Exhibit 10.31

                             SECURED PROMISSORY NOTE
                                  (the "Note")

                  Dated to be Effective as of September 1, 2004
                           Principal Amount: $317,000

            A. TERMS OF LOAN

      FOR  VALUE RECEIVED, BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. formerly
            know as CREATIVE BAKERIES,  INC., a New York corporation  ("BROOKLYN
            CHEESECAKE & DESSERTS"),  and J.M.  SPECIALTIES,  INC., A NEW JERSEY
            CORPORATION  ("JMS")  (BROOKLYN  CHEESECAKE  & DESSERTS  and JMS are
            collectively  referred to as the  "BORROWERS"),  with  offices at 20
            Passaic Avenue,  Fairfield,  New Jersey 07004, jointly and severally
            promise  to pay to the order of RONALD L.  SCHUTTE  (the  "LENDER"),
            residing at 360 Hollywood  Avenue,  Yonkers,  New York 10707,  or at
            such  other  place as the  Lender  may  designate  in  writing,  the
            principal  sum  of  THREE   HUNDRED   SEVENTEEN   THOUSAND   DOLLARS
            ($317,000), (the "Loan" or "Principal").

1.    INTEREST; PREPAYMENT.

      (a)   Borrower will pay Interest on the unpaid  Principal  amount  hereof,
            computed  on the basis of the  actual  number of days  elapsed  in a
            360-day  year,  at a rate which shall be equal to  thirteen  percent
            (13.00%) per annum (the "Interest Rate").

      (b)   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  by the number of days from the
            last  day of the  previous  month  (excluding  such  last day of the
            previous  month) up until  and  including  the date  upon  which the
            Interest  will  be  due.  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 by a payment) in which event  Interest
            will be calculated based on the outstanding  Principal balances from
            time to time.  Interest  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.  Borrower will pay
            Interest on any overdue installment of Principal or Interest for the
            period for which  overdue,  on demand,  at a rate equal to  eighteen
            percent  (18.00%) per annum.  In no event shall Interest  exceed the
            maximum  legal rate  permitted by law, and any Interest that exceeds
            the maximum  legal rate shall be reduced to the  maximum  legal rate
            permitted by law. All  payments,  including  insufficient  payments,
            shall be credited,  regardless  of their  designation  by Borrowers,
            first to collection expenses due hereunder, then to outstanding late
            charges,  then to Interest due and payable but not yet paid, then to
            the Yield Maintenance Payment (if any) and the remainder, if any, to
            Principal. All payments by Borrowers or any endorser of this Note on
            account of Principal,  Interest or fees  hereunder  shall be made in
            lawful money of the United States of America.


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      (c)   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.
            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  of  the  Loan  (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.

2.    DUE DATE. The Loan together with Interest as provided  herein shall be due
      on November 30, 2004 (the "Due Date").

                  B. REPRESENTATIONS AND WARRANTIES

3.    Borrowers represents and warrant to the Lender that:

      (a)   The Note is  legal,  valid,  and  contains  binding  obligations  of
            Borrowers  enforceable  against  Borrowers  in  accordance  with its
            terms,   except  as  enforcement   may  be  limited  by  bankruptcy,
            insolvency,  moratorium or other similar laws relating to creditors'
            rights  generally  and except  that the  availability  of  equitable
            remedies,   including  specific  performance,   is  subject  to  the
            discretion of the court before which any proceeding  therefor may be
            brought.

      (b)   Borrowers  are not in  default  in the  performance,  observance  or
            fulfillment  of any of the  obligations,  covenants,  or  conditions
            contained  in any  agreement or  instrument  to which it is a party,
            except where such default would not have a material  adverse  effect
            on the assets,  liabilities  or financial  condition of Borrowers (a
            "Material Adverse Effect").

      (c)   There is no pending or threatened  action or  proceeding  against or
            affecting  Borrowers  before  any  court,  governmental  agency,  or
            arbitrator which is reasonably  likely to, in any one case or in the
            aggregate,   have  a  Material  Adverse  Effect  or  materially  and
            adversely   affect  the  ability  of  Borrowers  to  perform   their
            obligations under this Note.

                  C. EVENTS OF DEFAULT

4.    If any of the following events shall occur and be continuing:

      (a)   Borrowers shall fail to make any payment of Principal or Interest on
            this Note when due, except that Lender may either  prospectively  or
            retroactively  waive the date upon  which  Interest  is due in which
            case unpaid  Interest  on  Principal,  including  amounts on overdue
            installments of Principal and Interest,  shall be added to Principal
            and  provided  that  such  waiver  is  given,  such non  payment  of
            Principal shall not be considered an event of default;

      (b)   Borrowers  shall  be in  material  default  in  the  performance  or
            observance of any covenant or agreement  contained  herein or in the
            Loan and Security  Agreement  securing this Loan  following five (5)
            business days' written notice thereof;


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      (c)   Any  representation or warranty made by or on behalf of Borrowers in
            this Note,  or in the Loan and  Security  Agreement  or in any other
            agreement, instrument, or statement delivered to the Lender by or on
            behalf of Borrowers  shall at any time prove to have been  incorrect
            when made in any material respect;

      (d)   Brooklyn  Cheesecake & Desserts or JMS no longer remain corporations
            in good standing in the states of their respective organizations;

      (e)   The death,  disability,  resignation or removal of Ronald L. Schutte
            ("Schutte"),  as CEO and/or  President 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;

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

      (g)   The  filing of any  lawsuit in excess of  $20,000  against  Brooklyn
            Cheesecake  &  Desserts  and/or  JMS that is not  removed  or bonded
            within 15 days of institution of such lawsuit;

      (h)   Sales fall below $600,000 in any calendar quarter;

      (i)   Cash and accounts receivable are below $125,000;

      (j)   Any judgment  against  Brooklyn  Cheesecake & Desserts or JMS or any
            attachment,  levy or execution  against any of their  properties for
            any material  amount shall remain unpaid,  or shall not be released,
            discharged,  dismissed,  stayed  or fully  bonded  for a  period  of
            fifteen  (15) days or more  after its entry,  issue or levy,  as the
            case may be;

      (k)   Brooklyn  Cheesecake & Desserts or JMS shall make an assignment  for
            the benefit of creditors, or a trustee, receiver or liquidator shall
            be appointed for either of them or for any of their property; or

      (l)   The  commencement  of  any  proceedings  by  Brooklyn  Cheesecake  &
            Desserts or JMS under any bankruptcy, reorganization, arrangement of
            debt, insolvency, readjustment of debt, receivership, liquidation or
            dissolution  law  or  statute  or  the   commencement  of  any  such
            proceedings  without the consent of  Borrower  and such  involuntary
            proceedings  shall continue  undischarged for a period of sixty (60)
            days;

      then,  and in any  such  event,  (with  each of the  foregoing  events  to
      constitute  an "EVENT OF  DEFAULT"),  the  Lender may  declare  the entire
      unpaid Principal amount of this Note and all Interest and fees accrued and
      unpaid hereon to be immediately due and payable,  whereupon the same shall
      become and be forthwith  due and  payable,  without  presentment,  demand,
      offset,  protest or notice of any kind, all of which are hereby  expressly
      waived by Borrowers.

            D. MISCELLANEOUS

5.    GOVERNING LAW. This Note shall be governed by, and construed in accordance
      with,  the laws of the State of New York,  without  regard to its rules on
      conflicts of laws.


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6.    NOTICES, ETC. All notices and other communications provided for under this
      Note shall be in writing  (including  telegraphic,  telex,  and  facsimile
      transmissions) and mailed or transmitted or delivered, if to Borrowers, at
      Borrower's  address indicated above or by facsimile  transmission to (973)
      808-0203,  and if to the  Lender,  at its  address  indicated  above or by
      facsimile  transmission to (914)  961-3896,  or, as to each party, at such
      other address or facsimile  transmission  number as shall be designated by
      such party in a written notice to the other party complying as to delivery
      with the terms of this  paragraph.  Except as  otherwise  provided in this
      Note,  all such notices and  communications  shall be effective  either on
      receipt  if  delivered   by  hand,   telegraphic,   telex  and   facsimile
      transmissions, or three (3) Business Days following deposit, postage fully
      paid, in the mails by certified mail.

7.    NO WAIVER. No failure or delay on the part of the Lender in exercising any
      right,  power, or remedy hereunder shall operate as a waiver thereof;  nor
      shall any single or partial  exercise of any such right,  power, or remedy
      preclude  any other or further  exercise  thereof or the  exercise  of any
      other right, power, or remedy hereunder.  The rights and remedies provided
      herein are cumulative,  and are not exclusive of any other rights, powers,
      privileges, or remedies, now or hereafter existing, at law or in equity or
      otherwise.

8.    COSTS AND EXPENSES. Borrowers shall reimburse the Lender for all costs and
      expenses  incurred  by the  Lender and shall pay the  reasonable  fees and
      disbursements  of counsel to the Lender in connection with the preparation
      of this Secured  Promissory Note and any documents  related thereto with a
      maximum amount of $5,000 plus disbursements,  and shall also pay all costs
      including  reasonable  fees  incurred  by  Lender  in  enforcement  of the
      Lender's  rights  hereunder.  Borrowers  shall  also pay any and all taxes
      (other than taxes on or measured by net income of the holder of this Note)
      incurred or payable in connection  with the execution and delivery of this
      Note.

9.    AMENDMENTS. No amendment, modification, or waiver of any provision of this
      Note  nor  consent  to any  departure  by  Borrowers  therefrom  shall  be
      effective unless the same shall be in writing and signed by the Lender and
      then such  waiver  or  consent  shall be  effective  only in the  specific
      instance  and for the  specific  purpose for which it is given.  Borrowers
      hereby  waive  demand,  presentment,  notice of  dishonor,  and protest of
      nonpayment  and  agree  that any  time  and from  time to time and with or
      without consideration, Lender may, without notice to or further consent of
      Borrowers,   and  without  in  any  manner  releasing,  or  affecting  the
      obligations of Borrowers: (a) release,  surrender, waive, add, substitute,
      settle,  exchange,  compromise,  modify, extend, or grant indulgences with
      respect to (i) this Note,  and (ii) all or any part of any  collateral  or
      security for this Note; and (b) grant any extension or other postponements
      of the time of payment hereof.

10.   SUCCESSORS AND ASSIGNS.  This Note shall be binding upon Borrowers and its
      heirs,  legal  representatives,  successors and permitted  assigns and the
      terms hereof  shall inure to the benefit of the Lender and its  successors
      and permitted assigns,  including  subsequent holders hereof. This Note is
      freely  transferable  and  assignable  by the Lender  and each  subsequent
      holder  hereof and any reference to Lender herein shall be deemed to refer
      to any subsequent transferee or assignee of this Note. Notwithstanding the
      foregoing, Borrowers may not assign their rights or obligations under this
      Note whether by  voluntary  assignment  or transfer,  operation of law, or
      otherwise without the consent of Lender.

11.   SEVERABILITY.  The  provisions  of this  Note  are  severable,  and if any
      provision  shall be held invalid or  unenforceable  in whole or in part in
      any jurisdiction,  then such invalidity or  unenforceability  shall not in
      any manner affect such  provision in any other  jurisdiction  or any other
      provision of this Note in any jurisdiction.


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12.   ENTIRE  AGREEMENT.  This Note sets forth the entire agreement of Borrowers
      and the Lender  with  respect to this Note and may be  modified  only by a
      written instrument executed by Borrower and the Lender.

13.   HEADINGS. The headings herein are for convenience only and shall not limit
      or define the meaning of the provisions of this Note.

14.   JURISDICTION;  SERVICE OF PROCESS.  Borrowers  agree that in any action or
      proceeding brought on or in connection with this Note (i) the state courts
      of  the  State  of  New  York,  or  (in  a  case  involving  diversity  of
      citizenship) the United States District Court in New York, New York, shall
      have  jurisdiction  of any such action or proceeding,  (ii) service of any
      summons and  complaint or other  process in any such action or  proceeding
      may be made by the Lender upon  Borrowers by registered or certified  mail
      directed to Borrowers at their address referenced herein, Borrowers hereby
      waiving personal service thereof,  and (iii) within thirty (30) days after
      such mailing Borrowers shall appear or answer to any summons and complaint
      or other  process,  and should  Borrowers  fail to appear to answer within
      said thirty (30) day  period,  it shall be deemed in default and  judgment
      may be entered by the Lender against  Borrowers for the amount as demanded
      in any summons or complaint or other process so served.

15.   WAIVER OF THE RIGHT TO TRIAL BY JURY.  Borrowers hereby  irrevocably waive
      the  right  to  trial  by  jury  in  any  action,  proceeding,  claim,  or
      counterclaim,  whether in  contract or tort,  at law or in equity,  in any
      manner connected with this note or any transactions hereunder.

            IN WITNESS  WHEREOF,  Borrowers have caused this Note to be executed
and delivered as of the day and year and at the place first above written.

                              BROOKLYN  CHEESECAKE & DESSERTS,  INC., formerly
                              known as CREATIVE BAKERIES, INC.

                              --------------------------------------------
                              By:  Ronald Schutte, Chief Executive Officer

                              J.M. SPECIALTIES, INC., A NEW JERSEY CORPORATION

                              --------------------------------------------
                              By:  Ronald L. Schutte, CEO & President

CONFIRMATION

IN WITNESS WHEREOF,  on behalf of and upon due  authorization  from the Board of
Directors of Brooklyn  Cheesecake & Desserts,  Inc.,  formerly known as Creative
Bakeries, Inc. ("Corporation"), the director below has read and understands, and
hereby  approves,  confirms,  and  ratifies  this Note 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  Note and all the acts by  Ronald  L.  Schutte
performed on behalf of the Corporation in connection with this Note.

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


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