Exhibit 10.3

                                   PROMISSORY NOTE

Principal Amount:                                  Effective as of:


US $  94,201.00                                       September 30, 2005



Amount; Interest Rate        FOR VALUE RECEIVED, Brooklyn Cheesecake &
                             Desserts Company, Inc., a corporation
                             organized and existing under the laws of New
                             York, with offices at 20 Passaic Avenue,
                             Fairfield, New Jersey 07004 (the "Obligor"),
                             promises to pay to the order of Anthony
                             Merante, residing at 46 Davenport Road,
                             Yonkers, New York 10710 (the "Payee"), the
                             principal sum of Forty One Thousand Two
                             Hundred and 49 Cents United States
                             Dollars(US$41,200.49), and interest on the
                             outstanding principal balance from the date
                             hereof at the rate of eight and one half
                             percent (8.5%) per annum.

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

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


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


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Default Interest             The outstanding balance of any amount owing
                             under this note which is not paid when due
                             shall bear interest at the rate of twelve and
                             a half percent (12.5%) per annum.

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

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

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

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


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

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

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

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

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


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

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

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

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

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

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

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

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

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


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                                      OBLIGOR
                                      Brooklyn Cheesecake & Desserts Co.
                                      Inc.

                                      By: _________________________

                                      Name: Ronald L. Schutte

                                      Title: Chief Executive Officer



CONFIRMATION

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

By: ___________________________
Name:
Title: Director