Website Development and Service Agreement

SERVICE  AGREEMENT the  (Agreement)  made as of the 1st day of March,  2005 (the
Effective Date) by and between Brooklyn  Cheesecake & Desserts  Company,  Inc. a
corporation  organized  and  operating  under  the laws of New  York and  having
offices at 20 Passaic  Avenue,  Fairfield,  New Jersey 07004 (the  "Client") and
Burbro Capital, Inc, a corporation organized and operating under the laws of New
York and having offices at 4 Five Ponds Road, Waccabuc, New York 10509.

WHEREAS,  Consultants  are in the  business of  providing  certain  software and
computer  consulting  services  pertaining  to  the  international   network  of
computers and computer networks known by the name Internet; and

WHEREAS, Client wishes to retain the services of Consultants to:
(i) locate,  establish,  install and maintain  computer hardware and software to
provide  Client  with a system to  provide  information  via the World  Wide Web
protocol of the Internet  (the "World Wide Web"),  and allow  Internet  users to
make  transactions  (the "Web and  Database  Server");  (ii) assist  Client with
Client's  development  and operation of a content server to make  Client-related
multimedia  information accessible via the World Wide Web to Internet users (the
"Client  Server")  (the  Client's  presence  on the World  Wide Web  under  this
Agreement  by the Web and  Database  Server and the Client  Server  referred  to
herein as the "Site"); (iii) promote the Site; (iv) develop and improve computer
programs and other  deliverables to be used in connection with the Site; and (v)
consult with Client with  respect to the  ultimate  transfer of all hardware and
software  components  of the Web and  Database  Server to Client's  location and
facilities.

WHEREAS, Consultants wish to provide Client with such services;

NOW,  THEREFORE,  in  consideration  of the  conditions  and covenants set forth
hereinafter, it is agreed as follows:

1. Retention

Client hereby retains  Consultants and Consultants  hereby accept such retention
by the Client.

2. Services

Upon the terms and subject to the conditions contained herein, Consultants agree
to provide to Client  consulting  services as described in statements of work to
be agreed to in writing  between the  parties  from time to time during the term
hereof (the "Statements of Work") and which shall be consecutively  numbered and
annexed hereto as Schedule A. Such services shall be provided in accordance with
the provisions of this Agreement and the applicable Statement of Work.

3. Additional Services

In addition to the  services  described  in this  agreement,  Consultants  shall
perform the following  additional  services in accordance with the timetable set
forth as Schedule B (the "Timetable"):

3.1. Configuration and Operation of Web and Database Server

Consultants  will configure and operate the Web and Database Server at an agreed
upon  fully-qualified  hosting center as outlined in Schedule C. Consultants and
authorized  third  parties will have access to the Web and Database  Server.  No
third-party will have access to the Web and Database Server.  Without limitation
of the  foregoing,  to the extent that any third  party  software  licenses  are
required to be obtained by Consultants to perform their  obligations  hereunder,
Consultants shall obtain such licenses on Client's behalf at no additional cost.


                                      -1-
<PAGE>

3.2. Removed

3.3. Removed

3.4. Translations into HTML OR EQUIVALENT Format

Provide  consulting  services  to Client  and  translate  Client-supplied  text,
graphics and other materials into Hypertext Markup Language (HTML OR EQUIVALENT)
format for use on the Site (such materials, as periodically updated by Client as
part of the Client Server, shall be known as the "Internet Display"). Additional
obligations  of the parties  with  respect to the  development  of the  Internet
Display are further set forth below in Section 4.

3.5. Site Related Programs and Other Deliverables

Develop,  in  accordance  With Section 5 herein,  the Site Related  Programs and
other Deliverables (as defined herein).

3.6. Site Related Software Developed by Client

Copy, reformat,  improve, review or advise on Site related software developed by
the Client, as requested by Client and as set forth in any Statement of Work.

3.7. Software Scripting Routines

In accordance with the Timetable,  develop  software  scripting  routines as set
forth in Schedules A and B, Consultants will generate HTML OR EQUIVALENT to make
Client's  catalog  information  of  retail  merchandise  appear  on the  Web and
Database  Server as specified  herein (the  catalog,  together with the software
routines and  underlying  database is referred to herein as (the  "Catalog") and
install, configure and customize the Web and Database Server to enable and track
purchases from the Catalog.

3.8. Recordkeeping

Manage the recordation of all information  made available from people  accessing
the Site, or purchasing items from the Catalog,  including,  without  limitation
name, address, credit card numbers, products requested and any other information
directly  or   indirectly   obtained  from  such  users   (collectively,   "User
Information").

3.9. Removed

3.10 Return of Merchandise.

Consultants   shall  have  no  liability  or  obligations  in  connection   with
merchandise acquired by credit card which is subsequently  returned to Client by
customer(s)  or for the credit of  Client's  customers,  unless  such  return is
caused by fraud on the part of Consultants or Consultants' gross negligence.

3.11. Removed

3.12. Training

Provide such training, advice and information concerning the use and features of
the Site as Client shall reasonably request.


                                      -2-
<PAGE>

4. Development of the Internet Display

Consultants  shall  develop the Internet  Display for use on the Client  Server.
Upon  the  provision  by  Client  to  Consultants  of  text,  graphics  or other
information   (collectively,   "Content")  for  use  in  the  Internet  Display,
Consultant shall promptly adapt, translate and reformat the Content as necessary
into HTML OR EQUIVALENT format. Client shall make the final determination of all
Content to be used on the Internet Display. All photographs,  trademarks, images
or other works owned or  controlled  by Client and which are specified by Client
for  inclusion in the Internet  Display shall be provided by Client in clear and
camera ready form necessary for digital  translation,  or in other format agreed
upon by the parties.  The  completed  version of the Internet  Display  shall be
provided to Client for acceptance in accordance  with the Timetable set forth in
Schedule B.

5. Statements of Work.

5.1. Site Related Programs

As used in this  Agreement,  the term  "Site  Related  Programs"  shall mean the
software  deliverables  (other  than the  Internet  Display)  to be  produced by
Consultants hereunder.

5.2. Milestone Schedule

As used in this Agreement, the term "Milestone Schedule" shall mean the schedule
for the  development  of  Site  Related  Programs  as set  forth  as part of the
relevant Statement of Work.

5.3. Specifications

As used in this Agreement, the term "Specifications" shall mean the requirements
for the  development of a Site Related Program or other  deliverable,  including
operational and functional  capabilities  and  performance,  all as set forth as
part of the relevant Statement of Work.

5.4. Information to be Included in the Statement of Work

The Statement of Work shall include the Specifications,  Milestone Schedule, and
any other information that may reasonably and customarily be included to provide
the services desired by Client All work hereunder, shall be compensated pursuant
to  Schedule D.  Consultants  shall  prepare a Statement  of Work in good faith.
Consultants  shall not be  required  to commence  work until both  parties  have
agreed in writing to the  Statement  of Work.  The  performance  of the services
required in the Statement of Work shall be completed in accordance with the time
frame set forth in the Statement of Work.

6. Delivery and Acceptance of Deliverables

As used in this  Agreement,  the  term  "Deliverable"  shall  mean  any  product
produced by Consultant  hereunder in connection with the Internet Display or any
Statement of Work.

6.1. Time and Manner of Delivery

Consultant  shall  deliver  each  Deliverable  at the  times  and in the  manner
specified  therefore under this Agreement,  including any relevant  Statement of
Work.


                                      -3-
<PAGE>

6.2. Procedure for Acceptance

The procedure for acceptance of any Deliverable shall be as follows:

(1) Client shall have thirty (30) days to inspect and test each such Deliverable
when received to determine if it conforms to the Specifications.

(2) If any  Deliverables  fails to conform to its  Specifications,  Client shall
give  Consultants  written  notice  of the  failure  stating  the  defect in the
Deliverables. Consultant shall then have thirty (30) days to remedy such failure
and redeliver such Deliverable to Client. After resubmission, Client shall again
inspect the  Deliverable to confirm that it conforms to the  Specifications.  If
the resubmitted Deliverable again fails Client's acceptance testing, Client may,
in its sole discretion  accept the Deliverable as a non-conforming  Deliverable.
If Client  elects to accept the  Deliverable  as a  non-conforming  Deliverable,
Client may in its sole  discretion  either:  (i) withhold a mutually agreed upon
offset from the  development  fees payable to Consultants for the Deliverable or
(ii)  invoice and recover  from  Consultants  the amount of Client's  reasonable
out-of-pocket  costs to correct,  modify,  and/or  complete the  Deliverable  in
accordance with the Specifications.

(3) Each Deliverable shall be deemed to be accepted unless notice is provided by
Client in accord with Section 6.2 (2).

(4) Except in instances of Force Majeure or in the case of an extension pursuant
to Sections 5.4 or 6.2 herein,  a failure by Consultant to provide  Deliverables
to Client  within  the  agreed  upon time  period  shall be a breach  under this
Agreement.

7. Confidentiality

7.1. Confidential Information

"Confidential  Information" shall mean any information  relating to or disclosed
in  the  course  of  the  Agreement,   which  is  marked  as  "confidential"  or
"proprietary"  by the  disclosing  party.  Confidential  Information  shall  not
include any information,  which is or becomes generally  available to the public
without breach of this  Agreement;  is in the possession of a party prior to its
disclosure by the other party;  or becomes  available  from a third party not in
breach of any obligations of confidentiality to the disclosing party.

7.2. Prohibition on Disclosure

Each party  acknowledges  that it will receive  Confidential  Information of the
other party  relating  to its  technical,  marketing,  product  and/or  business
affairs. All Confidential Information of the other party shall be held in strict
confidence and shall not be disclosed or used without express written consent of
the  other  party,  except  as may be  required  by law.  Each  party  shall use
reasonable   measures  and   reasonable   efforts  to  provide   protection  for
Confidential  Information,  including measures at least as strict as those, such
party uses to protect its own Confidential Information.

7.3. Confidentiality of User Information

Without limitation of the foregoing,  Consultants acknowledge and agree that the
User Information  shall be deemed to be Confidential  Information of the Client,
and that Consultant not use User  Information for any purpose other than that of
fulfilling  Consultants'  obligations under this Agreement.  Neither Consultants
nor any third party on behalf of Consultants,  shall have the right, directly or
indirectly,  to  use,  exploit,  disclose,  transmit,  sell,  assign,  lease  or
otherwise  convey  or make  available  for  access  by third  parties,  any User
Information.


                                      -4-
<PAGE>

7.4. Confidentiality of Agreement

Except as required by applicable securities laws, neither Client nor Consultants
shall  make any  announcement  or other  disclosure  to any  third  party of the
transactions  contemplated  by this Agreement  without the prior approval of the
other  party.  All  requests by  Consultants  to Client in this regard  shall be
directed to the attention of Chief Executive Officer of Client.

8. No Employment

During the term of this  Agreement,  Client shall not solicit for employment any
agent acting on behalf of Consultants without Consultants prior written consent.

9. Development Credit

Client shall acknowledge  Consultants as the site developers of the Site in text
in an "acknowledgments page" of the Internet Display.

10. Intellectual Property

10.1. Ownership and Licensing of Consultants Materials

All techniques, algorithms and methods or rights thereto owned by Consultants at
the time this  Agreement is executed and employed by  Consultants  in connection
with the Site Related Programs (the "Consultants Materials") shall be and remain
the property of Consultants  unless they are in the public  domain.  Consultants
grant to Client a perpetual,  irrevocable,  royalty free,  unrestricted right to
use, modify, transfer and maintain Consultants Materials.
10.2. Ownership of Program Codes

Unless  otherwise  specified  in  a  Statement  of  Work,  and  except  for  the
Consultants   Materials,   all  Deliverables  and  other  materials,   products,
modifications  developed  or  prepared  for  Client by  Consultants  under  this
Agreement (including any Statement of Work) including without limitation program
images and text viewable on the Internet,  any HTML OR EQUIVALENT  Code relating
thereto,  or any program code created at the request of Client,  is the property
of Client and all title and interest  therein  shall vest in Client and shall be
deemed  to be a "work  made for hire"  and made in the  course  of the  services
rendered  hereunder.  To the extent  that  title to any such  works may not,  by
operation of law, vest in Client or such works may not be considered  works made
for hire, all right, title and interest therein are hereby irrevocably  assigned
to Client.  All such  materials  shall belong  exclusively to Client with Client
having  the  right  to  obtain  and  to  hold  in  its  own  name,   copyrights,
registrations  or such other  protection  as may be  appropriate  to the subject
matter,  and any  extensions  and renewals  thereof.  Consultant  agrees to give
Client and any person designated by Client, any reasonable  assistance  required
to perfect the rights defined in this Section.

10.3. Site Related Programs

Client and  Consultants  recognize  that Site Related  Programs may contain code
created during the development of such Site Related Program. Notwithstanding any
other  provisions of this  Agreement,  Consultants  shall retain a  royalty-free
license to utilize any other code developed by it hereunder.


                                      -5-
<PAGE>

10.4. Property of Client

Nothing  herein shall be construed to grant any right or license to  Consultants
in or to any Content or other  material  provided to  Consultants  hereunder  by
Client,  other than the right to use such material solely on behalf of Client in
accordance  with the terms  hereto.  All of the foregoing  materials,  including
without  limitation any and all copyrights,  trademarks or trade names,  are and
shall remain the property of Client.

11. Warranties

11.1. Consultants Warranties

Consultants represent and warrant that:

(a) all of the services to be performed  hereunder will be rendered using sound,
professional   practices  and  in  a  competent  and   professional   manner  by
knowledgeable, trained and qualified personnel;

(b) the Deliverables will operate in conformance with the relevant terms of this
Agreement, including without limitation, the Statements of Work;

(c)  Consultants  are the  owner  of or  otherwise  have  the  right  to use and
distribute all materials and methodologies used in connection with providing the
Deliverables;

(d) Consultants will comply with all applicable federal, state and local laws in
the performance of obligations hereunder;  the Deliverables are and will be free
of any  software  disabling  devices or internal  controls,  including,  without
limitation, time bombs, viruses, or devices of similar nature;

(f) the Deliverables (other than information or materials supplied by Client and
reproduced  accurately  in the  Deliverables)  shall not infringe upon any third
party copyright, patent, trade secret or other proprietary right; and

(g) the Web and  Database  Server shall be  maintained  and kept  up-to-date  to
utilize current developments in Internet-related  technology within a reasonable
time after such technology becomes generally commercially available.

11.2. Client Warranties

Client represents and warrants that:

(a) the use, as  contemplated  by this  Agreement,  of the material  supplied by
Client  hereunder shall not infringe any copyright,  trademark,  trade secret or
other third party proprietary right; and

(b) there is no impediment to Client's performance of its obligations hereunder.

11.3. Removed

12. Indemnification


                                      -6-
<PAGE>

12.1. Consultant Indemnification

Consultants  agree  to  indemnify  and  hold  harmless  Client,  its  directors,
officers,  employees and agents, and defend any action brought against same with
respect to any claim,  demand,  cause of action,  debt or  liability,  including
reasonable  attorneys'  fees,  to the extent that it is based upon a claim that:
(i) if true, would  constitute a breach of any of Consultants'  representations,
warranties,  or  agreements  hereunder;  (ii)  arises out of the  negligence  or
willful  misconduct of Consultants;  or (iii) any of the Consultants  Materials,
Deliverables  or services to be provided by Consultants  hereunder  infringes or
violates any patents,  copyrights,  trade secrets,  licenses,  or other property
rights of any third party.

12.2. Client Indemnification

Client agrees to indemnify and hold harmless  Consultants  and defend any action
brought against same with respect to any claim, demand, cause of action, debt or
liability,  including reasonable attorneys' fees, to the extent that it is based
upon a claim that:  (i) if true,  would  constitute  a breach of any of Client's
representations,  warranties,  or agreements  hereunder;  (ii) arises out of the
negligence or willful misconduct of Client; or (iii) any of the Content provided
by Client  hereunder and used by Consultants as  contemplated  in this Agreement
infringes or violates any patents, copyrights, trade secrets, licenses, or other
property rights of any third party.

12.3. Notice of Claim

In claiming any indemnification  hereunder, the indemnified party shall promptly
provide  the  indemnifying  party  with  written  notice of any claim  which the
indemnified  party believes falls within the scope of the foregoing  paragraphs.
The  indemnified  party may, at its own expense,  assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense and all
negotiations  relative to the settlement of any such claim and further  provided
that any settlement  intended to bind the  indemnified  party shall not be final
without the indemnified party's written consent, which shall not be unreasonably
withheld.

12.4. Survival of Indemnification Obligation

Each party's  indemnification  obligations shall survive any termination of this
Agreement.

13. Support for Defects and Warranties

During the term of this  Agreement,  Consultants  agree that at no extra cost to
Client:  (a)  to  the  extent  that  any  Deliverable  or  service  provided  by
Consultants  shall fail to fulfill any warranty  therefore,  Consultants  shall,
upon written notice by Client of such failure,  use its best efforts to promptly
remedy such failure;  and (b) Consultants  shall promptly  deliver to Client all
software  containing  bug fixes or error  corrections  to any  software or other
Deliverable  provided  hereunder to Client,  including  without  limitation  the
Internet Display, the Catalog and Site Related program, at no additional cost to
Client.  In connection with such maintenance,  Client shall provide  Consultants
with such information as Consultants reasonably requires in a reasonable time to
allow  Consultants  to  provide  such  maintenance.  Consultants  shall  have no
responsibility  for the  maintenance  of any third party  software or  hardware,
other than as provided for herein or pursuant to any  agreement  entered into by
Consultants pursuant to the terms of this Agreement.

14. Limitation of Liability

14.1. Limit on Circumstances

Except for the  indemnification  obligations  set forth  herein,  neither  party
hereto will not be liable for lost  profits,  lost  opportunities,  or indirect,
incidental or consequential damages under any circumstances.


                                      -7-
<PAGE>

14.2. Limit on Amount

Except  for the  indemnification  obligations  set  forth  herein,  Consultants'
liability  to client for any and all other  matters  related  to this  agreement
shall not exceed $25,000.  Except for the indemnification  obligations set forth
herein, Client's liability to Consultant for any and all matters related to this
agreement  shall not exceed  $25,000.  Except for the  specific  performance  of
delivery of payment schedule as set forth in Schedule D.

14.3. Disclaimer

Except as expressly  provided for in this agreement,  all warranties  express or
implied,  including  implied  warranties  of  merchantability,   fitness  for  a
particular purpose and non-infringement, are disclaimed.

15. Compensation

15.1. Initial Display Date

As used herein,  "Initial  Display Date" shall mean the date upon which Client's
Internet Display can be accessed by users of the Internet in accordance with the
terms and conditions of this  Agreement.  The "Catalog  Display Date" shall mean
the date upon which the Catalog may be accessed,  and purchases may be made from
the  Catalog,  by  users of the  Internet  in  accordance  with  the  terms  and
conditions of this Agreement.

15.2. Initial Fee

Client  shall  pay  Consultants  all fees  associated  with  this  Agreement  in
accordance  with the amount and  payment  schedule  as set forth in  Schedule D,
attached.

15.3. Non-Exclusivity of Agreement

Nothing  herein  shall  be  construed  to  preclude  Client  from   distributing
mail-order  catalogs,  selling any merchandise  (whether or not appearing in the
Catalog), or selling products or services on any other World Wide Web Site.

16. Term

This Agreement  shall commence as of the Effective Date and shall continue until
delivery and acceptance of site as noted in Section 13.

17. Termination

17.1. Consultants Termination

Consultants  may  terminate  this  Agreement:  (i) upon filing of any  voluntary
petition by the Client or upon the filing of any  involuntary  petition  against
the Client under the  Bankruptcy  Code that is not dismissed  within thirty (30)
days after filing,  or upon any appointment of a receiver for all or any portion
of Client's  business or operations,  or any assignment of all or  substantially
all the assets of Client for the  benefit of  creditors;  or (ii) upon  Client's
material breach of this  Agreement,  if Client fails to cure such default within
thirty (30) days after  receipt of notice  specifying  the default in reasonable
detail; or (iii) pursuant to the terms of Section 20.1.


                                      -8-
<PAGE>

17.2. Client Termination

Client may terminate this Agreement:  (i) upon filing of any voluntary  petition
by  Consultants  or  upon  the  filing  of  any  involuntary   petition  against
Consultants  under the Bankruptcy Code that is not dismissed  within thirty (30)
days after filing,  or upon any appointment of a receiver for all or any portion
of   Consultants'   business  or  operations,   or  any  assignment  of  all  or
substantially  all the assets of Consultants for the benefit of creditors;  (ii)
upon Consultants' material breach of this Agreement, if Consultants fail to cure
such default  within  thirty (30) days after  receipt of notice  specifying  the
default in reasonable  detail;  (iii) upon Client's written request to terminate
the Site,  which  shall be given no less  than  thirty  (30)  days  prior to the
effective  date of such  termination;  or (iv)  pursuant to the terms of Section
20.1.

17.3. Rights after Termination

In the event of a termination of this Agreement:  (i) the provisions of Sections
7, 10, 11, 12, 14, 17,  18, 19, and 20 shall  survive  the  termination  of this
Agreement;  (ii) each party shall return all copies of Confidential  Information
and all other  property  belonging  to  and/or  received  from the other  party.
Consultant agrees that upon the termination of this Agreement for any reason, or
at anytime during the Term as requested by Client, Consultants shall return (or,
at Client's request,  destroy) all records of User Information in the possession
or control of  Consultants;  and (iii) except as otherwise  stated herein,  each
party may pursue  claims it has against the other for any breach of the terms of
this Agreement.

18. Publicity

Consultants  agree that they will not,  without the written consent of Client in
each instance: (i) use in advertising, publicity or otherwise (including without
limitation  on the  Internet)  the name of Client,  Client's  domain  name,  any
trademark,  trade name, symbol or any abbreviation or contraction  thereof owned
by or referring to the Client; or (ii) represent,  directly or indirectly,  that
any product or service  offered by Consultants  has been approved by or endorsed
by Client.

19. Removed

20. General Provisions

20.1. Force Majeure

Nether  party  shall be deemed in default of this  Agreement  to the extent that
performance  of its  obligations  or  attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster,  accident, act of
government,  or any other cause beyond the control of such party (Force Majeure)
provided that such party gives the other party written notice  thereof  promptly
and, in any event,  within  fifteen (15) days of discovery  thereof and uses its
best efforts to cure the delay.  In the event of such a Force Majeure,  the time
for  performance or cure shall be extended for a period equal to the duration of
the Force  Majeure,  provided  however that if the Force  Majeure  continues for
longer than six (6)  months,  the party not  effected  by the Force  Majeure may
terminate this Agreement  without any liability upon written notice to the other
party.

20.2. Partial Invalidity

Should  any  provision  of  this  Agreement  be  held  to be  void,  invalid  or
inoperative,  the remaining  provisions of this Agreement  shall not be affected
and shall continue in effect and the invalid  provision shall be deemed modified
to the least degree necessary to remedy such invalidity.


                                      -9-
<PAGE>

20.3. No Waiver

The failure of either  party to  partially  or fully  exercise  any right or the
waiver by either party of any breach, shall not prevent a subsequent exercise of
such  right or be  deemed a waiver of any  subsequent  breach of the same or any
other term of this Agreement.

20.4. Independent Contractor

Consultants  are acting,  in  performance of this  Agreement,  as an independent
contractor.  Consultants shall provide under this Agreement the services of only
those  personnel  who are  employees of  Consultants  for federal tax  purposes.
Consultants  shall be solely  responsible  for the  payment of  compensation  of
personnel  assigned  to  perform  services   hereunder.   Client  shall  not  be
responsible  for  payment of worker's  compensation,  disability  benefits,  and
unemployment insurance or for withholding or paying employment related taxes for
any  Consultant  employee,  but  such  responsibility  shall be  solely  that of
Consultants.  In the event that any federal,  state or local government  agency,
any court or any other applicable entity determines that the personnel  provided
by  Consultants  or any  permitted  subcontractor  or  assignee  of  Consultants
hereunder  are  employees  of  Client  for any  purpose,  Consultants  agrees to
indemnify  and hold Client  harmless  from all  liabilities,  costs and expenses
(including,   but  not  limited  to,   attorneys'  fees)  associated  with  such
determination.   Notwithstanding   any  other   provision  of  this   Agreement,
Consultants may only assign or subcontract  work to be performed  hereunder with
the express written consent of Client,  and Consultants  shall remain  primarily
liable for all obligations  hereunder.  Consultants shall be responsible for all
payroll taxes.

20.5. Insurance

Consultants  shall  purchase  and keep in force at its own cost and  expense all
insurance  coverages  including:   (a)  Worker's   Compensation  and  Employer's
Liability  Insurance;  (b) Commercial  General  Liability  Insurance,  including
Contractual  Liability,  completed operations,  personal injury coverage,  broad
form  property  damage;  (c) Errors and  Omission  Insurance;  and (d)  Umbrella
coverage for (b) and (c) above.

Each and every policy and certificate shall contain an endorsement  stating that
the insurance  company will not,  prior to the expiration or termination of this
Agreement  or any policy  expiration  date shown on the policy and  certificate,
terminate  the policy or change any  coverage  therein  without  giving  written
notice to Client.  This notice shall be provided by certified mail to Client and
shall arrive at least fifteen (15) days prior to the termination or change.

20.6. Source Code Escrow

Consultants agrees to timely turn over to Client any Source Code so developed in
connection  with the  services  performed  or provided by  Consultants  or their
agents under this Agreement.

20.7. Notices

Any notice  required  or  permitted  to be sent shall be in writing and shall be
sent in a manner  requiring a signed  receipt such as,  Federal  Express or like
courier  delivery,  or if mailed,  then mailed by registered or certified  mail,
return receipt requested. Notice is effective upon receipt. Notice shall be sent
to addresses as set forth above.

Place of notice to be given by each  respective  party  may be  changed  by such
party giving to the other written notice thereof as herein provided.


                                      -10-
<PAGE>

20.8. Assignment

Neither party shall assign any of its rights or obligations under this Agreement
to any other entity without the other party's prior written consent.

20.9. Entire Agreement

This  Agreement,  including the Schedules and  Statements of Work thereto,  sets
forth the entire  agreement  between the parties on this subject and  supersedes
all prior  negotiations,  understandings  and  agreements  between  the  parties
concerning the subject  matter.  No amendment or  modification of this Agreement
shall be made except by a writing signed by both parties.

20.10. Governing Law

This Agreement  shall be governed and interpreted in accordance with the laws of
the state of New York without regard to principles of conflict of laws.

20.11. Forum for Resolution of Controversy or Claim

Any  controversy or claim arising out of or relating to this  agreement,  or the
breach  thereof,  shall be tried  before the  Supreme  Court of the State of New
York,  New York County or the Southern  District of the United  States  District
Court as the case may be. All parties consent to the  jurisdiction of either the
New York County  Supreme  Court or Southern  District of New York United  States
District Court.


                                      -11-
<PAGE>

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

Brooklyn Cheesecake & Desserts Company, Inc.

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

Title:
    ----------------------------------------

Burbro Capital, Inc.

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

Title:
    ----------------------------------------


                                      -12-
<PAGE>

Schedule A - Statement of Work

                                Statement of Work

Goal

      To be the best online distributor of cheesecakes.

Vision

      The  general  vision  of the  site is an  `order'  friendly  site  with an
      emphasis  on ease of use for order  placement.  The end goal,  placing  an
      order,  should not be hindered by any extraneous  information or graphics.
      As well, the site should be  consistently  "fresh and current";  therefore
      admin  capabilities  for  updates  on  a  regular  basis  should  be  made
      available.

Look and Feel

      Presently,  the BCC color scheme is black, charcoal and white. The company
      would like to stay within that color  scheme as they feel that the graphic
      work and colors reflect more of an "attitude" rather than a "look".

Commerce Development

      Order of Importance/Expectations for (by target market):

      1.    Individual Consumer
      2.    Corporate Gifting Capabilities
      3.    Food Service Consumers
      4.    Fundraising

Functional Expectations:

      o     Will  feature  a "cake  of the  month"  promotion  with  ability  to
            discount if necessary
      o     Want to be able  promote up sells (i.e.  Customers  who  purchased x
            also liked z)
      o     Ability  to  track  frequent   shoppers/buyer   tally's  for  return
            customers
      o     Ability to discount/offer promotions
      o     Special  messages  (gifting)
      o     Shipping (information/contracting Pending)
      o     Ability to provide downloadable "catalog (PDF)

Individual Consumer product category hierarchy

The initial  launch of the site should target and be capable of  supporting  the
purchases of the individual consumer.

         Overall Category- Cakes

      o     10"
      o     8"
      o     Mini's
      o     Cake line
      o     Blackout Cake
      o     Brooklyn Apple Cake
      o     Sugar Free


                                      -13-
<PAGE>

Collateral/Content:

      o     Product Photos
      o     Logo
      o     Product Descriptions
      o     Order information/Black-out dates

Marketing site development needs:

      o     Investor  Relations-  necessary for SEC  compliance  should  include
            links to EDGAR  and  other  sites  that  provide  "real-time"  stock
            information.
      o     About Us
      o     Board of Directors
      o     Product Information/Tips
      o     FAQ's
      o     Customer Service/Contact Us

Future

      Corporate Gifting

      This idea needs further development. One of the general ideas and "wishes"
      for this system is that it be able to support an automated recurring order
      process that reminds and prompts  corporate clients of gifting options and
      rewards them for their purchases.

      Food Service

      Food Service consumers include distributors and restaurants.  Although the
      needs and final  marketing  ideas for  reaching  this target need  further
      development  some of the  general  ideas  include  the  ability to provide
      product  tips  (i.e.  decorating,  keeping  it fresh,  etc...)  as well as
      providing supportive marketing materials that can be used to promote sales
      within the venue.

      Fundraiser

      Want to provide downloadable brochures and order forms.

Marketing & Maintenance .*

      The parties are to negotiate in good faith a contract to provide marketing
      and on going maintenance.* The below is not included in contract.*

      We offer our expertise in creating and  implementing  results driven media
      advertising campaigns utilizing traditional and online media planning with
      the goal of strategically  building the Brooklyn  Cheesecake  brand.  This
      vision is  realized  through a team  approach  and a host of  capabilities
      including:

      o     Advertising Planning
      o     Strategic Media Planning
      o     Media and Market Research
      o     Media Buying Clout
      o     Creative Development
      o     Production

            *Hand written on original contract*****


                                      -14-
<PAGE>

      The customized execution may include use of the following:

      o     Promotions
      o     Direct Mail
      o     Radio Campaigns
      o     Print Advertising
      o     National Cable TV advertising
      o     Online  Advertising to proactively  drive traffic through the use of
            major search engine promotional programs
      o     E-mail campaigns

      Results will be tracked and analyzed on a regular basis through:

      o     Vanity Number/Toll Free Reports
      o     Call Center Management/Order Entry Reports
      o     Web Campaign Summaries including Page Statistics

      A monthly marketing and advertising  budget will be determined by Brooklyn
      Cheesecake and agreed upon after a detailed media plan has been approved.


                                      -15-
<PAGE>

Schedule B Timetable and Additional Services


      >>    March  1,  2005:  Project  commences  -  Project  Manager  (Paulette
            Robinson)  meets  with  client to  secure  digital  assets,  product
            detail, and copy.

      >>    March 4, 2005 - Merchant account detail provided by client.

      >>    March 8, 2005 - First  prototype  delivered with products,  look and
            feel intact for discussion and review.

      >>    March 10, 2005 - initial  training on program usage for  fulfillment
            is done on client premises.

      >>    March 15, 2005 - Merchant processing gateway integration completed.

      >>    March 18, 2005 - final prototype delivered.

      >>    March 21, 2005 - one week of test ordering, friends and family.

      >>    March 28, 2005 - website open for public business.

      >>    April 30, 2005 - Corporate gifting site.

      >>    May 31, 2005 - Food service and fundraising site.


                                      -16-
<PAGE>

Schedule C - Software Application and Database Features

*General Functionality *

      o     Built with PHP 4
      o     Multilingual support with English supplied

*Administration / Backend Functionality *

      o     Supports unlimited products and categories
      o     Products-to-categories structure
      o     Categories-to-categories structure
      o     Add/Edit/Remove categories, products, manufacturers,  customers, and
            reviews
      o     Administration area secured with a username and password
      o     Contact customers directly via email or newsletters
      o     Easily backup and restore the database
      o     Print invoices and packaging lists from the order screen
      o     Statistics for products and customers
      o     Multilingual support
      o     Multicurrency support
      o     Automatically update currency exchange rates
      o     Select what to display,  and in what order,  in the product  listing
            page
      o     Support for static and dynamic banners with full statistics

*Customer / Frontend Functionality *

      o     All orders stored in the database for fast and efficient retrieval
      o     Customers can view their order history and order statuses
      o     Customers can maintain their accounts
      o     Address book for multiple shipping and billing addresses
      o     Temporary  shopping cart for guests and permanent  shopping cart for
            customers
      o     Fast and friendly quick search and advanced search features
      o     Product reviews for an interactive shopping experience
      o     Forseen checkout procedure
      o     Secure transactions with SSL
      o     Number of products in each category can be shown or hidden
      o     Global and per-category bestseller lists
      o     Display what other  customers have ordered with the current  product
            shown
      o     Breadcrumb trail for easy site navigation

*Product Functionality *

      o     Dynamic product attributes relationship
      o     HTML OR EQUIVALENT based product descriptions
      o     Automated display of specials
      o     Control  if out of  stock  products  can  still  be  shown  and  are
            available for purchase
      o     Customers   can   subscribe   to   products   to   receive   related
            emails/newsletters


                                      -17-
<PAGE>

*Payment Functionality *

      o     Accept numerous  offline payment  processing  (check,  money orders,
            offline credit card processing,..)
      o     Accept numerous online payment processing (2CheckOut, PayPal,
      o     Authorize.net,  iPayment,..) - Client must obtain a Merchant Account
            Disable certain payment services based on a zone basis

*Shipping Functionality *

      o     Weight, price, and destination based shipping modules
      o     Real-time quotes available (UPS, USPS, FedEx,..)
      o     Free shipping based on amount and destination
      o     Disable certain shipping services based on a zone basis

*Tax Functionality *

      o     Flexible tax implementation on a state and country basis
      o     Set different tax rates for different products
      o     Charge tax on shipping on a per shipping service basis


                                      -18-
<PAGE>

Schedule D - Compensation

      1.    350,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock issuable to James  Burchetta upon  commencement of work as set
            forth on Schedule A.

      2.    350,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock issuable to Charles  Brofman upon  commencement of work as set
            forth on Schedule A.

      3.    350,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock  issuable  to Richard  Rosa upon  commencement  of work as set
            forth on Schedule A.

      4.    350,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock issuable to James  Burchetta upon the completion and launching
            of the Site for commercial activity in accord with the terms of this
            Agreement which this Schedule E is a part thereof.

      5.    350,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock issuable to Charles  Brofman upon the completion and launching
            of the Site for commercial activity in accord with the terms of this
            Agreement which this Schedule E is a part thereof.

      6.    350,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock  issuable to Richard Rosa upon the completion and launching of
            the Site for  commercial  activity  in accord with the terms of this
            Agreement which this Schedule E is a part thereof.

      7.    400,000  shares* of Brooklyn  Cheesecake & Desserts  Company  Common
            Stock  issuable to others upon the  completion  and launching of the
            Site for  commercial  activity  in  accord  with  the  terms of this
            Agreement which this Schedule E is a part thereof.

----------
      o     Shares of Common  Stock to be  subject  to  separate  voting  rights
            agreement  by and  between the  Company  and  Burchetta  and Brofman
            providing the Chairman of Brooklyn  Cheesecake & Desserts  authority
            to vote  the  shares  until  such  time as the  shares  are  sold or
            transferred  under  applicable  securities law to a non affiliate of
            Consultant or Consultants.


                                      -19-