Exhibit 10.35
                             EMPLOYMENT AGREEMENT

      AGREEMENT  dated  as of the  1st day of  January  2005,  between  Brooklyn
      Cheesecake  & Desserts  Company,  Inc.,  a New York  corporation,  with an
      office at 20 Passaic Avenue,  Fairfield, New Jersey 07004 (the "Company"),
      and Anthony J. Merante,  residing at 46 Davenport Road, Yonkers,  New York
      10710 (the "Employee").

                                 WITNESSETH:

      WHEREAS, the Company desires to employ the Employee as the Chief Financial
      Officer,  and the Employee is willing to continue  such  employment  for a
      period  of three  (3) years  from the date of this  Agreement,  all on the
      terms hereinafter set forth;

      NOW, THEREFORE, the parties agree as follows:

      1.    Employment.  The Company  hereby  employs the  Employee as its Chief
            Financial  Officer  on the  terms set  forth  hereinafter  until the
            Expiration   Date  of  this   Agreement,   subject  to  any  earlier
            termination  as provided  for by this  Agreement,  and the  Employee
            hereby  accepts  such  employment.   The  Expiration  Date  of  this
            Agreement  shall  be the  third  anniversary  of the  date  of  this
            Agreement.  Except as otherwise  provided for in this Agreement,  in
            the event the Company  terminates  employment  of the  Employee  for
            "Cause" or the Employee wrongfully  terminates this Agreement or the
            Company  terminates this Agreement because of the material breach of
            this  Agreement by the Employee,  the Company shall be not be liable
            to  perform  its  obligations  under  the  terms of this  Agreement.
            "Cause"  means a breach of fiduciary  duty or duty of loyalty to the
            Company,  misappropriation  of  any  asset  or  opportunity  of  the
            Company,  failure to perform one's duties (other than because of the
            Company's  failure to pay compensation as provided in this Agreement
            or because of illness,  accident,  or other disability to the extent
            permitted in this  Agreement),  failure to perform one's duties in a
            competent  manner,  any other material breach of this Agreement,  or
            indictment  for any felony  regardless of whether the charge relates
            to the Company.  Except as otherwise provided for in this Agreement,
            in the event that the Company terminates  employment of the Employee
            without  Cause  or  wrongfully  terminates  this  Agreement  or  the
            Employee terminates this Agreement because of the material breach of
            this  Agreement  by the  Company,  the  Company  shall be  liable to
            perform its  obligations  under the terms of this  Agreement,  which
            shall include making payments to the Employee  pursuant to Section 4
            of this Agreement  until the Expiration  Date, and the Company shall
            pay the Employee severance pay in the amount of Ninety-six  Thousand
            United States Dollars  (U.S.$96,000),  which shall be in addition to
            any  amounts  that  may be paid  to the  Employee  pursuant  to this
            Agreement or under law.


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      2.    Duties. During his employment, the Employee shall have the title and
            serve as the  Chief  Financial  Officer  of the  Company  and  shall
            perform  such  reasonable   executive  duties  compatible  with  his
            position.  The office of the Company  located at 20 Passaic  Avenue,
            Fairfield,  New Jersey 07004 shall constitute the Employee's base of
            operations.  The  Company  may  change  the  base of  operations  to
            anywhere  within a radius of fifty  (50)  miles  from the  Company's
            present  location,  and the Employee shall not be required to render
            services on a permanent  basis  outside of this area.  The Employee,
            though,  shall  render  services  away from this area on a temporary
            basis and travel  wherever the Company may  reasonably  require.  If
            elected a director or officer of the Company or of any  affiliate of
            the  Company,  the  Employee  shall serve in that  capacity  without
            compensation other than as expressly provided in this Agreement.

      3.    Extent of Services.  The Employee will devote  substantially  all of
            his working time to performing his duties under this Agreement,  and
            during his employment with the Company the Employee will not (i) act
            for his own account in any manner which is  competitive  with any of
            the  business  of the  Company  or which  would  interfere  with the
            performance of his duties under this Agreement,  or (ii) serve as an
            officer,  director or  employee of or advisor to any other  business
            entity which is competitive with any of the business of the Company,
            or (iii) invest or have any financial interest,  direct or indirect,
            in any business competitive with any of the business of the Company,
            provided,  however, that notwithstanding the foregoing, the Employee
            may own up to 1% of the outstanding equity securities of any company
            engaged in any such competitive  business whose shares are listed on
            a  national   securities   exchange  or   regularly   quoted  in  an
            over-the-counter  market by one or more  members of a national or an
            affiliated  securities  association.  The Employee will be deemed to
            have an indirect  financial interest in any business in which any of
            the following has any financial  interest:  the Employee's spouse or
            any lineal descendant or ancestor of the Employee.  The Employee may
            make  personal  and  business  investments,  engage in personal  and
            business ventures, enter into other business relationships, and own,
            operate,  or manage  businesses that require minimal portions of the
            Employee's  working  day,  provided  that  such  activities  do  not
            interfere with and are not  inconsistent  with his duties  hereunder
            and are not competitive with any business of the Company.

4.    Compensation.

      4.1.  Salary.  The Company  shall pay the Employee a salary at the rate of
            Ninety-six  Thousand United States Dollars  (U.S.$96,000)  per year.
            Forty-eight  Thousand  United States  Dollars (U.S.  $48,000)  shall
            payable be in cash in equal,  weekly  installments,  and Forty-eight
            Thousand  United States  Dollars (U.S.  $48,000) shall be payable in
            either cash or stock,  which manner of payment shall be decided upon
            by mutual  agreement  between the Company and the  Employee.  In the
            event that the Company and Employee mutually agree to have a portion
            of  compensation  paid in stock,  then the stock  price  upon  which
            compensation  shall be based  will be the fair  market  value of the
            Company's  common shares  averaged over the twenty (20) trading days
            immediately preceding the date the Company and the Employee agree to
            pay the Employee in stock.  Thereafter  the Company shall review the
            Employee's salary at least annually,  but in any event, although the
            Company may increase, decrease, or not change the Employee's salary,
            his salary  shall not at any time be less than  Ninety-six  Thousand
            United States Dollars (U.S.$96,000) per year. The Employee shall not
            be entitled to overtime or other additional compensation as a result
            of services performed during evenings, weekends, or at other times.


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<PAGE>

      4.2.  Additional  Compensation.  The  Company  may  pay the  Employee,  as
            additional compensation,  a bonus of up to 250% of the salary of the
            Employee. The Compensation Committee of the Board of Directors shall
            determine  the  amount  of the  bonus.  Any such  bonus  that may be
            awarded shall be based upon performance-based  criteria and goals as
            established by the Compensation Committee. The Company shall pay any
            amount  owing to the Employee  under this Section 4.2 within  thirty
            (30)  days  after  the  award  of  the  bonus  by  the  Compensation
            Committee.

      4.3.  Deductions.   The  Company   shall  deduct  and  withhold  from  any
            compensation  payable  to the  Employee  under this  Agreement  such
            amounts as the Company is  required  to deduct and  withhold by law.
            The Company may also deduct and withhold from any such compensation,
            to the extent permitted by law, such amounts as the Employee may owe
            to the Company.

      4.4.  Option Agreement.  The Company shall grant the Employee options (the
            "Options") to purchase Two Hundred Thousand  (200,000) common shares
            of the Company at the price of Eights Cents ($.08) per share.

5.    Expenses.

      5.1.  The Company shall reimburse the Employee for all proper, normal, and
            reasonable  expenses  incurred  by the  Employee in  performing  his
            obligations under this Agreement upon the Employee's  furnishing the
            Company with reasonably  satisfactory evidence of such expenditures.
            The  Employee  shall  not incur any  unusual  or major  expenditures
            without the Company's prior written  approval.  Without limiting the
            foregoing,  the  Employee  shall not,  without the  Company's  prior
            written approval,  incur any travel expenses  (including the cost of
            transportation,  meals,  and lodging) in excess of Fifteen  Thousand
            United  States  Dollars  (U.S.$15,000)  in the aggregate for any one
            trip.   Notwithstanding  anything  else  to  the  contrary  in  this
            Agreement,  the  obligation of the Company to reimburse the Employee
            for  expenses  duly  incurred  pursuant  to this  Section  5.1 shall
            survive the  termination  or  expiration  of this  Agreement and the
            death or disability of the Employee.

6.    Benefits.

      6.1.  The Company shall provide the  Employee,  at the Company's  expense,
            with medical,  hospital,  and disability  insurance that is not less
            favorable  than  that  which  it  provides  to any  other  executive
            employee of the Company.


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<PAGE>

      6.2.  The  Employee  shall be  entitled  to 20 days  vacation  during each
            calendar year (January 1 to December 31) in addition to weekends and
            any holidays  that the Company  observes.  Unused  vacation days and
            holidays  may be  accrued  from one  year to the  next up until  the
            earlier of the termination or expiration of this  Agreement.  At the
            Employee's  sole option,  the Company shall pay the Employee for any
            unused  vacation  days and holidays that may have accrued to the end
            of any calendar year or the earlier of the termination or expiration
            of this Agreement within three (3) days after the Employee  provides
            the Company with  written  notice of the amount due pursuant to this
            Section 6.2. In the event of the Employee's death or disability, the
            Company  shall pay the  Employee  for any unused  vacation  days and
            holidays  that  may  have  accrued  up  until  the  date of death or
            disability  of the Employee  within three (3) days of any such date.
            The  amount due for each  unused  vacation  day or holiday  shall be
            calculated by dividing the  Employee's  annual salary then in effect
            by two hundred thirty (230) days.

      6.3.  The  Employee's  salary  and other  rights and  benefits  under this
            Agreement shall not be suspended or terminated  because the Employee
            is absent  from work due to illness,  accident or other  disability;
            but the Company may deduct from the Employee's  salary under Section
            4.1 any  payment  received  by the  Employee  under  any  disability
            insurance purchased by the Company,  other than disability insurance
            mandated by  applicable  state law,  which the Company  provides the
            Employee   pursuant  to  Section  6.1  (the  "Disability   Insurance
            Payment").  In  calculating  deductions  to the  Employee's  salary,
            Disability  Insurance  Payments  shall first be  apportioned  to the
            weekly  pay  periods  and  then  deducted  from  the  weekly  salary
            installments  due the Employee  pursuant to Section 4.1. In no event
            shall Disability  Insurance  Payments  received by the Employee from
            any  insurance  company be used to reduce any other amounts that may
            be due to the Employee during or after the termination or expiration
            of this  Agreement.  The  provisions  of this  Section 6.3 shall not
            limit or affect the rights of the Company under Section 7.

7.    Death And Disability.

      7.1.  If  the  Employee  dies  prior  to  expiration  of the  term  of his
            employment,  all  obligations  of the Company to the Employee  shall
            cease as of the date of the  employee's  death  except as  otherwise
            provided for in this Agreement.

      7.2.  If the Employee is unable to perform substantially all of his duties
            under  this  Agreement  because  of  illness,   accident,  or  other
            disability  (collectively  referred  to as  "Disability"),  and  the
            Disability  continues for more than three (3) consecutive  months or
            an aggregate of more than six (6) months during any 12-month period,
            then the Company may suspend its  obligations  to the Employee under
            Sections  4.1 and 4.2 for a period  of up to three (3)  months  (the
            "Suspension  Period").  The  Suspension  Period will commence on the


                                     Page 4
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            date the Company  sends the Employee a written  notice  stating that
            Suspension  Period  has  commenced  (the  "Suspension   Commencement
            Date").  The Suspension Period shall terminate at such time that the
            Disability has, in fact,  ended and the Employee has returned to the
            Company  and  performs  substantially  all  his  duties  under  this
            Agreement at which time the suspension of the Company's  obligations
            under  Sections  4.1  and 4.2  shall  end.  In the  event  that  the
            Disability  has not ended and the  Employee  has not returned to the
            Company and does not perform substantially all his duties under this
            Agreement before the end of the Suspension Period, the Company shall
            have the right to terminate the Employee upon written notice.

      7.3.  If the Company suspends its obligations  under Section 7.2, then for
            each year ending  December  31 during  which such  suspension  is in
            effect, the additional  compensation,  if any, to which the Employee
            is entitled  under  Section 4.2 shall be that amount which bears the
            same  ratio to the  additional  compensation  to which the  Employee
            would  otherwise  have been  entitled  as the number of days in such
            year  during  which the  suspension  was not in effect  bears to the
            total number of days in such year.

      7.4.  If the Employee or the Company asserts at any time that the Employee
            is suffering a Disability,  the Company may cause the Employee to be
            examined  by a doctor or doctors  selected by the  Company,  and the
            Employee  shall  submit  to  all  required  examinations  and  shall
            cooperate  fully with such doctor or doctors and, if requested to do
            so, shall make available to them his medical records. The Employee's
            own doctor may be present at any such examinations.

8.    Results Of The Employee's Services.

      8.1.  The  Company  shall be entitled to and shall own all the results and
            proceeds of the Employee's services under this Agreement, including,
            without   limitation,   all  rights  throughout  the  world  to  any
            copyright,  patent,  trademark,  or other  right  and to all  ideas,
            inventions,  products,  programs,  procedures,  formats,  and  other
            materials  of any kind  created  or  developed  or  worked on by the
            Employee during his employment by the Company; the same shall be the
            sole and exclusive  property of the Company;  and the Employee shall
            not have  any  right,  title,  or  interest  of any  nature  or kind
            therein.  Without limiting the foregoing,  it shall be presumed that
            any  copyright,  patent,  trademark,  or other  right  and any idea,
            invention,  product, program, procedure, format or material created,
            developed,  or worked on by the Employee at any time during the term
            of his  employment  shall be a result or proceed  of the  Employee's
            services under this  Agreement.  The Employee shall take such action
            and execute such documents as the Company may request to warrant and
            confirm the Company's title to and ownership of all such results and
            proceeds  and to transfer and assign to the Company any rights which
            the Employee may have therein.


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      8.2.  The  Employee   acknowledges  that  the  violation  of  any  of  the
            provisions of Section 8.1 shall cause  irreparable  loss and harm to
            the Company which cannot be reasonably or adequately  compensated by
            damages  in an action at law,  and,  accordingly,  that the  Company
            shall  be  entitled,  without  posting  bond or other  security,  to
            injunctive and other  equitable  relief to enforce the provisions of
            that  Section;  but no action for any such relief shall be deemed to
            waive  the  right of the  Company  to an  action  for  damages.  The
            Employee  acknowledges that he shall not be entitled to any property
            rights or co-ownership rights in any assets,  intellectual  property
            rights,  contracts,  customer lists,  goodwill,  copyright,  patent,
            trademark, or other right or in any opportunity,  ideas, inventions,
            products, programs, procedures,  formats, and other materials of any
            kind belonging to the Company or created, developed, or worked on by
            the Employee during his employment by the Company.

9.    Change of Control of the Company.

      9.1.  If  any  group  of  business  entities  or  individuals,   which  in
            combination with each other number six (6) or fewer, obtains control
            of the  Company  as a result  of a sale of  stock,  merger,  sale of
            substantially all the assets of the Company, or otherwise,  then the
            Employee, at his sole discretion,  shall have the right to terminate
            this Agreement.

      9.2.  In the event that the  membership  of the Board of  Directors of the
            Company  changes in such a way that the current  Board  Members duly
            serving on the Board of Directors  as of the date of this  Agreement
            no longer comprise more than two thirds (?) of the membership of the
            entire  Board of  Directors,  exclusive  of any New Board  Member or
            Board Members  added to the Board of Directors  who were  appointed,
            nominated,  or elected through the efforts of the Employee, then the
            Employee, at his sole discretion,  shall have the right to terminate
            this Agreement.

      9.3.  If the Employee elects to terminate this Agreement  pursuant to this
            Sections 9.1 and 9.2, the Company  shall pay in full to the Employee
            all the amounts and perform all its  obligations due the Employee as
            if the  Employee  had fully  performed  his  obligations  under this
            Agreement up until the Expiration  Date of this  Agreement,  and the
            Employee shall be relieved of any future duty to perform pursuant to
            this Agreement thereafter.

      9.4.  Any  termination  made by the Employee  pursuant to Sections 9.1 and
            9.2 shall be effective as of the date the notice of such termination
            is sent to the Company pursuant to Section 17.4.

      9.5.  For purposes of Section 9.1,  "control of the Company"  shall mean a
            50%  ownership  interest in the Company or 50% control of the voting
            rights of all classes of shares of the Company.


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10.   Insurance.  If the  Company  desires  at any time or from  time to time to
      apply for, in its own name or otherwise, but at its expense, life, health,
      accident or other insurance  covering the Employee,  the Company may do so
      and may take out such insurance for any sum that it deems  desirable.  The
      Employee shall have no right,  title or interest in or to such  insurance.
      The Employee  nevertheless  shall assist the Company in procuring the same
      by  submitting  from time to time to the customary  medical,  physical and
      other examinations, and by signing such applications, statements and other
      instruments as any reputable insurer may require.

11.   No Requirement for Employee to Mitigate Damages. If the Company wrongfully
      terminates  the Employee,  or if the Employee  terminates  his  employment
      because of material  breach of this  Agreement by the  Company,  or if the
      Employee   terminates  this  Agreement  pursuant  to  Section  9  of  this
      Agreement, then the Employee shall not be required to mitigate damages and
      any income  received or earned by the Employee from any source  whatsoever
      after termination of this Agreement shall not reduce the amount of damages
      obtainable by the Employee from the Company.

12.   Negative  Covenant.  The Employee  shall not,  during or after the term of
      this  Agreement,  disclose to any third person or use or take any personal
      advantage of any confidential  information or any trade secret of any kind
      or nature obtained by him during the term hereof.

13.   Governing Law; Remedies.

      13.1. This Agreement shall be governed by and construed in all respects 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.

      13.2. The  Company  and the  Employee  submit to the  jurisdiction  of the
            courts of the State of New York and of the United States  located in
            the County of New York,  State of New York,  and each  agrees not to
            raise and waives any  objection to or defense  based on the venue of
            any such court or forum non conveniens.

      13.3. The  Company  shall be entitled to  injunctive  and other  equitable
            relief  from the courts as provided in Section 8.2 and as the courts
            may otherwise determine appropriate; and the Employee agrees that it
            shall not be a  defense  to any  request  for such  relief  that the
            Company has an adequate remedy at law.

      13.4. A court of competent jurisdiction, if it determines any provision of
            this Agreement to be unreasonable in scope,  time, or geography,  is
            hereby  authorized  by the  Employee  and the Company to enforce the
            same in such narrower  scope,  shorter time, or lesser  geography as
            such court  determines  to be  reasonable  and proper  under all the
            circumstances.


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<PAGE>

      13.5. The  respective  rights and remedies of the parties are  cumulative,
            and the exercise or enforcement of any one or more of them shall not
            preclude the parties from exercising or enforcing any other right or
            remedy.

14.   Indemnity.

      14.1. To the extent  permitted by law,  the Company  shall  indemnify  the
            Employee  against any claim or liability and shall hold the Employee
            harmless from and pay any expenses  (including,  without limitation,
            legal  fees  and  court   costs),   judgments,   fines,   penalties,
            settlements  and other amounts  arising out of or in connection with
            any act or omission of the Employee  performed or made in good faith
            on behalf of the Company pursuant to this Agreement, except for acts
            of gross  negligence  or willful  misconduct or criminal  acts.  The
            Company shall not be obligated to pay the Employee's  legal fees and
            related  charges of  counsel  during  any  period  that the  Company
            furnishes,  at its expense,  counsel to defend the Employee; but any
            counsel furnished by the Company must be reasonably  satisfactory to
            the Employee.  The foregoing provisions shall survive termination of
            the Employee's employment with the Company for any reason whatsoever
            and regardless of fault.

      14.2. Without  limitation to the foregoing,  the Company shall provide the
            Employee with coverage under the Company's  officers' and directors'
            liability  insurance  policy,  which  shall  contain  such terms and
            conditions as agreed upon by the Company, covering acts or omissions
            by the  Employee  in the  performance  of his duties to the  Company
            under this  Agreement as an officer and, if he serves as such,  as a
            director of the Company. If such insurance is not  occurrence-based,
            the Company  shall  continue  insurance  coverage for any  potential
            claims  that  may be made  against  the  Employee  pursuant  to this
            Section  14 for a period of one (1) year after his  employment  with
            the  Company  terminates  for any  reason,  except for acts of gross
            negligence  or willful  misconduct or criminal  acts.  The Company's
            insurance  policy shall protect  against and pay $1,000,000 for each
            loss and in aggregate for all losses  (inclusive  of defense  costs,
            charges,  and  expenses)  for each policy period with a retention of
            $150,000  for each  claim.  The  Employee  shall  have  nonexclusive
            coverage  under the Company's  directors'  and  officers'  liability
            insurance  policy as an "Insured  Person,"  which  definition  shall
            include,  but not be  limited  to,  any  past,  present,  or  future
            director or officer of the Company.  The Employee  acknowledges that
            any  payments  that  may be  made  pursuant  to the  directors'  and
            officers'  liability  insurance policy may be limited as a result of
            payments  made to any other  past,  present,  or future  director or
            officer of the Company, retention limits, and coverage limits.

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


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<PAGE>

      16.   Waiver.  No failure by the parties to this  Agreement to insist upon
            the strict performance of any term or condition of this Agreement or
            to exercise any right or remedy available to them shall constitute a
            waiver.  No breach or default  of any  provision  of this  Agreement
            shall be waived, altered, or modified, and the parties may not waive
            any of its rights, except by a duly executed written instrument.  No
            waiver of any  breach or default  shall  affect or alter any term or
            condition  of this  Agreement,  and  such  term or  condition  shall
            continue  in full  force and effect  with  respect to any other then
            existing or subsequent breach or default thereof.

17.   Miscellaneous.

      17.1. Amendments.  This  Agreement may be amended only by an instrument in
            writing signed by the Company and the Employee.

      17.2. Binding  Effect;  Assignment.  Neither the Company nor the  Employee
            may, without the other's prior written  consent,  transfer or assign
            any of its or his rights or obligations  under this  Agreement,  and
            any such  transfer or  assignment  or attempt  thereat  without such
            consent  shall be null and void.  In the event that the Company does
            transfer  or assign  any of its rights  and  obligations  under this
            Agreement with the prior written consent of the Employee pursuant to
            this Section 17.2, such assignment and transfer shall be enforceable
            provided  that the  Company  shall not be  released  from any of its
            obligations  under this  Agreement,  and any  transferee or assignee
            shall agree in writing to assume all the  obligations of the Company
            hereunder.

      17.3. Successors.  This  Agreement  shall be binding upon and inure to the
            benefit of permitted successors and assigns, heirs,  executors,  and
            administrators of the respective parties.

      17.4. Notices.  All notices  under or in  connection  with this  Agreement
            shall  be in  writing  and may be  delivered  personally  or sent by
            certified  or  registered  mail,  return  receipt  requested,  by  a
            recognized  overnight courier,  or by facsimile  transmission to the
            parties at their addresses and facsimile  numbers set forth below or
            to such other addresses and fax numbers as to which notice is given:

                  (a) if to the Company:

                     Brooklyn Cheesecake & Desserts Company, Inc.
                     20 Passaic Avenue
                     Fairfield, New Jersey 07004
                     Facsimile: 973-808-0203


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<PAGE>

                  (b) if to the Employee:

                     Anthony J. Merante
                     46 Davenport Avenue
                     Yonkers, New York 10710
                     Facsimile: 914-629-0887

            Notice shall be deemed given upon receipt.

      17.5. Headings.  Section headings are for purposes of convenient reference
            only and shall not  affect  the  meaning  or  interpretation  of any
            provision of this Agreement.

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

      17.7. 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.

      17.8. Rules of Construction.  Each of the parties hereto has reviewed this
            Agreement 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 Agreement.

      17.9. Acknowledgment.  The parties hereto  acknowledge that they have read
            and understand this Agreement and agree to be bound by its terms and
            conditions.  Employee  acknowledges  that he has been duly  informed
            that he should review this Agreement with his  independent  counsel.
            Employee  further  acknowledges  that he has had the  opportunity to
            consult with his independent counsel.

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

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

Company:
Brooklyn Cheesecake & Desserts Company, Inc.


By:
   ----------------------------
Name: Ronald L. Schutte
Title:   Chief Executive Officer


Employee:

By:
   ----------------------------
Name: Anthony J. Merante


CONFIRMATION

IN WITNESS WHEREOF,  on behalf of and upon due  authorization  from the Board of
Directors  of Brooklyn  Cheesecake & Desserts  Company,  Inc.  ("Company"),  the
director below has read and  understands,  and hereby  approves,  confirms,  and
ratifies this Agreement on behalf of the Board of Directors as of the date first
written above; and the director below further approves,  confirms,  and ratifies
on behalf of the Board of Directors the execution and delivery of this Agreement
and all the acts by Ronald L.  Schutte  performed  on behalf of the  Company  in
connection with this Agreement.


By:
   ----------------------------
Name: Carmelo L. Foti
Title: Director