LOAN AGREEMENT

Borrower:	BAB Holdings, Inc.
		8501 W. Higgins Road, Suite 320
		Chicago, Illinois 60631

Lender:	CIB Bank
		101 N. Wolf Road
		Hillside, IL 60162

THIS LOAN AGREEMENT between BAB Holdings, Inc. ("Borrower") and  CIB BANK
("Lender") is made and executed on the following terms and conditions.
Borrower has received prior commercial loans from  Lender or has applied to
Lender for a commercial loan or loans  and other financial accommodations,
including those which may be described  on any exhibit or schedule attached to
this Agreement. All such  loans and financial accommodations, together with
all future loans and  financial accommodations from Lender to Borrower, are
referred to  in the Agreement individually as the "Loan" and collectively as
the  "Loans." Borrower understands and agrees that: (a) in granting, renewing,
or extending any Loan, Lender is relying upon Borrower's  representations,
warranties, and agreements, as set forth in this  Agreement; (b) the granting,
renewing, or extending of any Loan by Lender at all  times shall be subject to
Lender's sole judgment and discretion; and (c) all such Loans shall be and
shall remain subject to the following terms  and conditions of this Agreement.

TERM. This Agreement shall be effective as of December 31, 1999, and shall
continue thereafter until all indebtedness of Borrower  to Lender has been
performed in full and the parties terminate this Agreement  in writing.

DEFINITIONS.  The following words shall have the following  meanings when used
in this Agreement. Terms not otherwise defined  in this Agreement shall have
the meanings attributed to such terms In the Uniform  Commercial Code. All
references to dollar amounts shall mean  amounts in lawful money of the United
States of America.

Agreement.  The word "Agreement" means this Loan Agreement, as this  Loan
Agreement may be amended or modified from time to time together with all
exhibits and schedules attached to this Loan  Agreement from time to time.

Account.  The word "Account" means a trade account, account  receivable, or
other right to payment for goods sold or services  rendered owing to Borrower
(or to a third party grantor acceptable to Lender).

Account Debtor.  The words "Account Debtor" mean the person or  entity
obligated upon an Account.

Advance.  The word "Advance" means a disbursement of Loan funds  under this
Agreement.

Borrower. The word "Borrower" means BAB Holdings, Inc.  The word "Borrower"
also Includes, as applicable, all subsidiaries and  affiliates of Borrower as
provided below in the paragraph titled "Subsidiaries  and Affiliates."

Borrowing Base.  The words "Borrowing Base" mean, as determined by  Lender
from time to time, the lesser of (a) $1,500,000.00; or (b)  the sum of (i)
75.000% of the aggregate amount of Eligible Accounts, plus  (ii) 40.000% of
the aggregate amount of Eligible Equipment.

Business Day. The words "Business Day" mean a day on which  commercial banks
are open for business in the State of Illinois.

CERCLA.  The word "CERCLA" means the Comprehensive Environmental  Response,
Compensation, and Liability Act of 1980, as amended.

Cash Flow.  The words "Cash Flow" mean net income after taxes, and  exclusive
of extraordinary gains and income, plus depreciation an amortization.

Collateral.  The word "Collateral" means and includes without  limitation all
property and assets granted as collateral security  for a Loan, whether real
or personal property, whether granted directly or indirectly, whether granted
now or in the future, and whether  granted in the form of a security interest,
mortgage, deed of trust, assignment, pledge, chattel  mortgage, chattel trust,
factor's lien, equipment trust,  conditional sale, trust receipt lien, charge,
lien or title retention contract, lease or  consignment intended as a security
device, or any other security  or lien interest whatsoever whether created by
law, contract, or otherwise. The word  "Collateral" Includes without
limitation all collateral described  below in the section titled "COLLATERAL."

Debt.  The word "Debt" means all of Borrower's liabilities excluding
Subordinated Debt.

Eligible Accounts.  The words "Eligible Accounts" mean, at any  time, all of
Borrower's Accounts which contain selling terms and  condition acceptable to
Lender. The net amount of any Eligible Account  against which Borrower may
borrow shall exclude all returns,  discounts, credit and offsets of any
nature. Unless otherwise agreed to by Lender  in writing, Eligible Accounts do
not include:

(a)  Accounts with respect to which the Account Debtor Is an  officer, an
employee or agent of Borrower.

(b) Accounts with respect to which the Account Debtor is a  subsidiary of, or
affiliated with or related to Borrower or its  shareholders, officers or
directors.

(c) Accounts with respect to which goods are placed on  consignment,
guaranteed sale, or other terms by reason of which  the payment by the Account
Debtor may be conditional.

(d) Accounts with respect to which the Account Debtor is not a  resident of
the United States, except to the extent such Accounts  are supported by
insurance, bonds or other assurances satisfactory to  Lender.

(e) Accounts with respect to which Borrower is or may become  liable to the
Account Debtor for goods sold or services rendered  by the Account Debtor to
Borrower.

(f) Accounts which are subject to dispute, counterclaim, or  setoff.

(g) Accounts with respect to which the goods have not been shipped  or
delivered, or the services have not been rendered, to the  Account Debtor.

(h) Accounts with respect to which Lender, in its sole discretion,  deems the
creditworthiness or financial condition of the Account  Debtor be
unsatisfactory.

(i) Accounts of any Account Debtor who has filed or has had filed  against it
a petition in bankruptcy or an application for relief  under any provision of
any state or federal bankruptcy, insolvency, or  debtor-in-relief acts; or who
has had appointed a trustee,  custodian, or receiver for the assets of such
Account Debtor; or who has made an  assignment for the benefit of creditors or
has become insolvent  or fails general to pay its debts (including its
payrolls) as such debts become due.

(j) Accounts with respect to which the Account Debtor is the  United States
government or any department or agency of the  United States.

(k) Accounts which have not been paid in full within 90 days from  the invoice
date.

Eligible Equipment. The words "Eligible Equipment" mean, at any  time, all of
Borrower's Equipment as defined below except:

(a) Equipment which is not owned by Borrower free and clear of  all security
interests, liens, encumbrances, and claims of third  parties.

(b) Equipment which Lender, in its sole discretion, deems to be  obsolete,
unsalable, damaged, defective, or unfit for operation.

(c)  Any equipment financed by others.

Equipment.  The word "Equipment" means all of Borrower's goods  used or bought
for use primarily in Borrower's business and which  are not included in
inventory, whether now or hereafter existing.

ERISA.  The word 'ERISA" means the Employee Retirement income  Security Act of
1974, as amended.

Event of Default.  The words "Event of Default" mean and include  without
limitation any of the Events of Default set forth below  in the section titled
"EVENTS OF DEFAULT."

Expiration Date.  The words "Expiration Date" mean the date of  termination of
Lender's commitment to lend under this Agreement.

Grantor.  The word "Grantor" means and includes without limitation  each and
all of the persons or entities granting a Security interest in any Collateral
for the indebtedness, including without limitation all  Borrowers granting
such a Security Interest.

Guarantor.  The word "Guarantor" means and includes without  limitation each
and all of the guarantors, sureties, and  accommodation parties in connection
with any indebtedness.

Indebtedness.  The word "indebtedness" means and includes without  limitation
all Loans, together with all other obligations, debts  and liabilities of
Borrower to Lender, or any one or more of them, as well as all  claims by
Lender against Borrower, or any one or more of them;  whether now or hereafter
existing, voluntary or involuntary, due or not due,  absolute or contingent,
liquidated or unliquidated; whether Borrower may be liable individually or
jointly with others; whether Borrower may be  obligated as a guarantor,
surety, or otherwise; whether recovery  upon such indebtedness may be or
hereafter may become barred by any statute  of limitations; and whether such
indebtedness may be or hereafter  may become otherwise unenforceable.

Lender.  The word "Lender" means CIB BANK, its successors and  assigns.

Line of Credit.  The words "Line of Credit" mean the credit facility
described in the section titled "LINE OF CREDIT" below.

Liquid Assets.  The words "Liquid Assets" mean Borrower's cash on hand plus
Borrower's readily marketable securities.

Loan.  The word "Loan" or "Loans" means and includes without  limitation any
and all commercial loans and financial  accommodations from Lender to
Borrower, whether now or hereafter existing, and however evidenced, including
without limitation those loans and  financial accommodations described herein
or described on any exhibit or  schedule attached to this Agreement from time
to time.

Note.  The word "Note" means and includes without limitation Borrower's
promissory note or notes, if any, evidencing  Borrower's Loan obligations in
favor of Lender, as well as any substitute, replacement or  refinancing note
or notes therefor.

Permitted Liens.  The words "Permitted Liens" mean: (a) liens and  security
interests securing indebtedness owed by Borrower to Lender; (b) liens for
taxes, assessments, or similar charges either not yet due or being contested
in good faith; (c) liens of material men, mechanics, warehousemen, or
carriers, or other like liens arising in the  ordinary course of business and
securing obligations which are  not yet delinquent; (d) purchase money liens
or purchase money security interests upon or in any property acquired or held
by Borrower in the ordinary  course of business to secure indebtedness
outstanding on the date of this  Agreement or permitted to be incurred under
the paragraph of this Agreement titled "Indebtedness and Liens"; (e) liens and
security interests  which, as of the date of this Agreement, have been
disclosed to  and approved by the Lender in writing; and (f) those liens and
security interests  which in the aggregate constitute an immaterial and
insignificant  monetary amount with respect to the net value of Borrower's
assets.

Related Documents.  The words "Related Documents" mean and include  without
limitation all promissory notes, credit agreements, loan agreements,
environmental agreements, guaranties, security  agreements, mortgages, deeds
of trust, and all other instruments,  agreements and documents, whether now or
hereafter existing, executed in  connection with the indebtedness.

Security Agreement.  The words "Security Agreement" mean and  include without
limitation any agreements, promises, covenants,  arrangements understandings
or other agreements, whether created by law,  contract, or otherwise,
evidencing, governing, representing, or  creating a Security Interest.

Security Interest.  The words "Security Interest" mean and include  without
limitation any type of collateral security, whether in  the form of a lien
charge, mortgage, deed of trust, assignment, pledge, chattel  mortgage,
chattel trust, factor's lien, equipment trust,  conditional sale, trust
receipt lien or title retention contract, lease or consignment intended  as a
security device, or any other security or lien interest  whatsoever, whether
created by law, contract, or otherwise.

SARA.  The word "SARA" means the Superfund Amendments and  Reauthorization Act
of 1986 as now or hereafter amended.

Subordinated Debt.  The words "Subordinated Debt" mean  indebtedness and
liabilities of Borrower which have been  subordinated by written agreement to
indebtedness owed by Borrower to Lender in form and substance acceptable to
Lender.

Net Worth.  The words "Net Worth" mean Borrower's total assets  excluding all
intangible assets (i.e., goodwill, trademarks,  patents, copyrights,
organizational expenses, and similar intangible items, but including
leaseholds and leasehold  improvements) less total Debt.

Working Capital.  The words "Working Capital" mean Borrower's  current assets,
excluding prepaid expenses, less Borrower's  current liabilities.

LINE OF CREDIT.  Lender agrees to make Advances to Borrower from  time to time
from the date of this Agreement to the Expiration  Date, provided the
aggregate amount of such Advances outstanding at any time  does not exceed the
Borrowing Base. Within the foregoing limits,  Borrower may borrow, partially
or wholly prepay, and reborrow under this  Agreement as follows.

Conditions Precedent to Each Advance.  Lender's obligation to make  any
Advance to or for the account of Borrower under this  Agreement is subject to
the following conditions precedent, with all  documents, instruments,
opinions, reports, and other items  required under this Agreement to be in
form and substance satisfactory to Lender:

(a) Lender shall have received evidence that this Agreement and  all Related
Documents have been duly authorized, executed, and  delivered by Borrower to
Lender.

(b) Lender shall have received such opinions of counsel,  supplemental
opinions, and documents as Lender may request.

(c) The security interests in the Collateral shall have been duly  authorized,
created, and perfected with first lien priority and  shall be in full force
and effect.

(d) All guaranties required by Lender for the Line of Credit  shall have been
executed by each Guarantor, delivered to Lender,  and be in full force and
effect.

(e) Lender, at its option and for its sole benefit, shall have  conducted an
audit of Borrower's Accounts, Equipment, books,  records, and operations, and
Lender shall be satisfied as to their condition.

(f) Borrower shall have paid to Lender all fees, costs, and  expenses
specified in this Agreement and the Related Documents as  are then due and
payable.

(g) There shall not exist at the time of any Advance a condition  which would
constitute an Event of Default under this Agreement,  and Borrower shall have
delivered to Lender the compliance  certificate called for in the paragraph
below titled "Compliance  Certificate."

Making Loan Advances.  Advances under the Line of Credit may be  requested
orally by authorized persons. Lender may, but need not,  require that all oral
requests be confirmed in writing. Each Advance  shall be conclusively deemed
to have been made at the request of  and for the benefit of Borrower (a) when
credited to any deposit account of Borrower  maintained with Lender or (b)
when advanced in accordance with the instructions of an authorized person.
Lender, at its option, may  set a cutoff time, after which all requests for
Advances will be  treated as having been requested on the next succeeding
Business Day.

Mandatory Loan Repayments. If at any time the aggregate principal  amount of
the outstanding Advances shall exceed the applicable  Borrowing Base,
Borrower, immediately upon written or oral notice from  Lender, shall pay to
Lender an amount equal to the difference  between the outstanding principal
balance of the Advances and the Borrowing  Base. On the Expiration Date,
Borrower shall pay to Lender in  full the aggregate unpaid principal amount of
all Advances then outstanding and all  accrued unpaid interest, together with
all other applicable fees,  costs and charges, if any, not yet paid.

Loan Account. Lender shall maintain on its books a record of  account in which
Lender shall make entries for each Advance and  such other debits and credits
as shall be appropriate in connection with the  credit facility. Lender shall
provide Borrower with periodic  statements of Borrower's account, which
statements shall be considered to be  correct and conclusively binding on
Borrower unless Borrower  notifies Lender to the contrary within thirty (30)
days after Borrower's receipt of  any such statement which Borrower deems to
be incorrect.

COLLATERAL.  To secure payment of the Line of Credit and  performance of all
other Loans, obligations and duties owed by  Borrower to Lender, Borrower (and
others, if required) shall grant to Lender Security  Interests in such
property and assets as Lender may require (the  "Collateral"). Lender's
Security interests in the Collateral shall be continuing liens  and shall
include the proceeds and products of the Collateral,  including without
limitation the proceeds of any insurance. With respect to the Collateral,
Borrower agrees and represents and warrants to Lender:

Perfection of Security Interests. Borrower agrees to execute such  financing
statements and to take whatever other actions are  requested by Lender to
perfect and continue Lender's Security Interests in the  Collateral. Upon
request of Lender, Borrower will deliver to  Lender any and all of the
documents evidencing or constituting the Collateral, and  Borrower will note
Lender's interest upon any and all chattel  paper if not delivered the Lender
for possession by Lender. Contemporaneous with the  execution of this
Agreement, Borrower will execute one or more  UCC financing statements and any
similar statements as may be required by  applicable law, and will file such
financing statements and all such similar statements in the appropriate
location or locations. Borrower hereby  appoints Lender as its irrevocable
attorney-in-fact for the purpose  of executing any documents necessary to
perfect or to continue any Security Interest. Lender may at any time, and
without further  authorization from Borrower, file a carbon, photograph,
facsimile, or other reproduction of any  financing statement for use as a
financing statement Borrower  will reimburse Lender for all expenses for the
perfection, termination, and the  continuation of the perfection of Lender's
Security Interest in  the Collateral Borrower promptly will notify Lender of
any change in Borrower's  name including any change to the assumed business
names of Borrower.  Borrower also promptly will notify Lender of any change in
Borrower's Social Security Number or Employer identification  Number. Borrower
further agrees to notify Lender in writing prior to any change in address or
location of Borrower's principal governance office or  should Borrower merge
or consolidate with any other entity.

Collateral Records.  Borrower does now, and at all times hereafter  shall,
keep correct and accurate records of the Collateral, all  of which record
shall be available to Lender or Lender's representative upon  demand for
inspection and copying at any reasonable time. With  respect to the Accounts,
Borrower agrees to keep and maintain such records as  Lender may require,
including without limitation information  concerning Eligibility Accounts and
Account balances and agings. With respect to the  Equipment, Borrower agrees
to keep and maintain such records as  Lender may require, including without
limitation information concerning  Eligible Equipment and records itemizing
and describing the kind, type, quality, and quantity of Equipment, Borrower's
Equipment costs, and the daily  withdrawals and additions to Equipment.

Collateral Schedules.  Concurrently with the execution and  delivery of this
Agreement, Borrower shall execute and deliver to  Lender schedules of Accounts
and Equipment and schedules of Eligible Accounts and  Eligible Equipment, in
form and substance satisfactory to the  Lender. Thereafter Supplemental
schedules shall be delivered according to the  following schedule: With each
advance request when borrowing, but  no later than twenty (20) days from the
end of the month, when there is a  balance outstanding.

Representations and Warranties Concerning Accounts.  With respect  to the
Accounts, Borrower represents and warrants to Lender: (a)  Each Account
represented by Borrower to be an Eligible Account for  purposes of this
Agreement conforms to the requirements of the  definition of an Eligible
Account; (b) All Account information listed on schedules  delivered to Lender
will be true and correct, subject to  immaterial variance; and (c) Lender, its
assigns, or agents shall have the right at any  time and at Borrower's expense
to inspect, examine, and audit  Borrower's records and to confirm with Account
Debtors the accuracy of such Accounts.

Representations and Warranties Concerning Equipment.  With respect  to the
Equipment, Borrower represents and warrants to Lender: (a)  All Equipment
represented by Borrower to be Eligible Equipment for  purposes of this
Agreement conforms to the requirements of the  definition Eligible Equipment;
(b) All Equipment values listed on schedules  delivered to Lender will be true
and correct, subject to  immaterial variance; (c) The value of the Equipment
will be determined on a consistent  accounting basis; (d) Except as agreed to
the contrary by Lender in writing, all Eligible Equipment is now and at all
times hereafter will be in  Borrower's physical possession; (e) Except as
reflected in the  Equipment schedule delivered to Lender, all Eligible
Equipment is now and at all  times hereafter will be of good and merchantable
quality, free  from defects; (f) Eligible Equipment is not now and will not at
any time hereafter be stored  with a bailee, warehouseman, or similar party
without Lender's  prior written consent, and, in such event, Borrower will
concurrently at the  time of bailment cause any such bailee, warehouseman, or
similar  party to issue and deliver to Lender, in form acceptable to Lender,
warehouse  receipts in Lender's name evidencing the storage of Equipment;  and
(g) Lender, its assigns, or agents shall have the right at any time and at
Borrower's expense to inspect and examine the Equipment and to  check and test
the same as to quality, quantity, value, and condition.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants  to Lender,
as of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal,  extension or modification of any
Loan, and at all times any  indebtedness exists:

Organization. Borrower is a corporation which is duly organized,  validly
existing, and in good standing under the laws of the  State of Illinois and is
validly existing and in good standing in all states in which  Borrower is
doing business. Borrower has the full power and  authority to own its
properties and to transact the businesses in which it is  presently engaged or
presently proposes to engage. Borrower also  is duly qualified as foreign
corporation and is in good standing in all states in  which the failure to so
quality would have a material adverse  effect on its businesses financial
condition.

Authorization. The execution, delivery, and performance of this  Agreement and
all Related Documents by Borrower, to the extent to  be executed, delivered or
performed by Borrower, have been duly authorized by  all necessary action by
Borrower; do not require the consent or  approval of any other person,
regulatory authority or governmental body; and  do not conflict with, result
in a violation of, or constitute a  default under (a) any provision of its
articles of incorporation or organization, or  bylaws, or any agreement or
other instrument binding upon  Borrower or (b) any law, governmental
regulation, court decree, or order applicable to  Borrower.  Financial
Information. Each financial statement of Borrower  supplied to Lender truly
and completely disclosed Borrower's  financial condition as of the date of the
statement, and there has been no material  adverse change in Borrower's
financial condition subsequent to  the date of the most recent financial
statement supplied to Lender. Borrower has no  material contingent obligations
except as disclosed in such  financial statements.

Legal Effect. This Agreement constitutes, and any instrument or  agreement
required hereunder to be given by Borrower when  delivered will constitute,
legal, valid and binding obligations of Borrower  enforceable against Borrower
in accordance with their respective  terms.

Properties. Except for Permitted Liens, Borrower owns and has  good title to
all of Borrower's properties free and clear of all  Security Interests, and
has not executed any security documents or financing  statements relating to
such properties.  All of Borrower's  properties are titled in Borrower's legal
name, and Borrower has not used, or filed a  financing statement under, any
other name for at least the last  five (5) years.

Hazardous Substances. The terms "hazardous waste," "hazardous  substance,"
"disposal," "release," and "threatened release," as  used in this Agreement,
shall have the same meanings as set forth in the  "CERCLA," "SARA," the
Hazardous Materials Transportation Act,  49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42  U.S.C. Section 6901, et seq., or
other applicable state or  Federal laws, rules, or regulations adopted
pursuant to any of the foregoing. Except as  disclosed to and acknowledged by
Lender in writing, Borrower  represents and warrants that: (a) During the
period of Borrower's ownership of  the properties, there has been no use,
generation, manufacture,  storage, treatment, disposal, release or threatened
release of any  hazardous waste or substance by any person on, under, about or
from any of the properties. (b) Borrower has no knowledge of, or reason to
believe that there has been (i) any use, generation, manufacture,  storage,
treatment, disposal, release, or threatened release of any hazardous waste  or
substance on, under, about or from the properties by any prior  owners or
occupants of any of the properties, or (ii) any actual or  threatened
litigation or claims of any kind by any person  relating to such matters. (c)
Neither Borrower nor any tenant, contractor, agent or other  authorized user
of any of the properties shall use, generate,  manufacture, store, treat,
dispose of, or release any hazardous waste or substance on,  under, about or
from any of the properties; and any such activity  shall be conducted in
compliance with all applicable federal, state, and local laws,  regulations,
and ordinances, including without limitation those  laws, regulations and
ordinances described above. Borrower authorizes Lender and its  agents to
enter upon the properties to make such inspections and  tests as Lender may
deem appropriate to determine compliance of the  properties with this section
of the Agreement any inspections or  tests made by Lender shall be at
Borrower's expense and for Lender's purposes  only and shall not be construed
to create any responsibility or  liability on the part of Lender to Borrower
or to any other person. The representations  and warranties contained herein
are based on Borrower's due  diligence in investigating the properties for
hazardous waste and hazardous  substances. Borrower hereby (a) releases and
waives any future  claims against Lender for indemnity or contribution in the
event Borrower  becomes liable for cleanup or other costs under any such laws,
and (b) agrees to indemnify and hold harmless Lender against any and all
claims,  losses, liabilities, damages, penalties, and expenses which  Lender
may directly or indirectly sustain or suffer resulting from a breach of this
section of the Agreement or as a consequence of any use,  generation,
manufacture, storage, disposal, release or threatened release of a hazardous
waste or substance on the properties. The provisions of this  section of the
Agreement, including the obligation to Indemnify, shall survive  the payment
of the indebtedness and the termination or expiration  of this Agreement and
shall not be affected by Lender's acquisition of  any interest in any of the
properties, whether by foreclosure or  otherwise.

Litigation and Claims. No litigation, claim, investigation,  administrative
proceeding or similar action (including those for  unpaid taxes) against
Borrower is pending or threatened, and no other event has  occurred which may
materially adversely affect Borrower's  financial condition or properties,
other than litigation, claims, or other events, if  any, that have been
disclosed to and acknowledged by Lender in  writing.

Taxes. To the best of Borrower's knowledge, all tax returns and  reports of
Borrower that are or were required to be filed, have  been filed, and all
taxes, assessments and other governmental charges have been paid  in full,
except those presently being or to be contested by  Borrower in good faith in
the ordinary course of business and for which  adequate reserves have been
provided.

Lien Priority. Unless otherwise previously disclosed to Lender in writing,
Borrower has not entered into or granted any Security  Agreements, or
permitted the filing or attachment of any Security Interests on or affecting
any of the Collateral directly or indirectly  securing repayment of Borrower's
Loan and Note, that would be prior or that may in any way be superior to
Lender's Security interests and rights in and  to such Collateral.

Binding Effect. This Agreement, the Note, all Security Agreements  directly or
indirectly securing repayment of Borrower's Loan and  Note and all of the
Related Documents are binding upon Borrower as well as  upon Borrower's
successors,' representatives and assigns, and are  legally enforceable in
accordance with their respective terms.

Commercial Purposes. Borrower intends to use the Loan proceeds  solely for
business or commercial related purposes.

Employee Benefit Plans. Each employee benefit plan as to which  Borrower may
have any liability complies in all material respects with all applicable
requirements of law and regulations, and (i) no  Reportable Event nor
Prohibited Transaction (as defined in ERISA)  has occurred with respect to any
such plan, (ii) Borrower has not withdrawn from  any such plan or Initiated
steps to do so, (iii) no steps have  been taken to terminate any such plan,
and (iv) there are no unfunded  liabilities other than those previously
disclosed to Lender in  writing.

Location of Borrower's Offices and Records. Borrower's place of  business, or
Borrower's chief executive office, if Borrower has  more than one place of
business, is located at 8501 West Higgins Road, Suite  320, Chicago, IL 60631.
Unless Borrower has designated otherwise in writing this location is also the
office or offices where Borrower keeps its  records concerning the Collateral
Information.  All information heretofore or contemporaneously  herewith
furnished by Borrower to Lender for the purposes of or  in connection with
this Agreement or any transaction contemplated hereby is, and all  information
hereafter furnished by or on behalf of Borrower to  Lender will be, true and
accurate in every material respect on the date as of  which such information
is dated or certified; and none of such  information is or will be incomplete
by omitting to state any material fact necessary to  make such information not
misleading.

Survival of Representations and Warranties. Borrower understands  and agrees
that Lender, without independent investigation, is  relying upon the above
representations and warranties in extending Loan  Advances to Borrower.
Borrower further agrees that the foregoing  representations and warranties
shall be continuing in nature and shall remain in  full force and effect until
such time as Borrower's indebtedness  shall be paid in full, or until this
Agreement shall be terminated in the manner  provided above, whichever is the
last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

Litigation. Promptly inform Lender in writing of (a) all  material adverse
changes in Borrower's financial condition, and  (b) all existing and all
threatened litigation, claims, investigations, administrative  proceedings or
similar actions affecting Borrower or any  Guarantor which could materially
affect the financial condition of Borrower or the  financial condition of any
Guarantor.  Borrower will notify Lender within 30 days of any lawsuits, liens
Or encumbrances which could materially affect Borrower or Guarantor.

Financial Records. Maintain its books and records in accordance with
generally accepted accounting principles, applied on a  consistent basis, and
permit Lender to examine and audit Borrower's books and  records at all
reasonable times.

Financial Statements. Furnish Lender with, as soon as available,  but in no
event later than one hundred twenty (120) days after  the end of each fiscal
year, Borrower's balance sheet and income statement for  the year ended,
audited by a certified public accountant  satisfactory to Lender and, as soon
as available, but in no event later than thirty (30)  days after the end of
each month, Borrower's balance sheet and  profit and loss, statement for the
period ended, prepared and certified as correct  to the best knowledge and
belief by Borrower's chief financial  officer or other officer or person
acceptable to Lender.  All financial reports  required to be provided under
this Agreement shall be prepared in accordance with generally accepted
accounting principles, applied on a consistent  basis, and certified by
Borrower as being true and correct.

Additional Information. Furnish such additional information and  statements,
lists of assets and liabilities, agings of  receivables and payables,
inventory schedules, budgets, forecasts, tax returns, and other  reports with
respect to Borrower's financial condition and  business operations Lender may
request from time to time.

Financial Covenants and Ratios. Comply with the following covenants and
ratios:

Net Worth. Maintain a minimum Net Worth of not less  than $6,000,000.00 with a
Tangible Net Worth of $2,500,000.  Except as provided above, all computations
made to determine compliance with the requirements contained in  this
paragraph shall be made in accordance with generally accepted accounting
principles, applied on a consistent basis, and certified by Borrower as being
true and correct.

Insurance. Maintain fire and other risk insurance, public liability
insurance, and such other insurance as Lender may require with  respect
Borrower's properties and operations, in form, amounts, coverages  and with
Insurance companies reasonably acceptable to Lender Borrower, upon request of
Lender, will deliver to Lender from  time to time the policies or certificates
of insurance in form  satisfactory Lender, including stipulations that
coverages will not be  canceled or diminished without at least ten (10) days
prior written notice to Lender each insurance policy also shall include an
endorsement providing  that coverage in favor of Lender will not be Impaired
in any way  by an act, omission or default of Borrower or any other person. in
connection with all policies covering assets in which Lender  holds or is
offered security interest for the Loans, Borrower will provide Lender with
such loss payable or other endorsements as Lender may  require.

Insurance Reports. Furnish to Lender, upon request of Lender,  reports on each
existing Insurance policy showing such information as Lender may reasonably
request, Including without limitation the  following: (a) the name of the
insurer; (b) the risks insured;  (c) the amount of the policy (d) the
properties insured; (e) the then current property values  on the basis of
which Insurance has been obtained, and the manner determining those values;
and (f) the expiration date of the  policy.  In addition, upon request of
Lender (however not more  often than annual) Borrower will have an independent
appraiser satisfactory to  Lender determine, as applicable, the actual cash
value or  replacement cost of any Collateral. The cost of such appraisal shall
be paid by Borrower.

Guaranties.  Prior to disbursement of any Loan proceeds, furnish  executed
guaranties of the Loans in favor of Lender, executed by  the guarantors named
below, on Lender's forms, and in the amounts and under the  conditions spelled
out in those guaranties.

	Guarantors	                           Amounts
	Brewster's Franchise Corporation       Unlimited
	My Favorite Muffin, Too, Inc.	         Unlimited

Other Agreements. Comply with all terms and conditions of all  other
agreements, whether now or hereafter existing, between  Borrower and any other
party and notify Lender immediately in writing of any  default in connection
with any other such agreements.

Loan Proceeds. Use all Loan proceeds solely for Borrower's business
operations, unless specifically consented to the contrary by Lender writing.

Taxes, Charges and Liens. Pay and discharge when due all of its  indebtedness
and obligations, including without limitation all  assessment taxes,
governmental charges, levies and liens, of every kind and  nature, Imposed
upon Borrower or its properties, income, or profits, prior to the date on
which penalties would attach, and all lawful claims that, if unpaid, might
become a lien or charge upon any of Borrower's  properties income, or profits.
Provided however, Borrower will not be  required to pay and discharge any such
assessment, tax, charge,  levy, lien or claim so long as (a) the legality of
the same shall be contested in good  faith by appropriate proceedings, and (b)
Borrower shall have established on its books adequate reserves with respect to
such contested  assessment, tax, charge, levy, lien, or claim in accordance
with  generally accepted accounting practices. Borrower, upon demand of
Lender, will furnish to Lender evidence of payment of the assessments, taxes,
charges, levies liens and claims and will authorize the appropriate
governmental official to deliver to Lender at any time a written statement of
any assessment taxes, charges, levies, liens and claims against Borrower's
properties, income, or profits.

Performance. Perform and comply with all terms, conditions, and  provisions
set forth in this Agreement and in the Related  Documents in a timely manner,
and promptly notify Lender if Borrower learns of the  occurrence of any event
which constitutes an Event of Default  under this Agreement or under any of
the Related Documents.

Operations.  Maintain executive and management personnel with  substantially
the same qualifications and experience as the  present executive and
management personnel; provide written notice to Lender of any  change in
executive and management personnel; conduct its business affairs in a
reasonable and prudent manner and in compliance with all applicable federal,
state and municipal laws, ordinances, rules  and regulations respecting Its
properties, charters, businesses and operations,  Including without
limitation, compliance with the Americans With  Disabilities Act and with all
minimum funding standards and other requirements of  ERISA and other laws
applicable to Borrower's employee benefit  plans.

Inspection.  Permit employees or agents of Lender at any  reasonable time to
inspect any and all collateral for the Loan or  Loans and Borrower other
properties and to examine or audit Borrower's books, accounts, and records and
to make copies and memoranda of  Borrower's book accounts, and records. If
Borrower now or at any time hereafter  maintains any records (including
without limitation computer generated records and computer software programs
for the generation of such  records) in the possession of a third party,
Borrower, upon request of Lender, shall notify such party to permit Lender
free access to such records at  all reasonable times and to provide Lender
with copies of any records it may request, all at Borrower's expense.

Compliance Certificate.  Unless waived in writing by Lender, provide Lender at
least annually and at the time of each  disbursement of Loan proceeds with a
certificate executed by Borrower's chief  financial officer, or other officer
or person acceptable to  Lender, certifying that the representations and
warranties set forth in this Agreement are  true and correct as of the date of
the certificate and further certifying that, as of the date of the
certificate, no Event of Default exists under this Agreement.

Environmental Compliance and Reports.  Borrower shall comply in all respects
with all environmental protection federal, state and  local law statutes,
regulations and ordinances; not cause or permit to  exist, as a result of an
intentional or unintentional action or omission on its part or of the part of
any third party, on property owned and/or occupied by  Borrower, any
environmental activity where damage may result to the environment, unless such
environmental activity is pursuant to  and in compliance with the conditions
of a permit issued by the  appropriate federal state or local governmental
authorities; shall furnish to Lender  promptly and in any event within thirty
(30) days after receipt  thereof a copy of any notice, summons, lien,
citation, directive, letter or other communication from any governmental
agency or instrumentality  concerning any intentional or unintentional action
or omission on Borrower's part in  connection with any environmental activity
whether or not there is damage to the environment and/or other natural
resources.

Additional Assurances.  Make, execute and deliver to Lender such  promissory
notes, mortgages, deeds of trust, security agreements,  financing statements,
Instruments, documents and other agreements as Lender  or its attorneys may
reasonably request to evidence and secure  the Loan and to perfect all
Security Interests.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender  that while
this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:

Indebtedness and Liens.  (a) Except for trade debt incurred in the  normal
course of business and indebtedness to Lender contemplated  by this Agreement,
create, incur or assume indebtedness for borrowed  money, including capital
leases, (b) except as allowed as a Permitted Lien, sell transfer, mortgage,
assign, pledge, lease, grant a security  interest in, or encumber any of
Borrower's assets, or (c) sell  with recourse any Borrower's accounts, except
to Lender.

Continuity of Operations.  (a) Engage in any business activities substantially
different than those in which Borrower is presently engaged, (b) cease
operations, liquidate, merge, transfer, acquire or consolidate with any other
entity, change ownership, change its  name, dissolve or transfer or sell
Collateral out of the ordinary course of business, (c)  pay any dividends on
Borrower's stock (other than dividends payable in its stock provided, however
that notwithstanding the foregoing, but only so long as no Event of Default
has occurred and is continuing or  would result from the payment of dividends,
if Borrower is a "Subchapter S  Corporation" (as defined In the Internal
Revenue Code of 1986, as  amended), borrower may pay cash dividends on its
stock to its shareholders from time to time in amounts necessary to enable the
shareholders to pay  income taxes and make estimated Income tax payments to
satisfy their liabilities under federal and state law which arise solely from
their status as Shareholder of a Subchapter S Corporation because of their
ownership of shares of stock of Borrower, or (d) purchase or retire any of
Borrower's outstanding shares or alter or amend Borrower's capital structure.

Loans, Acquisitions and Guaranties. (a) Loan, invest in or  advance money or
assets, (b) purchase, create or acquire any interest In any other enterprise
or entity, or (c) incur any obligation as surety or guarantor other than in
the ordinary course of business.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any  other agreement, Lender
shall have no obligation to make Loan Advances  or to disburse Loan proceeds
if: (a) Borrower or any Guarantor is  in default under the terms of this
Agreement or any of the Related Documents or  any other agreement that
Borrower or any Guarantor has with  Lender; (b) Borrower of any Guarantor
becomes insolvent, files a petition in bankruptcy  or similar proceedings, or
is adjudged a bankrupt; (c) there occurs a material adverse change in
Borrower's financial condition, in the financial  condition of any Guarantor,
or in the value of any Collateral  securing any Loan; (d) any Guarantor seeks,
claims or otherwise attempts to limit, modify or  revoke such Guarantor's
guaranty of the Loan or any other loan  with Lender; or (e) Lender in good
faith deems itself insecure, even though no Event of Default shall have
occurred.

ADDITIONAL REPORTING REQUIREMENTS. Accounts Receivable Aging  Report is due
within 20 days after month end.

ADDITIONAL AFFIRMATIVE COVENANTS PROVISION.  The word "promptly"  under the
"Litigation" covenant described in section titled "AFFIRMATIVE COVENANTS"
shall be defined as within 30 days of  such actions occurring which could
materially affect the  financial condition of Borrower or the financial
condition of any Guaranty as detailed  in the "Litigation" covenant.

ADDITIONAL FINANCIAL REQUIREMENTS.  Furnish Lender with copies of  annual tax
returns within 30 days of filing as well as other  financial and credit
information, in a form acceptable to Lender, as may be  required form time to
time.

ADDITIONAL NEGATIVE COVENANT.  Borrower is prohibited from paying  dividends,
however, Borrower is authorized to meet existing  preferred dividend payment
requirements provided Borrower is not in default  under the lean documents at
the time of dividend payment.

PRIOR LOAN AGREEMENT.  Loan Agreement dated December 31, 1999 supersedes Loan
Agreement dated December 31, 1998.

EQUIPMENT BORROWING BASE.  Reductions on the borrowing base from  equipment
cost will be made as follows:

1) January 1, 1999 Reduction of $10,000.00 for total of $10,0000.00
2) February 1, 1999 Reduction of $10,000.00 for total of $20,000.00
3) March 1, 1999 Reduction of $10,000.00 for total of $30,000.00
4) April 1, 1999 Reduction of $20,000.00 for total of $50,000.00
5) May 3, 1999 Reduction of $20,000.00 for total of $70,000.00
6) June 1, 1999 Reduction of $20,000.00 for total of $90,000.00
7) July 1, 1999 Reduction of $20,000.00 for a total of $110,000.00
8) August 2, 1999 Reduction of $20,000.00 for a total of $130,000.00
9) September 1, 1999 Reduction of $20,000.00 for a total of $150,000.00
10) October 1, 1999 Reduction of $20,000.00 for a total of $170,000.00
11) November 1, 1999 Reduction of $20,000.00 for a total of $190,000.00
12) December 1,1999 Reduction of $20,000.00 for a total of $210,000.00.

COMPENSATING BALANCES.  During each calendar quarter, the Borrower  will
maintain minimum compensating available balances with the  Lender in the
amount of $250,000.00. This is calculated by taking closing  available
balances from information provided by Lender for a calendar quarter period and
dividing by the number of days in the calendar quarter. On a  quarterly basis,
Lender reserves the right to charge an  additional amount of interest to
Borrower at an annual rate of Wall Street Journal Prime plus  four (4) percent
on the insufficient balance for the duration of  the default period. The
payment of this additional interest computation will constitute a  cure for
the default of not maintaining the required average of  $250,000.00 minimum
compensating available balance calculated on a quarterly basis.

CORPORATE ACCOUNTS.  Borrower will maintain all corporate accounts  with CIB
Bank with the exception of store depository accounts which are swept five days
a week.

ADDITIONAL ELIGIIBLE ACCOUNTS.  Eligible Receivables do not  include account
receivables to any obligor which also obligated  to BAB Holdings, Inc. under a
Note Receivable (or similar obligation that was  created by the conversion of
a trade account receivable) a prompt  payment record under the Note Receivable
(or similar obligation) has not been  established. Prompt payment shall be
defined, for this purpose  only, as a minimum of six (6) monthly payments made
with no payment being made later than 30  days from due date.

BUSINESS LOAN AGREEMENT ADDENDUM.  An exhibit, titled "BUSINESS  LOAN
AGREEMENT ADDENDUM," is attached to this Agreement and by this reference is
made a part of this Agreement just as if all  the provisions, terms and
conditions of the Exhibit had been  fully set forth in this Agreement.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security  interest
in, and hereby assigns, conveys, delivers, pledges, and  transfers to Lender
all Borrower's right, title and interest in and to,  Borrower's accounts with
Lender (whether checking, savings, or  some other account), including, without
limitation all accounts held jointly with someone else  and all accounts
Borrower may open in the future, excluding  however all IRA and Keogh
accounts, and all trust accounts for which the grant of a  security interest
would be prohibited by law. Borrower authorizes  Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts. and, at  Lender's option,
administratively freeze all such accounts to allow Lender to  protect Lender's
charge and setoff rights provided on this  paragraph.

EVENTS OF DEFAULT.  Each of the following shall constitute an  Event of
Default under this Agreement:

Default on Indebtedness.  Failure of Borrower to make any payment  when due on
the Loans.

Other Defaults. Failure of Borrower or any Grantor to comply with  or to
perform when due any other term, obligation, covenant or condition contained
in this Agreement or in any of the Related Documents,  or failure of Borrower
to comply with or to perform any other  term, obligation, covenant or
condition contained in any other agreement between  Lender and Borrower.

Default In Favor of Third Parties.  Should Borrower or any Grantor  default
under any loan, extension of credit, security agreement,  purchase sales
agreement, or any other agreement, in favor of any other  creditor or person
that may materially affect any of Borrower's property Borrower's or any
Grantor's ability to repay the Loans or perform  their respective obligations
under this Agreement or any of the  related Documents.

False Statements. Any warranty, representation or statement made or  furnished
to Lender by or on behalf of Borrower or any Grantor  under the Agreement or
the Related Documents is false or misleading in any  material respect at the
time made or furnished, or becomes false or misleading at any time thereafter.

Defective Collateralization.  This Agreement or any of the Related Documents
ceases to be in full force and effect (including  failure of any Security
Agreement to create a valid and perfected Security Interest) at any time and
for any reason.

Insolvency.  The dissolution or termination of Borrower's  existence as a
going business, the insolvency of Borrower, the  appointment of a receiver for
any part of Borrower's property, any assignment for the  benefit of creditors,
any type of creditor workout, or the  commencement of any proceeding under any
bankruptcy or insolvency laws by or against  Borrower.

Creditor or Forfeiture Proceedings.  Commencement of foreclosure  or
forfeiture proceedings, whether by judicial proceeding, self-help repossession
or any other method, by any creditor of Borrower,  any creditor of any Grantor
against any collateral securing the  indebtedness, or to any governmental
agency. This includes a garnishment, attachment,  or levy on or of any of
Borrower's accounts, including deposit  accounts, with Lender.

Events Affecting Guarantor. Any of the preceding events occurs  with respect
to any Guarantor of any of the indebtedness or any  Guarantor dies or becomes
incompetent, or revokes or disputes the validity of,  or liability under, any
Guaranty of the indebtedness.

Change in Ownership. Any change in ownership of twenty-five percent  (25%) or
more of the common stock of Borrower.

Adverse Change. A material adverse change occurs in Borrower's  financial
condition, or Lender believes the prospect of payment performance of the
indebtedness is impaired.

Insecurity. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall  occur, except
where otherwise provided in this Agreement or the  related Documents, all
commitments and obligations of Lender under this  Agreement or the Related
Documents or any other agreement  immediately  terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's option,
all indebtedness immediately will become due and payable, all without notice
of any kind to Borrower, except that in the case of an Event of Default of the
type described in the "insolvency" subsection above, such acceleration shall
be automatic and not optional. In addition, Lender shall have all the rights
and remedies provided in the Related Documents or available at law, in equity,
or otherwise.  Except as may be prohibited by applicable law, all of Lender's
rights and remedies should be cumulative and may be exercised singularly or
concurrently.  Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to  perform an obligation of Borrower or of any Grantor shall not
affect Lender's right declare a default and to exercise its rights and
remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

Amendments. This Agreement, together with any Related Documents, constitutes
the entire understanding and agreement of the parties as to the matters set
forth in this Agreement.  No alteration of or amendment  to this Agreement
shall be effective unless given in writing and signed by the party or parties
sought to be charged or bound by the alteration or amendment.

Applicable Law. this Agreement has been delivered to Lender and  accepted by
Lender in the State of Illinois.  If there is a lawsuit Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Cook County,
the State of Illinois. Lender and Borrower hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by either Lender or
Borrower against the other. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.

Caption Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement Multiple Parties; Corporate Authority. All obligations of
Borrower under this Agreement shall be joint and several, and all  references
to Borrow shall mean each and every Borrower.  This means that each of the
persons signing below is responsible for all obligations in this Agreement

Consent to Loan Participation. Borrower agrees and consents to Lender's sale
or transfer, whether now or later, of one or more  participation interests in
the Loans to one or more purchasers, whether related or unrelated to Lender.
Lender may provide, without any limitation whatsoever to any one or more
purchasers, or potential purchasers, any information or knowledge Lender may
have about Borrower or about  any other matter relating to the Loan, and
Borrower hereby waives any rights to privacy it may have with respect to such
matters.  Borrower additionally waives any and all notices of sale of
participation interests, as well as all notices of any repurchase of such
participation interests.  Borrower also agrees that the purchasers of any such
participation interests will be considered as the absolute owners of such
interests in the Loans and will have all the rights granted under the
participation agreement or agreements  governing the sale of such
participation interests.  Borrower further waives rights of offset or
counterclaim that it may have now or later  against Lender or against any
purchaser of such a participation interest and unconditionally agrees that
either Lender or such purchaser may enforce Borrower's obligation under the
Loans Irrespective of the  failure Insolvency of any holder of any interest in
the Loans. Borrower  further agrees that the purchaser of any such
participation  interests may enforce Interests irrespective of any personal
claims or defenses that  Borrower may have against Lender.

Costs and Expenses. Borrower agrees to pay upon demand all of  Lender's
expenses, including without limitation attorneys' fees,  incurred connection
with the preparation, execution, enforcement,  modification and collection of
this Agreement or in connection  with the Loans made pursuant to this
Agreement Lender may pay someone else to help  collect the Loans and to
enforce this Agreement, and Borrower  will pay that amount. This includes,
subject to any limits under applicable law,  Lender's attorneys' fees and
Lender's legal expenses, whether or  not there is lawsuit, including
attorneys' fees for bankruptcy proceedings  (including efforts to modify or
vacate any automatic stay or  injunction), appeals, or any anticipated post-
judgment collection services. Borrower also will pay any court costs, in
addition to all other sums provided by law.

Notices. All notices required to be given under this Agreement shall be given
in writing, may be sent by telefacsimile (unless  otherwise required by law),
and shall be effective when actually delivered or when  deposited with a
nationally recognized overnight courier or deposited in the United States
mail, first class, postage prepaid, addressed to the party  to whom the notice
is to be given at the address shown above. Any
party may change its address for notices under this Agreement by giving
formal written notice to the other parties, specifying that the  purpose of
the notice to change the party's address. To the extent permitted by
applicable law, if there is more than one Borrower, notice to any Borrower
will constitute notice to all Borrowers. For notice purposes, Borrower will
keep  Lender informed at all times of Borrower's current address(es).

Severability. If a court of competent jurisdiction finds any  provision of
this Agreement to be invalid or unenforceable as to  any person circumstance,
such finding shall not render that provision  invalid or unenforceable as to
any other persons or  circumstances. if feasible, any such offending provision
shall be deemed to be modified to be within  the limits of enforceability or
validity; however, if the offending provision cannot be so modified, it shall
be stricken and all other provisions of  this Agreement in all other respects
shall remain valid and  enforceable. Subsidiaries and Affiliates of Borrower.
To the extent the  context of any provisions of this Agreement makes it
appropriate,  including without limitation any representation, warranty or
covenant, the word  "Borrower" as used herein shall include all subsidiaries
and  affiliates of Borrower notwithstanding the foregoing however, under no
circumstances  shall this Agreement be construed to require Lender to make any
Loan or other financial accommodation to any subsidiary or affiliate of
Borrower.

Successors and Assigns. All covenants and agreements contained by or on behalf
of Borrower shall bind its successors and assigns  and shall inure to the
benefit of Lender, its successors and assigns.  Borrower shall not, however,
have the right to assign its rights  under this Agreement any interest
therein, without the prior written consent of Lender.

Survival.  All warranties, representations, and covenants made by Borrower in
this Agreement or in any certificate or other instrument delivered by Borrower
to Lender under this Agreement shall be considered to have been relied upon by
Lender and will survive the making of  the Loan and delivery to Lender of the
Related Documents, regardless of any investigation made by Lender or on
Lender's behalf.

Time is of the Essence.  Time is of the essence in the performance of this
Agreement.

Waiver.  Lender shall not be deemed to have waived any rights  under this
Agreement unless such waiver is given in writing and  signed by Lender. No
delay or omission on the part of Lender in exercising any right shall operate
as a waiver of such right or any other  right.  A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute a waiver of
Lender's right otherwise to demand strict compliance with that provision or
any other provision of this Agreement. No prior  waiver by Lender, nor any
course of dealing between Lender and  Borrower, between Lender and any
Grantor, shall constitute a waiver of any of Lender's rights or of any
obligations of Borrower or of any Grantor as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting
of such consent by Lender in any instance shall not constitute continuing
consent in subsequent instances where such consent is required, and in all
cases such consent may be granted withheld in the sole discretion of Lender.


BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT,
AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF DECEMBER
31,1999.

BORROWER:
BAB Holdings, Inc.


By:
	Mark Majewski, Chief Financial Officer

LENDER:
CIB BANK

By:
	Authorized Officer



BUSINESS LOAN AGREEMENT ADDENDUM

Borrower:	BAB Holdings, Inc.
		8501 West Higgins Road, Suite 320
		Chicago, IL 60631

Lender:	CIB Bank
		101 North Wolf Road
		Hillside, IL 60162

Date of Addendum: 12-31-99

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants  to Lender,
as of the date of this (Note/Loan Agreement), as of the date of each
disbursement of Loan proceeds, as of the date of any  renewal, extension or
modification of any Loan, and at all times any indebtedness exists:

Borrower's Business is Year 2000 Compliant. All the computers,  hardware,
microchips, software, and additional software  applications utilized by
Borrower in the conduct of Borrower's business  records, stores, processes,
and presents calendar dates falling  on or after January 1, 2000, and all
information pertaining to such calendar  dates, in the same manner and with
the same functionality as the Software does respecting calendar dates falling
on or before  December 31, 1999. Borrower further represents and warrants that
the computers, hardware, microchips, software, and additional software
applications shall have all appropriate capabilities and compatibility for
operation and for handling century-aware or Year 2000  compliant data.
Borrower also represents and warrants that the data-related user interface
functions, data-fields, and data-related program  instructions and functions
of the computers, hardware, microchips, software, and additional software
applications include the correct indication or calculation of the century and
are Year 2000 Compliant.

Borrower's Key Suppliers, Vendors, and Customers are Year 2000 Compliant.  The
key suppliers, vendors and customers which are material to Borrower's business
operations are Year 2000  Compliant.

Borrower's Goods and Services. Any computers, hardware,  microchips, software
and additional software applications good and services which will be sold or
leased by Borrower's business to Borrower's customers are Year 2000 Compliant.

Required Notices. Borrower has and will provide Lender any communication,
written or oral, from any individual, entity or consultant, indicating that
Borrower's business key suppliers, vendors or customers have newly discovered
Year 2000 problems or compliance issues and warrants that Borrower has not
received any communication, written or oral, from any material suppliers,
vendors or customers with Year 2000 problems or compliance issues which affect
Borrower's business.


BORROWER:

BAB Holdings, Inc.


By:
	Mark Majewski, Chief Financial Officer




PROMISSORY NOTE


Borrower:	BAB Holdings, Inc.
		8501 West Higgins Road, Suite 320
		Chicago, IL 60631

Lender: 	CIB BANK
		101 North Wolf Road
		Hillside, IL 60162

Principal Amount: $1,500,000.00		Initial Rate: 12.50%	Date of
Note:  December 31,1999

PROMISE TO PAY.  BAB Holdings, Inc. ("Borrower"') promises to pay to CIB BANK
("Lender"), or order, in lawful money of the United States of America, the
principal amount of One Million Five Hundred Thousand & 00/100 Dollars
($1,500,000.00) or so much as may be outstanding, together with interest on
the unpaid outstanding principal balance of each advance.  Interest shall be
calculated from the date each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on April 29, 2000.  In addition,
Borrower will pay regular monthly payments of accrued unpaid interest
beginning January 31, 2000, and all subsequent interest.  Payments are due on
the same day of each month after that.  The annual interest rate for this Note
is computed on a 365/360 basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number days the principal balance is
outstanding. Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing.  Unless otherwise agreed
or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid
collection costs and late charges.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to change
from time to time based on changes in an independent  Index which is the prime
rate as published in the Wall Street Journal. When a range of rates has been
published, the higher of the rates will be used. (the "Index").  The Index is
not necessarily the lowest rate charged by Lender on  its loans.  If the Index
becomes unavailable during the term of this loan, Lender may designate a
substitute index after notice to Borrower.  Lender will tell Borrower the
current Index rate upon Borrower's request.  Borrower understands that Lender
may make loans based on other rates as well. The interest rate change will not
occur more often than each day. The  index currently is 8.50% per annum. The
Interest rate to be applied to the unpaid principal balance of this Note will
be at a rate of 4.000 percentage point over the Index, resulting in an initial
rate of 12.50% per annum.  NOTICE: Under no circumstances will the interest
rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law. Except for the  foregoing, Borrower may
pay without penalty all or a portion of the amount owed earlier than it is
due.  Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments of  accrued
unpaid interest.  Rather, they will reduce the principal balance due.

LATE CHARGE.  If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect
any of Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d)
Any representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor
tries to take any of Borrower's property on or in which Lender has a lien or
security interest.  This includes a garnishment of any of Borrower's accounts,
including deposit accounts, with Lender. (g) Any guarantor dies or any of  the
other even described In this default section occurs with respect to any
guarantor of this Note. (h) A material adverse change occurs in  Borrower's
financial condition, or Lender believes the prospect of payment or performance
of the indebtedness is impaired. (i) Lender in good faith deems itself
insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediate due, without
notice, and then Borrower will pay that amount. Upon  default, including
failure to pay upon final maturity, Lender, at its option, may also, permitted
under applicable law, increase the variable interest rate on this Note to
7.000 percentage points over the Index. The  interest rate will not exceed the
maximum rate permitted by applicable law.  Lender may hire or pay someone else
to help collect this Note if Borrower does not pay. Borrower also will pay
Lender that amount.  This includes, subject  to any limits under applicable
law, Lender's attorneys' fees and Lender's legal expenses whether or not there
is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify vacate any automatic stay or
injunction), appeals, and any  anticipated post-judgment collection services.
If not prohibited by applicable law, Borrower also will pay any court costs,
in addition to all other sums  provided by law. This Note has been delivered
to Lender and  accepted by Lender in the State of Illinois. if there is a
lawsuit, Borrower agrees upon  Lender's request to submit to the jurisdiction
of the courts of Cook County, the State of Illinois. Lender and Borrower
hereby waive the right to  any jury trial in any action, proceeding, or
counterclaim brought  by either Lender or Borrower against the other. This
Note shall be governed  by and construed in accordance with the laws of the
State of Illinois.

CONFESSION OF JUDGMENT. Borrower hereby irrevocably authorizes  and empowers
any attorney-at-law to appear in any court of record and to confess judgment
against Borrower for the unpaid amount of this  Note as evidenced by an
affidavit signed by an officer of Lender  setting forth the amount then due,
plus attorneys' fees as provided in this Note,  plus costs of suit, and to
release all errors, and waive all  rights of appeal.  If a copy this Note,
verified by an affidavit, shall have been filed in the proceeding, it will not
be necessary to file the original as a  warrant of attorney. Borrower waives
the right to any stay of execution and the benefit of all  exemption laws now
or hereafter in effect. No single exercise of  the foregoing warrant and power
to confess judgment will be deemed to exhaust the  power, whether or not any
such exercise shall be held by any court to be invalid, voidable, or void; but
the power will continue undiminished and may be exercised from time to time as
Lender may elect until all  amounts owing on the Note have been paid in full.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest
in, and hereby assigns, conveys, delivers,  pledges, and transfers to Lender
all Borrower's right, title and interest in and to, Borrower's accounts with
Lender (whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else  and all accounts
Borrower may open in the future, excluding  however all IRA and Keogh
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law. Borrower authorizes  Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on this Note
against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to  protect Lender's
charge and setoff rights provided on this paragraph.

COLLATERAL. This Note is secured by all prior Security Agreements, including
but not limited to three (3) Security Agreements dated December 3,1998
covering all business assets for BAB Holdings, Inc., My  Favorite Muffin Too,
Inc. and Brewster's Franchise Corporation.

LINE OF CREDIT. This Note evidences a revolving line of credit.  Advances
under this Note may be requested orally by Borrower or by an authorize person.
Lender may, but need not, require that all oral requests be confirmed in
writing. All communications, instructions, or directions by telephone
otherwise to Lender are to be directed to Lender's office shown above. The
following party or parties are authorized to request  advances under the line
of credit until Lender receives from Borrower at Lender's address shown above
written notice of revocation of their authority:  Mark Majewski, Chief
Financial Officer; Michael K. Murtaugh, Vice President and Michael W. Evans,
President. Borrower agrees to be liable for all sums either: (a) advanced in
accordance with the instructions of an authorized person or (b) credited to
any of Borrower's accounts with Lender.  The unpaid principal balance owing on
this Note at any time may be evidenced by  endorsements on this Note or by
Lender's internal records, including daily computer printouts. Lender will
have no obligation to advance funds under this Note if: (a) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of  this Note; (b) Borrower or any guarantor
ceases doing business or is insolvent;  (c) any guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of
this Note or any other loan with Lender;  (d) Borrower has applied funds
provided pursuant to this Note for purposes other than those authorized by
Lender; or (e) Lender in good faith deems itself insecure under this Note or
any other agreement between Lender and Borrower.

PRIOR NOTE. A Promissory Note from BAB Holdings, Inc. to Lender, dated December
31, 1998 in the principal amount of $1,750,000.00.

GENERAL PROVISIONS. Lender may delay or forego enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person
who signs, guarantees or endorses this Note, to the  extent allowed by law,
waive presentment, demand for payment, protest and dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing,
no party who signs this  Note, whether as make guarantor, accommodation maker
or endorser, shall be released  from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan,
or release any party or guarantor or collateral; or impair, fail to realize
upon or perfect Lender's security interest in the collateral; and take any
other action deemed necessary by Lender without the consent of or notice to
anyone. All such parties also agree that Lender may modify this loan without
the consent of or notice to anyone other than the party with whom the
modification is made.

ILLINOIS INSURANCE NOTICE. Unless Borrower provides Lender with evidence of
the insurance coverage required by Borrower's  agreement with Lender, Lender
may purchase insurance at Borrower's expense to  protect Lender's interests in
the collateral. This insurance may, but need not, protect Borrower's
interests. The coverage that Lender purchases may not pay any claim that
Borrower makes or any claim that is made  against Borrower in connection with
the collateral. Borrower may later cancel any  insurance purchased by Lender,
but only after providing Lender with evidence that Borrower has obtained
insurance as required by their agreement.  If Lender purchases insurance for
the collateral, Borrower will be responsible for the costs of that insurance,
including interest and any other charges Lender may impose in connection with
the placement of the insurance, until the effective date of the cancellation
or expiration of the insurance. The costs of the insurance may be added to
Borrower's total outstanding balance or obligation. The costs of the insurance
may be more than the cost of insurance Borrower may be able to obtain on
Borrower's own.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE  PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES
TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE
NOTE.

BORROWER:

BAB Holdings, Inc.


By:
	Mark Majewski, Chief Financial Officer