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                                                                    Exhibit 10.5



                             KIRLIN SECURITIES, INC.
                              6901 JERICHO TURNPIKE
                             SYOSSET, NEW YORK 11791


                  --------------------------------------------
                             MERGER, ACQUISITION AND
                           OTHER BUSINESS ARRANGEMENT
                                    AGREEMENT
                   -------------------------------------------


____________, 2002


Montana Mills Bread Co., Inc.
2171 Monroe Avenue, Suite 205A
Rochester, New York  14618

Attn:  Eugene O'Donovan, President and Chief Executive Officer

Gentlemen:

         This is to confirm our agreement whereby Montana Mills Bread Co., Inc.
("Company") has requested Kirlin Securities, Inc. ("Consultant") to render
services to it and the Consultant has agreed to render such services on the
terms and conditions set forth herein:

         1.  AGREEMENT REGARDING MERGERS, ACQUISITIONS AND OTHER BUSINESS
ARRANGEMENTS

            (a) In the event that any acquisition of and/or merger with other
companies or joint ventures or other contracts or arrangements with any third
parties including, without limitation, (i) the sale of the business, assets or
stock of the Company or any its subsidiaries or affiliates or any significant
portion thereof, (ii) the purchase of the business, assets or stock of a third
party or any significant portion thereof or (iii) entering into a commercial
relationship with a third party not involving a transaction of the type referred
to in clauses (i) or (ii) (collectively, a "Transaction"), occur which result
from or are caused by introductions made by the Consultant, the Company shall
pay the Consultant 5% of the Legal Consideration (hereinafter defined) paid in
any such Transaction.

            For purposes of this Agreement, the phrase "Legal Consideration"
shall mean the total value of the securities (valued as determined in the
applicable agreement governing the terms of the Transaction or, if not so
valued, at market on the day of closing, or if there is no public market, valued
as set forth herein for other property), cash and assets and property or other
benefits exchanged by the Company or received by the Company or its shareholders
as consideration as a result of or arising out of the Transaction, irrespective
of the period of payment or terms (all valued at fair market present value as
agreed or, if not, by an independent appraiser selected by the Company in good
faith).

            (b) All fees payable under this Section 1 are due and payable to
the Consultant, in cash or by certified check, at the closing or closings of any
Transaction; provided, that if the Legal Consideration on any Transaction is
other than all cash, the payment to the Consultant shall be, at the


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option of the Company, either the cash equivalent or such other consideration
proportionate with the types of Legal Consideration paid on such Transaction. No
fees shall be payable under this Section 1 or otherwise if, for any reason, the
Transaction is not consummated.

         2.  TERM OF AGREEMENT

         This Agreement shall be for a term of five years from the date hereof.

         3.  EXPENSES

         The Consultant shall bear all costs and expenses incurred by the
Consultant directly in connection with the introduction or attempted
introduction(s) made by the Consultant in connection with Transactions and
otherwise in connection with the performance of its services hereunder, unless
otherwise agreed to by the Company.

         4.  USE OF NAME AND REPORTS

         Use of the Consultant's name in annual reports or any other reports of
the Company or press releases issued by the Company shall require the prior
written approval of Consultant.

         5.  STATUS AS INDEPENDENT CONTRACTOR

         The Consultant shall perform its services as an independent contractor
and not as an employee of the Company or affiliate thereof. It is expressly
understood and agreed to by the parties that the Consultant, and any individual
or entity that the Consultant shall employ in order to perform its services
hereunder, shall have no authority to act for, represent or bind the Company or
any affiliate thereof in any manner, except as may be expressly agreed to by the
Company in writing from time to time.

         6.  ENTIRE AGREEMENT

         This Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, with respect thereto. This Agreement may
not be modified or terminated orally or in any manner other than by an agreement
in writing signed by the parties hereto.

         7.  NOTICES

         Any notices required or permitted to be given hereunder shall be in
writing and shall be deemed given when mailed by certified mail or private
courier service, return receipt requested, addressed to each party at its
respective addresses set forth above, or such other address as may be given by
either party in a notice given pursuant to this Section 7.

         8.  SUCCESSORS AND ASSIGNS

         This Agreement may not be assigned by either party without the written
consent of the other. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and, except where prohibited, to their
successors and assigns.


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         9.  NON-EXCLUSIVITY

         Nothing herein shall be deemed to restrict or prohibit the engagement
by the Company of other consultants providing the same or similar services or
the payment by the Company of fees to such parties.

         10.  APPLICABLE LAW

         This Agreement shall be construed and enforced in accordance with the
laws of the State of New York without giving effect to conflict of laws.

         11.  ARBITRATION

         In the event of any dispute under this Agreement, then and in such
event, each party hereto agrees that the dispute shall be submitted to the
American Arbitration Association in Nassau County, New York, for its decision
and determination in accordance with its rules and regulations then in effect.
Each of the parties agrees that the decision and/or award made by the
Association may be entered as judgment of the courts of the State of New York,
as shall be enforceable as such.

         If the foregoing correctly sets forth the understanding between the
Consultant and the Company with respect to the foregoing, please so indicate
your agreement by signing in the place provided below, at which time this letter
shall become a binding contract.


                                        KIRLIN SECURITIES, INC.


                                        By:
                                           -------------------------------------
                                                David O. Lindner
                                                Chairman


AGREED AND ACCEPTED BY:

MONTANA MILLS BREAD CO., INC.


By:
   ----------------------------------------
      Eugene O'Donovan
      President and Chief Executive Officer



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