Exhibit 10.38

                                   PROMISSORY NOTE

Principal Amount:                                  Effective as of:
US$8,910.74                                        December 31, 2004


1. Amount; Interest Rate     FOR VALUE RECEIVED, Brooklyn Cheesecake &
                             Desserts Company, Inc., formerly known as
                             Creative Bakeries, Inc., a corporation organized
                             and existing under the laws of New York and
                             authorized to do business in New Jersey, with
                             offices at 20 Passaic Avenue, Fairfield, New
                             Jersey 07004 and its wholly owned subsidiary,
                             J.M. Specialties, Inc., A New Jersey
                             Corporation, a corporation organized and
                             existing under the laws of New Jersey, with
                             offices at 20 Passaic Avenue, Fairfield, New
                             Jersey 07004 (the "Co-Obligor[s]"), promise to
                             pay to the order of Anthony J. Merante, residing
                             at 46 Davenport Road, Yonkers, New York 10710
                             (the "Payee"), the principal sum of Eight
                             Thousand Nine Hundred Ten and 74/100 United
                             States Dollars (US$8,910.74)(the "original
                             principal balance"), and interest on the
                             outstanding principal balance from the date
                             hereof at the rate of eight and one half percent
                             (8.5%) per annum (the "annual interest rate").
                             The Co-Obligors are and shall remain jointly and
                             severally liable to Payee for all amounts due
                             the Payee pursuant to this note.



2. Payment Schedule          (a)   For purposes of calculating monthly
                                   installments to be paid, the
                                   following definitions shall apply:

                                   (i)   "Interest rate factor" shall mean
                                         the product obtained by first
                                         dividing the annual interest rate by
                                         three hundred sixty (360) days, and
                                         then multiplying the resulting
                                         quotient by the actual number of
                                         days in the month for which the
                                         monthly installment applies.

                                   (ii)"Outstanding principal balance" shall
                                         mean the original principal balance
                                         first increased by the cumulative
                                         total of all additions to the
                                         original principal balance made
                                         pursuant to Sections 4 and 5 of this
                                         note and then decreased by the
                                         cumulative total of all principal
                                         payments previously paid by any
                                         Co-Obligor to the Payee at the time
                                         a monthly installment is due.


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                                   (iii) "Interest payment" shall mean the
                                         product obtained by multiplying the
                                         interest rate factor by the
                                         outstanding principal balance at the
                                         time a monthly installment is due.

                                   (iv)  "Principal payment" shall mean the
                                         quotient obtained by dividing the
                                         outstanding principal balance as of
                                         July 1, 2005 by twelve (12).

                             (b)   This note shall be payable in twelve
                                   (12) monthly installments as
                                   follows:

                                   (i)   For each of the first six (6)
                                         monthly installments, each monthly
                                         installment shall consist solely of
                                         an interest payment and shall be
                                         payable commencing on the last day
                                         of January 2005 and thereafter shall
                                         continue to be payable on the last
                                         day of each month up until and
                                         including the last day of June 2005;
                                         and

                                   (ii)For each of the remaining six (6)
                                         monthly installments, each monthly
                                         installment shall consist of an
                                         interest payment and principal
                                         payment and shall be payable
                                         commencing on the last day of July
                                         2004 and thereafter shall continue
                                         to be payable on the last day of
                                         each month up until and including
                                         the last day of December 2005.

                             (c)   All payments, including insufficient
                                   payments, shall be applied,
                                   regardless of their designation by
                                   Co-Obligors, as the Payee shall
                                   determine at his sole discretion.

3. Default                   If any of the following events shall occur,
                             the outstanding principal balance of this note
                             together with accrued interest thereon shall,
                             on demand by the Payee of this note, be due
                             and payable: any amount owing under this note
                             or any other note is not paid when due; a
                             default under any other provision of this note
                             or any other note or under any guarantee or
                             other agreement providing security for the


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                             payment of this note or any other note; a
                             breach of any representation or warranty under
                             this note or any other note or under any
                             guarantee or agreement providing security for
                             payment of this note or any other note; the
                             liquidation, dissolution, death, or
                             incompetency of any Co-Obligor or any
                             individual, corporation, partnership, or other
                             entity guaranteeing or providing security for
                             the payment of this note or any other note; a
                             sale of a material or substantial portion of
                             the business and assets of any Co-Obligor or
                             any corporation, partnership, or other entity
                             guaranteeing or providing security for the
                             payment of this note or any other note; a
                             merger, consolidation, or acquisition of any
                             Co-Obligor or any corporation, partnership, or
                             other entity guaranteeing or providing
                             security for the payment of this note or any
                             other note; a change in ownership of any
                             Co-Obligor or any corporation, partnership, or
                             other entity guaranteeing or providing
                             security for the payment of this note or any
                             other note wherein 50% ownership of all
                             classes of shares or interests of any
                             Co-Obligor or any corporation, partnership, or
                             other entity guaranteeing or providing
                             security for the payment of this note or any
                             other note is held by any group of business
                             entities or individuals, which in combination
                             with each other number six (6) or fewer; a
                             change in control of any Co-Obligor or any
                             corporation, partnership, or other entity
                             guaranteeing or providing security for the
                             payment of this note or any other note wherein
                             50% control of the voting rights of all
                             classes of shares or interests of any
                             Co-Obligor or any corporation, partnership, or
                             other entity guaranteeing or providing
                             security for the payment of this note or any
                             other note is held by any group of business
                             entities or individuals, which in combination
                             with each other number six (6) or fewer; a
                             change in the membership of the Board of
                             Directors, partners, or members of any
                             Co-Obligor or any corporation, partnership, or
                             other entity guaranteeing or providing
                             security for the payment of this note or any
                             other note wherein any current Board Members
                             duly serving on the Board of Directors,
                             partners, or members as of the date of this
                             Agreement no longer comprise more than two
                             thirds (?) of the entire Board of
                             Directors(exclusive of any New Board Member or
                             Board Members added to the Board of Directors
                             who were appointed, nominated, or elected
                             through the efforts of the Payee),
                             partnership, or membership of any Co-Obligor
                             or any corporation, partnership, or other
                             entity guaranteeing or providing security for
                             the payment of this note or any other note;


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                             the filing of a petition under any bankruptcy,
                             insolvency, or similar law by any Co-Obligor
                             or by any individual, corporation,
                             partnership, or other entity guaranteeing or
                             providing security for the payment of this
                             note or any other note; the making of any
                             assignment for the benefit of creditors by any
                             Co-Obligor or by any individual, corporation,
                             partnership, or other entity guaranteeing or
                             providing security for the payment of this
                             note or any other note; the filing of a
                             petition under any bankruptcy, insolvency, or
                             similar law against any Co-Obligor or against
                             any individual, corporation, partnership, or
                             other entity guaranteeing or providing
                             security for the payment of this note and any
                             other note and such petition not being
                             dismissed within a period of thirty (30) days
                             of the filing; the termination or
                             discontinuance of employment, for any reason
                             whatsoever, between the Payee of this note or
                             any other note and any Co-Obligor.

4. Default Interest          The outstanding balance of any amount owing
                             under this note that is not paid when due
                             shall bear interest at the rate of twelve and
                             a half percent (12.5%) per annum.  Any default
                             interest under this section and any amount
                             owing under this note that is not paid when
                             due shall be due and owing immediately by the
                             Co-Obligors and shall accrue default interest
                             until such time that they are satisfied in
                             full by Co-Obligors.

5. Payment in Cash or Kind   Up until the last day of June 2005, the
                             Co-Obligors shall have the option to pay
                             interest to the Payee in cash or in kind. In
                             the event that the Co-Obligors choose to pay
                             in cash, such payment shall be made pursuant
                             to Section 7 of this note. In the event the
                             Co-Obligors choose to pay interest in kind,
                             the amount of such interest accrued shall be
                             added  to the original principal balance,
                             which shall then be paid to the Payee in equal
                             installments with accrued interest from July
                             31, 2005 over the remainder of the term of
                             this note as set forth in Section 2(b)(ii) of
                             this note.

6. Usury Clause              Notwithstanding any other provision of this
                             note, interest under this note shall not
                             exceed the maximum rate permitted by law; and
                             if any amount is paid under this note as
                             interest in excess of such maximum rate, then
                             the amount so paid will not constitute
                             interest but will constitute a prepayment on
                             account of the principal amount of this note.
                             If at any time the interest rate under this
                             note would, but for the provision of the
                             preceding sentence, exceed the maximum rate
                             permitted by law, then the outstanding
                             principal balance of this note shall, on
                             demand by the Payee of this note, become and
                             be due and payable.


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7. Where to Make Payments    All payments of principal and cash interest
                             shall be made in lawful currency of the United
                             States of America by certified check made
                             payable to Anthony J. Merante and delivered
                             before 11:00 a.m. Eastern Standard or Eastern
                             Daylight time (whichever is then in effect) on
                             the due date thereof at 46 Davenport Road,
                             Yonkers, New York 10710, or in such other
                             manner or at such other place as the Payee of
                             this note designates in writing.

8.                           No Set-off and Tax Gross All payments under this
                             note shall be made Up without defense, set-off or
                             counterclaim, free
                             and clear of and without deduction for any reason
                             and for taxes of any nature now or hereafter
                             imposed. Should any such payment be subject to any
                             tax, the Co-Obligors shall pay to the Payee of this
                             note such additional amounts as may be necessary to
                             enable the Payee to receive a net amount equal to
                             the full amount payable hereunder. As used in this
                             paragraph, the term "tax" means any tax, levy,
                             impost, duty, charge, fee, deduction, withholding,
                             turnover tax, stamp tax and any restriction or
                             condition resulting in a charge imposed in any
                             jurisdiction upon the payment or receipt of any
                             amount under this note.

9. Expenses                  The Co-Obligors agree to pay on demand (i) all
                             expenses (including, without limitation, legal
                             fees and disbursements) incurred in connection
                             with the negotiation and preparation of this
                             note and any documents in connection with this
                             note, and (ii) all expenses of collecting and
                             enforcing this note and any guarantee or
                             collateral securing this note, including,
                             without limitation, expenses, and fees of
                             legal counsel, court costs, and the cost of
                             appellate proceedings.


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10. Governing Law            This note and the obligations of the
                             Co-Obligors shall be governed by and construed
                             in accordance with the laws of the State of
                             New York, except that no choice of law
                             doctrine shall be used to apply the laws of
                             another jurisdiction. For purposes of any
                             proceeding involving this note or any of the
                             obligations of any Co-Obligor, the Co-Obligors
                             hereby submit to the non-exclusive
                             jurisdiction of the courts of the State of New
                             York and of the United States having
                             jurisdiction in the County of New York, State
                             of New York, and agrees not to raise and waive
                             any objection to or defense based upon the
                             venue of any such court and any objection or
                             defense based upon forum non conveniens. The
                             Co-Obligors agree not to bring any action or
                             other proceeding with respect to this note or
                             with respect to any of its obligations in any
                             other court unless such courts of the State of
                             New York and of the United States determine
                             that they do not have jurisdiction in the
                             matter.

11.                          Waiver of Presentment, The Co-Obligors waive
                             presentment for payment, Etc. demand, protest and
                             notice of protest and of
                             non-payment.

12. Delay; Waiver            The failure or delay by the Payee of this note
                             in exercising any of its rights hereunder in
                             any instance shall not constitute a waiver
                             thereof in that or any other instance. The
                             Payee of this note may not waive any of its
                             rights except by an instrument in writing
                             signed by the Payee.

13. Prepayment               The Co-Obligors may prepay all or any portion
                             of the principal of this note at any time and
                             from time to time without premium or penalty.
                             Any such prepayment shall be applied against
                             the installments of principal due under this
                             note in the inverse order of their maturity
                             and shall be accompanied by payment of accrued
                             interest on the amount prepaid to the date of
                             prepayment.

14. Rights and Remedies      The rights and remedies provided in this note
                             are cumulative and not exclusive of any rights
                             or remedies provided by law or by any other
                             agreement. The Payee will not be required to
                             resort to or pursue any of its rights or
                             remedies under or with respect to any other
                             note, agreement, or with respect to any other
                             collateral, guarantee, or other security
                             before pursuing any of its rights or remedies
                             under this note. The Payee may pursue its
                             rights and remedies in such order as it
                             determines.

15.                          Amendment This note may not be amended without the
                             written approval of the Payee.

16.                          Section Headings Section headings are for purposes
                             of convenience only and shall have no bearing on
                             the interpretation of any provision in this note.


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

18. Entire Note              This note constitutes the entire note and
                             supersedes any and all prior agreements or
                             understandings, whether written or oral. There
                             are no restrictions, promises,
                             representations, warranties, covenants, or
                             undertakings, other than those expressly set
                             forth or referred to herein.

19.                          Pronouns All pronouns and any variation thereof
                             shall be deemed to refer to the masculine,
                             feminine, or neuter, singular or plural, as the
                             identity of the person or persons may require.

20.                          Rules of Construction Each of the parties hereto
                             has reviewed this note and agrees that the normal
                             rule of construction that any ambiguity or
                             uncertainty in a writing be interpreted against the
                             party drafting the writing shall not apply in any
                             action or proceeding involving this note.

21. Successors               This note shall be binding upon and inure to
                             the benefit of permitted successors and
                             assigns, heirs, executors, and administrators
                             of the respective parties. Neither the
                             Co-Obligors nor the Payee may, without the
                             other's prior written consent, transfer or
                             assign any rights or obligations under this
                             note.

22.                          Acknowledgment The parties hereto acknowledge that
                             they have read and understand this note and agree
                             to be bound by its terms and conditions.

23.                          Execution This note may be executed in
                             counterparts, and as so executed shall constitute
                             one note binding on the parties.

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                            SIGNATURE PAGE FOLLOWS


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                                      CO-OBLIGOR

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

                                      By:
                                          -------------------------
                                      Name: Ronald L. Schutte

                                      Title: Chief Executive Officer



                                      CO-OBLIGOR


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

                                      By:
                                          -------------------------
                                      Name: Ronald L. Schutte

                                      Title: President


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