MODIFICATION AGREEMENT

MODIFICATION  AGREEMENT  made as of the 30th day of  April  2005 to the  Secured
Promissory  Note dated as of September  1, 2004,  and amended as of November 30,
2004 by and between Ronald L. Schutte,  hereinafter  referred to as "Schutte" or
the "HOLDER" and 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").

                              W I T N E S S E T H:

      WHEREAS,  Borrowers issued to Schutte  a $317,000 Secured  Promissory Note
(the "PROMISSORY NOTE");

      WHEREAS,  the  parties  subsequently  amended  the  Promissory  Note as of
November 30, 2004 to extend the term of the Note and

      WHEREAS,  the  Promissory  Note is due April 30,  2005 and the COMPANY and
Schutte are desirous of further modifying the terms of the Promissory Note.

            NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
            AND PROMISES AND OTHER GOOD AND VALUABLE  CONSIDERATION,
            THE  RECEIPT  OF WHICH  IS  HEREBY  ACKNOWLEDGED,  IT IS
            MUTUALLY AGREED AS FOLLOWS:


1.  Modifications:  Effective as of the date first written above, the Promissory
Note shall be modified as follows:

            1.1 Extension of the term of modified  Promissory Note. The maturity
date of the  Promissory  Note will be extended for a period of up to twenty (20)
days or May 20, 2005.

            1.2 Right to prepay Promissory Note. The COMPANY will have the right
to prepay without  penalty all or a portion of the  Promissory  Note at any time
during the term of the Promissory Note.

2. Other Provisions.

            2.1 Force and Effect.  All other terms of the Promissory  Note shall
remain in full force and effect.

            2.2 Company Representations.  The Company represents to Schutte that
there have been no material adverse changes in the Company's public  disclosures
since the filing of the  Company's  most recent Form 10-KSB and 8-K Reports with
the  Securities  and Exchange  Commission and that the Board of Directors of the
Company has authorized  and approved this  modification  agreement.  The Company
further represents that it has taken the necessary corporate action to authorize
the within agreement and the modification to the Promissory Notes.


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            2.3 HOLDER Representations. HOLDER represents to Company that it has
been  afforded an  opportunity  to consult  with  professional  advisors  and or
counsel and that all necessary  approvals and action have been obtained to enter
into this  modification  agreement to extend the due date of the Promissory Note
as previously modified.

            2.4  Miscellaneous.  This Agreement shall be governed by the laws of
the State of New York,  and may be executed in  multiple  counterparts,  each of
which shall be considered an original but all of which shall  constitute one and
the same agreement. All notices under this Agreement shall be in accord with the
provisions  as set forth in the New Note.  The terms of this  Agreement  and New
Note may only be modified upon mutual agreement of the parties in writing.

      IN WITNESS WHEREOF, the parties have set their hands and seals on the day,
month and year first above written.

                                      Ronald L. Schutte


                                      By:
                                         ---------------------------------------

                                      Brooklyn Cheesecake & Desert Company, Inc.


                                      By:
                                         ---------------------------------------

                                      J.M. Specialties, Inc.


                                      By:
                                         ---------------------------------------


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