LICENSE AND SALE AGREEMENT

         License and Sale Agreement entered into as of this 3rd day of November,
1998,  by  and  between  Creative   Bakeries,   Inc.,  a  New  York  corporation
("Licensor"), and JW Enterprises, Inc., a New York corporation ("Licensee").

         WHEREAS,  Licensor has  developed and is the  proprietary  owner of the
Trade Name (as hereinafter  defined) and is willing to grant, upon the terms and
conditions hereinafter set forth, the exclusive license to Licensee of the Trade
Name in the Territory (as hereinafter  defined) and Licensee  desires to acquire
such license; and

         WHEREAS,  Licensor  has agreed to sell to  Licensee,  and  Licensee has
agreed to purchase from Licensor, the Equipment (as defined below).

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereby agree as follows:

     1.  Definition of Terms.  As used in this  Agreement,  the following  terms
shall have the meanings set forth below:

         "Know-How" shall mean recipes and methods of production, as well as any
and all other  recipes  and  methods of  production,  whether or not  capable of
precise separate  description,  but which alone or when accumulated is or may be
useful in the  production  of the baked and other goods sold by the Retail Store
and which is now known to or possessed or acquired by Licensor.

         "Equipment"  shall  mean  all  inventory,  equipment,  fixtures,  trade
fixtures, improvements and merchandise located at the Retail Store.

         "Retail  Store"  shall mean that certain  retail store  located at 1100
Madison Avenue, New York, New York.

         "Territory" shall mean and encompass the following:

         (a) The  Borough of  Manhattan  in the City of New York,  north of 34th
Street from the East River to the Hudson River; and

     (b) In the event that during the first  three years after the date  hereof,
Licensee does not open and operate any  additional  retail stores  utilizing the
License (as hereinafter  defined) within the area described in Subsection (a) of
this  definition,  other than the Retail Store,  thereafter the Territory  shall
mean and  encompass  the Borough of Manhattan in the City of New York,  north of
34th Street from the East River to Fifth Avenue.

<PAGE>


     "Trade Name" shall mean the mark and name "William Greenberg,  Jr. Desserts
and Cafes" and/or derivatives thereof,  including, the logo related thereto, the
artwork,  design,  marketing  display design and concept  associated  therewith,
packaging design and trade dress.


         Scope of License; No Right to Sublicense.

         2.1 Subject to the terms and  conditions  of this  Agreement,  Licensor
hereby grants to Licensee a royalty-bearing  exclusive license commencing on the
date  hereof  to  utilize   the  Trade  Name  and  the   Know-How  in  order  to
commercialize,  produce and sell baked goods and other  merchandise  through the
Retail  Store and other  retail  store(s),  subject  to the  provisions  of this
Agreement,  in the  Territory  and  through  worldwide  mail  order  sales  (the
"License").  Except  in  connection  with an  assignment  of the New  Lease or a
subletting of the premises demised under the New Lease,  Licensee shall not have
the  right to  sublicense  the Trade  Name or the  Know-How  to any third  party
without  the prior  written  consent of  Licensor,  which  consent  shall not be
unreasonably  withheld or delayed. Any sublicense of the Trade Name and Know-How
shall  expressly  provide  that such  sublicense  is subject  to the  applicable
provisions of this Agreement and that certain Termination, Release and Tri-Party
Agreement by and between  Licensor,  Licensee and Gerel Corporation of even date
herewith.

     2.2  Licensee  shall have the right of first  refusal  with  respect to the
opening of any  additional  retail stores using the Trade Name in the Borough of
Manhattan in the City of New York, north of 34th Street from Fifth Avenue to the
Hudson River during the two year period  subsequent to the third  anniversary of
the date hereof.


         2.3 Licensor hereby agrees to execute an escrow agreement within thirty
(30) days of the date hereof in a form  reasonably  acceptable  to both Licensor
and Licensee. Said escrow agreement shall provide that in the event (i) Licensee
chooses to use a  production  facility for the baked and other goods sold by the
Retail Store other than that which is currently  used by Licensor,  the Know-How
will  be  provided  to  such  other  production  facility,  PROVIDED  that  said
production facility executes a confidentiality  agreement reasonably  acceptable
to Licensor with respect to the Know-How, and (ii) this License be terminated as
permitted  under Article 14 hereof,  the escrow  agreement  shall  automatically
terminate and the Know-How  shall be returned to Licensor  upon Licensor  giving
notice to the escrow  agent that the  License has been  terminated.  Such escrow
agreement  shall be deemed  supplementary  to this  Agreement  pursuant to 11 US
Bankruptcy Code ss.365(n).

         3.  Sale  of  Equipment.   Licensor  hereby  grants,   conveys,  sells,
transfers,  sets-over  and  delivers,  and by these  presents does hereby grant,
convey,  sell,  transfer,  set-over and deliver unto  Licensee all of Licensor's
right, title and interest in and to the Equipment,  to have and to hold, all and
singular,  such  Equipment  forever.  The Equipment is  transferred  in "AS IS",
"WHERE  IS"  condition  without  warranties  of any kind,  express  or  implied,
including  any  regarding  merchantability  or  fitness  for a  particular  use.
Anything  contained  herein to the  contrary  notwithstanding,  $2,500.00 of the
consideration  set forth in Section  6.1(i) below shall be deemed  consideration
for the  sale of the  Equipment.  Licensee  hereby  agrees  to pay any  sales or
capital gains taxes which  Licensor may incur and pay as a result of the sale of
the Equipment to Licensee.

<PAGE>


         4. Purchase of Trade Name and Know-How.

     4.1  In the  event  that  Licensor  shall  dissolve  or  permanently  cease
operations,  the  Licensee  shall be entitled to acquire free and clear title to
the Trade Name and  Know-How  upon the  payment of  $25,000  to  Licensor  or it
successors, assigns or designees (the "Option"). Licensor shall provide Licensee
with written notice at least thirty (30) days prior to the date Licensor intends
to dissolve or permanently  cease  operations.  Licensee shall  thereafter  have
thirty (30) days to exercise the Option by delivering written notice to Licensor
of such election. In the event Licensee fails to exercise the Option within said
thirty (30) days Licensee shall be deemed to have forever waived the Option, and
Licensee shall  thereafter have no cause of action against Licensor with respect
to the Trade Name and Know-How.

         4.2 Licensor hereby agrees to execute an assignment of the Know-How and
the Trade Name in a form  reasonably  acceptable  to both  Licensor and Licensee
within  thirty (30) days of the date hereof.  Said  assignment  shall be held in
escrow  and  shall  not  to be  released  until  Licensor  dissolves  or  ceases
operations and Licensee  exercises its option to acquire free and clear title to
the Know-How  and Trade Name  pursuant to this Article 4. The escrow a agreement
shall be in a form  reasonably  acceptable to both  Licensor and Licensee.  Said
escrow  agreement shall provide that in the event Licensee does not exercise its
right to  acquire  free and clear  title to the  Know-How  and Trade Name as set
forth  herein,  the  assignment  shall  become  null and void and of no force or
effect and the escrow  agreement  shall  automatically  terminate.  Such  escrow
agreement  shall be deemed  supplementary  to this  Agreement  pursuant to 11 US
Bankruptcy Code ss.365(n).

     5.  Ownership.   Subject  to  express  contrary  terms  contained  in  this
Agreement,  as between  Licensor and  Licensee,  Licensor  shall be the sole and
exclusive owner of the Trade Name and the Know-How.. ---------


     6. Royalties and Payments.

     6.1. In consideration of the License granted  hereunder and the sale of the
Equipment,  Licensee  has agreed to pay  Licensor  $405,000  payable on the date
hereof by delivery by Licensee to Licensor of (i) a certified or cashiers  check
in the amount of $110,000 and (ii)  Licensee's  promissory note in the amount of
$295,000 in the Form of Exhibit A hereto (the "Note").


     6.2. In addition to the  payment  set forth in Section  6.1,  the  Licensee
agrees to pay Licensor  royalty  payments (the  "Percentage  Royalties")  as set
forth below:


                  (a)  In  the  event  that  Licensee  opens  and  operates  any
additional  retail store(s)  utilizing the License (other than the Retail Store)
and the annual  (measured in 12 month periods  ending on each December 31) gross
retail  sales  of  any  of  such   store(s)   exceeds   $400,000   Dollars  (the
"Breakpoint"),  then Licensee  shall pay Licensor a royalty of five percent (5%)
(the "Retail  Royalties")  of gross retail sales in excess of the Breakpoint for
each such retail  store,  on a semi-annual  basis,  for so long as such store(s)
remain  in  operation.  In the  event  the  initial  opening  date  of any  such
additional  store does not occur on  January 1 of any  calendar  year,  then the
Breakpoint shall be pro-rated on a per-diem basis.

<PAGE>


     (b) Licensee shall pay Licensor a royalty, on a semi-annual basis, of three
percent  (3%) of all annual  gross mail order sales of products  relating to the
Trade Name and the Know-How above $100,000.


     6.3 In no event shall the sales derived from  Licensee's  operations at the
Retail Store be included in the calculation of Retail Royalties.


     6.4 All amounts of  royalties  payable by  Licensee  to Licensor  hereunder
shall be paid without  deducting  therefrom any tax,  duty,  charge or other fee
payable in respect of such royalty payment.


     6.5 Payments due from  Licensee to Licensor  shall be deposited by Licensee
to the account of  Licensor,  as  Licensor  shall  specify  from time to time in
writing.


     6.6 Except as otherwise  determined,  any amount which is not paid when due
hereunder  shall bear  interest  per annum at the prime rate as published in The
Wall Street Journal from time to time. -----------------------


     6.7 The  obligations  of  Licensee  under  the Note and to make  Percentage
Royalty  and other  payments  hereunder  are  secured  by, and  entitled  to the
benefits  of, a security  interest  as  provided  in that  certain  Termination,
Release  and  Tri-Party  Agreement,  dated  the date  hereof  between  Licensor,
Licensee and Gerel Corporation, the landlord of the Retail Store.


         7.       Security Interest.

         7.1  Licensee  hereby  grants to  Licensor a security  interest  in the
Equipment and all proceeds and accounts receivable therefrom (the "Collateral"),
to secure the payment and  performance of Tenant's  obligations set forth in the
Note (the "Security Agreement").  Licensee hereby appoints Licensor its true and
lawful  attorney-in-fact  in its  name or  otherwise  to  execute  and  file any
financing  statement(s)  on behalf of Licensee and to do any and all acts and to
execute  and file any and all  documents  which  may be  necessary  to  realize,
perfect,  continue,   preserve  and  protect  the  security  interest  upon  the
Collateral.  Upon the  occurrence  of any event of default in the payment of any
amounts due under the Note  Licensor  shall be  entitled to exercise  all of the
rights and  remedies  of a secured  party  under the  Uniform  Commercial  Code.
Reasonable  attorneys' fees of the Licensor in enforcing any right or exercising
any  remedy  under  this  Security  Agreement  shall  be  deemed  a part  of the
obligation secured hereby.

<PAGE>


         8. Joint  Venture.  Licensor and Licensee  hereby agree to form a joint
venture which shall  provide for the equal  sharing of the profits  derived from
the  wholesale  operations  (i.e.  sales  made  at a  discount  to  restaurants,
supermarkets,  schools,  etc.) of the business  operated under the Trade Name by
Licensee  and/or  Licensor  (the  "Joint  Venture").  Each party  shall  provide
reasonable  access to the books and records  maintained by them for the purposes
of verifying the wholesale  profits.  Commencing  with calendar year 2001, if at
any time within the next three (3) full calendar years (i.e. 2001, 2002 and 2003
) less than forty percent (40%) of the total  wholesale  sales volume is derived
from the operations of Licensee, Licensor shall have the option to terminate the
Joint Venture upon ten (10) days notice to Licensee. Licensor and Licensee shall
pay to each other  fifty  (50%) of their  annual net  wholesale  revenues  on or
before  February 1 of each  calendar  year the Joint  Venture  is in  existence.
Anything  contained in this Article 8 to the  contrary  notwithstanding,  in the
event Licensor elects to terminate the Joint Venture as provided in this Article
8,  both  Licensor  and  Licensee  shall  retain  the  right to  continue  their
respective wholesale operations independent of one another.

     9.  Cooperation.   Licensor  hereby  covenants  and  agrees  to  reasonably
cooperate and share with Licensee its knowledge and  experience  with respect to
the mail order and wholesale  business it conducts  from time to time;  provided
however,  that such covenants  shall not be deemed to require  Licensor to share
any trade  secrets it may now have or may  develop  in the future  which are not
included within the Know-How. ------------



         10.      Records and Reporting.

         10.1 Licensee  shall deliver to Licensor a statement of all Revenues on
which Percentage  Royalties are due under this Agreement on a semi-annual  basis
(the "Semi-Annual  Royalty  Statement") on or before every October 1 and April 1
of each  calendar  year this  License is in  effect.  Each  Semi-Annual  Royalty
Statement shall present  information for gross retail (other than sales from the
Retail  Store) and mail order sales of the  Product by  Licensee  and such other
information   (including   information  regarding  customers)  as  Licensor  may
reasonably require.

         10.2  Licensee  shall keep  complete  and  accurate  books and  records
relating  to all mail order  sales and all sales from  locations  other than the
Retail Store in sufficient detail to allow the accrued  Percentage  Royalties to
be accurately  determined  and verified.  Licensee shall preserve such books and
records for a period of six years following the date of any statement  delivered
hereunder.  Licensor  (or its duly  authorized  representatives)  shall have the
right at its sole cost and expense, from time to time during the Term upon seven
(7) business days prior notice and during normal  business hours, to inspect the
relevant  records of Licensee to the extent  necessary to verify the accuracy of
the reports and payments  required  hereunder.  Licensee  shall make its records
available  for such  inspection  at such place or places  where such records are
customarily  kept,  upon  notice from  Licensor.  Licensor  shall hold  strictly
confidential all such records and  information,  other than the total amounts of
royalties  paid,  and all  information  learned  in the  course  of any audit or
inspection hereunder, except to the extent necessary for Licensor to reveal such
information  in order to enforce any rights it may have under this  Agreement or
if   disclosure  is  required  by  law.  The  failure  of  Licensor  to  request
verification of any report or statement  during the Term shall not be considered
acceptance of the accuracy of such report.

<PAGE>


     10.3   Simultaneously   with  the  delivery  of  each  Semi-Annual  Royalty
Statement,  Licensee shall pay to Licensor the Percentage  Royalties reported as
being due without set-off or reduction of any kind.


     10.4 Licensee and Licensor shall file all required tax filings  relating to
this Agreement.  Each party hereto shall maintain all documents  supporting such
tax  filings  and shall  make such  documents  available  to the other  upon its
reasonable request.

         10.5 All disputes, controversies or differences which may arise between
the  parties  hereto out of, in relation  to, or in  connection  with  Article 6
hereof or this  Article  10,  including,  but not  limited  to, the  Semi-Annual
Royalty Statements and the completeness and accuracy of the books and records of
the Licensee,  shall be finally  settled and  determined  by one (1)  nationally
recognized  independent accounting firm if the Licensor and Licensee are able to
agree to such a firm and, in the absence of such  agreement,  by decision of the
majority of three (3) nationally  recognized accounting firms with one such firm
chosen by each party hereto (the "Designated Accounting Firms") and a third such
firm chosen  jointly by the Designated  Accounting  Firms.  All costs,  fees and
expenses  actually  incurred by either  party solely with respect to any dispute
submitted for resolution pursuant to this Section 10.5 shall be share equally by
Licensor and Licensee.  Notwithstanding the foregoing,  with respect of monetary
disputes only, if either Licensor's or Licensee's position in such dispute(s) is
determined to be entirely  correct,  then the prevailing party shall be entitled
to collect all of its costs, fees and expenses actually incurred with respect to
such dispute.

         11.      Covenants of Licensee.

         11.1 Licensee  covenants (a) that the goods and merchandise  sold under
the Trade Name (the  "Product") and the production,  distribution  and packaging
thereof shall be of a high standard and of such taste, appearance and quality at
least equal to that currently offered for sale by Licensor from the Retail Store
in order to at least  maintain the good will  pertaining to the Trade Name,  (b)
that  the  Product  shall be  produced,  sold,  distributed  and  advertised  in
accordance  with  all  applicable  laws,  and  (c)  that  the  policy  of  sale,
distribution,  and/or  exploitation  by  Licensee  shall  in no  manner  reflect
adversely upon the Trade Name.  Licensee  further agrees that all rights granted
herein shall be exploited and/or exercised so as not to interfere with,  detract
from or alter the concepts  associated  with the Trade Name used by Licensor and
that Licensee  shall use its  commercially  reasonable  efforts to preserve such
concepts.  Anything  contained  herein to the contrary  notwithstanding,  to the
extent Licensee retains the production  facilities for the Know-How  recommended
by Licensor, Licensee shall have not liability under this License for the taste,
appearance and quality of the goods produced by such facility.



     11.2  Licensee  shall  comply with any and all  national,  federal,  state,
county and municipal statutes,  laws, ordinances,  regulations,  rules or orders
(collectively,  "Regulations"),  including without  limitation,  all Regulations
regarding labor, safety for workers and consumer protection and shall obtain, at
its own expense,  any variances,  special  exceptions,  zoning approvals and all
licenses and other permits required by governmental authorities.

<PAGE>


         12.      Indemnification.

         12.1 Licensee  shall  defend,  protect,  indemnify,  reimburse and hold
harmless Licensor and any of its affiliates,  representatives or agents,  during
and after the Term,  from and  against  the full  amount of any and all  claims,
demands, losses, liabilities and expenses, including but not limited to, fees of
legal counsel,  whether arising during or after the Term, and whether alleged or
proven,  which arise out of: (a) the Licensee's use of the Trade Name, including
the  operations  of any retail  store  under the Trade Name  (including  without
limitation,  the Retail  Store);  (b) the  termination  of this Agreement or the
License by Licensor due to Licensee's  default under this License,  the Note, or
that certain Termination,  Release and Tri-Party Agreement of even date herewith
by and between Licensor, Licensee, and the landlord of the Retail Store; (c) the
acts or omissions of Licensee or any of the Licensee's  agents,  representatives
or employees;  (d) the inaccuracy or incorrectness in any material respect as of
the date hereof of any  representation or warranty made by Licensee;  or (e) the
default by Licensee in the performance of any of its material  obligations under
this Agreement.  Notwithstanding the foregoing,  the  indemnification  contained
herein  shall not be deemed to include  claims by third  parties  that the Trade
Name violates intellectual property rights of said third party.



     12.2 Licensor shall defend, protect, indemnify, reimburse and hold harmless
Licensee and any of its affiliates,  representatives or agents, during and after
the Term,  from and  against  the full  amount of any and all  claims,  demands,
losses,  liabilities  and expenses,  including but not limited to, fees of legal
counsel, arising out of Licensor's operations from the Retail Store prior to the
date hereof.


     13.  Duration of Agreement.  This  Agreement  shall begin on the date first
noted above and thereafter  shall be perpetual,  unless  terminated  pursuant to
Article 15 hereof or otherwise  terminated by written  agreement of Licensor and
Licensee (the "Term"). ---------------------


         14. Representations and Warranties of Licensee. (a) Licensee represents
and warrants to Licensor that:

              The execution and delivery of this  Agreement and the  performance
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
appropriate corporate action;

              The  performance by Licensee of any of the terms and conditions of
this  Agreement on its part to be performed  does not and will not  constitute a
breach  or  violation  of any  judgment,  decree  or order or any  agreement  or
understanding, written or oral, to which it is a party or by which it is bound;



<PAGE>

              Licensee is duly organized and validly incorporated under the laws
of the  State  of New  York  and is in good  standing  under  such  laws  and is
qualified  to do  business  in  every  jurisdiction  in each  state  where  such
qualification is necessary;

              Licensee  has the right,  power and  authority  to enter into this
Agreement and receive the rights and license granted hereby.

         (b)      Licensor represents and warrants to Licensee that:

              Gross  sales  of the  Retail  Store  for the  fiscal  year  ending
December 31, 1997,  including gross mail order sales,  were at least One Million
Two Hundred Thousand ($1,200,000) Dollars;

              The execution and delivery of this  Agreement and the  performance
of the  transactions  contemplated  hereby  have  been  duly  authorized  by all
appropriate corporate action;

              The  performance by Licensor of any of the terms and conditions of
this  Agreement on its part to be performed  does not and will not  constitute a
breach  or  violation  of any  judgment,  decree  or order or any  agreement  or
understanding, written or oral, to which it is a party or by which it is bound;

              Licensor is duly organized and validly incorporated under the laws
of the  State  of New  York  and is in good  standing  under  such  laws  and is
qualified  to do  business  in  every  jurisdiction  in each  state  where  such
qualification is necessary;

              Licensor  has the right,  power and  authority  to enter into this
Agreement and receive the rights and license granted hereby.

         15.      Termination.

         15.1 Licensor  shall have the right to terminate this  Agreement,  upon
forty-five  (45) days' notice to  Licensee,  only if at any time during the Term
Licensee  shall default in the payment of any of the amounts due under the Note,
provided that Licensee has not cured such default prior thereto. In the event of
a default in the payment of  Percentage  Royalties or a breach of the  covenants
contained  in  Article 11 above,  Licensor's  sole  remedy  shall be to bring an
action  against  Licensee for (i) the past due  Percentage  Royalties,  and (ii)
specific performance of the covenants contained in Article 11 hereof. Any notice
of default delivered by Licensor shall specify the nature of said default.  This
Agreement  and the License shall  automatically  terminate  unless  subsequently
waived by Licensor in writing, if any one of the following events shall occur:

                  (a)  Licensee  shall  become  insolvent,   suspend  its  usual
business or be declared by a court of competent jurisdiction to cease to exist;

<PAGE>


                  (b) Licensee  shall make a general  assignment for the benefit
         of its  creditors,  commence  any  proceeding  relating  to it  seeking
         discharge  or the  reduction  of debts,  an  arrangement,  composition,
         reorganization or any other form of relief from its creditors or from a
         court   or   governmental    agency   pursuant   to   any   bankruptcy,
         reorganization,   arrangement,   readjustment  of  debt,  receivership,
         dissolution  or   liquidation,   law,   statute  or  procedure  of  any
         jurisdiction  (federal,  state or municipal)  for relief of financially
         distressed debtors (each of the foregoing a "Debtor Relief Procedure");
         or

     (c) a Debtor Relief  Procedure shall be instituted,  initiated or commenced
against  Licensee  hereunder  for any  obligation  of Licensee  and an order for
relief is entered or the petition is controverted but is not dismissed within 30
days after the commencement of the case or the substantial  equivalent occurs or
the Debtor Relief Procedure is not dismissed or otherwise  terminated  within 30
days of its commencement.


     15.2 If this  Agreement  is  terminated  pursuant  to this  Article 15, all
interests of the Licensee under this  Agreement,  and in all rights and licenses
granted hereunder,  shall cease forthwith. In addition,  Licensor shall have the
right to exercise  its rights  under the Security  Agreement.  Such  termination
shall not  affect or  diminish  Licensee's  liability  hereunder  or  Licensee's
obligations to Licensor,  including  without  limitation,  the obligation to pay
accrued and unpaid royalties  hereunder,  all of which obligations shall survive
such termination.

         15.3   Anything   contained   in  this   Article  15  to  the  contrary
notwithstanding,  in the event (i) Licensee  disputes  the amount of  Percentage
Royalties owed pursuant to Article 6 hereof,  (ii) such dispute is submitted for
resolution  pursuant to Section  10.5 above,  and (iii)  Licensee is  determined
pursuant  to  Section  10.5 to  have  defaulted  in the  payment  of  Percentage
Royalties,  Licensee shall have ten (10) days after such  determination  to cure
such default.  In the event Licensee shall fail to cure within said ten (10) day
period,  Licensor shall thereafter have the right to exercise all the rights and
remedies granted it pursuant to this Agreement.

     16.   Notice.   All  notices,   consents,   requests,   demands  and  other
communications  required  or  permitted  to be given under this  Agreement  (the
"Notices"),  shall be in writing and delivered personally, by facsimile, or by a
nationally recognized overnight courier service, receipt acknowledged, or mailed
by registered or certified  mail,  postage  prepaid,  return receipt  requested,
addressed to the parties  hereto (or to such address as the parties hereto shall
specify by notice given in ------ accordance with this provision):


<PAGE>


                  (a)      If to the Licensor:

                           Creative Bakeries, Inc.
                           20 Passaic Avenue
                           Fairfield, N.J.  07004
                           Attn: Mr. Phil Grabow, President

                           with a copy to:

                           Pryor Cashman Sherman & Flynn LLP
                           410 Park Avenue
                           New York, New York 10022-4441
                           Attn: Richard Frazer, Esq.

                  (b)      If to the Licensee:

                           JW Enterprises, Inc.
                           1100 Madison Avenue
                           New York, New York 10028
                           Attn: Mr. Edward Abrahmson

                           with a copy to:

                           Bondy & Schloss LLP
                           6 East 43rd Street
                           New York, New York 10017
                           Attn: Gerald Adler, Esq.

All such  Notices  shall be  deemed  given  when  personally  delivered  or when
transmitted  by  facsimile  with  confirmation  as  aforesaid,  or, if mailed as
aforesaid,  on the third  business  day after the mailing  thereof or on the day
actually received, if earlier,  except for a notice of a change of address which
shall be effective and deemed to have been given only upon receipt.

     17. Waivers.  No waiver of any provision of this Agreement or of any breach
hereof shall be effective  unless in writing and signed by the party to be bound
thereby.  The waiver by any party  hereto of a breach of any  provision  of this
Agreement,  or of any representation,  warranty,  obligation or covenant in this
Agreement by any other party  hereto,  shall not be construed as a waiver of any
subsequent  breach  of the  same  or of  any  other  provision,  representation,
warranty,  obligation  or  -------  covenant  of such  other  party,  unless the
instrument of waiver expressly so provides.


     18.  Governing  Law.  This  Agreement  shall be governed by an construed in
accordance  with the laws of the State of New York,  with  respect to  contracts
made and to be fully performed therein,  without regard to the conflicts of laws
principles thereof. -------------

<PAGE>



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


         20. Entire  Agreement.  This Agreement  constitutes the sole and entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes  all  prior  agreements,  representations,   warranties,  statements,
promises,  arrangements and understandings,  whether oral or written, express or
implied,  between the parties with respect to the subject  matter hereof and may
not be changed or  modified  except by an  instrument  in writing  signed by the
party or parties to be bound  thereby.  This  Agreement  has been subject to the
mutual  consultation,  negotiation and agreement of the parties hereto and shall
not be  construed  for or  against  any party  hereto on the basis of such party
having drafted this Agreement.



     21. Assignment. No party hereto may assign this Agreement or its respective
rights,  benefits or obligations  hereunder without the prior written consent of
the other party,  which consent shall not be  unreasonably  withheld or delayed.
Notwithstanding the foregoing,  Licensor,  may assign, without the prior consent
of Licensee, a portion or all of the Percentage Royalty to such person or entity
that the  Licensor  may  designate  from  time to time by  notice  to  Licensee.
----------


     22. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors,  heirs,  personal  representatives,
administrators,  executors  and  permitted  assigns.  Nothing  contained in this
Agreement  is  intended  to confer  upon any  person or  entity,  other than the
parties hereto, or their respective successors, heirs, personal representatives,
administrators,   executors  or  permitted   assigns,   any  rights,   benefits,
obligations,  remedies or liabilities under  -------------- or by reason of this
Agreement.


     23. Section Headings. The Section headings used in this Agreement have been
used  for  convenience  of  reference  only  and  are  not to be  considered  in
construing or interpreting this Agreement. ----------------


     24. Severability.  If one or more terms or provisions of this Agreement are
held to be  unenforceable  under  applicable  law,  such  provision(s)  shall be
excluded from this Agreement and the balance of this  Agreement  shall remain in
full force and effect. ------------



     25. Further  Assurances.  The parties  shall,  at any time and from time to
time after the date hereof and through and after the date of  execution  hereof,
upon the reasonable request of the other party, execute,  acknowledge,  file and
deliver or cause to be done,  executed,  filed or delivered,  such further acts,
assignments,   transfers  and  assurances  as  may  be  reasonably  required  to
effectively  consummate this Agreement and the transactions  contemplated hereby
or to confirm or otherwise effectuate  ------------------ the provisions of this
Agreement.

<PAGE>



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

                                                     Licensor:

                                                     CREATIVE BAKERIES, INC.


Witness:  ___________________                        By: _____________________
                                                     Name:        Phil Grabow
                                                     Title:       President

                                                     Licensee:


                                                     JW ENTERPRISES, INC.


Witness:  ___________________                        By: _____________________
                                                     Name:     Judith Adler
                                                     Title:    President