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                                                                Exhibit 10.27

                               AMENDMENT AGREEMENT

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

                              W I T N E S S E T H:

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

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

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

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

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

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

1.       Amendment to Stock Purchase Agreement.

         1.1      Non-Survival of Financial Statement Representations.  
                  Notwithstanding anything in the Stock Purchase Agreement
                  to the contrary, the provisions of Sections 4.10, 4.13(a),
                  4.14(a)(iii), the first sentence of 4.14(b), 4.20 and 4.21
                  of the Stock Purchase Agreement shall be deleted in their
                  entirety and shall have no further force and effect
                  and each party hereto shall have no further liability or
                  obligation to any other party hereto

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                  pursuant to such provision. In addition, effective as of the
                  date of the Stock Purchase Agreement, (i) the phrase in the
                  second sentence of Section 4.17 of the Stock Purchase
                  Agreement which reads "... the Company has paid in all
                  respects or accrued all amounts due thereunder to be satisfied
                  or provided for through the date hereof ..." shall be deleted
                  and (ii) the first sentence of Section 4.26 of the Stock
                  Purchase Agreement is amended to add the phrase "as amended by
                  the Amendment Agreement dated March 10, 1998" after the word
                  "Agreement" and to delete the phrase "nor the Company
                  Financial Statements, nor any other financial statements."

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

         1.3      Release of Certain Matters.  Purchaser hereby irrevocably
                  waives and surrenders any and all rights and claims in respect
                  of, and hereby irrevocably releases and discharges Seller from
                  and against all actions, claims, and demands (at law or in
                  equity) which Purchaser and/or its successors and assigns ever
                  had, now have or hereafter can, shall or may have, relating to
                  or arising out of any alleged misrepresentations and/or
                  breaches of warranty or from any inaccuracies contained in
                  those provisions of the Stock Purchase Agreement referred to
                  in the first sentence of Section 1.1 hereof including, without
                  limitation, the failure to reflect certain accounts payable of
                  the Company in the financial statements of the Company
                  furnished to Purchaser, any obligation of the Company to pay
                  incentive bonuses to four employees of the Company identified
                  by the Seller, any obligation of the Company with respect to
                  common area charges under its building lease or any loss
                  incurred by the Company solely arising out of any lien
                  encumbering the landlord's real property created or incurred
                  by the landlord (but not directly created or incurred by the
                  Company or directly encumbering the Company's leasehold

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                  interest) (collectively, the "Disclosed Obligations") or based
                  on any oral representations (whether made by Seller or by
                  David Abrahami, a former officer of the Company), agreements
                  or understandings including, but not limited to, those
                  relating to the past and projected operating profitability
                  and/or income and expenses of the Company or relating to the

                  determination of the Purchase Price (collectively, the
                  "Negotiations").

2.       Adjustment of Purchase Price.

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

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

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

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

                  assertion of the Counterclaims, Purchaser shall reimburse
                  Seller for her reasonable attorneys' fees and expenses in
                  defending such action and claims arising out of the
                  Counterclaims up to $40,000.

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

         3.3      Assumption of Liabilities.  Purchaser acknowledges that,
                  by operation of law, any currently unpaid obligations of the
                  Company existing on the Closing Date of the Stock Purchase
                  Agreement which are disclosed on Schedule A attached hereto
                  continue to be obligations of the Company to be paid,
                  discharged and/or otherwise satisfied in the business judgment
                  of management of the Company or

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                  pursuant to lawful procedures afforded to creditors related to
                  the enforcement of orders and/or judgments for the payment of
                  money.

4.       Miscellaneous.

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

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

         4.3      Applicable Law. This Agreement shall be governed by and
                  construed and enforced in accordance with the internal laws of

                  the State of New York without giving effect to the principles
                  of conflicts of law thereof.

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

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

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

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


                                            CREATIVE BAKERIES, INC.

                                            By:
                                                -----------------------------
                                                Name:
                                                     ------------------------
                                                Title:
                                                       ----------------------

                                            ---------------------------------
                                            Yona Abrahami

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