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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:





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         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 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







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                    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
                    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").


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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:

         3.1      Covenant Not to Sue. Purchaser shall not initiate any legal
                  action against David Abrahami based on



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                  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.


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         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 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



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                  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