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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





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             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 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").


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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.

       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.


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       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.

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.


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       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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