (except
any notice  required by law referred to below) to or upon Borrowers or any other
person (all and each of which demands, defenses,  advertisements and notices are
hereby waived) may in such circumstances forthwith collect, receive, appropriate
and realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease,  assign, give option or options to purchase,  or otherwise dispose of and
deliver  the  Collateral  or any  part  thereof  (or  contract  to do any of the
foregoing)  in one or more  parcels at public or private  sale or sales,  at any
exchange,  broker's  board or office of Lender or elsewhere  upon such terms and
conditions as it may deem  advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without  assumption of any credit risk.
Lender  shall have the right upon any such  public  sale or sales,  and,  to the
extent  permitted by law,  upon any such private sale or sales,  to purchase the
whole or any part of the  Collateral  so sold,  free of any  right or  equity of
redemption which right or equity is hereby waived or released. Borrowers further
agree, at Lender's request,  and to the extent that Borrowers are able to do so,
to assemble  the  Collateral  and make it  available  to Lender at places  which
Lender shall  reasonably  select,  whether at Borrowers'  premises or elsewhere.
Lender shall apply the net proceeds of any such collection,  recovery,  receipt,
appropriation,  realization or sale,  after  deducting all reasonable  costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the  Collateral or in any way relating to the Collateral or the rights
of Lender hereunder,  including, without limitation,  reasonable attorneys' fees
and  disbursements,  to the payment in whole or in part of the  obligations,  in
such  manner as is set forth in the Note and only  after  such  application  and
after the payment by Lender of any other  amount  required by any  provision  of
law, including, without limitation,  Section 9-504(1)(c) of the UCC, need Lender
account for surplus, if any, to Borrowers. To the extent permitted by applicable
law,  Borrowers  waive all claims,  damages  and demands it may acquire  against
Lender  arising  out of the  exercise  by them of any rights  hereunder.  If any
notice of a proposed sale or other  disposition of Collateral  shall be required
by law, such notice shall be deemed  reasonable and proper if given at least ten
(10) days before such sale or other  disposition.  Borrowers shall remain liable
for any  deficiency  if the  proceeds  of any sale or other  disposition  of the
Collateral  are   insufficient   to  pay  the   obligations  and  the  fees  and
disbursements of any attorneys employed by Lender to collect such deficiency.

                  5.2.3. No Subrogation. Notwithstanding any payment or payments
made by Borrowers hereunder, or any set off or application of funds of Borrowers
by Lender,  or the receipt of any  amounts by Lender with  respect to any of the
Collateral,  Borrowers  shall not be  entitled  to be  subrogated  to any of the
rights of Lender  against any other  collateral  security held by Lender for the
payment of the  Obligations  until all amounts owing to Lender on account of the
Obligations or commitments  under the Note have been paid in full. If any amount
shall be paid to Lender on account of such  subrogation  rights at any time when
all of the  Obligations  shall not have been paid in full,  such amount shall be
held by  Borrowers  in trust for Lender,  and shall,  forthwith  upon receipt by
Borrowers,  be turned  over to Lender in the exact form  received  by  Borrowers
(duly  endorsed by Borrowers to Lender,  if required) to be applied  against the
Obligations,  whether  matured or unmatured,  in such manner as set forth in the
Note, this Agreement and the Loan Documents.

                  5.2.4. Appointment to Borrowers Board of Directors.  Within 10
days  after a default  under the Loan  Documents,  Creative  and JMS shall  take
actions  to cause the  removal  and/or  resignation  of a  sufficient  number of
directors and to replace such directors  with directors  nominated by the Lender
in order that there shall be a majority of directors on their respective  Boards
of Directors  that are  nominated by the Lender,  provided  that nominees of the
Lender are  qualified to serve as directors  and there  remains on the Boards of
Directors  a  sufficient  number  of  independent  directors  in  order to be in
compliance  with law.  It is  acknowledged  that this  provision  is intended to
facilitate Lender's execution on the Collateral if an Event of Default occurs.


                                                                               9
<PAGE>

                                   ARTICLE VI
                               DISPUTE RESOLUTION

         6.1. Resolution of Disputes.

                  6.1.1.  Jurisdiction;  Process. The parties hereto irrevocably
submit  to the  non-exclusive  jurisdiction  of any New  Jersey  state or United
States  Federal Court sitting in New Jersey over any suit,  action or proceeding
arising out of or relating to this Agreement.

         The parties hereto further  consent to process being served in any such
suit,  action or proceeding by mailing a certified copy thereof,  return receipt
requested,  to said party at its respective  address referred to in Section 7.3.
Each party agrees that such service shall be deemed in every  respect  effective
service of process upon it in any such suit,  action or proceeding and shall, to
the full extent permitted by law, be taken and held to be valid personal service
upon and  personal  delivery to it.  Nothing in this  paragraph  shall affect or
limit  any right to serve  process  in any  manner  permitted  by law,  to bring
proceedings in the courts of any jurisdiction or to enforce in any lawful manner
a judgment obtained in any other jurisdiction.

         Borrowers  irrevocably  waive, to the full extent permitted by law, any
objection  which it may have to the laying of venue of any such suit,  action or
proceeding  brought in any such  court any claim  that any such suit,  action or
proceeding has been brought in an inconvenient  forum. So long as this Agreement
remains in effect,  Borrowers will at all times have an authorized  agent in New
Jersey upon whom process may be served in any action or  proceeding  arising out
of or relating to this Agreement.

                  6.1.2.  Performance  Pending  Resolution.  Each party shall be
required  to  continue  to perform  its  respective  obligations  under the Loan
Documents  pending  final  resolution  of any Dispute,  unless to do so would be
impossible or impracticable under the circumstances.


                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1. Expenses.  Borrowers shall pay to Lender or at Lender's direction,
upon  execution  of this  Agreement,  and  otherwise  on  demand,  all costs and
expenses incurred by Lender in connection with (a) the preparation,  negotiation
and closing of this Agreement, Loan Documents and any related documents, and any
modifications  hereto or thereto,  it being agreed that  reimbursement  for said
legal  fees  incurred  by Lender  exclusive  of  disbursements  shall not exceed
$5,000, and (b) instituting,  maintaining, preserving, enforcing and foreclosing
the  security  interest  in any  of the  Collateral,  whether  through  judicial
proceedings,  arbitration  or  otherwise,  or in  defending or  prosecuting  any
actions,  arbitrations  or  proceedings  arising  out  of or  relating  to  this
Agreement or the Loan Documents including,  without limitation,  reasonable fees
and expenses of counsel,  expenses for auditors,  appraisers  and  environmental
consultants, lien searches, recording and filing fees and taxes.

         7.2.  Amendments,  Indulgences,  Etc.  No  amendment  or  waiver of any
provision of this  Agreement nor consent to any  departure by Borrower  herefrom
shall in any event be  effective  unless the same shall be in writing and signed
by Lender, and then such amendment, waiver or consent shall be effective only in
the specific  instance and for the specific  purpose for which given. No failure
or delay on the part of Lender in the  exercise of any right,  power,  or remedy
under  this  Agreement  or any of the  other  Loan  Documents  shall  under  any
circumstances  constitute  or be deemed to be a waiver  thereof,  or prevent the
exercise thereof in that or any other instance.

         7.3.  Notices.  All  notices  given  hereunder  shall be in writing and
deemed validly given (a) three (3) business days after sent, postage prepaid, by


                                                                              10
<PAGE>

certified mail, return receipt  requested,  (b) one (1) business day after sent,
charges  paid by the  sender,  by Federal  Express  Next Day  Delivery  or other
guaranteed delivery service,  (c) when confirmation of transmission by facsimile
during normal  business hours is received,  or (d) when delivered by hand,  upon
delivery,  in each case to the intended  recipient at its address shown below or
to such other  address,  or in care of such other person,  as either party shall
hereafter specify to the other from time to time by due notice:

         If to Borrowers
                        J.M. Specialties, Inc. Creative Bakeries, Inc.
                        20 Passaic Avenue Fairfield, New Jersey 07004
                        Attention: Ron Schutte
                        Fax No.: (973) 808-0203

         cc:            Vincent LeVoci, Esq.
                        1590 Paulding Avenue
                        Bronx, NY 10462-3166
                        Fax No.:  (212) 898-0492

         If to Lender:
                        Fairfield Gourmet Food Corp.
                        12 Commerce Road
                        Fairfield, NJ 07004
                        Attn:  Ari Margulies
                        Fax No.:  (973) 882-6998

         cc:            Larry Frenkel, Esq.
                        28 Arcadian Drive
                        Wesley Hills, NY 10977
                        Fax (845) 364-8299

         7.4.  Interpretation.  Except as otherwise  indicated,  all  agreements
defined herein refer to the same as from time to time amended or supplemented or
the terms thereof waived or modified in accordance  herewith and therewith.  Any
provision hereof found to be illegal,  invalid or  unenforceable  for any reason
whatsoever  shall not affect the  legality,  validity or  enforceability  of the
remainder hereof. In this Agreement, in the computation of a period of time from
a specified  date to a later  specified  date,  the word "from"  means "from and
including" and the words "to" and "until" each means "to but excluding."  Unless
otherwise expressly provided,  the word "including" does not limit the preceding
words or terms.

         7.5.  Entire  Agreement.   This  Agreement,   and  all  agreements  and
instruments  to be delivered  by the parties  pursuant  hereto or in  connection
herewith,  represent the entire understanding of the parties with respect to the
subject  matter  hereof,  and  supersede  all other  prior  and  contemporaneous
agreements and  understandings,  both written and oral, between the parties with
respect to the subject matter hereof.

         7.6.  Governing  Law.  This  Agreement  shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns, and construed and interpreted according to the laws of the State of New
Jersey.

         7.7.  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument.

         7.8.  Continuing  Security  Interest.  This  Agreement  shall  create a
continuing  security  interest in the  Collateral and shall remain in full force
and effect until the payment in full of the  obligations  and all other  amounts
payable under this  Agreement  and the Loan  Documents.  Upon any  assignment or
transfer by Lender,  the transferee  shall thereupon  become vested with all the
benefits in respect  thereof  granted to Lender  herein or  otherwise.  Upon the
payment in full of the  Obligations  and all other  amounts  payable  under this
Agreement,  the security  interest granted hereby shall terminate and all rights
to the Collateral shall revert to Borrowers.  Upon any such termination,  Lender
will, at Borrowers' expense, execute and delivery to Borrowers such documents as
Borrowers shall reasonably request to evidence such termination.


                                                                              11
<PAGE>

         7.9 Limitation on Duties Regarding Preservation of Collateral. Lender's
sole duty with respect to the custody,  safekeeping and physical preservation of
the Collateral in its  possession,  under Section 9-207 of the UCC or otherwise,
shall  be to deal  with it in the same  manner  as  Lender  deals  with  similar
property  for its own  account.  Neither  Lender,  nor any of  their  respective
directors,  officers, employees or agents shall be liable for failure to demand,
collect or realize  upon all or any part of the  collateral  or for any delay in
doing so or shall be under any  obligation  to sell or otherwise  dispose of any
Collateral upon the request of Borrowers or otherwise.

         7.10. Paragraph Headings. The paragraph headings used in this Agreement
are for  convenience  of reference  only and are not to affect the  construction
hereof or be taken into consideration in the interpretation hereof.


IN WITNESS  WHEREOF,  the parties  have  executed or caused to be executed  this
Agreement as of the day and year first above written.

Borrowers:

                               J.M. Specialties, Inc., A New Jersey Corporation

                               By:
                                   ---------------------------------------
                                   Ronald L. Schutte
                                   Title: Chief Executive Officer & President



                               Creative Bakeries, Inc.

                               By:
                                   ---------------------------------------
                                   Ronald L. Schutte
                                   Title: Chief Executive Officer


Lender:

                               Fairfield Gourmet Food Corp.

                               By:
                                   ---------------------------------------
                                   Ari Margulies
                                   Title: President




STATE OF NEW JERSEY, COUNTY OF                               S S :
On the   day of       in the year
before me, the undersigned, personally appeared        Ronald L. Schutte

personally known to me or proved to me on the basis of satisfactory  evidence to
be the individual(s)  whose name(s) is (are) subscribed to the within instrument
and  acknowledged  to me that  he/she/they  executed  the same in  his/her/their
capacity(ies),  and that by  his/her/their  signature(s) on the instrument,  the
individual(s),  or the  person  upon  behalf of which the  individual(s)  acted,
executed the instrument.


---------------------------------------------------
(signature and office of individual taking acknowledgment)


                                                                              12
<PAGE>

                             SECURED PROMISSORY NOTE
                                  (THE "NOTE")


October 9, 2003
                          $250,000

            A. TERMS OF LOAN


      FOR       VALUE RECEIVED,  CREATIVE BAKERIES, INC., A NEW YORK CORPORATION
                ("CREATIVE")   AND  J.M.   SPECIALTIES,   INC.,   A  NEW  JERSEY
                CORPORATION ("JMS") (CREATIVE AND JMS ARE COLLECTIVELY  REFERRED
                TO AS THE  "BORROWERS"),  with  offices  at 20  Passaic  Avenue,
                Fairfield,  New Jersey 07004,  jointly and severally promises to
                pay to the order of FAIRFIELD  GOURMET FOOD CORP.,  a New Jersey
                Corporation (the "LENDER"), at 12 Commerce Road, Fairfield,  New
                Jersey 07004, or at such other place as the Lender may designate
                in writing,  the  principal  sum of TWO HUNDRED  FIFTY  THOUSAND
                DOLLARS ($250,000), (the "Loan").

1. INTEREST; PREPAYMENT.

       (a)      Borrower  will  pay  interest  on the  unpaid  principal  amount
                hereof,  computed  on the  basis of the  actual  number  of days
                elapsed in a 360-day  year,  at a rate  which  shall be equal to
                thirteen percent (13.00%) per annum (the "Interest Rate").

       (b)      The  "Interest  Rate Factor" shall be calculated by dividing the
                annual interest rate of 13% by 360 days and then multiplying the
                resulting quotient by the Number of Elapsed Days. The "Number of
                Elapsed  Days" for the Interest due on December 31, 2003,  shall
                be  determined  by the  number  of days  from  the  date of this
                Agreement up until and including December 31, 2003. For Interest
                due on March 31, 2004,  June 30, 2004,  and August 31, 2004, the
                "Number of Elapsed Days" shall be determined respectively by the
                number  of  days  from  the  last  day of the  previous  quarter
                (excluding  such last day of the previous  quarter) up until and
                including  the date upon which the Interest  Payment is due. The
                "Interest"  shall be calculated by  multiplying  the  applicable
                Interest Rate Factor by the outstanding principal balance of the
                Loan as of the date each  Interest  payment is due unless  there
                has been a  modification  of the principal  balance  during such
                period  (such as by a payment) in which event  interest  will be
                calculated based on the outstanding  balances from time to time.
                Interest on the Loan shall be due and  payable on  December  31,
                2003, March 31, 2004, June 30, 2004 and August 31, 2004 provided
                such day is a Business Day ("Business Day").  Business Day shall
                mean any day other than  Saturday,  Sunday,  or any other day on
                which  commercial  banks  located in the State of New Jersey are
                required  or  authorized  by  law  to be  closed  for  business.
                Borrower  will  pay  interest  on  any  overdue  installment  of
                principal  or  interest  for the  period for which  overdue,  on
                demand,  at a rate equal to eighteen percent (18.00%) per annum.
                In no  event  shall  interest  exceed  the  maximum  legal  rate
                permitted by law. All payments, including insufficient payments,
                shall be credited, regardless of their designation by Borrowers,
                first to collection expenses due hereunder,  then to outstanding
                late charges, then to interest due and payable but not yet paid,
                then  to  the  Yield  Maintenance   Payment  (if  any)  and  the
                remainder,  if any, to  principal.  All payments by Borrowers or
                any endorser of this Note on account of  principal,  interest or
                fees  hereunder  shall be made in  lawful  money  of the  United
                States of America.


                                                                              13
<PAGE>

       (c)      Prepayment.  The  Borrowers may prepay up to (Sixty Two Thousand
                Five  Hundred  ($62,500)  Dollars in principal on each date that
                interest is due pursuant to this  Agreement,  without penalty or
                premium.  Borrowers  may also prepay all of the principal of the
                Loan at any time provided such prepayment shall include interest
                calculated to the date of prepayment plus fifty (50%) percent of
                the  interest  that would have been earned had the Loan not been
                prepaid from the date of such  prepayment to the Due Date of the
                Loan (the "Yield Maintenance Payment").  It is acknowledged that
                the Yield  Maintenance  Payment is intended to compensate Lender
                for  utilizing its credit in order to make the Loan to Borrowers
                and is not to be deemed additional interest for any purpose. The
                Yield  Maintenance  Payment  shall also be due in the event of a
                prepayment as a result of  acceleration  of the Loan as a result
                of an Event of Default.

         2.  DUE DATE.  The Loan together with interest as provided herein shall
be due on August 31, 2004 (the "Due Date").


                B. REPRESENTATIONS AND WARRANTIES

         3. Borrowers represents and warrant to the Lender that:


       (a)      The Note is legal,  valid, and contains  binding  obligations of
                Borrowers  enforceable  against Borrowers in accordance with its
                terms,  except as  enforcement  may be  limited  by  bankruptcy,
                insolvency,   moratorium  or  other  similar  laws  relating  to
                creditors'  rights generally and except that the availability of
                equitable remedies,  including specific performance,  is subject
                to the  discretion  of the court  before  which  any  proceeding
                therefor may be brought.

       (b)      Borrowers are not in default in the  performance,  observance or
                fulfillment of any of the obligations,  covenants, or conditions
                contained in any agreement or instrument to which it is a party,
                except  where such  default  would not have a  material  adverse
                effect on the assets,  liabilities  or  financial  condition  of
                Borrowers (a "Material Adverse Effect").

       (c)      There is no pending or threatened  action or proceeding  against
                or affecting Borrowers before any court, governmental agency, or
                arbitrator which is reasonably likely to , in any one case or in
                the aggregate,  have a Material Adverse Effect or materially and
                adversely  affect the  ability  of  Borrowers  to perform  their
                obligations under this Note.


                C. EVENTS OF DEFAULT

         4. If any of the following events shall occur and be continuing:

        (a)     Borrowers  shall  fail to  make  any  payment  of  principal  or
                interest on this Note when due;

        (b)     Borrowers  shall be in material  default in the  performance  or
                observance of any covenant or agreement  contained  herein or in
                the Loan and Security  Agreement  securing  this Loan  following
                five (5) business days' written notice thereof;


                                                                              14
<PAGE>

       (c)      Any representation or warranty made by or on behalf of Borrowers
                in this Note,  or in the Loan and  Security  Agreement or in any
                other  agreement,  instrument,  or  statement  delivered  to the
                Lender by or on behalf of  Borrowers  shall at any time prove to
                have been incorrect when made in any material respect;

       (d)      Creative or JMS no longer remain  corporations  in good standing
                in the state of their respective organization;

       (e)      The  death,  disability,  resignation  or  removal  of Ronald L.
                Schutte ("Schutte"),  as CEO of Borrowers, unless in the case of
                death  or  disability  there  exists  "Key  Man"  or  disability
                insurance policies with proceeds utilized to pay all amounts due
                the Lender within a reasonable period of time. In addition,  the
                Lender must be named as an additional insured and/or beneficiary
                on such policies;

       (f)      The  inability  of  Borrowers  to pay  any  of  their  debts  in
                accordance  with past business  practice or taxes as they become
                due;

       (g)      The filing of any lawsuit in excess of $20,000 against  Creative
                and/or  JMS that is not  removed  or  bonded  within  15 days of
                institution of such lawsuit;

       (h)      Sales fall below $600,000 in any calendar quarter;

       (i)      Cash and accounts receivable are below $125,000;

       (j)      Any judgment against Creative or JMS or any attachment,  levy or
                execution  against  any of  their  properties  for any  material
                amount   shall  remain   unpaid,   or  shall  not  be  released,
                discharged,  dismissed,  stayed or fully  bonded for a period of
                fifteen (15) days or more after its entry, issue or levy, as the
                case may be;

       (k)      Creative  or JMS shall  make an  assignment  for the  benefit of
                creditors, a trustee,  receiver or liquidator shall be appointed
                for either of them or for any of their property; or

       (l)      The commencement of any proceedings by Creative or JMS under any
                bankruptcy,  reorganization,  arrangement  of debt,  insolvency,
                readjustment of debt,  receivership,  liquidation or dissolution
                law or  statute  or the  commencement  of any  such  proceedings
                without the consent of Borrower and such involuntary proceedings
                shall continue undischarged for a period of sixty (60) days;

       then,  and in any such  event,  (with  each of the  foregoing  events  to
       constitute  an "EVENT OF  DEFAULT"),  the Lender may  declare  the entire
       unpaid  principal  amount of this Note and all  interest and fees accrued
       and unpaid hereon to be immediately  due and payable,  whereupon the same
       shall  become and be  forthwith  due and  payable,  without  presentment,
       demand,  offset,  protest or notice of any kind,  all of which are hereby
       expressly waived by Borrowers.

                                D. MISCELLANEOUS

5.     GOVERNING  LAW.  This  Note  shall  be  governed  by,  and  construed  in
       accordance  with, the laws of the State of New Jersey,  without regard to
       its rules on conflicts of laws.

6.     NOTICES,  ETC.  All notices and other  communications  provided for under
       this  Note  shall  be  in  writing  (including  telegraphic,  telex,  and
       facsimile  transmissions)  and mailed or transmitted or delivered,  if to
       Borrowers,  at Borrower's  address  indicated  above (fax (973) 808-0203)
       with a copy to Vincent  LeVoci,  Esq. 1590  Paulding  Avenue,  Bronx,  NY
       10462-3166  (fax (212)  898-0492),  and if to the Lender,  at its address
       indicated above (fax (973) 882-6998), with a copy to Larry Frenkel, Esq.,
       28 Arcadian Drive, Wesley Hills, New York 10977, (fax (845) 364-8299) or,
       as to each party,  at such other  address as shall be  designated by such


                                                                              15
<PAGE>

       party in a written  notice to the other  party  complying  as to delivery
       with the terms of this  paragraph.  Except as otherwise  provided in this
       Note, all such notices and  communications  shall be effective  either on
       receipt  if  delivered  by  hand,   telegraphic,   telex  and   facsimile
       transmissions,  or three (3) Business  Days  following  deposit,  postage
       fully paid, in the mails by certified mail.

7.     NO WAIVER.  No  failure or delay on the part of the Lender in  exercising
       any right,  power, or remedy hereunder shall operate as a waiver thereof;
       nor shall any single or partial  exercise  of any such right,  power,  or
       remedy preclude any other or further  exercise thereof or the exercise of
       any other  right,  power,  or remedy  hereunder.  The rights and remedies
       provided  herein  are  cumulative,  and are not  exclusive  of any  other
       rights,  powers,  privileges,  or remedies, now or hereafter existing, at
       law or in equity or otherwise.

8.     COSTS AND EXPENSES.  Borrowers  shall  reimburse the Lender for all costs
       and expenses incurred by the Lender and shall pay the reasonable fees and
       disbursements of counsel to the Lender in connection with the preparation
       of this Secured  Promissory Note and any documents related thereto with a
       maximum amount of $5,000 plus disbursements, and shall also pay all costs
       including  reasonable  fees  incurred  by  Lender in  enforcement  of the
       Lender's  rights  hereunder.  Borrowers  shall also pay any and all taxes
       (other  than  taxes on or  measured  by net  income of the holder of this
       Note)  incurred or payable in connection  with the execution and delivery
       of this Note.

9.     AMENDMENTS.  No  amendment,  modification,  or waiver of any provision of
       this Note nor consent to any  departure by Borrowers  therefrom  shall be
       effective  unless the same  shall be in writing  and signed by the Lender
       and then such waiver or consent  shall be effective  only in the specific
       instance  and for the specific  purpose for which it is given.  Borrowers
       hereby waive  demand,  presentment,  notice of  dishonor,  and protest of
       nonpayment  and  agree  that any  time and from  time to time and with or
       without  consideration,  Lender may, without notice to or further consent
       of  Borrowers,  and without in any manner  releasing,  or  affecting  the
       obligations of Borrowers: (a) release, surrender, waive, add, substitute,
       settle, exchange,  compromise,  modify, extend, or grant indulgences with
       respect to (i) this Note,  and (ii) all or any part of any  collateral or
       security   for  this  Note;   and  (b)  grant  any   extension  or  other
       postponements of the time of payment hereof.

10.    SUCCESSORS AND ASSIGNS. This Note shall be binding upon Borrowers and its
       heirs,  legal  representatives,  successors and permitted assigns and the
       terms hereof shall inure to the benefit of the Lender and its  successors
       and permitted assigns,  including subsequent holders hereof. This Note is
       freely  transferable  and  assignable  by the Lender and each  subsequent
       holder hereof and any reference to Lender herein shall be deemed to refer
       to any  subsequent  transferee or assignee of this Note.  Notwithstanding
       the foregoing, Borrowers may not assign their rights or obligations under
       this Note whether by voluntary assignment or transfer,  operation of law,
       or otherwise without the consent of Lender.

11.    SEVERABILITY.  The  provisions  of this  Note are  severable,  and if any
       provision shall be held invalid or  unenforceable  in whole or in part in
       any jurisdiction,  then such invalidity or unenforceability  shall not in
       any manner affect such provision in any other  jurisdiction  or any other
       provision of this Note in any jurisdiction.

12.    ENTIRE AGREEMENT.  This Note sets forth the entire agreement of Borrowers
       and the Lender with  respect to this Note and may be  modified  only by a
       written instrument executed by Borrower and the Lender.

13.    HEADINGS.  The  headings  herein are for  convenience  only and shall not
       limit or define the meaning of the provisions of this Note.


                                                                              16
<PAGE>

14.    JURISDICTION;  SERVICE OF PROCESS.  Borrowers agree that in any action or
       proceeding  brought  on or in  connection  with  this  Note (i) the state
       courts of the State of New Jersey,  or (in a case involving  diversity of
       citizenship)  the United  States  District  Court in Newark,  New Jersey,
       shall have jurisdiction of any such action or proceeding, (ii) service of
       any  summons  and  complaint  or  other  process  in any such  action  or
       proceeding  may be made by the Lender upon  Borrowers  by  registered  or
       certified mail directed to Borrowers at their address  referenced herein,
       Borrowers  hereby  waiving  personal  service  thereof,  and (iii) within
       thirty (30) days after such mailing  Borrowers  shall appear or answer to
       any summons and complaint or other process,  and should Borrowers fail to
       appear to answer  within said thirty (30) day period,  it shall be deemed
       in default and  judgment may be entered by the Lender  against  Borrowers
       for the amount as demanded in any summons or complaint  or other  process
       so served.

15.    WAIVER OF THE RIGHT TO TRIAL BY JURY.  Borrowers hereby irrevocably waive
       the  right  to  trial  by  jury  in any  action,  proceeding,  claim,  or
       counterclaim,  whether in contract or tort,  at law or in equity,  in any
       manner connected with this note or any transactions hereunder.


       IN WITNESS  WHEREOF,  Borrowers  have caused this Note to be executed and
delivered as of the day and year and at the place first above written.


                               CREATIVE BAKERIES, INC.


                               --------------------------------------------
                               By:  Ronald Schutte, Chief Executive Officer





                               J.M. SPECIALTIES, INC., A NEW JERSEY
                               CORPORATION


                               ---------------------------------------
                               By:  Ronald L. Schutte, CEO & President



                                                                              17