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         Exhibit 10.27

         AMENDMENT AGREEMENT


THIS AMENDMENT AGREEMENT is made as of this 10th day of March, 1998, between
Creative Bakeries, Inc., a New York corporation ("Purchaser") and Yona Abrahami
("Seller"). All capitalized terms not defined herein shall have the meanings
ascribed to such terms in the Stock Purchase Agreement (as such term is defined
below).

         W I T N E S S E T H:
         - - - - - - - - - -


WHEREAS, Purchaser, Seller and Chatterley Elegant Desserts, Inc. (the "Company")
entered into that certain Stock Purchase Agreement dated as August 27, 1997 (the
"Stock Purchase Agreement"), pursuant to which Purchaser purchased from Seller
all of the capital stock of the Company (the "Stock");

WHEREAS, in payment of the purchase price (the "Purchase Price") for the Stock,
Purchaser delivered to Seller 1,300,000 shares of common stock of Purchaser
("Creative Shares");

WHEREAS, Purchaser has made a claim (the "Claim") for indemnification against
Seller based upon certain alleged misrepresentations and warranties of Seller
contained in the Stock Purchase Agreement relating to certain financial
statements of the Company furnished by Seller to Purchaser;

WHEREAS, the parties hereto have reached a mutually satisfactory resolution of
all issues and disputes relating to the Claim; and

WHEREAS, the parties wish to make certain other amendments to the Stock Purchase
Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
agreements and warranties herein contained, the parties agree as follows:

1.       Amendment to Stock Purchase Agreement.

1.1      Non-Survival of Financial Statement Representations. Notwithstanding
anything in the Stock Purchase Agreement to the contrary, the provisions of
Sections 4.10, 4.13(a), 4.14(a)(iii), the first sentence of 4.14(b), 4.20 and
4.21 of the Stock Purchase Agreement shall be deleted in their entirety and
shall have no further force and effect and each party hereto shall have no
further liability or obligation to any other party hereto pursuant to such
provision. In addition, effective as of the date of the Stock Purchase
Agreement, (i) the phrase in the second sentence of Section 4.17 of the Stock
Purchase Agreement which reads "... the Company has paid in all respects or
accrued all amounts due thereunder to be satisfied or provided for through the
date hereof ..." shall be deleted and (ii) the first sentence of Section 4.26 of
the Stock Purchase





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Agreement is amended to add the phrase "as amended by the Amendment Agreement
dated March 10, 1998" after the word "Agreement" and to delete the phrase "nor
the Company Financial Statements, nor any other financial statements."

1.2      Non-Survival of Representations and Warranties. The Stock Purchase
Agreement is hereby further amended to provide that the remaining
representations and warranties (other than representations and warranties
relating to Taxes which shall survive for the applicable statute of limitations)
contained therein shall not survive beyond the second anniversary of the Stock
Purchase Agreement (the "Survival Period") and all claims for indemnification
under Section 6.2 of the Stock Purchase Agreement must be made to Seller in
writing prior to expiration of the applicable Survival Period.

         1.3 Release of Certain Matters. Purchaser hereby irrevocably waives and
         surrenders any and all rights and claims in respect of, and hereby
         irrevocably releases and discharges Seller from and against all
         actions, claims, and demands (at law or in equity) which Purchaser
         and/or its successors and assigns ever had, now have or hereafter can,
         shall or may have, relating to or arising out of any alleged
         misrepresentations and/or breaches of warranty or from any inaccuracies
         contained in those provisions of the Stock Purchase Agreement referred
         to in the first sentence of Section 1.1 hereof including, without
         limitation, the failure to reflect certain accounts payable of the
         Company in the financial statements of the Company furnished to
         Purchaser, any obligation of the Company to pay incentive bonuses to
         four employees of the Company identified by the Seller, any obligation
         of the Company with respect to common area charges under its building
         lease or any loss incurred by the Company solely arising out of any
         lien encumbering the landlord's real property created or incurred by
         the landlord (but not directly created or incurred by the Company or
         directly encumbering the Company's leasehold interest) (collectively,
         the "Disclosed Obligations") or based on any oral representations
         (whether made by Seller or by David Abrahami, a former officer of the
         Company), agreements or understandings including, but not limited to,
         those relating to the past and projected operating profitability and/or
         income and expenses of the Company or relating to the determination of
         the Purchase Price (collectively, the "Negotiations").

2.       Adjustment of Purchase Price.

         2.1 Resolution of Dispute. The parties hereto acknowledge and agree
         that they have, subject to the terms and conditions hereof, reached a
         mutually satisfactory resolution of all issues and disputes relating to
         the Claim, and that such resolution is final and binding upon all
         parties hereto. Each of the parties hereby irrevocably agrees that,
         subject to the terms and conditions hereof, there shall be no further
         adjustment of the Purchase Price pursuant to any claim pursuant to the
         terms of those provisions of the Stock Purchase Agreement referred to
         in the first sentence of Section 1.1 hereof or based upon the Disclosed
         Obligations or the Negotiations and Purchaser hereby irrevocably waives
         and surrenders any and all claims and rights that it has or may have to
         seek or propose any further adjustment of the Purchase Price pursuant
         to the terms of those provisions of the Stock Purchase Agreement
         referred to in the first sentence of Section 1.1 hereof or based upon
         Disclosed Obligations or the Negotiations.





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         2.2 Adjustment; Revocation of Board Resolution. The parties hereby
         agree that the Purchase Price adjustment shall be to adjust the number
         of Creative Shares paid as the Purchase Price to 1,100,000 which
         adjustment shall be made by Seller delivering certificates evidencing
         200,000 Creative Shares to Purchaser duly endorsed to Purchaser or with
         appropriately executed stock transfer powers attached. Purchaser shall
         promptly cause its Board of Directors to rescind the resolution
         previously adopted by such Board placing a "stop transfer" instruction
         on the remaining Creative Shares owned by Seller.

3.       Covenants of the Parties. The parties covenant and agree to the
         following:

         3.1 Covenant Not to Sue. Purchaser shall not initiate any legal action
         against David Abrahami based on those provisions of the Stock Purchase
         Agreement referred to in the first sentence of Section 1.1 hereof or
         based upon the Disclosed Obligations or the Negotiations; provided,
         however, that Purchaser reserves the right to assert any of the
         foregoing as defenses and/or counterclaims (the "Counterclaims") in any
         action initiated by David Abrahami; provided, further, however, that in
         the event that David Abrahami shall initiate legal action against
         Seller arising out, or related to, or in connection with, the assertion
         of the Counterclaims, Purchaser shall reimburse Seller for her
         reasonable attorneys' fees and expenses in defending such action and
         claims arising out of the Counterclaims up to $40,000.

         3.2 Confidentiality; No Admission. None of the parties shall disclose
         or publicize the terms of this Agreement or the transactions
         contemplated hereby without the prior written consent of the other
         party subject, in the case of Purchaser, to its disclosure obligations
         under applicable securities laws or pursuant to any listing agreement.
         Seller's execution of, and entry into, this Amendment Agreement, and
         her transfer of 200,000 Creative Shares to Purchaser, do not
         constitute, and/or may not be deemed or construed to be, an admission,
         declaration against interest or concession by Seller, whether express
         or implied, as to any wrongdoing, liability or responsibility with
         respect to any or all of the claims raised by Purchaser, whether as to
         herself or as to others, and neither this Amendment Agreement nor any
         of its contents shall be admissible in evidence, or used in any way for
         any purpose, in any subsequent litigation, arbitration, mediation or
         other dispute resolution proceedings, involving Purchaser, including,
         but not limited to, claim presentations, pleadings, motions, hearings,
         trial, depositions, written discovery proceedings, oral or written
         presentations or cross-examination of witnesses.

         3.3 Assumption of Liabilities. Purchaser acknowledges that, by
         operation of law, any currently unpaid obligations of the Company
         existing on the Closing Date of the Stock Purchase Agreement which are
         disclosed on Schedule A attached hereto continue to be obligations of
         the Company to be paid, discharged and/or otherwise satisfied in the
         business judgment of management of the Company or pursuant to lawful
         procedures afforded to creditors related to the enforcement of orders
         and/or judgments for the payment of money.



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4.       Miscellaneous.

         4.1 Amendment. This Agreement may be amended, modified or supplemented
         only by written agreement of the parties.

         4.2 Counterparts. This Agreement may be executed in counterparts, each
         of which shall be deemed an original, but all of which together shall
         constitute one and the same instrument.

         4.3 Applicable Law. This Agreement shall be governed by and construed
         and enforced in accordance with the internal laws of the State of New
         York without giving effect to the principles of conflicts of law
         thereof.

         4.4. Binding Agreement. No party hereto may assign its rights or
         delegate its obligations hereunder without the prior written consent of
         the other parties hereto. Subject to the foregoing, this Agreement
         shall be binding upon and inure to the benefit of the parties hereto
         and their respective successors and permitted assigns.

         4.5 Entire Understanding. This Agreement sets forth the entire
         agreement and understanding of the parties hereto with respect to the
         subject matter hereof. Except as amended pursuant to this Agreement,
         the provisions of the Stock Purchase Agreement and any other agreements
         between the parties relating to the Stock Purchase Agreement including,
         without limitation, the assumption or retention of certain liabilities
         of the Company, shall remain in full force and effect.

         4.6 Benefit of the Parties. Nothing herein contained shall confer or is
         intended to confer on any third party or entity which is not a party to
         this Agreement any rights under this Agreement.





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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.


CREATIVE BAKERIES, INC.



By:

Name:

Title:



Yona Abrahami




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