Exhibit 10.32
                           LOAN AND SECURITY AGREEMENT

LOAN AND  SECURITY  AGREEMENT  (the  "Agreement"),  dated to be  effective as of
December  1, 2004,  (the  "Effective  Date") by BROOKLYN  CHEESECAKE  & DESSERTS
COMPANY, INC., formerly known as CREATIVE BAKERIES, INC., a New York corporation
("Brooklyn  Cheesecake") and J.M.  SPECIALTIES,  INC., A NEW JERSEY  CORPORATION
("JMS")  (Brooklyn  Cheesecake  and  JMS  are  collectively  referred  to as the
"Borrowers"), and RONALD L. SCHUTTE ("Lender")

                              W I T N E S S E T H:

            WHEREAS, pursuant to this Agreement, the Lender has agreed to make a
loan to the  Borrowers  upon the terms and subject to the  conditions  set forth
herein;

            WHEREAS, Borrowers executed certain Secured Promissory Note in favor
of Lender,  dated to be effective as of September 1, 2004 (the  "Note"),  in the
principal amount of $317,000; and

            WHEREAS,  it is a condition to the  obligation of the Lender to make
the loan to the Borrowers under the Note, that the Borrowers shall have executed
and delivered this Agreement to the Lender.

            NOW THEREFORE,  in  consideration  of the premises and to induce the
Lender to accept the Note, and to make the loan to the Borrowers,  the Borrowers
hereby agree with the Lender as follows:

                                    ARTICLE I
                                    THE LOAN

      1.1. The Loan. Subject to the terms and conditions  hereinafter  provided,
Lender shall lend to  Borrowers  Three  Hundred  Seventeen  Thousand  ($317,000)
Dollars (the "Loan"), for the purposes indicated below:

            The Loan  shall be used only for  Borrowers  operating  requirements
including but not limited to payment of debt not incurred in ordinary  course of
Borrowers' business and for no other purpose.

      1.2. The Note.  The Loan shall be evidenced by the Note  substantially  in
the form  attached  hereto as Exhibit  1.2,  which Note shall be executed by the
Borrowers as of the Effective  Date.  Every term  contained in the Note shall be
deemed incorporated into this Agreement. To the extent any provision of the Note
shall be  deemed  to be  inconsistent  with the  provisions  of this  Agreement,
however, the provisions of this Agreement shall control.

      1.3. Interest

            1.3.1. The outstanding  principal  balance of the Loan and any other
obligations  arising  under this  Agreement  shall bear  interest at the rate of
Thirteen  percent (13%) per annum  computed on the actual number of days elapsed
in a  360-day  year.  Any  unpaid  interest  shall be  added to the  outstanding
principal balance of the Loan and shall bear interest as well.


                                       1
<PAGE>

            1.3.2.  Interest Payment on the Loan shall be due and payable on the
last day of each  month up to and  including  the Due Date of the Loan  provided
such day is a Business  Day  ("Business  Day").  Business Day shall mean any day
other than Saturday,  Sunday, or any other day on which commercial banks located
in the State of New York are  required  or  authorized  by law to be closed  for
business. In the event that the date upon which payment is due is not a Business
Day, then payment shall be made on the earliest  preceding Business Day, and any
such earlier payment shall not change the manner in which interest is calculated
pursuant to this Agreement.

            1.3.3.  The  "Interest  Rate Factor" shall be calculated by dividing
the annual  interest rate of 13% by 360 days and then  multiplying the resulting
quotient by the Number of Elapsed  Days.  The "Number of Elapsed  Days" shall be
determined  respectively for each month an Interest Payment is due by the number
of days from the last day of the previous month  (excluding such last day of the
month),  up until and  including the last day of the month in which the Interest
Payment is due.  The  "Number of Elapsed  Days"  shall be  determined  in such a
manner up until the Due Date of the Loan.

            1.3.4.  The  "Interest"  shall  be  calculated  by  multiplying  the
applicable Interest Rate Factor by the outstanding principal balance of the Loan
as of  the  date  each  Interest  payment  is  due,  unless  there  has  been  a
modification  of the principal  balance during such period (such as prepayment),
in which event interest will be calculated  based on  outstanding  balances from
time to time.

            1.3.3.  Borrowers  shall pay interest on any overdue  installment of
principal  and/or  interest  for the period for which such payment is overdue at
the rate of eighteen percent (18%) per annum.  Nothing contained herein shall be
deemed to require  the  payment of  interest  at a rate in excess of the maximum
rate  permitted by applicable  law. In the event that the amount  required to be
paid  hereunder for any period  exceeds the maximum rate  permitted by law, such
amounts  shall be  automatically  reduced for such  period to the  maximum  rate
permitted by applicable law.

            1.3.4. The Borrowers shall compensate the Lender,  upon the Lender's
delivery of a written  demand  therefor to the  Borrowers  (which  demand shall,
absent  manifest  error,  be final and  conclusive  and binding  upon all of the
parties hereto) for all reasonable  losses,  expenses and  liabilities  that the
Lender sustains as a consequence of any default by the Borrowers in repaying the
Loan or any other  amounts  owing  hereunder  when required by the terms of this
Agreement.

            1.3.5. Intentionally left blank.

      1.4.  Repayment  of  Principal.  Except  as  otherwise  provided  in  this
Agreement,  repayment of  principal  shall be due and payable in one lump sum on
April 30,2005 (the "Due Date").

      1.5.  Prepayment.  The  Borrowers may prepay up to Sixty Two Thousand Five
Hundred  ($62,500)  Dollars  in  principal  on each  date that  interest  is due
pursuant to this  Agreement,  without  penalty or premium in which case any such
prepayments shall be deducted from the outstanding principal balance of the Loan
for any Interest  payments due thereafter.  Borrowers may also prepay all of the
principal  of the  Loan at any  time  provided  such  prepayment  shall  include
interest  calculated to the date of  prepayment  plus fifty (50%) percent of the
interest that would have been earned had the Loan not been prepaid from the date
of such  prepayment  to the Due Date (the "Yield  Maintenance  Payment").  It is
acknowledged that the Yield Maintenance Payment is intended to compensate Lender
for utilizing its credit in order to make the Loan to Borrowers and is not to be
deemed additional interest for any purpose.  The Yield Maintenance Payment shall
also be due in the event of a prepayment as a result of acceleration of the Loan
as a result of an Event of Default (See Section 1.6).


                                       2
<PAGE>

      1.6. Acceleration. Notwithstanding the other provisions of this Agreement,
immediately  upon the  occurrence of any Event of Default (as defined in Section
5.1) and during any  continuance  thereof,  the Lender may declare the Loan, all
interest  thereon and all other amounts and obligations  payable to be forthwith
due and  payable  to the  Lender or may take any other  action  as  provided  in
Section 5.2 and 5.3 of this Agreement.

      1.7.  Payment  Procedures.  All  payments  made by  Borrowers  under  this
Agreement shall be made to the Lender at its office at the address  indicated in
Section  7.3 and shall be made in U.S.  dollars.  All  payments  received by the
Lender shall be applied  first to fees and  expenses  (if any),  then to accrued
interest,  then to the Yield Maintenance Payment and lastly, to unpaid principal
in accordance  with the terms of this  Agreement.  To the extent not  previously
repaid,  all principal and interest  outstanding  with respect to the Loan, plus
any accrued but unpaid expenses and fees or other obligations arising under this
Agreement, shall be due and payable in full on the "Due Date."


                                   ARTICLE II
                                   COLLATERAL

      2.1. Collateral.  Borrowers hereby pledge,  assign and grant to Lender, as
security for the performance of this Agreement, the Note and any other documents
executed in connection herewith (the "Loan Documents"), and the repayment of the
Loan and for all other  indebtedness,  liabilities  and obligations of Borrowers
(primary,  secondary,  direct,  contingent,  related,  unrelated, sole, joint or
several)  due or to  become  due to Lender  or which  may be  contracted  for or
acquired hereafter (collectively,  the "Obligations"), a security interest under
the Uniform  Commercial  Code in effect in the States of New Jersey and New York
in all Accounts,  Inventory, General Intangibles,  (including but not limited to
trade  names,  brand names (such as Brooklyn  Cheesecake),  recipes and customer
lists),  Chattel  Paper,  Instruments,  Documents and Equipment  (whether or not
constituting  fixtures)  and any other asset now owned or hereafter  acquired by
Borrowers,   together   with   all  cash  and   non-cash   proceeds,   products,
distributions,  additions, accessions, substitutions, exchanges and replacements
thereof, (collectively, the "Collateral").

      2.2. Further  Assurances.  Borrowers shall from time to time promptly take
all actions (and  execute,  deliver and record all  instruments  and  documents)
necessary or  reasonably  appropriate  or  requested  by Lender,  to perfect and
protect any security  interest  granted or purported to be granted  hereby or to
enable  Lender to exercise  and enforce its rights and remedies  hereunder  with
respect to any of the Collateral.

      2.3. Attorney-In-Fact.  Borrowers hereby irrevocably appoint Lender as its
attorney-in-fact,  in the name of Borrowers or  otherwise,  from time to time in
Lender's  discretion  and at  Borrowers'  expense,  to take  any  action  and to
execute,  deliver and record any  instruments or documents which Lender may deem
necessary or  advisable  in order to perfect and protect any  security  interest
granted or  purported to be granted  hereby or to enable  Lender to exercise and
enforce its rights and remedies  hereunder with respect to any of the Collateral
including,  without limitation,  financing or continuation  statements under the
Uniform  Commercial  Code,  and  amendments  thereto.  Lender  shall not, in its
capacity as such attorney-in-fact,  be liable for any acts or omissions, nor for
any error of judgment or mistake of fact or law,  but only for gross  negligence
or willful  misconduct.  All  authorizations  and agencies herein contained with
respect to the collateral are irrevocable powers coupled with an interest.


                                       3
<PAGE>

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

      Borrowers hereby make the following representations and warranties,  which
shall be  continuing  in nature and  remain in full  force and effect  until the
Obligations are satisfied in full:

      3.1.  Existence and Power.  Brooklyn  Cheesecake and JMS are  corporations
duly organized,  validly existing and in good standing in all material  respects
under  the  laws  of the  jurisdiction  of  their  respective  incorporation  or
organization and have all requisite power and authority to own and operate their
assets and to conduct  their  business  as now or proposed to be carried on, and
are  duly  qualified,  licensed  and in  good  standing  to do  business  in all
jurisdictions  where their ownership of property or the nature of their business
requires  such  qualification  or licensing.  Borrowers  have the full power and
authority to execute,  deliver and perform this Agreement,  the Note,  financing
statements, and all other agreements,  instruments,  and documents evidencing or
securing the Loan (collectively as "Loan Documents").

      3.2. Authorization and Enforceability. Borrowers have been duly authorized
to execute,  deliver and perform the Loan Documents by all appropriate action of
their  respective  Boards of  Directors  or otherwise as may be required by law,
charter  or  other  organizational  documents  or  agreements.  Each of the Loan
Documents,  when executed and delivered by Borrowers, will constitute the legal,
valid and binding obligation of Borrowers,  enforceable in accordance with their
respective terms.

      3.3. No Defaults or Violations.  There does not exist any Event of Default
(as that term is defined in Section  5.1) under this  Agreement  or any material
default or violation by  Borrowers of or under any of the terms,  conditions  or
obligations  of: (a)  Brooklyn  Cheesecake  and JMS articles or  certificate  of
incorporation,  regulations  or  bylaws  or other  organizational  documents  as
applicable;  (b) any  indenture,  mortgage,  deed of trust,  franchise,  permit,
contract,  agreement,  or other instrument to which Brooklyn  Cheesecake and JMS
are a party or by which they or any of their properties may be bound; or (c) any
law,  regulation,   ruling,  order,  injunction,   decree,  condition  or  other
requirement applicable to or imposed upon Borrowers by any law, or by the action
of any court or other  governmental  authority  or  agency;  and the  execution,
delivery  and  performance  of the Loan  Documents  will not  result in any such
default or violation, nor are any approvals,  authorizations,  licenses, waivers
or   consents,    governmental   (foreign,   federal,   state   or   local)   or
non-governmental,  under the terms of  contracts  or  otherwise,  required to be
obtained  by  Borrowers  by reason of or in  connection  with  their  execution,
delivery and performance of any of the Loan Documents.  Notwithstanding anything
else to the contrary  contained in this Agreement or any Loan  Document,  Lender
acknowledges  that Borrowers  have informed  Lender that Borrowers may pay their
creditors on a 90-day or more basis,  and that such event shall not constitute a
breach or an Event of Default with respect to this  Agreement or any of the Loan
Documents.

      3.4.  Financial  Statements.  Borrowers  have  delivered  or  caused to be
delivered  to Lender  their most recent  balance  sheet,  income  statement  and
statement  of cash flows as of December 31, 2004 (the  "Financial  Statements").
The  Financial  Statements  are true,  accurate  and  complete  in all  material
respects and fairly present the financial  condition,  cash flow and the results
of Borrowers'  operations as of the respective dates thereof and for the periods
therein  referred  to, all in  accordance  with  generally  accepted  accounting
principles  in effect  from time to time  ("GAAP"),  consistently  applied  from
period to period  subject in the case of interim  statements to normal  year-end
adjustments and excluding  disclosures  normally required by GAPP.  Borrowers do
not have any  liabilities or  obligations  of any nature  (whether or not of the
nature  required to be reflected in a balance sheet prepared in accordance  with
GAAP) that are not reflected on the  Financial  Statements  (including,  without
limitation,  any liabilities relating to environmental,  occupational and health
matters or ERISA)  except for current  liabilities  (within the meaning of GAAP)
which  have been  incurred  since the date  thereof  in the  ordinary  course of
business and consistent in nature and amount with Borrowers'  operating history.
Notwithstanding anything else to the contrary contained in this Agreement or any
Loan  Document,  Lender  acknowledges  that  Borrower has  informed  Lender that
Borrower  has  incurred  liabilities  as set forth on  Schedule  4.2.1,  and the
existence  of such debt shall not  constitute a breach or an Event of Default of
this Agreement or any of the Loan Documents.


                                       4
<PAGE>

      3.5.  No  Material  Adverse  Change.  Since the date of their most  recent
Financial  Statements,  Borrowers  have not suffered any damage,  destruction or
loss,  and no event or condition  has occurred or exists,  which has resulted or
could result in a material adverse change in its business,  assets,  operations,
financial condition or results of operation.

      3.6. Title to Assets;  Existing Liens.  Borrowers have good and marketable
title to their assets, free and clear of all liens and encumbrances,  except for
(a)  current  taxes  and  assessments  not yet due and  payable,  (b)  liens and
encumbrances,  if any,  reflected  or  noted  in  their  most  recent  Financial
Statements,  (c) assets  disposed of by  Borrowers  since the date of their most
recent Financial Statements in the ordinary course of business,  consistent with
past practice, and (d) the liens and encumbrances described on Schedule 3.6.

      3.7.  Litigation.  Except  as set  forth in  Schedule  3.7,  there  are no
actions,  suits,  proceedings or governmental  investigations pending or, to the
knowledge of Borrowers, threatened, against Borrowers or any of their properties
which could result in a material adverse change in Borrowers' business,  assets,
operations,  financial  condition or results of operations and there is no basis
known to Borrowers for any action, suit, proceeding or investigation which could
result in such a material adverse change.

      3.8.  Tax Returns.  Borrowers  have filed all returns and reports that are
required to be filed by them in connection with any federal, state or local tax,
duty or charge levied,  assessed or imposed upon them or any of their properties
or  that  they  are  required  to  withhold  and  pay  over  including,  without
limitation,  unemployment,  social  security and similar taxes,  and all of such
taxes have been paid or adequate  reserves therefor have been set aside or other
provisions therefor have been made.

      3.9.  Intellectual  Property.  Borrowers  own or are  licensed  to use all
patents,  patent rights,  trademarks,  trade names,  service marks,  copyrights,
intellectual  property,  technology,  know-how and  processes  necessary for the
conduct of their business as currently conducted that are material to Borrowers'
condition (financial or otherwise),  business or operations. Lender acknowledges
that the names "Brooklyn Cheesecake Company,  Inc." and "Brooklyn Cheesecake and
Desserts  Company" are not registered or protected  under state or federal laws,
but Borrowers represent that they have instituted the process of registering and
trade  marking said names,  and  Borrowers  covenant  that they will pursue said
process with diligence.

      3.10. Intentionally left blank.

      3.11. Disclosure.  None of the Loan Documents contain any untrue statement
of material fact or omit to state a material fact necessary in order to make the
statements  contained in the Loan  Documents  not  misleading.  There is no fact
known  to  Borrowers  which  materially  and  adversely  affects  or,  so far as
Borrowers can now foresee,  might  materially  and adversely  affect  Borrowers'
business,  assets,  operations,  financial condition or results of operation and
which have not  otherwise  been fully set forth in this  Agreement  or otherwise
disclosed in writing to Lender.


                                       5
<PAGE>

      3.12.  Places of Business.  The  locations of Borrowers'  chief  executive
office  and other  places of  business  are shown on  Schedule  3.12.  Borrowers
covenant  not to  establish  any new,  or  discontinue  any  existing,  place of
business without giving Lender at least 30 days' prior notice.

      3.13. Intentionally left blank.

      3.14. Subsidiaries,  Affiliates, and Other Investments. Except as shown on
Schedule 3.14,  Borrowers have no subsidiaries or affiliates (other than its own
shareholders);  nor do  Borrowers  have any  investment  in any other  person or
entity.


                                   ARTICLE IV
                                    COVENANTS

      4.1.  Affirmative  Covenants.  Borrowers  agree  that  from  the  date  of
execution  of this  Agreement  until  the  Obligations  are  satisfied  in full,
Borrowers  shall (and shall cause each of its  majority-owned  subsidiaries,  if
any, to):

            4.1.1.  Payments of Taxes and Other Charges.  Pay and discharge when
due all taxes,  assessments,  charges, levies and other liabilities imposed upon
Borrowers,  their income,  profits,  properties or business,  except those which
currently are being  contested in good faith by appropriate  proceedings and for
which  Borrowers  shall have set aside adequate  reserves or made other adequate
provisions acceptable to Lender in its sole discretion.

            4.1.2. Maintenance of Existence,  Operation and Assets;  Inspection.
Do all things  necessary  to  maintain,  renew and keep in full force and effect
their respective organizational existence and all rights, permits and franchises
necessary to enable them to continue  their  business;  continue in operation in
substantially  the same manner as at present;  conduct  business  and enter into
transactions  only in the ordinary course,  consistent with past practice;  keep
their properties in good operating  condition and repair; make all necessary and
proper repairs, renewals, replacements,  additions and improvements thereto; and
permit  representatives of Lender to inspect Borrowers' properties and its books
and records and to make extracts therefrom at all reasonable times during normal
business hours.

            4.1.3.  Insurance.   Keep  their  assets  insured  with  responsible
insurance  companies  against  those risks and in such  amounts as are  commonly
insured against by companies in similar businesses and owning similar assets. At
Lender's request,  Borrowers shall have Lender named as loss payee on all hazard
insurance  policies  covering the  Collateral  and shall have Lender named as an
additional insured on liability policies. Borrowers shall deliver to Lender such
certificates,  endorsements,  and other evidence of such insurance as Lender may
reasonably request.

            4.1.4.  Compliance  with  Laws.  Comply  materially  with  all  laws
applicable  to  Borrowers  and to the  operation  of their  respective  business
(including,  without  limitation,  any statute,  rule or regulation  relating to
employment  practices and employee benefits and to  environmental,  occupational
and health standards and controls).

            4.1.5. Financial Reports. Deliver promptly such financial statements
and reports as Lender may  reasonably  request  including,  without  limitation,
annual financial statements audited or reviewed by independent  certified public
accountants,  quarterly  interim  financial  statements  prepared by  Borrowers'
management  and  within ten (10) days after the end of each  calendar  month,  a
monthly statement of cash flow and accounts receivable  certified as accurate by
the CEO of  Borrowers.  All such  financial  data  shall be true,  accurate  and
complete in all material  respects and shall be prepared in accordance with GAAP
consistently  applied,  subject,  in the case of interim  statements,  to normal
year-end adjustments and excluding disclosures normally required by GAAP.


                                       6
<PAGE>

            4.1.6.  Additional  Reports.  Provide prompt notice to Lender of the
occurrence of any of the following  (together  with a description  of the action
which Borrowers propose to take with respect thereto):  (a) any Event of Default
or potential Event of Default hereunder or under any of the Loan Documents,  (b)
any litigation filed by or against  Borrowers,  (c) any event which might result
in a  material  adverse  change  in  Borrowers'  business,  assets,  operations,
financial  condition  or results of  operation;  and provide to Lender any other
reports reasonably requested thereby.

4.1.7.  Use of  Proceeds.  Use of the proceeds of the Loan only for the purposes
specified in Section 1.1 above.

4.1.8.  Indemnification.  Borrowers  agree to pay,  and to hold Lender  harmless
from,  any  and  all  liabilities,   costs  and  expenses  (including,   without
limitation,  reasonable  legal  fees and  expenses)  (i)  with  respect  to,  or
resulting  from,  any delay in paying any and all  excise,  sales or other taxes
which may be payable or  determined  to be  payable  with  respect to any of the
Collateral, (ii) with respect to, or resulting from, any delay in complying with
any  requirement  of  law  applicable  to  any of the  Collateral  or  (iii)  in
connection  with any of the  transactions  contemplated by this Agreement or the
Loan Documents.  In any suit,  proceeding or action brought by Lender to enforce
the provisions of this Agreement, Borrowers will save, indemnify and keep Lender
harmless from and against all expense,  loss or damage suffered by reason of any
defense, set off, counterclaim,  recoupment or reduction or liability whatsoever
of the account of  Borrowers or obligor  thereunder,  arising out of a breach by
Borrowers of any  obligation  thereunder or arising out of any other  agreement,
indebtedness  or  liability  at any time owing to or in favor of such account of
Borrowers or obligor or its successors.

            4.1.9. Further Identification of Collateral.  Borrowers will furnish
to Lender from time to time  statements and schedules  further  identifying  and
describing  the  Collateral  and  such  other  reports  in  connection  with the
Collateral as Lender may reasonably request, all in reasonable detail.

            4.1.10 Notices.  Borrowers will advise Lender, in reasonable detail,
at its address set forth below,  (i) of any  encumbrance  on, or claim  asserted
against,  any of the  Collateral  and (ii) of the  occurrence of any other event
which could  reasonably  be expected  to have a material  adverse  effect on the
aggregate value of the Collateral or on the encumbrances created hereunder.

      4.2. Negative  Covenants.  Borrowers covenant and agree that from the date
of execution of this  Agreement  until the  Obligations  are  satisfied in full,
Borrowers shall not (and shall cause each of its majority-owned subsidiaries, if
any, not to), without Lender's prior written consent:

            4.2.1.  Indebtedness.  Except as provided in Schedule  4.2.1 of this
Agreement,  maintain,  create or incur any indebtedness for borrowed money other
than the Loan and any subsequent indebtedness to Lender,

            4.2.2.  Liens and Encumbrances.  Except for liens in favor of Lender
create,  assume or permit to exist any mortgage,  pledge,  encumbrance  or other
security  interest  or lien upon any assets now owned or  hereafter  acquired by
Borrower.  Notwithstanding  anything  else  to the  contrary  contained  in this
Agreement or any of the Loan Documents,  (i) Borrowers may lease equipment under
which the lessor of such  equipment  may  maintain a  security  interest  in the
equipment  leased,  and (ii)  Borrowers may purchase  equipment  under which the
seller of such  equipment  may  maintain a security  interest  in the  equipment
purchased by the Borrowers.


                                       7
<PAGE>

            4.2.3. Guarantees.  Guarantee, endorse or become contingently liable
for the  obligations  of any person or  entity,  except in  connection  with the
endorsement  and  deposit  of checks in the  ordinary  course  of  business  for
collection.

            4.2.4.  Merger;  Disposition of Assets. Merge or consolidate with or
into any person or entity or lease,  sell,  transfer or otherwise dispose of any
material  assets,  whether now owned or  hereafter  acquired,  other than in the
normal course of business and consistent with past practices.

            4.2.5. Change in Business,  Management or Ownership.  Make or permit
any material change in the nature of Borrower's business as carried on as of the
date  hereof or make any other  major  decisions  which  effect the  business of
Borrower other than day to day operation decisions.

            4.2.6. Intentionally left blank.

            4.2.7.  Investments.  Purchase or hold beneficially any stock, other
securities or evidence of indebtedness or make any loans or advances to, or make
any investment or acquire any interests in, any other person or entity

            4.2.8.  Related  Party Loans.  Repay any loans  payable to officers,
shareholders or directors of Borrowers.

For so long as no Event of Default has occurred,  notwithstanding  anything else
to the contrary  contained in this Agreement or any of the Loan  Documents,  the
Borrower may pay to (i) Ronald L. Schutte the "Minimum  Amount Due," or past due
amounts  thereof,  as required under the American  Express Business Capital Line
and in connection with the Revolving  Credit Note to Ronald L. Schutte listed in
Schedule 4.2.1 and (ii) Anthony  Merante the "Minimum  Payment Due," or past due
amounts  thereof,  as required  under the Fleet  Business  Credit Express and in
connection with the Revolving  Credit Note to Anthony Merante listed in Schedule
4.2.1.


                                    ARTICLE V
                                     DEFAULT

      5.1.  Events of Default.  Events of default (an "Event of Default") are as
follows:

            5.1.1.  Any  material  default  in the Note or any of the other Loan
Documents.

            5.1.2 (a)   Borrowers  fail to make  any  payment  of  principal  or
interest payable under this Agreement or Loan Documents when due; or

                  (b)   Borrowers  fail to  fully  perform  any  material  term,
                        condition or obligation as provided in this Agreement or
                        Loan  Documents  that  remains   uncured  for  five  (5)
                        business  days after notice from Lender of such default;
                        or

                  (c)   Brooklyn  Cheesecake  or  JMS  file  for  bankruptcy  or
                        reorganization,  are generally not paying their debts in
                        accordance   with  past  business   practice,   make  an
                        assignment  for the benefit of  creditors,  a trustee or
                        receiver is appointed over Brooklyn Cheesecake or JMS or
                        any of their property, bankruptcy,  liquidation or other
                        similar   proceedings  is  commenced   against  Brooklyn
                        Cheesecake  or JMS,  or a writ  or  warrant  or  similar
                        process is issued against Brooklyn  Cheesecake or JMS or
                        their property; or

                  (d)   Brooklyn   Cheesecake   or  JMS  no   longer   remain  a
                        corporation  in  good  standing  in  the  State  of  its
                        organization, or

                  (e)   The death, disability,  resignation or removal of Ronald
                        L. Schutte ("Schutte"),  as CEO of Borrowers,  unless in
                        the case of death or  disability  there exists "Key Man"
                        or disability  insurance policies with proceeds utilized
                        to pay all  amounts due the Lender  within a  reasonable
                        period of time. In addition, the Lender must be named as
                        an  additional   insured  and/or   beneficiary  on  such
                        policies, or

                  (f)   The inability of Borrowers to pay any of their debts (in
                        accordance with past business practice) or taxes as they
                        become due, or

                  (g)   The  filing  of  a  summary   proceeding  by  Borrowers'
                        landlord or of any lawsuit in excess of $20,000  against
                        Brooklyn  Cheesecake  and/or JMS that is not  removed or
                        bonded within 15 days of institution of such lawsuit.

      5.2. Remedies on Default: .

            5.2.1.  Proceeds.  If an Event of Default under this Agreement shall
      occur and be  continuing or if any portion of the  Obligations  has become
      due and remain  unpaid  and if so  requested  by Lender  (a) all  proceeds
      received by Borrowers consisting of cash, checks and other near-cash items
      shall be held by Borrowers in trust for Lender, and shall,  forthwith upon
      receipt by Borrowers,  be turned over to Lender in the exact form received
      by Borrowers (duly endorsed by Borrowers to Lender, if required),  and (b)
      any and all such proceeds  received by Lender  (whether from  Borrowers or
      otherwise)  may, in the sole  discretion of Lender,  be held by Lender for
      its own benefit as  collateral  security  for,  and/or then or at any time
      thereafter  may be  applied by Lender  against  the  Obligations  (whether
      matured or unmatured),  such application to be in such manner as set forth
      in the Note and  Borrowers  waive any right of offset  they may  otherwise
      have. Any balance of such proceeds  remaining after the Obligations  shall
      have been paid in full and Lender  shall have no  further  obligations  or
      commitments  under  the  Note  shall  be  paid  over  to  Borrowers  or to
      whomsoever may be lawfully entitled to receive the same.

            5.2.2.  Remedies. If any Event of Default under this Agreement shall
      have  occurred  and be  continuing  or from and  after  the date  that any
      portion of the Obligations  has become due and remains unpaid,  Lender may
      exercise in addition to all other rights and  remedies  granted to them in
      this  Agreement and in any Loan  Documents,  evidencing or relating to the
      Obligations,  all rights and  remedies  of a secured  party under the UCC.
      Without limiting the generality of the foregoing,  in the event of such an
      Event of Default as described in the preceding sentence,  Lender,  without
      demand of performance or other demand, presentment, protest, advertisement
      or notice of any kind  (except  any notice  required  by law  referred  to
      below) to or upon  Borrowers  or any other  person  (all and each of which
      demands,  defenses,  advertisements  and notices are hereby waived) may in
      such  circumstances  forthwith collect,  receive,  appropriate and realize
      upon the  Collateral,  or any part  thereof,  and/or may  forthwith  sell,
      lease, assign, give option or options to purchase, or otherwise dispose of
      and deliver the  Collateral  or any part thereof (or contract to do any of
      the  foregoing) in one or more parcels at public or private sale or sales,
      at any exchange, broker's board or office of Lender or elsewhere upon such
      terms and conditions as it may deem advisable and at such prices as it may
      deem best, for cash or on credit or for future delivery without assumption
      of any credit risk.  Lender shall have the right upon any such public sale


                                       9
<PAGE>

      or sales,  and, to the extent permitted by law, upon any such private sale
      or sales,  to purchase  the whole or any part of the  Collateral  so sold,
      free of any right or equity of redemption  which right or equity is hereby
      waived or released.  Borrowers further agree, at Lender's request,  and to
      the extent that  Borrowers  are able to do so, to assemble the  Collateral
      and make it available to Lender at places,  which Lender shall  reasonably
      select,  whether at Borrowers'  premises or elsewhere.  Lender shall apply
      the net proceeds of any such collection, recovery, receipt, appropriation,
      realization or sale,  after deducting all reasonable costs and expenses of
      every kind incurred  therein or incidental to the care or  safekeeping  of
      any of the  Collateral  or in any way  relating to the  Collateral  or the
      rights of Lender  hereunder,  including,  without  limitation,  reasonable
      attorneys' fees and  disbursements,  to the payment in whole or in part of
      the obligations, in such manner as is set forth in the Note and only after
      such  application  and after  the  payment  by Lender of any other  amount
      required by any provision of law, including,  without limitation,  Section
      9-504(1)(c)  of the UCC,  need  Lender  account  for  surplus,  if any, to
      Borrowers.  To the extent permitted by applicable law, Borrowers waive all
      claims,  damages and demands it may acquire  against Lender arising out of
      the exercise by them of any rights hereunder.  If any notice of a proposed
      sale or other  disposition  of  Collateral  shall be required by law, such
      notice  shall be deemed  reasonable  and proper if given at least ten (10)
      days before such sale or other disposition.  Borrowers shall remain liable
      for any deficiency if the proceeds of any sale or other disposition of the
      Collateral  are  insufficient  to pay the  obligations  and the  fees  and
      disbursements  of  any  attorneys  employed  by  Lender  to  collect  such
      deficiency.

            5.2.3. No Subrogation.  Notwithstanding any payment or payments made
      by  Borrowers  hereunder,  or any  set  off or  application  of  funds  of
      Borrowers by Lender,  or the receipt of any amounts by Lender with respect
      to any of the Collateral, Borrowers shall not be entitled to be subrogated
      to any of the rights of Lender against any other collateral  security held
      by Lender for the payment of the  Obligations  until all amounts  owing to
      Lender on account of the  Obligations or  commitments  under the Note have
      been paid in full.  If any  amount  shall be paid to Lender on  account of
      such subrogation  rights at any time when all of the Obligations shall not
      have been paid in full,  such amount  shall be held by  Borrowers in trust
      for Lender, and shall, forthwith upon receipt by Borrowers, be turned over
      to Lender in the exact  form  received  by  Borrowers  (duly  endorsed  by
      Borrowers to Lender,  if required) to be applied against the  Obligations,
      whether  matured or  unmatured,  in such  manner as set forth in the Note,
      this Agreement and the Loan Documents.

            5.2.4.  Appointment to Borrowers Board of Directors.  Within 10 days
      after a default  under the Loan  Documents,  Brooklyn  Cheesecake  and JMS
      shall take actions to cause the removal and/or resignation of a sufficient
      number of directors and to replace such directors with directors nominated
      by the Lender in order that there  shall be a  majority  of  directors  on
      their  respective  Boards of Directors  that are  nominated by the Lender,
      provided  that  nominees of the Lender are qualified to serve as directors
      and there  remains  on the  Boards of  Directors  a  sufficient  number of
      independent  directors  in  order  to be in  compliance  with  law.  It is
      acknowledged  that this  provision  is  intended  to  facilitate  Lender's
      execution on the Collateral if an Event of Default occurs.


                                   ARTICLE VI
                               DISPUTE RESOLUTION

      6.1. Resolution of Disputes.


                                       10
<PAGE>

            6.1.1. Jurisdiction;  Process. The parties hereto irrevocably submit
to the non-exclusive jurisdiction of any New York state or United States Federal
Court sitting in New York, New York over any suit, action or proceeding  arising
out of or relating to this Agreement.

            The parties  hereto  further  consent to process being served in any
such suit,  action or  proceeding by mailing a certified  copy  thereof,  return
receipt  requested,  to said  party at its  respective  address  referred  to in
Section  7.3.  Each  party  agrees  that such  service  shall be deemed in every
respect  effective  service  of  process  upon it in any such  suit,  action  or
proceeding and shall, to the full extent  permitted by law, be taken and held to
be valid  personal  service  upon and personal  delivery to it.  Nothing in this
paragraph  shall  affect  or limit  any  right to serve  process  in any  manner
permitted by law, to bring  proceedings in the courts of any  jurisdiction or to
enforce in any lawful manner a judgment obtained in any other jurisdiction.

            Borrowers  irrevocably  waive, to the full extent  permitted by law,
any objection which it may have to the laying of venue of any such suit,  action
or proceeding  brought in any such court any claim that any such suit, action or
proceeding has been brought in an inconvenient  forum. So long as this Agreement
remains in effect,  Borrowers will at all times have an authorized  agent in New
Jersey upon whom process may be served in any action or  proceeding  arising out
of or relating to this Agreement.

            6.1.2. Performance Pending Resolution.  Each party shall be required
to continue  to perform  its  respective  obligations  under the Loan  Documents
pending final resolution of any Dispute,  unless to do so would be impossible or
impracticable under the circumstances.

                                   ARTICLE VII
                                  MISCELLANEOUS

      7.1.  Expenses.  Borrowers  shall pay to Lender or at Lender's  direction,
upon  execution  of this  Agreement,  and  otherwise  on  demand,  all costs and
expenses incurred by Lender in connection with (a) the preparation,  negotiation
and closing of this Agreement, Loan Documents and any related documents, and any
modifications  hereto or thereto,  it being agreed that  reimbursement  for said
legal  fees  incurred  by Lender  exclusive  of  disbursements  shall not exceed
$5,000, and (b) instituting,  maintaining, preserving, enforcing and foreclosing
the  security  interest  in any  of the  Collateral,  whether  through  judicial
proceedings,  arbitration  or  otherwise,  or in  defending or  prosecuting  any
actions,  arbitrations  or  proceedings  arising  out  of or  relating  to  this
Agreement or the Loan Documents including,  without limitation,  reasonable fees
and expenses of counsel,  expenses for auditors,  appraisers  and  environmental
consultants, lien searches, recording and filing fees and taxes.

      7.2. Amendments, Indulgences, Etc. No amendment or waiver of any provision
of this Agreement nor consent to any departure by Borrower herefrom shall in any
event be effective unless the same shall be in writing and signed by Lender, and
then such  amendment,  waiver or consent shall be effective only in the specific
instance  and for the specific  purpose for which given.  No failure or delay on
the part of Lender in the  exercise of any right,  power,  or remedy  under this
Agreement  or any of the other  Loan  Documents  shall  under any  circumstances
constitute or be deemed to be a waiver thereof,  or prevent the exercise thereof
in that or any other instance.

      7.3.  Notices.  All notices given hereunder shall be in writing and deemed
validly  given (a) three (3)  business  days after  sent,  postage  prepaid,  by
certified mail, return receipt  requested,  (b) one (1) business day after sent,
charges  paid by the  sender,  by Federal  Express  Next Day  Delivery  or other
guaranteed delivery service,  (c) when confirmation of transmission by facsimile
during normal  business hours is received,  or (d) when delivered by hand,  upon
delivery,  in each case to the intended  recipient at its address shown below or
to such other  address,  or in care of such other person,  as either party shall
hereafter specify to the other from time to time by due notice:


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<PAGE>

           If to Borrowers:

                 Brooklyn Cheesecake & Desserts Company, Inc.
                 20 Passaic Avenue
                 Fairfield, New Jersey 07004
                 Attention:  Ron Schutte
                 Fax No.:  (973) 808-0203

                 J.M. Specialties, Inc.
                 Creative Bakeries, Inc.
                 20 Passaic Avenue
                 Fairfield, New Jersey 07004
                 Attention: Ronald L. Schutte Fax
                 No.: (973) 808-0203


           If to Lender:
                 Ronald L. Schutte
                 360 Hollywood Avenue
                 Yonkers, New York 10707

                 Fax No.:  (914) 961-3896

      7.4. Interpretation. Except as otherwise indicated, all agreements defined
herein  refer to the same as from time to time  amended or  supplemented  or the
terms  thereof  waived or modified in  accordance  herewith and  therewith.  Any
provision hereof found to be illegal,  invalid or  unenforceable  for any reason
whatsoever  shall not affect the  legality,  validity or  enforceability  of the
remainder  hereof.  Except as otherwise  provided for in this Agreement,  in the
computation of a period of time from a specified date to a later specified date,
the word "from" means "from and  including"  and the words "to" and "until" each
means  "to  but  excluding."  Unless  otherwise  expressly  provided,  the  word
"including" does not limit the preceding words or terms.

      7.5. Entire Agreement.  This Agreement, and all agreements and instruments
to be  delivered  by the  parties  pursuant  hereto or in  connection  herewith,
represent  the entire  understanding  of the parties with respect to the subject
matter hereof, and supersede all other prior and contemporaneous  agreements and
understandings,  both written and oral,  between the parties with respect to the
subject matter hereof.

      7.6.  Governing Law. This Agreement  shall be binding upon and shall inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns, and construed and interpreted according to the laws of the State of New
York.

      7.7.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument.


                                       12
<PAGE>

      7.8.  Continuing   Security  Interest.   This  Agreement  shall  create  a
continuing  security  interest in the  Collateral and shall remain in full force
and effect until the payment in full of the  obligations  and all other  amounts
payable under this  Agreement  and the Loan  Documents.  Upon any  assignment or
transfer by Lender,  the transferee  shall thereupon  become vested with all the
benefits in respect  thereof  granted to Lender  herein or  otherwise.  Upon the
payment in full of the  Obligations  and all other  amounts  payable  under this
Agreement,  the security  interest granted hereby shall terminate and all rights
to the Collateral shall revert to Borrowers.  Upon any such termination,  Lender
will, at Borrowers' expense, execute and delivery to Borrowers such documents as
Borrowers shall reasonably request to evidence such termination.

      7.9 Limitation on Duties  Regarding  Preservation of Collateral.  Lender's
sole duty with respect to the custody,  safekeeping and physical preservation of
the Collateral in its  possession,  under Section 9-207 of the UCC or otherwise,
shall  be to deal  with it in the same  manner  as  Lender  deals  with  similar
property  for its own  account.  Neither  Lender,  nor any of  their  respective
directors,  officers, employees or agents shall be liable for failure to demand,
collect or realize  upon all or any part of the  collateral  or for any delay in
doing so or shall be under any  obligation  to sell or otherwise  dispose of any
Collateral upon the request of Borrowers or otherwise.

      7.10.  Paragraph  Headings.  The paragraph headings used in this Agreement
are for  convenience  of reference  only and are not to affect the  construction
hereof or be taken into consideration in the interpretation hereof.

                          NO FURTHER TEXT ON THIS PAGE
                             SIGNATURE PAGE FOLLOWS


                                       13
<PAGE>

     IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the day and year first above written.

Borrowers:
              Brooklyn  Cheesecake & Desserts Company,  Inc., formerly known as
              Creative Bakeries, Inc.

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


              J.M. Specialties, Inc., A New Jersey Corporation

                                    By:
                                       ------------------------------
                                       Ronald L. Schutte
                                    Title: Chief Executive Officer & President


Lender:


                                    ------------------------------
                                       Ronald L. Schutte

CONFIRMATION

IN WITNESS WHEREOF,  on behalf of and upon due  authorization  from the Board of
Directors of Brooklyn  Cheesecake & Desserts  Company,  Inc.,  formerly known as
Creative  Bakeries,  Inc.  ("Corporation"),  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
Schutte  performed  on  behalf  of  the  Corporation  in  connection  with  this
Agreement.

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

State of New  Jersey,  County of s s : On the day of in the year  before me, the
undersigned,  personally  appeared Ronald L. Schutte  personally  known to me or
proved to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is (are) subscribed to the within instrument and acknowledged to me that
he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by
his/her/their signature(s) on the instrument,  the individual(s),  or the person
upon behalf of which the individual(s) acted, executed the instrument.

----------------------------------------------------------
(signature and office of individual taking acknowledgment)


                                       14
<PAGE>

                             SCHEDULES AND EXHIBITS
                    -----------------------------------------


Exhibit 1.2       Note
Schedule 3.6      Liens and Encumbrances
Schedule 3.7      Litigation
Schedule 3.12     Places of Business
Schedule 3.14     Subsidiaries and Affiliates; Other Investments
Schedule 4.2.1    Indebtedness for Borrowed Money




                                       15
<PAGE>

Exhibit 1.2 Secured Promissory Note




                                       16
<PAGE>

Schedule 3.6 Liens and Encumbrances

Voicemail System




                                       17
<PAGE>

Schedule 3.7 Litigation

None




                                       18
<PAGE>

Schedule 3.12 Places of Business

20 Passaic Avenue
Fairfield, New Jersey 07004




                                       19
<PAGE>

Schedule 3.14 Subsidiaries and Affiliates; Other Investments

J.M. Specialties,  Inc. A New Jersey Corporation is a wholly owned subsidiary of
Brooklyn  Cheesecake  &  Desserts  Company,  Inc.,  formerly  known as  Creative
Bakeries, Inc.


                                       20
<PAGE>

Schedule 4.2.1 Indebtedness for Borrowed Money

1.    Promissory Note payable to Ronald L. Schutte in the amount of $88,000.00.

2.    Promissory Note payable to Ronald L. Schutte in the amount of $54,000.00.

3.    Promissory Note payable to Anthony J. Merante in the amount of $28,000.00.

4.    Revolving  Credit  Note  payable  to Ronald L.  Schutte  in the  amount of
      $50,000.00, representing funds loaned to Borrower from Ronald L. Schutte's
      and Creative Bakers's Inc.'s American Express Business Capital Line.

5.    Revolving  Credit Note  payable to Anthony  Merante and Anthony J. Merante
      CPA in the amount of $50,000.00  loaned to Borrower from Anthony Merante's
      and  Anthony J.  Merante  CPA's Fleet  Business  Capital  Express  line of
      credit.

6.    Promissory Note payable to Anthony J. Merante in the amount of $8,910.74.


                                       21