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                              EMPLOYMENT AGREEMENT

          AGREEMENT,  dated as of January 23rd, 1997 between  WILLIAM  GREENBERG
JR.  DESSERTS AND CAFES,  Inc., a New York  corporation,  (the  "Company"),  and
PHILIP GRABOW (the "Employee"):

                               W I T N E S S E T H

          WHEREAS, the parties wish to make provisions for the employment of the
Employee by the Company upon the terms and conditions hereinafter set forth; and

          WHEREAS,  the parties  recognize and acknowledge  that under the terms
and  conditions  hereinafter  set forth,  the  Employee  will be employed  for a
specified term, subject to the terms and conditions of this Agreement;

          NOW,   THEREFORE,   in   consideration   of  the  mutual   provisions,
representations  and warranties set forth below, and for other good and valuable
consideration, it is hereby agreed as follows:

          1. Employment.  Subject to the terms and conditions of this Agreement,
the Company  hereby agrees to the  employment of the Employee,  and the Employee
hereby accepts such employment, upon the terms and conditions set forth herein.

          2. Term. Subject to the provisions of Section 8 hereof, the Employee's
employment  under this Agreement shall commence on the date hereof and shall end
on December 31, 1998.  Subject to the provisions of Section 8 hereof,  after the
expiration of such initial period, this Agreement shall automatically be renewed
for an additional one-year period, and thereafter shall be automatically renewed
for successive  one-year periods,  on all the remaining terms and conditions set
forth herein,  unless either party elects not to renew this  Agreement by giving
written notice to the other at least 60 days before a scheduled expiration date.

          3.  Position  and Duties.  (a) The  Employee  shall serve as the Chief
Executive Officer and President of the Company and shall have such other duties,
consistent  with such  position,  as from time to time may be  prescribed by the
Board of Directors of the Company (the "Board"). In addition, the Employee shall
be entitled to a seat on the Board of  Directors  of the Company and each of its
subsidiaries.

                                        

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               (b) During the term of this Agreement (the "Term"),  the Employee
shall perform and discharge  well and faithfully all duties that may be assigned
to him by the Company from time to time in accordance with this  Agreement,  and
the  Employee  shall  devote his best  talents,  efforts  and  abilities  to the
performance of his duties  hereunder.  The Employee,  without the consent of the
Board of  Directors,  shall not  discharge  any  employee  of the Company or its
subsidiaries  whose base salary is in excess of fifty thousand dollars ($50,000)
per annum.

               (c) During the Term,  the Employee shall perform such duties on a
full-time basis and, without the express prior written consent of the Board, the
Employee shall have no other employment or related outside  business  activities
whatsoever;  provided,  however,  that, subject to the provisions of Section 11,
the  Employee  shall not be  precluded  from  devoting  to  personal or business
affairs such time as shall not materially  interfere with the performance of his
duties hereunder.

          4. Compensation. The Company shall pay the Employee during the Term an
annual  salary in  respect  of each year of the Term (and a pro rata  portion of
such  amount for any  portion  of the Term that is less than a  calendar  year),
payable in accordance with the customary payroll  practices of the Company.  The
Employee's  salary for the period from the date hereof through December 31, 1997
shall be $250,000 per annum.  The Employee's  salary for the period from January
1, 1998 through December 31, 1998 shall be $150,000 per annum. Such salary shall
thereafter be reviewed, no less frequently than annually, by the Board and shall
be subject to such increases (but no  decreases),  if any, as the Board,  in its
sole discretion, from time to time may determine.

          5. Benefit  Plans.  During the Term, the Employee shall be eligible to
participate,  subject to meeting any eligibility requirements,  in the Company's
major  medical and  hospitalization  programs and any and all other  benefit and
bonus  programs  made  available  by the  Company to its senior  employees.  The
Company  shall  have the right,  from time to time,  in its  discretion,  to the
extent  permitted  by  applicable  law (but only if all senior  employees of the
Company are similarly treated),  to supplement,  amend, replace or terminate the
foregoing plans, reduce the benefits provided thereunder, or increase the amount
of the  Employee's  contribution.  Any  benefits  to which the  Employee  may be
entitled under the foregoing plans (as the same may be supplemented,  amended or
replaced,  the "Benefit  Plans") shall be provided to him in accordance with the
respective terms thereof.

          6.  Expenses.  (a) During the Term, the Company shall pay or reimburse
the Employee for all business expenses actually incurred or paid by the Employee
in the  performance of his services  hereunder,  provided that (i) such expenses
are reasonable and (ii) the Employee  submits expense  statements or vouchers or
such  supporting  information  as the  Company  may  reasonably  require  of the
Employee.

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               (b) During the Term,  the Company shall furnish the Employee with
a monthly  allowance of $650.00 before taxes for the use of an automobile by the
Employee  in  connection  with his duties  hereunder,  and shall  reimburse  the
Employee for all  repairs,  registration,  insurance  and  maintenance  expenses
incurred by the Employee in connection with his use thereof.

          7.  Vacations.  The Employee  shall be entitled to four (4) weeks paid
vacation  during each calendar year of the Term (and a pro rata portion  thereof
for any portion of the Term that is less than a calendar  year),  to be taken at
times as may mutually be agreed upon by the  Employee  and the  Company.  In the
event  vacation  days are not used in a given  calendar  year,  the Employee may
carry over and use these days or be paid for same upon the  termination  of this
Agreement, as Employee may elect.

          8. Termination. (a) In the event the Employee's employment terminates,
whether during the term of the Agreement or following the expiration of the term
of the  Agreement,  due to either a Without Cause  Termination or a Constructive
Discharge,  the Company shall, as liquidated  damages or severance pay, or both,
continue  to pay the  Employee's  base  salary  as in effect at the time of such
termination for the greater of (i) the remainder of the then-current term of the
Agreement,  or (ii) a period of twelve  months from the  effective  date of such
termination.  In the event the Employee's employment terminates,  whether during
the  term of the  Agreement  or  following  the  expiration  of the  term of the
Agreement, due to a Permanent Disability,  the Company shall continue to pay the
Employee's base salary as in effect at the time of such termination for a period
of six months from the date of such  termination;  provided,  that such  amounts
shall  be  offset  by any  amounts  otherwise  paid to the  Employee  under  the
Company's then-existing disability program. In addition,  earned but unpaid base
salary as of the date of termination of employment  shall be payable in full and
any incentive  compensation  bonus,  or  profit-sharing  plan  maintained by the
Company  had he been  employed  throughout  the  year in  which  such  bonus  is
calculated  shall be  payable  on a  pro-rated  basis for the year in which such
termination  of  employment  occurs  only.  The  Employee  shall be  entitled to
continued  group  hospitalization,  health and  dental  care  insurance  for the
periods specified in the Consolidated Omnibus Budget  Reconciliation Act of 1985
("COBRA") upon payment by the Employee of the amounts specified under COBRA. For
purposes hereof,  no Without Cause  Termination shall be effective until 30 days
after the Company has given notice of termination to the Employee.

               (b)  In  the  event  that  the  Employee's  employment  hereunder
terminates due to a Termination for Cause or the Employee terminates  employment
with the Company  for reasons  other than a  Constructive  Discharge,  Permanent
Disability  or  retirement  pursuant  to  the  Company's  retirement  plan  (the
"Retirement Plan"),  earned but unpaid base salary as of the date of termination
of employment  shall be payable in full.  However,  no other  payments  shall be
made,  or benefits  provided,  by the Company  under this  Agreement  except for
benefits payable under the Retirement Plan and benefits that have already become
vested under the terms of employee benefit programs

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maintained  by the Company or its  affiliates  for its  employees  and except as
otherwise required by law.

               (c) For purposes of this Agreement,  the following terms have the
following meanings:

                    (i) The term  "Termination  for Cause" means, to the maximum
extent  permitted by applicable law, a termination of the Employee's  employment
by the Company  because the Employee has (a)  materially  breached or materially
failed to perform his duties under  applicable law and such breach or failure to
perform  constitutes  self-dealing,  willful  misconduct  or  recklessness,  (b)
committed an act of dishonesty  in the  performance  of his duties  hereunder or
engaged in conduct  materially  detrimental to the business of the Company,  (c)
been convicted of a felony involving moral turpitude, (d) materially breached or
materially failed to perform his obligations and duties hereunder,  which breach
or failure the Employee shall fail to remedy within 30 days after written demand
from the  Company,  or (e) violated in any material  respect the  provisions  of
Section 9 or 11 below.

                    (ii) The term  "Constructive  Discharge" means a termination
of the Employee's  employment by the Employee due to a failure of the Company or
its successors  without prior consent of the Employee to fulfill its obligations
under this Agreement in any material respect, including (a) any failure to elect
or re-elect or to appoint or reappoint  the Employee to the offices of President
and Chief Executive Officer (or any equivalent titles with substantially similar
duties),  which  failure the Company  shall fail to remedy  within 30 days after
written  demand  from the  Employee,  or (b) any  other  material  change by the
Company in the functions,  duties or responsibilities of the Employee's position
with the Company which would  materially  reduce the ranking or level,  dignity,
responsibility,  importance or scope of such position,  which change the Company
shall fail to remedy within 30 days after written demand from the Employee.

                    (iii)  The  term  "Without   Cause   Termination"   means  a
termination  of the  Employee's  employment  by the Company  other than due to a
Permanent Disability,  retirement or expiration of the term of the Agreement and
other than a Termination for Cause.

                    (iv)  The  term  "Permanent  Disability"  means  permanently
disabled so as to qualify for full benefits  under the  Company's  then-existing
disability  insurance policy;  provided,  however,  that if the Company does not
maintain  any such  policy on the date of  termination,  "Permanent  Disability"
shall  mean the  inability  of the  Employee  to work  for a period  of six full
calendar months during any twelve consecutive  calendar months due to illness or
injury of a physical or mental nature,  supported by the completion of a medical
certification  form  outlining  the  disability  or treatment  issued by (i) the
Employee's attending physician or (ii) an alternate physician chosen by the

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Company as may be  necessary  in order to comply  with the  requirements  of the
Company's  insurance carrier (the costs incurred in connection with the issuance
of such additional medical certification shall be covered by the Company).

          9. Trade  Secrets;  Confidentiality.  (a) The Employee  recognizes and
acknowledges  that, in connection with his employment with the Company,  he will
have  access to  valuable  trade  secrets and  confidential  information  of the
Company and its Affiliates (as hereinafter defined),  including, but not limited
to,  operating,  technical and marketing  methods and that these are special and
unique assets of the Company's  business that are made available to the Employee
only in connection with the furtherance of his employment with the Company.  The
Employee agrees that he shall not at any time disclose any of such  confidential
information  or trade  secrets of the  Company or any of its  Affiliates  to any
Person (as  hereinafter  defined),  directly or indirectly,  or use same for any
reason or purpose whatsoever,  except: (i) in connection with the performance of
his duties under this Agreement;  (ii) with the express prior written consent of
the Company;  or (iii) as required by law to be divulged to a government  agency
or pursuant to lawful process.

                (b) For purposes of this Agreement:

                    (i) The term  "Affiliate"  of any  Person  means  any  other
Person  directly  or  indirectly  through  one  or  more  intermediary  Persons,
controlling,  controlled  by or under  common  control  with  such  Person.  For
purposes  of this  definition,  "control"  shall  mean the power to  direct  the
management and policies of such Person,  directly or  indirectly,  by or through
stock  ownership,  agency or otherwise,  or pursuant to or in connection with an
agreement,  arrangement  or  understanding  with one or more other Persons by or
through stock ownership,  agency or otherwise;  and the terms  "controlling" and
"controlled" shall have meanings correlative to the foregoing.

                    (ii) The term "Person"  means any  individual,  corporation,
partnership,    association,    joint-stock   company,   trust,   unincorporated
organization or joint venture.

          10. Return of Proprietary Information. In the event of the termination
of the Employee's  employment with the Company,  regardless of the cause of such
termination,  whether voluntary or involuntary,  the Employee shall immediately:
(i) return to the Company any original  records of the Company and (ii) purge or
destroy any computerized,  duplicated or copied records referred to in Section 9
that have been removed from the Company's premises.

          11.  Restrictive  Covenants.  (a)  During the Term and for a period of
three years immediately following the termination of the Employee's  employment,
regardless of the cause of such  termination,  whether voluntary or involuntary,
the Employee  shall not directly or indirectly on his own behalf or on behalf of
any Person

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in an area  comprising the states of New Jersey and New York:  (i) own,  manage,
operate,  control,  be employed by, participate in, provide consulting  services
to, or be connected or associated in any manner with the ownership,  management,
operation,  or control of any business  involving the  production,  marketing or
distribution  of pastries,  cakes,  pies,  cookies,  batter and  frozen-finished
cakes, brownies, muffins or other assorted desserts, or (ii) persuade or seek to
persuade any supplier,  customer,  contractor,  employee, agent or consultant or
other  Person  having  business   relations  with  the  Company  to  cease  such
relationship;  provided,  however, nothing set forth in this Section 11(a) shall
preclude the Employee from providing consulting services to J.P. Veggies, Inc.

               (b) The  Employee  acknowledges  and agrees that the  restrictive
covenants  set  forth  in this  Section  11 (the  "Restrictive  Covenants")  are
reasonable  and  valid in  geographical  and  temporal  scope  and in all  other
respects. If any court determines that any of the Restrictive Covenants,  or any
part thereof,  is invalid or  unenforceable,  the  remainder of the  Restrictive
Covenants  shall not  thereby  be  affected  and shall be given  full  force and
effect, without regard to the invalid or unenforceable parts.

               (c)  If  any  court   determines  that  any  of  the  Restrictive
Covenants, or any part thereof, is invalid or unenforceable for any reason, such
court  shall have the power to modify  such  Restrictive  Covenant,  or any part
thereof,  and, in its modified  form,  such  restrictive  covenant shall then be
valid and enforceable.

          12. Equitable  Relief. In the event of a breach by the Employee of any
of the covenants  contained in Sections 9, 10 or 11 hereof, the Company shall be
entitled to a temporary  restraining  order, a preliminary  injunction  and/or a
permanent  injunction  restraining  the Employee from breaching or continuing to
breach any of said  covenants.  Nothing herein  contained  shall be construed as
prohibiting  the Company from pursuing any other  remedies that may be available
to it for such breach including the recovering of damages.

          13. Severability. Should any provision of this Agreement be held, by a
court of competent jurisdiction, to be invalid or unenforceable, such invalidity
or   unenforceability   shall  not  render  the  entire  Agreement   invalid  or
unenforceable,  and this Agreement and each individual provision hereof shall be
enforceable and valid to the fullest extent permitted by law.

          14. Successors and Assigns.  This Agreement and the benefits hereunder
are  personal to the  Company  and are not  assignable  or  transferable  by the
Employee.  The services or any specified  portion thereof to be performed by the
Employee  hereunder  may be assigned  by the  Company to any of its  Affiliates.
Subject to the foregoing,  this Agreement shall be binding upon and inure to the
benefit of the Company and it  successors  and assigns and the  Employee and his
heirs and legal representatives.

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          15.  Governing  Law. This  Agreement  shall be construed in accordance
with and  governed by the laws of the State of New York,  without  regard to the
conflicts of laws rules thereof.

          16. Dispute  Resolution.  (a) If a dispute arises out of or relates to
this  Agreement,  or the breach  thereof,  and if such dispute cannot be settled
through negotiation,  the parties agree first to try in good faith to settle the
dispute by mediation administered by the American Arbitration  Association under
its  Commercial  Mediation  Rules before  resorting to arbitration or some other
dispute resolution procedure.

               (b) Except as provided in Section 12 hereof, any dispute or claim
arising out of or  relating  to this  Agreement  or the breach  thereof  will be
settled by arbitration  before a single  arbitrator in accordance with the rules
of the American  Arbitration  Association then in effect,  and judgment upon the
award   rendered  by  the   arbitrator  may  be  entered  in  any  court  having
jurisdiction. Any such arbitration will be conducted in New York.

          17. Notices.  (a)  Any  notice  or  other  communication  required  or
permitted  hereunder  shall be in writing and shall be delivered  personally  by
hand or by recognized overnight courier, telecopied or mailed as follows:

                           (i) If to the Company, to:

                 William Greenberg Jr. Desserts and Cafes, Inc.
                              533 West 47th Street
                            New York, New York 10036
                             Fax No.: (212) 586-2418
                Attention: Stephen Fass, Executive Vice President


                          (ii) If to the Employee, to:

                                  Philip Grabow
                                J.M. Specialties
                                  222 New Road
                          Parsippany, New Jersey 07054
                             Fax No.: (201) 808-0203

               (b) Each such notice or other  communication  shall be  effective
(i) if given by telecopier,  when such telecopy is transmitted to the telecopier
number specified in Section 17(a) (with  confirmation of  transmission)  (ii) if
mailed by registered or certified mail, postage prepaid, three (3) business days
after deposit in the mails or (iii) if given by any other means,  when delivered
at the  address  specified  in  Section  17(a).  Any  party by  notice  given in
accordance with this Section 17 to the other party

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may designate  another  address (or telecopier  number) or person for receipt of
notices hereunder. Notices by a party may be given by counsel to such party.

          18.  Withholding.  All payments  required to be made by the Company to
the Employee under this Agreement shall be subject to withholding taxes,  social
security and other payroll  deductions in accordance with the Company's policies
applicable  to  employees  of  the  Company  at the  Employee's  level  and  the
provisions of the Benefit Plans.

          19.  Complete  Understanding.  This  Agreement  supersedes  any  prior
contracts,  understandings,  discussions  and agreements  relating to employment
between the Employee and the Company and constitutes the complete  understanding
between the parties with respect to the subject  matter  hereof.  No  statement,
representation,  warranty or covenant has been made by either party with respect
to the subject matter hereof except as expressly set forth herein.

          20. Modification;  Waiver. (a) This Agreement may be amended or waived
if, and only if, such amendment or waiver is in writing and signed,  in the case
of any  amendment,  by the Company and the Employee or, in the case of a waiver,
by the party against whom the waiver is to be  effective.  Any such waiver shall
be effective only to the extent specifically set forth in such writing.

               (b) No  failure  or delay by any party in  exercising  any right,
power or privilege  hereunder shall operate as a waiver  thereof,  nor shall any
single or  partial  exercise  thereof  preclude  any other or  further  exercise
thereof or the exercise of any other right, power or privilege.

          21. Mutual  Representations.  (a) The Employee represents and warrants
to the  Company  that the  execution  and  delivery  of this  Agreement  and the
fulfillment  of the terms  hereof  (i) will not  constitute  a default  under or
conflict  with any  agreement or other  instrument  to which he is a party or by
which he is bound and (ii) do not require the consent of any Person.

               (b) The Company represents and warrants to the Employee that this
Agreement  has been duly  authorized,  executed and delivered by the Company and
that the fulfillment of the terms hereof (i) will not constitute a default under
or conflict with any agreement or other  instrument to which it is a party or by
which it is bound and (ii) do not require the consent of any Person.

               (c) Each party hereto  warrants and  represents to the other that
this  Agreement  constitutes  the valid and  binding  obligation  of such  party
enforceable against such party in accordance with its terms.

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               22. Headings.  The headings in this Agreement are for convenience
of reference only and shall not control or affect the meaning or construction of
this Agreement.

               23.  Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures  thereto and hereto  were upon the same  instrument.  This  Agreement
shall become  effective when each party hereto shall have received  counterparts
hereof signed by the other party hereto.

               IN  WITNESS  WHEREOF,  the  Company  has caused  this  Employment
Agreement to be duly executed in its corporate  name by one of its officers duly
authorized  to enter into and  execute  this  Agreement,  and the  Employee  has
manually signed his name hereto, all as of the day and year first above written.


                                                 WILLIAM GREENBERG JR. DESSERTS
                                                 & CAFES, INC.

                                                 By:  /s/ Stephen Fass
                                                      --------------------------
                                                      Stephen Fass, President


                                                      /s/ Philip Grabow
                                                      --------------------------
                                                      Philip Grabow

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