Exhibit 10.1(c)


                     TERMINATION OF TRADEMARK AND TECHNOLOGY
                       LICENSE AND MANUFACTURING AGREEMENT

     THIS TERMINATION  AGREEMENT entered into this 22nd day of July 1996 between
T.J.  CINNAMONS,  INC., a Delaware  corporation,  with an address at 135 Seaview
Drive, Secaucus, New Jersey 07094 ("Licensor") and HEINZ BAKERY PRODUCTS,  INC.,
a Delaware corporation,  with an address at 150 Bud-Mil Drive, Buffalo, New York
14206 ("Developer")

                                    RECITALS

     A. On June 2, 1992 Signature Foods, Inc.,  Signature  Acquisition Corp. and
Pro  Bakers  Ltd.   entered  into  a  Trademark  and   Technology   License  and
Manufacturing Agreement (the "License Agreement");

     B.  Licensor is the  successor  in interest to  Signature  Foods,  Inc. and
Signature  Acquisition  Corp.  and Developer is the successor in interest to Pro
Bakers Ltd.;

     C. On August 1, 1994  Licensor and  Developer  entered into an Amendment to
the License  Agreement  (the foregoing  Amendment and the License  Agreement are
hereinafter collectively referred to as the "License Agreement");

     D. Pursuant to the Amendment Licensor delivered a $770,000  Promissory Note
(the "Licensor Note") to Developer;

     E. In accordance with Section 10(a) of the License Agreement  Developer has
delivered  Product ) sale and accrued Royalty reports (as defined in the License
Agreement  to Licensor  pursuant to which there is due and owing on the Licensor
Note, as of July 28, 1996, the amount of $801,050.99;

     F.  Licensor and Developer  have  mutually  agreed to terminate the License
Agreement upon the terms and conditions set forth hereinbelow.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. INCORPORATION OF RECITALS.  The Recitals set forth hereinabove are fully
incorporated herein.

     2. TERMINATION OF LICENSE AGREEMENT.  The License Agreement shall be deemed
terminated and of no further force and effect simultaneously with the Closing as
described and defined hereinbelow.

     3.  TERMINATION OF ANCILLARY  RIGHTS AND  OBLIGATIONS,  LICENSOR NOTE, ETC.
Simultaneously with the termination of the License

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Agreement  any  and  all  rights,  obligations,   liens,  guarantees,   security
agreements and any and all other  obligations  or  instruments  arising from the
License  Agreement,  including  but not limited to the Licensor  Note,  shall be
deemed  terminated  and of no further force and effect.  In  furtherance  of the
foregoing  Developer  shall  return and deliver to Licensor  the original of the
Licensor Note at the Closing.

     4.  CONSIDERATION  FOR TERMINATION.  At the Closing Developer shall receive
from Licensor the following  consideration  for the entry into this  Termination
Agreement:

     a.   $600,000  in  cash  consideration  payable  by wire  transfer  for the
          immediate credit of Developer;

     b.   $100,000 by Licensor assigning,  endorsing and delivering to Developer
          a  promissory  note  (the  "Termination  Note")  in said  amount,  the
          Termination  Note being in the  substantive  form of EXHIBIT A annexed
          hereto.

     5.  TERMINATION NOTE TERMS. The Termination Note shall bear annual interest
on the  outstanding  principal  amount at the rate  equal to the  prime  rate as
published in the Wall Street Journal on the fifth (5th) day of business prior to
the Closing plus one percent (1%); one half of the principal of the  Termination
Note, in the amount of $50,000,  plus all accrued interest  thereupon,  shall be
amortized  and paid over a period of twenty four (24)  consecutive  months after
the  Closing;,  the balance of the  principal of the  Termination  Note,  in the
amount of $50,000,  plus all accrued  interest  thereupon,  shall be payable two
years after the Closing.

     The  Termination  Note shall have been made and delivered at the Closing by
TJ Holding  Company,  Inc. to Licensor  and  Licensor  shall have  assigned  and
endorsed same to Developer.  The  obligations  of said maker of the  Termination
Note shall have been guaranteed at the Closing by Triarc Companies, Inc., in the
substantive form annexed hereto as EXHIBIT B.

     6. FINAL  ACCOUNTING BY DEVELOPER.  In accordance with Section 10(a) of the
License Agreement Developer shall deliver to Licensor, no later than thirty (30)
days after the  Closing,  a final  accounting  (the "Final  Accounting")  of all
Product sales by Developer through the Closing. Delivery of the Final Accounting
to Developer shall be for informational purposes only and shall not be deemed to
revive any aspect of the License Agreement or to in any way limit the generality
of the Releases being delivered pursuant to Section 7 hereinbelow.

     7. MUTUAL RELEASE.  Simultaneously  with the Closing Licensor and Developer
shall be deemed to have  mutually  released  each  other,  and their  respective
affiliates,  subsidiaries,  directors,  officers and employees, from any and all
claims and  liabilities  in any way  arising  from or  relating  to the  License
Agreement, all


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in accordance  with the respective  Releases  annexed hereto as EXHIBITS C-1 and
C-2.  In the event of any  conflict  between the terms of the  Releases  and the
terms of this  Termination  Agreement,  the terms of the  Termination  Agreement
shall be controlling.

     8.  INDEMNIFICATION  AS TO CO-PACKER.  Developer  acknowledges  that, prior
hereto,  it  entered  into  an  agreement  with   ________________________  (the
"Co-Packer") for the  manufacturing of the Products 'Under the License Agreement
and Developer  acknowledges that Licensor had or has no contractual  obligations
or privity with the Co-Packer.  In acknowledgement  of the foregoing,  Developer
hereby agrees to indemnify and hold Licensor harmless from any and all claims by
Co-Packer  arising out of  Co-Packers  activities  with  Developer  or claims by
Co-Packer related to this Termination Agreement.

     9. CLOSING.  The Closing  shall be' defined and shall occur  simultaneously
with the  closing  under a Purchase  Agreement  executed  between  Licensor,  as
seller,  and TJ Holding  Company,  Inc.,  as buyer,  pursuant to which  Purchase
Agreement  said buyer is  acquiring  certain  intellectual  property,  et al. of
Licensor. The Closing shall occur no later than October 31, 1996.

     10.  REMEDIES.  If the Closing  shall not have occurred by October 31, 1996
then this  Termination  Agreement  shall be deemed null and void and the License
Agreement shall remain in effect as between the parties hereto.

     11. FURTHER  ASSURANCES.  Developer and Licensor agree to promptly  deliver
such further  instruments  as may be necessary to effectuate  the intent of this
Termination Agreement.

     12. NOTICES. Any notice, request or other communication ("Notice") given or
made  hereunder  shall be in writing  and either (a) sent by any of the  parties
hereto or their respective  attorneys,  by registered or certified mail,  return
receipt  requested,  postage  prepaid  together  with a facsimile  copy,  or (b)
delivered  in person or by  overnight  courier  or (c)  delivered  by  facsimile
transmission  by the parties or their  respective  counsel.  Each Notice  mailed
shall be  deemed  given on the date of  receipt  and each  Notice  delivered  in
person, by overnight courier or by facsimile  transmission shall be deemed given
when delivered.

     All Notices shall be sent to the parties respective counsel as follows:

                               Licensor's Counsel:
                                Saul Feiger, Esq.
                              152-18 Union Turnpike
                        Kew Garden Hills, New York 11367
                       Phone 718/380-2460 Fax 718/380-3092

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                               Developer Counsel:
                                 Dan Shaw, Esq.
                                 Senior Attorney
                               H.J. Heinz Company
                                    USX Tower
                         Pittsburgh, Pennsylvania 15219
                       Phone 412/456-6010 Fax 412/456-6102

     IN WITNESS  WHEREOF,  the parties hereto have executed this  Termination of
Trademark  and  Technology  License and  Manufacturing  Agreement as of the date
first above given.

HEINZ BAKERY PRODUCTS, INC.

By: ___________________________
      Name: ___________________
      Title: __________________


T.J. CINNAMONS, INC.

By: ___________________________
      Alan S. Gottlich
      Vice President

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